Terms of Service

Last updated: 16 October 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Aeterno Ltd ("Company", "we", "us", "our") and the organisation you represent ("Customer", "you", "your").

By accessing our website (aeternoai.com) or using our Model Asset platform services (including UBMA and UHEMA solutions), you agree to be bound by these Terms.

Company Details:

Aeterno Ltd
Registered in England and Wales

2. Our Services

2.1 Service Description

Aeterno AI provides a B2B SaaS platform offering:

UBMA (Unified Building Model Asset): Digital asset management solutions for buildings and estates
UHEMA (Unified Home Energy Model Asset): Energy management and optimisation tools
Related professional services, consultancy, and support

2.2 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted service. We may suspend access for:

Scheduled maintenance (with reasonable notice where practical)
Security concerns or suspected breach
Legal or regulatory compliance
Force majeure events

3. Customer Obligations

3.1 Acceptable Use

You agree to:

Use our services only for lawful business purposes
Provide accurate information and maintain current contact details
Comply with all applicable laws and regulations
Respect intellectual property rights
Maintain confidentiality of your account credentials

3.2 Prohibited Activities

You must not:

Attempt unauthorised access to our systems or other users' data
Interfere with service operation or security
Use our services for illegal or fraudulent purposes
Reverse engineer, decompile, or disassemble our platform
Resell or redistribute our services without written agreement
Upload malicious code or compromise system integrity
Misrepresent your identity or organisation

4. Intellectual Property

4.1 Our Intellectual Property

All rights in our platform, including software, algorithms, models, designs, trademarks, and content, remain our exclusive property. These Terms grant you only a limited, non-exclusive, non-transferable right to use our services.

4.2 Customer Data

You retain all rights to your data. By using our services, you grant us a licence to process your data solely to:

Provide and improve our services
Generate anonymised analytics and insights
Comply with legal obligations

4.3 Feedback

Any suggestions, feedback, or ideas you provide may be used by us without obligation or compensation to you.

5. Commercial Terms

5.1 Fees and Payment

Service fees, payment terms, and billing cycles will be specified in your service agreement or order form. All fees are exclusive of VAT and other applicable taxes.

5.2 Late Payment

We reserve the right to:

Charge interest on overdue amounts at 8% above the Bank of England base rate
Suspend services for accounts more than 30 days overdue
Recover reasonable collection costs

6. Confidentiality

Both parties agree to:

Maintain confidentiality of any non-public information disclosed
Use confidential information solely for performing under these Terms
Protect confidential information with reasonable care

This obligation does not apply to information that:

Becomes publicly known through no breach
Was rightfully known before disclosure
Is independently developed
Must be disclosed by law

7. Data Protection

7.1 Compliance

Both parties shall comply with applicable data protection laws, including UK GDPR and EU GDPR.

7.2 Processing

Where we process personal data on your behalf, a separate Data Processing Agreement will apply.

7.3 Security

We implement industry-standard security measures. However, you acknowledge that no system is completely secure, and we cannot guarantee absolute security.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that our services will:

Perform materially in accordance with specifications
Be provided with reasonable skill and care
Comply with applicable laws

8.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

Services will be error-free or uninterrupted
All defects will be corrected
Services will meet all your requirements
Results from service use will be accurate or reliable

9. Limitation of Liability

9.1 Exclusions

NEITHER PARTY SHALL BE LIABLE FOR:

Indirect, incidental, special, or consequential damages
Loss of profits, revenue, or anticipated savings
Loss of business or opportunities
Loss of goodwill or reputation
Loss or corruption of data (except as covered by indemnities)

9.2 Cap on Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR WILFUL MISCONDUCT, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE IN THE 12 MONTHS PRECEDING THE CLAIM.

9.3 Statutory Rights

Nothing in these Terms excludes or limits liability for:

Death or personal injury caused by negligence
Fraud or fraudulent misrepresentation
Any liability that cannot be excluded under applicable law

10. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from:

Your breach of these Terms
Your use of our services
Violation of any third-party rights
Your data or content

11. Term and Termination

11.1 Term

These Terms commence upon your first access to our services and continue until terminated.

11.2 Termination

Either party may terminate:

For convenience: Upon 30 days' written notice
For cause: Immediately upon material breach not cured within 14 days of notice
Immediately: For insolvency, bankruptcy, or cessation of business

11.3 Effect of Termination

Upon termination:

Your access rights cease immediately
Outstanding fees become due
You must return or destroy our confidential information
We will assist with data export for 30 days (fees may apply)

Provisions that by nature should survive will remain in effect.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any service agreements, constitute the entire agreement between parties.

12.2 Amendments

We may modify these Terms with 30 days' notice. Continued use after changes constitutes acceptance.

12.3 Assignment

You may not assign these Terms without our written consent. We may assign our rights to a successor or affiliate.

12.4 Severability

If any provision is held invalid, the remaining provisions shall continue in full force.

12.5 Waiver

No waiver shall be effective unless in writing and signed by the waiving party.

12.6 Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control.

12.7 Notices

Notices must be in writing to:

Us: legal@aeternoai.com or registered office address
You: Email address or postal address in your account

12.8 Third-Party Rights

These Terms do not create any third-party beneficiary rights.

13. Governing Law and Disputes

13.1 Governing Law

These Terms are governed by the laws of England and Wales, excluding conflict of law provisions.

13.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of England and Wales.

13.3 Dispute Resolution

Before commencing legal proceedings, parties agree to attempt good faith resolution through senior management discussion for 30 days.

14. Contact Information

For questions about these Terms or our services:

Email: legal@aeternoai.com