Authorised User Agreement

Last updated: 11/06/2026

This agreement (the "Agreement") is a legal agreement between you, the individual accessing this software ("you"), and Thema AI Limited, a company incorporated under the laws of England and Wales with its registered office at 31 Chatsworth Road, Worthing, West Sussex, BN11 1LY, United Kingdom and company number 10646346 ("Thema", "us" or "we").

Your organisation has nominated you to be an Authorised User (as defined below) of Thema's software platform hosted at https://app.thema.ai/ (the "Platform"). This Agreement governs the terms upon which Thema permits you to access and use the Platform and any other Thema services that use or interface with the Platform. We do not sell the Platform (or any software comprising the Platform) to you. We remain the owners of the Platform at all times. Please contact the organisation admin(s) at your organisation if you have any questions about this Agreement.

Grant and Scope of Licence

Your organisation and Thema have entered into an agreement setting out how your organisation can use the Platform (the "Company Agreement"). In your capacity as a user who has been authorised by your organisation to use the Platform on its behalf (an "Authorised User"), you may use and access the Platform for the purposes set out in the Company Agreement. Please speak with your organisation admin(s) if you need to check what these purposes are.

We will endeavour to provide the Platform to you for as long as: (a) we operate the Platform; (b) you comply with your responsibilities (as outlined in this Agreement); (c) the Company Agreement is in force and has not either expired or terminated for any reason; and (d) there is no other legal or good practical reason that prevents us from doing so.

Using the Platform

Except as expressly set out in this Agreement or as permitted by any local law, you undertake not to:

Provide unauthorised access to others: The user account that you use to access the Platform (your "Account"), which you may modify to keep your contact details up to date, is personal to you and cannot be used by anyone else, including within your organisation. We reserve the right to suspend your Account if we suspect that a third party is attempting to gain access to it or if we suspect that you have shared your login credentials with anyone else. We reserve the right to suspend your Account if you do not access it for 12 months. In either of these circumstances, we reserve the right to decide whether to restore your Account or disable it permanently.

Upload material that is illegal or harmful in any way or infringes third party rights: You must respect the rights of others and not upload anything to the Platform that is, or could be, illegal or harmful, threatening, defamatory or obscene, or infringes any third party rights (including but not limited to intellectual property rights, such as copyright and trade mark rights, and rights of privacy). If in doubt, do not upload the content onto the Platform and contact us or your organisation admin(s).

Upload personal data unless you have all necessary rights to do so: You must not upload any personal data to the Platform unless you have all necessary rights to do so in compliance with applicable data protection laws.

Introduce any virus, vulnerability or spam into the Platform: Do not introduce any program or software into the Platform that might harm or affect its security or function, or use the Platform for sending unsolicited email. Do not use the Platform for phishing, fraud or other unlawful purposes.

Carry out security and privacy violations: We take the security of our Platform and the personal data of other Authorised Users very seriously. Do not try to use the Platform to deceptively obtain or misuse information about other Authorised Users or other organisations. Do not attempt any unauthorised use, disruption, or exploitation of the Platform. You must do all you reasonably can to prevent unauthorised access to, or use of, the Platform through your Account.

Do anything of the following prohibited activities: You must not:

  • use the Platform to provide services to third parties;
  • license, sell or do anything else to commercially exploit the Platform;
  • assist a third party to gain access to the Platform;
  • develop any product or service using any part of the Platform. Without limiting the foregoing, you must not use the Platform to develop any substantially similar or competing software;
  • copy the Platform (except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security);
  • reverse engineer, disassemble, translate, merge, combine, adapt, vary, modify or create derivative works from all or part of the Platform, nor attempt to do so; nor
  • use the Platform for the benefit of a third party (other than your organisation).

None of the restrictions above shall apply to the extent prohibited by applicable law.

Do anything restricted by the Company Agreement: If the Company Agreement restricts your use of the Platform (for example, to certain divisions of your organisation), it is your responsibility to keep up to date with any such restrictions and to use the Platform in accordance with those restrictions. If in doubt, please contact us or your organisation admin(s).

When using the Platform, you must comply with all applicable laws.

Intellectual Property Rights

You acknowledge that all intellectual property rights in the Platform anywhere in the world belong to us (or, where applicable, our licensors); that rights in the Platform are licensed (not sold) to you; and that you have no rights in, or to, the Platform other than the right to use it in accordance with the terms of this Agreement.

You acknowledge that you have no right to have access to the Platform in source code form.

Limitation of Liability

We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • wasted expenditure;
  • loss or corruption of data or information;
  • loss of business opportunity, goodwill or reputation; or
  • any special, indirect or consequential loss, damage, charges or expenses.

Subject to Clause 4.1, our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to one hundred pounds sterling (GBP £100). This maximum cap does not apply to Clause 4.3.

Nothing in this Agreement shall limit or exclude our liability for:

  • death or personal injury resulting from our negligence;
  • fraud or fraudulent misrepresentation; or
  • any other liability that cannot be excluded or limited by English law.

The Parties acknowledge that the Company Agreement contains the relevant service standards and warranties in respect of the Platform. Except as expressly stated in the Company Agreement, the Platform is provided to you on an "as-is" and "as-available" basis and there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Platform which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

Termination

We may terminate this Agreement immediately by written notice to you if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 3 business days after service of written notice requiring you to do so.

The Parties acknowledge that if the Company Agreement expires or terminates for any reason, this Agreement will also automatically terminate.

On termination for any reason:

  • all rights granted to you under this Agreement shall cease; and
  • you must immediately cease use of the Platform and all activities authorised by this Agreement.

Updates to this Agreement

We may update this Agreement from time to time. If we do, we'll notify you of these changes and ask you to read and accept any changes to the Agreement before continuing to use the Platform. Your continued access or use of the Platform after you have accepted any such changes will be deemed to represent your agreement with any such changes. If at any point you are no longer able, or no longer wish to abide by this Agreement, please do not continue to use and access the Platform and inform one of your organisation admin(s). Immediately after this, your ability to access and use the Platform will cease.

Events Outside Our Control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by an Event Outside Our Control. An "Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:

  • our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
  • we will use our reasonable endeavours to find a solution by which our obligations under this Agreement may be performed despite the Event Outside Our Control.

How We May Use Your Personal Information

Under data protection legislation, we are required to provide you with certain information about who we are, and how and why we process the personal data of our Authorised Users. This information is provided at our Privacy Policy and it is important that you read that information.

Other Important Terms

We will contact you using the email address linked to your Account. You can contact us at hello@thema.ai.

We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.

You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.

This Agreement and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

You acknowledge that in entering into this Agreement you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or any document expressly referred to in it.

You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement or any document expressly referred to in it.

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

Each of the provisions of this Agreement operates separately. If any court or competent authority decides that any of them is unlawful or unenforceable, the remaining terms will remain in full force and effect.

This Agreement its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.