isLUCID PLATFORM TERMS AND CONDITIONS

Version 261013/0001

Last updated: October 13, 2026

The legal entity, other business organisation or natural person acting for purposes relating to its trade, business, craft or profession, on whose behalf an account on the Platform is registered and these Terms and Conditions are accepted, as identified by the particulars provided during registration (hereinafter – the Customer),

and

UAB „Lucid Agreements“, a private limited liability company registered in the Register of Legal Entities of the Republic of Lithuania, legal entity code 305506129, registered office at Tolimoji g. 1, Kyviškių k., Vilniaus r., Lithuania (hereinafter – the Service Provider),

hereinafter jointly referred to as the Parties and each individually as a Party,

WHEREAS:

the Customer wishes to use the software-as-a-service (SaaS) platform “isLucid AI Voice Agent Platform” operated by the Service Provider and to order, under specific orders, configuration, integration, testing, consulting, support and other services related to the Platform;

the Service Provider operates and develops the Platform, holds the necessary intellectual property and other rights to provide, configure and integrate it, and may lawfully engage third-party software, cloud, artificial intelligence, voice, telephony and other technological components;

the Parties wish to establish a general legal framework under which specific use cases of the Platform, languages, functionalities, limits, integrations, pricing, terms and other commercial or technical conditions are set out in Orders placed through the Platform.

These Terms and Conditions (hereinafter – the Terms or the Agreement) govern the Customer’s access to and use of the Platform and the Services. The Customer accepts the Terms and concludes the Agreement by ticking the acceptance box and completing the registration of an Account, by submitting an online order or by otherwise using the Platform. The individual accepting the Terms confirms that he or she is authorised to bind the Customer. If the individual does not have such authority or does not agree with the Terms, he or she must not register an Account or use the Platform.

The Platform and the Services are intended exclusively for business customers, including natural persons (such as sole traders and self-employed persons), acting for purposes relating to their trade, business, craft or profession, and may not be used by consumers. By accepting the Terms, the Customer confirms that it is not acting as a consumer.

1. DEFINITIONS AND SUBJECT MATTER OF THE AGREEMENT

1.1. “Platform” means the software-as-a-service (SaaS) platform “isLucid AI Voice Agent Platform” operated by the Service Provider, intended for configuring, executing and monitoring AI voice agents, conversation and action flows (workflows), integrations, voice interactions, transcriptions, analytics and related functionalities.

1.2. “Order” means the Pricing Plan selected by the Customer, and any additional usage, integrations, extras or other Services ordered by the Customer through the Platform, as confirmed by the Customer on the Platform, including the description, usage limits, prices and other conditions displayed at the time of confirmation.

1.3. “Special Terms” means terms agreed between the Customer and the Service Provider in accordance with Section 15 which deviate from these Terms.

1.4. “Workflow” means the logic of a conversation, decisions, conditions, intents, calls to external tools or APIs and other actions configured on the Platform.

1.5. “Services” means the provision of access to the Platform and all configuration, integration, testing, consulting, support or other related services provided by the Service Provider under the Agreement and the relevant Order.

1.6. “Circumstances within the Customer’s Control” means all circumstances outside the Service Provider’s reasonable control that relate to the acts or omissions of the Customer, its employees, representatives or engaged third parties, to data, instructions, content, systems, network, telephony, SIP / API / MCP interfaces, access credentials, configurations, security solutions, test environment provided or controlled by the Customer, or to other components controlled by the Customer or third parties engaged by it.

1.7. The Service Provider grants the Customer a limited right to use the Platform during the term of the Agreement and the relevant Order and provides the Services only to the extent expressly ordered in the Order. The Customer undertakes to accept duly provided Services, to use the Platform properly and to pay for the ordered Services on time.

1.8. “Account” means the Customer’s account on the Platform created during registration, through which the Customer accesses the Platform, manages its subscription and payment details and receives notices.

1.9. “Pricing Plan” means the functionality and scope of available features of the Services, the usage limits and the price, as displayed at the time of the Order on the Service Provider’s website, in the self-service area or a modal window of the Platform, as an opt-in option, or as set out in Special Terms. The Customer may select and change its Pricing Plan through the Platform; each such change constitutes a new Order and does not require re-acceptance of these Terms.

1.10. “Customer Data” means all data, content, recordings, transcriptions, workflows and other materials uploaded, generated or stored on the Platform by or on behalf of the Customer, excluding the anonymised and aggregated data referred to in Clause 2.7.

1.11. “User” means a natural person authorised by the Customer to access and use the Platform through the Account on behalf of the Customer.

2. PLATFORM FUNCTIONALITIES AND LIMITS OF USE

2.1. The Platform enables the configuration, execution and monitoring of AI voice agents and related workflows and may include telephony, API / MCP integrations, speech processing, transcription, analytics, monitoring, user management and other functionalities.

2.2. The Customer is entitled to use only those functionalities that are expressly included in the applicable Order.

2.3. Changes or additions to the ordered scope are governed by Section 3.

2.4. The Customer acknowledges that functionalities based on artificial intelligence models may generate outputs that are not deterministic and may vary or be unpredictable, and may not in every case correctly recognize or generate words, intents, responses, recommendations or other outputs. Unless expressly agreed in the applicable Order, including the relevant measurement methodology, assumptions and consequences, the Service Provider does not guarantee any specific accuracy, recognition rate, latency, success rate, contact rate, conversion rate, response rate or other technical or business outcome.

2.5. The Service Provider may configure the Platform and, where this is expressly within the ordered scope of Services, perform Customer-specific tuning of models, terminology, intents or other parameters. The use of the Customer’s personal data for the training or improvement of general AI models is permitted only in the manner set out in Clause 1.4 of Annex No. 5.

2.6. The Service Provider has the right to continuously update, change, improve and technically modify the Platform, its user interface, technical architecture, models, integration components and lawfully engaged technology vendors, provided that such changes do not materially reduce the core functionalities expressly ordered in the applicable Order. If a planned change may materially and adversely affect the Customer’s use of a specific ordered functionality, the Service Provider shall, to the extent reasonably possible, inform the Customer of such change in advance. This provision does not limit the Service Provider’s right to immediately implement security, regulatory compliance or critical technical changes.

2.7. The Service Provider has the right to collect and use anonymised, aggregated technical and usage data (e.g. statistics on the Platform’s operation, performance, errors and usage volumes) from which the Customer, its clients or natural persons cannot be directly or indirectly identified, for the purposes of monitoring the Platform’s operation, ensuring security and improving the Platform. Such data does not constitute the Customer’s confidential information and does not constitute personal data within the meaning of Annex No. 5.

3. ORDERS AND CHANGE MANAGEMENT

3.1. Each Order concluded in accordance with Clause 1.2 forms part of this Agreement and constitutes an independently sufficient basis for the relevant order. Additional usage, integrations, extras and other Services may be ordered at any time through the Platform; each such Order forms part of the Agreement without requiring an amendment to it.

3.2. The Customer has the right to submit additional instructions or requests regarding the Services. Tasks and operational changes may be administered through the Account, the support channels indicated on the Platform, by e-mail or in another manner agreed by the Parties. Such instructions are binding on the Service Provider only to the extent that they do not change the ordered scope of Services, functionality, timelines, usage limits, integrations, technical architecture, pricing or allocation of liability and can objectively be implemented within the existing configuration. Requests that go beyond the ordered scope may be fulfilled only through an additional Order placed through the Platform or as Special Terms agreed in accordance with Section 15. Instructions regarding the processing of personal data are governed by Annex No. 5.

3.3. Order of precedence. In the event of any conflict between the documents forming part of this Agreement, the following order of precedence applies:

(i) Annex No. 5 (DPA) – solely in relation to personal data processing matters;

(ii) the applicable Order, in relation to commercial, technical and order-specific conditions expressly set out therein;

(iii) the main Agreement; and

(iv) the other Annexes.

An Order may not amend these Terms. Any deviation from these Terms is possible only under Special Terms, which prevail over the documents listed above in accordance with Section 15.

3.4. The SLA terms of Annex No. 4 apply only to an Order for a Pricing Plan which, as displayed at the time of the Order, includes the SLA. If the Order states that the SLA does not apply, Annex No. 4 does not apply to that order.

4. PLATFORM ACCESS

4.1. Platform access is deemed provided upon Platform Activation, i.e. when the Service Provider makes the Platform available to the Customer’s Account (unless the Order defines Platform Activation differently), from which moment the Platform fee accrues.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. The Service Provider undertakes:

• to provide the Services properly, on time, diligently and professionally, in accordance with the Agreement, the applicable Order and applicable laws;
• to provide the Customer with the agreed Platform access and user seats;
• to implement the expressly ordered integrations, configurations and other work;
• to ensure the protection of the Customer’s confidential information and to process personal data in accordance with Annex No. 5;
• to provide the technical functionalities required from the Service Provider in relation to transparency concerning interaction with an artificial intelligence system and synthetic audio content, where applicable under Regulation (EU) 2024/1689 (the AI Act), and to comply with the obligations under the AI Act applicable to the Service Provider in its capacity relevant to the Services;
• to promptly inform the Customer if additional information or instructions are required for the proper provision of the Services, or if the Service Provider has reasonable doubts regarding the requirements submitted by the Customer;
• to inform the Customer of circumstances known to the Service Provider which materially impede or may impede the provision of the Services in the agreed scope;
• to provide, using its own resources and at its own expense, the usual working equipment and tools required to provide the Services, except for the Customer’s or third parties’ systems, access credentials and infrastructure which the Customer is responsible for providing under the Agreement;
• to follow the Customer’s lawful instructions to the extent they fall within the agreed scope of Services and do not conflict with Section 3 of the Agreement.

5.2. Upon the Customer’s reasonable request, the Service Provider provides a written report on the progress of the provision of Services, the Services provided, identified issues and the ways of resolving them, to the extent such report is reasonably related to the order being performed.

5.3. The Customer undertakes:

• to cooperate with the Service Provider and to provide in a timely manner all necessary data, documents, API / SIP / MCP information, access credentials, a test environment, content, approvals and other information;
• to provide accurate, complete and up-to-date registration and billing information, to keep the Account access credentials confidential, to ensure that its Users comply with these Terms, to be responsible for all activities carried out through the Account (including by its Users) and to promptly notify the Service Provider of any unauthorised use of the Account;
• to ensure the accuracy, completeness, lawfulness and suitability of all data, content, workflows, prompts, instructions, API action rules, business rules, configurations and other materials provided, configured or approved by or on behalf of the Customer, including the existence of any lawful basis required for contacting individuals or processing their data, except to the extent a non-conformity results directly from defective work performed by the Service Provider;
• to appoint an authorised representative with sufficient authority to make decisions related to the performance of the Services;
• to oblige the third parties engaged by it to cooperate to the extent necessary for the provision of the Services;
• to promptly inform the Service Provider of any identified defects of the Platform or the Services and to provide reasonable information required for their analysis;
• not to exceed the limits on users, minutes, calls, concurrent calls or other usage limits set out in the Order;
• not to attempt to copy, decompile, reverse engineer or circumvent the security or usage restrictions of the Platform, except to the extent such rights cannot be restricted under mandatory law;
• to use the Platform for lawful purposes and not to infringe the rights of third parties;
• to ensure that the Customer’s use cases comply with Regulation (EU) 2024/1689 (the AI Act): the Customer, as the deployer of the AI system, enables and maintains in its workflows the notification to the person on the call that they are interacting with an AI system, ensures the lawfulness of call recording and of informing the person on the call about the recording, does not use the Platform for practices prohibited by Article 5 of the AI Act and does not create high-risk use cases within the meaning of Annex III of the AI Act without a separate written agreement of the Parties;
• not to use the Platform for unsolicited mass or automated calls (spam / robocalls), impersonation of another person, voice cloning without the consent of the person concerned, calls to persons who have lawfully opted out of being contacted, or any other unlawful or misleading activity;
• to accept duly provided Services in a timely and proper manner and to pay for them.

6. PRICING AND PAYMENTS

6.1. The applicable fees, currency, invoicing and payment terms, usage limits and other commercial conditions are specified in the relevant Order. Fees for additional usage, integrations and other extras ordered through the Platform are invoiced upon confirmation of the relevant Order, unless stated otherwise on the Platform.

6.2. Fees may include one-off setup or integration fees, Platform subscription fees, usage-based fees, professional services fees or other fees expressly agreed in the applicable Order. Unless the Order expressly states otherwise, all fees are exclusive of VAT.

6.3. Fees for any services agreed as Special Terms are set out in those Special Terms.

6.4. Unless the specific Order provides otherwise, subscription fees are payable in advance for each billing period and are charged automatically to the payment method provided by the Customer in the Account (including through the Service Provider’s third-party payment service provider); the Customer authorises such recurring charges until the subscription is cancelled. Usage-based and other fees are charged in arrears for the relevant billing period. Where payment by invoice is agreed, invoices are payable within 30 (thirty) calendar days from their receipt.

6.5. If the Customer fails to pay an undisputed and due amount on time, the Customer shall pay default interest of 0.02 per cent of the overdue amount for each day of delay. If payment is delayed for more than 10 calendar days after the Service Provider’s written reminder, the Service Provider has the right, upon giving the Customer 3 business days’ notice, to suspend the relevant Services until the debt is paid in full, provided that such suspension does not violate mandatory legal provisions. The payment of default interest does not deprive the Service Provider of its right to the compensation of recovery costs provided for in the Law of the Republic of Lithuania on the Prevention of Late Payment in Commercial Transactions.

6.6. Overage pricing for exceeding usage limits applies only where it is expressly set out in the relevant Order. If no overage pricing is set, the Customer is not entitled to use the Services in a manner that exceeds the agreed limits without first ordering additional usage through the Platform; the Service Provider may technically restrict or suspend the excess usage until such additional usage is ordered.

6.7. Usage limits (users, minutes, calls, concurrent calls, etc.) are measured on the basis of the records of the Service Provider’s Platform systems, which are deemed sufficient evidence of usage unless the Customer proves that they are erroneous. Upon the Customer’s reasonable request, the Service Provider provides a usage summary.

6.8. Where the Service Provider offers a free trial or a free plan, it is provided “as is” for evaluation purposes within the limits indicated on the Platform, without the SLA or any other availability or performance commitment, and the Service Provider may modify, suspend or end it at any time. Unless the Customer selects a paid plan before the end of the trial, the trial ends and access to the Platform may be restricted. To the extent permitted by mandatory law, the Service Provider has no liability in respect of a free trial or free plan.

7. INTELLECTUAL PROPERTY AND RIGHT OF USE

7.1. All rights in the Platform, its source code, algorithms, architecture, models, data structures, general integrations, connectors, tools, design, methods, know-how, updates and improvements, including general-purpose technical solutions created in the course of providing the Services, belong to and remain with the Service Provider or its respective licensors.

7.2. The Customer is granted a limited, non-exclusive, non-transferable and non-sublicensable right to use the Platform during the term of the Agreement and the relevant Order for the Customer’s internal business purposes in accordance with the applicable Order. This right does not confer on the Customer any ownership right in the Platform or its components.

7.3. The Customer retains all rights in the data, documents, trademarks, business rules and other content belonging to it that it provides. The Customer grants the Service Provider, for the term of the Agreement, a non-exclusive right to use such content to the extent objectively necessary for the provision of the Services.

7.4. If a third party claims that the Platform (excluding the Customer’s content, data, configurations or work performed under the Customer’s instructions) infringes its intellectual property rights, the Customer shall promptly notify the Service Provider in writing, grant it the right to assume the defence and negotiations and reasonably cooperate. The Service Provider shall, at its option and expense: (i) procure the right for the Customer to continue using the Platform; (ii) replace or modify the Platform so that it no longer infringes without material loss of functionality; or (iii) if neither is commercially reasonable, terminate the relevant Order and refund the fees prepaid for the unused period. The Service Provider shall reimburse the Customer for the damages awarded or in a settlement approved by the Service Provider in respect of such claim, subject to the limit in Clause 9.2 of the Agreement, unless the Order provides otherwise.

7.5. The Customer is responsible for ensuring that the data, documents, content, instructions and other materials provided by it do not infringe the intellectual property or other rights of third parties, and shall compensate the Service Provider for reasonable direct losses arising from such infringement to the extent caused by the Customer’s fault.

8. INFRASTRUCTURE, THIRD-PARTY SERVICES AND SERVICE AVAILABILITY

8.1. The Platform is hosted on the infrastructure operated by the Service Provider or a cloud infrastructure provider engaged by it. Customer-hosted, dedicated, private, on-premises or other non-standard deployments are not available under these Terms and may be agreed only as Special Terms.

8.2. Where the Services require the systems, telephony, network, SIP / API / MCP interfaces, data sources or other components of the Customer or of third parties engaged by it, the Customer ensures the required access, their operation and the cooperation of third parties, unless the relevant Order expressly provides otherwise.

8.3. The Service Provider is not responsible for any failure, interruption, delay or other non-conformity of the Platform or the Services to the extent caused by Circumstances within the Customer’s Control, telecommunications or internet providers, third-party systems or services outside the Service Provider’s reasonable control, force majeure or other circumstances beyond the Service Provider’s reasonable control.

8.4. Where the SLA applies, the scope of the Service availability, response, incident resolution, credits and other SLA commitments is determined by the terms of Annex No. 4 and of the specific Order. If the SLA is not activated, no specific availability, response or resolution times are guaranteed.

8.5. The Service Provider has the right, immediately or, where circumstances permit, after informing the Customer in advance, to suspend the Platform or the provision of the Services in whole or in part if the Service Provider reasonably determines that: (i) the Platform is used unlawfully or in breach of the Agreement; (ii) the use poses a real threat to the security, integrity or availability of the Platform or of the systems of the Service Provider, other clients or third parties; (iii) there is a reasonable risk of infringement of third-party rights; (iv) suspension is required by law, a competent authority or a mandatory requirement of a third-party infrastructure or technology provider; or (v) the Customer’s configuration, data, workflow or actions may cause damage to the Platform or to third parties. Suspension applies only to the extent and for the time reasonably necessary to eliminate the risk.

8.6. To the extent reasonably possible and provided this does not increase security or legal risk, the Service Provider informs the Customer of the reason for the suspension and provides a reasonable opportunity to remedy it. Once the reason for the suspension has been remedied, the Service Provider resumes the provision of the Services without undue delay. The Service Provider is not liable for losses arising from a lawful suspension to the extent the suspension was caused by the Customer’s acts, omissions or other circumstances beyond the Service Provider’s reasonable control.

8.7. The Service Provider implements reasonable organisational and technical measures to ensure the security of the Platform and performs regular backups of Customer Data stored in those parts of the Platform that are subject to its standard backup procedures. The Service Provider shall inform the Customer without undue delay of any security incident known to it that has materially affected Customer Data or the use of the Platform. Personal data breaches are governed by Annex No. 5.

9. LIABILITY

9.1. Each Party is liable for the direct losses of the other Party arising from its culpable acts or omissions in breach of the Agreement, to the extent such liability is not limited in this Agreement and to the extent mandatory legal provisions do not provide otherwise. The Service Provider’s civil liability arises only where the Service Provider is at fault.

9.2. Except for liability that cannot be limited under mandatory legal provisions, the Service Provider’s aggregate liability under the Agreement and the related Orders, for a single event or a series of related events, is limited to the amount actually paid by the Customer for the relevant Services during the 6 (six) months preceding the event giving rise to liability. If the relevant Order has been in force for less than 6 months, the limit equals the amount actually paid under it. The limit set out in this Clause does not apply to liability for damage caused intentionally or by gross negligence, damage to life or health, or to the Customer’s payment obligations under the Agreement. Liability for a breach of Annex No. 5 and for the loss or corruption of Customer Data caused by the Service Provider’s fault is subject to a limit equal to twice the amount set out in this Clause, unless the Order provides otherwise. For a free trial or free plan, Clause 6.8 applies.

9.3. Neither Party is liable to the other Party for indirect losses, loss of revenue or profit, business interruption, loss of use, costs of delay, loss of reputation or loss of opportunity, and the Service Provider is additionally not liable for failure to reach contacts, call conversions, response rates or other business results of the Customer, in each case even if the relevant Party was informed of the possibility of such losses in advance, except where mandatory legal provisions provide otherwise. This exclusion does not apply to the Customer’s liability for unlawful use of the Platform, infringement of intellectual property or breach of confidentiality, nor to the intent or gross negligence of either Party.

9.4. The Service Provider has no liability to the extent any loss, damage or non-conformity results from a circumstance described in Clause 8.3, from any matter for which the Customer is responsible under Clause 5.3, or from: (i) the Customer’s or its Users’ use of, reliance on or decisions based on outputs generated by the Platform; or (ii) any unauthorised use of the Platform or the Account by the Customer or its Users, or by third parties using the access credentials of the Customer or its Users. This Clause does not limit liability that cannot be limited under mandatory legal provisions.

9.5. Discounts, credits, penalties or other financial consequences under the SLA apply only where Annex No. 4 has been activated in the relevant Order and only to the extent specified in that Order and in that Annex. If an SLA credit or penalty applies in respect of the same event, it is counted towards the Service Provider’s aggregate liability limit, unless the Order expressly provides otherwise.

10. CONFIDENTIALITY

10.1. All non-public technical, commercial, financial, organisational or other information which one Party discloses to the other in the performance of the Agreement and which, by its nature or the circumstances of disclosure, may reasonably be regarded as confidential, constitute confidential information.

10.2. Confidential information is used only for the purposes of performing the Agreement and may not be disclosed to third parties, except to a Party’s employees, consultants, auditors, lawyers, financiers, affiliated companies and lawfully engaged subcontractors who need to know such information and who are bound by confidentiality obligations no less stringent, or where disclosure is required by law or a competent authority.

10.3. The confidentiality obligations do not apply to information which was lawfully public at the time of its disclosure, subsequently became public through no breach by the receiving Party, was lawfully known to the receiving Party before disclosure, was lawfully obtained from a third party, or was independently developed without the use of confidential information.

10.4. The confidentiality obligations remain in force for the entire term of the Agreement and for 2 (two) years after its expiry, and, in respect of trade secrets and personal data, for as long as required by applicable laws and Annex No. 5.

11. TERM AND TERMINATION OF THE AGREEMENT AND ORDERS

11.1. This Agreement enters into force upon the Customer’s acceptance of the Terms in accordance with the introductory provisions and is concluded for an indefinite term. Each Order is valid for the term specified in it.

11.2. Unless the specific Order provides otherwise, subscriptions purchased through the Platform renew automatically in accordance with Clause 11.8. If the specific Order excludes automatic renewal, the Order expires upon the end of the term set out in it and is not renewed automatically.

11.3. The Customer may terminate the Agreement for convenience at any time by cancelling all subscriptions in the Account settings or by written notice. Termination takes effect at the end of the current billing period or, for Orders with a fixed term of 12 (twelve) months or longer, at the end of that term; fees paid for that period are not refunded, except as provided in Clause 11.5. The Service Provider may terminate the Agreement for convenience by giving the Customer at least 30 (thirty) calendar days’ notice, in which case prepaid fees for the period after the termination date are refunded.

11.4. Either Party may terminate the Agreement and/or the relevant Order for a material breach by the other Party if the breach is not remedied within 10 (ten) business days from the receipt of a written notice, except for a breach which by its nature objectively cannot be remedied. Non-payment, unlawful use of the Platform, a material infringement of intellectual property or deliberate circumvention of the Platform’s security may be deemed material breaches. The Service Provider may terminate the Agreement and/or the relevant Order with immediate effect by written notice if: (i) the Customer or its Users use the Platform for any purpose prohibited under Clause 5.3 (including unlawful, misleading or unsolicited automated calls or practices prohibited under the AI Act) or deliberately circumvent the Platform’s security; or (ii) any amount remains unpaid for more than 30 (thirty) calendar days after the Services were suspended under Clause 6.5. Either Party may terminate the Agreement with immediate effect by written notice if the other Party becomes insolvent, bankruptcy or restructuring proceedings are initiated against it, or it ceases its business activities.

11.5. Upon termination or expiry of a specific Order, the Customer must pay in full for the Services actually provided up to the end and other amounts payable under the relevant Order. If the Customer terminates or cancels an Order for reasons other than the Service Provider’s material breach, the part of the prepaid fees attributable to the Services actually provided up to termination, the work performed and the reasonable costs of the Service Provider incurred or irrevocably committed in performing that Order (including reserved resources and third-party fees) is non-refundable, unless the specific Order expressly provides otherwise. If the Services were not provided due to the Service Provider’s material breach, the prepaid fees for the Services not provided are refunded.

11.6. Upon expiry or termination of the relevant Order, the Customer’s right to use the Platform functionalities provided under it ends. The export of Customer Data and the return or deletion of personal data are governed by Clause 11.7 and Annex No. 5.

11.7. Unless the Order provides otherwise, within 30 (thirty) calendar days from the expiry or termination of the Order (the Data Retrieval Period) the Customer may request the export of Customer Data stored on the Platform (including the workflows, transcriptions, recordings and related metadata) in the Service Provider’s standard structured, machine-readable format. The Service Provider performs or enables the export within 10 (ten) business days from the request, to the extent technically feasible and without prejudice to third-party rights, the security of the Platform or the Service Provider’s intellectual property. The standard export and the return of personal data are free of charge; until 12 January 2027 only the actual costs directly related to switching may be charged, and from that date no switching charges apply. Additional services that are not necessary for switching (non-standard transformation, migration, consulting) may be charged upon prior written agreement. At the Customer’s request, the Service Provider supports the transition for up to 30 (thirty) calendar days after the end of the Order; if this is technically not feasible, it informs the Customer within 14 days from the request and proposes an alternative period. After the Data Retrieval Period or, where requested, after completion of the export, Customer Data is deleted in accordance with Annex No. 5.

11.8. Where automatic renewal applies, the Order is renewed for the same period, unless either Party gives notice of non-renewal before the end of the current period. The Customer may give such notice at any time by cancelling the subscription in the Account settings or in writing; cancellation takes effect at the end of the current billing period and the fees paid for that period are not refunded, except as provided in Clause 11.5. For Orders with a term of 12 (twelve) months or longer, notice of non-renewal must be given no later than 30 (thirty) calendar days before the end of the current period. The Service Provider may change the subscription fees for the renewal period by giving written notice no later than 60 (sixty) calendar days before the end of the current period; in such case the Customer has the right not to renew the Order.

11.9. Provisions which by their nature are intended to survive the termination or expiry of the Agreement remain in force, including Clauses 6.5, 11.5–11.7 and Sections 7, 9, 10 and 13, as well as Annex No. 5 for as long as personal data continues to be processed.

12. FORCE MAJEURE

12.1. A Party is not liable for non-performance or improper performance of its obligations to the extent it proves that this was caused by force majeure circumstances under the law of the Republic of Lithuania which it could not reasonably control, foresee or avoid.

12.2. The affected Party shall promptly inform the other Party in writing of the force majeure circumstances and make reasonable efforts to mitigate their impact. The time limits for the performance of obligations are extended for the period of the impact of such circumstances.

12.3. If force majeure circumstances continue for more than 3 (three) months and materially impede the performance of the relevant Order, either Party may terminate it in writing, with payment for the Services actually provided up to termination.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. This Agreement and the Orders are concluded, interpreted and performed in accordance with the law of the Republic of Lithuania.

13.2. All disputes, disagreements, claims and demands arising out of or in connection with the Agreement shall first be resolved by negotiation, guided by the principles of good faith, reasonableness and fairness.

13.3. If the Parties fail to resolve the dispute by negotiation within 60 (sixty) business days from the receipt of a written claim, the dispute shall be resolved by the competent court of the Republic of Lithuania in the city of Vilnius.

14. PUBLICITY AND USE OF TRADEMARKS

14.1. The Customer grants the Service Provider, for the term of the Agreement, a non-exclusive, royalty-free and non-transferable right to use the Customer’s name and logo in restricted-access communication with investors, partners or financial institutions acting with legitimate business interests. In publicly available sources, the Customer’s name, logo or other information identifying it may be used only with the Customer’s prior express written consent.

14.2. No more than once every six months, the Service Provider may propose to prepare a draft article, case study or other communication material on the results achieved during the cooperation. Any final version of such material intended for publication may be published only with the Customer’s prior express written approval. The Customer’s silence, failure to respond or failure to provide comments within any period is not deemed consent to publication. Confidential, sensitive or non-public information on business results shall not be published without a separate express written approval of the Customer.

14.3. The Customer has the right to reasonably demand that the use of its name or logo be discontinued if it is used in breach of the Agreement or may reasonably harm the Customer’s reputation.

15. SPECIAL TERMS

15.1. The Customer and the Service Provider may agree upon Special Terms which deviate from these Terms. Any such agreement must be signed by authorised representatives of both Parties and will have precedence over these Terms.

16. FINAL PROVISIONS

16.1. The Service Provider has the right to engage subcontractors and third parties for the provision of the Services, remaining liable to the Customer for their acts and omissions to the extent the Service Provider itself would be liable for them under the Agreement. Sub-processors processing personal data are engaged in accordance with Annex No. 5.

16.2. If any provision of the Agreement becomes or is declared by a competent authority to be wholly or partly invalid, unlawful or unenforceable, this does not affect the validity of the remaining provisions of the Agreement. The Parties shall in good faith seek to replace such provision with a valid provision whose legal and economic effect is as close as possible to the provision being replaced.

16.3. The Service Provider may amend these Terms by publishing the updated version on its website and notifying the Customer by e-mail or through the Account at least 30 (thirty) calendar days before the amendments take effect; amendments required by law or a competent authority, or necessary for security reasons, may take effect earlier. If the Customer does not agree with the amendments, it may terminate the Agreement and the affected Orders by notice given before the amendments take effect and receive a refund of prepaid fees for the unused period. Continued use of the Platform after the amendments take effect constitutes acceptance of the amended Terms. Orders are concluded and interpreted in accordance with Section 3.

16.4. Formal notices concerning termination, material breach, claims, disputes or other legal or financial consequences shall be sent by e-mail – to the Customer, to the e-mail address associated with the Account or another address designated by the Customer in the Account, and to the Service Provider, to hello@islucid.com or another e-mail address designated by the Service Provider on its website – and are deemed received on the next business day after sending, unless the sender receives an automatic non-delivery notification. Notices of termination may additionally be sent by registered mail or courier to the Party’s registered office or, in the case of a natural person, to its address and are deemed received upon delivery.

Operational, project and technical communications may be conducted by e-mail, through the Account, the support channels indicated on the Platform or other method agreed by the Parties and do not amend the Agreement or an Order.

16.5. Each Party must inform the other Party of any changes in its contact details or company particulars within 5 (five) business days. Until a change has been duly notified, notices sent to the last notified contact details are deemed duly served.

16.6. The following form an integral part of this Agreement:

• Annex No. 4 – Service Level Terms (SLA), applicable only when activated in an Order, published separately at https://portal.islucid.com/legal/sla and incorporated into these Terms by reference;
• Annex No. 5 – Data Processing Agreement (DPA), published separately at https://portal.islucid.com/legal/dpa and incorporated into these Terms by reference.

16.7. The Agreement is concluded electronically through the Service Provider’s electronic signup process, where the Customer is provided with access to these Terms before acceptance and expressly accepts them through an affirmative action in accordance with the introductory provisions. Such electronic acceptance constitutes conclusion of the Agreement and has the same legal effect as a handwritten signature. Orders are concluded by confirmation on the Platform. The Service Provider stores the version of the Terms accepted by the Customer and makes the current version available on its website.

16.8. The Customer confirms that before accepting the Terms it had the opportunity to review them, including the provisions limiting the Service Provider’s liability (Section 9), allowing suspension of the Services (Clauses 6.5, 6.6 and 8.5), on automatic renewal (Clause 11.8) and on amendment of the Terms (Clause 16.3), and that it understands their content and legal consequences.

16.9. The Agreement is concluded in the English language. If the Agreement, an Annex thereto or an Order is also provided in another language, the English language version prevails in the event of a discrepancy, unless the Order expressly provides otherwise.

16.10. Neither Party may assign its rights and obligations under the Agreement to third parties without the prior written consent of the other Party, except that the Service Provider may assign the Agreement or an Order to its affiliated company or to the successor of all or a substantial part of the business related to the Platform, upon written notice to the Customer.

16.11. The Agreement, together with its Annexes, Orders and any Special Terms, constitutes the entire agreement of the Parties on its subject matter and supersedes all prior oral or written agreements, proposals and correspondence on this matter.