Version 2026-10-16
Business terms and conditions for platform, cloud, and connected compute.
Supplier:
CommonAI Compute Ltd.
C/O Mishcon De Reya LLP
4 Station Square
Cambridge, CB1 2GE
United Kingdom
Effective date: the date the Customer accepts these terms and conditions.
1. Terms, Orders, and scope
1.1 These business-to-business terms and conditions are between the supplier and customer named in an Order. They take effect when the Customer accepts an Order or these terms and conditions. By placing an Order, the Customer requests the affected Service, confirms the Order is accurate, authorised and within its approvals and budgets, agrees to pay all resulting Charges and accepts these terms and conditions and the applicable Provider Terms. The Customer is responsible for Orders placed using its accounts, identities, or credentials. The person accepting confirms that they can bind the Customer and that the Customer is acting wholly or mainly for business purposes.
1.2 The contract consists of these terms and conditions, each Order, the Provider Terms in clause 13, and the Supplier's Data Processing Addendum where it applies.
1.3 Mandatory provider Terms prevail only for the relevant provider service. The order then prevails over the applicable Provided Terms followed by these terms and conditions. An operational command or instruction does not vary the contract. An Order cannot give rights or warranties that the Provider does not permit.
1.4 Customer purchase-order terms do not apply, even if the Supplier accepts or fulfils a purchase order, invoice portal process, or other Customer document. The Customer’s internal procurement, purchase-order, accounts-payable, invoice-portal, vendor-onboarding or budget-approval processes do not condition, delay or reduce its payment, cooperation, acceptance, or offboarding obligations unless the Supplier expressly agrees in writing. A variation must be expressly agreed in the Order or in writing by the Supplier.
2. Key definitions
2.1 Supplier Platform means the software, identity, orchestration, quota, and support functions controlled by the Supplier. Provider Service means cloud, software, support, or another third-party offering. Services means both, plus any services in an Order.
2.2 Provider Account means an organisation-level cloud account, tenant, subscription, project, organisation, folder, or billing account. It is not an individual login. Human User means a person with a separately assigned identity. Machine Credential means a token, key, certificate, service account, or service principal used by a non-human process.
2.3 Automated Agent means software authorised to act without human approval for each action. Customer Environment means infrastructure, accounts, clusters, networks, software, and identities owned, leased, selected, or connected by the Customer. Customer Change means a change made or authorised by the Customer outside an intended Supplier Platform function.
2.4 Customer Data includes the Customer's data, code, workloads, instructions, configurations, and credentials. Provider Terms includes applicable customer terms, policies, acceptable-use rules, licences, data terms, offer terms and service levels. Charges include Supplier fees, Provider charges, VAT and other applicable taxes, duties, levies, withholding and other amounts due. Applicable Law means all law, regulation, regulatory guidance, sanctions, export-control, anti-bribery, anti-tax-evasion, anti-slavery, and data-protection requirements applicable to a party, the Services or the Customer’s use of them. Order means any request or instruction made or authorised by the Customer or a User to obtain, activate, launch, scale, configure, renew or use a Service, including an order form, online order, statement of work, reseller order, marketplace order, accepted quotation, command, API request, console or portal action, or other ordering document or instruction accepted by the Supplier for Services. User means a Human User, administrator, contractor, invitee or other person or account using or accessing the Services through the Customer. UK business day means a day other than a Saturday, Sunday, or public holiday in England.
3. Services and Providers
3.1 The Supplier will provide the Supplier-controlled Services in an Order using reasonable care and skill. The Supplier Platform may request and manage compute, but the Supplier does not operate the underlying Provider infrastructure merely because it can access it.
3.2 The Customer decides whether a Service, location, configuration, and output meet its technical, security, legal and regulatory needs. Descriptions, interfaces, dashboards, recommendations, configurations, estimates, examples and other platform outputs are not professional, legal, tax, accounting, financial, security, compliance, procurement, operational or engineering advice and are not promises of continuous operation, compatibility, cost saving, security posture, compliance status or a particular result. The Customer must independently validate all outputs, configurations, cost estimates, security settings, suitability, and implementation decisions before relying on them or putting them into production.
3.3 Before a resold Provider Service is ordered or activated, the Customer must accept the applicable Provider Terms. The Supplier may refuse, delay or condition onboarding, activation, provisioning or continued use until due diligence, Provider acceptance, eligibility, credit, payment-method, security, sanctions, export-control, tax, location, and compliance checks are complete and satisfactory to the Supplier and its supply chain.
3.4 The Customer authorises the Supplier, its distributor, and the Provider to record and verify acceptance and authority. Records may include the Customer and signatory details, date, Provider, service, region, terms title/version/URL and transaction or attestation ID.
3.5 The Customer authorises the Supplier and its supply chain to order, create, link, administer, support, transfer and unlink Provider Services as required by the Order and Provider Terms.
3.6 Providers, distributors, and the Supplier are independent businesses. The Supplier cannot give extra Provider warranties. Provider Services and terms may change, be suspended or withdrawn.
3.7 The Supplier may update supported Providers, services, regions, and integration methods. It will use reasonable efforts to forward material notices it receives that specifically affect the Customer.
4. Customer responsibilities and acceptable use
4.1 The Customer is responsible for its Users, Automated Agents, Customer Data, workloads, licences, backups, Provider Accounts, Customer Environments, configurations, instructions, security and compliance with Applicable Law and Provider Terms.
4.2 The Customer must retain independent access to each Provider console or Customer Environment, meaning direct access through the relevant Provider console, portal or API, use authoritative provider records to monitor usage and Charges, and use that access to administer or stop Provider resources if the Supplier Platform is unavailable or cannot perform a required action.
4.3 The Customer must not use a Service unlawfully; infringe rights; distribute malware or spam; compromise security; evade controls or charges; make, store or transmit unlawful, defamatory or infringing material; or breach sanctions, export controls, anti-bribery, anti-tax-evasion, modern-slavery, licensing or Provider restrictions.
4.4 Government, public-sector, national-cloud, regulated, safety-critical, nuclear, life-support, biometric identification, medical-device, critical-infrastructure, financial-services regulatory, health or similarly high-risk use requires prior written approval and any additional Provider terms.
4.5 The Customer must give accurate, complete and current information and prompt cooperation for onboarding, billing, tax, location, eligibility, regulated-use, signatory authority, support, security, Provider investigations, notices, claims, audits, regulatory enquiries, transfer, sanctions and export-control screening and offboarding, and must promptly notify the Supplier of any actual or suspected unauthorised access, unlawful use or material security incident affecting the Services. The Customer warrants that information it provides for those purposes is accurate, complete, and not misleading. The Customer must maintain its own cost, security, compliance, governance, procurement, approval, monitoring, logging, backup, resilience, and operational controls outside the Supplier Platform. The Supplier may require minimum security controls, including multi-factor authentication, least privilege, secure configuration baselines, vulnerability remediation, logging, incident-notification processes, and administrative-contact coverage before activation or as a condition of continued use.
5. Accounts, security, Agents, and customer-provided compute
5.1 Each Human User must have a separate identity and must not share login credentials. The Customer must secure credentials, use appropriate multi-factor authentication, and least privilege, and promptly revoke access when it is no longer needed.
5.2 Subject to Provider rules, the Supplier will provide administrative access appropriate to the Provider Service. It need not provide root, break-glass, or super-admin credentials where that would conflict with the agreed security model.
5.3 The Customer may use an Automated Agent only with an approved and appropriately limited Machine Credential. The Customer is responsible for every Agent instruction, action, omission, and resulting Charge as if it were its own.
5.4 Removing or changing billing links, delegated access, service accounts, credentials, networking, or configuration may disable the Supplier Platform. The Supplier is not responsible for resulting failure, continued activity, Charges, or remediation. Remediation is chargeable.
5.5 If the Customer connects its own or leased Kubernetes or other compute, it remains responsible for ownership or contractual authority, credentials and RBAC, capacity, networking, versions, patching, security, licences, backups, availability, support, and third-party charges.
5.6 The Customer must maintain that compute so the Supplier Platform can connect to it. The Supplier does not operate or warrant it and is not responsible for its failure, compromise, changes, or charges.
5.7 The Supplier will use reasonable technical and organisational security measures for the Supplier Platform and will respond to confirmed security incidents affecting it in accordance with Applicable Law, but no security measure guarantees that every compromise or loss will be prevented.
6. Charges, prices, and quotas
6.1 The Customer must pay all Charges arising from the Services without set off or deduction except as required by law. Valid Provider charges remain payable even if reported late, invoiced after termination or generated outside the Supplier Platform. The Supplier may require prepayment, deposits, credit limits, payment-method validation, shorter payment periods or immediate payment for pass-through Provider charges, overages, commitments, or material increases in usage or credit exposure.
6.2 Provider and distributor usage and billing records are final. Displayed prices, estimates, dashboards, recommendations, configurations, and alerts are informational unless an Order says they are fixed. The Customer must not rely on them as a substitute for its own cost controls, procurement approvals or technical, security, compliance, or financial review.
6.3 The prices displayed may be public or list prices and may include only EC2 or other compute charges, and may exclude storage, data transfer, support, licences, marketplace items, taxes and other AWS or Provider charges, commitments, currency changes, credits, discounts, and customer-specific adjustments. The Supplier does not warrant that displayed pricing is complete or accurate and is not liable for inaccuracies to the maximum extent permitted by law.
6.4 Quotas, budgets, approvals, and alerts are reasonable-efforts technical aids, not financial guarantees. They normally affect only new activity and may not stop existing, queued, delayed, indirect or externally started activity. The Customer must not rely on them as its only spending control. If usage exceeds thresholds, changes materially, appears abnormal or creates material credit, security, operational or Provider risk, the Supplier may pause provisioning, reduce or refuse quotas, require payment assurance, require usage remediation, or suspend new resource creation without liability.
6.5 Commitments, subscriptions, and reservations remain payable for their terms unless the Order and Provider Terms allow cancellation. Each Order states renewal, cancellation, and non-cancellable charges; the Customer deadline may be earlier than the Provider deadline.
6.6 Invoices are due within 14 days. The Customer must dispute an invoice in good faith before the due date, identifying the disputed amount and reasons; undisputed amounts must be paid on time. Overdue amounts may carry statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
6.7 The Customer pays applicable taxes, including VAT where chargeable, except taxes on the Supplier's net income and indemnifies the Supplier and its supply chain against tax claims caused by inaccurate Customer information, location, status, use, exemption certificate, reverse-charge treatment or withholding. If withholding or deduction is required by law, the Customer must gross up the payment so the Supplier receives the amount it would have received without the withholding or deduction, unless prohibited by law. The Customer must provide tax documentation, exemption certificates, residency forms, withholding receipts, and cooperation requested for invoicing, reporting, audits, reliefs, or refunds.
6.8 Unless an Order says otherwise, work outside the standard Supplier Platform and included support is £2,000 plus VAT per consultant day of eight hours, pro-rated in half-day increments. The Supplier will obtain Customer approval before chargeable work starts, except where urgent action is reasonably required to protect security, continuity or compliance, in which case the Supplier may proceed and give prompt notice. Planned maintenance and routine security updates are part of the Supplier Platform operation and included support unless an Order expressly states otherwise, and are separate from chargeable consultancy work.
7. Data, confidentiality, and intellectual property
7.1 The Customer owns Customer Data and gives the Supplier and its supply chain the limited rights needed to provide, secure, support and administer the Services and comply with Applicable Law.
7.2 Each party must comply with applicable data-protection law, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 where applicable. The Supplier's Data Processing Addendum applies when the Supplier processes personal data for the Customer as processor. Provider Terms may allocate data roles differently, and the Customer must give required notices, consent and lawful instructions and must not provide special-category, criminal-offence, or other highly sensitive personal data unless the Order expressly permits it. International transfers must use a valid UK transfer mechanism where required, which may include the UK International Data Transfer Agreement, UK Addendum to EU standard contractual clauses or another lawful safeguard.
7.3 Support may require the Supplier or distributor to share Customer or User information with a Provider. The Provider-specific position is in clause 13. Each party will provide reasonable information and assistance needed to handle data-subject requests, security incidents, records, impact assessments, regulator enquiries, and audit evidence in accordance with its role and Applicable Law.
7.4 Each party must protect the other's confidential information with reasonable care and use it only for the contract, subject to ordinary public, prior-knowledge, independent-development, and legally required disclosure exceptions. Each party may disclose confidential information to its affiliates, personnel, professional advisers, and subcontractors who need to know it and are bound by confidentiality obligations. A party making a legally required disclosure must, where lawful and practicable, give prior notice and disclose only what is required. On request or termination, a receiving party must return or delete confidential information, except for legal, regulatory, backup, insurance, or dispute-retention copies. Unauthorised disclosure may cause irreparable harm, for which damages may be inadequate.
7.5 The Customer must maintain its own backups and recovery arrangements. Unless an Order says otherwise, the Services are not an archive, backup, or disaster-recovery service.
7.6 Each party keeps its existing intellectual property. The Supplier and its licensors own the Supplier Platform, service know-how, templates, tooling, aggregated or anonymised telemetry that does not identify the Customer, and improvements or feedback relating to the Services. The Customer receives a limited, non-exclusive, non-transferable right to use the Supplier Platform during the Order. Third-party and open-source software, tools and libraries remain subject to their own licences.
8. Availability, support, and suspension
8.1 Unless an Order includes a service level, Services are provided as available. The Supplier does not guarantee uninterrupted access, capacity, recovery time, or workload start or completion. Unsupported, preview, beta, experimental, trial, free, evaluation, restricted, pre-release or non-available services, features, regions, integrations, and Provider offers are provided as-is and may be withdrawn, changed, suspended, rate-limited, made chargeable or discontinued without liability.
8.2 Standard support is by email from 09:00-17:30 London time on UK business days. Times are targets unless an Order makes them binding.
8.3 The Supplier provides first-line Provider support unless eligible direct support is ordered. A Provider service credit is limited to what the Supplier receives and can pass on, after the Customer provides timely evidence.
8.4 The Supplier may suspend a Service for non-payment, security, unlawful use, missing Provider acceptance, material breach, Provider instruction, or material operational risk. Where practicable and lawful, the Supplier will give prior notice and a reasonable opportunity to remedy, but may suspend immediately where needed to protect the Services, comply with law or follow Provider instruction. A Provider may also suspend under its terms.
8.5 Suspension does not cancel Charges and may not stop running resources or commitments. The Customer must use its independent access to stop them where appropriate.
9. Term, termination, and offboarding
9.1 Either party may end the contract or an Order on 30 days' notice, subject to any minimum term, commitment or different Order or Provider deadline. Either it may end immediately for an unremedied material breach after 14 days' notice, or if the other party becomes insolvent, enters administration or liquidation, has a receiver appointed, arranges with creditors, ceases, or threatens to cease business.
9.2 When a Service ends, the Customer must export what it needs and stop, transfer, relink or unlink resources, billing relationships and access using the current Provider process by the date stated in the Order or, if no date is stated, within 30 days after termination or expiry. If the Customer has not completed required offboarding steps by that deadline, remaining resources, data, accounts, access rights, billing links or credentials may be treated as abandoned to the maximum extent permitted by law, and the Supplier may remove access, unlink accounts, delete or allow deletion of Customer Data, cancel credentials, close support channels and take reasonable Provider or distributor offboarding steps without liability.
9.3 Use and Charges continue until the required technical and Provider steps are complete. The Customer must cooperate with verification, payment-method, agreement-acceptance, support-plan, delegated-access, and billing-link changes.
9.4 The Supplier may remove access and delete Customer Data after the applicable retention period or the offboarding deadline in clause 9.2, except to the extent retention is required by Applicable Law, backup processes or legitimate dispute, audit, or compliance purposes. Payment, confidentiality, intellectual property, liability, indemnity, audit, compliance, and offboarding terms survive.
10. Warranties and liability
10.1 The Supplier's only general warranty is to use reasonable care and skill for the Supplier-controlled Services. To the maximum extent permitted by law, other warranties, conditions, and terms implied by statute, common law or otherwise are excluded.
10.2 Subject to clause 10.6 and to the extent permitted by the Unfair Contract Terms Act 1977, the Supplier is not liable for indirect or consequential loss, or loss of profit, revenue, business, savings, goodwill, anticipated savings, loss or corruption of data, or costs of procuring substitute services, whether arising in contract, tort, negligence, breach of statutory duty or otherwise.
10.3 Subject to clause 10.6 and to the extent permitted by the Unfair Contract Terms Act 1977, the Supplier does not warrant a Provider Service or Customer Environment and is not responsible for its availability, security, capacity, billing, data, changes, or support.
10.4 Subject to clause 10.6 and to the extent permitted by the Unfair Contract Terms Act 1977, the Supplier is not liable for loss, damage or Charges arising from a Provider Service, Customer Environment, Customer Change, User, Automated Agent, Machine Credential, instruction, pricing display, estimate, quota or continuing activity, except to the extent directly caused by the Supplier's breach.
10.5 Subject to clause 10.6 and to the extent permitted by the Unfair Contract Terms Act 1977, the Supplier's total aggregate liability under the contract is limited to £100 in each rolling 12-month period.
10.6 Nothing excludes death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability that cannot legally be limited. Charges, tax obligations, and the Customer's indemnity are not reduced by the cap.
10.7 The Customer acknowledges that third-party infrastructure is outside the Supplier's control, that it can independently monitor and stop resources, and that the price and cap reflect this allocation of risk.
11. Customer indemnity
11.1 The Customer indemnifies the Supplier, its personnel, distributors and Providers against third-party claims, upstream Provider claims and reasonable costs arising from Customer Data, workloads, Customer Environments, Customer Changes, Automated Agents, credentials, tax, unlawful use, insecure Customer configuration or breach of the contract or Provider Terms.
11.2 The indemnity does not apply to the extent caused by the Supplier's breach, negligence, fraud or willful misconduct.
11.3 The Supplier must notify the Customer promptly, allow reasonable control of the defence and settlement, and cooperate at the Customer's cost. A settlement must not admit Supplier fault or impose an obligation on it without consent.
12. Changes and general terms
12.1 The Supplier may change Services, these terms and conditions and Provider links. Changes required by law, security or a Provider, distributor or other supply-chain requirement may be immediate. It will normally give 30 days' notice of another material adverse change.
12.2 Provider Terms change under their own rules. The Customer must complete any required reacceptance. If the Customer rejects a change, it must stop and offboard the affected Service, subject to commitments and Charges.
12.3 Notices may be sent through the Supplier Platform or to the account contact. Legal notices use the address in the Order. The Customer must keep its account contact and notice details current.
12.4 Neither party is liable for events beyond its reasonable control, but this does not excuse payment.
12.5 The Customer may not assign the contract without consent. The Supplier may assign it to an affiliate or with a reorganisation, financing or sale and may use subcontractors.
12.6 Nothing creates a partnership or agency. No third party may enforce the contract unless mandatory Provider Terms expressly say otherwise.
12.7 The contract is the entire agreement. Neither party relies on statements outside it. Nothing limits fraud or fraudulent misrepresentation, and any non-reliance wording applies only where fair and reasonable.
12.8 A waiver must be written. If a provision is unenforceable, it is adjusted or removed only as needed. These terms and conditions, each Order and any non-contractual obligations arising out of or in connection with them are governed by English law, and the courts of England and Wales have exclusive jurisdiction.
13. Provider Terms Schedule
13.1 Only the Provider terms for Services ordered or used by the Customer apply. The linked official terms may change; the Customer must accept or reaccept them where required before ordering or continued use. Ingram Micro or another distributor may require Provider product information, restrictions, notices, and software-licensing terms to be passed through, but no distributor-reseller terms apply to the Customer unless an Order or this schedule expressly says so.
13.2 Amazon Web Services
Applicable AWS terms: AWS Customer Agreement (https://aws.amazon.com/agreement/); AWS Service Terms (https://aws.amazon.com/service-terms/); AWS Acceptable Use Policy (https://aws.amazon.com/aup/); AWS SLAs (https://aws.amazon.com/legal/service-level-agreements/); AWS Data Processing Addendum.
13.2.1 The Customer must accept the applicable AWS agreement before activation and is responsible for its AWS account, Users, content, security, backups, use and all actual Charges.
13.2.2 Support starts with the Supplier unless direct AWS support is included. SLA claims must be made through the Supplier. Suspension may not stop Charges.
13.2.3 On any transfer or unlinking, including moving an AWS account or billing relationship to or from the Supplier or its distributor or removing that relationship as part of offboarding, the Customer must complete all required AWS, distributor, technical and administrative steps; AWS billing continues until those steps are complete. GovCloud, public-sector, restricted, or out-of-territory sales require prior approval.
13.3 Microsoft Azure and CSP services
Applicable Microsoft terms: regional Microsoft Customer Agreement (https://www.microsoft.com/licensing/docs/customeragreement); Microsoft Product Terms (https://www.microsoft.com/licensing/terms/product/ForOnlineServices/all); Azure Legal; Microsoft DPA; Azure SLAs.
13.3.1 Before ordering, the Customer must accept the regional Microsoft Customer Agreement directly or through a permitted attestation. The acceptance record may include the signatory's name, email, telephone, company, date, and attestation ID.
13.3.2 The Customer must maintain the reseller, tenant and separately authorised delegated-admin relationships needed for supply and support. Removing them may disable management and affect support or pricing.
13.3.3 The Customer must hold enough licences for every user, device, and workload; pooling, automation or multiplexing does not reduce licensing. Marketplace offers have separate publisher terms.
13.3.4 The Order states subscription, autorenewal, cancellation, overage and non-cancellable charges. Support starts with the Supplier unless direct Microsoft support is included.
13.4 Google Cloud
Applicable Google terms: Google Cloud Terms (https://cloud.google.com/terms); Service Specific Terms (https://cloud.google.com/terms/service-terms); Google AUP (https://cloud.google.com/terms/aup); Google Cloud DPA (https://cloud.google.com/terms/data-processing-addendum); Google Cloud SLAs.
13.4.1 The Customer must accept Google Cloud Terms and the Service Specific Terms, which are expressly incorporated. For resold services, the Customer also has a direct agreement with Google under the Resold Customers section.
13.4.2 Google, the Supplier, the distributor and the Customer are independent contractors, and neither the Supplier nor the distributor is Google’s agent, partner, or joint ventures. Support and SLA credits normally pass through the Supplier.
13.4.3 The Order states whether data is under the Customer's or reseller's Google organisational resource. That choice affects the applicable data-processing terms and access. The Customer must give required privacy notices and consents, including support disclosures to Google.
13.4.4 The Customer must maintain the reseller billing link. If it ends, Google may treat use as direct and bill the Customer. The Customer authorises disclosure of reseller fees where Google requires them for its resold-customer terms.
13.4.5 Google or the supply chain may suspend for billing, security, acceptable-use, or legal reasons. Government, restricted, preview or out-of-territory services require prior approval.
13.5 Other Providers
13.5.1 An Order may identify another Provider and its customer terms. Only terms for a Service the Customer orders or uses apply.
13.5.2 The Supplier will identify the applicable terms, acceptance, charging, support, data, and offboarding model before making a materially different Provider Service available.