Duku AI
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Duku Terms of Use

version 2026-09-08 · effective 2026-09-08

These Terms apply to any order form (“Order Form”) incorporating these Terms for which Customer may use the Services. References to this Agreement mean the Order Form together with these Terms. This Agreement is effective as of the date stated on the first Order Form (the "Effective Date") or the date Customer first accesses the Services, whichever is earlier. Each Order Form will specify whether the engagement is a time-limited trial of the Services (a "Pilot") as further described in Section 2, or a full access subscription ("Production Subscription").

Services

  1. TCWL Group Ltd, trading as Duku AI ("Duku") will make its AI-driven software testing platform, including all underlying technology, algorithms, models, methodologies, user interfaces and infrastructure (the "Services") available to Customer pursuant to this Agreement and grants to the Customer a limited, revocable, non-sublicensable, non-exclusive, non-transferable, royalty-free right during the Term to allow the Customer’s authorised employees and contractors (“Users”) to access and use the Services, subject to any usage limitations, capacity thresholds or feature restrictions set forth in the applicable Order Form ("Usage Limitations"). The Services use artificial intelligence, including third-party AI models, to perform automated testing against Customer's products and systems to identify potential defects and performance issues. The Customer is responsible for all activities conducted under the Users' logins on the Services. Duku may make documentation relating to the Services available to Customer from time to time ("Documentation").

  2. “Surface” means a bounded product capability within a web application that Duku has agreed to map and verify as a single unit of the Services. The parties shall agree the boundary of each Surface in writing by reference to its business outcome, relevant personas, entry and exit points, Environments and any exclusions. For a Pilot, that boundary shall be agreed by the end of Week 0. Subject to the Usage Limitations, Duku will map and verify the discoverable paths within the agreed boundary of a Surface. A materially different product capability, application or persona will constitute an additional Surface. If the parties disagree whether a capability, application or persona is materially different, they shall consult in good faith and Duku shall determine the question acting reasonably, having regard to whether separate mapping, configuration, workflows, integrations or ongoing maintenance are required. The number of Surfaces included in the Services, and the Fees payable for any additional Surfaces, shall be specified in the applicable Order Form. Additional Surfaces may be added in accordance with Section 3.2.

  3. Duku will maintain a security program materially in accordance with industry standards designed to: (a) ensure the security of Customer Data; and (b) prevent unauthorised access to Customer Data. "Customer Data" means all data, code, information, content, credentials, application data, screenshots, recordings, logs and other materials submitted, transmitted, made available to, accessed by or otherwise processed through the Customer's use of the Services by Customer or its Users, and all content, test results, error traces, reports and other output generated by the Services in response thereto, in each case subject to the exclusions set out in Section 5.1.

  4. Duku's security safeguards include measures for preventing access, modification or disclosure of Customer Data by Duku personnel, subcontractors or service providers except: (i) to provide the Services and prevent or address problems; (ii) as required by applicable law; or (iii) as permitted herein or by Customer. Duku will not materially diminish the protections provided herein. Where personal data is processed by Duku on behalf of Customer, the data processing terms found at https://duku.ai/legal/dpa shall apply. Customer must obtain Duku's prior written consent before submitting any sensitive personal data (including special category data) to the Services. Customer acknowledges that automated testing activity carried out by the Services may generate system logs, security alerts or monitoring notifications within Customer's environment and Customer shall configure its systems and cooperate with Duku as reasonably necessary to facilitate operation of the Services.

  5. The rights granted herein are subject to the following “Licence Restrictions”. Customer will not directly or indirectly: (a) reverse engineer, decompile (except to the extent that such actions cannot be restricted under applicable law), modify, create derivative works of or otherwise create or derive the Services' source code; (b) breach the security of the Services or render it unusable for any user; (c) use the Services or Duku Confidential Information to develop a product or service that competes with Duku's; (d) transfer, resell, license, or assign the Services; (e) use the Services for any purpose classified as a "prohibited" AI practice under Regulation (EU) 2024/1689 (the EU AI Act), or incorporate, integrate or embed the Services (in whole or in part) as a component within an AI system classified as "high-risk" under the EU AI Act, provided that the Customer may use the Services to test, evaluate or perform quality assurance on Customer's own AI systems (including any such system classified as high-risk under the EU AI Act); (f) use the Services in connection with any unlawful, fraudulent, deceptive or harmful purpose or activity; (g) upload or transmit any viruses, malware or other harmful software via the Services; (h) use automated tools to produce a load on the Services inconsistent with normal use; or (i) use the Services in violation of applicable law, to infringe third party rights or outside the scope permitted hereunder.

  6. Customer: (a) will comply with applicable laws; (b) will provide (in a diligent and timely manner) all cooperation, personnel and materials specified by Duku; (c) is responsible for all use of the Services under its account; (d) will use reasonable endeavours to prevent unauthorised access to the Services and notify Duku promptly of any unauthorised access; (e) is solely responsible for obtaining and maintaining any equipment, software and ancillary services needed to use the Services; (f) acknowledges that the Services are designed to support, but not replace, Customer's own quality assurance processes and that Customer shall maintain appropriate human oversight, independent review processes and checks before making any deployment or release decisions; (g) is solely responsible for all decisions regarding the deployment, release or use of any software, product or system tested using the Services, including any decision to proceed with deployment notwithstanding the results (or absence of results) generated by the Services; (h) acknowledges that the Services operate by interacting with and evolving the systems, applications and environments under test, including by creating, modifying and deleting data, triggering state changes, injecting test inputs and performing other automated testing operations, and that such interactions may alter the state of, or cause disruption to, the systems, applications and environments to which the Services are connected; (i) shall not use the Services in connection with live production systems, environments or data systems without Duku's prior written approval, and any such approval may be subject to additional conditions specified by Duku; (j) shall obtain all authorisations, consents and licences required for the Services to process Customer Data, including any required disclosures concerning the use of artificial intelligence. Customer acknowledges that, because the Services utilise artificial intelligence, the Services may generate Output that is identical or substantially similar to output generated for other customers of Duku from the same or similar inputs. Open source libraries are provided in connection with the Services, are made available on request and are licensed pursuant to the terms of the applicable open source licence; and (k) warrants that it owns or controls, or has obtained all necessary rights, permissions and authorisations to permit Duku and the Services to access, test, interact with and analyse the applicable applications, environments, systems and data provided by Customer and to perform automated testing activities contemplated by this Agreement.

Pilot

  1. Where an Order Form designates the engagement as commencing with a Pilot, this Section shall apply to the Pilot phase of the engagement and, to the extent of any conflict with the remainder of this Agreement, this Section shall prevail for the duration of the Pilot. A Pilot shall in all cases constitute the initial phase of the engagement preceding the Production Subscription under the same Order Form, and no separate Order Form shall be required for the Production Subscription.

  2. The Pilot is provided for testing, evaluation and validation purposes only. Duku may modify, limit or withdraw any functionality made available during the Pilot at any time on reasonable notice. Duku does not guarantee that any functionality available during the Pilot will be made generally available or will continue in substantially the same form.

  3. The fees for the Pilot shall be as set forth in the applicable Order Form and shall be payable as a one-off payment in advance. Pilot fees are non-cancellable and non-refundable.

  4. Notwithstanding any other provision of this Agreement, the Services during a Pilot are provided "as is" and "as available". To the fullest extent permitted by law, Duku excludes all warranties, representations, conditions and other terms relating to the Services during a Pilot, whether express, implied or statutory (including the warranty in Section 6.1). Customer acknowledges that the Services during a Pilot may contain errors, defects or other issues and may not be suitable for production use. Customer shall not use the Services during a Pilot with live business-critical operations or data unless expressly agreed by Duku in the applicable Order Form.

  5. Subject to Section 8.1, Duku's total aggregate Liability arising out of or in connection with a Pilot shall not exceed the fees paid by Customer under the applicable Order Form for the Pilot.

  6. Customer acknowledges that features made available during a Pilot may be experimental and may be modified, suspended or withdrawn at any time.

  7. The Pilot shall continue for the period specified in the applicable Order Form. Either party may terminate a Pilot on 14 days' written notice. The applicable Order Form shall set out the scope, Fees and term applicable to any Production Subscription following the Pilot. At the end of Week 7, Customer shall assess the Pilot against the Pilot Success Criteria set out in the Order Form. Failure to meet any part of the Pilot Success Criteria is not a breach of this Agreement or a warranty failure and Customer’s sole contractual consequence of such failure is that it may decline to proceed to the Production Subscription. The Production Subscription shall commence on the date stated in the Order Form or, if none is stated, on the day after the Pilot End Date, provided that Customer has signed and returned Duku’s conversion confirmation by the Pilot End Date (the "Production Subscription Effective Date").

  8. Provided that: (a) Customer signs and returns the conversion confirmation by the Pilot End Date; and (b) the Production Subscription commences, Duku shall apply the Pilot Credit specified in the Order Form once against the first invoice for the Production Subscription. The Pilot Credit has no cash value, is non-refundable and non-transferable, and may not be applied against any other fees or amounts.

  9. If Customer does not sign and return the conversion confirmation by the Pilot End Date, or does not proceed to the Production Subscription, the Pilot Credit shall automatically lapse and the Pilot Fee shall remain non-refundable. This applies including where Customer declines to proceed because one or more of the Pilot Success Criteria have not been achieved.

  10. If Customer does not deliver the signed conversion confirmation by the Pilot End Date, this Agreement shall terminate automatically on the Pilot End Date. No further Order Form is required to activate the Production Subscription where the applicable Order Form already sets out the terms of the Production Subscription.

  11. Any support services, service level commitments or security commitments provided under this Agreement in respect of a Production Subscription shall not apply to a Pilot unless expressly stated in the applicable Order Form. Duku shall use reasonable endeavours to provide basic support during a Pilot.

Fees

  1. Customer will pay Duku the fees set forth in the Order Form in accordance with the payment terms set forth therein (“Fees”). Except as otherwise specified in this Agreement or the applicable Order Form, Fees are: (a) payable in the currency specified in the Order Form; and (b) non-cancellable, non-refundable and not pro-rated for partial months. Fees for a Production Subscription shall be payable at the billing frequency specified in the Order Form. If Customer exceeds a Usage Limitation and the Order Form specifies an applicable overage rate, Duku may charge the resulting overage Fees monthly in arrears after notifying Customer. If the Order Form does not specify an applicable overage rate, Duku shall not be obliged to process usage exceeding the relevant Usage Limitation and may defer that usage until the next applicable measurement period. No overage Fees shall be payable unless agreed in writing.

  2. Customer may request one or more additional Surfaces during a Production Subscription. If Duku accepts the proposed scope and activation date in writing, including by email, Customer’s request and Duku’s confirmation shall form part of the applicable Order Form without further signature. Each additional Surface shall be charged at the applicable rate specified in the Order Form, pro-rated from its activation date, billed on the same billing cycle as the existing Production Subscription. Duku may, on 45 days’ notice to Customer, vary the fees to take effect at the beginning of any renewal of the subscription term.

  3. Duku may suspend access to the Services upon notice if Customer fails to pay any amounts hereunder 5 days or more after their due date. If Customer disputes an invoice received from Duku, Customer must notify Duku in writing within 15 days of receiving the relevant invoice.

  4. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties (“Taxes”). Customer will not withhold Taxes from amounts due to Duku unless required by applicable law, in such circumstances the amount due from Customer shall be increased to an amount which (after making such withholding) leaves an amount equal to the payment which would have originally been due.

Updates and Support

  1. Updates for the Services (“Updates”) may be provided from time to time by Duku when they are made generally available to all Duku customers.

  2. During the Term, Duku shall provide the Customer with its standard support services as made available from time to time. Save as otherwise expressly agreed in the Order Form, Duku does not provide any service level commitments, uptime guarantees, service credits or performance commitments in respect of the Services.

Proprietary Rights and Confidentiality

  1. As between the parties, Duku owns the Services (including all underlying technology, algorithms, models, methodologies, user interfaces and infrastructure), System Data, and Duku's Confidential Information, and Customer owns Customer Data and Customer’s Confidential Information. "Input" means all data, code, information and other materials: (a) uploaded or submitted to the Services by Customer or its Users; or (b) captured, collected, recorded or otherwise obtained by the Services from Customer's applications, systems or environments in the course of performing automated testing operations, including screenshots, video recordings, DOM snapshots, network logs, console logs and session artefacts. "Output" means all content, test results, error traces, reports and other output generated by the Services and made available to Customer in response to Input, including detected issues, generated test definitions and execution results, and any application state graphs or maps presented to Customer through the Services. Input and Output together constitute Customer Data, save that Duku retains ownership of all: (i) methodologies, algorithms, frameworks, prompts, agent orchestration and model-routing logic used to generate any Output; and (ii) internal machine-generated working data used to operate the Services, including vector embeddings, state and network signatures and fingerprints, internal model evaluation and resolution records, error fingerprinting and de-duplication data, and job queue and scheduling state, none of which shall constitute Customer Data. Customer retains all right, title and interest in and to all Input and Output. Nothing in this Agreement transfers to Duku any ownership rights in Customer Data. Customer grants to Duku, its affiliates and its applicable subcontractors and service providers a worldwide, limited-term licence to host, copy, transmit and display Customer Data, as reasonably necessary for Duku to perform this Agreement.

  2. Unless the applicable Order Form expressly excludes Improvement Use, Customer grants Duku a non-exclusive, worldwide, royalty-free licence during the Term to use, reproduce, analyse and create derivative works of Customer Data solely for the purpose of developing, testing, evaluating and improving the Services, including the models, prompts, detection logic and other technology used within them ("Improvement Use"), subject to the following conditions: (i) Duku shall use Customer Data for Improvement Use solely for its own internal purposes and shall not make Customer Data available to any third party in connection with Improvement Use, except to Duku's affiliates, subcontractors and service providers (including the third-party providers referred to in Section 5.4) that: (A) act on Duku's behalf and require access to Customer Data for the purposes of Improvement Use; (B) are contractually bound by confidentiality obligations and restrictions no less protective of Customer Data than those set out in this Section 5.2; and (C) are subject to binding obligations prohibiting them from using Customer Data to train, fine-tune or otherwise improve any model, system or service owned or operated by such affiliate, subcontractor, service provider or any other third party; (ii) Duku shall implement appropriate technical and organisational measures to ensure that Customer's Confidential Information is not disclosed or made accessible to any other customer of Duku; (iii) Duku shall not use Customer Data to train, fine-tune or otherwise improve any model, system or service owned or operated by a third-party provider; and (iv) to the extent that Customer Data used for Improvement Use contains personal data, Duku shall act as an independent data controller (and not as a processor on behalf of Customer) in respect of such processing and such processing shall not be governed by the data processing terms referred to in Section 1.3. The Improvement Use licence shall terminate upon expiry or termination of this Agreement, save that Duku may continue to use any derivative works, improvements or learnings incorporated into the Services prior to such expiry or termination, provided that such derivative works, improvements or learnings do not contain or reveal Customer Data or Customer's Confidential Information in identifiable form. Separately and without prejudice to the foregoing (and whether or not the applicable Order Form excludes Improvement Use), Customer grants Duku a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce and create derivative works of Customer Data in anonymised and aggregated form (such that it does not identify Customer or any individual) for the purposes of improving, developing, monitoring and operating the Services and Duku's services generally. "System Data" means data relating to the use of the Services that is not Customer Data, and statistical usage data derived from the operation of the Services, including Duku's own system configurations, infrastructure and application logs, telemetry data and performance metrics for the Services.

  3. Customer may provide Duku with suggestions for new or enhanced features (“Feedback”). Duku has the full, unencumbered right, without any obligation to compensate Customer, to exploit such Feedback.

  4. The Services integrate with and utilise certain third-party AI models and technology (including models provided by those providers identified in Duku's sub-processor list from time to time or its affiliates), the operation, availability and accuracy of which are outside of Duku's control. Duku does not endorse or approve any third-party AI model or technology, and makes no representation, warranty or commitment with respect thereto. Duku shall not be responsible for outages, inaccuracies or failures caused by third-party AI providers to the extent outside Duku's reasonable control.

  5. Each party will use any information disclosed (whether before or after the Effective Date of this Agreement) directly or indirectly by the other that should reasonably be understood to be confidential (“Confidential Information”) solely in accordance with this Agreement and, except as permitted hereunder, not disclose the same to any third party without the other’s prior written consent, provided that information which: (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosing party’s disclosure; (c) was properly disclosed to receiving party, without restriction, by another person with authority to do so; or (d) is independently developed by receiving party without use of or reference to disclosing party’s Confidential Information is not Confidential Information. Furthermore, either party may disclose Confidential Information: (a) to its personnel, representatives, subcontractors and service providers (including, in the case of Duku, the third-party providers referred to in Section 5.4 and any sub-processors engaged in accordance with the data processing terms referred to in Section 1.3) who need to know it and are legally bound to keep it confidential by obligations consistent with those herein; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification and the opportunity to contest disclosure, and use its reasonable endeavours to minimise disclosure to the extent permitted by applicable law). Nothing in Section 5 shall limit or prejudice either party's obligations under the data processing terms referred to in Section 1.3, including any obligations relating to the engagement and oversight of sub-processors. Neither party will disclose the terms of this Agreement to any third party, except that it may confidentially disclose them to actual or potential lenders, investors or acquirers and Duku may refer to Customer’s name and trademarks in its marketing materials and website. Each party agrees to exercise due care in protecting Confidential Information from unauthorised use and disclosure. In the event of a breach of this Section or the Licence Restrictions, the non-breaching party will, notwithstanding anything herein, be entitled to seek injunctive and other equitable relief in any jurisdiction. Each party will promptly notify the other in writing if it becomes aware of any violations of this Section.

Warranties and Disclaimers

  1. Each party warrants and represents to the other that it has full power and authority to enter into and perform its obligations under this Agreement. Duku warrants that, during a Production Subscription, the Services will materially conform with the Documentation (as made available from time to time). For breach of the foregoing warranty, Customer’s exclusive remedy is repair or replacement (determined by Duku). If Duku cannot do so, Customer shall be entitled to recover a pro-rata portion of the Fees prepaid to Duku for the Services. This warranty shall not apply to any Pilot.

  2. Customer warrants that it has all rights necessary to provide any information or other materials it provides hereunder, and to permit Duku to use the same as contemplated herein.

  3. Except as set forth herein, each party disclaims all warranties and conditions, express or implied, including merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. Without limiting the foregoing, Duku does not warrant that the Services will: (a) be provided free from interruption, errors or defects; (b) detect all bugs, defects, vulnerabilities or performance issues in Customer's software, products or systems; (c) be accurate, complete, reliable, secure, useful, fit for purpose or timely; (d) meet Customer's requirements or expectations, including specific testing, optimisation or performance outcomes; (e) be suitable for, or capable of being used by, Customer or any third party as a substitute for comprehensive quality assurance, testing or verification processes; (f) comply with applicable law; (g) be safe for use with, or not cause disruption, data loss, data corruption or other adverse effects to, any system, application, environment or data to which the Services are connected (and Customer acknowledges and agrees that the Services are not designed or intended for use with live production systems, environments or data); or (h) not alter the state of, or cause disruption to, Customer's systems, applications, environments or data as a result of the Services' interaction with or mutation of such systems, applications, environments or data.

  4. Customer acknowledges and agrees that: (a) the Services are designed to improve the efficiency and coverage of software testing but are not an insurance product, guarantee of error-free software or substitute for Customer's own quality assurance processes; (b) Customer shall maintain appropriate human oversight, independent review processes and testing procedures and shall not rely solely on the Services for deployment or release decisions; (c) all decisions regarding the deployment, release or use of any software, product or system tested using the Services are made solely by Customer at Customer's own risk; and (d) Duku shall have no Liability for any defect, bug, vulnerability or issue that the Services fail to detect or identify, or for any loss or damage arising from Customer's deployment or release decisions.

  5. Customer acknowledges that the Services utilise AI models which are probabilistic in nature and may produce errors, inaccuracies or incomplete results. Duku does not warrant that inputs will be correctly interpreted or that human intervention will not be required. Output is provided "as is" and Duku makes no warranties, representations or guarantees with respect to any AI technology or Output. Customer is solely responsible for validating the accuracy and completeness of all Output and exercising independent judgement before taking any action based on Output. Duku shall not be Liable for any Losses arising from Customer's use of or reliance on AI technology or Output.

Indemnification

  1. Duku will defend Customer against any claim (“Claim”) brought against it by a third party alleging that use of the Services (excluding any Output) infringes its intellectual property rights and will, subject to Section 8.3, indemnify Customer for damages finally awarded by a court of competent jurisdiction against Customer (or any Duku approved settlement) in connection with such Claim. If the use of the Services has become, or in Duku's opinion is likely to become, subject to any infringement claim, Duku may: (a) procure the right for Customer to continue using the Services as set forth herein; (b) replace the Services to make them non-infringing (with comparable functionality); or (c) terminate this Agreement and provide a pro rata refund of prepaid fees. Duku will have no Liability with respect to any Claim to the extent caused by: (i) use of the Services other than as permitted hereunder; (ii) compliance with designs, guidelines or specifications provided by Customer; (iii) Customer’s use of any downloadable component of the Services other than the latest version made available; (iv) modification of the Services by any party other than Duku without Duku's written consent; (v) Customer Data (including any Output) or Customer Confidential Information; or (vi) the combination, operation or use of the Services with other applications, products or services, in each case provided such combination, operation or use causes the infringement (subclauses (i) through (vi), “Excluded Claims”). This Section represents Customer’s exclusive remedy for any claim related to infringement or misappropriation of intellectual property.

  2. Customer will defend Duku against any Claim brought against Duku by a third party with respect to the Excluded Claims, and will, subject to Section 8.3, indemnify Duku for damages finally awarded against Duku (or any Customer approved settlement) in connection with such Excluded Claim.

  3. When a party (“Indemnifier”) is to indemnify the other (“Indemnified Party”) then: (a) the Indemnified Party shall promptly notify Indemnifier of the Claim in writing; (b) Indemnifier shall be given exclusive authority to defend and settle such Claim (provided that it may not settle without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed); and (c) the Indemnified Party shall reasonably cooperate with Indemnifier in connection with such Claim.

Limitation of Liability

  1. Nothing in this Agreement excludes or restricts any liability arising under, out of or in connection with this Agreement, whether or not foreseeable or in the contemplation of the parties at any time, in or under contract, tort (including negligence), indemnity, breach of statutory duty, misrepresentation, restitution or otherwise (“Liability”) for: (a) anything that cannot be excluded or restricted under applicable law; (b) wilful default or fraud; or (c) Customer’s payment obligations hereunder.

  2. Subject to Section 8.1, neither party has any Liability for any: (a) indirect, special or consequential loss; (b) loss of goodwill; (c) loss of actual or anticipated profits; (d) lost sales or business; (e) work stoppage; (f) computer failure or malfunction; (g) damage to equipment; (h) lost content or data; (i) losses arising from defects, bugs or vulnerabilities not detected by the Services; (j) losses arising from Customer's deployment, release or production decisions made following use of the Services; or (k) losses arising from the Services' interaction with, evolution of, or connection to Customer's systems, applications, environments or data (including any disruption, data loss or data corruption resulting therefrom).

  3. Subject to Section 8.1, the total aggregate Liability of each party for: (a) a party's wilful default or fraud; Customer's breach of the Licence Restrictions; breach of confidentiality obligations, or Customer's payment obligations hereunder, shall be unlimited; (b) a party's indemnification obligations under Section 7 shall not exceed two (2) times an amount equal to the fees paid or payable by Customer under the applicable Order Form in the 12 months preceding the incident giving rise to the claim; and (c) for all other claims, shall not exceed an amount equal to the fees paid or payable by Customer under the applicable Order Form in the 12 months preceding the incident giving rise to the claim.

Term and Termination

  1. This Agreement begins on the Effective Date of the Order Form and continues for the initial subscription term specified in the Order Form ("Initial Term"). Unless the Order Form specifies otherwise, the Initial Term shall be twelve (12) months. Where the engagement begins as a Pilot, the Initial Term of the Production Subscription shall commence on the Production Subscription Effective Date (as defined in Section 2.7). The Initial Term will automatically renew for successive terms equal to the length of the Initial Term ("Renewal Terms", and together with the Initial Term, the "Term"), unless either party provides the other party with written notice of non-renewal at least one (1) month prior to the end of the then-current Term. For the purposes of this Agreement, the Term includes any Pilot Term commencing on the Effective Date.

  2. Each party may terminate this Agreement upon written notice to the other party if: (a) the other party commits any material breach of this Agreement and fails to remedy such breach within 30 days after written notice of such breach; or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of insolvency or similar proceedings that are not dismissed within 60 days.

  3. If this Agreement is terminated by Duku pursuant to Section 9.2: (a) any Fees prepaid by Customer as at the date of termination shall be non-refundable; and (b) where Fees are payable on a monthly basis, all Fees that would otherwise have been payable for the remainder of the then-current Term shall become immediately due and payable.

  4. Upon termination of this Agreement, the Customer will immediately uninstall applications providing access to the Services and all rights and obligations will immediately terminate, except that accrued payment obligations and any terms that by their nature should survive such termination will survive, including the Licence Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability, termination and the general provisions below.

EU Customers

Where Customer is established in the European Union, and the services are determined to be data processing services pursuant to the Data Act (Regulation (EU) 2023/2854), the EU Addendum found at https://duku.ai/legal/eu-data-act-addendum shall apply and form part of this Agreement.

General

  1. Neither party shall have Liability to the extent caused by events beyond its reasonable control, including natural disaster, act of god, pandemic, cyber-attacks, failure of third party or customer software, hardware or network, or any change in law and other than as set out herein has no obligation to take any action to prevent or mitigate such events.

  2. Neither party may assign or transfer this Agreement without the other’s prior written consent unless such assignment is to a successor to substantially all of its assets or business related to this Agreement or an affiliate. No amendment to this Agreement, nor waiver of any rights hereunder, is effective unless mutually agreed. Failure or delay by either party to enforce this Agreement will not be deemed a waiver of future enforcement. Nothing herein establishes any partnership, agency, employment or joint venture between the parties. Neither party has authority to bind the other, and nothing herein gives rise or is intended to give rise to any rights of any kind to any third parties (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise). If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, such provision will be enforced as nearly as possible in accordance with the intention of the parties, while the remainder of this Agreement remains in full force. “Including” means “including without limitation”. This Agreement comprises the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, arrangements, understandings, negotiations, representations, warranties, undertakings, proposals, statements and materials (whether oral or written) between the parties relating to such subject matter, including any non-disclosure agreements, confidentiality agreements, letters of intent, memoranda of understanding and any other prior commitments or understandings of any nature whatsoever. Neither party has a remedy for any statement, representation (including misrepresentation) or warranty (whether negligent or innocent) of any person not expressly set out herein and each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such statement, representation or warranty. No terms contained in any purchase order or other document issued by Customer form part of any contract between the parties.

  3. This Agreement, together with any dispute arising out of or in connection with it or its subject matter, is governed by the laws of England. Each party irrevocably agrees that the courts of London, England, have exclusive jurisdiction to settle any dispute under this Agreement.

  4. Any notice hereunder will be given using the details in the latest effective Order Form and in writing by personal delivery, certified mail, return receipt requested or email provided no automated bounceback is received.