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Iamwendi.ai Enterprise Terms and Conditions

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These Enterprise Terms and Conditions (the “Terms”) govern access to and use of the Iamwendi.ai platform (the “Service”) provided by Cubode LTD (”The company”, “Cubode,” “Iamwendi,” “we,” “our,” or “us”), a company registered in England and Wales (Company No.: 13981853) with its registered office at C/O Stuart McBain Ltd (Accountants) Unit 14, Tower Street, Brunswick Business Park, Liverpool, England, L3 4BJ. By executing an Order Form, clicking “I accept,” or otherwise indicating agreement, the entity identified on the Order Form (“Customer,” “you,” or “your”) accepts these Terms. If you do not agree, you must not use the Service.

1. Definitions

Term	Meaning
“Admin User”	Customer employee authorised to configure the Service (e.g. connect Integrations, manage HR Repository, set policies).
“AI Output”	Machine‑generated content (text, summaries, insights, recommendations, etc.) produced by the Service in response to Prompts.
“Data Protection Law”	All data‑protection and privacy laws and regulations applicable to processing Personal Data under the Agreement (including GDPR, UK GDPR, CCPA, etc.).
“End User”	An individual within Customer’s organisation who interacts with the Service.
“HR Repository”	The logically isolated database instance provisioned for Customer in which Customer may store HR policies or other proprietary documents for Wendi to reference.
“Integration Platform”	Third‑party software or services (e.g. Zoom, Microsoft Teams, Notion, Linear) that Customer connects to the Service via API.
“Order Form”	A document executed by the parties describing the Subscription Plan, Fees and other commercial details.
“Personal Data”	Any information relating to an identified or identifiable natural person.
“Prompt”	Any text or command submitted by Customer or an End User to generate AI Output.
“Subscription Term”	The period during which Customer is authorised to use the Service, as specified in the Order Form.
“User Data”	(a) Content from Integration Platforms that Customer elects to make accessible to the Service; (b) documents stored in the HR Repository; (c) Prompts; and (d) Personal Data relating to End Users.

2. Scope of Service

AI Agent for Managers. The Service provides an AI‑driven agent that assists managers leead their teams efficiently by surfacing up‑to‑date information, generating insights, and/or performing delegated tasks.
Integrations. Customer may, through Admin User configuration, connect the Service to supported Integration Platforms via API. Connection occurs only upon Customer’s explicit instruction and subject to the access scope Customer selects. Customer is responsible for compliance with the terms of use of any Integration Platform.
HR Repository. Upon request, the company ****can provision a single‑tenant encrypted database instance for Customer to upload HR or policy documents. The HR Repository will logically and cryptographically be isolated from other customers’ data.
Agentic Tools. Wendi incorporates proprietary and third‑party large‑language‑model capabilities as well as retrieval‑augmented generation to pull fresh information from connected sources.
Enterprise‑Grade Security. The company maintains administrative, technical and physical safeguards meeting or exceeding industry standards (including encryption in transit and at rest, role‑based access control, audit logging, and regular penetration testing).

3. Account Registration & Administration

Accounts. Customer must designate at least one Admin User. Admin Users may create End‑User accounts, assign roles, and set permissions.
Credentials. Customer must keep all passwords and API keys confidential and notify the company immediately upon unauthorised access.
Customer Responsibility. Customer is responsible for all activity under its accounts, including ensuring that End Users comply with these Terms and with Customer’s own policies.

4. Customer Obligations

Lawful Use. Customer will use the Service only in accordance with (i) these Terms, (ii) Data Protection Law, (iii) applicable employment and HR regulations, and (iv) the acceptable‑use policies of Integration Platforms.
Consents. Customer represents that it has obtained all consents and rights necessary to (a) connect Integration Platforms, (b) upload documents to the HR Repository, (c) disclose User Data to the company, and (d) allow the company to generate AI Output.
Accuracy. Customer is solely responsible for the accuracy, quality and legality of User Data and for verifying AI Output before acting upon it.
Restricted Data. Customer will not submit to the Service any data that is subject to heightened legal or regulatory protections (e.g. protected health information, payment‑card data, export‑controlled data) without the company’s prior written consent.

5. Cubode Obligations

Service Provision. the company will provide the Service during the Subscription Term in accordance with these Terms and the Service Level Agreement (“SLA”) set out in the Order Form.
Security Program. the company shall maintain a written information‑security program aligned with ISO 27001 and SOC 2 requirements.
Support. The company will provide technical support during Business Hours as described in the Order Form.
Data Processing. The company will process Personal Data only in accordance with the Data Processing Addendum (“DPA”) incorporated by reference and execute the Standard Contractual Clauses where required.

6. Licence Grants

By The company. Subject to these Terms and payment of Fees, the company grants Customer a non‑exclusive, non‑transferable, limited licence to access and use the Service internally during the Subscription Term.
By Customer. Customer grants the company a worldwide, royalty‑free licence to host, copy, process and display User Data and to generate and store AI Output solely to (a) provide the Service, (b) improve the Service (subject to the data‑usage settings selected by Customer), and (c) comply with law.
AI Output Ownership. The company hereby assigns to Customer all right, title and interest in and to AI Output to the extent permitted by law. The company retains a non‑exclusive licence to use anonymised, aggregated AI Output to improve model quality unless Customer opts out via admin settings.

7. Fees & Payment

Fees, payment terms, and any overage charges are specified in the Order Form. Except as expressly stated, Fees are non‑cancellable and non‑refundable.

Late payments accrue interest at 1.5 % per month (or the maximum rate permitted by law, if lower). The company may suspend the Service for overdue invoices on 14 days’ notice.

8. Acceptable Use Policy

Customer and End Users must not:

Use the Service to violate law or third‑party rights;
Attempt to probe, scan or test the vulnerability of the Service;
Upload or transmit malware or destructive code;
Use the Service to generate content that is defamatory, discriminatory, or violates HR or employment law;
Remove proprietary notices from the Service;
Reverse‑engineer, decompile or disassemble any component of the Service.

The company may suspend access for material breaches of this section.

9. Data Protection & Security

Compliance. Each party will comply with Data Protection Law. The DPA governs The company’s processing of Personal Data.
Data Segregation. Each Customer’s User Data (including HR Repository) is stored in a dedicated tenant database with separate encryption keys.
Encryption. All data is encrypted in transit (TLS 1.2+) and at rest (AES‑256 or equivalent).
Sub‑Processors. The company’s list of authorised sub‑processors is available upon request.
Incident Response. The company shall notify the Customer without undue delay after becoming aware of a Personal Data Breach and provide reasonable assistance.
Data Deletion. Upon termination or expiry, The company will delete or return User Data within 90 days, unless retention is required by law.

10. Confidentiality

Each party agrees to (a) protect the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) use it only to perform under these Terms; and (c) disclose it only to employees, agents and contractors who have a need to know and are bound by confidentiality obligations. This section survives 5 years after termination (and indefinitely for trade secrets).

11. Intellectual Property

Except as expressly licensed, The company and its licensors own all right, title and interest in and to the Service, including software, models, documentation and derivatives. No implied licences are granted.

12. Third‑Party Services & Integrations

The Service may enable access to Integration Platforms. The company does not control and is not responsible for Integration Platforms. Customer’s use of an Integration Platform is governed by its separate terms. The company is not liable for damages arising from Integration Platforms.

13. Disclaimers

AI Output. AI Output is generated algorithmically and may be inaccurate or inappropriate. Customer should independently verify AI Output before relying on it for business decisions.
No Warranties. To the fullest extent permitted by law, the Service is provided “as is” and The company expressly disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, non‑infringement, and uninterrupted or error‑free operation.

14. Limitation of Liability

To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenues, data or business opportunities, arising out of or related to these Terms, even if advised of the possibility. Each party’s aggregate liability will not exceed the total Fees paid or payable by Customer to The company under the applicable Order Form during the 12 months preceding the event giving rise to the claim.

15. Indemnification

By The company. The company will defend the Customer against third‑party claims alleging that the Service infringes a patent or copyright, and pay resulting damages, provided Customer (a) gives prompt written notice, (b) allows The company to control defence and settlement, and (c) cooperates as requested.
By The Customer. Customer will defend The company against claims arising from (a) Customer’s violation of law, (b) User Data, or (c) use of the Service in breach of these Terms.

16. Term & Termination

Term. These Terms commence on the Effective Date and continue for the Subscription Term.
Termination for Cause. Either party may terminate these Terms for material breach not cured within 30 days of notice.
Effect of Termination. All licences terminate. Sections 9, 10, 11, 13–15, 18–20 survive.

17. Export Compliance

Customer will not export, re‑export or permit access to the Service in violation of UK, EU or US export‑control laws (including deemed export rules for AI models).

18. Governing Law & Dispute Resolution

These Terms and any dispute arising out of them are governed by the laws of England and Wales, excluding conflict‑of‑laws principles. The parties submit to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek injunctive relief in any jurisdiction. Optional Arbitration: If selected in the Order Form, disputes shall instead be finally resolved by binding arbitration under the LCIA Rules in London.

19. Miscellaneous

Entire Agreement. These Terms, the Order Form(s), DPA and SLA constitute the entire agreement and supersede all prior agreements.
Amendments. The company may update these Terms on 30 days’ notice; continued use after the effective date constitutes acceptance.
Assignment. Neither party may assign these Terms without the other’s prior written consent, except to an affiliate or in connection with a corporate reorganisation, merger or sale of substantially all assets.
Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control.
Severability. If any provision is unenforceable, it will be modified to reflect the parties’ intention and the remaining provisions will remain in effect.
No Waiver. Failure to enforce a provision is not a waiver.
Notices. Legal notices must be sent to hello@cubode.ai and deemed given on receipt.

20. Contact Information

Cubode LTD (Company No.: 13981853) with its registered office at C/O Stuart McBain Ltd (Accountants) Unit 14, Tower Street, Brunswick Business Park, Liverpool, England, L3 4BJ.