SmartAssessor End User Licence Agreement
Version 1.1 – 01.01.2026
1. Acceptance
This End User Licence Agreement (EULA) is a binding agreement between you, the individual user, and the Provider identified in clause 2. By clicking Accept, by logging in to the Platform, or by otherwise accessing or using the Platform, you confirm that you have read this EULA, understand it, and agree to be bound by it. If you do not agree you must not access or use the Platform.
By accepting this EULA, you represent that you are authorised by the Customer to access and use the Platform in your relevant capacity.
The Platform records your username, the version of this EULA accepted, and the date and time of acceptance.
2. The Parties
You means the individual accessing or using the Platform.
Sendient Group means Sendient Limited (England and Wales, company number 14051013), Sendient Inc (Delaware, United States), SmartAssessor Limited (England and Wales, company number 16904842), each with its registered office as set out in clause 17, together with any other entity under common control with them from time to time.
Provider means the Sendient Group entity that has entered into a written contract with the Customer for the SmartAssessor service you are accessing. Your acceptance of this EULA is with the Provider. Where rights or protections under this EULA are expressed in favour of Sendient Group, each member of Sendient Group may enforce those rights in its own name.
3. Definitions
Customer means the organisation that has entered into a written contract with the Provider for the SmartAssessor service. The Customer is typically a consulting firm, a certification body, or another professional services organisation that provisions the Platform for use by its own personnel and its own clients.
Customer Contract means the written contract between the Customer and the Provider, including any order form and statement of works, under which the Platform is made available.
Competing Service means a product or service that materially replicates or seeks to substitute the core compliance assessment functionality of the Platform.
End Organisation means an organisation that is a client of the Customer and whose personnel have been authorised by the Customer to use the Platform in connection with a consulting or assessment engagement delivered by the Customer.
Platform means the SmartAssessor software as a service platform, including its user interfaces, workflows, question sets, assessment approach, data models, prompts, templates, confidence signals, reports, and any associated documentation.
User Content means any data, documents, text, voice input, commentary, or other material you submit to the Platform.
AI Outputs means any content generated by artificial intelligence or machine learning components of the Platform.
4. Your Role
You access the Platform under the authority of the Customer and in one of the following capacities.
4.1 As a member of the Customer's own organisation, acting as a consultant, auditor, or other authorised professional.
4.2 As a member of an End Organisation, authorised by the Customer to use the Platform in connection with a consulting or assessment engagement between the Customer and the End Organisation.
4.3 As an independent third party authorised by the Customer to access the Platform for a limited and specific purpose.
Regardless of capacity, the obligations in this EULA apply to you personally.
If you are an auditor or other independent professional, nothing in this EULA overrides your professional obligations in respect of independence, objectivity, or reporting.
5. Contractual Scope
The Provider's commercial relationship in respect of the Platform is with the Customer only. Where you are using the Platform as a member of an End Organisation, or otherwise other than as a member of the Customer's own organisation, your commercial and contractual remedy in respect of the Platform lies with the Customer under the contract between the Customer and you or your organisation.
Except to the extent that applicable law provides otherwise and cannot be excluded, this EULA does not create any direct commercial right of action by you, or by any End Organisation, against the Provider or any other member of Sendient Group. It governs only your personal use of the Platform and the obligations that apply to you as an individual user.
6. Licence
The Provider grants you a non exclusive, non transferable, non sublicensable, revocable, and limited personal licence to access and use the Platform during the term of your authorisation by the Customer, solely for the purposes permitted by the Customer Contract and for internal business use in connection with the Customer's permitted use.
7. Account Security
You will keep your login credentials confidential and will not share them with any other person. You will use any multi factor authentication or other security controls provided by the Platform. You will notify the Provider immediately at support@sendient.ai if you become aware of any unauthorised access to your account or any suspected compromise of your credentials.
You are responsible for activity conducted under your account to the extent it arises from your failure to comply with this EULA or to keep your credentials secure, until the Provider has been notified of a suspected compromise.
8. User Content
You warrant that you have the right to submit the User Content you upload and that the User Content does not infringe any third party right, breach any obligation of confidence, or contravene any law.
You grant the Provider a non exclusive, worldwide, royalty free licence for the term of your access to the Platform to host, copy, transmit, process, display, and otherwise use User Content as necessary to operate, secure, and support the Platform for the Customer, in each case in accordance with the Customer Contract and applicable law.
The Provider processes User Content only to deliver the Platform to the Customer and as otherwise set out in the Customer Contract. The Provider will not use User Content to train, fine tune, or improve any artificial intelligence model or any other product or service without the prior written consent of the Customer.
Personal data within User Content is processed by or on behalf of the Provider in accordance with the Provider's privacy notice at https://sendient.ai/privacy-policy/, the Customer Contract, and applicable law.
9. AI Outputs
AI Outputs are probabilistic. They may contain errors, omissions, or inaccuracies and are not a substitute for your own judgement. AI Outputs may also reflect limitations in the underlying third party models or the data sources on which those models draw.
You will not rely on AI Outputs alone to make unsupervised decisions that have legal or similarly significant effects on any individual. You will apply your own professional judgement before acting on or formally recording any AI Output.
You remain responsible for all professional opinions, findings, conclusions, certifications, and recommendations issued through or using the Platform.
10. Third Party Integrations
The Platform may connect to third party services, including accounting systems such as QuickBooks, Xero, and Sage. If you authorise such a connection, you confirm that, to the best of your knowledge and belief, you have the necessary authority from the Customer, or from the End Organisation whose data is involved, to do so and to share the relevant data with the Provider through that connection.
You will notify the Customer or the Provider promptly if you are no longer able to manage such an authorisation, and you will take reasonable steps to revoke any authorisation you control before you cease to be an authorised user of the Platform. The Provider is not responsible for the availability, accuracy, or lawfulness of data supplied by any third party service.
11. Platform Protection and No Competing Use
You will not, directly or indirectly, and whether through automated means or otherwise, do any of the following.
11.1 Scrape, crawl, harvest, or extract content, data, or outputs from the Platform, except through features the Platform itself provides for that purpose.
11.2 Use the Platform, any AI Output, any methodology, workflow, question set, prompt, template, confidence signal, or assessment approach observed on the Platform, to train, build, test, benchmark, or improve any Competing Service.
11.3 Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, prompt structures, or internal logic of the Platform.
11.4 Reproduce, replicate, or substantially imitate the confidential features, proprietary methodologies, or non public elements of the Platform in any other product or service.
11.5 Disclose the internals or non public features of the Platform to any third party, or input them into any artificial intelligence model or tool, for the purposes of replication, competitive analysis, or development of a Competing Service.
You acknowledge that a breach of this clause 11 may cause harm to Sendient Group that is not adequately compensable by damages alone, and that Sendient Group may seek injunctive or other equitable relief in any court of competent jurisdiction in addition to any other available remedies.
Your obligations under this clause 11, and the rights of Sendient Group to enforce them, survive for five years after your access to the Platform ends.
This clause 11 applies to you personally. Your personal liability under this clause is in addition to, and not in substitution for, any liability of the Customer or any End Organisation.
12. Intellectual Property
All intellectual property rights in the Platform, in any improvements or updates to it, and in any materials provided by the Provider, belong to Sendient Group or its licensors. Nothing in this EULA transfers any such rights to you. You retain no rights in the Platform beyond the limited licence in clause 6.
Any feedback, suggestion, or idea you provide to the Provider about the Platform may be used by the Provider and by any member of Sendient Group freely and without obligation or payment to you.
All rights not expressly granted under this EULA are reserved.
13. Confidentiality
You will treat as confidential any information you encounter through the Platform that belongs to the Customer, to an End Organisation, to another user, or to any member of Sendient Group, and that is not already in the public domain through no act or omission of yours. You will not use or disclose any such information except for the purposes for which you have been authorised to use the Platform.
The obligations in this clause 13 do not apply to information that (a) is or becomes publicly known through no act or omission of yours, (b) was already lawfully known to you before it was disclosed to you through the Platform, (c) is independently developed by you without use of the information in question, or (d) is required to be disclosed by law, regulator, or court order, provided that where lawful you give the Provider reasonable advance notice of the required disclosure.
This clause 13 survives for five years after your access to the Platform ends.
14. Warranty Disclaimer
The Platform is provided on an as is and as available basis. To the fullest extent permitted by law, the Provider and each member of Sendient Group disclaim all warranties, representations, conditions, and other terms, whether express or implied, including any as to satisfactory quality, fitness for a particular purpose, non infringement, accuracy, timeliness, or uninterrupted availability.
15. Liability
15.1 Nothing in this EULA limits or excludes any liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence and liability for fraud or fraudulent misrepresentation.
15.2 Subject to clause 15.1, and to the fullest extent permitted by law, neither the Provider nor any member of Sendient Group is liable to you for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of data, loss of anticipated savings, or any indirect, special, or consequential loss, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise.
15.3 Subject to clauses 15.1 and 15.2, and to the fullest extent permitted by law, the total aggregate liability of the Provider and Sendient Group to you under or in connection with this EULA, however arising, is limited to the greater of (a) any amount you have paid to the Provider directly in the 12 months preceding the event giving rise to the claim, or (b) GBP 1,000, converted where necessary into the currency of the forum in which the claim is brought using the Bank of England closing spot rate on the date the claim is issued.
15.4 You acknowledge that any commercial remedy in respect of the Platform sits with the Customer under the Customer Contract, or with the Customer under your or your organisation's contract with the Customer as the case may be, and that the limitations in this clause 15 are reasonable given that you are not paying the Provider directly for access to the Platform.
16. Suspension and Termination
The Provider may:
16.1 suspend your personal access to the Platform immediately, with or without notice, where reasonably necessary to address a security or legal risk, a reasonable and material reputational risk arising from your misuse of the Platform, or a material breach or suspected material breach of this EULA; and
16.2 terminate your personal access to the Platform for material or repeated breach of this EULA, on instruction from the Customer, or on expiry or termination of the Customer Contract.
Suspension or termination of your personal access does not affect the Customer Contract or the access rights of any other user. On termination, your licence under clause 6 ends immediately. Clauses 8, 11, 12, 13, 14, 15, 17, and 18 survive termination.
17. Notices
Notices to you may be delivered through the Platform, by email to the address associated with your account, or by any other reasonable means.
Notices to the Provider or to any member of Sendient Group may be sent by email to support@sendient.ai or by post to the following registered offices.
Sendient Limited and SmartAssessor Limited, Stoneythorpe Hall, Southam, Warwickshire, CV47 2DL, United Kingdom.
Sendient Inc, 16192 Coastal Highway, Lewes, Delaware 19958, United States of America.
18. General
18.1 Changes. The Provider may change this EULA on 30 days' notice given through the Platform or by email to the address associated with your account. Where the changes are material, the Provider may require you to accept the revised EULA before continuing to use the Platform. Otherwise, continued use of the Platform after the notice period means you accept the changes. If you do not accept the changes you must stop using the Platform.
18.2 Entire agreement. This EULA is the entire agreement between you and the Provider in respect of your personal use of the Platform. The Customer Contract continues to govern the commercial relationship between the Customer and the Provider.
18.3 Severance. If any provision of this EULA is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to be valid and enforceable, and the remaining provisions will continue in full force.
18.4 No waiver. A failure or delay in exercising any right under this EULA does not waive that right.
18.5 Third party rights. A person who is not a party to this EULA has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, except that each member of Sendient Group may enforce clauses 11, 12, 13, 14, and 15 in its own name.
18.6 Assignment. You may not assign or transfer your rights under this EULA. The Provider may assign its rights and obligations to another member of Sendient Group or to a successor in business.
19. Governing Law and Jurisdiction
This EULA and any dispute or claim arising out of or in connection with it, including any non contractual dispute or claim, are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.
Sendient Limited | Company Registration No. 14051013 SmartAssessor Limited | Company Registration No. 16904842 Stoneythorpe Hall, Southam, Warwickshire, CV47 2DL, United Kingdom Sendient Inc | 16192 Coastal Highway, Lewes, Delaware 19958, United States of America support@sendient.ai | www.sendient.ai