API & AI Connector Licence Framework Agreement

Business-to-business framework agreement · England and Wales · Version 2026-10

Agreement particulars

The parties agree as follows.

1. Definitions and contract structure

1.1 Definitions

“Affiliate” means an entity controlling, controlled by or under common control with a party. “API” means the application programming interfaces specified in an Order Form, including associated documentation. “AI Connector” means Bravo Echo’s software, interfaces, workflows and orchestration components specified in an Order Form that connect to or use artificial-intelligence services. “Authorised Users” means Customer personnel and contractors permitted to access the Services for Customer’s internal business purposes. “Customer Data” means information and content submitted, transmitted or made available by or for Customer through the Services, including prompts and inputs. “Documentation” means Bravo Echo’s user and technical documentation made available to Customer. “Order Form” means an order signed or otherwise agreed in writing by both parties substantially in the form of Schedule 1. “Services” means the hosted APIs, AI Connector and related services described in an Order Form. “Subscription Term” means the initial term and any renewal term specified in the Order Form. “Output” means content returned by or through an AI-related component in response to Customer Data. “Usage Limits” means the call, token, throughput, seat, environment and other limits set out in an Order Form.

1.2 Framework and priority

This Agreement governs each Order Form entered into by the parties. Each Order Form forms part of this Agreement and creates a separate subscription for the relevant Services. If documents conflict, the order of priority is: (a) any expressly identified signed amendment; (b) Schedule 2 (Data Processing Addendum) for processing of personal data only; (c) the relevant Order Form for its commercial and service-specific matters, but only where it expressly states the clause it overrides; and (d) these main terms and remaining schedules. Customer purchase-order terms do not apply unless expressly signed by Bravo Echo.

2. Licence and access

2.1 Grant

Subject to payment and compliance, Bravo Echo grants Customer a non-exclusive, non-transferable, non-sublicensable (except as expressly allowed below), revocable only in accordance with this Agreement licence during the relevant Subscription Term to access and use the Services, APIs, AI Connector and Documentation for Customer’s internal business operations and the permitted integration purposes in the Order Form. No source-code licence is granted. The licence extends to Authorised Users and to Customer’s contractors acting on Customer’s behalf and subject to confidentiality and equivalent use restrictions; Customer remains responsible for their acts and omissions.

2.2 Restrictions

Except to the extent permitted by non-excludable law, Customer must not: resell, distribute, sublicense or offer the Services as a standalone service to third parties; reverse engineer or attempt to extract source code or underlying models; circumvent usage controls, security or rate limits; remove proprietary notices; use the Services to develop a directly competing API or connector by copying Bravo Echo’s protected materials; introduce malware; access another customer’s data; or use the Services unlawfully or in violation of third-party rights. Customer may not allow third-party production use unless the Order Form expressly permits it.

2.3 Credentials and changes

Customer must protect access keys, tokens and credentials, apply least-privilege access, promptly report compromise and ensure that integrations comply with the Documentation. Bravo Echo may rotate credentials or make proportionate changes for security, law or service continuity; it will use reasonable efforts to give advance notice of material breaking API changes and any stated deprecation period in Schedule 3 or the Order Form.

2.4 Third-party services

An AI model, cloud service or third-party API may be supplied by a third party. Any applicable third-party conditions, pass-through charges, regional restrictions and approved providers must be identified in the Order Form. Customer must not be bound by undisclosed third-party terms. Bravo Echo remains responsible for its contractual obligations, including its authorised sub-processors under Schedule 2.

3. Subscription, billing and payment

3.1 Subscription options

Customer shall select in each Order Form either: (a) Monthly: the subscription fee is invoiced and payable in full in advance of the first day of each monthly billing period; or (b) Annual: the subscription fee for a 12-month period is invoiced and payable in full in advance of the first day of each annual billing period. The initial invoice is payable by the Service Start Date unless a later date is expressly agreed in the Order Form. Bravo Echo is not obliged to activate the relevant Services until the first cleared payment is received.

3.2 Renewal and notice

Unless an Order Form states otherwise, each monthly Subscription Term automatically renews for successive one-month periods, and each annual Subscription Term for successive 12-month periods, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term (for monthly subscriptions, 7 days). Annual advance payment does not by itself provide an early termination or pro-rata refund right.

3.3 Fees and usage

Fees, included allowances, overage rates, any implementation charges and payment currency are specified in the Order Form. Unless stated otherwise, charges exclude VAT and applicable sales taxes, which Customer pays in addition on receipt of a valid invoice. Customer shall pay undisputed charges without set-off or deduction other than as required by law. Overage fees are billed monthly in arrears, at the rates agreed in the Order Form; Bravo Echo may apply agreed hard usage caps rather than incur unapproved overages.

3.4 Price changes

Prices are fixed for the initial Subscription Term. Bravo Echo may change renewal pricing by giving at least 45 days’ written notice before annual renewal or 30 days before monthly renewal; the change takes effect only on renewal. Customer may avoid a proposed increase by giving timely non-renewal notice, notwithstanding clause 3.2.

3.5 Late payment

If an undisputed invoice remains unpaid 10 business days after written reminder, Bravo Echo may suspend the affected Services on at least 5 further business days’ written notice, provided it acts proportionately and restores service promptly after full payment. Bravo Echo may recover statutory interest and compensation where available under the Late Payment of Commercial Debts (Interest) Act 1998. A disputed amount raised promptly and in good faith will not, by itself, trigger suspension while the parties work reasonably to resolve it.

4. Delivery, support and service operation

4.1 Provision

Bravo Echo shall use reasonable skill and care to provide the Services substantially in accordance with the Documentation and applicable Order Form. Configuration, onboarding, professional services, support hours and any service levels apply only if specified in an Order Form or Schedule 3. Unless expressly agreed, Bravo Echo does not guarantee uninterrupted availability or particular business outcomes.

4.2 Maintenance and security

Bravo Echo may carry out scheduled or emergency maintenance, using reasonable efforts to minimise disruption and provide reasonable advance notice where practicable. It shall maintain appropriate technical and organisational security measures as described in Schedule 2 and the applicable Order Form.

4.3 Customer obligations

Customer is responsible for lawful collection of Customer Data; notices, permissions and consents; the accuracy and appropriateness of inputs; its networks, systems, integration configuration and backups; human review of Outputs; and its own decisions or actions taken using the Services. Customer shall ensure its use complies with applicable laws and the acceptable-use restrictions in clause 2.2.

5. AI-specific terms

5.1 Outputs and human oversight

AI Outputs may be inaccurate, incomplete, biased, non-unique or unsuitable for the intended purpose. Customer must independently verify Outputs before making decisions with legal, financial, safety-critical or similarly significant effects; the Services are not a substitute for qualified professional judgement. Customer shall not present machine-generated Outputs as verified facts without appropriate review.

5.2 Training and model providers

Bravo Echo will not use Customer Data to train a general-purpose AI model, or permit a third-party AI provider to do so, unless Customer expressly opts in in writing in the Order Form or another signed document. The Order Form must specify any AI provider, retention or zero-retention configuration materially affecting Customer Data. Any model-specific restrictions are disclosed in the Order Form.

5.3 Rights in content

As between the parties, Customer retains ownership of Customer Data and any rights it has in Outputs, subject to third-party rights and applicable law. Bravo Echo receives a limited licence to process Customer Data to supply, secure, troubleshoot and support the Services and comply with law. Bravo Echo may use aggregated, irreversibly anonymised service statistics that do not identify Customer or any individual; personal data is governed by Schedule 2.

6. Intellectual property and feedback

6.1 Supplier IP

Bravo Echo and its licensors own the APIs, AI Connector, Services, Documentation, underlying software, methods, updates, modifications and associated intellectual property. No ownership transfers under this Agreement. Customer must not use Bravo Echo’s name or marks publicly without prior written consent, other than to identify it as a supplier where lawful.

6.2 Customer IP and feedback

Customer and its licensors own Customer Data and Customer materials. Customer grants Bravo Echo the limited rights needed to perform this Agreement. If Customer voluntarily provides general product suggestions, Bravo Echo may use them without obligation or attribution, provided it does not disclose Customer Confidential Information or claim ownership of Customer materials.

7. Confidentiality

7.1 Confidential information

Each receiving party shall protect the other party’s non-public commercial, technical, pricing and business information (including access credentials and Customer Data) with at least reasonable care, use it only to perform or receive this Agreement, and disclose it only to personnel, professional advisers and permitted subcontractors who need to know and are bound by confidentiality obligations. These duties do not apply to information demonstrably public without breach, already lawfully known, independently developed or lawfully obtained without restriction.

7.2 Required disclosure and duration

If legally compelled to disclose Confidential Information, the receiving party may do so to the minimum extent required and, where lawful, will give prompt notice and reasonable cooperation. Confidentiality continues for three years after termination, and for trade secrets and personal data for so long as protected by applicable law or while the information remains confidential. Each party shall return or securely destroy the other’s Confidential Information on request, subject to legal retention, secure backups and Schedule 2.

8. Data protection

8.1 Roles

Each party shall comply with applicable UK data protection law, including the UK GDPR and Data Protection Act 2018 as amended. To the extent Bravo Echo processes personal data on Customer’s behalf, Customer is controller and Bravo Echo is processor, and Schedule 2 applies. For its own account administration, billing and legal-compliance personal data, Bravo Echo acts as an independent controller and shall provide its own privacy information.

8.2 Transfers

Neither party shall cause a restricted transfer of personal data without a lawful transfer mechanism and any required assessments and safeguards. The parties shall identify hosting locations and approved sub-processors in Schedule 2 / the Order Form and document relevant transfer mechanisms before transfers commence.

9. Warranties and indemnities

9.1 Mutual authority

Each party warrants that it has authority to enter into this Agreement and will comply with laws applicable to its performance. Bravo Echo warrants that it will provide the Services with reasonable skill and care and materially in accordance with the agreed service description.

9.2 IP claim procedure

Bravo Echo shall defend Customer against a third-party claim that Customer’s authorised use of Bravo Echo-developed Services infringes that third party’s UK copyright or UK patent and pay damages and reasonable costs finally awarded or agreed in an approved settlement, provided Customer gives prompt notice, reasonable cooperation and Bravo Echo sole control of the defence and settlement (which must not impose non-monetary obligations or admissions on Customer without consent). This does not cover claims arising from Customer Data, unauthorised changes or use, combinations not supplied or approved by Bravo Echo, or continued use after a reasonably suitable non-infringing replacement is offered. Bravo Echo may procure continued use, modify or replace the affected Services, or terminate the affected Order Form and refund prepaid fees for the unused portion.

9.3 Customer indemnity

Customer shall defend and indemnify Bravo Echo against third-party claims arising from Customer Data or Customer’s unlawful or unauthorised use of the Services, excluding the extent caused by Bravo Echo’s breach, negligence or unlawful conduct, subject to equivalent notice, cooperation and defence-control conditions.

10. Liability

10.1 Non-excludable liability

Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct to the extent non-excludable, payment of properly due fees, or any liability that cannot lawfully be excluded or limited.

10.2 General cap

Subject to clauses 10.1 and 10.3, each party’s aggregate liability arising out of or in connection with an Order Form in any rolling 12-month period shall not exceed 100% of the total fees paid or payable under that Order Form in that period; for claims arising in the first 12 months, the cap is the fees paid or payable for the first 12 months. The cap applies to contract, tort (including negligence), statutory duty and other claims combined.

10.3 Enhanced cap

Subject to clause 10.1, each party’s aggregate liability for breach of clause 7 (Confidentiality), breach of Schedule 2 (Data Processing Addendum) or its indemnity obligations under clause 9 is capped at 200% of the fees paid or payable under the affected Order Form in the relevant 12-month period. The enhanced cap is inclusive of, not additional to, the general cap. Fines or penalties are recoverable only to the extent lawfully recoverable and attributable to the liable party’s breach.

10.4 Excluded loss

Subject to clause 10.1, neither party is liable for indirect or consequential loss, lost profits, lost revenue, loss of business opportunity or anticipated savings. This exclusion does not prevent recovery of direct, reasonably foreseeable costs of restoring lost or corrupted Customer Data to the extent caused by Bravo Echo’s breach, subject to the applicable cap. Each party shall take reasonable steps to mitigate loss.

10.5 Risk allocation

The parties acknowledge that fees reflect the agreed allocation of risk. Any bespoke liability caps or cyber-insurance requirements must be recorded expressly in the relevant Order Form. Clauses 9 and 10 are subject to all applicable statutory controls, including applicable reasonableness requirements.

11. Suspension and termination

11.1 Suspension

Bravo Echo may suspend affected access to address an actual or reasonably suspected security incident, unlawful use, material breach of clause 2 or a valid non-payment suspension under clause 3.5. Where practicable it will first give notice and an opportunity to remedy, minimise scope and duration, and restore access when the cause is resolved.

11.2 Termination for cause

Either party may terminate an affected Order Form or this Agreement by written notice if the other commits a material breach not remedied within 30 days after written notice describing it, or immediately if the breach cannot reasonably be remedied. Either party may terminate immediately if the other enters insolvency proceedings or ceases business, subject to applicable law.

11.3 Effect of expiry or termination

On expiry or termination of an Order Form, Customer’s relevant licence ends and it shall cease using the affected Services and delete credentials and Supplier confidential materials, save for legal retention. Accrued fees remain payable. On termination for Bravo Echo’s uncured material breach, Bravo Echo shall refund prepaid recurring fees for the unused portion of the affected subscription. On Customer breach or convenience/non-renewal, prepaid fees are non-refundable except where law requires otherwise. Data export, return and deletion are governed by Schedule 2 and any paid transition services in the Order Form.

11.4 Survival

Clauses concerning accrued charges, IP, confidentiality, personal data, warranties/indemnities, liability, dispute resolution and other provisions intended to survive remain in force as appropriate.

12. General

12.1 Force majeure

Neither party is liable for delay caused by circumstances beyond its reasonable control, excluding a payment obligation, if it promptly notifies the other and mitigates effects. If the event prevents material performance for more than 60 consecutive days, either party may terminate the affected Order Form on notice; Bravo Echo shall refund prepaid recurring fees for the unused period after termination.

12.2 Notices

Formal notices must be sent by email to the contract notice email in the Agreement particulars, with a copy by tracked post to the registered office (or other notified address). Notice is deemed received on the next business day after sending by email if no delivery failure is received, or on recorded delivery if sent by post. Routine operational notices may be provided by the portal or email.

12.3 Assignment and subcontracting

Neither party may assign this Agreement without the other’s prior written consent, not to be unreasonably withheld, except to an Affiliate or on a genuine sale of substantially all relevant business/assets if the assignee can perform and the other party is notified. Bravo Echo may subcontract performance, remaining responsible for its subcontractors and subject to Schedule 2 for personal data.

12.4 Entire agreement and changes

This Agreement and its Order Forms are the entire agreement on their subject matter and supersede prior proposals. Variations must be agreed in writing by authorised representatives, except changes expressly allowed here. Neither party relies on representations not set out here, without limiting liability for fraud. If any provision is unenforceable, it will be severed to the minimum extent and the rest remains effective. Failure to enforce is not a waiver; no third party has rights under the Contracts (Rights of Third Parties) Act 1999 unless expressly specified.

12.5 Law and disputes

This Agreement and non-contractual disputes are governed by the laws of England and Wales. The parties shall first attempt good-faith resolution through senior representatives for 20 business days after a written dispute notice. The courts of England and Wales have exclusive jurisdiction, without preventing either party from seeking urgent interim injunctive relief in any court of competent jurisdiction.

Acceptance

This Agreement is offered by Bravo Echo in the form published as version 2026-10. Customer accepts it electronically in the Bravo Echo console, through a person who confirms they are authorised to bind Customer. Bravo Echo records who accepted, their title, the version, the date and time, and a SHA-256 fingerprint of this exact document, and both parties agree that this record is their signature of this Agreement and of the Order Form in Schedule 1.

Schedule 1: Order Form

This Order Form is issued under the API & AI Connector Licence Framework Agreement between Bravo Echo and Customer, with the Effective Date in the Agreement particulars. The parties agree to the following subscription:

Unless this Order Form states an express and valid variation, the Framework Agreement prevails in accordance with clause 1.2.

Schedule 2: Data Processing Addendum

This Schedule applies only insofar as Bravo Echo processes personal data for Customer as processor in performing the Services. It supplements, and does not replace, the obligations imposed by applicable data protection law.

A. Processing instructions and confidentiality

1. The subject matter, duration, nature, purpose, data types and data-subject categories are described in Annex A. Customer instructs Bravo Echo to process personal data only to deliver and secure the Services, support Customer, comply with written documented instructions (including this Agreement) and make authorised transfers. If UK law requires other processing, Bravo Echo will notify Customer before processing unless law prohibits notice. Bravo Echo shall promptly notify Customer if in its opinion an instruction infringes applicable data protection law; it may suspend that instruction pending clarification.

2. Bravo Echo shall ensure people authorised to process personal data are committed to confidentiality, receive suitable training and access only the data necessary for their role.

B. Security, incidents and assistance

3. Bravo Echo shall implement appropriate technical and organisational measures under Article 32 UK GDPR, proportionate to the risk, including the baseline in Annex B. It shall review and update these measures without materially reducing their overall protection.

4. Bravo Echo shall notify Customer without undue delay after becoming aware of a personal data breach affecting Customer personal data, provide then-available material information, take reasonable containment/remediation steps, and provide updates as investigation proceeds. The parties acknowledge Customer decides whether notification to regulators or individuals is required in its role as controller.

5. Taking account of the nature of processing and information available, Bravo Echo shall assist Customer with data-subject requests and compliance with security, breach notification, data protection impact assessments and prior consultation duties; reasonably requested substantial assistance beyond standard support may be charged at agreed reasonable rates where permitted by law.

C. Sub-processors and international transfers

6. Customer gives general written authorisation for the sub-processors listed in Annex A. Bravo Echo will provide at least 30 days’ advance notice of a proposed addition or replacement (except urgent security substitution, notified as soon as practicable), enabling Customer to object on reasonable data-protection grounds within 14 days. The parties will seek a reasonable alternative; if none is available, Customer may terminate the affected Services before the change takes effect and receive a pro-rata refund of prepaid unused subscription fees. Bravo Echo shall bind sub-processors by written terms providing protections equivalent to this Schedule and remains liable for their performance.

7. Bravo Echo shall not make a restricted international transfer without an applicable adequacy decision or valid safeguard, such as the UK International Data Transfer Agreement or UK Addendum to EU standard contractual clauses where suitable, and any required transfer risk assessment. Details of relevant locations and mechanisms shall be recorded in Annex A / the Order Form. Customer authorises the documented transfers identified there.

D. Audit, return and deletion

8. Bravo Echo shall make available information reasonably necessary to demonstrate compliance with Article 28 UK GDPR and allow and contribute to audits, including inspections, by Customer or an independent auditor mandated by Customer, on reasonable advance notice, no more than once annually unless a breach, regulator direction or reasonable serious concern justifies otherwise. Audits must preserve others’ security/confidentiality and avoid unnecessary disruption; recent independent audit reports may satisfy routine requests, where appropriate. Each party bears its own costs unless a material breach is identified, in which case Bravo Echo bears reasonable audit costs attributable to that breach.

9. At Customer’s choice on termination or expiry, Bravo Echo shall return or delete Customer personal data, including existing copies, within 30 days after the agreed export period, except as law requires retention. Customer may request export in a commonly used machine-readable format within 30 days after termination, subject to agreed reasonable professional-service fees for non-standard assistance. Backups shall be isolated and deleted on normal cycles no later than [90] days, with retention and limited access only as legally required. Bravo Echo shall confirm deletion on request.

10. The parties will amend this Schedule where necessary to maintain compliance with applicable law. Each party remains responsible for its own controller obligations. For data protection purposes, this Schedule prevails over inconsistent main terms.

Annex A: Processing description (complete before live data)

Annex B: Baseline security measures (complete / adjust)

Encryption in transit using current supported TLS; encryption at rest for production personal data and backups where technically appropriate.

Role-based access control, multifactor authentication for privileged accounts, secrets management and access removal processes.

Documented vulnerability management, security updates, system logging, monitoring and incident response escalation.

Environment separation, tested backups and proportionate resilience and recovery procedures.

Personnel confidentiality and proportionate security training; risk-based supplier due diligence and written sub-processor contracts.

Customer-facing incident contact: [●]; target initial breach notification: without undue delay, with operational target of [24 / 48] hours where feasible.

Schedule 3: Optional Service Levels & Support

This schedule applies only where selected in the relevant Order Form. Complete the bracketed values or state “not applicable”. The main agreement does not imply an SLA unless this Schedule is activated.

Schedule 4: Services and pricing

1. Services

2. Measurement

One API call or one AI Connector tool call to an Available service is one metered request. Metered requests are counted per organisation, across all its API keys, per calendar month (UTC), and shown on the Usage page of the Bravo Echo console.

3. Prices

The bands are graduated: each band’s price applies to the requests inside it. Prices exclude VAT and applicable sales taxes.

4. Beta services

Calls to a Beta service are recorded, but never counted toward the allowance, billed or refused for quota. Bravo Echo will give at least 7 days’ notice by email before a Beta service starts counting; from then it is Available and priced as above.

5. Rate limit

60 requests a minute on each API key on the Free plan and 600 on Pay as you go, unless agreed otherwise. World maps (POST /v1/raim/map) are also limited to 10 a minute for each organisation.