Standard Terms and Conditions

Version 2.3

These Standard Terms and Conditions (the "Terms") govern access to and use of the Meikai platform and the related services described in one or more Order Forms. They form a binding agreement between Meikai Ltd, a company incorporated in England and Wales under company number 16607357, with registered office at 51h Wickham Road, London, England, SE4 1LT ("Meikai", "we" or "us"), and the customer named in the applicable Order Form (the "Client", "you" or "your").

By signing an Order Form that references these Terms, or by accessing or using the Services, the Client agrees to be bound by these Terms. Together with each Order Form and the Data Processing Agreement, these Terms make up the entire agreement between the Parties for the Services (the "Agreement").

Where an Order Form names Meikai SASU, a company incorporated in France, as the contracting entity, references to Meikai in these Terms are to that entity, and the governing law and jurisdiction set out in that Order Form apply in place of clause 19.

In these Terms, capitalised terms have the meanings given below.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Confidential Information" means any non-public, proprietary or sensitive information disclosed by or on behalf of one Party to the other, whether orally, in writing or electronically, that is marked confidential or that a reasonable person would understand to be confidential, including the terms of the Agreement, the Platform, pricing, roadmaps and any data the Platform generates.

"Customer Data" means data submitted, transmitted or otherwise made available by or on behalf of the Client to the Platform in connection with the Services, including data made available through the Client's websites, analytics tools, logs, integrations and other authorised sources.

"Derived Data" means aggregated, anonymised, de-identified or otherwise non-client-identifying data, analytics, benchmarks, models, learnings and insights generated by or for Meikai from Customer Data and/or Usage Data in order to operate, secure, support and improve the Services.

"DPA" means the Data Processing Agreement incorporated into the Agreement.

"Order Form" means a document executed or accepted in writing by the Parties that describes the subscribed Services, modules, brands, domains, users, term and fees.

"Platform" means Meikai's proprietary software-as-a-service platform for monitoring and optimising brand visibility across large language models and generative engines, together with any related modules, agents, tools and APIs.

"Services" means access to and use of the Platform and any related professional, onboarding or support services described in an Order Form.

"Usage Data" means technical, operational and usage data generated in connection with the Client's and its users' access to and use of the Services.

2.1 These Terms govern all Services provided by Meikai to the Client. Each Order Form incorporates these Terms and sets out the specific commercial terms that apply.

2.2 Each Order Form will specify the subscribed modules, brands, domains, users, service term, fees and any implementation, onboarding, support or other professional services included in the Services.

2.3 If there is any conflict between these Terms and an Order Form, the Order Form prevails, but only for the specific commercial terms it addresses and only where it refers expressly to the clause it varies. In all other respects these Terms prevail.

3.1 Licence grant. Subject to the Agreement and to payment of the applicable fees, Meikai grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform during the term of the relevant Order Form, for the Client's internal business purposes.

3.2 Restrictions. The Client shall not, and shall not permit any third party to: (a) reverse engineer, decompile or attempt to derive the source code of the Platform, except to the extent this restriction is prohibited by law; (b) resell, sublicense, rent or otherwise make the Platform available to any third party except as expressly permitted in an Order Form; (c) use the Platform to build a competing product or service; (d) interfere with or disrupt the integrity or performance of the Platform; or (e) use the Services in violation of applicable law.

3.3 Updates. Meikai may update, enhance or modify the Platform from time to time, provided that it does not materially reduce the core functionality of the Services during the term of an active Order Form.

3.4 Affiliates and users. The Client is responsible for use of the Services by its Affiliates and authorised users as if it were its own use.

The Client shall: (a) use the Services lawfully and in accordance with the Agreement; (b) keep its access credentials secure and confidential; (c) be responsible for the accuracy, quality and legality of Customer Data and for its right to make Customer Data available to Meikai; and (d) provide reasonable cooperation, information and assistance to enable Meikai to deliver the Services.

5.1 Fees are set out in the applicable Order Form and are exclusive of VAT and any other applicable taxes, which the Client shall pay in addition where due.

5.2 Unless an Order Form states otherwise, Meikai will invoice the fees as set out in the Order Form and each invoice is payable within thirty (30) days of the invoice date (Net 30).

5.3 Late payments may bear interest at the maximum rate permitted by applicable law, accruing from the due date until payment.

5.4 All amounts are payable without set-off, deduction or withholding, except as required by law. Fees are non-refundable except where these Terms or an Order Form expressly provide otherwise.

6.1 Platform. Meikai and its licensors retain all right, title and interest, including all intellectual property rights, in and to the Platform, the Services and any Derived Data. The Meikai name, logo and product names are trademarks of Meikai and no right to use them is granted except as expressly set out in the Agreement.

6.2 Customer Data. As between the Parties, the Client retains all right, title and interest in and to Customer Data.

6.3 Licence to Customer Data. The Client grants Meikai a non-exclusive, worldwide, royalty-free right to host, copy, transmit, process, analyse and otherwise use Customer Data solely as necessary to provide, secure, support and improve the Services and as otherwise permitted by the Agreement and the DPA.

6.4 Usage Data and Derived Data. Meikai may collect and use Usage Data and Derived Data for its internal business purposes, including operating, monitoring, securing, supporting and improving the Services and developing new features, provided that Meikai does not identify the Client as the source of any Derived Data.

6.5 Feedback. If the Client provides feedback or suggestions about the Services, Meikai may use them without restriction or obligation, provided it does not identify the Client.

7.1 Each Party shall protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than a reasonable standard, use it only for the purposes of the Agreement, and disclose it only to its employees, contractors, advisers and Affiliates who need it and who are bound by equivalent confidentiality obligations.

7.2 These obligations do not apply to information that is or becomes public through no fault of the receiving Party, was lawfully known to it without restriction before disclosure, is independently developed without use of the Confidential Information, or is lawfully received from a third party without restriction.

7.3 A Party required to disclose Confidential Information by law or a regulator may do so, provided it gives reasonable prior notice where lawful and limits the disclosure to what is required.

7.4 The confidentiality obligations in this clause continue for five (5) years after termination or expiry of the Agreement.

8.1 Roles. To the extent Meikai processes personal data contained in Customer Data on the Client's behalf, the Client acts as controller and Meikai acts as processor, as further described in the DPA.

8.2 DPA. The DPA is incorporated into and forms part of the Agreement and governs all processing of personal data.

8.3 Processor obligations. Meikai shall: (a) process personal data only on the Client's documented instructions; (b) ensure that personnel authorised to process the data are bound by confidentiality; (c) implement appropriate technical and organisational measures; (d) notify the Client without undue delay and in any event within seventy-two (72) hours after becoming aware of a personal data breach; (e) assist the Client with data subject requests and compliance obligations; and (f) maintain a list of subprocessors and notify the Client of intended changes.

8.4 International transfers. Where personal data is transferred outside the UK or the EEA, the Parties shall put in place an appropriate transfer mechanism as required by applicable law.

Meikai shall maintain an information security program aligned with industry standards, including encryption in transit (TLS 1.2 or higher) and at rest where appropriate, logical access controls and authentication, monitoring, logging and vulnerability management, and secure hosting with reputable providers. On reasonable request, Meikai shall provide a summary of its security measures.

10.1 Availability. Meikai targets monthly Platform availability of 98.5%, excluding scheduled maintenance, emergency maintenance, failures of third-party services or infrastructure outside Meikai's reasonable control, and force majeure events.

10.2 Support. Meikai will use reasonable efforts to acknowledge critical issues within one (1) business day and non-critical issues within two (2) business days.

10.3 Service credits. If monthly availability falls below the target in clause 10.1, the Client may request a service credit equal to two percent (2%) of the monthly fee for the affected period, capped at ten percent (10%) of that monthly fee. Service credits are the Client's sole and exclusive remedy for any failure to meet the availability target.

11.1 Each Party warrants that it has the authority to enter into the Agreement.

11.2 Meikai warrants that it will provide the Services in a professional and workmanlike manner and with reasonable skill and care.

12.1 Except as expressly stated in the Agreement, the Services are provided on an "as is" and "as available" basis, and Meikai disclaims all other warranties, whether express or implied, to the maximum extent permitted by law, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

12.2 The Services analyse and report on outputs generated by third-party large language models and generative engines that Meikai does not own or control. Such outputs are probabilistic and may change over time, and may be incomplete or inaccurate. The Services are provided as decision-support tools. Meikai does not warrant any particular ranking, visibility, traffic or commercial outcome, and the Client remains responsible for its own decisions and use of the insights provided.

13.1 Nothing in the Agreement limits or excludes either Party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

13.2 Subject to clause 13.1, neither Party is liable for any indirect, special, incidental, punitive or consequential loss, or for any loss of profit, revenue, data, goodwill or anticipated savings, whether or not foreseeable.

13.3 Subject to clauses 13.1 and 13.2, each Party's total aggregate liability arising out of or in connection with the Agreement shall not exceed two (2) times the fees paid or payable under the relevant Order Form in the twelve (12) months preceding the event giving rise to the claim.

13.4 The limitations in clauses 13.2 and 13.3 do not apply to the Client's payment obligations, breach of confidentiality, a Party's data protection obligations, the indemnities in clause 14, or a Party's fraud or wilful misconduct.

14.1 By Meikai. Meikai shall defend and indemnify the Client against third-party claims alleging that the Client's authorised use of the Platform infringes the intellectual property rights of a third party.

14.2 By the Client. The Client shall defend and indemnify Meikai against third-party claims arising from Customer Data or from the Client's use of the Services in breach of the Agreement.

14.3 Process. The indemnified Party shall promptly notify the other of the claim, allow the indemnifying Party to control the defence and settlement (provided that no settlement imposing a non-financial obligation on the indemnified Party is made without its consent), and provide reasonable cooperation.

15.1 Term. The Agreement starts on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated.

15.2 Order Forms. Each Order Form sets out its own term and any minimum commitment.

15.3 Termination for convenience. After any minimum commitment in an Order Form, the Client may terminate that Order Form on thirty (30) days' written notice and Meikai may terminate on sixty (60) days' written notice, in each case effective at the end of the then-current period.

15.4 Termination for cause. Either Party may terminate the Agreement or an affected Order Form with immediate effect if the other commits a material breach that is not remedied within thirty (30) days of written notice, or becomes insolvent or subject to comparable proceedings that are not dismissed within sixty (60) days.

15.5 Effect. On termination or expiry, the Client's right to access the Services ends. On the Client's written request made within thirty (30) days, Meikai will return or delete Customer Data in accordance with the DPA, subject to applicable law and standard backup and disaster-recovery processes. Termination does not relieve the Client of the obligation to pay fees accrued before the effective date of termination.

15.6 Survival. Clauses that by their nature should survive, including clauses 5, 6, 7, 8, 12, 13, 14, 18, 19 and 20, survive termination or expiry.

Each Party shall comply with all applicable laws, including anti-bribery, anti-corruption and applicable sanctions and export-control laws.

On reasonable prior notice and no more than once in any twelve (12) month period, the Client may request documentation reasonably demonstrating Meikai's compliance with its security and data protection obligations under the Agreement.

Neither Party will issue any public announcement about the Agreement or use the other's name, logo or trademarks without that Party's prior written consent. The Parties may agree in an Order Form or separately in writing to a specific use of name and logo, including reference to the Client in Meikai's customer list.

19.1 The Agreement and any dispute arising out of or relating to it are governed by the laws of England and Wales, without regard to conflict-of-laws principles.

19.2 The Parties submit to the exclusive jurisdiction of the courts of England and Wales. Before starting formal proceedings, the Parties shall use reasonable efforts to resolve the dispute amicably within thirty (30) days of written notice.

20.1 Entire agreement. The Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior communications, representations and understandings. The terms of the Agreement prevail over any conflicting terms in any purchase order or click-through terms.

20.2 Variation. Any change to these Terms must be in writing and signed by both Parties, except that Meikai may update these Terms for new Order Forms on notice.

20.3 Assignment. Neither Party may assign the Agreement without the other's prior written consent, except that either Party may assign to an Affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

20.4 Subcontracting. Meikai may use subcontractors to provide the Services while remaining responsible for their performance.

20.5 Force majeure. Neither Party is liable for any delay or failure to perform caused by events beyond its reasonable control.

20.6 Notices. Notices under the Agreement must be in writing and sent to the contacts set out in the Order Form, and are deemed received on delivery, including by email.

20.7 Waiver and severability. A failure to enforce any provision is not a waiver of it. If any provision is found unenforceable, the rest remains in force and the provision will be adjusted to the minimum extent necessary to make it enforceable.

20.8 No partnership. Nothing in the Agreement creates a partnership, joint venture or agency between the Parties.

20.9 Third-party rights. A person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

20.10 Counterparts. The Agreement may be signed in counterparts, including electronically.

Agreed by the Parties:

For and on behalf of Meikai Ltd

Name:

Title:

Signature:

Date:

For and on behalf of the Client

Name:

Title:

Signature:

Date:

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