TERMS AND CONDITIONS

Last updated: 01- 01- 2026

These Terms and Conditions ("Terms") govern the supply of software development services, bespoke applications, and off-the-shelf/SaaS products (together, the "Services") by Cinerart AI ("Cinerart AI", "we", "us", "our") to any person or organisation that engages us, purchases from us, or uses our products ("Customer", "you").

By instructing us, signing a Statement of Work, placing an order, or using any Cinerart AI product, you agree to be bound by these Terms.

1. Who We Are

1.1 Cinerart AI Ltd is a company registered in England and Wales under company number 16499399, with its registered office at [CINERART AI REGISTERED OFFICE ADDRESS] ("Cinerart AI").

1.2 Cinerart AI Ltd is a subsidiary of WIDEI Films Ltd, a company registered in England and Wales under company number 5344987, with its registered office at [WIDEI FILMS REGISTERED OFFICE ADDRESS] ("WIDEI Films", the "Parent Company").

1.3 Cinerart AI is a separate legal entity from WIDEI Films Ltd. Any contract formed under these Terms is between the Customer and Cinerart AI Ltd only. Nothing in these Terms creates any obligation, liability, or agency on the part of WIDEI Films Ltd, and WIDEI Films Ltd is not a party to, and has no liability under, any contract with a Customer. Reference to the parent relationship is made for corporate transparency only.

1.4 References to "Cinerart AI," "we," "us," or "our" in these Terms mean Cinerart AI Ltd, not WIDEI Films Ltd, unless expressly stated otherwise.

2. Scope of Services

2.1 Cinerart AI supplies:

• (a) Bespoke development services — custom software, applications, integrations, and AI-enabled tools built for a specific Customer under an agreed Statement of Work, proposal, order form, or scope document ("SOW"); and
• (b) Off-the-shelf products / SaaS — pre-built applications, tools, or subscription software made generally available to Customers ("Products"),

together the "Services." Where these Terms and an SOW conflict on scope, deliverables, price, or timeline, the SOW prevails; these Terms govern everything else (liability, IP, data, termination, law).

2.2 We reserve the right to refuse, suspend, or discontinue any Service or Product at our discretion, subject to any minimum notice period agreed in a specific SOW or Product listing.

2.3 Acceptance of bespoke deliverables. Where an SOW does not specify its own acceptance process, the following applies: on delivery of a bespoke milestone or final deliverable, the Customer has 10 business days to test it against the specification in the SOW and notify us in writing of any material non-conformity. If no such notice is given within that period, the deliverable is deemed accepted. Where a material non-conformity is validly notified, we will remedy it within a reasonable time at no additional charge before the deliverable is re-submitted for acceptance on the same basis.

2.4 Acceptance under Section 2.3 does not affect the Customer's statutory rights (including, for consumer Customers, the right under the Consumer Rights Act 2015 to services performed with reasonable care and skill), which continue to apply independently of any deemed acceptance.

3. Third-Party AI Models and Services — Important Notice

3.1 Some or all of the Services and Products rely on third-party AI models, APIs, infrastructure, or platforms not owned or controlled by Cinerart AI ("Third-Party Services").

3.2 You acknowledge and agree that:

• (a) Third-Party Services may change, be restricted, be deprecated, or become unavailable (in whole or in part) at any time, for any reason, without notice to us, and entirely outside our control;
• (b) Cinerart AI does not control, and gives no warranty regarding, the accuracy, availability, uptime, output, or continued existence of any Third-Party Service;
• (c) any degradation, error, outage, discontinuation, price change, or policy change that originates from the Third-Party Service itself (i.e. is outside Cinerart AI's control and not caused by our negligent design, integration, or implementation) is not a breach of contract by Cinerart AI, and Cinerart AI will have no liability arising from it, except that we will use reasonable endeavours to notify affected Customers and, where reasonably practicable, to migrate to an alternative provider. For the avoidance of doubt, this Section 3.2(c) does not exclude liability for our own negligent integration with, or configuration of, a Third-Party Service; and
• (d) AI-generated outputs are probabilistic and may be inaccurate, incomplete, or unsuitable for a particular purpose. You are responsible for reviewing and validating any AI-generated output before relying on it, particularly for any decision with legal, financial, medical, safety, or regulatory consequences.

4. Fees and Payment

4.1 Fees for bespoke Services are as set out in the applicable SOW or quote. Fees for Products are as stated at the point of purchase or on the applicable pricing page.

4.2 Unless otherwise agreed in writing, invoices are payable within [14/30] days of the invoice date. Late payment may incur interest under the Late Payment of Commercial Debts (Interest) Act 1998 (for business Customers) and may result in suspension of Services.

4.3 All fees are exclusive of VAT and any other applicable taxes, which will be added where chargeable.

4.4 Except as required by law (including consumer statutory cancellation rights under Section 9), all fees are non-refundable once work has commenced or a Product has been delivered/accessed.

5. Intellectual Property

5.1 Bespoke development (fixed position — not subject to override). Cinerart AI retains ownership of all intellectual property rights (including source code, models, architecture, tooling, and any reusable components) created in the course of providing bespoke Services ("Cinerart AI IP"). This is a standing policy: no SOW, proposal, order form, or other document may vary, assign, or transfer ownership of Cinerart AI IP to the Customer, whether by express term, course of dealing, or otherwise, regardless of what is agreed or signed.

5.2 On full payment of all fees due under the relevant SOW, Cinerart AI grants the Customer a non-exclusive, worldwide, perpetual licence to use the specific deliverable produced for that Customer for its intended purpose. This licence does not extend to underlying frameworks, libraries, models, or reusable components that are not unique to the Customer's deliverable, which remain Cinerart AI's property and may be reused by us in other engagements.

5.3 No third-party access. The licence granted under Section 5.2 is personal to the Customer. The Customer shall not, and shall not permit any third party to, access, copy, disclose, sublicense, modify, reverse-engineer, decompile, or create derivative works from the source code or underlying IP of any deliverable, in whole or in part, without Cinerart AI's prior written consent. Any maintenance, modification, extension, or further development of a deliverable must be carried out exclusively by Cinerart AI. This restriction survives termination of the Customer's engagement with Cinerart AI for as long as the Customer continues to use the deliverable.

5.4 Release fee. The Customer may request Cinerart AI's consent under Section 5.3 to engage a third party to access, modify, maintain, or extend a deliverable, at any time. Cinerart AI may grant or refuse such consent in its sole discretion, and may condition any consent granted on payment of a release fee, the amount and terms of which are to be determined by Cinerart AI on a case-by-case basis having regard to factors including the deliverable's value, the fees paid to date, and the nature of the access requested. No release fee or consent is owed as of right, and Cinerart AI is under no obligation to grant consent or to quote a fee within any particular timeframe.

5.5 Products/SaaS. All intellectual property rights in Products are owned by Cinerart AI (or its licensors). Customers receive only a licence to use the Product as set out in the applicable Product terms, order, or subscription agreement — no ownership rights transfer.

5.6 The Customer retains ownership of any pre-existing materials, data, or content it provides to us ("Customer Materials") and grants Cinerart AI a licence to use Customer Materials solely to perform the Services.

5.7 Cinerart AI warrants it will use reasonable efforts to ensure deliverables do not knowingly infringe third-party intellectual property rights, subject to the limitations of liability in Section 7.

6. Data Protection

6.1 Each party will comply with its obligations under UK GDPR and the Data Protection Act 2018 in connection with the Services.

6.2 Where Cinerart AI processes personal data on the Customer's behalf as a processor, the parties will put in place a data processing agreement (in the form of Cinerart AI's standard DPA, or an equivalent agreed by the parties) before any such processing begins, as required by Article 28 UK GDPR. Cinerart AI will not process personal data as a processor for a Customer until that agreement is in place.

6.3 Customer data may be processed by Third-Party Services (see Section 3) as necessary to deliver the Services; Customers should not submit special category data, children's data, or highly sensitive personal data unless expressly agreed with us in writing in advance.

7. Liability

This Section 7 sets out the entire financial liability of Cinerart AI to the Customer in respect of any breach of these Terms, any SOW, negligence, misrepresentation, or otherwise arising under or in connection with the Services or Products. As recorded in Section 1.3, WIDEI Films Ltd is not a party to any contract with a Customer and has no liability under these Terms. Without prejudice to that position, if a court or tribunal determines that WIDEI Films Ltd (or any of Cinerart AI's officers, employees, contractors, or agents) owes any liability to the Customer in connection with the Services, such liability is capped and excluded on exactly the same basis as Cinerart AI's own liability under this Section 7, and each such person may rely on this Section 7 in its own right under the Contracts (Rights of Third Parties) Act 1999 (see Section 12.7).

7.1 Nothing excluded by law. Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any matter which cannot lawfully be excluded or limited under English law; or (d), for consumer Customers only, any statutory right that cannot lawfully be excluded under the Consumer Rights Act 2015 or other applicable consumer protection legislation.

7.2 Excluded losses. Subject to Section 7.1, Cinerart AI shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: loss of profit, revenue, business, contracts, anticipated savings, goodwill, or data; any indirect or consequential loss; or any loss or unavailability arising from Third-Party Services as described in Section 3.

7.3 Cap on liability. Subject to Sections 7.1 and 7.2, Cinerart AI's total aggregate liability arising out of or in connection with the Services or Products (whether arising from one event or a series of connected events) shall not exceed 10% of the total fees paid by the Customer to Cinerart AI in the 12 months preceding the event giving rise to the claim (or, for Products/subscriptions, 10% of fees paid in the preceding 12 months for that Product).

7.4 Consumer Customers. Where the Customer is a consumer, nothing in this Section 7 affects the Customer's statutory rights under the Consumer Rights Act 2015 (including the right to services performed with reasonable care and skill) or other non-excludable consumer protections. If any exclusion or limitation in this Section 7 is found by a court to be unenforceable against a consumer Customer, that exclusion/limitation shall apply only to the maximum extent permitted by law, and the remainder of this Section 7 continues to apply.

7.5 Reasonableness. The parties agree the exclusions and limitations in this Section 7 are reasonable, having regard to the price of the Services/Products, the allocation of risk, and the availability of insurance, and satisfy the requirements of reasonableness under the Unfair Contract Terms Act 1977 where applicable.

8. Indemnity

8.1 Business Customers. Where the Customer is not a consumer, the Customer shall indemnify and hold harmless Cinerart AI (and WIDEI Films Ltd, its officers, employees, contractors and agents) in full against all claims, damages, losses, liabilities, costs (including reasonable legal costs), and expenses arising out of or in connection with:

• (a) the Customer's use of any deliverable, Product, or output in breach of these Terms or applicable law;
• (b) Customer Materials, including any claim that Customer Materials infringe a third party's intellectual property rights or violate any law;
• (c) any decision made, or action taken, by the Customer in reliance on AI-generated output without carrying out the independent verification described in Section 3.2(d), where the Customer knew, or ought reasonably to have known, that such verification was required;
• (d) the Customer's breach of Section 5 (Intellectual Property) or Section 6 (Data Protection); or
• (e) any breach of contract, or grossly negligent or wilful act or omission, by the Customer or its personnel.

8.2 Consumer Customers. Where the Customer is a consumer, Section 8.1 does not apply. The Customer shall instead indemnify Cinerart AI only against claims, losses, and reasonable costs directly caused by the Customer's fraud, wilful misconduct, or knowing breach of Section 5 (Intellectual Property) — for example, submitting Customer Materials the Customer knew infringed a third party's rights. Nothing in this Section 8.2 requires a consumer Customer to indemnify Cinerart AI for ordinary negligence, for Cinerart AI's own errors, or in a way that is disproportionate to the Customer's own fault, and this Section 8.2 is to be read subject to the Consumer Rights Act 2015.

8.3 This indemnity is in addition to, and does not limit, any other right or remedy available to Cinerart AI.

9. Consumer Cancellation Rights

9.1 If the Customer is a consumer contracting at a distance (e.g. online) or off-premises, the Customer may have a statutory right to cancel within 14 days under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, subject to the exceptions in those Regulations (including for services fully performed, or digital content, where the consumer has expressly consented to performance beginning within the cancellation period and acknowledged loss of the cancellation right).

9.2 Nothing in these Terms limits any other non-excludable consumer right.

10. Term, Suspension and Termination

10.1 These Terms apply for as long as the Customer has an active SOW, order, or subscription with Cinerart AI.

10.2 Cinerart AI may suspend or terminate Services immediately on written notice if: (a) the Customer fails to pay any sum when due and does not remedy the failure within 7 days of a written reminder; (b) the Customer breaches these Terms or an SOW and (where remediable) fails to remedy the breach within 14 days of notice; (c) the Customer becomes insolvent; or (d) continued provision would require Cinerart AI to breach law or a Third-Party Service's terms.

10.3 Either party may terminate an SOW or subscription on the notice period stated in that SOW/Product terms, or, if none is stated, on 30 days' written notice.

10.4 On termination, the Customer shall pay all fees accrued up to the date of termination. Sections 5, 6, 7, 8, 11, and 12 survive termination.

11. Confidentiality

11.1 Each party will keep confidential the other's non-public business, technical, and commercial information disclosed in connection with the Services, and use it only to perform its obligations, except where disclosure is required by law or regulation.

11.2 The obligation in Section 11.1 does not apply to information that: (a) is or becomes publicly available other than through breach of these Terms; (b) was already lawfully known to the receiving party without restriction before disclosure; (c) is lawfully received from a third party without duty of confidence; or (d) is independently developed without use of the disclosing party's information.

12. General

12.1 Entire agreement. These Terms, together with any applicable SOW or Product terms, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements on the subject matter.

12.2 Variation. Cinerart AI may update these Terms from time to time; the version in force at the time an SOW is signed, or a Product is purchased/renewed, applies to that engagement. Material changes will be notified to active Customers with reasonable advance notice. Where a material change adversely affects a consumer Customer with an active subscription, that Customer may cancel the affected subscription without penalty before the change takes effect, with a pro-rata refund of any prepaid fees for the unexpired period.

12.3 Assignment. The Customer may not assign or transfer its rights under these Terms without Cinerart AI's prior written consent. Cinerart AI may assign these Terms to any member of its corporate group (including WIDEI Films Ltd) or to a successor in the event of a merger, acquisition, or sale of assets, on notice to the Customer.

12.4 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including Third-Party Service failures as described in Section 3.

12.5 Severability. If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.

12.6 No partnership. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the Customer and Cinerart AI, or between the Customer and WIDEI Films Ltd.

12.7 Third-party rights. Save for the right of WIDEI Films Ltd, and of Cinerart AI's officers, employees, contractors, and agents, to rely on the limitations and exclusions of liability in Sections 7 and 8 under the Contracts (Rights of Third Parties) Act 1999, no other third party has any right to enforce these Terms.

12.8 Notices. Legal notices must be given in writing to the registered office address in Section 1.1, or such other address as notified.

13. Governing Law and Jurisdiction

13.1 These Terms, and any dispute or claim arising out of or in connection with them, their subject matter, or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of England and Wales.

13.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales. For business Customers only, Cinerart AI may additionally bring proceedings for non-payment of fees in any jurisdiction where the Customer is located or has assets. For consumer Customers, jurisdiction is exclusively that of the courts of England and Wales in both directions, save for any mandatory consumer protection that entitles the Customer to bring proceedings in their own jurisdiction of residence.