Terms & Conditions of Sale and Master Services Agreement

These Terms & Conditions of Sale and Master Services Agreement, together with any applicable Order Form, Statement of Work, Product Schedule, Data Processing Addendum, Acceptable Use Policy, Privacy Policy, Service Level Schedule, and any other document expressly incorporated by reference, form a legally binding agreement between:

Newton Day Ltd, a company registered in England and Wales under company number 10638600, whose registered office is at 3rd Floor, 86–90 Paul Street, London, EC2A 4NE, referred to in this Agreement as “Newton Day”, “we”, “us”, or “our”,

and

the individual, company, organisation, public body, partnership, agency, institution, or other legal entity that accesses, purchases, subscribes to, receives, or uses the Services, referred to in this Agreement as “Customer”, “you”, or “your”.

Unless a separate written agreement signed by Newton Day expressly states otherwise, Newton Day Ltd is the contracting entity for all Newton Day-branded and Build Any-branded products, services, platforms, modules, applications, agents, tools, connectors, professional services, consultancy services, implementation services, managed services, support services, and future offerings.

Certain intellectual property, software, domain names, branding, platform components, workflows, designs, user interfaces, AI agent structures, templates, documentation, know-how, proprietary methods, and related rights used in or made available through the Services may be owned by Build Any Limited, a company registered in England and Wales under company number 16855496, and licensed or otherwise made available to Newton Day for use in providing the Services.

Nothing in this Agreement transfers ownership of any Newton Day, Build Any, or third-party intellectual property rights to you. Your rights are limited to the access and use rights expressly granted under this Agreement, any applicable Order Form, and any applicable Product Schedule.

This Agreement governs your access to and use of all current and future Newton Day and Build Any products, platforms, websites, software, applications, tools, modules, services, integrations, APIs, AI agents, workspaces, hosting services, professional services, consultancy services, implementation services, support services, managed services, and related offerings, including without limitation:

• BuildAnyFlipbook.com — digital publishing, hosting, flipbook creation, publication, sharing, analytics, and related publishing services;
• BuildAnyAI.com — single-user AI management, AI agent, prompting, orchestration, and LLM-agnostic AI tooling;
• BuildAnyAgency.com — team, agency, workspace, AI agent, user, permission, collaboration, and client-management services;
• BuildAnyStudio.com — creative workspace services for creating, editing, generating, publishing, and exporting documents, presentations, websites, text, images, digital assets, and related materials;
• BuildAnyStrategy.com — business strategy, planning, action framework, analysis, and enterprise execution support services;
• BuildAnyCampaign.com — marketing campaign planning, creation, management, automation, analysis, communication, and campaign support services;
• /Controller — governance, risk, policy, control, audit evidence, compliance workflow, regulatory mapping, and compliance management support services;
• /Connector — CRM, contact management, relationship management, communication, segmentation, synchronisation, and customer data management functionality;
• /Games — gamification, engagement, rewards, leaderboards, challenges, incentives, community participation, and behavioural engagement modules;
• /Keiretsu — vendor, partner, ideation, co-creation, community management, submission, collaboration, and supplier engagement services;
• /Projects — project, task, deadline, file, collaboration, workflow, work management, and project-tracking services;
• /FiveSmiles — cultural health and engagement “pulse” performance management system; and;
• any other Newton Day or Build Any branded or related product, service, platform, module, agent, integration, connector, feature, application, or successor service that we make available from time to time.

Together, these are referred to in this Agreement as the “Services” or the “Build Any Services”.

The Services may include one or more of the following:

• software-as-a-service subscriptions;
• online platform access;
• hosted software functionality;
• AI agents, AI workflows, AI-assisted tools, and LLM-agnostic model routing;
• CRM, communication, campaign, project, governance, publishing, and collaboration tools;
• digital content hosting and publication services;
• professional services;
• onboarding, configuration, migration, integration, implementation, and consultancy services;
• managed services;
• training, support, maintenance, and technical assistance;
• bespoke development or configuration services; and
• any other service described in an Order Form, Statement of Work, proposal, invoice, service description, or written agreement accepted by Newton Day.

Specific commercial terms, product features, subscription tiers, usage limits, service levels, implementation arrangements, deliverables, support terms, fees, and payment obligations may be set out in an applicable Order Form, Statement of Work, Product Schedule, or other written document agreed between the parties.

You accept this Agreement and agree to be bound by it when you do any of the following:

• create an account;
• click “I agree”, “Accept”, “Subscribe”, “Purchase”, “Continue”, or a similar button;
• access or use any Service;
• upload, import, generate, publish, transmit, store, process, or manage any content or data through the Services;
• invite users to a workspace or account;
• sign or accept an Order Form, Statement of Work, proposal, invoice, or similar document;
• pay for a subscription or professional service; or
• otherwise indicate acceptance of this Agreement.

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

If you access or use the Services on behalf of a company, organisation, agency, public body, partnership, client, employer, or other legal entity, you represent and warrant that:

• you have authority to bind that entity to this Agreement;
• that entity agrees to be legally bound by this Agreement;
• you will ensure that all authorised users, administrators, contractors, employees, agents, clients, collaborators, and third parties invited by you comply with this Agreement; and
• references to “you” and “Customer” in this Agreement include both you and the entity on whose behalf you are acting.

If you do not have authority to bind the relevant entity, you must not accept this Agreement or use the Services on its behalf.

The Services are primarily intended for business, professional, organisational, educational, enterprise, agency, and commercial use.

For the purposes of this Agreement:

• a “Business Customer” means a Customer using the Services wholly or mainly for business, trade, professional, organisational, public-sector, charitable, educational, or commercial purposes; and
• a “Consumer” means an individual using the Services wholly or mainly for personal purposes outside their trade, business, craft, or profession.

Certain provisions of this Agreement apply differently depending on whether you are a Business Customer or a Consumer. Nothing in this Agreement limits or excludes any statutory rights that cannot lawfully be limited or excluded under applicable consumer protection law.

You must be at least 18 years old, or the age of legal majority in your jurisdiction if higher, to create an account, purchase a subscription, or use the Services.

The Services are not intended for use by children and are not intended to process children's personal data. You must not submit, upload, process, store, generate, publish, manage, or transmit children's personal data through the Services unless:

• Newton Day has expressly agreed to this in writing;
• the relevant Service documentation expressly permits it;
• you have a lawful basis to process such data;
• appropriate parental, guardian, school, institutional, or legal consents have been obtained where required;
• appropriate safeguarding and data protection measures are in place; and
• all applicable laws relating to children, privacy, online safety, safeguarding, education, marketing, and digital services are complied with.

We may suspend or restrict any account, workspace, content, workflow, campaign, or processing activity that appears to involve children's data in breach of this Agreement or applicable law.

You may purchase or receive Services under one or more order forms, statements of work, online checkout flows, invoices, proposals, service descriptions, subscription confirmations, or other written ordering documents accepted by Newton Day.

Each Subscription, Order Form or Statement of Work may specify, as applicable:

• the Services ordered;
• the subscription tier or package;
• the number of users, workspaces, agents, records, contacts, projects, campaigns, publications, storage limits, usage limits, or other applicable usage metrics;
• fees, charges, taxes, and payment terms;
• the subscription term and renewal term;
• implementation, configuration, migration, consultancy, or professional services;
• deliverables, milestones, dependencies, and acceptance criteria;
• service levels or support commitments;
• special security, data protection, or compliance requirements;
• product-specific terms; and
• any agreed amendments to this Agreement.

Each Order Form and Statement of Work forms part of this Agreement once accepted by Newton Day.

If there is a conflict or inconsistency between documents forming part of this Agreement, the following order of precedence applies unless expressly stated otherwise in a signed written agreement:

• a separately signed written agreement between Newton Day and the Customer;
• the applicable Order Form or Subscription;
• the applicable Statement of Work;
• any applicable Product Schedule;
• the Data Processing Addendum;
• the Acceptable Use Policy;
• these main Terms & Conditions of Sale and Master Services Agreement;
• the Privacy Policy; and
• any online help text, FAQs, product descriptions, marketing materials, or website content.

Marketing materials, brochures, website descriptions, product demonstrations, roadmaps, beta descriptions, and sales materials are provided for general information only and do not amend this Agreement unless expressly incorporated into an Order Form or signed written agreement.

Enterprise Customers may enter into additional or alternative written terms with Newton Day, including negotiated provisions relating to security, data protection, confidentiality, audit rights, liability, indemnities, service levels, implementation, professional services, support, regulatory requirements, or sector-specific obligations.

Where Enterprise Terms are agreed in writing and signed by authorised representatives of both parties, those Enterprise Terms will prevail over conflicting provisions in this Agreement to the extent of the conflict.

Unless and until Enterprise Terms are signed by both parties, this Agreement applies in full.

Some Services have additional product-specific requirements, restrictions, or legal obligations. These may include additional terms for:

• AI services and AI agents;
• public publishing and user-generated content;
• CRM and contact management;
• marketing campaigns and electronic communications;
• governance, risk, policy, audit, and compliance workflows;
• gamification, rewards, leaderboards, competitions, and incentives;
• vendor, partner, community, and co-creation services;
• project and workspace collaboration;
• integrations and third-party systems;
• professional services and implementation; and
• beta, pilot, trial, or early-access products.

You must comply with all applicable Product Schedules and product-specific rules. If you use a Service with product-specific terms, those terms apply in addition to this Agreement.

We may make certain Services available on a free, trial, beta, pilot, preview, early-access, demonstration, or evaluation basis.

Unless expressly agreed otherwise:

• trial, free, beta, pilot, preview, early-access, demonstration, and evaluation Services are provided as is and as available;
• they may be modified, suspended, withdrawn, or terminated at any time;
• they may be subject to additional limitations, usage caps, reduced support, reduced availability, or feature restrictions;
• they may not be suitable for production, regulated, confidential, personal data-heavy, high-risk, or business-critical use; and
• we are not obliged to make any beta, pilot, preview, or early-access feature generally available.

You must not use beta or evaluation Services for live operational, regulated, safety-critical, customer-facing, or production purposes unless Newton Day expressly agrees in writing.

You are responsible for:

• all activity under your accounts, subscriptions, workspaces, users, administrators, API keys, integrations, agents, campaigns, CRM records, publications, projects, and credentials;
• ensuring that all authorised users comply with this Agreement;
• configuring appropriate access rights, permissions, workspace controls, user roles, administrator privileges, sharing settings, and security controls;
• ensuring that only authorised persons access confidential information, personal data, regulated data, customer data, client data, or commercially sensitive data;
• promptly disabling access for users who no longer require access; and
• notifying us without undue delay if you suspect unauthorised access, credential compromise, security misuse, or breach of this Agreement.

We are not responsible for losses arising from your failure to manage your users, permissions, credentials, devices, integrations, or internal access controls.

Unless expressly stated in a signed written agreement, any support, guidance, suggestions, templates, AI outputs, examples, workflows, dashboards, reports, compliance mappings, campaign suggestions, strategy outputs, or other information provided through the Services are for general informational and operational support purposes only.

They do not constitute legal, regulatory, financial, tax, investment, accounting, employment, medical, safety, insurance, audit, certification, or other professional advice. You remain responsible for obtaining appropriate professional advice where needed and for making your own decisions.

The following documents are incorporated into this Agreement by reference, where applicable:

• the Acceptable Use Policy;
• the Data Processing Addendum;
• the Privacy Policy;
• the Security Measures Schedule;
• the AI Use Policy;
• the Sub-Processor and Third-Party Provider Policy;
• the Content Moderation, Notice and Takedown Procedure;
• the Data Retention Schedule;
• any applicable Product Schedule;
• any applicable Service Level Schedule; and
• any applicable Order Form or Statement of Work.

By using the Services, you agree to comply with all documents incorporated into this Agreement.

Newton Day Ltd provides a portfolio of software, platform, artificial intelligence, automation, publishing, creative, campaign, customer relationship management, governance, collaboration, community, project management, consultancy and related services under the Newton Day and Build Any brands.

These Terms apply to all products, services, websites, software, platforms, applications, tools, modules, APIs, AI agents, workspaces, hosting services, integrations, support services, professional services and related offerings provided by or on behalf of Newton Day Ltd, whether made available now or in the future.

For the purposes of these Terms, the “Build Any Services” means all Newton Day and Build Any branded services, including but not limited to:

• BuildAnyFlipbook.com — a polymorphic publishing platform for uploading, converting, hosting, publishing, sharing and analysing digital publications and interactive documents.
• BuildAnyAI.com — an LLM-agnostic single-user AI management system for managing, prompting, configuring and using AI systems, agents and workflows.
• BuildAnyAgency.com — an LLM-agnostic team and agency management system for managing users, AI agents, workflows, permissions, workspaces, teams and client-related activity.
• BuildAnyStudio.com — a creative workspace for creating, editing, generating, publishing and exporting documents, websites, presentations, digital assets, text, images and other materials.
• BuildAnyStrategy.com — an enterprise action framework for strategic planning, business analysis, decision-support, task structuring and organisational execution.
• BuildAnyCampaign.com — a marketing and campaign management system for planning, creating, managing, sending, integrating, analysing and supporting marketing activities and communications.
• BuildAnyController — a governance, risk, policy and compliance platform for supporting compliance workflows, control mapping, risk tracking, policy management, evidence gathering and reporting.
• /Connector — a customer relationship management and contact management solution, including functionality for storing, importing, synchronising, segmenting, managing and communicating with contacts.
• /Games — a gamification module for creating engagement, incentive, reward, points, challenge, leaderboard and participation-based experiences.
• /Keiretsu — a vendor ideation, co-creation, community and partner management system for managing submissions, collaboration, supplier engagement and innovation activity.
• /Projects — a project and work management system for creating, assigning, managing and tracking tasks, documents, deadlines, collaborators, files and project-related information.
• /FiveSmiles — cultural health and engagement “pulse” performance management system; and;
• Any related, successor, replacement, renamed, bundled, beta, pilot, private preview, experimental, enterprise, professional services, implementation, consultancy, managed service, support, API, integration, module, connector, agent, feature, tool or service offered by Newton Day Ltd.

Unless an Order Form, Statement of Work, enterprise agreement or other written agreement signed by Newton Day Ltd expressly states otherwise, the Build Any Services are provided by:

Newton Day Ltd Registered in England and Wales under company number 10638600 Registered office: 3rd Floor, 86–90 Paul Street, London, EC2A 4NE, United Kingdom.

You contract with Newton Day Ltd for all Newton Day and Build Any branded products and services covered by these Terms.

Certain intellectual property, software, brand assets, domain names, platform components, tools, workflows, AI agents, system prompts, templates, interfaces, designs, documentation, know-how, configurations and related rights used in the Build Any Services may be owned by Build Any Limited, registered in England and Wales under company number 16855496, and licensed to Newton Day Ltd or otherwise made available for use in providing the Build Any Services. Nothing in these Terms transfers ownership of those rights to you.

The Build Any Services may include access to cloud-hosted software, SaaS subscriptions, online workspaces, AI-enabled tools, hosted publications, dashboards, databases, automation features, content creation tools, CRM functionality, campaign tools, governance workflows, collaboration spaces, reporting tools, APIs and integrations.

Subject to your compliance with these Terms, payment of all applicable fees and any limits in your Subscription Plan, Order Form or Statement of Work, Newton Day Ltd grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the applicable Build Any Services during the relevant subscription term or service period.

You may use the Build Any Services only:

• for your own lawful internal business, professional or personal purposes;
• in accordance with these Terms, any applicable Order Form, Statement of Work, product-specific terms, documentation and Acceptable Use Policy;
• within the usage limits, account limits, storage limits, user limits, feature limits, API limits, workspace limits and subscription tier applicable to your account; and
• in compliance with all laws and regulations applicable to you, your users, your content, your customers, your data subjects, your target audiences and your use of the Build Any Services.

In addition to SaaS subscriptions and software access, Newton Day Ltd may provide professional services, implementation services, consultancy, configuration, onboarding, migration, training, support, managed services, custom development, workflow design, AI agent configuration, compliance support, campaign setup, content services, strategic advisory support or other services.

Professional services will be provided only where agreed in an applicable Order Form, Statement of Work, proposal, quotation, service schedule or other written agreement.

Unless expressly agreed otherwise in writing:

• professional services are provided on a reasonable skill and care basis;
• any timelines, milestones or delivery dates are estimates only;
• you are responsible for providing timely access, information, approvals, content, data, systems, personnel and decisions required for delivery;
• Newton Day Ltd is not responsible for delays caused by your failure to provide required information, access, materials, approvals or cooperation;
• consultancy, compliance support, strategy support, AI support, campaign support and implementation support do not constitute legal, regulatory, financial, investment, tax, medical, audit, assurance or other regulated professional advice; and
• deliverables may be subject to separate acceptance criteria, usage rights, fees, dependencies and assumptions stated in the relevant Order Form or Statement of Work.

Your access to and use of particular Build Any Services may be governed by one or more of the following:

• these Terms;
• an Order Form;
• a Statement of Work;
• a Subscription Plan;
• a product schedule;
• enterprise terms;
• a Data Processing Addendum;
• service level terms;
• security terms;
• a support plan;
• an acceptable use policy;
• third-party provider terms; or
• any other written agreement or product-specific terms made available by Newton Day Ltd.

If there is a conflict between these Terms and an Order Form or Statement of Work, the Order Form or Statement of Work will prevail only to the extent of that conflict and only for the specific services covered by it.

If there is a conflict between these Terms and any product-specific terms, the product-specific terms will prevail only in relation to the relevant product, module or feature.

Enterprise customers may be offered separate or supplemental enterprise terms, including negotiated provisions relating to liability, security, data protection, service levels, support, professional services, audit rights, confidentiality, implementation and termination.

Newton Day Ltd may continue to develop, update, improve, reconfigure, rename, replace, suspend, withdraw or discontinue any part of the Build Any Services from time to time.

The Build Any Services are modular and may evolve as business, technical, legal, regulatory, security and customer requirements change. Features may be released, withdrawn, modified or made available in beta, pilot, limited access, private preview, enterprise-only or paid add-on form.

We may make changes to the Build Any Services where we consider it necessary or desirable, including to:

• improve performance, functionality, usability, accessibility or security;
• address legal, regulatory, safety, privacy, security or compliance requirements;
• respond to changes in AI models, third-party providers, hosting providers, integrations or sub-processors;
• prevent misuse, fraud, spam, security threats, unlawful activity or policy breaches;
• maintain, upgrade or replace technology infrastructure;
• correct defects, vulnerabilities, bugs or errors;
• manage capacity, availability or operational risk;
• introduce new features, modules, services, workflows or products; or
• retire outdated, experimental, unsupported or commercially impractical features.

Where a change materially reduces the core functionality of a paid service during a current paid subscription term, we will use reasonable efforts to provide advance notice where practicable, unless the change is required urgently for legal, security, safety, third-party provider or operational reasons.

From time to time, Newton Day Ltd may offer beta, preview, trial, experimental, early access, pilot or evaluation features.

Beta features are provided for testing, early access and evaluation only. They may be incomplete, unstable, inaccurate, unavailable, withdrawn, changed or discontinued at any time. They may be subject to additional restrictions, usage limits, confidentiality obligations or product-specific terms.

Unless expressly agreed otherwise in writing, beta features are provided “as is” and without any service level commitment, warranty, rebate, support obligation or guarantee of future availability.

You must not rely on beta features for business-critical, safety-critical, regulated, compliance-critical, legal, financial, healthcare, employment, credit, housing, education, insurance, migration, criminal justice or other high-impact decisions.

Some Build Any Services include artificial intelligence, automation, model routing, AI agents, content generation, summarisation, transformation, classification, recommendation, workflow automation, decision-support or other AI-enabled features.

The Build Any Services may be LLM-agnostic and may connect to, route requests through, or interoperate with third-party AI model providers, AI infrastructure providers, vector databases, search systems, automation tools or other third-party systems.

AI-enabled features may process prompts, instructions, uploaded files, documents, content, metadata, system configurations, workflow data, CRM data, campaign data, project data, governance records, user messages, outputs and other information submitted through the Build Any Services.

AI outputs may be inaccurate, incomplete, biased, outdated, offensive, misleading, unsuitable for your purpose or legally problematic. You are responsible for reviewing, testing, validating and approving all AI outputs before relying on them, publishing them, sending them, using them in business processes, or using them to make or support decisions.

The Build Any Services do not provide legal, regulatory, financial, investment, tax, accounting, medical, health, safety-critical, employment, insurance, audit, assurance or other regulated professional advice. You must obtain advice from a suitably qualified professional before relying on outputs in those areas.

Certain Build Any Services, including Connector and BuildAnyCampaign, may allow you to create, send, schedule, automate, analyse, integrate with or support electronic communications, including emails, SMS messages, notifications or other digital communications.

These communications may be sent directly through Newton Day Ltd or Build Any systems, through third-party communication providers, or through integrations with third-party email marketing, CRM, messaging, automation or campaign platforms.

You are solely responsible for ensuring that all communications, campaigns, contact lists, audience segments, targeting, messaging, claims, endorsements, unsubscribe mechanisms, suppression lists and sender information comply with applicable laws, regulations and codes, including privacy, electronic communications, marketing, advertising, consumer protection, anti-spam and data protection laws.

You must not use the Build Any Services to send spam, unlawful direct marketing, deceptive communications, unlawful automated messages, misleading claims, fake sender information or messages to persons for whom you do not have the required consent, lawful basis or permission.

BuildAnyController and any related governance, risk, policy, control, compliance, audit support or regulatory workflow tools are designed to support compliance management and organisational governance activities.

These services may assist with mapping obligations, generating policies, tracking controls, recording evidence, assigning actions, monitoring tasks, producing dashboards, creating reports, identifying risks, maintaining registers and supporting internal compliance workflows.

However, use of Build Any Services (including, but not limited to BuildAnyController) does not guarantee legal, regulatory, operational, audit, certification or compliance outcomes. They do not replace legal advice, regulatory advice, board oversight, management judgement, professional assurance, internal controls, audits, certification, risk assessment or independent compliance review.

You remain solely responsible for determining your own legal and regulatory obligations, implementing appropriate controls, assessing risk, maintaining evidence, making compliance decisions, obtaining professional advice where required and ensuring that your organisation complies with applicable laws and standards.

Connector and related CRM features may enable you to store, import, synchronise, enrich, segment, manage, export, analyse and use customer, prospect, supplier, partner, employee or other relationship data.

You are responsible for ensuring that you have a lawful basis and all required notices, consents, permissions and contractual rights to collect, upload, import, store, synchronise, enrich, contact, profile, segment, export and otherwise process any CRM records or contact data.

You must not upload purchased, scraped, harvested, leaked, stolen, unlawfully obtained or unauthorised contact lists.

You are responsible for ensuring that CRM data is accurate, kept up to date, lawfully retained, securely managed and deleted where required by applicable law or by your own policies.

Some Build Any Services may allow you or your authorised users to publish, share, embed, display, distribute, comment on, collaborate on, interact with, submit or make content available to other users, customers, communities, readers, partners or the public.

Where you make content publicly available, you acknowledge that it may be accessible globally and may be subject to laws in jurisdictions outside the United Kingdom.

You are solely responsible for the legality, accuracy, rights clearance, moderation, classification, labelling, accessibility and compliance of any content you upload, publish, share or make available through the Build Any Services.

Newton Day Ltd is not the publisher, editor or author of your content unless expressly stated otherwise in writing. We may, however, review, remove, restrict, disable, label, de-index, suspend, preserve or report content where we consider it necessary or appropriate under these Terms, our Acceptable Use Policy, applicable law, legal process, regulatory expectation or platform safety requirements.

The Build Any Services may integrate or interoperate with third-party websites, software, systems, models, APIs, plugins, applications, hosting providers, payment processors, communication providers, CRM platforms, analytics tools, cloud storage providers, productivity tools, AI providers, data services or other third-party products.

Third-party services are not controlled by Newton Day Ltd. Your use of third-party services may be subject to separate terms, privacy policies, data processing terms, acceptable use policies, fees, usage limits and technical requirements.

Unless expressly agreed otherwise in writing:

• third-party services are used at your own risk;
• Newton Day Ltd is not responsible for the acts, omissions, availability, performance, security, legality, accuracy, outputs, data handling or continued availability of third-party services;
• we do not guarantee that integrations will remain available, compatible or unchanged;
• we may suspend, disable or remove integrations where necessary for legal, security, operational, commercial or third-party provider reasons; and
• you are responsible for ensuring that you have authority to connect, transfer data to, receive data from and use any third-party service with the Build Any Services.

These Terms are intended to apply to both current and future Newton Day and Build Any products and services.

If Newton Day Ltd releases new products, modules, agents, features, connectors, tools, APIs, professional services, managed services, enterprise offerings or related services, those offerings will be treated as Build Any Services unless separate terms are issued.

Newton Day Ltd may add product-specific terms for new offerings. Your continued use of the relevant product, module or service after such terms are made available will constitute acceptance of those product-specific terms, subject to any mandatory legal rights you may have.

You are responsible for how you configure, administer and use the Build Any Services.

This includes responsibility for:

• selecting appropriate products, subscription plans, permissions and settings;
• inviting, managing and removing authorised users;
• configuring workspaces, access controls, sharing permissions and publication settings;
• reviewing AI prompts, outputs, automations, workflows and generated materials;
• ensuring that your content, campaigns, CRM records, projects, governance data and publications are lawful and accurate;
• ensuring that use of the Build Any Services complies with your internal policies and applicable laws;
• maintaining your own backups and records where necessary;
• ensuring that confidential information and personal data are shared only with authorised users and appropriate third-party systems;
• obtaining all required licences, consents, notices, rights and permissions; and
• supervising your employees, contractors, administrators, collaborators, clients, agents and other authorised users.

The Build Any Services are tools designed to support productivity, publishing, creativity, communication, collaboration, governance, strategy, campaign management, CRM activity, AI management and operational workflows.

Unless expressly agreed in writing, Newton Day Ltd does not guarantee that use of the Build Any Services will:

• increase revenue, profit, leads, sales, engagement or business performance;
• ensure legal, regulatory, security, accessibility, marketing, privacy or compliance compliance;
• prevent errors, omissions, misuse, unlawful content, data loss, security incidents, customer complaints or regulatory action;
• produce accurate, complete or suitable AI outputs;
• achieve any campaign, strategy, governance, risk, audit, certification or operational outcome;
• ensure successful delivery of any project, publication, communication, promotion or business objective; or
• replace professional judgement, legal review, regulatory advice, audit, assurance, management oversight or internal controls.

You remain responsible for all decisions, actions and omissions arising from your use of the Build Any Services.

Your use of the Build Any Services may be subject to usage limits, storage limits, file size limits, seat limits, workspace limits, publication limits, API limits, rate limits, AI usage limits, campaign limits, contact limits, email or messaging limits, support limits, fair use thresholds or other restrictions.

These limits may be set out in your Subscription Plan, Order Form, Statement of Work, documentation, dashboard, service description or product-specific terms.

We may monitor usage to manage performance, security, abuse prevention, capacity, billing, fair use and compliance. If your usage exceeds applicable limits or materially affects the performance, security or availability of the Build Any Services, we may require you to reduce usage, purchase additional capacity, upgrade your plan, modify your configuration or accept reasonable technical controls.

Unless expressly agreed in writing by Newton Day Ltd, you must not:

• resell, sublicense, rent, lease, distribute, white-label or commercially exploit the Build Any Services;
• provide the Build Any Services as a bureau service, managed service or outsourced service for third parties;
• embed the Build Any Services into a third-party product or commercial offering;
• use the Build Any Services to build, train, improve, benchmark or support a competing product, AI model, AI agent system, workflow engine, publishing platform, CRM system, campaign platform, GRC system or automation framework;
• copy, extract, reverse engineer, decompile, scrape or reproduce any part of the Build Any Services, including platform structure, prompts, workflows, templates, agents, designs, interfaces, system architecture or configurations;
• remove proprietary notices or branding; or
• use the Build Any Services in any way not expressly permitted by these Terms.

If you enter into a separate written agreement with Newton Day Ltd for enterprise services, custom implementation, professional services, managed services, data processing, security commitments, service levels, support, custom integrations or bespoke commercial terms, that separate agreement will apply to the services expressly covered by it.

These Terms will continue to apply to the extent they are not inconsistent with the separate written agreement.

No purchase order, procurement document, invoice note, vendor portal term or other customer document will modify these Terms unless expressly accepted in writing by Newton Day Ltd.