Indemnification

This document expands on section 12 of our Terms of Service.

Sections 2 to 6 apply to you if you use PolicifyAI (the "Service") for business purposes- that is, in the course of, or for the purposes of, a trade, business, craft, or profession, whether you are a sole trader, a company, a partnership, a charity, a public body, an agency, or a reseller. In those sections "you" includes the organisation on whose behalf you use the Service.

If you are a consumer, go to section 8. Section 7 applies to everyone.

You agree to indemnify, defend, and hold harmless the Indemnified Parties (defined in section 4) against all claims, demands, proceedings, investigations, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable legal fees and the reasonable cost of internal time) arising out of or in connection with:

• Your use of the Service in breach of the Terms of Service, our Acceptable Use Policy, or any applicable law.
• Any document you generated using the Service and then published, relied on, distributed, sold, or enforced - including any claim that the document is inaccurate, incomplete, misleading, non-compliant, or unenforceable.
• Content and data you submitto the Service, including any claim that it infringes a third party's intellectual property, privacy, publicity, or other rights.
• Your data protection failures - including processing personal data without a lawful basis, failing to provide required notices, or failing to honour data subject rights - where you are the controller of that data.
• Your breach of any representation, warranty, or undertaking you gave us.
• Your customers and end users, including claims brought by them against us in connection with documents you produced or published using the Service.
• Agency and reseller use, where you generate, publish, or supply documents for a client - including any claim by that client or their end users.
• Your misrepresentation of the Service, including any statement that PolicifyAI provides legal advice, guarantees compliance, or has certified a document.

When you publish a document generated by the Service - on your website, in an app, to a regulator, or to a customer - you publish it as your own document. You are its author and the person responsible for it.

You confirm that before publishing you had the opportunity to review the document, to take independent legal advice on it, and to amend or reject it. You accept that you published it on your own judgement and not in reliance on any representation by us that it was fit for purpose. Any claim arising from the content of a document you published is within the indemnity in section 2.

"Indemnified Parties" means L. Bone trading as PolicifyAI, and our respective officers, directors, employees, contractors, agents, suppliers, licensors, successors, and assigns.

The indemnity in section 2 is conditional on the following procedure, which exists to keep costs proportionate and to give you a fair opportunity to deal with the claim.

5.1 Notice. We will notify you in writing of any claim we believe is covered, without undue delay after we become aware of it. A delay in notifying you reduces your obligation only to the extent the delay actually prejudiced your ability to defend the claim.

5.2 Conduct of the defence. You may assume conduct of the defence with counsel reasonably acceptable to us, at your cost, by confirming in writing within fourteen (14) days of our notice that the claim is covered by this indemnity. If you do not, or if you conduct the defence inadequately, we may defend the claim ourselves and recover our reasonable costs from you.

5.3 Our right to participate. We may participate in the defence with our own counsel at our own cost. Where a claim alleges wrongdoing by us, involves criminal allegations, seeks non-monetary relief against us, or involves a regulator, we may take over the defence and recover our reasonable costs from you.

5.4 Settlement. You may not settle a claim in a way that admits fault on our part, imposes any obligation or payment on us, restricts how we operate the Service, or fails to release us unconditionally, without our prior written consent. We will not unreasonably withhold that consent.

5.5 Cooperation. Each of us will give the other reasonable cooperation, information, and assistance in defending the claim. We will do so at your reasonable expense.

5.6 Mitigation. We will take reasonable steps to mitigate our losses. You are not liable under this indemnity for loss we could reasonably have avoided.

The indemnity in section 2 does not extend to:

• Loss caused by our own fraud, our fraudulent misrepresentation, or our deliberate breach of the Terms.
• Loss caused by our negligence, to the extent that the loss is attributable to that negligence rather than to your acts or omissions.
• Death or personal injury caused by our negligence.
• Loss that we could reasonably have avoided by taking reasonable steps to mitigate.
• Amounts attributable to a settlement you did not consent to, where your consent was required and reasonably withheld.

The indemnity in section 2 is not capped by the limitation of liability that applies to our liability to you. Those are separate: one limits what we owe you, the other sets out what you owe us. See Limitation of Liability.

We will defend you against any third-party claim that the Service itself, as supplied by us and used in accordance with the Terms, infringes that third party's copyright, trade mark, or database right in the United Kingdom or the European Union, and we will pay the damages and costs finally awarded against you or agreed in settlement by us.

This is conditional on you promptly notifying us, giving us sole conduct of the defence and settlement, and giving us reasonable cooperation. It does not apply to the extent the claim arises from:

• Content, data, or instructions you supplied to the Service.
• The text of any document generated for you, as opposed to the Service software itself.
• Your modification of the Service, or your combining it with anything we did not supply.
• Your use of the Service in breach of the Terms or after we asked you to stop.

If the Service becomes, or we believe it may become, the subject of such a claim, we may at our option modify it, replace it, procure the right for you to continue using it, or terminate your access on notice with a pro-rata refund of prepaid fees. Our liability under this section is subject to the cap in our Limitation of Liability. This section states our entire liability for intellectual property infringement.

If you are a consumer, the indemnity in section 2 does not apply to you. A consumer is an individual using the Service wholly or mainly outside their trade, business, craft, or profession.

Your responsibility to us as a consumer is limited to what the general law provides. In practice that means: if you break these Terms or use the Service unlawfully and we suffer loss as a result, we may claim that loss from you under ordinary principles of contract and tort law - but you do not take on the broad, open-ended obligation to defend and cover us that section 2 imposes on business users.

Nothing in this document affects your statutory rights, and no part of it is intended to operate as an unfair term under the Consumer Rights Act 2015.

9.1 Survival. This document survives termination or expiry of your account and of the Terms of Service, in respect of anything that happened while they were in force. See Termination Rights.

9.2 Severability. If any part of this document is found unenforceable, it is treated as reduced to the minimum extent necessary to make it enforceable, and the rest continues in force.

9.3 No double recovery. Nothing in this document entitles either of us to recover the same loss twice.