WAIA Terms of Service

These WAIA Terms of Service govern access to and use of WAIA, provided by Nineteen Point Two Ltd.

A contract for a WAIA subscription is formed when Nineteen Point Two Ltd and the Customer sign a Customer Order Form. The signed Customer Order Form incorporates these Terms and the Data Processing Agreement through the URLs it references. The versions published at those URLs on the date both parties sign the Customer Order Form apply. Nineteen Point Two retains copies of those applicable versions with the signed Customer Order Form and makes them available to the Customer on request. Subsequent website updates do not automatically change an existing agreement. Later amendments take effect only where validly agreed under the applicable contractual arrangements.

The Customer Order Form controls the agreed commercial particulars, including the subscription dates, learner licences, price, payment terms and any implementation services. These Terms govern use of WAIA. If the documents conflict about processing Customer Personal Data, the Data Processing Agreement takes priority, except where the parties validly agree a later amendment that expressly changes the relevant DPA provision.

1. Definitions

In these Terms:

Customer means the organisation identified in the signed Customer Order Form.

Customer Order Form means the order form signed by authorised representatives of the Customer and Nineteen Point Two Ltd that identifies the parties, subscription start and end dates, learner licence quantity, total subscription price, payment terms, any optional implementation services and their scope, and the URLs of the incorporated Terms and Data Processing Agreement.

Customer Data means data, content, records, configuration, guidance, branding, learner information and other information submitted to or generated through WAIA by or on behalf of the Customer.

Learner means an individual invited to access WAIA by or on behalf of the Customer.

Organisation Administrator means a user authorised by the Customer to manage WAIA access, settings, learners, guidance, reporting or related functions.

Platform means WAIA and any related online services, content, learning materials, dashboards, evidence records, acknowledgement tools and reporting features.

Terms means these WAIA Terms of Service.

19.2, Nineteen Point Two, we, us and our mean Nineteen Point Two Ltd.

2. The WAIA service

WAIA is one integrated service that helps organisations establish workplace AI baselines, provide learning and guidance, and record evidence of how AI is used in work.

WAIA also records user-submitted workflow evidence, including frequency, net time change, checking and rework, outcomes and supporting context. It brings this evidence together for management review and, where supported, conservative indicative capacity estimates.

WAIA may include:

• learner access
• course content
• manager learning pathways
• organisation guidance display
• guidance acknowledgement records
• learner progress tracking
• completion records
• certificate or evidence records
• organisation administration tools
• reporting dashboards
• support resources

The Customer Order Form sets the number of learner licences. The Customer may invite learners within that agreed quantity.

3. Product boundary

WAIA supports workplace AI learning, guidance and adoption evidence.

WAIA does not provide legal advice, HR advice, regulatory advice, employment advice, financial advice, security certification or formal compliance certification.

WAIA does not guarantee that a Customer will comply with the UK GDPR, EU AI Act, employment law, sector regulation or any internal policy requirement.

Customers remain responsible for their own policies, governance, risk assessments, permitted workplace AI uses, human review, HR and operational decisions, employee communications, lawful basis for processing, AI system deployment decisions and internal controls. WAIA provides learning, guidance, organisational baselines and evidence to support those decisions; it does not guarantee financial savings or business outcomes. Nineteen Point Two remains responsible for its obligations under the agreement and applicable law.

4. Access and licence

Subject to compliance with these Terms and payment when due, Nineteen Point Two grants the Customer a limited, non-exclusive, non-transferable right to access and use WAIA for its internal business purposes during the subscription period in the Customer Order Form, for the agreed number of learner licences.

The Customer must not:

• copy, resell, sublicense or commercially exploit WAIA except as expressly agreed
• reverse engineer, scrape, reproduce or extract the platform or learning content
• remove ownership notices
• use WAIA to build a competing product
• share access credentials
• allow unauthorised users to access the platform
• use WAIA unlawfully or in a way that harms the service, other users or Nineteen Point Two

5. Customer responsibilities

The Customer is responsible for:

• ensuring it has authority to invite learners and process learner data
• providing appropriate privacy information to its staff, workers or learners
• deciding who should access WAIA
• managing Organisation Administrator access
• keeping login credentials secure
• configuring organisation guidance accurately
• ensuring customer-provided guidance, policies, branding and content are lawful and appropriate
• not uploading unnecessary or sensitive personal data
• determining permitted AI uses and internal policies
• reviewing WAIA outputs in context with appropriate human oversight
• making its own legal, HR, operational, security and governance decisions

The Customer must not upload special category data unless this has been expressly agreed in writing.

6. Organisation administrators

Organisation Administrators may be able to invite learners, assign courses, view progress, manage guidance, record acknowledgements, view reporting and configure organisation-level information.

The Customer is responsible for the actions of its Organisation Administrators and for ensuring only appropriate people receive admin access.

7. Learner records and evidence

WAIA may record learner access, progress, completion, assessment responses, guidance acknowledgements and certificate status.

Records may also include baseline responses, application evidence, organisation workflow grouping and administrator review decisions. Evidence strength and outcome direction are distinct: stronger evidence may support a positive, neutral, negative or mixed result, or remain unclear. Validated evidence requires accountable human review. Indicative capacity is not a financial saving, guaranteed productivity improvement or an employee performance score.

These records are intended to support internal visibility and evidence of learning and workplace application. They should not be treated as a complete measure of employee competence, compliance, performance or risk without wider organisational context.

8. Fees and payment

The Customer Order Form sets the total subscription fee and any fee for agreed implementation services. Nineteen Point Two will issue one invoice upfront for the full subscription fee and any agreed implementation services. The subscription starts and ends on the dates in the Customer Order Form, not on the invoice date.

Unless the signed Customer Order Form states otherwise:

• invoices are payable within 30 days of the invoice date
• fees are exclusive of VAT or applicable taxes
• payments are non-refundable except where required by law or expressly agreed
• late payment may result in suspension of access after reasonable notice

9. Implementation

Implementation services are optional and are provided only if selected and scoped in the signed Customer Order Form. Nineteen Point Two will provide only the implementation services documented there.

The subscription does not include continuing consultancy or other services beyond that agreed implementation scope.

10. Support and availability

Nineteen Point Two will use reasonable efforts to keep WAIA available and operating effectively.

Unless a separate service level agreement is agreed in writing, WAIA is provided without a guaranteed uptime commitment.

Support will be provided through the support channels and response approach communicated to the Customer.

WAIA may be unavailable during maintenance, updates, supplier outages, security events or circumstances outside Nineteen Point Two’s reasonable control.

11. Changes to WAIA

Nineteen Point Two may update, improve, change or remove features from WAIA over time.

We will use reasonable efforts not to materially reduce the core functionality of a paid service during an active subscription term without reasonable notice or suitable alternative functionality.

12. Customer Data

The Customer owns Customer Data.

Nineteen Point Two may use Customer Data only as needed to provide, maintain, secure and support WAIA, meet its contractual obligations and comply with applicable law. Processing of Customer Personal Data on the Customer’s behalf is subject to the Customer’s documented instructions and the Data Processing Agreement.

Where Customer Data contains personal data processed on behalf of the Customer, the Data Processing Agreement applies. It takes priority over these Terms where they conflict in relation to processing Customer Personal Data.

The Customer grants Nineteen Point Two the rights needed to host, process, display, transmit and use Customer Data for the purposes of providing WAIA.

13. Nineteen Point Two intellectual property

Nineteen Point Two owns or licenses all rights in WAIA, including the platform, software, workflows, structure, course materials, frameworks, templates, diagnostic logic, content, designs, branding, documentation and related materials.

The Customer must not copy, distribute, adapt or reuse WAIA content outside the platform unless expressly agreed in writing.

14. Customer materials

The Customer retains ownership of its own policies, guidance, logos, branding, uploaded content and Customer Data.

The Customer warrants that it has the right to provide these materials and that their use in WAIA will not infringe third-party rights or breach law.

15. Confidentiality

Each party must keep the other party’s confidential information confidential and use it only for the purposes of the relationship.

Confidential information includes non-public business, technical, commercial, product, pricing, customer, security and operational information.

Confidentiality obligations do not apply to information that is public, already known without restriction, independently developed, or lawfully received from a third party.

16. Data protection

The parties will comply with applicable data protection laws.

For WAIA learner data, the Customer will usually act as controller and Nineteen Point Two will act as processor.

The Data Processing Agreement incorporated through the URL in the signed Customer Order Form applies where Nineteen Point Two processes Customer Personal Data on behalf of the Customer.

17. Subprocessors

Nineteen Point Two may use subprocessors to provide, host, maintain, secure, monitor and support WAIA.

Nineteen Point Two will remain responsible for subprocessors where they process Customer Personal Data on its behalf, in accordance with the Data Processing Agreement.

A current subprocessor list is available at legal.nineteenpointtwo.com/subprocessors/.

18. Security

Nineteen Point Two will use reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, loss, misuse, alteration or disclosure.

The Customer is responsible for secure configuration of its own accounts, administrator permissions, user access and internal use of WAIA.

19. AI processing

WAIA may include AI-related learning content, guidance, frameworks or adoption support.

Unless expressly stated in a specific feature or agreement, WAIA does not use Customer Data to train AI models.

Nineteen Point Two will not intentionally submit Customer Data to third-party AI model providers for model training.

If future WAIA features materially change how Customer Personal Data is processed by AI systems, Nineteen Point Two Ltd will follow the Data Processing Agreement, including its documented-instruction and subprocessor provisions, and update the relevant customer documentation, product notices, privacy information, subprocessor list and contractual terms as required.

20. Acceptable use

The Customer and its users must not use WAIA to:

• breach law or regulation
• infringe third-party rights
• upload malware or harmful code
• attempt unauthorised access
• interfere with platform security or availability
• upload unnecessary sensitive personal data
• harass, discriminate or harm individuals
• make automated employment or legal decisions without appropriate independent review
• misrepresent WAIA as providing legal, HR or regulatory certification

21. Suspension

Nineteen Point Two may suspend access where reasonably necessary due to:

• non-payment
• security risk
• suspected misuse
• breach of these Terms
• legal or regulatory requirement
• supplier suspension or serious technical issue

Where practical and lawful, Nineteen Point Two will provide notice and an opportunity to resolve the issue.

22. Warranties and disclaimers

Nineteen Point Two will provide WAIA with reasonable skill and care.

WAIA is provided as a practical learning, adoption and evidence support tool. It is not a substitute for professional advice or the Customer’s own governance processes.

Except as expressly stated, WAIA is provided without warranties that it will be uninterrupted, error-free, meet every Customer requirement or ensure compliance with any specific legal or regulatory obligation.

23. Liability

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to that, Nineteen Point Two’s total aggregate liability arising out of or relating to WAIA will be limited to the fees paid or payable by the Customer for WAIA in the 12 months before the event giving rise to the claim.

Nineteen Point Two will not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunity, loss of data caused by Customer action, or losses caused by the Customer’s internal decisions, policies, governance or use of WAIA outputs.

24. Term and termination

The subscription runs from the start date to the end date in the signed Customer Order Form. It does not renew automatically. It ends on that end date unless the parties expressly agree an extension or replacement agreement in writing.

Either party may terminate if the other party commits a material breach and fails to remedy it within a reasonable period after written notice.

Nineteen Point Two may suspend access under section 21. Either party may also terminate where required or permitted by applicable law.

On expiry or termination, the Customer’s access to WAIA will end. Return or deletion of Customer Personal Data will follow the Data Processing Agreement.

25. Data export and deletion

At the end of the service, Nineteen Point Two will, at the Customer’s written choice, return or delete Customer Personal Data in accordance with the Data Processing Agreement. Export and complete organisation deletion are manual operations validated for each request; no self-service export or automatic deletion is promised.

Any legally required retention and protected backup copies are handled under the Data Processing Agreement. Other Customer Data will be handled in accordance with the signed Customer Order Form and applicable law.

26. Publicity

Nineteen Point Two may identify the Customer as a customer only with the Customer’s prior consent, unless otherwise agreed in the order form.

27. Assignment

The Customer may not assign or transfer its rights or obligations without Nineteen Point Two’s prior written consent.

Nineteen Point Two may assign or transfer its rights and obligations as part of a business sale, restructuring or transfer, provided this does not materially reduce the Customer’s rights.

28. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction, unless otherwise agreed in writing.

29. Contact

Contract notices should be sent to:

Nineteen Point Two Ltd
C/O James Todd & Co Furzehall Farm, 110 Wickham Road, Fareham, Hampshire, United Kingdom, PO16 7JH
ben@nineteenpointtwo.com