Frayme Terms of Service

Last updated: 20 September 2026

These Terms of Service (the "Terms") are a contract between Frayme Ltd and the customer that creates an account or uses the Service ("Customer", "you"). By creating an account, accepting these Terms in the dashboard, or using the Service, you agree to these Terms. If you are agreeing on behalf of a company or other organisation, you confirm that you have authority to bind it, and "you" means that organisation.

The Service is offered for business and professional use only. It is not offered to consumers, and you agree that you are using the Service in the course of a business, trade or profession.

1. Who we are

Frayme Ltd is a company registered in England and Wales with company number 17360941, with its registered office at 15 Carraway Street, Reading, England, RG1 3GB ("Frayme", "we", "us").

Contact for all matters (support, legal notices, data protection, abuse reports and security reports): support@frayme.ai.

2. Definitions

3. Eligibility and accounts

3.1 You must be at least 18 years old and acting for business or professional purposes to create an account or use the Service, and you confirm this when you create an account. If, despite this clause, you are treated by applicable law as a consumer, nothing in this Agreement excludes or limits any right or remedy you have under that law which cannot be excluded or limited, and clauses 14, 19, 20, 21 and 23.1 apply to you only to the extent that law permits.

3.2 You must provide accurate, current and complete registration and billing information and keep it up to date.

3.3 You are responsible for all activity under your account and Workspaces, including activity by your personnel and contractors, and for maintaining the confidentiality of your credentials.

3.4 You may sign in using Google single sign-on; your use of Google's services is governed by Google's own terms.

3.5 Website and Documentation visitors. Clauses 7.2, 18, 19, 21 and 23 apply to your use of the frayme.ai website and the Documentation whether or not you hold an account. If you visit the website or the Documentation as an individual acting outside your trade, business or profession, those clauses apply to you only to the extent permitted by consumer-protection law and do not affect your statutory rights. The remainder of this Agreement applies from the point you create an account or use the API.

3.6 Competitors. You warrant on creating an account, and again each time your Plan renews, that you are not, and are not acting on behalf of, a Competitor, and you undertake not to access the Service in order to build, train, benchmark or improve a Competing Product. Frayme may terminate this Agreement immediately on written notice for breach of this clause.

4. The Service

4.1 The Service accepts a natural-language prompt, optionally together with a DATA block of your own content, and returns an Output: a validated, streamed interface specification that your own systems render. Frayme does not host, render or operate the application shown to your End Users, and stores Request Content only as described in clause 8.5.

4.2 Each Output is validated against Frayme's component catalogue before it is returned. The catalogue, the specification format and the model are updated over time; Frayme may modify or improve the Service, provided the changes do not materially degrade its core functionality during a paid subscription period. Frayme will give at least 30 days' notice of a change that materially degrades the Service's core functionality, and clause 22.2 applies.

4.3 Features identified as alpha, beta, preview or early access are provided as is, may change or be withdrawn at any time, and are excluded from any commitments in this Agreement.

4.4 Providers and processing locations. The Service depends in part on third-party infrastructure and model providers, which are listed with their purposes and processing locations in the Sub-processor List. Account data, Workspace data and stored Request Content rest in the European Union (Frankfurt). The application, the API and inference on Frayme's own model run on providers outside the European Union under standard contractual clauses: Vercel (United States; functions execute in Washington DC by default) and Modal. No region is pinned on Modal, so requests to Frayme's own model are routed through Modal's servers in Virginia, United States, and the containers that run them execute wherever Modal has capacity. The fallback model (Anthropic, reached through the Vercel AI Gateway) is also in the United States and is used only where the primary model's output fails validation. Request Content is therefore processed in the European Union, in the United States, and potentially in other countries where Modal has capacity, in each case under the transfer safeguards recorded in the Sub-processor List. Frayme's own model is called through web endpoints; Modal's security documentation states that for web endpoints request and response payloads are not stored and are proxied directly to the container, and container logs are retained for one day on Frayme's current plan. Frayme may substitute or add providers; where a provider processes Customer Content, Frayme will give the notice and objection rights in clause 6 of the DPA whether or not that Customer Content contains personal data.

5. Frayme's role: presentation layer, not content source

This clause reflects the basis on which the Service is offered and priced, and clause 21 gives it effect in the allocation of liability.

5.1 The Service composes presentation. The substance of what a rendered interface displays (text, data, figures, prices, claims, recommendations, offers and all other informational content) originates in Customer Content: your prompt, your DATA block, and the responses of your own systems, including any AI agent you operate. The Service arranges that material into an interface specification; it is not the author of the material.

5.2 Frayme does not review your content. Frayme does not create, verify, fact-check, endorse or monitor Customer Content or the responses of your agents, and has no knowledge of, or control over, what your agents say. Automated validation checks the structure of an Output against the component catalogue, not the truth, quality or lawfulness of the content presented.

5.3 You are solely responsible for:

(a) Customer Content, including its accuracy, completeness, quality, lawfulness, and your right to use it;

(b) the behaviour and responses of your AI agents, applications and other systems whose content is passed to or presented through the Service;

(c) reviewing and validating Outputs, and the interfaces rendered from them, before relying on them or exposing them to End Users, including verifying that displayed information is accurate and appropriate;

(d) Customer Applications, including how they render Outputs and what actions they take;

(e) your relationship with End Users, including your own terms of service, privacy notices, consumer-law compliance and support;

(f) your regulatory compliance, including any obligation to disclose to End Users that they are interacting with an AI system or AI-generated content (for example under the EU AI Act or similar laws), and any sector-specific rules that apply to what your interfaces display (for example financial promotions, medical information or advertising rules); and

(g) the accessibility of the interfaces your systems render, including conformance with any applicable accessibility standard or law (for example WCAG, EN 301 549, the European Accessibility Act or the Equality Act 2010). Frayme makes no representation that an Output, or an interface rendered from it, is accessible or conformant.

5.4 End Users are your users, not Frayme's. This Agreement creates no contractual relationship between Frayme and End Users, and Frayme owes End Users no duty in connection with Customer Applications.

5.5 AI system roles. As between the parties, and using the terminology of the EU Artificial Intelligence Act and equivalent laws: Frayme is the provider of the Frayme interface-composition system; you are the provider and/or deployer of the Customer Application, and you determine the purpose for which it is used and the persons to whom it is made available. You must not deploy the Service as part of an AI system that is high-risk under those laws without Frayme's prior written agreement, and must not use it in the safety-critical settings prohibited by section 5.1 of the AUP, for which no agreement is available. If you intend to deploy the Service in a high-risk AI system, or become aware that you have, you must notify Frayme promptly, and the parties will agree in good faith the information and cooperation terms required of Frayme as a supplier in that value chain. Frayme will provide information reasonably necessary to support your own compliance, on request.

6. API keys

6.1 API keys are issued through the dashboard and are confidential. You must keep keys secure, must not embed them in client-side code accessible to End Users, and must not share, sell, sublicense or transfer keys or account access to any third party outside your organisation.

6.2 Notify support@frayme.ai promptly if you suspect a key is compromised. Frayme may rotate, restrict or revoke keys where reasonably necessary to protect the Service or its customers, and will, where lawful and practicable, notify you when it does.

7. Licence and restrictions

7.1 Subject to this Agreement and payment of the applicable Fees, Frayme grants you a non-exclusive, non-transferable, non-sublicensable right during your subscription to access and use the Service in accordance with the Documentation, for your internal business purposes and to build, operate and commercialise Customer Applications, including making Outputs available to End Users within Customer Applications.

7.2 You must not, and must not permit any third party to:

(a) resell, rent or provide the Service itself to third parties as a standalone offering, or operate the Service as a bureau service (serving End Users through your Customer Applications is permitted and expected);

(b) circumvent or attempt to circumvent usage allowances, rate limits, validation or security controls, or access the Service other than through documented interfaces, except as expressly authorised by the VDP;

(c) reverse engineer, decompile or disassemble the Service or attempt to extract or reconstruct Frayme's models, weights or training data, except to the extent a restriction is not permitted by applicable law;

(d) use the Service, or systematically use Outputs, to develop, train or improve a Competing Product;

(e) interfere with the integrity or performance of the Service or other customers' use of it;

(f) use the Service in breach of the AUP, which forms part of this Agreement;

(g) frame, mirror or otherwise simulate the appearance or function of the Service or the dashboard, or remove or obscure any proprietary, copyright or attribution notice in the Service or the Documentation (notices in the SDK are governed by the MIT licence, not by this clause); or

(h) publish or disclose to any third party the results of any benchmark, load test or comparative performance evaluation of the Service unless (i) the evaluation is of a generally available version of the Service on a current Plan, (ii) the publication describes the methodology, configuration, Plan and date in enough detail for the results to be reproduced, and (iii) you give Frayme at least 14 days' written notice, with a copy of the results, before publication so that Frayme may comment on their accuracy. Security testing and disclosure carried out under the VDP are governed by that policy, not by this paragraph. You may carry out and use evaluations for your own internal purposes without restriction.

8. Customer Content and data protection

8.1 You retain all rights in Customer Content. You grant Frayme a worldwide, non-exclusive, royalty-free licence to host, transmit, store and process Customer Content solely for the purposes set out in clause 8.5(a), to create anonymised material as described in clause 9.4, to comply with law, and as otherwise described in this Agreement.

8.2 You warrant that you have all rights, consents and lawful bases necessary for Customer Content to be processed by the Service, and that Customer Content and its use through the Service comply with applicable law and the AUP.

8.3 Prohibited data. Unless separately agreed with Frayme in writing, you must not submit to the Service: special categories of personal data (including health, biometric or genetic data), personal data relating to criminal convictions or offences, full payment card numbers or financial account credentials, government-issued identification numbers, or personal data of children (for this purpose, anyone under 16).

8.4 Where data protection law applies to personal data in Customer Content, the DPA is automatically incorporated into this Agreement and governs that processing. Frayme acts as processor for such data; you act as controller (or as a processor on behalf of your own customers). Frayme's processing of account and billing data as a controller is described in the Privacy Policy.

8.5 Storage, retention and deletion of Request Content.

(a) What we store, where, and why. Frayme stores Request Content in its database, which is hosted in the European Union (Frankfurt), for up to 60 days from the request. It is stored only to provide the Service (including returning the same Output for a repeated, idempotent request); for support and debugging; to investigate abuse, fraud and security incidents; to protect the integrity of the Service; and to attribute cost. Frayme does not use Request Content for any other purpose, and in particular does not use it to train models except as clause 9.4 permits.

(b) Deletion at 60 days. Subject to paragraph (i), at the end of that period the Request Content is irreversibly deleted from the record. The content is deleted, not masked or obscured. What survives is non-identifying technical signal only: the failure category, the names of the catalogue components and properties the validator flagged, timings, token counts, cost, which model answered and the validation result, with the Workspace, user, API-key and trace identifiers removed from the per-request record. Frayme describes that step as anonymising the record. The usage and billing ledger in paragraph (d), which never contains Request Content, is a separate record and continues to identify your Workspace for as long as that paragraph provides, so that Frayme can meter your Plan and answer billing questions. Content deleted at 60 days leaves Frayme's database backups as those backups roll over, within a further 7 days.

(c) Operational traces. Frayme's tracing provider receives metadata only: timings, token counts, cost, model name, validation outcome and failure category. No prompt, no DATA block and no model output is sent to it.

(d) Usage and billing records. Records of use that contain no Request Content (Workspace, timestamp, model, token counts, cost and validation result) are kept for the life of your account. The billing totals needed for invoices and tax are kept for approximately 6 years, as UK law requires.

(e) Account and Workspace data. Kept for the life of your account and deleted within 30 days of account deletion or a verified erasure request, subject to the statutory billing retention in paragraph (d).

(f) Abuse and fraud signals. Hashed API-key identifiers and abuse event records are kept for approximately 12 months.

(g) Security and platform logs. Logs generated by Frayme's hosting providers are retained by those providers for a short period, typically 1 to 7 days on Frayme's current plans, unless exported for the investigation of a specific incident.

(h) The DPA and the Privacy Policy describe this retention in more detail. Where Request Content contains personal data, the DPA prevails over this clause.

(i) Preservation. Where Frayme is investigating a suspected breach of the AUP, is dealing with a complaint under the IP Policy, has referred a matter to law enforcement or a regulator, or is subject to a legal hold or preservation obligation or reasonably needs the material to establish, exercise or defend a legal claim, Frayme may retain the Request Content and the records relevant to that matter beyond the periods in this clause 8.5, under restricted access and only for that purpose, and will delete them when the purpose ends. Where the retained material contains personal data, clause 8.4 of the DPA governs.

9. Ownership, Outputs and training

9.1 Frayme and its licensors own the Service, the models, the component catalogue and the Documentation, and all improvements to them. Frayme owns the SDK, which is licensed to you under the MIT licence as described in clause 10. No rights are granted except as expressly stated in this Agreement or in the MIT licence.

9.2 You own your Outputs. As between you and Frayme, and to the extent permitted by law, Frayme assigns to you all its right, title and interest in Outputs, effective on generation. Frayme claims no ownership of the interfaces you build with the Service, and retains a copy of an Output only as part of Request Content for the period described in clause 8.5.

9.3 Non-uniqueness. Outputs are generated by a machine-learning system. Similar or identical specifications may be generated for other customers from similar requests, and clause 9.2 does not restrict Frayme from generating any output for any other customer, nor grant you rights in the Service, the models, the component catalogue or the Documentation.

9.4 No training on Customer Content; anonymised material.

(a) Frayme does not use Customer Content or Outputs to train, fine-tune or otherwise improve machine-learning models, and will not do so. Frayme's models are trained on Frayme's own synthetically generated and licensed corpora and on anonymised material created under paragraph (b).

(b) Anonymised material. You instruct Frayme to create anonymised material from generations that fail Frayme's validation, by removing, while the Request Content is held under clause 8.5, all personal data and all information identifying you, your Workspace, your Customer Applications or any individual, to the standard in clause 8.3 of the DPA, so that the resulting material can no longer be linked to you or to any individual. That removal is completed before the material is used, and only material that has been through it may be taken into a training corpus, a fine-tuning set or an evaluation set. Where material cannot be anonymised to that standard with confidence, it is deleted rather than used. Frayme may use that anonymised material, and only that material, to improve and train its models and its validation. Records of generations that pass validation are not used to create training material at all; they are held and deleted under clause 8.5 for the operational purposes listed there. No prompt, DATA block, model output or Output is used for training, fine-tuning or evaluation in a form that identifies you, your Workspace, your Customer Applications or any individual.

9.5 Generation records and service telemetry. Frayme keeps per-request generation records identifying your Workspace (timestamps, model used, token counts, cost, validation result, failure category and the names of catalogue components involved) for the period and purposes described in clause 8.5, after which they are anonymised, except for the usage and billing ledger described in clause 8.5(d). Frayme may also collect and use aggregated technical usage and performance data (such as request volumes, latency, validation pass rates, error codes and component-usage frequencies) that contains no Customer Content and does not identify you, your End Users or any individual, in order to operate, secure and improve the Service (including improving model performance). For clarity, neither generation records nor service telemetry include the content of prompts, DATA blocks or Outputs; that content is handled only under clauses 8.5 and 9.4.

9.6 Feedback. If you give Frayme feedback or suggestions, Frayme may use them without restriction or obligation to you.

10. Open-source SDK

The SDK (including the npm component catalogue and renderer wrapper) is licensed separately under the MIT licence included with each package, not under this Agreement; the MIT licence, not these Terms or the AUP, governs copying, modification and the retention of notices in it. The SDK runs in your own environment and, apart from the API requests your application chooses to make through it to the Service (which are Customer Content governed by this Agreement), sends no data to Frayme. To the maximum extent permitted by law, the SDK is provided "as is" under the terms of its licence.

11. Plans, fees and payment

11.1 Fees, allowances and support levels for each Plan are as published at frayme.ai/pricing at the time of purchase or renewal.

11.2 Currency. Fees are denominated and charged in US dollars (USD). Where Frayme's checkout offers to charge you in pounds sterling (GBP) or euros (EUR), the GBP or EUR amount shown at checkout is the Fee for that billing cycle; for later cycles the amount is recalculated from the USD price at the exchange rate applied by Frayme's payment processor on the billing date, and a change that results only from exchange-rate movement is not a price change for the purposes of clause 11.6. You are responsible for any currency-conversion, cross-border or similar charge applied by your bank or card issuer. Amounts expressed in this Agreement in US dollars, including the cap in clause 21.4, are calculated in US dollars or in the US dollar equivalent of Fees paid, at the rate applied when those Fees were paid.

11.3 Taxes. Fees are exclusive of VAT and all other applicable taxes and duties, which will be added where applicable at the applicable rate. Where UK VAT applies, the VAT amount will be shown in pounds sterling on your invoice, as UK law requires, even though the Fees themselves are stated in US dollars. If you are a business customer outside the UK, you may be required to self-account for VAT or equivalent tax under reverse-charge rules; you must provide a valid VAT or tax registration number where requested. If you do not provide a valid registration number, or Frayme cannot verify the one you provide, Frayme may treat you as not registered and charge VAT or equivalent tax at the rate applicable where you are located. If law requires you to withhold or deduct any tax from a payment, you will pay Frayme such additional amount as ensures that Frayme receives the amount it would have received without the withholding.

11.4 Subscriptions are billed monthly in advance through our payment processor, Stripe. You authorise recurring charges to your payment method until you cancel. Full payment card details never touch Frayme's systems.

11.5 If a payment fails, Frayme will notify you and retry. Frayme may suspend paid features if payment remains outstanding 7 days after notice, and restore them promptly once payment is made.

11.6 Frayme may change Plan pricing with at least 30 days' notice; changes take effect from your next billing cycle after the notice period. If you do not accept a price change, cancel before it takes effect.

12. Generations, allowances and limits

12.1 Your Plan includes a monthly Generation allowance. Only requests for which a validated Output is returned count toward the allowance; requests that fail validation, time out, are rejected by rate or allowance limits, or fail because of an error in the Service are neither counted nor billed.

12.2 Hard limits, no overage. When your allowance for a billing cycle is used, further generation requests are declined until the cycle resets or you upgrade. Frayme does not charge usage overage, and no request made after the allowance is used is billed. Unused allowance does not roll over.

12.3 The Service applies rate limits and fair-use controls published in the Documentation or in the dashboard. Frayme may apply temporary technical limits where reasonably necessary to protect the platform.

13. Free plan

The Free plan is provided to let you evaluate and build with the Service. Frayme may change, limit or withdraw the Free plan on reasonable notice. One free Workspace per customer; creating multiple accounts to stack free allowances is prohibited.

14. Cancellation and refunds

14.1 You may cancel any Plan at any time in the dashboard. Cancellation takes effect at the end of the current billing cycle; you keep access until then.

14.2 Except as expressly stated in this Agreement (including clauses 17.3, 17.4, 19.2, 20.3 and 22.2, and clauses 6.2 and 10.5 of the DPA) or required by law, Fees are non-refundable and no refunds or credits are given for partial billing cycles or unused allowance.

15. Support and availability

15.1 Support is provided at the level included in your Plan (community, email or priority), during Frayme's normal business hours (09:00 to 17:30 UK time on days other than Saturdays, Sundays and public holidays in England), via the channels listed in the Documentation or in the dashboard and, in every case, by email to support@frayme.ai.

15.2 The Service is provided without any service-level commitment or uptime guarantee, except where a separate written agreement between you and Frayme provides one, in which case that agreement governs availability and support for the Service it covers. Frayme may carry out maintenance and will use reasonable efforts to minimise disruption. Frayme does not offer a service-level agreement or dedicated support as part of a standard Plan; if you require one, or bespoke terms, you may contact Frayme at support@frayme.ai to discuss a separate written agreement.

16. Suspension

16.1 Frayme may suspend or restrict your access to all or part of the Service immediately where reasonably necessary because of: (a) a material breach of this Agreement or the AUP; (b) a security risk or compromise; (c) non-payment under clause 11.5; (d) a legal or regulatory requirement; or (e) use that materially degrades the Service for others.

16.2 Frayme will, where lawful and practicable, notify you of a suspension and its reason, and will restore access promptly once the ground for suspension is resolved. Suspension does not relieve your payment obligations for the affected period, except where the suspension resulted from Frayme's error.

17. Term and termination

17.1 This Agreement starts when you first accept it or use the Service and continues while you have an account.

17.2 Each Plan renews monthly until cancelled under clause 14.

17.3 Either party may terminate this Agreement for material breach by the other party that remains uncured 14 days after written notice, or immediately if the other party becomes insolvent or subject to an analogous event, or immediately on written notice if the breach is incapable of remedy (including a breach of sections 1 to 3 of the AUP). If you terminate under this clause for Frayme's uncured material breach, Frayme will refund, pro rata, any prepaid Fees for the period after termination.

17.4 Frayme may terminate this Agreement for convenience on at least 30 days' written notice; in that case Frayme will refund, pro rata, any prepaid Fees for the period after termination.

17.5 On termination or expiry: your access ends and API keys are revoked; you must stop using the Service; and Frayme will, within 30 days, delete any stored Request Content it still holds, anonymise the remaining generation records as described in clause 8.5(b), and delete your account and Workspace data. Before deletion you may ask Frayme, at support@frayme.ai, for an export of any Request Content it still holds. The billing and tax records described in clause 8.5(d), the abuse and fraud signals described in clause 8.5(f), and anonymised records survive termination. Where personal data is involved, clause 8 of the DPA governs. Outputs already delivered to you remain yours under clause 9.2.

17.6 Clauses which by their nature should survive termination do survive, including clauses 3.3, 5, 6.1, 7.2, 8, 9, 10, 11 (in respect of Fees accrued before termination), 14.2, 17.5, 18, 19, 20, 21, 22.2 (as to refunds) and 23, and the DPA for as long as it provides.

18. Confidentiality

18.1 Each party may receive non-public information of the other that is marked confidential or would reasonably be considered confidential ("Confidential Information"). Customer Content is your Confidential Information; the non-public elements of the Service are Frayme's.

18.2 The receiving party must use Confidential Information only to perform under this Agreement (and, for Frayme, as permitted by clauses 8 and 9), protect it with at least reasonable care, and disclose it only to (a) its personnel, contractors and professional advisers who need it and are bound by confidentiality obligations no less protective than this clause, and (b) in Frayme's case, the sub-processors and other providers listed in the Sub-processor List, which are engaged under written contracts containing confidentiality obligations, for the purpose of providing and securing the Service.

18.3 These obligations do not apply to information that is or becomes public without breach, was known without restriction, is independently developed, or must be disclosed by law or court order (with notice to the other party where lawful). They continue for 3 years after termination, and for Customer Content, for as long as it remains confidential.

19. Warranties and disclaimers

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

19.2 Frayme warrants that it will provide the Service with reasonable skill and care. Your remedies for breach of this warranty are (a) re-performance of the affected part of the Service at no additional charge and (b) if Frayme fails to re-perform within a reasonable time after your written notice, termination under clause 17.3 and the refund provided for in that clause. Those remedies are in addition to, and do not exclude, your right to claim damages for loss caused by Frayme's breach of this Agreement or its negligence, which is subject to clauses 21.1 to 21.4.

19.3 Except as expressly stated in this Agreement, the Service, Outputs and Documentation are provided "as is", and all other conditions, warranties and terms implied by statute or common law (including satisfactory quality, fitness for a particular purpose and non-infringement) are excluded to the fullest extent permitted by law.

19.4 Without limiting clause 5, Frayme does not warrant that: the Service will be uninterrupted, error-free or secure; Outputs will be free of defects, accurate or suitable for any particular purpose; that generated interfaces will present Customer Content in any particular way; or that Outputs, or interfaces rendered from them, conform to any accessibility standard. Outputs are generated by an automated system and must be validated by you before use in production.

19.5 The Service and Outputs are not professional advice of any kind, and interfaces rendered from Outputs do not become advice by being displayed.

20. Indemnity

20.1 You will defend and indemnify Frayme against all liabilities, damages, costs and expenses (including reasonable legal fees) arising from a third-party claim (including a claim, complaint or regulatory action brought by or in relation to an End User) to the extent it arises from: (a) Customer Content, including content produced by your agents; (b) a Customer Application; (c) your breach of clause 8 or the AUP; or (d) your violation of applicable law, including data protection, consumer protection and AI-transparency requirements. This indemnity does not apply to the extent that the claim results from Frayme's breach of this Agreement (including the DPA), Frayme's negligence or Frayme's wilful misconduct.

20.2 Frayme will notify you promptly of any such claim, give you reasonable cooperation at your expense, and allow you to control the defence and settlement of the claim, provided that: you may not settle a claim in a way that imposes an obligation on, or admits fault by, Frayme without Frayme's prior written consent (not to be unreasonably withheld); Frayme may participate with its own counsel at its own cost; Frayme may take over the defence if you do not defend the claim diligently; and Frayme retains control of any regulatory or criminal proceedings brought against Frayme itself, in respect of which you remain liable under clause 20.1 for Frayme's reasonable costs of defending the proceedings and for any compensation Frayme is ordered to pay to a third party. Clause 20.1 does not extend to any fine or other penalty imposed on Frayme by a court or regulator in respect of Frayme's own conduct, and nothing in this clause requires a party to indemnify the other against a liability which the law does not permit to be indemnified.

20.3 IP claims against the Service. If a third party claims that the Service (excluding Customer Content and third-party components) infringes their intellectual property rights, Frayme may at its option procure the right for you to continue using the Service, modify or replace it so it is non-infringing, or terminate the affected Service and refund prepaid unused Fees. This clause states Frayme's entire liability, and your sole and exclusive remedy, for infringement by the Service.

21. Liability

21.1 Nothing excluded that cannot be. Nothing in this 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 lawfully be limited or excluded.

21.2 Content and agent conduct. Subject to clause 21.1, and reflecting Frayme's role under clause 5 as a presentation-layer intermediary, Frayme is not liable, in contract, tort (including negligence), under statute or otherwise, for any loss, damage or claim to the extent that it arises from:

(a) Customer Content, including the responses, statements, recommendations or other content produced by your AI agents or other systems;

(b) any inaccuracy, incompleteness, unlawfulness or other defect in information displayed through an interface rendered from an Output, where the substance of that information originates in Customer Content;

(c) any act, omission, decision or loss of any person (including any End User) in reliance on such content or on a Customer Application; or

(d) Customer Applications, including how they render Outputs and any actions they take.

This clause 21.2 does not exclude Frayme's liability, and does not affect your remedies under clause 19.2, to the extent that a loss is caused by Frayme's breach of this Agreement (including the DPA), by Frayme's negligence in operating the Service, or by a defect in the Service itself. Liability of that kind remains subject to clauses 21.3 and 21.4.

21.3 Excluded losses. Subject to clause 21.1, neither party is liable for: loss of profits, revenue or anticipated savings; loss of business, contracts or goodwill; loss or corruption of data (other than Frayme's obligations under the DPA); or any indirect or consequential loss, in each case even if advised of the possibility.

21.4 Cap. Subject to clauses 21.1 to 21.3, each party's total aggregate liability arising out of or in connection with this Agreement, however arising, is capped at the total Fees paid by you in the 12 months immediately preceding the first event giving rise to liability, or US$100 if no Fees were paid in that period. This cap does not apply to your obligation to pay Fees, to your liability under clause 20.1, or to your liability for breach of clause 7.2.

21.5 The parties agree that this clause 21 allocates risk reasonably, reflecting that the Service is self-serve and priced accordingly, and that you, not Frayme, control Customer Content, your agents and Customer Applications.

21.6 Subject to clause 21.1, and except for (a) claims for amounts payable under clause 11, (b) claims under clause 20.1 or clause 20.3, (c) claims for breach of clause 7.2, clause 9.1 or clause 18, and (d) claims under the DPA or under Data Protection Laws, neither party may commence proceedings in respect of a claim under or in connection with this Agreement more than 24 months after the date on which it became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. Nothing in this clause shortens a period that applicable law does not permit to be shortened.

22. Changes to the Service and these Terms

22.1 Frayme may update these Terms and the AUP. For material changes, Frayme will give at least 30 days' notice under clause 23.2 before the change takes effect; non-material changes (such as clarifications, corrections and descriptions of new features) may take effect on posting. Where a change to the AUP is needed urgently to address abuse, a security risk or a legal requirement, it may take effect on posting, Frayme will give notice as soon as practicable afterwards, and clause 22.2 applies. Frayme shows the date of each version and will make prior versions available on request. Changes to the DPA are governed by clause 3.3 of the DPA and by this clause; a change to the DPA that reduces the protection it gives you requires your agreement.

22.2 If you do not accept a material change to these Terms, the AUP or the DPA, or a change to the Service that materially degrades its core functionality (clause 4.2), you may terminate this Agreement by notice before the change takes effect (or, for a Service change, within 30 days after Frayme notifies you of it), and Frayme will refund, pro rata, any prepaid Fees for the period after termination. Continued use after the effective date otherwise constitutes acceptance.

23. General

23.1 Governing law, jurisdiction and dispute resolution.

(a) Governing law. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales.

(b) Exclusive jurisdiction. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim. You irrevocably submit to that jurisdiction and irrevocably waive any objection to proceedings in those courts on the grounds of venue or of inconvenient forum.

(c) Covenant not to sue elsewhere. You will not commence or maintain any proceedings arising out of or in connection with this Agreement in any court or tribunal other than the courts of England and Wales. If you do, you will consent to a stay or dismissal of those proceedings on the application of Frayme, and you will pay Frayme's reasonable costs (including legal fees) of enforcing this clause. This paragraph does not apply to, and nothing in it restricts: (i) proceedings that clause 10 of the DPA or any Standard Contractual Clauses incorporated under it require or permit to be brought elsewhere, including in the courts of Ireland under clause 10.3(g) of the DPA; (ii) any right of a data subject or of either party under Data Protection Laws or those Clauses that cannot lawfully be restricted by agreement, including the rights in Articles 79 and 82 of the UK GDPR and the EU GDPR and in Clause 18 of the Standard Contractual Clauses; or (iii) proceedings brought to enforce a judgment of the courts of England and Wales.

(d) Interim and protective measures. Clause 23.1(b) is an exclusive choice of court agreement for the purposes of the Convention of 30 June 2005 on Choice of Court Agreements. Nothing in this clause prevents Frayme from applying to any court of competent jurisdiction for interim or protective measures, including an interim injunction, to protect its intellectual property or Confidential Information or to restrain a breach of clause 7.2 or of the AUP; such an application is made under Article 7 of that Convention, is not a derogation from clause 23.1(b), and does not make the jurisdiction agreement non-exclusive. All claims for final relief, by either party, must be brought in the courts of England and Wales, save for proceedings excepted by paragraph (c).

(e) United States proceedings. This paragraph is without prejudice to clauses 23.1(b) and (c), which require all proceedings to be brought in the courts of England and Wales, and is not an agreement by Frayme that proceedings may be brought elsewhere. It applies only if, notwithstanding those clauses, a court in the United States accepts jurisdiction over a dispute arising out of or relating to this Agreement. In that event, to the fullest extent permitted by applicable law: (i) each party irrevocably waives any right to trial by jury in that proceeding; and (ii) each party may bring claims against the other only in that party's individual capacity, and not as a claimant or class member in any purported class, collective, consolidated or representative proceeding. If a court holds that either waiver is unenforceable, that waiver is severed and the remainder of this clause 23.1 continues in force.

(f) Nothing in this clause prevents either party from complying with an order of a court or other competent authority.

23.2 Notices. Frayme gives contractual notices by email to the Workspace owner and to the billing contact recorded for your account, and may additionally post them in the dashboard. You are responsible for keeping those addresses current; notice sent to the addresses then on record is effective. You give formal notices to support@frayme.ai and, for notices of breach, termination or dispute, also in writing to Frayme's registered office. Notices are deemed received one business day after being sent by email (if no bounce message is received), two business days after posting by recorded delivery to an address in the United Kingdom, or five business days after posting internationally.

23.3 Assignment. You may not assign this Agreement without Frayme's prior written consent (not to be unreasonably withheld). Frayme may assign it to an affiliate or in connection with a merger, acquisition or sale of assets, with notice to you.

23.4 Entire agreement. This Agreement is the entire agreement between the parties about the Service and supersedes all prior discussions. Neither party relies on any statement not set out in it, but nothing excludes liability for fraud. If there is a conflict: the DPA prevails over these Terms for data protection matters (and the current Sub-processor List prevails over the snapshot of it in the DPA annexes); these Terms prevail over the Plan, the AUP, the VDP, the IP Policy and the Documentation; the AUP prevails over the VDP, the IP Policy and the Documentation; and the Plan prevails over the Documentation as to allowances, limits and price. If you and Frayme enter into a separate signed agreement or order form for the Service, that agreement prevails over these Terms to the extent of any conflict, for the Service it covers.

23.5 Severance and waiver. If a provision is found unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force. A failure to enforce a provision is not a waiver.

23.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party infrastructure, provided it uses reasonable efforts to mitigate. This does not excuse payment obligations.

23.7 Export and sanctions. You must comply with applicable export-control and sanctions laws, including those of the United Kingdom, the European Union, the United States and the United Nations, and warrant that you are not located in, or owned or controlled by parties in, a comprehensively sanctioned jurisdiction or on a restricted-party list.

23.8 Publicity. Unless you opt out by emailing support@frayme.ai, you grant Frayme a non-exclusive licence to use your name and logo to identify you as a customer on Frayme's website and in its marketing materials, in accordance with any brand guidelines you provide. Frayme will stop new uses within 10 business days of an opt-out.

23.9 Third-party rights. Except as expressly stated, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

23.10 Independent contractors. The parties are independent contractors; this Agreement creates no partnership, agency or employment relationship.

23.11 Anti-bribery. Each party will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and, where applicable, the US Foreign Corrupt Practices Act, and will not offer, give, request or accept any bribe, facilitation payment or other improper advantage in connection with this Agreement.

23.12 Service communications. Frayme sends service, billing, security and legal notices to the addresses recorded for your account under clause 23.2 and through the dashboard. These form part of the Service, are not marketing, and cannot be opted out of while you hold an account. Marketing communications are separate and are handled as described in the Privacy Policy.

23.13 Interpretation. Headings are for convenience only. "Including" and similar words are without limitation. "Written" and "in writing" include email. References to a clause are to a clause of these Terms unless stated otherwise.