Terms & conditions.

1. Definitions

• 1.1 “KLARIS AI” or “Platform” refers to a software as a service platform (SaaS) that uses artificial intelligence and machine learning technologies to support Medical Technology (MedTech) companies with regulatory compliance workflows and the management of technical documentation. The features and scope of the Platform are described at klaris.ai and may be updated by KLARIS AI from time to time.
• 1.2 “AI Services” means the artificial intelligence and machine learning functionalities provided through the Platform, including but not limited to natural language processing, regulatory compliance analysis, gap identification, consistency checking, document comparison, requirement mapping, and automated insights generation for MedTech technical documentation.
• 1.3 “Regulatory Reviewer” means the AI-powered feature that checks technical documentation against expert-validated regulatory requirements, identifies gaps, and provides remediation guidance.
• 1.4 “Consistency Reviewer” means the AI-powered feature that flags deviations from source definitions across documentation, identifies inconsistencies, and tracks document revisions.
• 1.5 “Contract” means an order form(s) or quotation(s) signed by a Customer and containing details of the Platform and services to be provided by KLARIS AI to Customer and other general terms of the order.
• 1.5a “Authorized User” means any individual employee, consultant, contractor, or agent that Customer has authorized to access and use the Platform on Customer’s behalf in accordance with these T&Cs. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer’s own.
• 1.6 “License Fee” or “Subscription Fee” means the fees set forth in a Contract to be paid by Customer for a specific Subscription Plan.
• 1.7 “Subscription Plan” means a subscription to use the KLARIS AI Platform, which differs depending on its features, AI capabilities, usage limits, number of users, and storage capacity. All Subscription Plans we offer can be found on our website. Subscription Plans are provided on a recurring basis (monthly or yearly) depending on the needs and preferences of customers.
• 1.7a “Subscription Term” means the period for which Customer has subscribed to use the Platform, as set out in the applicable Contract, including any renewal periods unless and until terminated in accordance with these T&Cs.
• 1.8 “Customer Data” means all technical documentation, clinical data, design and development records, risk management files, instructions for use, regulatory submissions, and other engineering or regulatory information uploaded, submitted, or processed by Customer through the Platform. Customer Data shall not include, and Customer shall not upload to the Platform: (i) personal data of patients, research subjects, healthcare professionals, or other identifiable individuals (whether in identified, pseudonymized, or anonymized form); (ii) Special Category Data within the meaning of UK GDPR Article 9 or EU GDPR Article 9; or (iii) any data Customer does not have the lawful right to upload and process through the Platform.
• 1.9 “AI Output” means any analysis, insights, recommendations, extracted information, risk assessments, or other content generated by the AI Services based on Customer Data.
• 1.10 “Price List” means prices available on our website or as communicated to Customer in writing.

2. When do these terms apply?

2.1 You are accepting these T&Cs on behalf of a company or other legal entity (“Customer” or “you” or “your”). You agree, represent and warrant that you have the authority to bind your company to these T&Cs. These T&Cs apply to all current and future business relationships between us and our customers.

2.2 By entering into a business relationship with KLARIS AI or accessing or using the Platform in any way — whether you have created your own KLARIS AI account (by subscribing to our services) or are invited to someone else’s account as a team member, or are just browsing around — you agree to the terms and conditions written in these T&Cs.

2.3 Whenever software or AI models of third-party providers are included in the scope of a Contract, the license provisions and terms of use of such providers are also part of a Contract and shall be complied with by the Customer.

2.4 Other terms and conditions, unless approved in writing by KLARIS AI, do not apply.

2.5 Your access and use of KLARIS AI is always subject to the most current version of these T&Cs. We will notify you as a contracting party every time we make a material change to the T&Cs.

2.6 Prohibition on Personal Data. Customer warrants and undertakes that it will not upload to, store within, or process through the Platform any personal data of patients, research subjects, or other identifiable individuals (including any Special Category Data under Article 9 GDPR), and that Customer Data will consist solely of technical and regulatory information of the categories described in Section 1.8. Customer is solely responsible for redacting, anonymizing, or otherwise excluding such data prior to upload. Any breach of this Section 2.6 constitutes a material breach of these T&Cs and entitles KLARIS AI to suspend access immediately under Section 14. For the avoidance of doubt, this Section 2.6 does not restrict KLARIS AI’s processing of Authorized Users’ business contact data as described in Section 6.1.3.

3. Which services do we provide?

3.1 Rights to Use

KLARIS AI grants Customer a limited, non-exclusive, non-transferable right to access and use the Platform subject to these T&Cs. The Platform may only be used for internal business purposes, specifically for the analysis of MedTech documentation, unless separately agreed by a Contract. The rights granted do not imply a transfer of title or ownership of the Platform, AI models, or underlying technology.

3.2 KLARIS AI Materials

KLARIS AI materials are all the information, data, documents (e.g., white papers, case studies, guides, FAQs), communications, downloads, files, text, images, graphics, videos, publications, content, tools, resources, software, code, AI models, and products produced by KLARIS AI (“KLARIS AI Materials”).

3.3 Platform Delivery and Access

3.3.1 KLARIS AI provides access to the Platform as described in the order confirmation and for the duration of the respective subscription.

3.3.2 KLARIS AI provides auto-renewal Subscription Plans to Customers unless other terms are stated in a Contract.

3.3.3 The Customer needs a modern web browser (latest version of Google Chrome, Safari, Firefox, or Microsoft Edge) with cookies and JavaScript enabled. The Customer must be able to access the KLARIS AI servers on port 443 (https).

3.3.4 The Platform supports document uploads in .docx, .xlsx, and .pdf formats. Access to certain advanced AI features, higher usage limits, or premium functionalities may require upgraded Subscription Plans.

4. AI Services and Limitations

4.1 Nature of AI Services

4.1.1 The AI Services use machine learning models and algorithms that analyze patterns in MedTech technical documentation and map content against expert-validated regulatory requirements. While these services are designed to provide useful compliance insights and assist with contract analysis, they are tools to support human decision-making and regulatory expertise, not replacements for professional regulatory judgment or qualified-person review.

4.1.2 AI Output may contain errors, inaccuracies, or omissions. Customer acknowledges that AI Services are probabilistic in nature and cannot guarantee perfect accuracy. Customer is responsible for reviewing and verifying all AI Output before relying on it for any regulatory submission, compliance decision, or other purposes.

4.1.3 KLARIS AI does not provide regulatory consulting or legal advice. The Platform and AI Services are regulatory technology tools only. Nothing provided through the Platform constitutes certification of compliance or legal advice, and use of the Platform does not create a consultant-client or attorney-client relationship. Customer is solely responsible for ensuring their documentation meets all applicable regulatory requirements.

4.1.4 Regulatory requirements are curated and validated by regulatory specialists. However, KLARIS AI does not warrant that the regulatory requirement database is exhaustive, covers all applicable requirements for Customer’s specific device, or reflects the most recent regulatory updates. Customer should consult with qualified regulatory professionals and verify requirements with applicable regulatory authorities.

4.2 Use of Third-Party AI Providers

4.2.1 The Platform may utilize AI services from third-party providers including but not limited to large language models (LLMs), natural language processing services, and machine learning APIs. KLARIS AI maintains written agreements with all third-party AI providers governing the processing of Customer Data, consistent with KLARIS AI’s confidentiality and security obligations under these T&Cs. Given the prohibition in Section 2.6, Customer Data processed through third-party AI services consists of Customer’s technical and regulatory documentation and not personal data.

4.2.2 Where third-party AI services are used, KLARIS AI will ensure that:

• Data processing complies with applicable data protection laws including GDPR where applicable;
• Zero data retention agreements are in place where commercially available;
• Customer Data processed by third-party AI models is not retained by those providers for training or any other purpose beyond the specific processing task, where such agreements are available;
• Customer Data remains under the ownership and control of the Customer at all times;
• Customer Data is not used to train third-party AI models without Customer’s explicit consent;
• Any customization of AI models is performed securely without transferring data ownership or violating confidentiality obligations.

4.2.3 A current list of Authorized Subprocessors and third-party AI providers used by the Platform is published in KLARIS AI’s Trust Center at trust.klaris.ai/subprocessors. Customer may subscribe to update notifications via the Trust Center. Changes to Authorized Subprocessors are governed by Section 4 of the DPA.

4.3 Customer Responsibilities

4.3.1 Customer is solely responsible for:

• The accuracy, completeness, and legality of Customer Data uploaded to the Platform;
• Reviewing and verifying all AI Output before making any decisions based on such output;
• Ensuring they have the right to upload and process Customer Data through the Platform;
• Consulting with qualified legal professionals before taking action based on AI Output;
• Ensuring their Person Responsible for Regulatory Compliance (PRRC) or other qualified persons review and approve all technical documentation before submission;
• Verifying that identified gaps and recommendations are appropriate for their specific medical device and regulatory context;
• Compliance with all applicable laws, regulations, and standards in their use of the Platform and AI Services, including but not limited to EU MDR 2017/745, UK Medical Devices Regulations 2002 (as amended), ISO 13485:2016, and other applicable medical device regulations.

4.3.2 Customer must not upload to the Platform any content that is illegal, infringes third-party rights, contains malicious code, or violates applicable laws or regulations.

5. Intellectual Property

5.1 KLARIS AI owns all Intellectual Property Rights in the Platform, AI Services, AI models, algorithms, KLARIS AI Materials, and all improvements, modifications, or derivative works thereof, unless otherwise agreed upon in writing. The trademarks, logos and service marks displayed on the KLARIS AI website are the property of KLARIS AI, or other third parties. You are not permitted to use them without the prior written consent of KLARIS AI or such third party that may own the marks.

5.2 Under no circumstances shall the Customer have the right, without KLARIS AI’s written consent, to copy, modify, adapt, create derivative works based on, rent, loan, sublicense, reverse engineer, decompile, or disassemble the Platform, AI Services, or any AI models. Customer agrees not to attempt to discover the source code, algorithms, or techniques used in the AI Services. Any copying or redistribution of the Platform or AI Services is prohibited by law and may result in severe civil and criminal penalties.

5.3 Customer agrees:

• Not to remove any copyright or other proprietary notices contained in the KLARIS AI Materials;
• Not to copy or distribute any graphics in the KLARIS AI Materials apart from their accompanying text;
• Not to quote or display KLARIS AI Materials, or any portions thereof, out of context;
• Not to extract, scrape, or otherwise obtain the regulatory requirement databases or expert-validated requirements for use outside the Platform.

5.4 KLARIS AI does not claim intellectual property rights over Customer Data. Customer retains all ownership rights in Customer Data. By using the Platform, Customer grants KLARIS AI a limited, non-exclusive, royalty-free license to process Customer Data solely for the purposes of: (a) providing the AI Services to Customer; and (b) generating aggregated and anonymized analytics and operational telemetry concerning Platform usage, performance, and reliability. KLARIS AI shall not use Customer Data to train, refine, or improve AI models except as expressly permitted under Section 6.2.

5.5 By uploading Customer Data, Customer represents and warrants that they own or otherwise control all necessary rights to such data, including all rights necessary to upload, process, and analyze such data through the Platform.

6. Data Usage and Privacy

6.1 Customer Data Ownership and Control

6.1.1 Customer retains all ownership rights, title, and interest in and to Customer Data. KLARIS AI processes Customer Data solely as a data processor on Customer’s behalf for the purpose of providing the AI Services.

6.1.2 Customer may export, download, or delete their Customer Data at any time through the Platform interface, subject to any legal retention obligations.

6.1.3 In addition to its role as data processor for Customer Data, KLARIS AI processes Authorized Users’ business contact data (such as names and work email addresses) and usage data as an independent data controller for purposes of providing the Platform, account administration, billing, security, fraud prevention, and compliance with legal obligations. Such processing is governed by KLARIS AI’s Privacy Policy.

6.2 Use of Customer Data for AI Training (Opt-In Only)

6.2.1 KLARIS AI will NOT use Customer Data to train, improve, or refine AI models unless Customer has explicitly opted in to such use. By default, Customer Data is used only for providing AI Services to that specific Customer and is not used for model training or improvement.

6.2.2 If Customer opts in to allow use of Customer Data for AI model improvement, KLARIS AI will:

• Pseudonymize, aggregate, and where technically feasible de-identify Customer Data before use in training;
• Remove company names, product identifiers, and other confidential business information to the extent technically feasible;
• Use such data only to improve the general performance and accuracy of the AI Services;
• Allow Customer to revoke consent at any time through their account settings.

6.2.3 Aggregated, anonymized usage statistics and analytics that cannot be used to identify any Customer or specific medical device products may be used by KLARIS AI to improve the Platform and AI Services.

6.3 Data Security and Certification

6.3.1 KLARIS AI implements industry-standard security measures to protect Customer Data, including encryption in transit and at rest, access controls, regular security assessments, and compliance with applicable data protection regulations. Our information security management system is independently certified to ISO/IEC 27001:2022, and the full register of security controls KLARIS AI maintains is published at trust.klaris.ai/controls. The current ISO/IEC 27001:2022 certificate and supporting policies (including the Acceptable Use Policy, Change Management Policy, and Vendor Management Policy) may be requested via trust.klaris.ai/resources. Security and compliance frequently-asked questions are published at trust.klaris.ai/faqs. Security inquiries may be addressed to security@klaris.ai.

6.3.2 Security measures include:

• End-to-end encryption: data is encrypted in transit using TLS 1.3 and at rest using AES-256;
• Strict access controls with role-based permissions;
• Regular security assessments and vulnerability testing;
• Compliance with UK GDPR and EU GDPR requirements;
• Continuous monitoring and incident response procedures.

KLARIS AI processes data in compliance with UK GDPR and EU GDPR. To the extent that any processing of personal data occurs through the Platform (including business-contact data of Customer’s Authorized Users), such processing is governed by KLARIS AI’s Data Processing Agreement (“DPA”), which is provided with and incorporated by reference into the Contract and forms an integral part of these T&Cs. The DPA shall be executed prior to commencement of services. In the event of any conflict between these T&Cs and the DPA in respect of personal data processing, the DPA shall prevail.

6.4 Data Location and Backup

6.4.1 Customer Data is processed and stored in EU/UK regions, including by KLARIS AI’s third-party AI sub-processors. KLARIS AI maintains data centers and processing arrangements in compliance with UK and EU data protection requirements.

6.4.2 KLARIS AI maintains regular backups of Customer Data in accordance with industry best practices. Backup retention periods and procedures are detailed in Section 15.

7. Acceptable Use Policy

Customers agree that they shall not:

• Use the credentials of or make user credentials available to another individual. Our licenses are granted per user and can only be used by the designated individuals. KLARIS AI will not be liable for any loss that you may incur if someone else uses your password or account, either with or without your knowledge;
• Use or attempt to gain access to another user’s or company’s account, password, data, or computer systems or networks connected to any KLARIS AI server;
• Use any materials in any manner that infringes any intellectual property rights or other rights of any party;
• Disrupt or interfere with the security of, or otherwise cause harm to, the Platform, AI Services, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform;
• Upload or otherwise submit any software, programs or files that are harmful or disruptive, including any corrupted files, viruses, malware, or malicious code;
• Disrupt, interfere with or inhibit any other user from using and enjoying the Platform;
• Access or use the Platform in any manner that could damage, disable, overburden or impair any KLARIS AI server or the networks connected to any KLARIS AI server;
• Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or trade secrets of the AI Services or Platform;
• Use the Platform to create a competing product or service, or to benchmark or monitor the availability, performance, or functionality of the Platform;
• Violate any applicable laws or regulations related to the access to or use of the Platform, or engage in any activity prohibited by these T&Cs;
• Violate the rights of KLARIS AI or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another;
• Use the Platform to process, analyze, or generate content that is illegal, fraudulent, defamatory, or violates third-party rights;
• Attempt to manipulate, game, or circumvent usage limits, rate limits, or other restrictions imposed on the Platform or AI Services;
• Resell, sublicense, or otherwise commercially exploit the Platform or AI Services without KLARIS AI’s written authorization.

8. Copyright Infringement

KLARIS AI reserves the right to terminate the accounts of users who infringe the intellectual property rights of others.

If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Platform, please provide written notification of claimed copyright infringement to hello@klaris.ai. The notification must contain: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the infringing content is located on the Platform; (d) your contact information (address, telephone number, email address); (e) a statement by you that you have a good-faith belief that the use is not authorized; and (f) a statement that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf.

9. Payment

9.1 The Subscription Fees owed by a Customer to KLARIS AI are stated in a Contract or on the pricing page of our website. Fees may vary based on Subscription Plan, number of users, usage volume, AI processing requirements, and additional features selected.

9.2 Incremental users added to Subscription Plans or overages in usage limits (such as document processing volumes or AI query limits) will adjust fees accordingly. Invoices for incremental users or usage overages will be issued on a monthly basis unless otherwise agreed.

9.3 The Subscription Fee is due monthly or annually in advance unless otherwise agreed. The default payment method is credit card with automatic renewal unless another payment option has been individually agreed upon or provided for in these terms (such as payment by invoice for enterprise customers).

9.4 KLARIS AI may adjust the Price List from time to time. Any price increase shall apply only upon renewal of the then-current Subscription Term and shall not affect fees payable during the then-current Subscription Term.

9.4.1 KLARIS AI will notify Customer of any price increase applicable upon renewal at least sixty (60) days in advance of the renewal date.

9.4.2 If Customer does not accept the adjusted Subscription Fee, Customer may decline renewal by providing written notice prior to the renewal date.

9.5 KLARIS AI may suspend access to the Platform until outstanding fees are paid. Customer will be automatically in default thirty (30) days after the receipt of the invoice, without requiring a reminder. No prior notice is required in this case. The foregoing shall not apply to amounts that are the subject of a good-faith dispute notified by Customer in writing within fifteen (15) days of receipt of the invoice; in such case, the parties shall promptly seek to resolve the disputed amount in good faith, and any undisputed portion shall remain payable on its original due date.

9.6 If Customer is in default with payment of the Subscription Fee, KLARIS AI is entitled to charge interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998. KLARIS AI reserves the right to claim further damages.

9.7 All fees are exclusive of applicable taxes, duties, or similar governmental charges. Customer is responsible for all such taxes except those based on KLARIS AI’s net income.

10. Service Level Agreement

10.1 During the Subscription Term, KLARIS AI will use commercially reasonable efforts to provide a Monthly Uptime Percentage of at least 99.5%. Monthly Uptime Percentage means the percentage of minutes in a calendar month that the Platform is accessible and operational.

10.2 The uptime target in Section 10.1 does not include unavailability due to:

• Customer’s use of the Platform in a manner not authorized in these T&Cs or not in accordance with documentation;
• Force-majeure events or factors outside of KLARIS AI’s reasonable control, including Internet access problems, denial-of-service attacks, or infrastructure failures;
• Customer’s equipment, software, network connections or other infrastructure;
• Customer’s abnormal or excessive use of the Platform or AI Services;
• Third-party equipment, software, or services (other than KLARIS AI’s authorized subcontractors);
• Scheduled maintenance or emergency maintenance (with reasonable advance notice where possible);
• Platform upgrades or updates, including AI model updates or improvements.

10.3 KLARIS AI’s monitoring systems are the source of truth for determining uptime. No service credits, refunds, or other financial remedies are available for failure to meet the uptime target except where expressly set out in the applicable Contract. No uptime commitment applies to free, trial, or beta services.

11. Warranties and Disclaimers

11.1 KLARIS AI provides its Platform and AI Services according to generally accepted technology standards and with the care customary within the industry.

11.2 THE PLATFORM, AI SERVICES, AND ALL KLARIS AI MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OPERATION.

11.3 KLARIS AI DOES NOT WARRANT THAT:

• The Platform or AI Services will meet Customer’s specific requirements or expectations;
• AI Output will be accurate, complete, reliable, or error-free;
• The Platform will operate without interruption or be completely secure;
• Any errors or defects will be corrected within a specific timeframe;
• Use of the AI Services will comply with all applicable laws in Customer’s jurisdiction.

11.4 CUSTOMER ACKNOWLEDGES THAT AI TECHNOLOGY IS INHERENTLY PROBABILISTIC AND MAY PRODUCE INACCURATE, INCOMPLETE, OR MISLEADING RESULTS. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI OUTPUT BEFORE RELYING ON IT FOR ANY PURPOSE.

11.5 KLARIS AI EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PLATFORM OR AI SERVICES CONSTITUTE REGULATORY CONSULTING, LEGAL ADVICE, OR CERTIFICATION OF COMPLIANCE. THE PLATFORM IS A TOOL TO ASSIST WITH DOCUMENTATION REVIEW AND DOES NOT REPLACE THE NEED FOR QUALIFIED REGULATORY PROFESSIONALS, PERSON RESPONSIBLE FOR REGULATORY COMPLIANCE (PRRC), OR OTHER REQUIRED EXPERTS. CUSTOMER SHOULD ALWAYS CONSULT WITH QUALIFIED REGULATORY AND LEGAL PROFESSIONALS BEFORE MAKING REGULATORY DECISIONS OR SUBMISSIONS.

11.6 Customer is obliged to report any errors or defects to KLARIS AI promptly in writing, describing the error’s appearance, its effects, and circumstances of occurrence. Customer shall grant KLARIS AI reasonable time to address the error.

11.7 Insurance. During the term of any Contract, KLARIS AI shall maintain at its own expense such insurance coverage as is commercially reasonable for a company of its size, sector, and risk profile. KLARIS AI shall provide a summary of its then-current coverage upon reasonable written request from Customer, no more than once per calendar year.

12. Limitation of Liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KLARIS AI BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, OPPORTUNITIES, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL;
• DAMAGES RESULTING FROM INACCURATE, INCOMPLETE, OR MISLEADING AI OUTPUT;
• DAMAGES ARISING FROM CUSTOMER’S RELIANCE ON AI SERVICES WITHOUT INDEPENDENT VERIFICATION;
• DAMAGES ARISING FROM UNAUTHORISED ACCESS TO CUSTOMER DATA BY THIRD PARTIES;
• DAMAGES ARISING FROM CUSTOMER’S VIOLATION OF THESE T&CS OR APPLICABLE LAW.

12.2 Subject to Sections 12.3 and 12.4, KLARIS AI’s total aggregate liability for all claims arising from or relating to these T&Cs or the Platform shall not exceed the total Subscription Fees paid by Customer in the twelve (12) months preceding the event giving rise to liability.

12.3 Nothing in these T&Cs shall limit or exclude liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; any liability that cannot be excluded or limited by applicable law.

12.4 Enhanced Cap. Notwithstanding Section 12.2, KLARIS AI’s aggregate liability for: (a) breach of confidentiality obligations under Section 16; (b) breach of data protection obligations under the DPA; and (c) KLARIS AI’s indemnification obligations under Section 13A, shall be capped at two (2) times the Subscription Fees paid by Customer in the twelve (12) months preceding the event giving rise to liability.

12.5 Customer is obliged to minimize damages under their control, including by maintaining adequate backups of Customer Data and verifying AI Output before relying on it.

12.6 KLARIS AI is liable for loss of data only up to the amount of typical recovery costs that would have arisen had proper and regular data backup measures been taken by Customer.

13. Indemnification

Customer agrees to indemnify, defend, and hold harmless KLARIS AI and its officers, directors, employees, contractors, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from:

• Customer Data and any third party’s use of or reliance on Customer Data or AI Output;
• Customer’s access to or use of the Platform or AI Services;
• Customer’s regulatory submissions, compliance decisions, or actions based on AI Output;
• Customer’s violation of these T&Cs;
• Customer’s violation of any applicable laws or regulations;
• Customer’s infringement of any third party’s intellectual property rights;
• Actions of Customer’s users, team members, or anyone accessing the Platform through Customer’s account;
• Customer’s reliance on AI Output without independent verification by qualified regulatory professionals;
• Any claim that Customer Data violates or infringes any third-party rights.

13A. Klaris AI Intellectual Property Indemnification

13A.1 KLARIS AI shall defend, indemnify, and hold harmless Customer from any third-party claim alleging that Customer’s authorized use of the Platform in accordance with these T&Cs infringes such third party’s UK or EU registered patent, copyright, trademark, or trade secret rights (an “IP Claim”), and shall pay any damages or settlement amounts finally awarded against Customer in respect of such IP Claim, subject to the limitations in Section 12.

13A.2 KLARIS AI shall have no obligation under Section 13A.1 to the extent the IP Claim arises from: (a) Customer Data or any content provided by Customer; (b) use of the Platform in combination with products, services, software, or data not provided by KLARIS AI; (c) modifications to the Platform not made by or on behalf of KLARIS AI; (d) use of the Platform in violation of these T&Cs or applicable law; (e) AI Output relied upon by Customer without independent verification by qualified regulatory professionals; or (f) use of any beta, trial, evaluation, or free version of the Platform.

13A.3 If the Platform becomes, or in KLARIS AI’s reasonable opinion is likely to become, the subject of an IP Claim, KLARIS AI may, at its sole option and expense: (a) procure for Customer the right to continue using the Platform; (b) modify or replace the Platform with a substantially equivalent non-infringing alternative; or (c) terminate the affected Contract and refund any prepaid Subscription Fees for the unused portion of the then-current Subscription Term.

13A.4 As a condition of indemnification, Customer shall: (a) promptly notify KLARIS AI in writing of any IP Claim; (b) grant KLARIS AI sole control of the defense and settlement of the IP Claim; and (c) provide reasonable cooperation at KLARIS AI’s expense.

13A.5 This Section 13A states KLARIS AI’s sole liability and Customer’s exclusive remedy for any actual or alleged infringement of third-party intellectual property rights arising from use of the Platform.

14. Restriction and Termination of Use

14.1 If Customer breaches these T&Cs, Customer’s authorization to access or use the Platform automatically terminates.

14.2 In case of material breach from Customer, KLARIS AI may suspend or restrict Customer’s access to all or part of the Platform after providing reasonable notice and opportunity to cure where appropriate.

14.3 Material breaches include but are not limited to:

• Non-payment of fees for more than 30 days after due date;
• Unauthorized access attempts, hacking, or security violations;
• Sharing credentials or allowing unauthorized use of the Platform;
• Attempting to reverse engineer, decompile, or extract the AI models or algorithms;
• Using the Platform for illegal purposes or to process illegal content;
• Excessive or abusive use that impacts system performance for other customers;
• Violation of intellectual property rights.

14.4 If Customer believes access was suspended in error, Customer may contact KLARIS AI support. KLARIS AI will either provide reasoning or restore access.

14.5 Termination by Customer. Customer may not terminate the Contract for convenience during the then-current Subscription Term. Customer may give written notice of non-renewal prior to the end of the then-current Subscription Term, in which case the Contract will terminate at the end of that Term. The foregoing is without prejudice to: (a) Customer’s right to decline renewal where KLARIS AI has notified a price increase to take effect at renewal (Section 9.4.2); (b) Customer’s right to terminate where KLARIS AI has proposed a material adverse amendment that Customer has not accepted (Section 17.4); (c) Customer’s right to terminate where a force-majeure event affecting KLARIS AI continues for more than sixty (60) days (Section 17.8); and (d) Customer’s right to terminate for KLARIS AI’s material breach in accordance with Section 14.6.

14.6 Termination for Cause. Either party may terminate the Contract immediately upon written notice if the other party materially breaches these T&Cs and fails to cure such breach within thirty (30) days of written notice describing the breach in reasonable detail (where the breach is capable of cure).

14.7 Termination by KLARIS AI for Convenience. KLARIS AI may terminate the Contract for convenience by providing ninety (90) days’ written notice; in such case, KLARIS AI shall refund any prepaid Subscription Fees on a pro-rata basis for the unused portion of the then-current Subscription Term.

14.8 Effect of Termination. All Subscription Fees accrued through the effective date of termination remain due and payable. No refunds will be provided for prepaid fees on termination by Customer (other than as expressly provided in these T&Cs) or on termination by KLARIS AI for Customer’s material breach. Upon termination, Customer will have thirty (30) days to export Customer Data from the Platform. After this period, KLARIS AI may delete Customer Data in accordance with its data retention policies and the DPA, except where retention is required by law.

15. Support and Data Backup

15.1 Support

Support for KLARIS AI is provided via email, chat, or support portal as specified in the Subscription Plan. We continuously update our documentation and knowledge base to help customers. Support levels and response times vary by Subscription Plan. For detailed support terms, please refer to our Support Policy available on our website.

KLARIS AI’s standard documentation package consists of: (i) the then-current ISO/IEC 27001:2022 certificate; (ii) the policies, reports and security artifacts published or made available on request via KLARIS AI’s Trust Center at trust.klaris.ai/resources (including the Acceptable Use Policy, Change Management Policy, Vendor Management Policy, IT Leadership Committee Charter, and the most recent penetration-testing and internal-audit summary reports); (iii) the security controls register published at trust.klaris.ai/controls; (iv) the Subprocessors Directory at trust.klaris.ai/subprocessors; (v) a completed standard security questionnaire; (vi) the executed DPA; and (vii) SLA reporting. Any audit, on-site inspection, supplier qualification assessment, or bespoke compliance documentation requested by Customer beyond this standard documentation package shall be performed on a chargeable basis at KLARIS AI’s then-current professional services rates, subject to a separate scope-of-work and statement of work.

15.2 Data Backup

KLARIS AI maintains automated backups of Customer Data in accordance with industry best practices. Backup retention policies are as follows: continuous incremental backups for operational recovery; daily backups retained for 30 days; weekly backups retained for 90 days; backups stored in geographically distributed locations within EU/UK regions for redundancy. Backup data is encrypted and stored in secure data centers. Customer is encouraged to maintain independent backups of critical Customer Data.

16. Confidentiality

16.1 Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information only for purposes of performing under these T&Cs.

16.2 “Confidential Information” means all non-public information disclosed by one party to the other, including Customer Data, business information, technical information, and the terms of these T&Cs.

16.3 Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these T&Cs; (b) was rightfully known prior to disclosure; (c) is rightfully obtained from a third party without confidentiality obligations; or (d) is independently developed without use of Confidential Information.

16.4 Either party may disclose Confidential Information if required by law or court order, provided reasonable notice is given to allow the disclosing party to seek protective measures.

16.5 These confidentiality obligations survive termination of these T&Cs for a period of five (5) years.

17. General Provisions

17.1 Governing Law

These T&Cs shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

17.2 Dispute Resolution

Any disputes arising from or relating to these T&Cs shall first be attempted to be resolved through good-faith negotiations. If resolution cannot be achieved within 60 days, disputes shall be resolved through the exclusive jurisdiction of the courts of England and Wales.

17.3 Entire Agreement

These T&Cs, together with any Contract, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations regarding the subject matter.

17.4 Amendments

KLARIS AI may modify these T&Cs from time to time on at least thirty (30) days’ prior written notice to Customer. Modifications that materially and adversely affect Customer (including changes to fees other than as permitted under Section 9.4, material reductions in service levels, or material increases in Customer’s liability or obligations) will take effect only upon: (a) Customer’s express written acceptance; or (b) renewal of the then-current Subscription Term, whichever is earlier. If Customer does not accept a material modification and the Subscription Term renews, Customer may terminate the Contract under Section 14 without further liability beyond fees accrued to the termination date. Non-material modifications take effect upon expiry of the notice period and Customer’s continued use of the Platform constitutes acceptance.

17.5 Severability

If any provision of these T&Cs is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, severed, and the remaining provisions shall remain in full force and effect.

17.6 Waiver

No waiver of any provision of these T&Cs shall be deemed a further or continuing waiver of such provision or any other provision.

17.7 Assignment

Customer may not assign or transfer these T&Cs or any rights hereunder without KLARIS AI’s prior written consent. KLARIS AI may assign these T&Cs in connection with a merger, acquisition, or sale of substantially all assets.

17.8 Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including: acts of God; war, terrorism, or civil unrest; epidemics, pandemics, or public-health emergencies; cyberattacks, denial-of-service attacks, or other malicious technical disruptions affecting the Platform or its infrastructure; failure or outage of public utilities, internet infrastructure, cloud service providers, or third-party AI service providers on which the Platform materially depends; labor disputes; governmental actions, sanctions, or restrictions; and natural disasters. The affected party shall notify the other party promptly and use commercially reasonable efforts to mitigate the impact. If a force-majeure event continues for more than sixty (60) days, either party may terminate the Contract upon written notice without further liability, save for amounts accrued prior to such termination.

17.9 Notices

All notices under these T&Cs shall be in writing and sent to the contact information provided by the parties. Notice shall be deemed given when delivered by email (with confirmation) or three days after posting by registered mail.

17.10 Export Compliance

Customer shall comply with all applicable export control and sanctions laws. Customer represents that it is not located in, or a national of, any country subject to comprehensive sanctions and is not on any government restricted-party list.

17.11 Relationship of Parties

The parties are independent contractors. These T&Cs do not create a partnership, franchise, joint venture, agency, or employment relationship.

17.12 Third-Party Beneficiaries

These T&Cs are for the benefit of the parties only and do not create any third-party beneficiary rights. A person who is not a party to these T&Cs shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these T&Cs.

17.13 Customer Recognition

KLARIS AI may display Customer’s company name and logo on the KLARIS AI website and in marketing materials only with Customer’s prior written consent, which may be granted in the Contract or by separate written approval. Customer may revoke such consent at any time by written notice, in which case KLARIS AI will remove the relevant references within a reasonable period.

17.14 Survival

The following provisions shall survive termination or expiration of these T&Cs or any Contract: Section 5 (Intellectual Property), Section 6 (Data Usage and Privacy) to the extent of any continuing obligations, Section 9 (Payment) in respect of fees accrued prior to termination, Section 11 (Warranties and Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 13A (KLARIS AI Intellectual Property Indemnification), Section 16 (Confidentiality), Section 17 (General Provisions), and any other provision that by its nature is intended to survive.

Contact Information

For questions, support, or concerns regarding these Terms and Conditions, please contact KLARIS AI through:

• Website: https://www.klaris.ai
• General enquiries: hello@klaris.ai
• Data protection matters: privacy@klaris.ai
• Data Protection Officer: dpo@klaris.ai

End of Terms and Conditions v1.3.