AudienceLens Service Agreement

1. Parties and structure

This Service Agreement is between Intuitus Ltd, the provider and operator of AudienceLens, and the customer that accepts an Order Form, proposal, online order, statement of work or other written order for AudienceLens.

Intuitus Ltd is a company registered in England and Wales under company number 16607643, with its registered office at 143 Broadway, Gillingham, United Kingdom, ME8 6DR .

A customer accepts this Agreement when it signs or accepts an Order Form, completes an online order or checkout process, accesses the Service, or permits Authorised Users to access the Service after being given notice of these terms.

This Agreement is made up of these main terms, the applicable Order Form, the Data Processing Agreement, the Acceptable Use Policy, the Data Retention statement, the Security page and any other document expressly incorporated by reference.

If there is a conflict, the following order of precedence applies: the signed or accepted Order Form, the Data Processing Agreement for data-protection matters, these main terms, then the other incorporated documents.

Each Order Form should identify the customer legal name, billing contact, service tier or project scope, Authorised User or usage limits, Fees, payment frequency, initial term, renewal term, support plan, any agreed data export arrangements, any agreed higher liability cap and any special terms.

This Agreement is intended for business, charity, public-sector and organisational customers. It is not intended for consumers.

2. Definitions

Agreement means this Service Agreement and all incorporated documents.

Authorised Users means the customer's personnel, contractors or representatives permitted to access AudienceLens.

Customer Content means materials, prompts, files, text, information, audience assumptions, drafts, communications, metadata and other content submitted to AudienceLens by or on behalf of the customer.

DPA means the AudienceLens Data Processing Agreement.

Fees means the charges stated in the Order Form or otherwise agreed in writing.

Order Form means an accepted order, proposal, statement of work, purchase schedule, online checkout or other written ordering document that identifies the customer, service scope, fees and subscription or project term.

Output means reports, recommendations, rewritten wording, summaries, signals, scores, audience insights or other outputs generated through AudienceLens.

Service means AudienceLens and any related onboarding, support, reporting, configuration or consultancy services described in the Order Form.

Sensitive Data means special-category data, criminal-offence data, safeguarding records, health records, payment card data, financial account data, HR files, confidential casework records, passwords, secret keys and any other data that would create heightened risk if processed in the Service.

3. The Service

Subject to payment of the Fees and compliance with this Agreement, Intuitus Ltd grants the customer a limited, non-exclusive, non-transferable right for Authorised Users to access and use AudienceLens during the applicable subscription or project term for the customer's internal business, charitable, public-sector or organisational purposes.

AudienceLens is designed to help organisations review, test and improve communications that are planned for publication or external distribution. The exact functionality may vary by subscription, project or configuration.

AudienceLens may include content upload, prompt entry, audience-context analysis, message review, signal summaries, audience reaction analysis, risk and objection analysis, alternative wording, reporting, dashboards, version history, usage reporting, administrative workflows and support workflows.

Intuitus Ltd will provide the Service with reasonable skill and care and may improve or modify the Service from time to time, provided that it does not materially reduce the core functionality purchased by the customer during the then-current paid term.

4. Customer access and users

The customer is responsible for selecting and managing Authorised Users, keeping user details accurate, and promptly removing access for leavers or users who no longer require access.

The customer must appoint and maintain an account owner or administrator. Intuitus Ltd may treat instructions from the account owner, administrator or other authorised customer contact as authorised customer instructions unless Intuitus Ltd has reason to believe otherwise.

The customer must ensure that Authorised Users keep credentials confidential, use strong passwords or single sign-on where configured, and follow any multi-factor authentication requirements made available by Intuitus Ltd.

The customer is responsible for all activity under its accounts unless caused by Intuitus Ltd's breach of this Agreement.

5. Customer responsibilities

The customer is responsible for ensuring that Customer Content is lawful, accurate, appropriate for the Service and does not include Sensitive Data unless expressly agreed in writing.

The customer must obtain any permissions, consents, notices or lawful bases required for Customer Content submitted to the Service, and must ensure that its use of the Service complies with applicable law, charity rules, fundraising rules, advertising rules, equality obligations, accessibility obligations and internal policies.

The customer is responsible for final review, approval, publication and use of Customer Content and Outputs. Outputs may be incomplete, inaccurate, biased, unsuitable or inappropriate if the Customer Content, assumptions or configuration are incomplete or inaccurate.

6. Usage restrictions and acceptable use

The customer must not misuse the Service or permit anyone else to do so. The customer and Authorised Users must not:

• attempt to bypass usage limits, authentication, monitoring, rate limits or security controls;
• reverse engineer, scrape, benchmark, security test or bulk extract data from the Service without prior written consent;
• upload malware, exploit code, credentials, secret keys, tokens, passwords or unlawful datasets;
• use the Service to create unlawful, discriminatory, harassing, deceptive, harmful, defamatory or infringing content;
• use the Service for automated decisions about individuals with legal or similarly significant effects;
• submit personal data without a lawful basis or required permissions;
• process Sensitive Data unless expressly agreed in writing; or
• resell, white-label, bureau, timeshare or provide third-party access to the Service unless allowed in the Order Form.

Additional acceptable-use terms may be published on the AudienceLens Acceptable Use page and form part of this Agreement.

7. AI-assisted functionality

AudienceLens uses AI-assisted processing to help generate message reviews, signal summaries, likely audience reactions, objections, risks, opportunities, improvement suggestions and related outputs.

The AI supplier used for AudienceLens is Relax AI by CIVO, delivered through Civo. Customer prompts, customer content and generated outputs are not retained by the AI supplier after processing and are not used for model training.

AI-assisted outputs are decision-support only and must be reviewed by human users before publication, sending or action. AudienceLens is not intended to make solely automated decisions about individuals that have legal or similarly significant effects.

Intuitus Ltd does not represent that Outputs will be error-free, legally compliant, complete, unbiased, unique or suitable for any particular campaign, audience or publication without human review.

8. Fees, payment and Stripe

The customer will pay the Fees stated in the Order Form. Unless the Order Form says otherwise, Fees are exclusive of VAT and any applicable taxes.

Invoices are payable within 30 days of invoice date unless the Order Form states otherwise. Fees are non-refundable except where expressly stated in this Agreement or required by law.

If the Service is purchased on a subscription basis, the subscription runs for the initial term stated in the Order Form. Unless the Order Form states otherwise, monthly subscriptions renew monthly and annual subscriptions renew annually until cancelled in accordance with this Agreement or the Order Form.

Unless the Order Form states a different cancellation period, either party may prevent renewal by giving at least 30 days' written notice before the end of the then-current subscription term. Cancellation takes effect at the end of the then-current paid term and does not entitle the customer to a refund for unused time unless required by law or expressly agreed in writing.

Upgrades, additional users, additional usage or additional service scope may be charged pro rata for the remainder of the then-current term. Downgrades, reductions in users or reductions in usage limits take effect from the next renewal unless the Order Form says otherwise.

Trials, pilots or free access are provided only for the period and scope agreed by Intuitus Ltd. Intuitus Ltd may end free or trial access at any time where reasonably necessary for security, misuse, non-payment, capacity, legal or operational reasons.

Payment and billing processing may be handled by Stripe. Stripe is used only for payment and billing-related data and does not process AudienceLens workspace content, prompts or generated outputs.

If Fees are overdue, Intuitus Ltd may charge statutory interest and fixed-sum compensation under the Late Payment of Commercial Debts legislation where applicable, recover reasonable collection costs, and suspend access to the Service in accordance with section 16.

9. Support, maintenance and availability

Unless the Order Form states otherwise, standard support is provided during UK business hours, excluding weekends and public holidays in England and Wales.

Service-level targets are targets only unless the Order Form expressly states that service credits apply. No service credits are included by default.

Intuitus Ltd may perform maintenance, updates and security work. Where practicable, planned maintenance will be scheduled outside normal UK business hours and reasonable notice will be given for material planned downtime.

10. Data protection

The parties will comply with applicable data protection laws. For customer workspace content submitted into AudienceLens, the customer is normally the controller and Intuitus Ltd is normally the processor.

The DPA forms part of this Agreement and governs processing of personal data by Intuitus Ltd on behalf of the customer. The customer's documented instructions are set out in this Agreement, the Order Form, the DPA, product configuration, authorised user actions and written instructions accepted by Intuitus Ltd.

AudienceLens customer workspace content remains in the UK. Hosting, database storage, administration, support, security logging, operational tooling and AI-assisted processing are provided through UK-based Civo infrastructure and Relax AI by CIVO. Payment and billing processing is handled separately by Stripe and is limited to payment, billing and transaction information.

11. Confidentiality

Each party must keep the other party's Confidential Information confidential and must not use it except to perform or receive the Service, exercise rights under this Agreement, comply with law or protect its legitimate interests in connection with this Agreement.

Confidential Information does not include information that is public through no breach of this Agreement, already known lawfully, independently developed without use of the other party's Confidential Information, or lawfully received from a third party without restriction.

A party may disclose Confidential Information to personnel, professional advisers, auditors, regulators, insurers, subcontractors and affiliates who need to know it and are subject to appropriate confidentiality obligations, or where required by law.

12. Security

Intuitus Ltd will maintain appropriate technical and organisational measures designed to protect Customer Content against unauthorised access, loss, destruction or alteration, taking account of the nature of the Service and the risk profile of the data processed.

Security measures include TLS in transit, access control, least privilege, logical workspace separation, restricted staff access, secure configuration, patching, logging, backup controls, supplier review and incident-response processes.

Security is shared. The customer remains responsible for its own devices, networks, user management, internal permissions, content governance and publication decisions.

Intuitus Ltd will notify the customer without undue delay after becoming aware of a confirmed or reasonably suspected security incident affecting Customer Content and will provide reasonable information and cooperation to support the customer's assessment and response.

13. Intellectual property

Intuitus Ltd and its licensors retain all rights in the Service, software, platform, models, workflows, templates, know-how, documentation and underlying technology.

The customer and its licensors retain all rights in Customer Content. The customer grants Intuitus Ltd a limited licence to host, copy, process, transmit, display and use Customer Content as necessary to provide, secure, support and operate the Service in accordance with this Agreement and the DPA.

Subject to payment of the Fees and compliance with this Agreement, the customer may use Outputs for its internal and external communications purposes. Intuitus Ltd does not guarantee that Outputs are unique or that similar outputs will not be generated for other customers.

Intuitus Ltd may use aggregated, anonymised or statistical information about use of the Service to monitor, secure, operate and improve the Service, provided that such information does not identify the customer, Authorised Users or individuals in Customer Content.

14. Customer content and Outputs

The customer is responsible for final approval, publication and use of Customer Content and Outputs. Intuitus Ltd is not responsible for how the customer edits, publishes, relies on or distributes Outputs after delivery through the Service.

The customer must review Outputs for accuracy, legal compliance, factual claims, tone, safeguarding impact, equality impact, accessibility, fundraising compliance, reputational risk and suitability for the intended audience.

The Service is not legal, safeguarding, medical, clinical, financial, HR, fundraising-regulatory, public-affairs or professional advice. The customer must obtain specialist advice where appropriate.

15. Third-party services and subprocessors

AudienceLens uses suppliers to provide, secure and support the Service. Material suppliers and subprocessors are identified in the DPA or subprocessor information published by Intuitus Ltd.

For AudienceLens customer workspace content, the current supplier position is:

Civo infrastructure Relax AI by CIVO Stripe for billing only

Administration, support management, security logging, service management and operational monitoring for AudienceLens are self-hosted by Intuitus Ltd within Civo-hosted AudienceLens infrastructure. These internal operational tools are not separate third-party subprocessors for AudienceLens customer workspace content.

Intuitus Ltd remains responsible for subcontractors' performance of obligations that Intuitus Ltd delegates to them, subject to this Agreement.

16. Suspension

Intuitus Ltd may suspend access to all or part of the Service where reasonably necessary to protect the Service, Intuitus Ltd, the customer, other customers or third parties; where the customer materially breaches this Agreement; where Fees are overdue; or where required by law.

Where practicable and lawful, Intuitus Ltd will give notice before suspension and will work with the customer to resolve the issue. Intuitus Ltd will restore access when the reason for suspension has been resolved.

17. Warranties and disclaimers

Each party warrants that it has authority to enter into this Agreement.

Intuitus Ltd warrants that it will provide the Service with reasonable skill and care.

Except as expressly stated in this Agreement, the Service and Outputs are provided on an as-is and as-available basis. All implied warranties, conditions and terms are excluded to the fullest extent permitted by law.

Intuitus Ltd does not guarantee uninterrupted service, error-free Outputs, specific audience reactions, fundraising outcomes, campaign performance, stakeholder acceptance or publication outcomes.

18. Liability

Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, payment obligations, deliberate misuse of the Service, or any liability that cannot be limited or excluded by law.

Subject to the previous paragraph, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, loss of opportunity, loss of reputation, or loss arising from the customer's publication or operational use of Outputs without appropriate review.

Subject to the first paragraph of this section and any higher cap expressly agreed in the Order Form, each party's total aggregate liability arising out of or in connection with this Agreement is limited to the greater of the Fees paid or payable by the customer for the Service in the 12 months before the first event giving rise to liability, or £10000.

Subject to the first paragraph of this section and any higher cap expressly agreed in the Order Form, each party's total aggregate liability for claims arising from breach of confidentiality, data protection obligations, security obligations or misuse of the other party's intellectual property is limited to the greater of two times the Fees paid or payable by the customer for the Service in the 12 months before the first event giving rise to liability, or £50000.

The liability caps apply in aggregate across all claims, whether arising in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise, unless this Agreement expressly says a liability is uncapped.

18A. Customer indemnity

The customer will indemnify Intuitus Ltd against third-party claims, losses, damages, fines, penalties, costs and expenses arising from Customer Content, the customer's breach of this Agreement, unlawful use of the Service, infringement of third-party rights, failure to obtain required permissions or lawful bases, or submission of Sensitive Data contrary to this Agreement.

The indemnity in this section is uncapped where the claim arises from fraud, wilful misconduct, deliberate misuse of the Service, unlawful Customer Content, infringement of third-party intellectual property rights, or intentional submission of Sensitive Data contrary to this Agreement. Otherwise it is subject to the applicable liability cap in section 18.

Intuitus Ltd will notify the customer of any relevant third-party claim as soon as reasonably practicable, provide reasonable cooperation at the customer's cost, and take reasonable steps to mitigate loss. The customer must not settle a claim in a way that admits fault on behalf of Intuitus Ltd or imposes obligations on Intuitus Ltd without prior written consent.

18B. Service IP indemnity

Intuitus Ltd will defend the customer against third-party claims alleging that the Service, when used in accordance with this Agreement, infringes that third party's intellectual property rights, and will pay damages and reasonable costs finally awarded by a court or agreed in settlement by Intuitus Ltd.

This indemnity does not apply to claims arising from Customer Content, Outputs used without appropriate review, use of the Service outside this Agreement, unsupported modifications, combination with items not supplied by Intuitus Ltd, continued use after Intuitus Ltd provides a reasonable workaround or replacement, or the customer's breach of this Agreement.

If the Service is or may become subject to an infringement claim, Intuitus Ltd may procure the right for continued use, modify or replace the affected part so it is materially equivalent, or terminate the affected Service and refund any prepaid unused Fees for that Service.

19. Term and termination

This Agreement continues for the term stated in the Order Form. Either party may terminate for convenience at the end of the then-current term by giving the notice stated in the Order Form. If the Order Form does not state a notice period, either party may give at least 30 days' notice before the end of the then-current term.

Either party may terminate immediately by written notice if the other party commits a material breach and fails to remedy it within 30 days of written notice, becomes insolvent, ceases business, or is unable to perform its obligations for a prolonged period.

Intuitus Ltd may terminate or refuse renewal if continued provision would create legal, security, operational, reputational or commercial risk that cannot reasonably be mitigated.

20. Consequences of termination

On termination or expiry, the customer's right to access the Service ends, except for any agreed export, wind-down or transition period in the Order Form.

For 30 days after termination or expiry, where technically available and unless access was terminated for security, unlawful use, material breach or non-payment, Intuitus Ltd will make reasonable export functionality available for Customer Content and Outputs. Any additional transition assistance, bespoke export, migration support or professional services must be agreed in writing and may be charged separately.

The customer remains responsible for exporting Customer Content and Outputs before termination where export functionality is available. Intuitus Ltd will delete or return Customer Content in accordance with the DPA and retention statement.

Clauses intended to survive termination will continue, including confidentiality, data protection, payment, intellectual property, liability, indemnities, governing law and any accrued rights.

21. Changes to the Service or Agreement

Intuitus Ltd may update the Service to improve functionality, security, usability, compliance or performance. Material changes that adversely affect the customer's use during a paid term will be notified where reasonably practicable.

Intuitus Ltd may update standard terms for renewals, new orders or legal compliance. Changes to an active signed Order Form require written agreement unless the change is required by law, improves security, or does not materially reduce customer rights.

22. Publicity and references

Neither party may use the other party's name, logo or case study publicly without prior written consent, except that Intuitus Ltd may identify the customer internally and to professional advisers as necessary to manage the relationship.

Any public case study, testimonial or charity logo use must be agreed separately in writing.

23. General

Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or successor in connection with merger, reorganisation or sale of substantially all relevant assets.

Each party will comply with applicable anti-bribery, anti-corruption, sanctions, tax evasion prevention and modern slavery laws. The customer must not use the Service in breach of sanctions, export-control rules, procurement rules or laws applying to public-sector, charity-sector or regulated communications.

Where the customer is subject to freedom of information, environmental information, audit, transparency, public records or public procurement obligations, the customer may disclose this Agreement or related information to the extent required by law. Where lawful and reasonably practicable, the customer will consult Intuitus Ltd before disclosing Intuitus Ltd Confidential Information.

Intuitus Ltd will maintain insurance appropriate to its business and the Service, which may include professional indemnity, cyber/security, public liability and employer's liability insurance where applicable. Evidence of insurance may be provided on reasonable request, subject to confidentiality and insurer restrictions.

Neither party is liable for delay or failure caused by events beyond reasonable control, provided it takes reasonable steps to minimise the impact.

Notices must be given to the contacts stated in the Order Form, the customer's account record or any updated notice address notified in writing. Notices to Intuitus Ltd must be sent to the notices email identified in this Agreement or the Order Form. Data protection and security notices should also be copied to privacy@audiencelens.co.uk.

If any provision is invalid or unenforceable, the rest of the Agreement remains effective. No failure to enforce a right is a waiver. This Agreement is the entire agreement about the Service and supersedes prior discussions about that subject matter.

No third party has rights under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.

24. Governing law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it are governed by the law of England and Wales, unless the Order Form states otherwise.

The courts of England and Wales have exclusive jurisdiction, unless the Order Form states otherwise.

Schedule 1: Service description

AudienceLens helps organisations review and improve communications intended for external audiences. The exact functionality may vary by subscription, project or configuration, but may include:

• uploading or entering draft communications, campaign copy, messaging, audience assumptions or related context;
• analysing content against audience, tone, clarity, accessibility, risk, consistency or messaging criteria;
• generating reports, recommendations, alternative wording, summaries or prompts for editorial review;
• saving projects, versions, outputs and related organisation context where enabled;
• administrative dashboards, user management, usage reporting and support workflows where enabled.

Out of scope unless agreed in writing

• legal, safeguarding, medical, clinical, financial, HR or regulated professional advice;
• automated decisions about individuals with legal or similarly significant effects;
• processing of safeguarding records, health records, criminal-offence data, payment card data, donor financial records, HR files or confidential casework records;
• guaranteed publication outcomes, fundraising outcomes, audience behaviour, campaign performance or stakeholder acceptance;
• bespoke integrations, custom model training, migration, managed editorial review or consultancy unless listed in the Order Form.

Schedule 2: Security summary

Schedule 3: Data and AI use summary

Customer workspace content remains in the UK. Core application hosting, database storage, administration, support, security logging and operational tooling are self-hosted by Intuitus Ltd within Civo infrastructure.

AI processing: AI-assisted processing is provided through Relax AI by CIVO. Customer prompts, customer content and generated outputs are not retained by the AI supplier after processing and are not used for model training.

Payment processing: Stripe is used for payment and billing-related data only. Stripe does not process AudienceLens workspace content, prompts or generated outputs.

Data not intended for AudienceLens: safeguarding records, beneficiary case files, health or clinical records, criminal-offence data, donor payment details, cardholder data, bank-account data, HR grievance or disciplinary files, secrets or passwords.