Legal

Platform Terms of Service

The legally binding agreement between your business and BroomAI that governs your use of the platform. By registering, accepting, connecting a store, deploying an AI Agent, or using the platform in any way, you agree to these Terms.

Product: BroomAI — AI workforce for e-commerce sellers Last updated: 19 June 2026 Version: 4.0

IMPORTANT — PLEASE READ CAREFULLY. These Terms contain material liability limitations, exclusions of claims, an arbitration clause (US users), and a class-action waiver. BroomAI is an early-access product offered to selected business customers under controlled conditions. By registering, clicking "Accept", connecting a store, deploying an AI Agent, or using the platform in any way, you agree to be legally bound by these Terms. If you do not agree, do not use the platform.

1. Introduction and acceptance

1.1 These Terms of Service ("Terms") constitute a legally binding agreement between BroomAI Ltd (company number: [to be inserted upon incorporation]) ("BroomAI", "we", "us", "our"), a company registered in England and Wales and operator of the BroomAI platform at https://broom-ai.com, and any business entity or individual ("Business", "Customer", "you", "your") that registers for, accesses, connects a store to, or uses the BroomAI Platform, including all AI Agents, APIs, features, tools, and services, together with any order form, subscription plan, Data Processing Agreement, or other document incorporated by reference.

1.2 BroomAI is an early-access product offered to a selected group of business customers under controlled onboarding conditions. As with all early-access software, certain features may evolve, be refined, or be adjusted over time based on customer feedback and operational experience. The Platform may be extended, adapted, or updated and some features may change. By using the Platform, you accept this early-access status and the associated operational context. Nothing in this clause reduces the applicability of the liability limitations and exclusions set out in these Terms.

1.3 By registering, clicking to accept, connecting a store, deploying an AI Agent, or otherwise accessing or using the Platform, you confirm you have read, understood, and agreed to be bound by these Terms. If entering into these Terms on behalf of a company or other entity, you represent you are authorised to bind that entity.

1.4 These Terms apply exclusively to business-to-business relationships. The Platform is not intended for use by consumers acting outside a trade, business, or profession. By accepting, you confirm you are acting in the course of a trade or business and are not a consumer.

1.5 You are solely responsible for determining whether the Platform is appropriate for your business, products, customers, suppliers, legal obligations, and risk appetite. Where these Terms conflict with a mandatory consumer-protection law that applies to you, that law controls only to the minimum extent of the conflict; all other provisions remain in full force.

1.6 If you do not accept these Terms in their entirety, you must immediately cease all use of the Platform and close your account.

2. Definitions

The following defined terms apply throughout these Terms:

Agent Action: Any task, instruction, decision, transaction, communication, order, message, process, or other act initiated, executed, or completed by an AI Agent, whether autonomously or in response to a prompt, including drafting customer communications, placing purchase orders, amending inventory, issuing refunds, or modifying pricing.
AI Agent: Any artificial intelligence-driven automated software entity, digital employee, chatbot, or intelligent automation tool made available through the Platform, including Ava (General Manager), Jim (Shipping), Sarah (Customer Support), Maya (Inventory), Kai (Analytics), and any successor, replacement, or additional agents.
AI Outputs: Any text, recommendation, summary, analysis, message, draft, response, decision, instruction, action, automation, or other content generated, suggested, or performed by or through the Platform or any AI Agent, including all Agent Actions and their consequences. AI Outputs may not be unique and may be similar or identical to outputs generated for other users.
Applicable Law: All applicable laws, regulations, rules, and requirements of any governmental or regulatory authority, including data protection laws, consumer laws, e-commerce regulations, anti-spam laws, sanctions laws, Marketplace platform policies, and payment processor terms.
Approval-Gated Action: An Agent Action that requires the Business's explicit prior approval before execution, as described in the propose → approve → execute model in Section 4.4.
Beta Feature: Any feature, AI Agent, workflow, integration, or functionality offered on a free trial, early-access, pilot, pre-release, or experimental basis.
BroomAI Technology: All rights, title, and interest in and to the Platform, including all AI Agents, software, algorithms, machine learning models, orchestration logic, workflows, interfaces, documentation, designs, trade marks, know-how, usage data, and all Intellectual Property Rights therein.
Business Data: All data, content, and information provided to, accessed by, processed by, or generated through the Platform by or on behalf of the Business, including store data, order data, product and inventory data, customer personal data, vendor data, financial data, communications, credentials, and configurations.
Confidential Information: Any non-public business, technical, financial, or operational information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be so, excluding information that is publicly available, already known, independently developed, or lawfully received from a third party.
Harmful Output: Any AI Output or Agent Action that results or may result in loss, damage, harm, cost, liability, or negative impact on the Business, its customers, vendors, partners, Marketplaces, or any Third Party.
Integrated Service: Any third-party platform, service, application, or tool connected to or used with the Platform, including Shopify, Gmail, Telegram, and any other integration available on the Platform.
Marketplace: Any third-party e-commerce marketplace or selling channel (including Amazon, eBay, Etsy, Google Shopping, TikTok Shop) through which the Business sells or lists products and in connection with which AI Agents may operate.
Platform: The BroomAI software-as-a-service platform, website, applications, APIs, AI Agents, and all associated features, content, tools, and services operated by BroomAI and accessible via broom-ai.com.
Store: The Business's e-commerce store or retail operation connected to the Platform via an Integrated Service.
Subscription Fee: The periodic fee payable for access to the Platform as set out on the BroomAI pricing page or in any order form.
Third Party: Any person or entity other than BroomAI and the Business, including the Business's customers, end-users, vendors, suppliers, logistics providers, payment processors, Marketplaces, and partners.

3. Eligibility and account registration

3.1 To use the Platform, you must be at least 18 years of age, have legal capacity to contract, and be acting in the course of a trade, business, or profession. BroomAI operates a controlled onboarding process; access is subject to approval by BroomAI.

3.2 You are solely responsible for: (a) providing accurate, complete, and current registration information; (b) maintaining the confidentiality and security of your account credentials, API keys, and access tokens; (c) all activities occurring under your account; and (d) any harm resulting from unauthorised access arising from your failure to maintain adequate security.

3.3 You must notify BroomAI immediately at contact@broom-ai.com of any unauthorised use of your account. BroomAI is not responsible for any loss, damage, or unauthorised action arising from your failure to maintain account security.

3.4 BroomAI may refuse registration, suspend, restrict, or terminate any account at its absolute discretion, with or without notice.

4. Licence grant and services

4.1 Subject to these Terms and payment of Subscription Fees, BroomAI grants the Business a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for the Business's internal e-commerce operations during the term.

4.2 The Platform provides AI Agents that may assist with: order processing and fulfilment; customer support communications; inventory management; analytics and reporting; vendor communications; shipping workflows; Marketplace management; and general operational management. Scope and capabilities vary by subscription tier and may be updated or withdrawn at any time.

4.3 BroomAI reserves the right to add, remove, suspend, modify, rename, replace, or discontinue any feature, AI Agent, or integration at any time without liability. BroomAI will use commercially reasonable efforts to provide advance notice of material changes where practicable.

4.4 Every action that changes the Store or sends an outbound communication is intercepted and held for the Business's explicit approval before it executes (the propose → approve → execute model). Certain Agent Actions are designated Approval-Gated Actions. The Business acknowledges that: (a) not all Agent Actions may be Approval-Gated; (b) AI Agents may also take autonomous actions at the Business's direction; (c) BroomAI does not guarantee that any particular class of action will be Approval-Gated; and (d) the Business remains solely responsible for all Agent Actions regardless of whether approval was sought.

4.5 The Platform does not replace human judgement, professional advice, legal review, commercial decision-making, accounting advice, tax advice, or operational management.

5. Nature and limitations of AI Agents

5.1 Legal Status. AI Agents are software tools, not employees, contractors, agents, advisors, or legal representatives of BroomAI or the Business.

5.2 Non-Deterministic Behaviour. AI Agents use machine learning and probabilistic reasoning. Their outputs are inherently variable and non-deterministic and cannot be guaranteed to be consistent or reproducible across sessions.

5.3 No Accuracy Guarantee. AI Agent outputs may be incomplete, outdated, unsuitable, misleading, or unexpected. The Business should not rely on the Platform as its sole source of truth for any decision with financial, legal, or operational consequences. The Business relies on all AI Agent outputs entirely at its own risk.

5.4 Hallucinations. AI systems are known to produce erroneous, fictitious, or confabulated outputs. BroomAI disclaims all liability for such outputs and their consequences.

5.5 No Professional Advice. Nothing from any AI Agent constitutes legal, financial, tax, accounting, or other professional advice.

5.6 Autonomous Operation. AI Agents may operate when the Business is not actively monitoring the Platform. The Business accepts full sole responsibility for all Agent Actions taken on its behalf.

5.7 Non-Uniqueness. AI Outputs may not be unique and may be similar or identical to outputs generated for other customers. BroomAI makes no representation that any AI Output is original or exclusively generated for the Business.

5.8 Human Oversight Obligation. The Business is solely responsible for: (a) reviewing Agent communications with customers, vendors, and Third Parties; (b) auditing inventory changes and reorder recommendations; (c) reviewing financial implications of Agent Actions; (d) monitoring customer-facing communications for accuracy and legal compliance; (e) implementing approval thresholds, spending limits, refund limits, inventory controls, and Marketplace safeguards; and (f) ensuring AI Agents are not permitted to perform high-risk, irreversible, regulated, or financially material actions without appropriate human approval.

5.9 Model Updates. BroomAI may modify, retrain, update, or replace the underlying AI models at any time without notice. BroomAI accepts no liability for any adverse impact.

6. AI Outputs and risk allocation

6.1 The Business is solely responsible for all AI Outputs and all consequences of using, relying on, publishing, sending, approving, implementing, or failing to review them.

6.2 The Business must independently review and validate all AI Outputs before permitting them to take effect in the Store, any Integrated Service, or any Third-Party communication.

6.3 The Business is solely responsible for determining the permissions, access rights, and authority granted to AI Agents, including whether an AI Agent should be permitted to: (a) send communications to customers, suppliers, vendors, Marketplaces, or Third Parties; (b) approve, reject, cancel, refund, discount, fulfil, or amend orders; (c) create, amend, or submit purchase orders; (d) change pricing, inventory, product descriptions, availability, promotions, or shipping settings; (e) access customer personal data or confidential Business information; or (f) interact with payment, fulfilment, Marketplace, or logistics systems.

6.4 Risk Allocation — Business Operational Outcomes. The following categories of business outcome fall within the Business's own operational risk and responsibility as the entity that controls, deploys, monitors, and approves AI Agent activity. BroomAI's liability for these outcomes is excluded in full under Section 13:

Inventory and procurement outcomes, including stock recommendation accuracy, reorder quantities, and purchase orders;
Shipping and fulfilment outcomes, including the accuracy of fulfilment instructions, logistics selections, and tracking communications;
Customer service outcomes, including refund, discount, cancellation, and resolution decisions made or recommended by AI Agents and the customer relationships arising from them;
Pricing, product, and promotional accuracy, including any incorrect price, tax, delivery, availability, or promotional information;
Customer relationship outcomes, including customer satisfaction, complaints, and payment disputes;
Vendor and supplier relationship outcomes, including the commercial and financial consequences of AI Agent vendor communications;
Marketplace account standing, including any assessment, restriction, or sanction by a Marketplace arising from AI Agent activity conducted on the Business's behalf;
Brand and reputation outcomes arising from AI Agent communications or actions;
Business continuity, including operational disruptions arising from AI Agent activity;
Revenue and profitability outcomes, including lost profits, revenue, goodwill, or commercial opportunities;
Regulatory and third-party exposure, including claims or enforcement action arising from the use of AI Outputs; and
Any other commercial impact arising from AI Agent recommendations, actions, omissions, or outputs, where the Business has (or should have had) human oversight of the relevant Agent Activity.

7. Business responsibilities

7.1 Compliance. You are solely responsible for ensuring your use of the Platform and all Agent Actions comply with Applicable Law including consumer protection, data protection, anti-spam, advertising standards, Marketplace policies, and sector-specific regulations.

7.2 Customer Relationships. All AI Agent interactions with your customers are conducted on your behalf and in your name. You are solely responsible for all communications, representations, commitments, and promises made by AI Agents to your customers.

7.3 Vendor and Partner Relationships. All AI Agent interactions with vendors, suppliers, and partners are conducted on your behalf. You are solely responsible for all purchase orders, contracts, commitments, and financial consequences arising from Agent Actions with Third Parties.

7.4 Marketplace Responsibility. You are solely responsible for ensuring AI Agent Actions comply with all Marketplace terms, seller policies, and listing requirements.

7.5 Data Backup. You are solely responsible for maintaining independent backups of Business Data. The Platform must not be used as your sole system of record, archive, or backup.

7.6 Acceptable Use. You must not: (a) use the Platform unlawfully, fraudulently, or deceptively; (b) send spam, phishing, or unlawful marketing via AI Agents; (c) process special category personal data, health data, children's data, or payment card data through the Platform without BroomAI's prior written agreement; (d) reverse engineer, decompile, scrape, or misuse the BroomAI Technology; (e) use AI Outputs to develop, train, or improve any competing AI model, agent, or automation service; (f) introduce malware or harmful code; (g) bypass security controls or rate limits; or (h) use the Platform in any manner BroomAI considers harmful, unlawful, or inconsistent with its intended purpose.

8. Data, privacy and security

8.1 In providing the Platform, BroomAI processes Business Data. Processing is governed by the BroomAI Privacy Policy and Data Processing Agreement, both incorporated into these Terms by reference. In the event of conflict between these Terms and the DPA regarding personal data, the DPA prevails.

8.2 The Business is the data controller for personal data of its customers and Third Parties processed through the Platform. BroomAI acts as data processor on the Business's behalf, subject to the DPA.

8.3 The Business is responsible for: (a) ensuring it has all rights, consents, and lawful bases for BroomAI to process Business Data; (b) providing all required privacy notices to data subjects; (c) ensuring all instructions and data comply with Applicable Law; (d) maintaining independent backups of Business Data; and (e) exporting any Business Data it requires before cancellation or termination.

8.4 Data Loss — Exclusion of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BROOMAI EXCLUDES ALL LIABILITY TO THE BUSINESS ARISING FROM OR RELATED TO ANY DATA LOSS, DATA LEAKAGE, DATA CORRUPTION, DATA BREACH, OR UNAUTHORISED DISCLOSURE OF BUSINESS DATA OR THIRD-PARTY PERSONAL DATA, HOWSOEVER ARISING, INCLUDING FROM AI AGENT ACTIVITY, TECHNICAL FAILURE, THIRD-PARTY SERVICE FAILURE, OR CYBERSECURITY INCIDENTS. THE BUSINESS ACCEPTS THESE RISKS AS PART OF USING AN AI-POWERED CLOUD PLATFORM AND MUST MAINTAIN INDEPENDENT BACKUPS AND SECURITY CONTROLS ACCORDINGLY.

8.5 BroomAI implements commercially reasonable technical and organisational security measures to protect Business Data. No security system guarantees absolute protection. BroomAI does not warrant that Business Data will be immune from unauthorised access, disclosure, deletion, corruption, or misuse.

8.6 The Business is responsible for its own security controls, including multi-factor authentication, access restrictions, permission reviews, independent backups, and incident response processes.

9. Intellectual property rights

9.1 BroomAI's IP. The BroomAI Technology is the exclusive intellectual property of BroomAI and its licensors. These Terms grant no rights in BroomAI's Intellectual Property Rights except the limited licence in Section 4.1.

9.2 Business Data. The Business retains ownership of Business Data. The Business grants BroomAI a non-exclusive, worldwide, royalty-free licence to access, process, store, and analyse Business Data for the purposes of providing, maintaining, securing, supporting, and improving the Platform and AI Agents. BroomAI may use anonymised, aggregated data for AI model improvement, benchmarking, and analytics.

9.3 AI Outputs. AI Outputs are generated on behalf of the Business. BroomAI makes no representation that AI Outputs are original, protectable, or free from third-party rights.

9.4 Restrictions. The Business must not copy, modify, decompile, reverse engineer, or create derivative works from any part of the BroomAI Technology, or use the Platform to develop any competing AI product or service.

9.5 Feedback. Any feedback provided to BroomAI may be used without restriction or compensation. The Business grants BroomAI an irrevocable, perpetual, royalty-free licence to use any Feedback.

10. Confidentiality

10.1 Each party agrees to hold the other's Confidential Information in strict confidence, to use it only for purposes permitted by these Terms, and not to disclose it to any third party without prior written consent.

10.2 Disclosure is permitted to employees, contractors, and advisors with a legitimate need to know, subject to equivalent confidentiality obligations, and as required by Applicable Law or court order.

10.3 BroomAI may use aggregated, anonymised, non-personally identifiable data derived from Business Data to improve the Platform, train AI models, and produce benchmarks.

11. Early-access, beta and free trial features

11.1 BroomAI may offer certain features or AI Agents on an early-access, free trial, pilot, pre-release, or experimental basis ("Beta Features"). Beta Features are offered to selected participants under controlled conditions for evaluation purposes. They are not part of the standard commercial Platform offering and may differ from the general release version.

11.2 Beta Features are subject to: (a) refinement, adjustment, or withdrawal at any time without notice; (b) additional limitations, usage restrictions, or separate terms as communicated by BroomAI; and (c) transition to paid access or removal from the Platform at BroomAI's sole discretion.

11.3 Early-Access and Beta — Complete Exclusion of Liability.

BETA FEATURES, FREE TRIAL ACCESS, PILOT FEATURES, AND ALL EARLY-ACCESS OR EXPERIMENTAL AI AGENTS ARE PROVIDED STRICTLY "AS IS" WITHOUT ANY WARRANTIES, INDEMNITIES, SERVICE-LEVEL COMMITMENTS, SUPPORT OBLIGATIONS, OR LIABILITY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BROOMAI'S TOTAL AGGREGATE LIABILITY IN RESPECT OF BETA FEATURES OR FREE/TRIAL ACCESS SHALL NOT EXCEED USD 100 / £100 IN AGGREGATE.

11.4 The Business must not use Beta Features for high-risk, business-critical, regulated, or irreversible workflows. All participation in Beta Features is entirely at the Business's own risk.

12. Disclaimers of warranties

12.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ALL AI AGENTS, ALL AI OUTPUTS, INTEGRATIONS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS", WITHOUT WARRANTY OR CONDITION OF ANY KIND.

12.2 BROOMAI DISCLAIMS ALL WARRANTIES INCLUDING: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) WARRANTIES THAT THE PLATFORM WILL MEET THE BUSINESS'S REQUIREMENTS; (C) WARRANTIES OF UNINTERRUPTED, SECURE, OR ERROR-FREE OPERATION; (D) WARRANTIES AS TO ACCURACY, COMPLETENESS, RELIABILITY, OR UNIQUENESS OF ANY AI OUTPUT; (E) WARRANTIES THAT AI AGENTS WILL PRODUCE COMMERCIALLY BENEFICIAL OUTCOMES; (F) WARRANTIES THAT AI AGENTS WILL NOT PRODUCE ERRONEOUS OR HARMFUL OUTPUTS; (G) WARRANTIES THAT THE PLATFORM WILL GENERATE REVENUE, PROFIT, OR COST SAVINGS; OR (H) WARRANTIES OF CONTINUOUS INTEGRATION WITH ANY THIRD-PARTY PLATFORM.

12.3 Nothing in this Section 12 excludes warranties that cannot lawfully be excluded under Applicable Law.

13. Limitation of liability and risk allocation

13.1 Aggregate Liability Cap.

TO THE FULLEST EXTENT PERMITTED BY LAW, BROOMAI'S TOTAL AGGREGATE LIABILITY TO THE BUSINESS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM — IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY THE BUSINESS TO BROOMAI IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) USD 100 / £100. FOR BUSINESSES ON FREE, BETA, TRIAL, OR UNPAID ACCESS, LIABILITY IS CAPPED AT USD 100 / £100. THESE LIMITS APPLY TO ALL CLAIMS IN AGGREGATE AND NOT PER INCIDENT, PER AGENT, OR PER INTEGRATION.

13.2 Excluded Losses.

IN NO EVENT SHALL BROOMAI BE LIABLE FOR: (A) LOSS OF PROFITS, REVENUE, SALES, OR INCOME; (B) LOSS OF BUSINESS, CONTRACTS, OR COMMERCIAL OPPORTUNITIES; (C) LOSS OF ANTICIPATED SAVINGS; (D) LOSS OF GOODWILL OR REPUTATION; (E) LOSS, CORRUPTION, DELETION, OR DEGRADATION OF DATA; (F) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSS; (G) BUSINESS INTERRUPTION; (H) COST OF SUBSTITUTE SERVICES; (I) REGULATORY FINES OR PENALTIES IMPOSED ON THE BUSINESS; (J) CHARGEBACKS, REFUNDS, OR COMPENSATION ISSUED TO THE BUSINESS'S CUSTOMERS; (K) MARKETPLACE PENALTIES, SUSPENSIONS, ACCOUNT RESTRICTIONS, OR DELISTINGS; OR (L) ANY LOSS ARISING FROM AI OUTPUTS, AGENT ACTIONS, THIRD-PARTY SERVICES, OR INADEQUATE HUMAN OVERSIGHT — WHETHER OR NOT BROOMAI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

13.3 AI Agent-Specific Risk Allocation. Without limiting Sections 13.1 and 13.2, and reflecting the commercial allocation of risk between the parties, BroomAI's liability is excluded for: (a) any Agent Action or omission within the Store, with customers, vendors, Marketplaces, or any Third Party; (b) autonomous AI decisions including reorders, refunds, pricing changes, or customer communications; (c) AI errors, hallucinations, or inaccurate outputs; (d) any loss from the Business's failure to maintain human oversight; (e) any Marketplace consequence from AI Agent activity; (f) any data breach, unauthorised access, or security incident; or (g) any third-party claim arising from Agent Actions on the Business's behalf.

13.4 Exclusion and Limitation of Claims.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BUSINESS HEREBY IRREVOCABLY EXCLUDES AND LIMITS ALL CLAIMS AGAINST BROOMAI, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AND SUCCESSORS ARISING FROM OR RELATING TO: (A) DATA LOSS, LEAKAGE, CORRUPTION, OR UNAUTHORISED DISCLOSURE; (B) HARMFUL OUTPUTS BY ANY AI AGENT; (C) NEGATIVE IMPACT FROM AI AGENT ACTIONS OR OMISSIONS; (D) MARKETPLACE CONSEQUENCES FROM AI AGENT ACTIVITY; OR (E) ANY LOSS FROM AUTONOMOUS AI BEHAVIOUR — IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING THE UNFAIR CONTRACT TERMS ACT 1977.

13.5 Non-Excluded Liability. Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by BroomAI's negligence; (b) fraud or fraudulent misrepresentation by BroomAI; or (c) any other liability that cannot lawfully be excluded under Applicable Law.

13.6 Reasonableness of Limitations — UCTA 1977. The parties acknowledge and agree that the limitations and exclusions of liability in this Section 13 satisfy the reasonableness requirement in section 11 of the Unfair Contract Terms Act 1977, having regard to all relevant circumstances, including: (a) the ratio of the liability cap to the foreseeable loss — Subscription Fees for a SaaS tool are priced to reflect the value of software access, not indemnification against all operational losses that may arise from autonomous AI activity; (b) the relative commercial sophistication of the parties — the Platform is offered exclusively to business customers, not to consumers; (c) the Business's ability to obtain its own insurance against operational, revenue, and reputational losses arising from AI tool use; (d) the Business's ability and responsibility to implement human oversight, approval controls, and operational safeguards over AI Agent activity; (e) the early-access and evolving nature of AI technology, which makes it commercially impractical to guarantee specific outcomes or indemnify against all foreseeable losses; and (f) the fact that BroomAI would not be able to provide the Platform at the applicable Subscription Fees if it were required to bear unlimited or materially higher liability.

13.7 US Law Compliance. For Business users in the United States, to the extent any limitation is prohibited by applicable state law, such limitation shall be modified to the minimum extent necessary to comply, and remaining limitations shall continue in full force.

14. Indemnification

14.1 The Business agrees to indemnify, defend, and hold harmless BroomAI and its directors, officers, employees, shareholders, agents, affiliates, successors, and assigns from and against all losses, liabilities, damages, costs, expenses, and reasonable legal fees arising from: (a) the Business's use of the Platform, AI Agents, AI Outputs, or Agent Actions; (b) any claim by the Business's customers, vendors, Marketplaces, or Third Parties from Agent Actions; (c) breach of these Terms, Applicable Law, Marketplace terms, or Third-Party terms; (d) Business Data, including IP or privacy rights infringement; (e) failure to maintain adequate human oversight of AI Agents; (f) any regulatory fine, Marketplace sanction, or enforcement action connected to Agent Actions; (g) failure to obtain required rights, consents, or notices; and (h) any third-party claim that AI Agent communications breached consumer protection, advertising, or data protection law applicable to the Business.

14.2 BroomAI may assume exclusive control of any indemnified matter. The Business may not settle any claim without BroomAI's prior written consent.

15. Third-party services and integrations

15.1 The Platform integrates with Shopify, Gmail, Telegram, Anthropic, Stripe, and other Third-Party services. BroomAI has no control over these services and is not responsible for their availability, security, data practices, or terms.

15.2 The Business's use of Third-Party services is subject to each service's own terms. BroomAI is not liable for Third-Party outages, API changes, data practices, security incidents, or Marketplace actions.

15.3 The Business authorises BroomAI to access, retrieve, process, store, and use data from its connected Store and Third-Party accounts to provide the Platform.

16. Fees, payment and subscriptions

16.1 The Business agrees to pay all applicable Subscription Fees as set out on the pricing page or as otherwise agreed. Fees are non-refundable and exclusive of taxes unless stated otherwise or required by Applicable Law.

16.2 The Business authorises BroomAI to charge its designated payment method for all applicable fees and taxes on a recurring basis. BroomAI may suspend or terminate access for non-payment.

16.3 BroomAI may modify Subscription Fees on not less than 30 days' written notice. Continued use after the effective date constitutes acceptance of revised fees.

17. Service availability and support

17.1 Unless expressly agreed in writing, BroomAI provides no service-level commitment, uptime guarantee, response-time guarantee, or resolution-time guarantee. Given the early-access status of the Platform, availability and support may vary.

17.2 BroomAI may suspend, limit, or interrupt the Platform at any time for maintenance, security, operational, legal, or emergency reasons, without prior notice and without liability.

17.3 BroomAI is not liable for any downtime, delays, failures, interruptions, or unavailability, regardless of cause or duration.

18. Publicity and marketing

18.1 Unless the Business notifies BroomAI otherwise in writing, BroomAI may identify the Business as a customer and use the Business's name and logo in customer lists, marketing materials, investor decks, website content, and sales presentations.

18.2 BroomAI shall not publish a named case study or press release identifying the Business without prior written consent.

18.3 The Business may opt out by written notice to legal@broom-ai.com. Opt-out takes effect within 30 days and applies prospectively.

19. Export controls, sanctions and anti-bribery

19.1 The Business must comply with all applicable export control, sanctions, anti-bribery, anti-corruption, and trade compliance laws.

19.2 The Business must not use the Platform in or for the benefit of any country, person, or entity subject to sanctions administered by OFSI, OFAC, the EU, or any other applicable authority, or in any way that would cause BroomAI to violate trade compliance laws.

20. Term and termination

20.1 These Terms commence on acceptance and continue until terminated by either party.

20.2 The Business may terminate at any time by closing its account or giving written notice to legal@broom-ai.com. No refund will be provided for any unexpired period except as required by Applicable Law.

20.3 BroomAI may terminate or suspend immediately without notice for: (a) breach of these Terms; (b) non-payment; (c) use creating legal, security, or reputational risk; (d) prohibited or unlawful use; (e) regulatory requirements; or (f) insolvency of the Business.

20.4 On termination: (a) all licences end immediately; (b) the Business must cease all Platform use; (c) BroomAI may disconnect all Integrated Services and AI Agents; (d) the Business must export any required Business Data before termination — BroomAI has no obligation to retain data post-termination; and (e) all accrued fees are immediately due.

20.5 Survival. Sections 2, 5, 6, 7.5, 8.4, 9, 10, 12, 13, 14, 20.4, 21, and 22 survive termination.

21. Governing law and dispute resolution

21.1 Governing Law. These Terms are governed by the laws of England and Wales.

21.2 Jurisdiction. Subject to Section 21.4, the parties submit to the exclusive jurisdiction of the courts of England and Wales. BroomAI may seek injunctive relief in any jurisdiction to protect its IP or Confidential Information.

21.3 Good Faith Escalation. Before commencing formal proceedings, the parties shall attempt senior-level negotiation for 30 days following written notice to legal@broom-ai.com.

21.4 US Users — Binding Arbitration. (a) Arbitration. Disputes not resolved under 21.3 shall be resolved by binding AAA arbitration rather than in court; (b) Location. New York, New York. Governing law: England and Wales. Decision final and binding; (c) Class Action Waiver. THE BUSINESS WAIVES ANY RIGHT TO CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION; and (d) Exceptions. Either party may seek injunctive relief in any court to prevent irreparable harm.

21.5 Time Limitation. Any claim must be commenced within twelve (12) months after the event giving rise to it or is permanently barred.

22. General provisions

22.1 Entire Agreement. These Terms, the Privacy Policy, the Data Processing Agreement, and any incorporated documents constitute the entire agreement and supersede all prior agreements relating to the Platform.

22.2 Non-Reliance and Misrepresentation Act 1967. In entering into these Terms, the Business has not relied on, and shall have no remedy in respect of, any statement, representation, warranty, undertaking, or promise made by or on behalf of BroomAI that is not expressly set out in these Terms. The Business's sole remedies for any misrepresentation not set out herein are those provided by law. Nothing in this clause purports to restrict or exclude liability for fraudulent misrepresentation or any liability that cannot be excluded under section 3 of the Misrepresentation Act 1967, as qualified by section 11(1) of the Unfair Contract Terms Act 1977.

22.3 Changes to Terms and Service. BroomAI may amend these Terms and modify the Platform at any time by posting a revised version and notifying the Business by email or in-Platform notification, with the effective date indicated. For material changes, BroomAI may require renewed in-app acceptance before continued use. Continued use after the effective date constitutes acceptance.

22.4 Waiver. No failure or delay in exercising any right operates as a waiver. All waivers must be in writing.

22.5 Severability. If any provision is invalid or unenforceable, it will be modified minimally to be enforceable; if not possible, deleted. Remaining provisions continue in full force.

22.6 Assignment. The Business may not assign these Terms without BroomAI's prior written consent. BroomAI may assign to any affiliate, successor, or acquirer.

22.7 Force Majeure. BroomAI is not liable for delays or failures from causes beyond its reasonable control, including acts of God, war, cyber-attacks, cloud provider outages, AI infrastructure failures, or pandemics.

22.8 No Partnership or Agency. Nothing creates a partnership, joint venture, employment, franchise, or agency. AI Agents are software tools, not BroomAI employees or agents.

22.9 Electronic Contracting. These Terms may be accepted electronically. Electronic acceptance is legally binding.

22.10 Language. English governs. Any translation is for convenience only.

22.11 Notices. BroomAI may give notices by email, through the Platform, or by posting on its website. Legal notices to BroomAI must be sent to: legal@broom-ai.com. General customer queries: contact@broom-ai.com.