1.1 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. 

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

2.1 The Publisher shall comply with all applicable data protection and privacy laws, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Data (Use and Access) Act 2025. 

2.2 Unless expressly agreed otherwise in writing, all services and agents provided under this Agreement operate within the Customer’s Microsoft 365 and/or Azure tenant. The Publisher does not access, store, or process Customer Data except for usage metrics and telemetry required for service operation, metered billing, and license compliance. 

2.3 The Customer remains solely responsible for its own compliance obligations and for ensuring that its use of the Publisher’s services is lawful under applicable regulations. 

2.4 The Customer is the controller of Customer Data; the Publisher acts as a service provider and does not access Customer Data except for minimal telemetry necessary for operation and billing. 

3.1 The Publisher adheres to Responsible AI principles, including fairness, transparency, and accountability. 

3.2 The Customer agrees to use the services in a manner consistent with these principles and applicable law, and bears full responsibility for the lawful and ethical use of AI agents, including compliance with UK GDPR, the Data Protection Act 2018, the Data (Use and Access) Act 2025, and other applicable law. 

3.3 The Publisher’s agents operate on and extend Microsoft Copilot services. Customers acknowledge that these services are subject to the operational considerations and limitations described in the Microsoft Copilot Terms and related Transparency Notes. 

3.4 AI-generated outputs (“Agent Outputs”) are provided on an “as-is” basis without warranties of accuracy, completeness, or fitness for purpose. Agent Outputs do not constitute legal, compliance, financial, or professional advice. Customers agree to review and verify all Agent Outputs before relying on them and assume all responsibility for decisions made based on such outputs. 

4.1 The Publisher’s total aggregate liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the greater of (a) the fees paid by the Customer for the applicable subscription during the 12 months preceding the claim or (b) £10,000. 

4.2 The Publisher shall not be liable for indirect, consequential, special, or punitive damages, loss of profits, or loss of data, except where liability cannot be excluded under applicable law. 

4.3 Nothing in this Amendment limits liability for fraud, willful misconduct, or any liability that cannot be lawfully excluded or limited under English law. 

4.4 Nothing excludes liability for death or personal injury caused by negligence. 

5.1 The Publisher provides software agents for use within the Customer’s Microsoft 365 and/or Azure tenant. Availability and performance of these agents depend on the Customer’s environment and Microsoft services, and are therefore outside the Publisher’s control. 

5.2 No specific uptime guarantee applies under this Amendment. 

6.1 This Amendment supplements the Microsoft Standard Contract and prevails over any conflicting terms therein. 

6.2 Open-source components included in the Publisher’s services are licensed under their respective terms, which prevail over conflicting terms herein.