SPRINT READY LTD — MASTER TERMS AND CONDITIONS OF SERVICE

1. LEGAL FRAMEWORK AND B2B ACCEPTANCE

1.1. Contractual Relationship: These Master Terms and Conditions of Service ("Terms") constitute a legally binding contract between Sprint Ready LTD ("Company", "we", "us", or "our") and the legal entity or authorized representative accessing, browsing, creating an account, remitting payment, or executing our software ("Client", "Member", "you", or "your").

1.2. B2B Operation Only: The Site, memberships, pipelines, and all associated AI orchestration services are offered strictly on a business-to-business (B2B) basis. You explicitly warrant that you are accessing the Site and purchasing services exclusively for trade, business, or professional purposes. The Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and any worldwide statutory consumer protections are expressly excluded to the absolute maximum extent permitted by law.

1.3. Precedence and MSAs: These Terms govern the use of the Site, the Proof of Concept (PoC) audit, affiliate portals, and general software access. Where a separate, formally executed Master Services Agreement ("MSA") or Statement of Work ("SOW") exists for custom private-cloud deployment, that MSA shall prevail to the extent of any direct conflict, but these Terms shall remain fully supplementary.

2. MEMBER ACCOUNTS, ACCESS SECURITY, AND EDGE CASES

2.1. Account Registration & Verification: Access to specific pipeline configurations, payment portals, and affiliate dashboards requires account registration. You warrant that all provided information is accurate, corporate (no personal email addresses permitted for primary billing unless acting as a verified sole trader), and continuously updated. We reserve the right to reject account creation at our sole discretion.

2.2. Credential Liability and Security Covenants:

• No Credential Sharing: Member accounts are strictly tied to the designated authorized corporate seat. Sharing credentials, API keys, or access tokens across multiple unverified users, external agencies, or third-party contractors is a material breach of these Terms.
• Absolute Client Liability: The Client is absolutely liable for all activities, API calls, prompt injections, and automated actions executed under its account credentials. Sprint Ready LTD holds zero liability for data breaches, unauthorized pipeline executions, compromised intellectual property, or financial losses resulting from compromised Client credentials, session hijacking, or the Client's failure to implement Multi-Factor Authentication (MFA).
• Orphaned and Hijacked Accounts: We reserve the right to immediately suspend or terminate accounts that remain inactive for more than 180 days, where the registered corporate domain expires, or where anomalous login patterns trigger our security thresholds.

3. FINANCIAL TERMS, BILLING, AND REFUNDS

3.1. Fees and Retainers: All setup fees, custom implementation costs, and ongoing monthly platform retainers must be paid in full according to the schedule defined at checkout or within the applicable SOW. All prices are exclusive of Value Added Tax (VAT), sales tax, or withholding taxes, which shall be added to the invoice at the prevailing statutory rate and remain the sole responsibility of the Client.

3.2. Automated Billing, Tokens, and Overages:

• You authorize Sprint Ready LTD and its third-party payment processors (e.g., Stripe) to automatically charge the applicable recurring retainers.
• Fair Use and Compute Overages: Base retainers cover standard monthly pipeline compute limits. Should the Client attempt to abuse the API, initiate denial-of-wallet vectors, or exceed the allocated LLM token thresholds outlined in their tier, the Company reserves the right to (a) instantly throttle service bandwidth, or (b) automatically bill for excess compute/token usage at a rate of 1.5x the base wholesale API cost.

3.3. Failed Payments & Suspension: If a payment fails or is contested, we will immediately suspend API access, local VPC pipeline updates, and support SLAs until the balance is cleared.

3.4. Late Payment Penalties: We strictly exercise our statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. Invoices unpaid after 14 days will accrue interest daily at a rate of 8% over the Bank of England base rate, plus administrative recovery fees.

3.5. Strict No-Refund Policy: Due to the bespoke architectural mapping, non-recoverable compute expenditure, and immediate exposure of our proprietary methodology, all implementation fees, setup charges, and monthly retainers are strictly non-refundable. Chargebacks initiated without prior written dispute resolution will be treated as fraudulent, resulting in immediate account termination, data deletion, and legal pursuit of the recovered funds plus legal costs.

4. INTELLECTUAL PROPERTY & FEEDBACK ASSIGNMENT

4.1. Company IP: Sprint Ready LTD retains sole, exclusive, and absolute ownership of the System, source code, JavaScript linting mechanisms, prompt architectures, semantic deduplication engines, workflow node configurations, UI/UX, and all underlying methodologies (collectively, "Company IP").

4.2. Client Content: The Client retains all pre-existing ownership in the raw data, requirement documents, and transcripts uploaded to the System ("Client Content"). The Client grants the Company a temporary, non-exclusive, zero-retention license to process this data strictly to deliver the service.

4.3. Feedback Assignment (The IP Loophole Closure): If the Client or its employees provide any feedback, suggestions, feature requests, or architectural recommendations regarding the System ("Feedback"), the Client hereby irrevocably assigns, transfers, and conveys to Sprint Ready LTD all right, title, and interest in and to such Feedback in perpetuity, worldwide, and royalty-free. The Company may implement, monetize, or ignore this Feedback without any obligation, attribution, or compensation to the Client.

4.4. No Audit Rights of Company Infrastructure: To protect proprietary trade secrets and prompt architectures, the Client has absolutely no right to conduct physical, logical, or codebase audits of Sprint Ready LTD’s internal systems, AWS/Azure environments, or n8n root workflows, regardless of the Client's internal vendor compliance policies, unless explicitly negotiated in a premium enterprise MSA.

5. UK GDPR AND DATA PROTECTION (CONTROLLER & PROCESSOR BOUNDARIES)

5.1. Company as Data Controller (Member & Marketing Data): For the purposes of managing Member accounts, processing payments, and conducting automated B2B partner outreach, Sprint Ready LTD acts as the Data Controller. We process B2B personal data in accordance with the UK Data Protection Act 2018 and UK GDPR, relying on legitimate interests and contractual necessity.

5.2. Company as Zero-Retention Software Vendor (Client Content):

• The Client remains the sole Data Controller for all raw software specifications, documents, and transcripts uploaded to the Sprint Ready engine.
• The Company explicitly configures its local n8n orchestrators and third-party LLM APIs to operate on a Zero-Retention basis. We do not persistently store, cache, index, or utilize Client Content to train or fine-tune public or proprietary machine learning models.
• Prohibition of Sensitive Data: The System is designed to parse technical requirements. The Client is strictly and absolutely prohibited from uploading any raw, unredacted Personally Identifiable Information (PII), Protected Health Information (PHI), financial account data, or sensitive consumer data into the System. Sprint Ready LTD disclaims any and all liability for GDPR, HIPAA, or CCPA violations resulting from the Client's failure to sanitize input data.

6. ARTIFICIAL INTELLIGENCE LIMITATIONS & HUMAN-IN-THE-LOOP MANDATE

6.1. Probabilistic Outputs & Future AI Legislation: The System leverages third-party non-deterministic AI models. Despite custom validation layers, LLMs are subject to hallucinations, structural omissions, and cognitive drift. The Client acknowledges that AI regulation is rapidly evolving. The Client is solely responsible for ensuring its use of Generated Output complies with all current and future AI regulations (e.g., the EU AI Act, UK AI frameworks) applicable to its jurisdiction and industry.

6.2. Human-in-the-Loop (HITL) Requirement: The System is an assistive development tool, not an autonomous engineering authority. A qualified human professional must review, verify, and approve every generated ticket, user story, and acceptance criteria item before it is committed to production backlogs.

6.3. Exclusion of Copyright Guarantee on Outputs: Sprint Ready LTD makes no representation, warranty, or guarantee that the Generated Output is original, copyrightable, or free from third-party intellectual property claims. The Client assumes all risk regarding the deployment and commercialization of the Generated Output.

7. REGULATORY AND HIGH-RISK DISCLAIMER

7.1. No Statutory Certification: The System is not a certified medical device, validated electronic quality management system (eQMS), or pre-audited regulatory compliance platform. It does not carry per se certification for GAMP 5, GxP, ISO 13485, or FDA 21 CFR Part 11.

7.2. Client Validation Responsibility: The Client assumes full and exclusive responsibility for executing its own Computerized System Validation (CSV), audit trail validations, UAT, and statutory submissions.

7.3. High-Risk Ban: The System is strictly prohibited from use in hazardous environments requiring fail-safe performance (e.g., life support, aerospace navigation, autonomous vehicles, nuclear facilities, or live military deployments).

8. ACCEPTABLE USE POLICY (AUP) AND CYBERSECURITY

8.1. Prohibited Activities: You are strictly prohibited from:

• Scraping & Reverse Engineering: Using bots, scrapers, or automated scripts to extract pricing, code, copy, or structural data from the Site. Decompiling, reverse-engineering, or attempting to decode any portion of the System.
• Vulnerability Probing: Conducting unauthorized penetration testing, port scanning, DDoS simulations, or unauthorized bug bounty hunting against our domains or APIs.
• Malicious Payloads: Uploading documents that contain macro viruses, ransomware, prompt-injection attacks, or executable scripts designed to bypass or compromise our orchestrators.
• Framing & Mirroring: Iframing, mirroring, or otherwise embedding the Site into third-party portals without express written consent.

9. COMPREHENSIVE CLIENT INDEMNIFICATION

9.1. Indemnification Covenant: The Client shall irrevocably defend, indemnify, and hold harmless Sprint Ready LTD, its officers, directors, employees, and contractors from any and all claims, regulatory investigations, statutory fines, lawsuits, losses, and damages (including full legal fees on an indemnity basis) arising out of:

• Any claim that uploaded Client Content infringes the copyright, patent, trade secret, or NDA obligations of any third party.
• Any claim arising from the Client's publication, deployment, or execution of unverified Generated Output.
• Any violation of UK GDPR, HIPAA, or international data protection laws resulting from the Client inappropriately feeding live consumer PII/PHI into the System.
• Any breach of the Acceptable Use Policy (Section 8) or High-Risk Ban (Section 7.3).

10. COMPLETE EXCLUSION AND LIMITATION OF LIABILITY

10.1. Exclusion of Consequential Damages: To the maximum extent permitted by law, under no circumstances shall Sprint Ready LTD be liable for any loss of profits, revenue, anticipated savings, goodwill, corrupted databases, cost of substitute software, developer downtime, delayed sprint velocity, or any indirect, incidental, special, exemplary, or consequential damages, regardless of foreseeability and regardless of the legal theory (contract, tort, strict liability, or otherwise).

10.2. Absolute Financial Cap: Sprint Ready LTD's aggregate, total, cumulative liability arising out of or related to these Terms, the Site, Member accounts, or the System—from any and all causes of action whatsoever—shall be strictly limited to the actual net monetary sums paid by the Client to Sprint Ready LTD in the three (3) months immediately preceding the event giving rise to liability, or £100.00 GBP, whichever is greater.

10.3. Waiver of Equitable Relief: The Client expressly waives any right to seek injunctive relief, specific performance, or other equitable remedies against Sprint Ready LTD. The Client’s sole and exclusive remedy for any breach of these Terms by the Company shall be an action at law for financial damages subject to the strict caps outlined in Section 10.2.

10.4. Statutory Exceptions: Nothing in these Terms excludes liability for death or personal injury caused directly by our proven negligence, or for fraud or fraudulent misrepresentation.

11. THIRD-PARTY DEPENDENCIES & FORCE MAJEURE

11.1. API and Cloud Vulnerabilities: The System relies on external APIs (e.g., Anthropic, OpenAI, Stripe, AWS, Azure, n8n). Sprint Ready LTD bears zero liability for system failures, webhook drops, token expiration, schema deprecations, pricing surges, or latency directly attributable to these third-party operators.

11.2. Force Majeure: We shall not be liable for any failure or delay caused by acts of God, cyberattacks, zero-day exploits, denial of service (DoS) actions, telecommunication blackouts, labor strikes, AI regulatory injunctions, or governmental orders.

12. NON-SOLICITATION

12.1. During the term of any active service or membership, and for a period of twelve (12) months thereafter, the Client agrees not to directly or indirectly solicit, hire, or engage any employee, independent contractor, or AI architect currently or previously employed or contracted by Sprint Ready LTD, without our prior written consent.

13. TERMINATION AND PUBLICITY

13.1. Right to Terminate: Sprint Ready LTD reserves the absolute right to suspend API access, terminate Member accounts, or refuse service immediately and without notice if the Client breaches any provision of these Terms, fails to remit payment, or introduces malicious code into our infrastructure.

13.2. Publicity Rights: Unless the Client explicitly opts out via a signed written notice, Sprint Ready LTD reserves the right to use the Client’s company name and logo on the Site and in marketing materials to identify the Client as a user of the System. Furthermore, the Company may freely use fully anonymized and aggregated metadata (e.g., "processed 5,000 WBS payloads") for commercial benchmarking and marketing purposes.

13.3. Survival: Sections relating to Intellectual Property, Indemnification, Limitation of Liability, Waiver of Equitable Relief, Non-Solicitation, and Jurisdiction shall survive the termination of these Terms or the deletion of any Member account.

14. SEVERABILITY AND ENTIRE AGREEMENT

14.1. If any provision of these Terms is determined by an English court of competent jurisdiction to be invalid or unenforceable, that provision shall be severed or modified to the minimum extent necessary to make it valid, and the remaining provisions shall remain in full force and effect. These Terms constitute the entire agreement between the parties regarding the use of the Site and public platform services.

15. GOVERNING LAW, EXPORT CONTROL, AND EXCLUSIVE JURISDICTION

15.1. Export Control: The Client warrants that it is not located in, nor operating under the laws of, any jurisdiction subject to comprehensive UK, US, or EU economic sanctions or export controls.

15.2. Governing Law: These Terms, and any dispute, controversy, or claim arising out of or in connection with them or their formation (including non-contractual disputes), shall be governed by and construed exclusively in accordance with the laws of England and Wales.

15.3. Exclusive Jurisdiction: The parties irrevocably agree that the courts of England and Wales shall have sole and exclusive jurisdiction to hear, settle, and determine any legal proceedings, suits, or arbitration arising out of these Terms, their enforcement, or the use of Sprint Ready LTD's properties. The Client irrevocably waives any objection to the venue of such courts on grounds of inconvenience.