Vakyya Terms of Service
Effective Date: 22 May 2026
Last Updated: 22 May 2026
1. Introduction
These Terms of Service (“Terms”) form a legally binding agreement between Parakletos AI Limited (“Parakletos”, “we”, “us”, or “our”) and the organisation (“Customer”, “you”, or “your”) that subscribes to or otherwise uses Vakyya and related services (the “Service”).
Parakletos AI Limited is a company registered in England and Wales under company number 16504323, with registered address First Floor, 85 Great Portland Street, London W1W 7LT, United Kingdom.
Vakyya is a business-to-business managed service for the transcription, translation, captioning, and editorial enrichment of confidential internal media. It is not a consumer product. These Terms govern the contractual relationship between Parakletos and an organisation, and between Parakletos and any individuals the organisation authorises to access the Service (“Authorised Users”).
Where Vakyya is provided under a separately executed Master Services Agreement (“MSA”), Statement of Work, Order Form, or Design Partner Agreement, those documents take precedence over these Terms to the extent of any conflict.
2. Definitions
“Agreement” means these Terms, any Order Form, the Data Processing Agreement, the Acceptable Use Policy, the Privacy Policy, and any other documents incorporated by reference.
“Authorised User” means an individual employee, contractor, or agent of the Customer organisation whom the Customer has authorised to access the Service under the Customer’s account.
“Customer Content” means the audio, video, transcripts, translations, captions, glossaries, and associated artefacts that the Customer submits to or generates through the Service.
“Documentation” means the operating documentation, technical specifications, and assurance materials Parakletos provides in connection with the Service.
“DPA” means the Data Processing Agreement executed between Parakletos and the Customer that governs processing of personal data within Customer Content.
“Order Form” means a written document signed by both parties that specifies the scope, term, fees, and tier of the Service.
“Pilot” means a time-bounded paid engagement undertaken in advance of an annual commitment, scoped by an Order Form.
“Service” means the Vakyya managed pipeline, including the workflow, the assurance pack, and any associated portals, APIs, or deliverables identified in an Order Form.
3. The Service
3.1 What the Service Does
Vakyya is a managed transcription and translation pipeline for confidential internal media. The pipeline ingests source media, performs transcription with speaker diarisation, applies per-customer terminology preservation at the model layer, performs translation into target locales, and delivers captioned and transcript outputs in agreed formats. The Service operates under documented processing paths within UK or EU hosting jurisdictions, with audit logs retrievable per job.
3.2 What the Service Is Not
The Service is not a general-purpose translation product, not a translation management system, not a real-time captioning service, not a sovereign-cloud or on-premise deployment, and not a meeting assistant. Parakletos does not currently hold ISO/IEC 27001 or SOC 2 certification. Security documentation and the current certification roadmap are available on request under NDA.
The Service is not consumer software, is not directed at individual consumers, and is not available for personal use.
3.3 Service Maturity
At the date of these Terms, Vakyya operates as a private beta for selected design partners. Service-level commitments, certification claims, and roadmap statements are provided as the current operating posture rather than guarantees of permanent capability. Where an Order Form specifies a particular commitment (uptime, turnaround, languages supported, named human review), that commitment governs the relationship for the term of that Order Form.
3.4 Modifications
Parakletos may modify the Service from time to time. Changes that would materially reduce the functionality, supported languages, processing regions, sub-processor model, or named human-review model committed in an active Order Form will not be made without the Customer’s prior written consent, except where the change is required for security, legal compliance, or to remediate an active incident, in which case Parakletos will notify the Customer as soon as reasonably practicable. Other material reductions to the Service that are outside the scope committed in an active Order Form will be notified to the Customer at least thirty days in advance.
3.5 Human Review and Editorial Services
Outputs of the Service are machine-generated unless an Order Form expressly purchases a human review tier. Where human review is included in scope, the Order Form specifies the reviewer model (employee, contractor, or specialist linguist), the country or countries of review, the scope of intervention (for example terminology QA, full revision, or certified review), and any vetting, confidentiality, or data-protection requirements applicable to reviewers. Reviewers in scope are subject to written confidentiality and data-protection obligations equivalent to those imposed on Parakletos personnel under Section 8.4. Where no human review is scoped, the Customer is responsible for editorial review before relying on outputs (see Section 13.3).
4. Engagement Structure
4.1 Design Partner Engagements
For the design partner phase of Vakyya, engagements are scoped under a written Design Partner Agreement or equivalent Order Form. The Design Partner Agreement specifies the bounded scope, fee, duration, languages, content categories, reviewer model, and reference rights for the engagement. These Terms apply in addition to, and not in substitution for, the Design Partner Agreement.
4.2 Pilot Engagements
Pilots are scoped by Order Form. A Pilot is a time-bounded paid engagement that does not automatically convert to an annual subscription. Conversion to an annual contract requires a separate Order Form. Where the Order Form provides for a pilot fee credit against the annual contract, the credit terms are set out in that Order Form.
4.3 Production Engagements
Production engagements are governed by a Master Services Agreement and one or more Order Forms. Where these Terms conflict with an executed MSA, the MSA governs.
4.4 Order of Precedence
In the event of conflict, the order of precedence is:
- Signed Order Form / MSA
- The Data Processing Agreement (DPA)
- The Beta / Pilot Product Terms
- These Terms of Service
- General Policies (Acceptable Use Policy, Cookie Policy, and Privacy Policy)
Terms higher in the hierarchy will prevail to the extent of any conflict.
5. Authorised Users
5.1 Customer Responsibility
The Customer is responsible for the conduct of its Authorised Users and is responsible for ensuring that each Authorised User complies with these Terms and the Acceptable Use Policy. Acts or omissions of Authorised Users are deemed to be acts or omissions of the Customer for the purposes of this Agreement.
5.2 Credentials
The Customer is responsible for safeguarding Authorised User credentials and for notifying Parakletos immediately at security@vakyya.com if it becomes aware of any unauthorised access to the Service.
5.3 Suspension
Parakletos may suspend the Service, or access for one or more Authorised Users, where:
(a) an individual Authorised User has materially breached the Acceptable Use Policy, in which case Parakletos may suspend that user without suspending the Customer’s wider account (individual suspension);
(b) the Customer has materially breached the Agreement and failed to cure within the period required by Section 12.4, or has failed to pay invoices in accordance with Section 6.4 (account suspension); or
(c) continued operation poses a material security, legal, or service-integrity risk that cannot reasonably be mitigated without suspension (emergency suspension).
Except for emergency suspension, Parakletos will give the Customer reasonable prior notice and, where the cause is curable, an opportunity to cure. Service will be restored without undue delay once the cause of suspension has been resolved. Suspension does not relieve the Customer of payment obligations for periods of suspension caused by Customer breach.
6. Fees and Payment
6.1 Fees
Fees are set out in the applicable Order Form. Fees may be expressed as a one-off pilot fee, a recurring subscription fee, a usage-based fee, or a combination.
6.2 Invoicing
Unless the Order Form provides otherwise, invoices are issued at the commencement of the engagement (for pilots) or in advance of the relevant period (for recurring fees). Payment terms are thirty days from invoice date, unless otherwise specified.
6.3 Currency and Tax
Invoices are issued in pounds sterling unless otherwise specified in the Order Form. Fees are exclusive of VAT and any other applicable taxes, which the Customer is responsible for paying.
6.4 Late Payment
Parakletos reserves the right to charge statutory interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998 and to suspend access to the Service where invoices remain unpaid more than thirty days past the due date, provided that Parakletos has first given the Customer not less than ten business days’ written notice of intended suspension.
6.5 Price Changes
Recurring subscription fees may be increased at renewal upon not less than sixty days’ written notice. Pilot fees set in an Order Form are fixed for the duration of the Pilot.
6.6 Refunds
Pilot fees and subscription fees paid in advance are non-refundable except: (a) as provided in the Order Form; (b) where Parakletos terminates the Agreement other than for the Customer’s breach; or (c) as required by applicable law.
7. Customer Content
7.1 Ownership and Data Classification
The Customer retains all right, title, and ownership in and to Customer Content (uploaded media, transcripts, translations, captions, summaries, glossaries, and review comments) and Workflow Outputs (transcripts, translations, captions, summaries, and associated deliverables).
For the avoidance of doubt, Customer ownership does not extend to the underlying Service or to any of the following, which remain the property of Parakletos: the software, models, processing pipeline, terminology preservation methodology, audit pack format and schemas, deliverable templates, metadata structures, glossary methodology, and generic know-how. Where any such Parakletos element is embedded in a delivered artefact, the Customer is granted a perpetual, worldwide, royalty-free, non-exclusive licence to use it solely as part of the delivered artefact for the Customer’s internal business purposes.
Classification of metadata and operational records:
- Workflow Metadata (job status, timestamps, language settings, output formats, delivery state, and usage quantities) is mixed or contract-specific.
- Operational Data (security logs, billing records, diagnostics, abuse signals, platform telemetry, and support records) is owned and controlled by Parakletos.
7.2 Confidentiality of Customer Content
Customer Content and Workflow Outputs are treated as confidential information and are not disclosed except for service delivery, authorised support, sub-processors, legal obligations, security, abuse prevention, or with the Customer’s written permission.
7.3 Staff and Support Access
Parakletos restricts access to Customer Content to authorised personnel with a documented business need (such as resolving support tickets or protecting system security) under the principle of least privilege. Support access is logged where technically feasible. Review access is limited strictly to customer-authorised personnel where a managed review service has been purchased.
7.4 Licence to Parakletos
The Customer grants Parakletos a limited, non-exclusive, royalty-free licence to access, process, store, transmit, and transform Customer Content solely as necessary to provide the Service to the Customer and to comply with applicable law. This licence terminates on deletion of Customer Content under the retention schedule, or on contract termination, whichever is sooner.
7.5 No Training Use
Customer Content and Workflow Outputs are not used to train general-purpose AI models. Limited processing for service delivery, security, abuse prevention, support, debugging authorised by the Customer, legal compliance, and aggregated/anonymised operational analytics may still occur.
Parakletos’s contracts with all AI processing sub-processors prohibit those sub-processors from using Customer Content to train, fine-tune, or evaluate their own models.
7.6 Customer Warranties
The Customer represents and warrants that: (a) it has all rights, licences, and consents necessary to submit Customer Content to the Service and to have it processed under this Agreement; (b) the Customer Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other rights of any third party; (c) the processing of personal data within Customer Content has an appropriate lawful basis under UK GDPR or EU GDPR; and (d) where Customer Content contains special category data within the meaning of UK GDPR Article 9, the Customer has identified the applicable Article 9(2) condition in the DPA.
7.7 Acceptable Use
Customer Content and Customer use of the Service must comply with the Acceptable Use Policy at all times.
7.8 Audio and Media Consent
The Customer is solely responsible for ensuring it has all necessary rights, permissions, notices, and lawful bases to upload and process recordings or media. The Customer must not upload unlawfully recorded meetings, calls, interviews, or private media. Parakletos does not independently verify whether recording consent was obtained. Speaker identification, speaker labels, diarisation, and names are probabilistic and may be inaccurate.
7.9 Shared Links and Download Links
Where the Service generates shared output links, signed URLs, review links, or download links, anyone with access to the active link may be able to access the relevant content. The Customer is solely responsible for controlling access permissions, managing recipients, and disabling links when they are no longer required. Parakletos is not responsible for onward sharing by authorised recipients.
7.10 Third-Party Connectors
Where the Customer connects the Service to third-party repositories or platforms (such as Google Drive, OneDrive, Teams, Zoom, SharePoint, S3, or Dropbox), the Customer represents that it has the authority and rights to import media from those systems and authorises Parakletos to fetch, store, process, and generate outputs from them. Third-party platform terms continue to apply. Parakletos is not responsible for third-party outages, rate limits, permission errors, deletion, access control mistakes, or unavailable content on external platforms.
8. Data Protection
8.1 Roles
Parakletos acts as a data processor in respect of personal data contained within Customer Content. The Customer is the data controller for such personal data. Parakletos acts as a data controller for personal data it collects directly from the Customer and its Authorised Users in connection with the contractual relationship, as set out in the Privacy Policy.
8.2 DPA
The Customer and Parakletos enter into a Data Processing Agreement at contract commencement. The DPA forms an integral part of this Agreement. In the event of conflict between these Terms and the DPA in respect of processing of personal data, the DPA prevails.
8.3 Sub-Processors
Parakletos maintains and publishes a list of sub-processors. The Customer is given not less than thirty days’ written notice of any proposed addition of, or material change to, a sub-processor. The Customer’s right to object to a sub-processor change is set out in the DPA.
8.4 Confidentiality
Parakletos treats Customer Content as confidential information of the Customer and applies the security measures set out in the Privacy Policy and DPA. Authorised Parakletos personnel with access to Customer Content are subject to written confidentiality obligations.
9. Intellectual Property
9.1 Parakletos Property
The Service, including its software, models, glossary preservation methodology, audit pipeline, documentation, brand, and all associated intellectual property, is and remains the property of Parakletos. Nothing in this Agreement transfers any ownership of the Service to the Customer.
9.2 Limited Licence to Customer
Parakletos grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the term of this Agreement, solely for the Customer’s internal business purposes and in accordance with the applicable Order Form.
9.3 Restrictions
The Customer may not, and may not permit any Authorised User or third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or otherwise attempt to derive the source code or model weights of the Service; (c) use the Service or its outputs to train any competing artificial intelligence or machine learning system; (d) circumvent technical limits, rate limits, or access controls; (e) use the Service to provide a translation or transcription service to third parties as a substitute for the Service, except as expressly permitted in an Order Form; or (f) remove or obscure proprietary notices.
9.4 Feedback
If the Customer or an Authorised User provides feedback, suggestions, or ideas concerning the Service, Parakletos may use such feedback without restriction and without obligation to the provider. Feedback is not Confidential Information.
10. Confidentiality
Each party may receive information from the other that is marked or reasonably identified as confidential, including without limitation Customer Content (in respect of the Customer) and the Service, pricing, and Documentation (in respect of Parakletos). Each party agrees: (a) to use Confidential Information of the other only for the purposes of this Agreement; (b) to protect Confidential Information of the other with at least the same degree of care it uses for its own confidential information of like sensitivity, and in any event not less than a reasonable degree of care; and (c) not to disclose Confidential Information of the other to any third party except to its personnel and professional advisers who have a need to know and who are subject to equivalent confidentiality obligations.
Confidentiality obligations survive termination of this Agreement for five years, except in respect of trade secrets, which survive indefinitely, and personal data, which is governed by the DPA without time limit.
11. Service Levels and Support
11.1 Availability
Unless an Order Form specifies otherwise, the Service is provided on a commercially reasonable best-efforts basis. Parakletos does not warrant uninterrupted or error-free operation.
11.2 Support
Support is provided by email to support@vakyya.com during UK business hours (09:00–18:00 GMT/BST, Monday to Friday, excluding English public holidays), unless an Order Form provides for enhanced support.
11.3 Service Credits
Service credits, where offered, are set out in the applicable Order Form and are the Customer’s sole and exclusive remedy for failure to meet service-level commitments.
12. Term and Termination
12.1 Term
This Agreement commences on the effective date of the first executed Order Form and continues until terminated in accordance with this Section 12.
12.2 Order Form Term
Each Order Form has its own term as specified in that Order Form. Pilots terminate automatically at the end of the Pilot period unless converted to an annual subscription by a separate Order Form.
12.3 Termination for Convenience
Subject to the terms of the applicable Order Form, either party may terminate this Agreement for convenience on ninety days’ written notice, provided that termination does not relieve the Customer of the obligation to pay fees due for the remainder of any then-current Order Form term.
12.4 Termination for Cause
Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty days of written notice of the breach (or, where the breach is incurable, immediately); (b) becomes insolvent, enters administration, or is wound up; or (c) ceases to carry on business.
12.5 Termination for Regulatory or Compliance Reasons
Either party may terminate this Agreement on written notice if continued performance would, in the reasonable view of that party, breach applicable law or sanctions, or would create a material regulatory exposure that cannot be remediated by amendment.
12.6 Effect of Termination
On termination: (a) the Customer’s right to access the Service ceases; (b) Parakletos returns or deletes Customer Content in accordance with the DPA and the customer retention schedule, subject to backups, logs, legal holds, audit records, and security requirements; (c) each party returns or destroys the other’s Confidential Information, subject to legal retention obligations; (d) accrued fees remain payable; and (e) provisions that by their nature survive termination shall survive, including Sections 7.5 (No Training Use), 9 (Intellectual Property), 10 (Confidentiality), 13 (Warranties), 14 (Liability), 15 (Indemnification), and 17 (General).
12.7 Deletion and Export Scope
- Exportable assets that the Customer may retrieve include Customer Content (source media, where still retained, transcripts, translations, captions, summaries, glossaries, review comments) and Workflow Outputs.
- Non-exportable/internal assets include internal prompts, proprietary evaluation methods, system configurations, model routing logic, internal QA rubrics, security detections, platform source code, and internal operational notes.
Unless a different retention schedule is agreed in the Order Form or DPA, Customer Content is deleted or returned within 30 days of contract termination, with backup copies purged within an additional 30 days.
13. Warranties and Disclaimers
13.1 Mutual Warranties
Each party warrants that it has full power and authority to enter into and perform this Agreement.
13.2 Parakletos Service Warranty
Parakletos warrants that the Service will be provided with reasonable skill and care, in accordance with the applicable Order Form, and in accordance with applicable law.
13.3 No Warranty as to Accuracy
The Service uses artificial intelligence to generate transcripts, translations, captions, and other outputs. Parakletos does not warrant that any output is fully accurate, error-free, complete, or fit for any particular purpose. The Customer is responsible for reviewing outputs before relying on them, particularly for regulated, legal, medical, financial, or safety-critical communications. Vakyya supports managed review workflows and distinguishes reviewed from unreviewed outputs. Unless agreed in writing, outputs are not guaranteed to have been human-reviewed and must be treated as unreviewed.
13.4 No Other Warranties
Except for the warranties expressly given in this Section 13, and to the maximum extent permitted by law, all conditions, warranties, representations, and other terms implied by statute, common law, or course of dealing (including any implied terms as to satisfactory quality, fitness for a particular purpose, or non-infringement) are excluded from this Agreement. The Service is otherwise provided on an “as is” and “as available” basis.
13.5 Statutory Rights
Nothing in this Agreement limits or excludes any liability or any warranty, condition, or term that cannot be limited or excluded under applicable law, including the obligation to perform the Service with reasonable care and skill under section 49 of the Consumer Rights Act 2015 (where applicable) or the equivalent obligation under section 13 of the Supply of Goods and Services Act 1982.
14. Limitation of Liability
14.1 Excluded Damages
To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, special, or consequential loss, or for loss of profits, revenue, goodwill, business opportunity, or anticipated savings, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, and whether or not foreseeable.
14.2 Liability Caps
Subject to Section 14.3, each party’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed:
(a) for claims arising out of breach of Section 8 (Data Protection), the DPA, or Section 10 (Confidentiality), an amount equal to two times the total fees paid or payable by the Customer to Parakletos under the applicable Order Form in the twelve months immediately preceding the event giving rise to the claim, subject to a floor of £50,000 and a ceiling of £1,000,000 unless a higher amount is expressly agreed in the Order Form;
(b) for Parakletos’s indemnification obligations under Section 15.2 (IP Indemnity), an amount equal to two times the total fees paid or payable by the Customer to Parakletos under the applicable Order Form in the twelve months immediately preceding the event giving rise to the claim;
(c) for all other claims, the greater of (i) the total fees paid by the Customer to Parakletos under this Agreement in the twelve months immediately preceding the event giving rise to the claim, or (ii) £25,000.
The caps in (a), (b), and (c) are independent of each other; a claim falling within more than one category counts only once, against the cap most directly applicable to it.
14.3 Excluded from the Cap
Nothing in this Agreement limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; (d) the Customer’s payment obligations under Section 6; (e) the Customer’s indemnification obligations under Section 15.1; (f) the Customer’s breach of Section 9.3 (Restrictions); or (g) any other liability that cannot be limited or excluded under applicable law.
14.4 Essential Purpose
The limitations and exclusions in this Section 14 apply notwithstanding the failure of any limited remedy of its essential purpose, and have been negotiated as part of the commercial allocation of risk between the parties.
15. Indemnification
15.1 Customer Indemnity
The Customer shall indemnify, defend, and hold harmless Parakletos and its officers, directors, employees, and agents from and against any third-party claims and any associated damages, costs, and expenses (including reasonable legal fees) arising from or relating to: (a) Customer Content, including any allegation that Customer Content infringes a third party’s rights or breaches applicable law; (b) the Customer’s breach of Section 7.4 (Customer Warranties); (c) the Customer’s breach of the Acceptable Use Policy; or (d) any use of the Service by an Authorised User that constitutes a breach of this Agreement.
15.2 Parakletos Indemnity
Parakletos shall indemnify, defend, and hold harmless the Customer from and against any third-party claim alleging that the Service, as used by the Customer in accordance with this Agreement and the Documentation, infringes a registered patent, registered trademark, or copyright valid in the United Kingdom or the European Union. Parakletos’s obligation under this Section 15.2 is conditional on the Customer: (a) promptly notifying Parakletos of the claim; (b) granting Parakletos sole control of the defence and settlement; and (c) providing reasonable assistance at Parakletos’s expense.
15.3 Exclusions
Parakletos has no obligation under Section 15.2 to the extent a claim arises from: (a) Customer Content; (b) modification of the Service by a party other than Parakletos; (c) use of the Service in combination with software or services not authorised by Parakletos; or (d) the Customer’s breach of this Agreement.
15.4 Remedies
If the Service is held to infringe, or in Parakletos’s reasonable opinion is likely to be held to infringe, Parakletos may at its option: (a) procure for the Customer the right to continue using the Service; (b) modify the Service so it is non-infringing without materially reducing its functionality; or (c) terminate the Agreement and refund a pro-rata portion of any prepaid fees. This Section 15 states the Customer’s sole and exclusive remedy, and Parakletos’s entire liability, for any allegation of intellectual property infringement.
16. AI-Generated Output, Provenance, and Regulatory Transparency
The Service produces AI-generated and AI-assisted output. Where the Customer publishes, distributes, or otherwise makes such output available to others (including the Customer’s own employees, contractors, or members), the Customer is responsible for compliance with any applicable transparency obligations, including under the EU AI Act (Regulation (EU) 2024/1689) and any equivalent UK legislation.
To support the Customer’s transparency, audit, and provenance obligations, Parakletos will, as scoped in the applicable Order Form, provide job-level records identifying matters such as the source file processed, the processing region, the processing stages performed, the class of model or provider used, the reviewer status (machine-only or named human review), the delivery artefacts produced, and the retention or deletion status of source and output. The specific metadata fields, formats, delivery method, and retention windows applicable to a given engagement are set out in the Order Form, and may be tailored to the Customer’s regulatory posture and audit requirements.
Parakletos may include machine-readable provenance metadata in output and will provide reasonable assistance, on request, to enable the Customer to meet its transparency obligations.
17. General
17.1 Governing Law
This Agreement is governed by, and construed in accordance with, the laws of England and Wales, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
17.2 Jurisdiction
Subject to Section 17.3, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. Nothing in this Agreement affects either party’s statutory right to bring or defend proceedings in another jurisdiction where required by law.
17.3 Notices
Notices under this Agreement must be in writing and sent to the registered address of the recipient or, for Parakletos, to legal@vakyya.com. Notices sent by email are deemed received on the next business day following transmission.
17.4 Assignment
Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the other party.
17.5 Subcontracting
Parakletos may subcontract performance of any part of the Service to sub-processors and other subcontractors, but remains responsible for performance under this Agreement. Sub-processors of personal data are governed by Section 8.3 and the DPA.
17.6 Entire Agreement
This Agreement, including the documents referenced in the order of precedence in Section 4.4, constitutes the entire agreement between the parties in respect of the Service and supersedes all prior negotiations, representations, and agreements. Each party acknowledges that it has not relied on any representation not expressly set out in this Agreement.
17.7 Severability
If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.
17.8 Waiver
A failure or delay by either party in exercising any right under this Agreement does not constitute a waiver of that right.
17.9 No Third-Party Beneficiaries
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
17.10 Force Majeure
Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labour disputes, internet or telecommunications outages, or natural disasters, provided that the affected party gives prompt notice and uses commercially reasonable efforts to mitigate.
17.11 Anti-Bribery and Sanctions
Each party warrants that it complies, and will comply, with the Bribery Act 2010 and applicable anti-corruption laws, and with applicable UK, EU, and US sanctions regimes. The Customer warrants that it is not located in, organised under the laws of, or controlled by a person in a comprehensively sanctioned country, and is not a sanctioned person or on any applicable denied-party list.
17.12 Counterparts
This Agreement may be executed in counterparts, each of which is an original and all of which together constitute the same instrument. Electronic signatures are valid and binding.
17.13 Amendments
Parakletos may amend these Terms from time to time. Material changes will be notified to the Customer in writing at least thirty days before they take effect. Where the Customer does not agree to a material change, the Customer’s sole remedy is to terminate the Agreement under Section 12.3 (Termination for Convenience), in which case Parakletos will refund any prepaid fees for the period after the effective termination date.
18. Contact
Parakletos AI Limited
First Floor, 85 Great Portland Street
London W1W 7LT
United Kingdom
Commercial and contract enquiries: sales@vakyya.com
Support: support@vakyya.com
Security and abuse: security@vakyya.com
Data protection: privacy@vakyya.com
Legal notices: legal@vakyya.com
Last updated: 22 May 2026.