These Terms of Service (“Terms”) govern the provision of the software-as-a-service (SaaS) platform and related analytics services provided by DECIBELS AI LTD (“Decibels AI”, “we”, “us”, or “our”), a company registered in England and Wales, with its registered office at Flat 31, 27, City Central Wellington Street, Leeds, United Kingdom, LS1 4EA.
By executing an Order Form that references these Terms, or by accessing or using the Decibels AI platform, the client (“Client”, “you”, or “your”) agrees to be bound by these Terms.
1. Definitions
2. Provision of Service and License
2.1 Right to Access: Subject to these Terms and payment of all applicable fees, Decibels AI grants the Client a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform for internal business purposes during the Subscription Term.
2.2 Acceptable Use: The Client shall not (a) reverse engineer, decompile, or disassemble the Platform; (b) share login credentials with unauthorized third parties; (c) use the Platform for any illegal or malicious purpose; or (d) exceed agreed API call limits or data storage caps specified in the Order Form.
3. Intellectual Property Rights
3.1 Decibels AI IP: Decibels AI retains all ownership, rights, title, and interest in and to the Platform, underlying algorithms, machine learning models, UI/UX, and any general know-how developed during the provision of the services.
3.2 Client Data: The Client retains all rights, title, and interest in and to the Client Data.
3.3 Aggregated and Anonymized Data: The Client grants Decibels AI an irrevocable, perpetual, royalty-free license to use aggregated and strictly anonymized Client Data to train its machine learning algorithms, benchmark industry trends, and improve the Platform. This data will never identify the Client or disclose confidential business metrics to third parties.
4. Analytics, Data Accuracy, and Disclaimers
4.1 “Garbage In, Garbage Out”: The accuracy and utility of the Platform’s Outputs depend entirely on the completeness, formatting, accuracy and variability of the Client Data provided. Decibels AI assumes no liability for flawed models or incorrect Outputs resulting from inaccurate or incomplete Client Data.
4.2 No Guarantee of ROI: The Client acknowledges that Marketing Mix Modeling is a statistical methodology designed to estimate past marketing impact. The Outputs represent algorithmic estimations and recommendations, not financial guarantees. Decibels AI does not guarantee any future sales, revenue, or specific Return on Investment (ROI). The Client makes business and media buying decisions at their own sole risk.
5. Fees and Payment
5.1 Fees: The Client shall pay the subscription fees set forth in the Order Form. Unless otherwise stated, all fees are quoted in GBP (£) and are exclusive of Value Added Tax (VAT), which will be applied at the prevailing statutory rate.
5.2 Payment Terms: Invoices are payable within 30 days of the invoice date.
5.3 Late Payments: Under the Late Payment of Commercial Debts (Interest) Act 1998, Decibels AI reserves the right to charge statutory interest on any undisputed overdue amounts at the rate of 8% above the Bank of England base rate, plus administrative debt recovery costs.
6. Term and Termination
6.1 Term: This Agreement commences when the Client uses the Platform in any way, or on the effective date of the Order Form and continues for the initial term specified therein (e.g., 12 months). Unless otherwise stated, subscriptions will automatically renew for successive periods of the same length unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.
6.2 Suspension: Decibels AI may suspend the Client’s access to the Platform without liability if the Client’s account is more than 14 days in arrears or if the Client materially breaches Section 2.2 (Acceptable Use).
6.3 Data Extraction: Upon termination, the Client will have 30 days to export their Outputs and Client Data. After this period, Decibels AI shall have the right to permanently delete all underlying Client Data from its active servers.
7. Limitation of Liability
7.1 Exclusions: Nothing in these Terms shall limit or exclude either party’s liability for death or personal injury caused by negligence, fraud, or any liability which cannot be legally excluded under the laws of England and Wales (including the Unfair Contract Terms Act 1977).
7.2 Indirect Losses: Neither party shall be liable to the other for any indirect, consequential, special, or punitive damages, or for any loss of profits, loss of anticipated savings, loss of business opportunity, or reputational damage, whether arising in contract, tort (including negligence), or otherwise.
7.3 Liability Cap: To the maximum extent permitted by law, Decibels AI’s total aggregate liability arising out of or in connection with these Terms shall not exceed 100% of the total fees paid by the Client to Decibels AI in the twelve (12) months immediately preceding the event giving rise to the claim.
8. Data Protection (UK GDPR)
To the extent that Decibels AI processes any Personal Data (as defined by the UK General Data Protection Regulation and the Data Protection Act 2018) on behalf of the Client, the parties will execute and adhere to a separate Data Processing Agreement (DPA), which shall be incorporated into these Terms by reference.
9. General Provisions
9.1 Force Majeure: Neither party will be liable for delays or failures in performance resulting from acts beyond their reasonable control, including natural disasters, strikes, or widespread internet outages.
9.2 Third-Party Rights: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
9.3 Governing Law and Jurisdiction: These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The courts of Leeds, England shall have exclusive jurisdiction to settle any such dispute or claim.