Terms of Service

1. Definitions

“Agreement” means these Terms of Service together with any applicable Order Form, the Data Processing Agreement, and any written addenda.

“Customer”, “you”, or “your” means the legal entity or individual acting in the course of a trade, business, craft, or profession that accepts this Agreement.

“Fuze”, “we”, or “us” means Fuze, the controller of fuze-ai.tech, headquartered in Dublin, Ireland.

“Services” means the Fuze cloud compliance platform, APIs, dashboards, documentation, and any related products made available under this Agreement. The Services do not include the open-source Fuze SDK (defined below), which is governed exclusively by its own MIT licence.

“Open-Source SDK” means the Fuze software development kits and libraries published under the MIT licence (including the fuze-ai and @fuze-ai/* packages), together with any documentation included in those source repositories.

“Customer Data” means any data, including agent traces, event records, and configuration, that you transmit to the Services or that the Services collect on your behalf.

“Subscription Plan” means the tier (Free Tier or any future paid tier) selected at sign-up or as subsequently changed.

“Free Tier” means the no-fee Subscription Plan made available during early access, subject to the usage limits published on the Pricing page and the additional terms in section 4.

“EU AI Act” means Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence, as amended.

“High-Risk Use” means any use of an AI system that falls within Annex III of the EU AI Act, or that constitutes a safety component of a product covered by EU harmonisation legislation listed in Annex I.

“Prohibited Practice” means any practice listed in Article 5 of the EU AI Act.

“Deployer”, “Provider”, and other AI Act role terms have the meanings set out in Article 3 of the EU AI Act.

2. Acceptance, eligibility, and B2B status

By creating an account or using the Services you confirm that (a) you have read and agree to this Agreement, (b) you are at least 18 years old or have the legal capacity to enter binding contracts under applicable law, and (c) if you act on behalf of a legal entity, you have authority to bind that entity.

The Services are offered exclusively to legal entities and to individuals acting in the course of a trade, business, craft, or profession. The Services are not offered to consumers within the meaning of Directive 2011/83/EU or equivalent national consumer-protection law. By accepting this Agreement you represent that you are not acting as a consumer. Where a non-waivable consumer right would nonetheless apply under mandatory law, that right is preserved.

If you do not agree to this Agreement, you must not access or use the Services.

3. Services, access, and modification

Subject to your compliance with this Agreement and timely payment of any applicable fees, Fuze grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the term for your internal business purposes.

Modification of the Services.We may update, modify, or discontinue features of the Services. Where a modification is material and adverse to a paid tier customer, we will provide at least 30 days' notice, except where changes are required immediately for security, legal compliance, or to prevent harm. Free Tier features may change at any time without notice; see section 4.

Modification of these Terms.We may modify this Agreement from time to time. Where a modification is material, we will provide at least 30 days' notice by email or in-product notification before the modification takes effect. Continued use of the Services after the effective date constitutes acceptance of the modified Agreement. If you do not accept a modification, your sole remedy is to terminate the Agreement under section 15.

4. Early access and Free Tier

The Services are currently offered in early access. The Free Tier is provided without consideration, on a best-effort basis, for the purpose of evaluation and integration testing. By using the Free Tier you acknowledge and agree that:

1. The Services may contain defects, may be incomplete, and are not warranted fit for any particular purpose, including production-grade workloads in regulated sectors. You assume all risk of use.
2. We may modify, suspend, throttle, or discontinue any feature of the Free Tier at any time, with or without notice, and without liability to you.
3. The usage limits set out on the Pricing page apply. We may rate-limit or temporarily disable accounts that exceed those limits, and will notify you where practicable.
4. The Free Tier is not authorised for any High-Risk Use as defined in section 1. If you intend to use the Services for a High-Risk Use, you must obtain a separate written agreement from us before doing so. Use of the Free Tier for High-Risk Use is a material breach of this Agreement.
5. We will give at least 60 days' notice before any Free Tier account is required to migrate to a paid tier or before any paid tier is introduced for features that are currently included in the Free Tier.

For the avoidance of doubt, the Open-Source SDK is governed by the MIT licence and is not subject to early-access status, the Free Tier limits, or this section.

5. Acceptable use, prohibited practices, and high-risk uses

5.1 General prohibitions. You must not use the Services to:

• Violate any applicable law, regulation, or third-party right.
• Transmit malware, viruses, or any code designed to damage or gain unauthorised access to systems.
• Reverse-engineer, decompile, or attempt to extract source code from any part of the Services that is not provided as open source.
• Resell, sublicense, or otherwise make the Services available to third parties without our prior written consent, except as part of your own application built on top of the Fuze API.
• Use the Services in a manner that imposes unreasonable load on our infrastructure or that interferes with other customers' use.
• Circumvent, disable, or otherwise interfere with security features.
• Process personal data in a way that violates applicable data protection law, including the GDPR, without an appropriate legal basis or without notifying affected data subjects as required by law.
• Use the Services to build a competing product.

5.2 EU AI Act prohibited practices. You must not use the Services, or use the output of the Services, in connection with any Prohibited Practice under Article 5 of the EU AI Act, including subliminal or manipulative techniques causing significant harm, exploitation of vulnerabilities of specific groups, social scoring by public authorities, untargeted scraping for facial-recognition databases, emotion recognition in workplaces or education (subject to the exceptions in Article 5(1)(f)), biometric categorisation inferring sensitive characteristics, and real-time remote biometric identification in publicly accessible spaces for law-enforcement purposes outside the narrow exceptions in Article 5(1)(h). This list is illustrative and not exhaustive; the operative definitions are those in the EU AI Act as amended.

5.3 High-Risk Use restriction. You must not use the Services for any High-Risk Use without a separate written agreement signed by an authorised representative of Fuze. Where we agree to support a High-Risk Use, we will specify in that written agreement the additional commitments, evidence obligations, and conformity-assessment cooperation duties that apply to both parties under Article 25(4) and related provisions of the EU AI Act.

5.4 Sanctions and export controls. You represent and warrant that you are not, and are not acting on behalf of, a person or entity subject to EU, UK, US, or UN sanctions, and that you will not use the Services in any country or territory subject to comprehensive sanctions (including, as of the effective date of this Agreement, Cuba, Iran, North Korea, Syria, and the non-government-controlled areas of Ukraine).

We reserve the right to suspend or terminate access for material breach of this section, with notice where practicable, except where immediate action is required to protect security, comply with law, or prevent harm to third parties.

6. Regulatory roles and responsibilities

This section allocates regulatory roles between the parties. It is contractual and does not override mandatory law or any determination by a competent authority.

6.1 Customer is the Deployer and, where applicable, the Provider. Where the Services are used in connection with an AI system, you are the Deployer of that AI system within the meaning of EU AI Act Article 3(4). If you place an AI system on the EU market, or put an AI system into service under your name or trademark, you are also the Provider of that AI system within the meaning of Article 3(3). All obligations attaching to those roles, including obligations under Articles 9, 13, 14, 16, 17, 22, 26, 27, 50, 72, and 73 of the EU AI Act as applicable, are yours.

6.2 Fuze is a component supplier and provider of supporting services. The Services and the Open-Source SDK are intended to be used as components, tools, and supporting services that help you discharge your own regulatory obligations. Fuze is not a Provider of any AI system that you build, deploy, or place on the market. Where Article 25 of the EU AI Act applies, Fuze acts as the supplier of an AI component, will cooperate with Providers of high-risk AI systems in accordance with Article 25(4) where a separate written agreement under section 5.3 is in place, and will provide the technical information reasonably required to support that cooperation.

6.3 GDPR roles. Where Customer Data contains personal data, the GDPR roles of the parties (controller, processor, joint controller) are governed by the Data Processing Agreement, which is incorporated by reference into this Agreement. The DPA prevails over this Agreement to the extent of any conflict on matters of personal-data processing.

6.4 No certification or assurance. The Services produce evidence, workflows, and tooling intended to support your compliance posture. They do not constitute, and must not be represented as, certification, conformity assessment, attestation, or independent assurance under the EU AI Act, the GDPR, or any other regulatory framework. Conformity assessment under the EU AI Act, where required, must be obtained from a notified body or, where permitted, conducted under your own responsibility as Provider.

6.5 Customer responsibility. You are solely responsible for determining (a) the regulatory status of your AI system (including whether it constitutes High-Risk Use, a general-purpose AI model, or a Prohibited Practice), (b) whether the Services are appropriate for your use case, (c) the accuracy and completeness of any compliance evidence you generate or rely upon, and (d) your own compliance with the EU AI Act, the GDPR, sector-specific regulation, and any other applicable law. The fact that the Services produce evidence or pass internal checks does not establish, in and of itself, that your AI system is compliant with any law or standard.

7. Customer data

As between the parties, you retain all ownership rights in Customer Data. You grant Fuze a limited licence to store, process, and transmit Customer Data solely to the extent necessary to provide the Services.

Where Customer Data contains personal data, processing is governed by the Data Processing Agreement, which is incorporated by reference and forms part of this Agreement. You are responsible for ensuring you have a lawful basis to transmit personal data to the Services and that data subjects have been informed as required by applicable law.

8. Fees and payment

Free Tier usage is provided without charge subject to the limits and other conditions in section 4 and on the Pricing page. No paid Subscription Plans are currently offered.

When paid Subscription Plans are introduced, we will give at least 60 days' notice before any account is required to migrate. Paid plans will be billed in advance on a monthly or annual basis by Stripe, in Euro (EUR), exclusive of VAT. VAT will be charged at the rate applicable to your billing address. Invoices will be due immediately upon issuance, and we may suspend access after 7 days' notice if payment fails. Fees will be non-refundable except as required by applicable law.

9. Service levels

Free Tier: best-effort availability. No uptime guarantee is provided. Planned maintenance will be communicated in advance where practicable.

Future paid plans: Service level commitments will be specified in the Order Form, Master Services Agreement, or pricing-page schedule applicable to that plan.

10. Intellectual property and open-source SDK

Fuze and its licensors retain all right, title, and interest in and to the Services, including all software, documentation, trademarks, and other intellectual property, except as expressly granted in this Agreement.

Open-Source SDK separation. The Open-Source SDK is made available under the MIT licence. Your rights in respect of the Open-Source SDK are governed exclusively by that licence, not by this Agreement. Where you use the Open-Source SDK independently of the Services (for example, in your own infrastructure without connecting to the Fuze API), this Agreement does not apply to that use, and the warranty disclaimer and liability disclaimer of the MIT licence are the operative provisions. Distributing or making available a copy of the Open-Source SDK does not, by itself, place that copy on the market within the meaning of Directive (EU) 2024/2853 (Product Liability Directive); nothing in this Agreement constitutes Fuze placing the Open-Source SDK on the market on your behalf or as part of any commercial activity by Fuze.

You grant Fuze the right to use anonymised, aggregated, non-identifying usage metrics derived from Customer Data to improve the Services.

11. Confidentiality

Each party (“Receiving Party”) agrees to keep confidential any non-public information of the other party (“Disclosing Party”) that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no fault of the Receiving Party, (b) was rightfully known before disclosure, (c) is independently developed without use of confidential information, or (d) must be disclosed by law, provided that the Receiving Party gives the Disclosing Party reasonable prior notice where permitted.

12. Warranties and disclaimers

Each party warrants that it has the authority to enter into this Agreement and that its execution and performance do not violate any other obligation.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. FUZE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FUZE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

No legal, regulatory, or compliance advice. The Services are designed to assist with compliance workflows and to produce evidence. Nothing in the Services, the documentation, or our communications with you constitutes legal advice, regulatory advice, conformity-assessment advice, or fiduciary guidance. Fuze is not your lawyer, your auditor, your data protection officer, or your AI compliance officer, and no fiduciary, advisory, or special relationship arises by virtue of this Agreement or your use of the Services.

No certification. Without limiting section 6.4: passing checks within the Services, generating evidence through the Services, or receiving any indication from the Services that an obligation has been met does not, in itself, establish that your AI system is compliant with the EU AI Act, the GDPR, or any other law or standard. You are solely responsible for determining whether the Services meet your specific regulatory requirements and for obtaining qualified legal counsel.

13. Liability cap and exclusions

13.1 Cap.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FUZE'S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES PAID BY YOU TO FUZE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (b) ONE HUNDRED EUROS (€100). FOR THE AVOIDANCE OF DOUBT, THE ONE-HUNDRED-EURO FLOOR APPLIES TO FREE TIER USERS.

13.2 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Carve-outs. The limitations in this section do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct; (d) liability under Directive (EU) 2024/2853 (Product Liability Directive) for defective products to the extent that liability cannot be excluded or limited by contract; (e) any liability that cannot otherwise be limited or excluded by applicable law.

13.4 Claim period. Any claim must be brought within twelve (12) months of the date on which the claimant knew or reasonably should have known of the cause of action. Claims brought after this period are permanently barred, to the extent permitted by applicable law.

14. Indemnification

You will defend, indemnify, and hold harmless Fuze and its officers, directors, employees, and contractors from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services in violation of this Agreement, including any Prohibited Practice or unauthorised High-Risk Use under section 5; (b) Customer Data, including any claim that Customer Data infringes a third party's intellectual property or privacy rights; (c) your violation of applicable law, including the EU AI Act and the GDPR; or (d) any representation or warranty made by you to a third party regarding the compliance status of an AI system that uses or relies on the Services.

We will: (i) promptly notify you of any claim covered by this section; (ii) give you sole control of the defence and settlement, provided that any settlement that imposes obligations on Fuze beyond payment of money requires our prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation at your expense.

15. Term, termination, and inactive accounts

This Agreement commences on the date you first access the Services and continues until terminated. Either party may terminate the Agreement for any reason on 30 days' written notice. Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure that breach within 15 days of written notice. We may terminate or suspend immediately, without notice, for breach of section 5.2 (Prohibited Practices), section 5.3 (unauthorised High-Risk Use), or section 5.4 (sanctions and export controls).

Inactive Free Tier accounts.Free Tier accounts that have had no successful authenticated activity for twelve (12) consecutive months may be suspended and, after a further thirty (30) days' email notice to the registered email address, deleted along with associated Customer Data. We will provide a reasonable opportunity to export Customer Data before deletion.

Upon termination: (a) your access to the Services ceases; (b) you must cease using any Fuze proprietary materials; (c) we will make Customer Data available for export for 30 days, after which it will be deleted in accordance with our data retention policy and the DPA; (d) all accrued payment obligations survive termination; (e) the provisions identified in section 17 (survival) survive termination.

16. Governing law and disputes

This Agreement is governed by the laws of Ireland, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the courts of Dublin, Ireland for the resolution of any dispute arising out of or relating to this Agreement, except that either party may seek interim or injunctive relief in any jurisdiction where necessary to protect its rights.

Nothing in this section affects any non-waivable statutory right that applies to you under mandatory law.

17. General provisions and survival

Entire agreement. This Agreement, together with the DPA and any Order Form, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, or agreements.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. Failure to enforce any right or provision is not a waiver of that right or provision.

Assignment. You may not assign this Agreement or any rights under it without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Force majeure. Neither party is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, government action, or telecommunications failures.

Notices. Notices to Fuze must be sent to legal@fuze-ai.tech. Notices to you will be sent to the email address associated with your account.

No third-party beneficiaries. This Agreement is for the sole benefit of the parties and does not create rights for any third party.

Survival. The following provisions survive termination of this Agreement: section 1 (Definitions), section 5 (Acceptable use, to the extent of accrued breaches), section 6 (Regulatory roles), section 7 (Customer data, to the extent of return and deletion obligations), section 10 (Intellectual property), section 11 (Confidentiality), section 12 (Warranties and disclaimers), section 13 (Liability cap and exclusions), section 14 (Indemnification), section 16 (Governing law and disputes), and this section 17.

18. Contact