Supernova-AI Terms and Conditions of Sale for Data Licensing

The Client’s attention is particularly drawn to clauses 8.10 and 9.

1. Definitions

1.1 “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks are open for business in Mahe, Seychelles.
1.2 “Client” means the person or entity that purchases or otherwise acquires the Data from the Company.
1.3 “Commencement Date” has the meaning set out in clause 2.2.
1.4 “Company” means SUPERNOVA-AI LIMITED, an International Business Company registered in Seychelles (Company No. 245456) with its registered agent AAA International Services Limited, House of Francis, Room 303, Ile du Port, Mahe, Seychelles.
1.5 “Data” means the datasets described in the Order Confirmation, comprising information of any kind (including words, numbers, graphs, or other forms) supplied or made available to the Client by the Company, whether the Company’s own or sourced from third parties.
1.6 “Data Controller” has the meaning in Article 4(7) UK GDPR/EU GDPR.
1.7 “Data Processor” has the meaning in Article 4(8) UK GDPR/EU GDPR.
1.8 “Delivery Date” means the date on which the Company supplies or makes available the Data to the Client.
1.9 “Force Majeure Event” has the meaning given to it in clause 12.1.
1.10 “GDPR” means Regulation (EU) 2016/679 and, where applicable, the UK GDPR and Data Protection Act 2018.
1.11 “Intellectual Property Rights” means all intellectual property rights, registered or unregistered, worldwide.
1.12 “Licence” means the licence between the Company and the Client for use of the Data incorporating these Terms.
1.13 “Licence Period” has the meaning in clause 3.2(a).
1.14 “Order Confirmation” means the Client’s written acceptance (including by e-signature or email) of the Company’s quotation.
1.15 “Payment Date” has the meaning set out in 5.2(b).
1.16 “Price” means the charges payable by the Client for the Data in accordance with clause 5.
1.17 “Recipient” means each person or organization whose details are included in the Data.
1.18 “Terms” means these terms and conditions as amended from time to time in accordance with clause 13.7.
1.19 In these Terms: (a) “person” includes natural and legal persons; (b) references to a party include successors/assigns; (c) statutory references include amendments and subordinate legislation; (d) “including” means “including without limitation”; and (e) “writing” includes email.

2. Basis of Licence

2.1 The Order Confirmation constitutes an offer by the Company to sell or license the Data in accordance with these Terms. The Client is responsible for ensuring its order is complete and accurate.
2.2 The Order Confirmation is deemed accepted when the Client signs/dates it (or confirms by email) and returns it to the Company, at which point the Licence comes into existence (Commencement Date).
2.3 The Licence constitutes the entire agreement. The Client acknowledges it has not relied on any statement not set out in the Licence.
2.4 These Terms apply to the Licence to the exclusion of any other terms the Client seeks to impose.
2.5 Each accepted Order Confirmation forms a separate Licence.
2.6 Quotations are not offers and are valid for 30 Business Days unless otherwise stated.
2.7 The quantity, fields, format and description of the Data shall be as set out in the Order Confirmation.

3. Use of the Data

3.1 Single-Use Licence (if specified):
(a) The Client may contact each Recipient only for the number of attempts specified in the Order Confirmation.
(b) If a Recipient replies to an authorised contact, the Client may contact that Recipient freely from that date.
(c) If a Recipient does not reply, the Client shall not contact that Recipient again beyond the authorised attempts.

3.2 Multiple-Use Licence (if specified):
(a) The Client may contact each Recipient any number of times during the Licence Period stated in the Order Confirmation.
(b) If a Recipient replies during the Licence Period, the Client may continue contacting that Recipient beyond the Licence Period.
(c) If no reply, the Client must cease contacting the Recipient after the Licence Period.

3.3 Auto-replies (e.g., out-of-office) do not constitute a “reply” under 3.1(b) or 3.2(b).
3.4 If the Client exceeds the permitted use, it shall pay the difference between (1) the Price and (2) the price that would have applied had the Licence covered the actual use, calculated per the Company’s pricing at the date the breach first occurred. Payment falls due on that date.
3.5 Breach of 3.1(a)/(c) or 3.2(a)/(c) is a material breach under clause 11.1(a).
3.6 Clauses 3.1(b)/(c), 3.2(b)/(c), 3.3 and 3.4 survive expiry or termination.

4. Delivery

4.1 Delivery dates are estimates only and time is not of the essence. Delay does not entitle the Client to cancel or withhold payment (without prejudice to clause 6).
4.2 The Company is not bound to deliver until payment is received unless agreed otherwise in writing.
4.3 If the Company fails to deliver, liability is limited to the reasonable cost of obtaining equivalent data (cheapest market), less the Price, excluding failures caused by a Force Majeure Event or inadequate Client instructions.
4.4 Delivery methods may include secure download links, SFTP, encrypted email, or other secure means. Format (e.g., CSV/JSON/Parquet) is as per the Order Confirmation.

5. Price and Payment

5.1 The Price is stated in the Order Confirmation (in GBP, USD or EUR as specified).
5.2 The Client shall pay:
(a) in full via bank transfer or card (AMEX not accepted unless stated); and
(b) before delivery unless otherwise agreed; if post-delivery terms are agreed, payment is due on or before the Payment Date stated. Time for payment is of the essence.
5.3 Prices are exclusive of any applicable taxes (including VAT/GST/sales taxes/withholding). The Client shall pay all applicable taxes upon receipt of a valid invoice or gross up where required by law.
5.4 Late payments accrue interest at 4% per annum above the base lending rate of a major Seychelles bank, calculated daily and compounded quarterly, plus a £50 administration fee for debts escalated to recovery.
5.5 Payments shall be made without set-off or deduction, save as required by law. The Company may set off sums it owes the Client against sums due from the Client.

6. Cancellation

6.1 The Client may cancel between the Commencement Date and the day before the Delivery Date by written notice.
6.2 If the Client cancels, it shall pay the greater of £250 or 50% of the Price within seven days of the cancellation notice.

7. Intellectual Property & Confidentiality

7.1 All Intellectual Property Rights in the Data remain with the Company or its licensors; no assignment is made or implied.
7.2 The Client receives a licence to use the Data strictly as permitted by these Terms and the Order Confirmation.
7.3 The Client shall not disclose, resell, sublicense, publish, or make the Data available to third parties except as expressly permitted in the Order Confirmation (e.g., use within a named end-client).
7.4 The Client shall maintain appropriate technical and organizational measures to protect the Data and promptly notify the Company of any breach or suspected breach.
7.5 Breach of this clause 7 is a material breach under clause 11.1(a).

8. Warranty

8.1 Subject to clauses 8 and 9, the Company warrants that at delivery the Data will correspond to the description in the Order Confirmation.
8.2 If within 7 days of delivery the Client notifies the Company that the Data does not so correspond, the Company will, at its option, replace the non-conforming portion or refund the corresponding Price.
8.3 Except as provided in this clause, the Company has no liability for non-conformity.
8.4 The warranty is void if the Price is unpaid when due.
8.5 While the Company uses reasonable endeavours to ensure accuracy, some Data is derived from publicly available sources and third-party providers and may contain errors/omissions. Accuracy is not a condition of this Licence, and the Client may not refuse or withhold payment due to errors/omissions.
8.6 A bounced email does not mean the Data is incorrect; no refunds are due on that basis. No response-rate is guaranteed.
8.7 The Client’s or broadcaster’s IPs may be listed on DNSBLs due to the Client’s sending practices. The Company gives no warranty against this and it is not a condition of the Licence.
8.8 Spam filters, mailbox providers and security gateways may prevent delivery of messages. This does not indicate inaccuracy of the Data; no refunds are due on that basis.
8.9 The Company may include up to five (5) proprietary seeds/honeytokens per 1,000 Recipients to monitor licence compliance.
8.10 IMPORTANT – DATA PROTECTION ALLOCATION: For the purposes of applicable privacy laws (including UK/EU GDPR, ePrivacy rules, CAN-SPAM/CASL where applicable, and similar), the Client acts as Data Controller. The Client alone determines purposes and means of processing the personal data within the Data and warrants that it will establish a valid lawful basis (where required), honour opt-outs/suppression, and comply with all sending and telemarketing rules. The Company acts as an independent data supplier and not as the Client’s processor with respect to the Client’s outreach activities.

Restricted Uses: The Client shall not use the Data for credit eligibility, employment eligibility, housing, insurance underwriting, health profiling, or any purpose regulated by FCRA/HIPAA or similar consumer laws; shall not target minors or sensitive categories; and shall not attempt to re-identify any pseudonymized elements.

9. Limitation of Liability (Important)

9.1 Nothing limits the Company’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) title/quiet possession.
9.2 Subject to 9.1:
(a) the Company is not liable for loss of profit, loss of business, loss of data, reputational damage, regulatory fines/enforcement, or any indirect/consequential losses, whether in contract, tort (including negligence), statutory duty (including Article 82 GDPR), or otherwise; and
(b) the Company’s aggregate liability arising out of or in connection with the Licence shall not exceed the Price actually paid by the Client for the relevant Data.
9.3 Except as expressly stated, all warranties/conditions are excluded to the maximum extent permitted by law.
9.4 This clause 9 survives expiry or termination.

10. Client Indemnity

10.1 The Client shall indemnify and hold the Company harmless against all costs, expenses, damages, losses, fines, penalties and professional fees arising from:
(a) any third-party claim (including under Article 82 GDPR or anti-spam/telemarketing laws) connected with the Client’s use of the Data;
(b) the Client’s breach, negligent performance, or delay/failure in performance; and
(c) any disclosure or provision of the Data to third parties by the Client (permitted or not).
10.2 This clause 10 survives expiry or termination.

11. Termination

11.1 Either party may terminate immediately by written notice if the other:
(a) commits a material breach and fails to remedy within 14 days of notice;
(b) is unable to pay debts as they fall due, or equivalent insolvency events occur;
(c) is wound up, has a receiver/administrator appointed, or similar proceedings occur;
(d) suspends or ceases substantial operations; or
(e) (if an individual) dies or becomes incapable of managing affairs.
11.2 The Company may terminate immediately if the Client fails to pay when due.
11.3 On expiry or termination:
(a) the Client shall immediately pay all unpaid invoices and any amounts accrued but not yet invoiced (on immediate invoice);
(b) the Client shall destroy/delete all Data and cease contacting Recipients unless permitted by 3.1(b) or 3.2(b);
(c) accrued rights and remedies are unaffected; and
(d) clauses intended to survive shall continue in force.

12. Force Majeure

12.1 Force Majeure Event includes events beyond a party’s reasonable control, such as strikes, utility failures, acts of God, war, civil commotion, malicious damage, compliance with laws, fires, floods, storms, epidemic/pandemic, or supplier defaults.
12.2 The Company is not liable for delay or failure due to a Force Majeure Event.
12.3 If a Force Majeure Event prevents performance for more than four (4) weeks, the Company may terminate on written notice.

13. General

13.1 Assignment/Subcontracting: The Client shall not assign, transfer, charge, or subcontract any rights/obligations without the Company’s prior written consent. The Company may assign/transfer/subcontract its rights/obligations.
13.2 Notices: Notices must be in writing and delivered by hand, courier, or email to the addresses set out in the Order Confirmation (or updated in writing). Delivery is deemed: hand/courier—upon signature; email—when sent without bounce-back during Business Hours (or next Business Day if sent outside).
13.3 Waiver: No failure or delay in exercising rights is a waiver.
13.4 Severance: If any provision is unenforceable, the remainder remains in effect.
13.5 No Partnership/Agency: Nothing creates a partnership, joint venture, or agency.
13.6 Third Parties: No third party has rights under the Licence (no third-party beneficiaries).
13.7 Variation: Any variation must be in writing and signed by the Company.
13.8 Governing Law & Jurisdiction: These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of Seychelles, and the parties submit to the exclusive jurisdiction of the courts of Seychelles.
13.9 Precedence: If there is any conflict between these Terms and the Order Confirmation, the Order Confirmation prevails solely with respect to the conflicting commercial particulars (e.g., volumes, fields, price, delivery method).