Skip to main content

These Terms of Service ("Terms") govern your access to and use of the InsightMesh platform and any related services ("Services") provided by InsightMesh Limited, a company registered in England and Wales, with its registered address at 82A James Carter Road, Mildenhall, IP28 7DE, United Kingdom ("InsightMesh", "we", or "us").

By accessing or using our Services, you agree to these Terms on behalf of your organisation ("Customer"). If you do not agree, do not use the Services. These Terms apply to business customers only — we do not contract with individual consumers.

The commercial specifics of your subscription (fees, term, user seats, and agreed service levels) are set out in a separate Order Form. In the event of a conflict, the Order Form takes precedence over these Terms.

1. Definitions

  • "Agreement" means these Terms, the applicable Order Form, and any Data Processing Agreement, collectively.
  • "Authorised Users" means the employees or contractors of the Customer who are permitted to access the Services under the Order Form.
  • "Customer Data" means all data, documents, and content uploaded to or processed through the Services by the Customer or its Authorised Users.
  • "AI Output" means any content, analysis, summary, or response generated by the platform in response to Customer inputs.
  • "Confidential Information" means non-public business, technical, financial, or pricing information disclosed by either party.
  • "InsightMesh IP" means all software, algorithms, models, documentation, interfaces, and other proprietary technology underlying the Services.
  • "Subscription Term" means the period set out in the Order Form during which the Customer is licensed to use the Services.
  • "Fees" means the amounts payable by the Customer as set out in the Order Form.

2. Licence Grant

Subject to these Terms and timely payment of Fees, InsightMesh grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Services during the Subscription Term, solely for the Customer's internal business purposes and within the scope set out in the Order Form.

The Customer may not:

  • Sub-license, resell, or transfer access to the Services to any third party;
  • Reverse engineer, decompile, or attempt to extract the source code of any part of the Services;
  • Use the Services to build a competing product or service;
  • Exceed the number of Authorised Users or usage limits set out in the Order Form;
  • Remove or obscure any proprietary notices on the Services.

3. Acceptable Use

The Customer must not use the Services to:

  • Process data that has been obtained unlawfully or in breach of any third-party rights;
  • Violate any applicable law, including the UK GDPR and the Data Protection Act 2018;
  • Upload or transmit malicious code, viruses, or any content intended to damage or disrupt the Services;
  • Harass, defame, or infringe the rights of any individual;
  • Generate content that is unlawful, fraudulent, or discriminatory;
  • Rely on AI Outputs as the sole basis for making regulated professional decisions (legal, medical, financial, or clinical) without appropriate independent human review;
  • Attempt to circumvent or test the security or access controls of the platform without InsightMesh's prior written authorisation.

InsightMesh reserves the right to suspend access to the Services immediately on notice where it reasonably believes a breach of this clause is occurring or has occurred.

4. Account Responsibilities

The Customer is responsible for all activity occurring under its account and for ensuring that all Authorised Users comply with these Terms. The Customer must:

  • Maintain the confidentiality of account credentials and promptly notify InsightMesh of any suspected unauthorised access;
  • Ensure that Authorised Users are made aware of and comply with these Terms before accessing the Services;
  • Ensure it has a lawful basis under applicable data protection law for uploading any personal data to the Services.

5. Fees and Payment

Fees are as set out in the Order Form. Unless otherwise agreed:

  • Invoices are payable within 30 days of the invoice date;
  • All Fees are exclusive of VAT and any other applicable taxes, which are payable in addition by the Customer;
  • Late payments accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998 (8% above the Bank of England base rate) from the due date until the date of payment;
  • InsightMesh may increase Fees at renewal with at least 60 days' prior written notice;
  • Fees paid are non-refundable except as expressly set out in these Terms or an Order Form.

6. Intellectual Property

6.1 InsightMesh IP

All rights in and to the InsightMesh IP — including the platform, software, algorithms, models, documentation, and any improvements or derivative works — remain exclusively owned by InsightMesh. Nothing in these Terms transfers any ownership rights to the Customer.

6.2 Customer Data

The Customer retains all ownership of Customer Data. The Customer grants InsightMesh a limited, non-exclusive licence to process Customer Data solely to the extent necessary to provide the Services and comply with its obligations under this Agreement. InsightMesh will not use Customer Data to train, fine-tune, or improve any AI model without the Customer's prior explicit written consent.

6.3 AI Outputs

To the extent permitted by applicable law (including the Copyright, Designs and Patents Act 1988), AI Outputs generated from the Customer's inputs and Customer Data vest in and are assigned to the Customer. InsightMesh makes no claim to ownership of AI Outputs generated for the Customer. The Customer is solely responsible for ensuring that AI Outputs do not infringe any third-party intellectual property rights, and acknowledges that InsightMesh does not warrant that they are original, non-infringing, or protectable under copyright.

6.4 Feedback

If the Customer provides suggestions, feedback, or improvement ideas regarding the Services, InsightMesh may freely use and incorporate such feedback without obligation or attribution to the Customer.

7. Customer Data and Data Processing

Where Customer Data contains personal data (as defined in the UK GDPR), the Customer is the data controller and InsightMesh is a data processor acting solely on the Customer's documented instructions. This relationship is governed by a Data Processing Agreement ("DPA"), which is incorporated into and forms part of this Agreement. The DPA sets out the mandatory obligations required by Article 28 of the UK GDPR, including sub-processor management, data subject rights assistance, security obligations, and breach notification.

The Customer warrants that it has a lawful basis under applicable data protection law for all personal data uploaded to the Services, and that it has provided any required notices to data subjects covering processing by InsightMesh as a sub-processor.

8. Confidentiality

Each party agrees to keep the other's Confidential Information confidential and to use it only for the purposes of this Agreement. Each party must apply at least the same level of care to protect the other's Confidential Information as it applies to its own confidential information, and in no event less than reasonable care.

These obligations do not apply to information that:

  • Is or becomes publicly known through no breach of this Agreement;
  • Was already known to the receiving party without restriction at the time of disclosure;
  • Is independently developed by the receiving party without use of the disclosing party's Confidential Information; or
  • Is required to be disclosed by law or regulation, provided the disclosing party is given prior written notice where legally permitted.

Confidentiality obligations survive termination of this Agreement for 5 years, except in respect of trade secrets, which are protected indefinitely.

9. Warranties and Disclaimers

9.1 InsightMesh warranties

InsightMesh warrants that:

  • The Services will perform materially as described in the documentation during the Subscription Term;
  • It will provide the Services with reasonable skill and care; and
  • Its security measures will meet reasonable industry standards for an enterprise AI platform.

9.2 AI Output disclaimer

The Customer acknowledges that AI Outputs are generated probabilistically and may be inaccurate, incomplete, biased, or otherwise imperfect. InsightMesh does not warrant that AI Outputs are accurate, complete, fit for any particular purpose, or free from errors. The Customer is solely responsible for reviewing, validating, and taking responsibility for any decisions made based on AI Outputs. AI Outputs must not be treated as professional advice (legal, medical, financial, or otherwise) and must not be relied upon for high-stakes decisions without independent human verification.

9.3 Exclusions

To the maximum extent permitted by applicable law (including the Unfair Contract Terms Act 1977), InsightMesh does not warrant that the Services will be error-free, uninterrupted, or free from security vulnerabilities; that AI Outputs will meet the Customer's specific requirements; or that any third-party services integrated with the platform will remain available.

9.4 Non-excludable liability

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under English law.

10. Limitation of Liability

10.1 Cap on liability

Subject to Clause 9.4, each party's total aggregate liability to the other arising out of or in connection with this Agreement (whether in contract, tort, statute, or otherwise) in any 12-month period shall not exceed the total Fees paid or payable by the Customer to InsightMesh in the 12 months immediately preceding the event giving rise to the claim.

10.2 Exclusion of indirect losses

Subject to Clause 9.4, neither party shall be liable to the other for any: loss of profits; loss of revenue; loss of business or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of data (beyond documented recovery costs); or any indirect, special, incidental, punitive, or consequential loss or damage, even if advised of the possibility of such loss.

10.3 Uncapped liabilities

The cap in Clause 10.1 shall not apply to:

  • The Customer's obligation to pay Fees;
  • Either party's liability for breach of confidentiality (subject to a separate higher cap of 200% of annual Fees);
  • The Customer's indemnity obligations under Clause 11; or
  • Any liability that cannot be excluded or limited under English law.

11. Indemnities

11.1 InsightMesh indemnity

InsightMesh will defend the Customer against any third-party claim that the Services themselves (excluding Customer Data and AI Outputs) infringe a third party's intellectual property right enforceable in the United Kingdom, and will pay any damages finally awarded, provided that the Customer: (a) promptly notifies InsightMesh in writing of the claim; (b) grants InsightMesh sole control of the defence and settlement; and (c) provides reasonable cooperation. InsightMesh may, at its option, modify the Services to avoid infringement, obtain a licence, or terminate the Agreement with a pro-rata fee refund.

11.2 Customer indemnity

The Customer will indemnify and hold InsightMesh harmless from any losses, claims, regulatory fines, or penalties arising from: (a) the Customer's breach of applicable data protection law in connection with Customer Data; (b) the Customer's use of AI Outputs without appropriate human review; or (c) the Customer's breach of the Acceptable Use obligations in Clause 3.

12. Term and Termination

12.1 Term

This Agreement commences on the date set out in the Order Form and continues for the Subscription Term. Unless either party provides written notice of non-renewal at least 90 days before the end of the Subscription Term, the Agreement will automatically renew for successive periods of equal length at the then-current Fees.

12.2 Termination for cause

Either party may terminate this Agreement by written notice if:

  • The other party commits a material breach that is not remedied within 30 days of written notice specifying the breach; or
  • The other party becomes insolvent, enters administration, receivership, or liquidation, or makes any arrangement with its creditors.

12.3 Effect of termination

On termination or expiry for any reason:

  • All licences granted under this Agreement immediately cease;
  • The Customer must cease using the Services and delete InsightMesh's Confidential Information;
  • InsightMesh will make Customer Data available for export for 30 days, after which it will be securely deleted in accordance with the DPA;
  • All accrued payment obligations survive termination;
  • Clauses 6 (IP), 8 (Confidentiality), 9 (Warranties), 10 (Liability), 11 (Indemnities), and 15 (Governing Law) survive termination.

13. Force Majeure

Neither party is liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including natural disasters, pandemic, government action, widespread internet or infrastructure outages, or civil unrest ("Force Majeure Event"). The affected party must notify the other promptly and use reasonable endeavours to mitigate the impact. Payment obligations are not excused by a Force Majeure Event. If a Force Majeure Event persists for more than 60 days, either party may terminate this Agreement on written notice and the Customer shall receive a pro-rata refund of prepaid Fees.

14. Changes to the Services and Terms

InsightMesh may update or modify the Services from time to time. We will provide at least 30 days' written notice of any material change that adversely affects the Customer's use of the Services. If a material change is unacceptable, the Customer may terminate the Agreement on written notice before the change takes effect and receive a pro-rata refund of prepaid Fees.

InsightMesh may also update these Terms. We will provide 30 days' notice of material changes. Continued use of the Services after the effective date of updated Terms constitutes acceptance.

15. General

  • Entire agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior representations, discussions, and agreements.
  • Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force.
  • Waiver: Failure by either party to enforce any provision does not constitute a waiver of the right to enforce it subsequently.
  • Notices: Formal legal notices must be in writing and sent by email to the designated contact address in the Order Form, or by registered post to the party's registered address. Email notices take effect on the next business day.
  • Assignment: The Customer may not assign or transfer its rights or obligations under this Agreement without InsightMesh's prior written consent. InsightMesh may assign this Agreement to a group company or in connection with a merger or sale of its business on written notice.
  • No third-party rights: The Contracts (Rights of Third Parties) Act 1999 is excluded — this Agreement confers no rights on any person other than the parties to it.
  • Relationship: The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship.
  • Precedence: In the event of any conflict: Order Form > Data Processing Agreement > these Terms.

16. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising under or in connection with this Agreement.

Contact

For any questions about these Terms, please contact us:

  • Email: sales@insightmesh-ai.com
  • Post: InsightMesh Limited, 82A James Carter Road, Mildenhall, IP28 7DE, United Kingdom