GATA AI — Terms of Service

Last updated: 11 May 2026

These Terms of Service (the "Terms") form a legally binding agreement between Exchester Ltd (a company incorporated in England and Wales with company number 12601661, whose registered office is at 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE, United Kingdom), trading as GATA AI ("GATA", "we", "us", "our"), and the legal entity identified at sign-up (the "Customer", "you", "your").

By creating an Account, accepting these Terms electronically, accessing or using the Service, or signing an Order Form that incorporates these Terms, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

Recitals

(A) GATA operates a software-as-a-service platform that enables business users to generate AI-assisted video content, including script-to-video workflows and visual video localisation.

(B) The Charges payable under these Terms have been calculated on the basis of the allocation of risk set out in these Terms, including the limitations and exclusions of liability in Section 12 and the indemnities in Section 13. The Customer acknowledges that this allocation is reasonable in the context of a business-to-business software service.

(C) The Service relies on third-party sub-providers, including Amazon Web Services (Amazon Bedrock, Amazon S3 and Amazon Simple Email Service), fal.ai and Stripe, and the Service is provided subject to the operation of those sub-providers.

1. Definitions

In these Terms, capitalised terms have the meanings set out below.

"Account" means the Customer's account on the Service.

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

"Applicable Law" means all laws, statutes, regulations, regulatory codes and guidance applicable to a party's performance of these Terms, including the UK General Data Protection Regulation, the Data Protection Act 2018, the General Data Protection Regulation (Regulation (EU) 2016/679), the EU AI Act, and the Online Safety Act 2023.

"Authorised User" means an individual employee, agent or contractor of the Customer authorised by the Customer to access and use the Service under the Customer's Account. Self-serve Subscription tiers are single-user; Enterprise Accounts may permit multiple Authorised Users up to the seat limit set out in the applicable Order Form.

"Acceptable Use Policy" or "AUP" means the GATA Acceptable Use Policy published at https://gata.ai/aup, as amended from time to time.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England.

"Charges" means all subscription fees, overage credit charges, and any other fees payable by the Customer for the Service, as set out on the Pricing Page or in the Customer's Order Form.

"Confidential Information" means any information disclosed by one party to the other in connection with these Terms which is marked as confidential or which a reasonable person would understand to be confidential, including the terms of these Terms, the Customer's Inputs, GATA's pricing and product roadmap, and the non-public technical and business information of either party.

"Credits" means the in-product unit used to debit generation activity in excess of the included monthly allowance, as further described in Section 4.

"Customer Content" means all data, materials, scripts, briefs, moodboard images, reference media and other content that the Customer or any Authorised User uploads, submits or otherwise transmits to the Service (whether as Inputs or otherwise), and any Outputs to the extent they incorporate or are derived from such content. Customer Content includes Inputs and the Customer's data files stored on the Service.

"Data Protection Laws" means the UK GDPR, the EU GDPR, the Data Protection Act 2018, and any other data protection or privacy law applicable to the processing of personal data under these Terms.

"DPA" means the GATA Data Processing Addendum, available on request to support@gata.ai or downloadable at https://gata.ai/dpa.

"Effective Date" means, for any Customer, the date on which the Customer first accepts these Terms or, if earlier, the date on which the Customer first accesses the Service.

"Enterprise Customer" means a Customer who has executed an Order Form for the Enterprise tier.

"Generative Operation" means any individual call to a Sub-Provider, on behalf of the Customer, to generate or transform an Output, including image generation, video generation and character "reel" generation.

"Inputs" means scripts, loglines, briefs, prompts, moodboard images, reference media and any other material submitted by the Customer or its Authorised Users to the Service for processing.

"Order Form" means a written ordering document executed by GATA and an Enterprise Customer that references and incorporates these Terms.

"Outputs" means any output generated by the Service in response to Inputs, including AI-generated characters, costumes, locations, shot frames, character reels, shot videos and assembled cuts.

"Pricing Page" means the page at https://gata.ai/#pricing setting out current Subscription tiers, monthly allowances, Credit pricing and other Charges.

"Service" means the GATA AI software-as-a-service platform, including all features, content, generative tools and APIs made available by GATA from time to time.

"Sub-Providers" means the third-party providers used by GATA to operate the Service, including Amazon Web Services (Amazon Bedrock for foundation-model inference and content moderation, Amazon S3 for object storage, and Amazon Simple Email Service for transactional email), fal.ai (for image and video generation), Stripe (for payment processing and subscription billing), and any successor or additional providers notified to the Customer.

"Subscription" means the Customer's recurring right to access and use the Service under the tier and term selected at sign-up or set out in an Order Form.

"Subscription Fee" means the recurring fee payable for a Subscription as set out on the Pricing Page or in the Customer's Order Form.

"Subscription Term" means, for self-serve Subscriptions, one (1) calendar month, and for Enterprise Subscriptions, the term specified in the Customer's Order Form.

In these Terms, headings are for convenience only and do not affect interpretation. References to "including" mean "including without limitation". References to a statute include any subordinate legislation made under it and any modification or re-enactment of it. References to a person include any individual, firm, company or other legal entity.

2. Eligibility, Business Representation and Authority

2.1 Business-only Service. The Service is offered exclusively to legal entities and to individuals acting in the course of a trade, business, craft or profession (including sole traders, partnerships, limited companies, limited liability partnerships, charities and public bodies). The Service is not offered to consumers, and GATA does not market the Service as a consumer offering.

2.2 Customer representation and warranty. By creating an Account, accepting these Terms or signing an Order Form, the Customer represents and warrants that:

1. it is entering into these Terms wholly and exclusively for the purposes of its trade, business, craft or profession, and is not a consumer for the purposes of the Consumer Rights Act 2015 or any equivalent law of the Customer's jurisdiction;
2. it is a legal entity (or sole trader) duly organised and validly existing under the laws of its jurisdiction of incorporation or establishment;
3. the business identifiers it provides at sign-up — including company or trading name, registered office, country of incorporation, and (where applicable) VAT number and Companies House number — are accurate, current and complete; and
4. the individual accepting these Terms or signing the Order Form on the Customer's behalf is at least 18 years old, has full power and authority to bind the Customer to these Terms, and has obtained all internal approvals required to do so.

2.3 Personal-email-domain restriction. Sign-up via personal, free or disposable email domains is not permitted. The Customer must use an email address on a domain controlled by the Customer or its Affiliates. GATA may, in its sole discretion, refuse, suspend or terminate any Account that does not comply with this restriction.

2.4 Authority warranty (signatory). The individual accepting these Terms or signing the Order Form personally warrants the matters set out in clause 2.2(d). Any breach of that personal warranty entitles GATA to recover from that individual any losses GATA suffers as a result of relying on the unauthorised acceptance.

2.5 Indemnity for misrepresentation of status. The Customer (and, on a several basis, the individual signatory under clause 2.4) shall indemnify GATA on demand against all losses, liabilities, costs and expenses (including legal fees on a full indemnity basis) suffered or incurred by GATA arising out of or in connection with any breach of the representations and warranties in clauses 2.2, 2.3 or 2.4, including any cost of defending or settling consumer-statute claims that would not have arisen but for the misrepresentation. This indemnity is uncapped and survives termination of these Terms.

2.6 Survival of mandatory consumer rights. If, notwithstanding clauses 2.1 to 2.5, a court of competent jurisdiction determines that a particular Customer was, on the facts, acting as a consumer at the time of contract formation, then:

1. all provisions of these Terms shall continue to apply to the maximum extent permitted by Applicable Law;
2. any term that would, as applied to that Customer, contravene a non-excludable consumer-protection right (including under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) shall be read down to the minimum extent necessary to comply with that right; and
3. the indemnity in clause 2.5 nevertheless remains enforceable against the misrepresenting individual under clause 2.4 and against the Customer to the maximum extent permitted by Applicable Law.

2.7 Refusal of registration. GATA may refuse to create or activate any Account, or terminate any Account, where it has reasonable grounds to believe that the Customer does not satisfy the eligibility criteria in this Section 2 or where the registration is incomplete, fraudulent or otherwise non-compliant.

3. Account and Authorised Users

3.1 Account creation. To use the Service the Customer must create an Account, accept these Terms, and complete the sign-up flow, which includes (i) business identifier capture, (ii) the email-domain restriction set out in clause 2.3, and (iii) verification of the Customer's sign-up email address by entry of a one-time code sent to that address. An Account is not activated, and the Customer cannot access the Service, until email verification is completed. GATA may from time to time require the Customer or any Authorised User to re-verify its email address.

3.2 Authorised Users. Self-serve Subscription tiers permit one Authorised User per Account. Enterprise Customers may permit additional Authorised Users, subject to the seat limit in the applicable Order Form, to access the Service under the Customer's Account. The Customer is responsible for all acts and omissions of its Authorised Users as if they were the Customer's own.

3.3 Account credentials. The Customer is responsible for maintaining the confidentiality of all login credentials issued to it or its Authorised Users, for all activity that occurs under those credentials, and for ensuring that credentials are not shared with any individual who is not an Authorised User. The Customer shall promptly notify GATA at support@gata.ai of any suspected or actual unauthorised access to or use of the Service.

3.4 Customer responsibility for use. The Customer is responsible for the use of the Service under its Account, including the lawfulness, accuracy and propriety of all Inputs and all use of Outputs.

3.5 Enterprise sales-gated onboarding. Enterprise tier Accounts are created by GATA only following an executed Order Form and a sales-led onboarding process. Self-serve sign-up is not available for the Enterprise tier.

4. Subscription, Charges and Renewal

4.1 Subscription tiers. The Service is offered in tiers. Self-serve tiers are single-user subscriptions and carry a parallel-job allowance and an included monthly generation allowance, as set out on the Pricing Page. Enterprise tiers may carry a custom seat allocation, parallel-job allowance and included monthly generation allowance, as set out in the Customer's Order Form.

4.2 Charges. The Customer shall pay the Subscription Fee and any other Charges set out on the Pricing Page or in its Order Form. Unless otherwise stated, all Charges are stated and payable in pounds sterling (GBP).

4.3 Overage, Credit wallet and FIFO consumption. Generation activity in excess of the Customer's included monthly allowance is billed against an in-product Credit balance held in the Customer's Account (the "Credit Wallet"). Credits may be purchased ad hoc via Stripe in batches (each a "Top-Up Batch") in the denominations offered on the Pricing Page from time to time. One Credit corresponds to a generation cost as displayed at the point of purchase or, if different, at the point of use. Credits within the included monthly allowance are made available at the start of each billing month, do not roll over, and lapse at the end of the relevant billing month unless the Customer's Order Form expressly provides otherwise. Where the Credit Wallet contains Credits from more than one Top-Up Batch (or contains both included-allowance Credits and Top-Up Credits), Credits are debited in the following order: (i) first, the Customer's included monthly allowance for the current billing month, until exhausted; and (ii) thereafter, Credits from Top-Up Batches in order of expiry, with the Top-Up Batch closest to expiry being debited first ("FIFO").

4.4 Top-Up Batch expiry and active-Subscription requirement. Each Top-Up Batch is non-refundable from the moment of purchase, save that, where no Credit from a Top-Up Batch has yet been consumed, the Customer may request a refund of the unused Top-Up Batch within 14 days of purchase, which GATA may grant in its discretion. Subject to that 14-day discretionary window:

1. 12-month rolling expiry. Credits in a Top-Up Batch expire and cease to be redeemable on the date falling 12 months after the date on which that Top-Up Batch was purchased (the "Top-Up Expiry Date"). Credits not consumed by the Top-Up Expiry Date are forfeited and no refund is due in respect of them.
2. Active-Subscription requirement. Credits (whether from the included monthly allowance or from any Top-Up Batch) may be redeemed only while the Customer has a current, paid-up Subscription. If the Customer's Subscription terminates or expires for any reason (whether under clause 14.2, 14.3, 14.4, 4.8(e) or otherwise), all unused Credits in the Credit Wallet are forfeited with effect from the date the Subscription terminates, save where clause 14.3 expressly provides for a pro-rata refund of unused Top-Up Batches in respect of which the 14-day discretionary window in this clause 4.4 still applies.
3. No extension on suspension. Suspension of the Account under clause 14.1 does not extend the Top-Up Expiry Date or pause the 12-month period.
4. No cash value, no transfer. Credits have no cash value, may not be transferred, sold, exchanged or assigned to any other person or Account, and may not be redeemed for cash. Credits are not electronic money, a financial instrument or a stored-value product, and the Credit Wallet is a record of the Customer's pre-paid right to receive Generative Operations from GATA.
5. Reasonableness. The Customer acknowledges that the 12-month expiry, the FIFO consumption order in clause 4.3 and the active-Subscription requirement in this clause 4.4 are reasonable having regard to (i) the deferred-revenue and accounting-close-out cost to GATA of carrying unredeemed Credits indefinitely, (ii) the rapid model deprecation cycles of Sub-Providers (Credits issued today may not be redeemable against the same underlying models in 12 months), and (iii) the need for parity of treatment between Customers.

4.5 Refunds for failed Generative Operations. Where a Generative Operation fails before being accepted by the relevant Sub-Provider (including moderation block, validation error, Sub-Provider rejection at submit time, or other pre-acceptance failure), the reservation against the Customer's Credit balance shall be released automatically and no Credit shall be debited. Where a Generative Operation has been accepted by the relevant Sub-Provider, the corresponding Credits are debited on acceptance and no refund will be issued, regardless of whether the resulting Output is delivered, completed, satisfactory or commercially useful to the Customer. The Customer acknowledges that the Charges relate to the generation attempt, not to a guaranteed Output.

4.6 Auto-renewal. Unless cancelled in accordance with Section 14, each Subscription will automatically renew at the end of its then-current Subscription Term for a further period equal to that Subscription Term, at the Charges in effect at the time of renewal.

4.7 Subscription Fee changes on renewal. GATA may change the Subscription Fee, the included monthly generation allowance and the Credit unit price applicable to a Subscription tier with effect from the start of the next Subscription Term. GATA will give the Customer at least 60 days' prior written notice (which may be by email or in-product notification) before any such change takes effect at the next renewal. If the Customer does not wish to accept the change, it may cancel the Subscription before the start of the next renewal period in accordance with Section 14; cancellation in those circumstances does not entitle the Customer to a refund of Charges paid for the then-current Subscription Term.

4.8 Per-operation credit cost changes during a Subscription Term. The number of Credits debited for each category of Generative Operation (for example, image generation, character "reel" generation, shot-video generation, or assembled-cut generation) is set out, by category and underlying Sub-Provider model, on the Pricing Page or in-product. The Customer acknowledges that GATA's costs of operating the Service depend on Sub-Provider pricing, model availability and computational characteristics, all of which are outside GATA's control and change from time to time. Accordingly:

1. GATA may change the per-operation Credit cost of any category of Generative Operation, and the per-operation Credit cost of any underlying Sub-Provider model, during a Subscription Term;
2. GATA will give the Customer at least 30 days' prior written notice (which may be by email or in-product notification) of any such change before it takes effect, save where a shorter period is required to reflect a corresponding change imposed on GATA by a Sub-Provider, in which case GATA will give as much advance notice as is reasonably practicable;
3. the Subscription Fee and the included monthly generation allowance for the then-current Subscription Term will not change as a result of a change made under this clause 4.8 (changes to those parameters are governed by clause 4.7);
4. the Customer's remedy if it does not wish to accept a change made under this clause 4.8 is to cancel the Subscription with effect at the end of the then-current Subscription Term in accordance with clause 14.2; and
5. where, in respect of a single category of Generative Operation that the Customer has used materially during the three (3) months immediately preceding the notice, the per-operation Credit cost is increased by more than 25% on a like-for-like basis (a "Material Adverse Credit Cost Change"), the Customer may, by written notice given within 30 days of GATA's notice and before the change takes effect, terminate the affected Subscription with effect from the date the change takes effect and receive a pro-rata refund of the Subscription Fee paid for the unexpired portion of the then-current Subscription Term, calculated on a daily basis. Already-consumed Credits are not refundable; unused Credits in the Credit Wallet are dealt with in accordance with clause 4.4(b).

The parties acknowledge that this clause 4.8 is reasonable having regard to the matters set out in Recital (B) and clause 11.5, including GATA's dependency on Sub-Providers and the inherent variability of generative-AI compute pricing.

4.9 Annual Subscription Term Sub-Provider pass-through. Where the Customer is on an annual Subscription Term, GATA shall not exercise the right in clause 4.8(a) to increase the per-operation Credit cost of an existing category of Generative Operation during that annual Subscription Term, except where and to the extent that the increase passes through, on a like-for-like basis, an increase in the unit cost charged to GATA by the relevant Sub-Provider for the underlying compute, model invocation or content service. Clauses 4.8(b) to 4.8(e) (notice, remedy, and Material Adverse Credit Cost Change) continue to apply to any pass-through change made under this clause 4.9.

4.10 New Generative Operation categories and new models. GATA may add new categories of Generative Operation and new underlying Sub-Provider models to the Service from time to time, each at the per-operation Credit cost displayed at the point of use. The introduction of a new category or model does not require notice under clauses 4.7 or 4.8, and the Customer is not obliged to use any new category or model. Use of a new category or model by the Customer or any Authorised User constitutes acceptance of the per-operation Credit cost displayed at the point of use.

4.11 Deprecation and withdrawal of Generative Operations or models. GATA may deprecate, withdraw or replace any category of Generative Operation, or any underlying Sub-Provider model, at any time. Where the deprecation or withdrawal materially and adversely affects the Customer's use of the Service, GATA will use reasonable endeavours to give at least 60 days' prior notice, save where a shorter period is required by a Sub-Provider's withdrawal of the underlying capability, an Applicable Law, a security or content-safety requirement, or another circumstance outside GATA's reasonable control, in which case GATA will give as much advance notice as is reasonably practicable. Clause 8.3 (modifications to the Service) governs the Customer's remedies for any deprecation or withdrawal that materially and adversely affects the Service for a sustained period.

4.12 Payment. Subscription Fees are payable in advance for each Subscription Term. Top-Up Batches are payable in advance at the time of purchase. Payment is made by debit or credit card or other payment method supported by Stripe. The Customer authorises GATA (and Stripe acting on GATA's behalf) to charge the payment method on file for all Charges as they become due. The Customer is responsible for ensuring that valid payment details remain on file.

4.13 Late payment. Without prejudice to any other right or remedy, GATA may charge interest on any sum overdue at the rate of 4% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment, whether before or after judgment.

4.14 Taxes. All Charges are stated exclusive of value added tax (VAT) and any other applicable sales, use, transactional or similar tax. GATA is registered for UK VAT under registration number GB 467 0053 02. UK Customers will be charged UK VAT at the prevailing standard rate (currently 20%). Where the Customer is a business established in another EU member state and provides a valid VAT registration number, the reverse-charge mechanism will apply and VAT will not be charged by GATA. The Customer is responsible for accounting for any reverse-charge VAT or import VAT applicable in its jurisdiction. The Customer is responsible for any withholding taxes and shall gross up any payment so that the net amount received by GATA equals the amount that would have been received absent the withholding.

4.15 Disputed invoices. If the Customer believes an invoice is incorrect, it must notify GATA in writing within 30 days of the invoice date. Undisputed amounts remain payable on the original due date.

4.16 No mid-term termination for convenience. Subject to clauses 4.8(e), 14.3 and 14.4, the Customer may not terminate its Subscription during a Subscription Term for convenience, and is not entitled to any refund of pre-paid Charges if it ceases to use the Service before the end of a paid Subscription Term.

5. Acceptable Use

5.1 Compliance with AUP. The Customer shall, and shall procure that its Authorised Users shall, comply at all times with the Acceptable Use Policy, which is incorporated by reference into these Terms. The current version of the AUP is published at https://gata.ai/aup. GATA may update the AUP from time to time; updates take effect on the date stated on the AUP.

5.2 General use restrictions. Without limiting the AUP, the Customer shall not, and shall procure that its Authorised Users shall not:

1. use the Service in violation of Applicable Law, including data protection, intellectual property, export control, sanctions and online safety laws;
2. submit Inputs that infringe the rights of any third party (including intellectual property, privacy, publicity or moral rights), or that depict identifiable individuals without all necessary rights and consents;
3. generate, transmit or distribute Outputs that are unlawful, defamatory, obscene, harassing, hateful, child sexual abuse material, terrorist content, or otherwise prohibited by the AUP;
4. attempt to reverse-engineer, decompile, disassemble or derive the source code, model weights, training data or underlying algorithms of the Service or any Sub-Provider's models, except to the extent permitted by Applicable Law that may not be excluded by contract;
5. use the Service to develop, train, fine-tune, evaluate or benchmark any artificial intelligence model that is competitive with the Service or with any underlying Sub-Provider model, or scrape Outputs for any such purpose;
6. circumvent or attempt to circumvent any usage limit, allowance, security feature, content filter, watermark or rate limit of the Service;
7. resell, sublicense, time-share or otherwise make the Service available to any third party other than Authorised Users, except as expressly permitted in these Terms; or
8. use the Service in any way that imposes an unreasonable or disproportionately large load on the Service or any Sub-Provider.

5.3 EU AI Act provenance disclosure. Where the Customer makes Outputs that are AI-generated or manipulated visual or audio content publicly available, the Customer is responsible for complying with any disclosure or labelling obligations applicable to it under Article 50 of Regulation (EU) 2024/1689 (the EU AI Act) and analogous laws.

5.4 Online Safety Act. The Customer is responsible for ensuring that its use of Outputs and any onward distribution of them complies with the Online Safety Act 2023 and equivalent laws of the jurisdictions in which the Outputs are made available.

6. Customer Content, Inputs and Outputs

6.1 Ownership of Customer Content. As between GATA and the Customer, the Customer (or its licensors) retains all right, title and interest in and to its Inputs. Nothing in these Terms transfers ownership of the Inputs to GATA.

6.2 Licence to GATA. The Customer grants GATA a non-exclusive, worldwide, royalty-free, sublicensable (to Sub-Providers and to GATA's hosting and infrastructure providers) licence to host, store, process, transmit, reproduce, display and create derivative works of the Customer Content (including Inputs) solely for the purposes of (i) operating, maintaining, securing and providing the Service to the Customer, (ii) generating Outputs in response to the Customer's Inputs, (iii) preventing or addressing security, technical or fraud issues, and (iv) complying with Applicable Law and lawful requests of governmental authorities. The licence is co-extensive with the period during which the relevant Customer Content is held by GATA.

6.3 Outputs. Subject to the Customer's compliance with these Terms and the AUP, payment of all applicable Charges, and the rights of any Sub-Provider in respect of underlying models and content, GATA assigns to the Customer all rights GATA has, if any, in the Outputs generated for the Customer. The Customer acknowledges that:

1. under the laws of certain jurisdictions, AI-generated content may not be capable of attracting copyright protection, and GATA makes no warranty or representation as to the copyright status of any Output;
2. Outputs may incorporate, reflect or be similar to content generated for other users (including from materially identical prompts), and GATA does not warrant the uniqueness of any Output;
3. the use of Outputs by the Customer is at the Customer's risk, and the Customer is responsible for evaluating the suitability and legality of any Output for its intended use; and
4. Sub-Providers may impose terms on the use of Outputs (including content rules and use restrictions); the Customer's use of Outputs is subject to those terms.

6.4 No training of GATA models on Customer Content. GATA shall not use Customer Content to train, fine-tune or improve the underlying machine-learning models offered as part of the Service, except (i) where the Customer has expressly consented in writing in a separate agreement, or (ii) where such use is anonymised and aggregated such that no Customer or any individual is identifiable.

6.5 Sub-Provider processing. The Customer acknowledges and agrees that, in order to provide the Service, GATA must (i) transmit Inputs to, and process them through, generative-AI Sub-Providers (including Amazon Bedrock and fal.ai), (ii) store Customer Content and Outputs in Amazon S3, (iii) send transactional emails (including email-verification codes and service notices) via Amazon Simple Email Service, and (iv) process payment data through Stripe. The Customer authorises that transmission, storage and processing.

6.6 Customer-side rights. The Customer represents and warrants that it has all rights, licences, consents and permissions necessary to provide the Inputs to GATA for processing in accordance with these Terms, and that the processing of the Inputs by GATA and the Sub-Providers as contemplated by these Terms will not infringe the rights of any third party or violate Applicable Law.

6.7 Feedback. If the Customer or any Authorised User submits suggestions, comments or other feedback regarding the Service ("Feedback"), GATA may use that Feedback for any purpose without obligation to the Customer. The Customer grants GATA a perpetual, irrevocable, royalty-free, worldwide licence to use and exploit the Feedback.

7. Service Availability and Sub-Providers

7.1 No SLA on self-serve tiers. Except as expressly provided in an Order Form for Enterprise Customers, the Service is provided on an "as available" basis with no committed service-level uptime, response time or availability guarantee. GATA will use commercially reasonable efforts to make the Service available, but does not warrant uninterrupted or error-free operation.

7.2 Enterprise SLA. Service-level commitments (including uptime, support response times and remedies) are available only to Enterprise Customers and only as expressly set out in their Order Form.

7.3 Sub-Provider dependency. The Service depends on Sub-Providers for compute, storage, generative model access and payment processing. The Customer acknowledges that:

1. availability, performance and content rules of Sub-Providers are outside GATA's control;
2. GATA's obligations under these Terms are conditional on the continuing availability and performance of Sub-Providers;
3. Sub-Providers may modify, suspend or discontinue their services, change their content policies, or impose new terms, and any such change may affect the Service; and
4. GATA shall not be liable for any failure, error or limitation of the Service to the extent caused by a Sub-Provider, save where caused by GATA's wilful misconduct or gross negligence in selecting or managing the Sub-Provider.

7.4 Maintenance and changes. GATA may from time to time perform scheduled or emergency maintenance, and may add, remove, modify or replace features of the Service. GATA will use reasonable endeavours to give advance notice of material changes that adversely affect the Customer's use of the Service.

8. Right to Refuse Generation; Modifications to the Service

8.1 Right to refuse generation. GATA reserves the right, in its sole discretion and at any time, to refuse to process any specific Input or to refuse to deliver any specific Output, including where GATA believes (acting reasonably) that the Input or Output:

1. violates the AUP, these Terms or Applicable Law;
2. is unlawful, infringing, harmful or otherwise inappropriate;
3. would breach the content rules of any Sub-Provider; or
4. poses a risk to the Service, GATA, Sub-Providers, or any third party.

The exercise of this right does not entitle the Customer to any refund or credit beyond the pre-acceptance refund described in clause 4.5.

8.2 Moderation pipeline. GATA operates an automated moderation pipeline that screens Inputs and Outputs across surfaces such as logline, parsing, cast image, location image, character reel, shot frame and shot video. The moderation pipeline is provided on a best-efforts basis. The Customer remains solely responsible for the lawfulness and propriety of its Inputs and Outputs. Passage through the moderation pipeline is not a representation that an Input or Output is lawful, accurate or fit for any purpose.

8.3 Modifications to the Service. GATA may modify, update, or discontinue all or part of the Service from time to time. Where a modification materially and adversely affects the Customer's use of the Service for a sustained period, the Customer's exclusive remedy is to terminate the affected Subscription in accordance with clause 14.3 and receive a pro-rata refund of pre-paid Subscription Fees attributable to the unexpired Subscription Term.

9. Confidentiality

9.1 Obligation. Each party (the "Receiving Party") shall: (a) hold the other party's (the "Disclosing Party") Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party other than to its personnel, professional advisers and Sub-Providers (in GATA's case) who need to know it for purposes of performing under these Terms and who are bound by confidentiality obligations no less protective than those set out here; and (c) not use Confidential Information for any purpose other than to perform its obligations or exercise its rights under these Terms.

9.2 Exceptions. The obligations in clause 9.1 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party without obligation of confidentiality before disclosure; (c) is rightfully obtained from a third party without obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Confidential Information.

9.3 Compelled disclosure. A Receiving Party may disclose Confidential Information to the extent required by law, court order or regulatory authority, provided that, where lawful, it gives the Disclosing Party prompt prior written notice and a reasonable opportunity to seek a protective order.

9.4 Survival. This Section 9 survives termination of these Terms for a period of five (5) years (and indefinitely in respect of any Confidential Information that constitutes a trade secret).

10. Data Protection

10.1 Roles. Where, in providing the Service, GATA processes personal data on behalf of the Customer, the Customer is the controller and GATA is the processor for the purposes of the UK GDPR and the EU GDPR. Where GATA processes personal data for its own purposes (such as Account administration, billing, security and product improvement consistent with clause 6.4), GATA acts as a controller in respect of that processing.

10.2 DPA. The DPA governs GATA's processing of personal data as a processor on behalf of the Customer. The DPA forms part of these Terms by reference and is available on request to support@gata.ai or at https://gata.ai/dpa. Where there is any conflict between these Terms and the DPA in relation to the processing of personal data, the DPA prevails.

10.3 International transfers. GATA may transfer personal data to Sub-Providers and Affiliates located outside the United Kingdom or the European Economic Area. Such transfers will be subject to appropriate safeguards as required by Data Protection Laws, including (as applicable) the UK International Data Transfer Agreement, the UK Addendum, the EU Standard Contractual Clauses, or transfers under an adequacy regulation or decision.

10.4 Customer obligations. The Customer shall comply with its own obligations under Data Protection Laws, including in providing required information to data subjects, ensuring a lawful basis for the processing carried out by GATA on its behalf, and configuring the Service to only process the personal data that is necessary for its purposes.

10.5 Privacy notice. GATA's processing of personal data in its capacity as controller (for example, in respect of Account administrators and billing contacts) is described in the GATA Privacy Notice published at https://gata.ai/privacy.

11. Warranties and Disclaimers

11.1 Mutual warranties. Each party warrants to the other that it has full power and authority to enter into and perform these Terms.

11.2 GATA limited warranty. GATA warrants that it will provide the Service with reasonable care and skill in accordance with general industry standards for similar software-as-a-service offerings. The Customer's exclusive remedy for breach of this warranty is for GATA to use commercially reasonable efforts to re-perform the affected Service, or, if GATA is unable to do so within a reasonable period, to terminate the affected Subscription in accordance with clause 14.3.

11.3 Disclaimer. Except as expressly stated in clause 11.2 and to the maximum extent permitted by Applicable Law, the Service, all Outputs and all Sub-Provider services are provided on an "as is" and "as available" basis. GATA expressly disclaims all warranties, conditions and representations, whether express, implied or statutory, including any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, availability or that the Service or Outputs will meet the Customer's requirements.

11.4 No warranty as to Outputs. Without limiting clause 11.3, GATA makes no warranty that:

1. any Output is accurate, lawful, free from defects, fit for any commercial use, or non-infringing;
2. any Output will be unique or distinct from outputs generated for other users;
3. the Service will identify or block all unlawful, infringing or unsafe Inputs or Outputs;
4. Outputs will attract copyright protection in any jurisdiction; or
5. the Service or any Output will comply with any specific regulatory regime applicable to the Customer's industry or use case.

The Customer is responsible for evaluating Outputs before using them, including for "AI hallucination", factual inaccuracy, deepfake/likeness risk, IP risk, defamation risk and regulatory risk. The Customer must not rely on Outputs for any purpose where errors could cause loss, harm or regulatory non-compliance, without independent human review.

11.5 Allocation of risk. The Customer acknowledges that the disclaimers and limitations in these Terms reflect a fair allocation of risk between the parties having regard to (i) the Charges payable, (ii) the inherent variability and probabilistic nature of generative AI, (iii) GATA's reliance on Sub-Providers, and (iv) the Customer's responsibility for the use it makes of Outputs.

12. Limitation of Liability

12.1 Non-excludable liability. Nothing in these Terms excludes or limits a party's liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. any liability that cannot lawfully be excluded or limited;
4. the Customer's payment obligations under these Terms; or
5. the Customer's indemnity obligations under clauses 2.5 and 13.1.

12.2 Excluded losses. Subject to clause 12.1, neither party shall be liable to the other (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for any:

1. loss of profit;
2. loss of revenue;
3. loss of business or business opportunity;
4. loss of contracts;
5. loss of goodwill or reputation;
6. loss of anticipated savings;
7. loss, corruption or destruction of data (other than the Customer Content GATA holds in the ordinary operation of the Service, the loss of which falls within the cap in clause 12.3);
8. wasted management or staff time; or
9. any indirect, special or consequential loss.

The exclusions in this clause 12.2 apply whether or not the relevant loss was foreseeable, foreseen or known.

12.3 Aggregate cap. Subject to clause 12.1 and clause 12.2, the total aggregate liability of GATA arising under or in connection with these Terms (whether in contract, tort, breach of statutory duty, restitution or otherwise) shall not exceed the greater of (i) the Charges paid by the Customer to GATA in the 12-month period immediately preceding the first event giving rise to the claim and (ii) £5,000 (or, for Enterprise Customers, £25,000 or such higher amount as is set out in the relevant Order Form).

12.4 Reasonableness. The parties acknowledge that the limitations and exclusions in this Section 12 are reasonable having regard to the Charges and the matters set out in clause 11.5 and Recital (B).

12.5 Consumer carve-out. If, by application of clause 2.6, a Customer is determined to be a consumer, this Section 12 shall not exclude or limit any liability that cannot lawfully be excluded or limited as against a consumer under Applicable Law, but in all other respects this Section 12 shall apply to the maximum extent permitted by Applicable Law.

13. Indemnities

13.1 Customer indemnity. The Customer shall indemnify, keep indemnified and hold harmless GATA, its Affiliates, and their respective officers, employees, contractors and agents on demand against all losses, liabilities, damages, costs and expenses (including legal fees on a full indemnity basis) suffered or incurred by any of them arising out of or in connection with:

1. the Customer Content, including any Input infringing or alleged to infringe the intellectual property, privacy, publicity, moral or other rights of any third party, or being unlawful;
2. the Customer's, any Authorised User's or any third-party recipient's use, distribution, publication or commercial exploitation of any Output;
3. any breach by the Customer or its Authorised Users of these Terms, the AUP or Applicable Law;
4. any breach of the representations, warranties or obligations in Section 2 (including misrepresentation of business status); and
5. any claim that the Customer or its Authorised User has used the Service to violate the rights of, or to cause harm to, any individual, including under Data Protection Laws, defamation laws or the Online Safety Act 2023.

The indemnities in this clause 13.1 are uncapped and survive termination of these Terms.

13.2 GATA limited IPR indemnity. Subject to the limitations in clause 12.3 and the carve-outs in clause 13.3, GATA shall defend the Customer against any third-party claim that the Customer's authorised use of the Service (excluding any Output, any Customer Content, and any combination of the Service with any third-party item) directly infringes a UK-registered patent, trade mark or registered design, or constitutes a misappropriation of an English-law trade secret, and shall indemnify the Customer for damages finally awarded by a court of competent jurisdiction (or amounts payable in settlement approved by GATA) in respect of such claim.

13.3 Carve-outs. GATA's obligations under clause 13.2 do not apply to any claim arising out of or in connection with: (a) any Output; (b) any Customer Content; (c) any modification of the Service by anyone other than GATA; (d) any combination of the Service with any third-party software, hardware, content or service not provided by GATA; (e) the Customer's continued use of the Service after notice to stop or after a non-infringing alternative has been made available; (f) any breach by the Customer of these Terms or the AUP; or (g) any free, beta, evaluation or trial version of the Service.

13.4 GATA's options. If a claim covered by clause 13.2 is asserted or, in GATA's reasonable opinion, is likely to be asserted, GATA may at its option and at its own expense: (i) procure for the Customer the right to continue using the affected portion of the Service; (ii) modify or replace the affected portion of the Service so that it is no longer infringing while remaining substantially equivalent in function; or (iii) terminate the affected Subscription on written notice and refund any pre-paid Charges attributable to the unexpired Subscription Term. The remedies in clauses 13.2 and 13.4 are the Customer's sole and exclusive remedies, and GATA's entire liability, in respect of any infringement claim relating to the Service.

13.5 Indemnity procedure. As a condition of any indemnity under this Section 13, the indemnified party shall: (a) promptly notify the indemnifying party in writing of the relevant claim; (b) give the indemnifying party sole conduct of the defence and settlement of the claim (provided that the indemnifying party shall not settle in a way that admits liability of the indemnified party or imposes a non-monetary obligation on the indemnified party without its prior written consent, not to be unreasonably withheld); and (c) provide reasonable assistance in the defence and settlement of the claim at the indemnifying party's cost.

14. Suspension and Termination

14.1 Suspension by GATA. GATA may suspend the Customer's access to the Service (in whole or in part), without liability to the Customer, where:

1. the Customer fails to pay any Charge when due and the failure continues for more than 7 days after the original due date;
2. GATA reasonably suspects that the Customer or any Authorised User is in breach of the AUP or Section 5;
3. GATA reasonably believes that continued provision of the Service would expose GATA, any Sub-Provider, the Customer or any third party to legal, regulatory, security or reputational risk;
4. a Sub-Provider requires suspension; or
5. suspension is required by Applicable Law or regulatory authority.

GATA shall, where lawful and practicable, give the Customer prior notice of suspension and an opportunity to remediate. Suspension does not relieve the Customer of its obligation to pay Charges accruing during the suspension.

14.2 Termination by the Customer for convenience. The Customer may cancel its Subscription at any time, with effect at the end of the then-current Subscription Term. Cancellation must be made through the Account self-service interface or by written notice to support@gata.ai. No refund of any Subscription Fee paid for the then-current Subscription Term will be issued. Access continues until the end of that Subscription Term, after which the Subscription terminates and the Account is downgraded or closed.

14.3 Termination by the Customer for GATA's material breach. The Customer may terminate the Subscription on written notice with immediate effect if:

1. GATA commits a material breach of these Terms which is irremediable or, if remediable, which it fails to remedy within 30 days of written notice from the Customer specifying the breach and requesting remedy; or
2. GATA becomes insolvent, makes a composition with its creditors, has a receiver, administrator or liquidator appointed over any of its assets, or ceases to carry on business.

In such case, the Customer is entitled to a pro-rata refund of the Subscription Fee paid for the unexpired portion of the then-current Subscription Term, calculated on a daily basis from the effective date of termination. Credits already consumed are not refundable. In respect of any Top-Up Batch from which no Credit has been consumed and which is still within the 14-day discretionary refund window in clause 4.4, GATA shall refund the unused balance on a pro-rata basis. All other Credits in the Credit Wallet (including Top-Up Batches outside that 14-day window) are forfeited on termination in accordance with clause 4.4(b).

14.4 Termination by GATA for cause. GATA may terminate these Terms (and any or all Subscriptions) on written notice with immediate effect if:

1. the Customer commits a material breach of these Terms or the AUP which is irremediable or, if remediable, which it fails to remedy within 30 days of written notice from GATA;
2. the Customer breaches Section 2 (eligibility, business representation, authority) or Section 5 (acceptable use) at any time;
3. the Customer fails to pay any Charge that has been due for more than 30 days after the original due date (a "Non-Payment Termination");
4. GATA reasonably suspects fraud, misuse, illegal activity, or a serious risk to the Service, Sub-Providers, GATA or third parties;
5. the Customer becomes insolvent, makes a composition with its creditors, has a receiver, administrator or liquidator appointed over any of its assets, ceases or threatens to cease to carry on business; or
6. continued provision of the Service is, in GATA's reasonable opinion, prohibited or made impracticable by Applicable Law, regulatory authority or order.

On any termination by GATA under this clause 14.4: (i) no refund of any Subscription Fee will be issued; (ii) any unused Credits (including the included monthly allowance and any Top-Up Batch balance) are forfeited; and (iii) all Charges accrued and outstanding become immediately due and payable.

14.5 Non-payment grace period. In the case of a payment failure, GATA will allow a 7-day grace period from the date of the failed charge during which the Customer may cure the failure. If the failure is not cured within that 7-day period, GATA may suspend the Account under clause 14.1(a). If the failure is not cured within 30 days from the original due date, GATA may terminate the Subscription under clause 14.4(c).

15. Effect of Termination

15.1 Cessation of access. On termination of these Terms or a Subscription for any reason: (a) the Customer's right to access and use the Service (or, in the case of partial termination, the affected portion of it) ceases immediately; (b) the Customer shall promptly pay all Charges then accrued and outstanding; and (c) each party shall return or destroy the other party's Confidential Information in its possession, save where retention is required by Applicable Law.

15.2 Customer Content export window. For a period of 30 days following termination (the "Export Window"), GATA will, on written request by the Customer, make commercially reasonable efforts to make the Customer Content available for export. After the Export Window, GATA may delete Customer Content from active systems and from backups in accordance with its retention policies. GATA is under no obligation to retain Customer Content after the Export Window. Where access to the Service has been terminated under clause 14.4 for breach of Section 2 or Section 5, GATA may shorten or eliminate the Export Window where it considers, acting reasonably, that providing it would risk perpetuation of unlawful conduct.

15.3 Survival. The following provisions survive termination of these Terms: Sections 1 (Definitions), 2.5 (Indemnity for misrepresentation), 4.4(b) and 4.4(d) (forfeiture of Credits on termination; no cash value, no transfer), 4.5 (no post-acceptance refund), 6.1 (Customer ownership of Inputs), 6.4 (no training), 6.7 (Feedback), 9 (Confidentiality), 10 (Data Protection, to the extent of any continuing processing), 11.3 to 11.5 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnities), 15 (Effect of Termination), 17 (Notices), 18 (General) and 19 (Governing Law and Jurisdiction), and any other provision which by its nature is intended to survive.

16. Changes to these Terms

16.1 Right to amend. GATA may amend these Terms from time to time. The "Last updated" date at the top of these Terms will be revised when changes are made.

16.2 Notice and effective date. Where an amendment is material and adversely affects the Customer's rights or obligations, GATA will give the Customer at least 30 days' prior notice (which may be by email to the Account administrator or by in-product notification) before the amendment takes effect. Non-material amendments (including changes that do not adversely affect the Customer, drafting clarifications, and changes required by Applicable Law) take effect on the date stated.

16.3 Continued use. The Customer's continued use of the Service after the effective date of an amendment constitutes acceptance of the amended Terms. If the Customer does not wish to accept a material amendment, the Customer may cancel the Subscription in accordance with clause 14.2 before the amendment takes effect; for the avoidance of doubt, this does not entitle the Customer to a refund of any Subscription Fee paid for the then-current Subscription Term.

16.4 Order Forms. Where an Enterprise Customer has executed an Order Form that expressly fixes specified provisions of these Terms for the Subscription Term of that Order Form, GATA will not amend those specified provisions during that Subscription Term except with the Customer's written consent.

17. Notices

17.1 Notices to GATA. Notices to GATA under these Terms must be sent in writing to:

Exchester Ltd (trading as GATA AI)
2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE, United Kingdom
Email: support@gata.ai

17.2 Notices to the Customer. Notices to the Customer may be given by email to the email address registered for the Account administrator or to such other address as the Customer notifies in writing.

17.3 Deemed receipt. A notice is deemed to have been received: (a) if delivered by hand, at the time of delivery; (b) if sent by pre-paid first-class post or recorded delivery, two Business Days after posting; or (c) if sent by email, at the time of transmission, provided no bounce-back or non-delivery message is received.

17.4 Operational communications. Routine operational communications (including service announcements, maintenance notices and billing communications) may be delivered through the Service or to the email address registered for the Account.

18. General

18.1 Assignment. The Customer may not assign, transfer, charge, sub-contract or otherwise dispose of any of its rights or obligations under these Terms without GATA's prior written consent (not to be unreasonably withheld). GATA may assign or transfer its rights and obligations under these Terms to any Affiliate or to any successor in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets.

18.2 Sub-contracting. GATA may sub-contract the performance of any of its obligations under these Terms (including to Sub-Providers), provided that GATA remains liable to the Customer for the performance of any sub-contracted obligations.

18.3 Force majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, failure of public utility or telecommunications infrastructure, internet outage or Sub-Provider failure. The affected party shall promptly notify the other and use reasonable endeavours to mitigate the effect. If a force majeure event continues for more than 90 days, either party may terminate the affected Subscription on written notice.

18.4 No partnership or agency. Nothing in these Terms is intended to or shall create any partnership, joint venture, agency or fiduciary relationship between the parties.

18.5 Severability. If any provision (or part-provision) of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part-provision) shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the remainder of these Terms.

18.6 No waiver. A failure or delay by either party to exercise any right or remedy under these Terms shall not constitute a waiver of that or any other right or remedy. A single or partial exercise of a right or remedy does not preclude its further exercise.

18.7 Entire agreement. These Terms (together with the AUP, the DPA, the Privacy Notice and any Order Form executed between the parties) constitute the entire agreement between the parties in relation to its subject matter and supersede all prior agreements, representations, understandings and arrangements (whether oral or written). Each party acknowledges that, in entering into these Terms, it has not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) other than those expressly set out in these Terms. Nothing in this clause limits a party's liability for fraud or fraudulent misrepresentation.

18.8 Conflict. If there is any conflict or inconsistency between these Terms and any other document forming part of the agreement, the order of precedence is: (i) the executed Order Form; (ii) the DPA (in respect of the processing of personal data only); (iii) these Terms; (iv) the AUP; and (v) the Privacy Notice.

18.9 Third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, save that GATA's Affiliates and the indemnified persons identified in Section 13 may enforce the indemnities and limitations of liability that benefit them.

18.10 Counterparts and electronic acceptance. These Terms may be accepted electronically (including by clicking "I agree" or equivalent) and, where executed as a written agreement, in counterparts. Each counterpart is an original and all counterparts together constitute the same instrument.

18.11 Compliance with laws. Each party shall comply with all Applicable Laws in connection with its performance of these Terms, including anti-bribery, anti-corruption, modern slavery, sanctions and export control laws.

18.12 Publicity. GATA may identify the Customer as a customer of GATA on its website and in marketing materials, using the Customer's name and logo. The Customer may opt out at any time by written notice to support@gata.ai.

18.13 Independent advice. Each party acknowledges that it has had the opportunity to take independent legal advice in relation to these Terms.

19. Governing Law and Jurisdiction

19.1 Governing law. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, are governed by and construed in accordance with the laws of England and Wales, excluding its conflict-of-laws rules.

19.2 Exclusive jurisdiction. Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

19.3 Mandatory consumer carve-out (residual). Where, by application of clause 2.6, a Customer is determined to be a consumer habitually resident in another part of the United Kingdom or in a member state of the European Economic Area, nothing in clauses 19.1 or 19.2 deprives that Customer of the protection of mandatory provisions of the law of its habitual residence, and that Customer may bring proceedings in the courts of its habitual residence to the extent required by mandatory consumer-protection law.

Company Information

Last updated: 11 May 2026