OVERVIEW

This Schedule defines purchased service allowances for Ductio’s executive intelligence business and how they are measured, protected and reviewed. Sections 1 to 12 and completed Annex A form the contractual schedule when incorporated into an accepted Order. 

1 Application and purchased version

1.1 This Schedule applies to DUCTIO LTD’s business Services only where the accepted Order incorporates its identified version. Mandatory international-transfer clauses prevail for their subject matter, followed by the DPA for personal-data processing and expressly agreed lawful Order variations identifying the provision varied. This Schedule governs measurement and purchased entitlements; the Data and Intelligence Licence Schedule governs licensed use and distribution; Product Specific Terms govern enabled service-specific matters; the AUP governs acceptable use and proportionate enforcement. The Customer Terms govern remaining commercial matters, including fees, liability, indemnities, termination and disputes. No new liability, indemnity or unrelated data-use right is created here.

1.2 The Order must capture the product edition and version, enabled modules, permitted executive-search, succession, leadership, board, workforce or investment purposes, authorised entities and territory, seats, each allowance, pooling, counting, reset rules and applicable rates. Annex A provides the entitlement record and must agree with the incorporated Licence Schedule’s rights record. Optional intelligence engines, agents, integrations, APIs and Voice are included only if recorded. A plan name, sales discussion or later website update does not replace the accepted record.

1.3 Every applicable entitlement must be completed before acceptance. State “not included”, “not applicable” or an expressly scoped “unlimited” where appropriate. A blank is neither unlimited access nor approval for additional charges. An incomplete chargeable entitlement must be resolved before that function is activated.

2 Seats and assignment scope

2.1 A seat permits one named individual to access the enabled Services. A seat counts while assigned to an enabled user, including an administrator with service access. Pending invitations reserve seats only if the Order expressly says so. Removing access releases the seat for reassignment but does not reduce purchased seat fees or reset any usage.

2.2 Accounts, authentication codes and session tokens must not be shared. A seat may be reassigned only after the previous user’s access is removed; rotating a seat among active users or selling account access is prohibited. Affiliates, contractors, guests and clients may access the platform only within the Order’s permissions and seat rules. Receiving a permitted Report does not confer a platform seat. Approved service accounts and API credentials require their own recorded scope and are not substitutes for shared named-user credentials.

2.3 Usage is pooled across the Customer workspace unless the Order expressly allocates it per seat or per Project. Additional seats do not multiply pooled allowances. Where per-seat allowances are purchased, the Order must state whether they can be pooled and how reassignment affects unused units. Units already consumed are not restored by reassignment.

3 Projects and project counting

3.1 A Project is a distinct business assignment, such as a search for a particular role and employer, a defined succession assessment or an agreed leadership or investment analysis. A materially different role, commissioning organisation or separate business objective is a new assignment even if a previous Project is renamed or reused.

3.2 Unless the Order expressly adopts another method, a new Project consumes one unit when the user confirms activation for substantive research or analysis. Saving or editing an unactivated draft does not consume a Project. Copying an assignment as a draft counts only on activation. Ductio will show the unit and remaining entitlement before activation.

3.3 Amending criteria within the same assignment, adding notes or revisiting saved results does not create a new Project. A confirmed AI rerun may consume a separate AI Run. If a change requires a new Project, the user must be told before activation; Ductio will not retrospectively recategorise routine amendments as chargeable new Projects.

3.4 Closing, deleting or archiving an activated Project does not restore its consumed new-project unit. Reopening the same assignment does not consume another new-project unit. A separate concurrent-active-project limit applies only if recorded in the Order; an archived Project stops occupying that concurrent limit.

3.5 If activation fails through a Ductio service error before substantive access is provided, Ductio will release the reserved Project unit. Mislabelled or duplicate metering entries will be corrected. Deliberately recycling assignments, creating multiple accounts or using automation to evade purchased limits is prohibited.

4 AI Runs and failure treatment

4.1 One AI Run is one user-confirmed execution of the purchased project analysis workflow, including a confirmed rerun after changing requirements. Internal model calls, retrieval steps, automated retries and generation stages needed to deliver that execution are included in the one unit unless an alternative measurement was expressly agreed before purchase.

4.2 Browsing saved results, editing notes, drafting requirements and opening an existing report do not themselves count as AI Runs. Separately chargeable enrichment, agent workflows, transcription or other AI functions require an identified entitlement and disclosed unit. They must not silently consume project AI Runs or generate extra charges.

4.3 Before submission, Ductio will identify the workflow, units to be consumed and remaining allowance. A credit or token model, weighted workflow or variable-cost operation applies only where the Order defines the conversion and the execution confirmation shows the cost or enforceable maximum. The standard AI Run cannot later be converted into undisclosed multiple units.

4.4 Ductio may reserve units when a request is accepted and finalise consumption when a usable result is made available. A validation rejection, a request rejected before execution, a duplicate submission prevented by the service, or a cancellation before processing starts consumes no AI Run. An internal retry of the same execution is not a second Run.

4.5 An execution that fails because of a Ductio service error and produces no usable result consumes no allowance, or the consumed unit will be restored. This includes an upstream provider failure within Ductio’s delivery of that workflow. Ductio will not require a paid rerun to correct that failure. Restored units remain available for the current period; if restoration occurs after reset or leaves insufficient time to use them, Ductio will provide a reasonable replacement-use period.

4.6 A usable result is an accessible, materially complete result for the submitted workflow. A completed search finding no suitable candidates is not automatically a failed Run. A low-quality or materially incomplete output remains subject to investigation and contractual remedies. A partial result must not be treated as complete merely because some text was generated.

4.7 A customer-requested cancellation after processing starts counts only if a usable result is made available. Discarding or deleting a completed result does not restore a Run. A new execution requested with changed inputs is normally a new Run. Before purchase, Ductio must disclose supported input limits; service rejection of oversized or unsupported inputs before processing does not consume a Run.

5 Usage records and corrections

5.1 Ductio will make purchased entitlements, measured usage, pending reservations and reset dates available to administrators. Records must distinguish successful executions, failures, corrections and approved additions and identify the relevant unit, workflow or call, time, applied rate version and authorisation where chargeable. Dashboard estimates may lag; they do not authorise use or charges beyond an agreed cap. Usage records shall be minimised, protected and retained only as justified under applicable law, the DPA and Privacy Policy; metering does not justify logging full confidential prompts or documents unnecessarily.

5.2 Raise suspected errors promptly through the support route in the Order, giving the relevant Project, execution, export or call identifier where available. Ductio will investigate and provide a reasonable explanation of its measurement, correct duplicate or erroneous entries and refund or credit charges made in error. Ductio’s meter is not conclusive evidence in a dispute. Invoice disputes and payment of undisputed amounts follow the Customer Terms.

6 Storage and exports

6.1 Storage is a capacity allowance, measured in decimal gigabytes: 1 GB equals 1,000,000,000 bytes. It does not reset monthly. Unless expressly varied in the Order, it measures the logical size of retained Customer Content, including separately stored files, versions, recordings, transcripts and customer-specific generated reports. Separate customer-visible copies count separately; links to the same stored object do not.

6.2 Ductio’s shared intelligence database, operational logs, indexes, system caches, technical replicas and residual disaster-recovery backups do not count against customer storage. The Order must identify any separate recording allowance and whether it is additional to or part of the general storage allowance. The same object must not be counted twice against the same capacity pool.

6.3 Deleted content releases customer storage when it leaves the active customer storage service. Ductio will disclose any recoverable-trash period and continue showing that content in measured usage until it is purged from that service. Residual backup retention does not continue consuming the allowance. Archive status alone does not reduce stored bytes. Retention, return and deletion obligations follow the Customer Terms and DPA.

6.4 Supported file types, per-file size and batch limits must be identified before upload. Rejected or incomplete uploads do not occupy storage after temporary upload material is cleared. Storage is for material relevant to the purchased Services, not general file dumping. At capacity Ductio may prevent new uploads and storage-dependent processing, while preserving access to existing material and contractual data-return rights.

6.5 The Order must distinguish report-file exports, intelligence-record exports and API or integration delivery, stating whether a delivery consumes one or more expressly disclosed pools. Unless varied, one completed report-file generation consumes one report export; repeat download of that same unchanged file consumes none. Regeneration after content changes is a new report export. A failed export producing no usable file consumes none. If records embedded in Reports also draw on a record allowance, that treatment and the counting method must be disclosed before purchase; neither a hidden second debit nor report labelling may defeat the agreed measurement.

6.6 Where intelligence-record exports are permitted, each distinct person or company record delivered counts once in the applicable Usage Period across all supported export channels. Re-export of the same unchanged record within that period does not count again; exporting a materially refreshed record does. The Order may expressly adopt another method, such as records per delivery, but must identify it before purchase. A bulk export consumes its applicable record quantity, not merely one file unit.

6.7 API delivery, downloads, screenshots and integration transfers must not evade purchased allowances or licensed scope. API access, systematic bulk delivery and resale each require express written rights; an export quantity or available endpoint grants none by itself. The Order must identify authorised channels, destinations, shared pools, record and request limits and material Source Conditions disclosed before supply. Legitimate client Report sharing follows section 11.2 and the Licence Schedule; counting does not expand or revoke that permission.

6.8 Contractual return of Customer Content following expiry or termination is not a paid intelligence export and is not blocked by an exhausted commercial export allowance. It does not include an unrestricted copy of Ductio’s database or third-party licensed data. The applicable return process and scope remain governed by the Customer Terms and DPA.

7 Voice allowances and counting

7.1 Voice remains off until an authorised user expressly enables the agreed functions and accepts the applicable activation record. Calling, forwarding, recording, transcription and AI summaries must be separately identified. Enabling calling does not enable recording or authorise unrelated charges. Trial access excludes Voice unless expressly varied.

7.2 The Voice record must state number quantity, territory, number rental, inbound and outbound destinations, included minutes, excluded destinations, connection fees, rounding, forwarding treatment, transcription and summary allowances, storage, supported concurrency, recurring cancellation terms and any approved additional rates. Unlisted premium or chargeable destinations must be blocked until separately authorised.

7.3 Unless the Voice record expressly states otherwise, call duration is measured in connected seconds from answer to disconnect, aggregated across the Usage Period and divided by 60 without rounding each call up to a whole minute. Unanswered, busy or failed-to-connect attempts consume no included call minutes and incur no connection fee unless such a fee is expressly accepted beforehand. Provider billing increments apply only if recorded before activation.

7.4 Each connected inbound or outbound call leg counts separately only where the activation record expressly identifies that method. For forwarding, it must explain whether the original inbound leg and forwarded outbound leg each consume minutes and show their rates. Two connected ten-minute legs would then consume twenty leg-minutes. Recording does not itself add another calling leg.

7.5 Transcription counts the duration of source audio successfully processed, using the accepted rounding method; imported audio counts only against its disclosed transcription allowance. Automatic retries of the same failed job do not count again. A transcription failure within Ductio’s service producing no usable transcript is not charged or is credited. Successfully processed call minutes remain consumed even if a separate transcription fails.

7.6 AI summaries count only under the entitlement disclosed before execution. A duration must not silently consume calling, transcription and summary units unless each applicable pool and measurement is disclosed. Recordings and transcripts occupy storage under section 6 and the Voice record. Participant notices, lawful permissions and separate recording controls apply. Retention follows lawful Customer instructions and the DPA: under DPA v0.1, default audio retention is no more than 12 months and transcript retention no more than 24 months from creation, unless a documented necessary instruction and explicit period justify longer; shorter lawful settings apply. Storage capacity, renewal or unused minutes do not extend those periods.

7.7 Included calling allowances and any monetary cap must be enforced together. Ductio will prevent new chargeable calls or processing when further usage is unauthorised and apply the disclosed treatment to an in-progress call at a limit. The activation record must state whether such a call is ended, limited to a pre-authorised reserve or continued within an expressly approved cap. A warning alone does not authorise overspend.

7.8 Disabling calling or recording stops future use of that function; it does not necessarily cancel a rented number or recurring add-on. The activation record must provide the cancellation route, effective date, notice requirement, final rental charge and number-release or porting conditions. Charges validly incurred before cancellation remain payable.

8 Usage periods limits and trials

8.1 A “Usage Period” is the reset interval recorded in the Order. Unless varied, monthly usage resets at 00:00 UTC on the subscription-start day in each successive month. The Order must state the first period’s start, first reset and allowance; absent an accepted different rule, it begins on activation with the full allowance and first resets on that anchor day in the following month. If the day is absent, reset occurs on that month’s final day and returns to the original anchor when available. Periods run from one reset inclusive to the next exclusive. Annual billing does not create an annual pool.

8.2 Units are attributed to the period in which the confirmed request is accepted. Pending reservations are reconciled against that period when completed; they must not also debit the following period. Calls crossing a reset are split by connected duration on each side. Capacity and seat limits do not replenish at reset.

8.3 Periodic unused allowances expire without rollover unless the Order expressly permits it. The Order must state expiry and drawdown priority for purchased top-ups; absent another accepted rule, included units are used before top-ups and top-ups expire at the end of the then-current Usage Period. Top-ups neither reset the period nor renew themselves.

8.4 At a purchased limit Ductio may prevent new processing, exports, uploads or seat invitations in the affected category. Saved results and existing content remain accessible within the enabled Services, subject to security, expiry and other lawful restrictions in the Agreement. A limit in one category does not automatically exhaust another. Ductio will show available options and will not impose an automatic paid upgrade.

8.5 Reasonable technical rate and concurrency controls may protect security and service stability. They must not create undisclosed commercial limits or materially reduce purchased entitlement. Any purchased “unlimited” category must identify its scope and separate constraints before acceptance. Vague fair-use wording does not authorise extra charges or an undisclosed monthly quota.

8.6 Unless the accepted trial Order varies it, a trial lasts seven consecutive days from activation, permits one executive-search Project and one AI Run, with a second only on Ductio’s express approval. There is no monthly reset; integrations and Voice are excluded. Storage, exports and any paid-client delivery permissions must be recorded at registration. Joining a waitlist does not start a trial. Restoring a failed unit does not itself extend trial expiry; Ductio will expressly confirm any replacement-use period needed for a qualifying service failure, without charging or creating a paid subscription.

8.7 A free trial expires without charge or automatic paid conversion. Trial Projects and saved outputs transfer to a paid subscription only where confirmed; transferred existing Projects do not consume a new-project unit solely because of conversion. The paid Order must identify its start and opening balances. Data return and deletion remain governed by the Agreement.

9 Upgrades and additional charges

9.1 Additional purchases require an authorised representative’s approval of the quantity, price, currency, tax treatment, effective date, expiry and any recurring commitment. Ductio will retain the acceptance and send confirmation. Availability of a payment method, exhausted allowances or ordinary use is not approval. No unaccepted supplier-cost increase is passed through retrospectively.

9.2 Automatic top-ups are off by default. Enabling them requires explicit acceptance of the unit price, trigger, pack size, maximum top-ups, aggregate spend cap and cap period. Multiple users and features must share an enforceable approved aggregate cap where one is specified. The cap’s treatment of tax must be explicit. Future top-ups may be disabled without cancelling valid purchases already made.

9.3 Unless a different calculation is accepted, a mid-period upgrade keeps the existing reset anchor and consumed usage. Ductio adds the positive difference between the old and new full-period allowances; it does not reset the balance. For example, upgrading from 30 to 50 Runs after consuming 20 leaves 30 available. The confirmation must separately state the fee calculation; no fee proration formula is implied.

9.4 Added seat or storage capacity becomes available on the confirmed effective date. Quantity-based top-ups add only the purchased units. An upgrade does not extend the committed term, introduce automatic renewal or renew an add-on unless expressly agreed. Downgrades normally take effect at renewal under the Customer Terms.

9.5 Before a downgrade reducing storage or seats, Ductio will identify required actions and the effective date. Excess capacity does not authorise an overage charge or immediate deletion. New uploads or assignments may be restricted from the agreed effective date; return, retention and deletion remain subject to the Agreement. Any grace period or temporary capacity purchase must be expressly recorded.

9.6 A feature’s recurring charge continues until cancelled under its accepted conditions even if unused. Usage-based fees apply only to validly approved usage under the accepted rates and caps. Usage records must identify the applicable rate version; a later rate-card change does not retrospectively reprice earlier usage.

10 Changes and accepted records

10.1 The accepted version and completed Order record govern the committed term. Changes to allowances, measurement, pooling, rates or resets require the agreement or lawful variation process in the Customer Terms. A product release, model change or website edit does not silently change them. Renewal changes follow the notice and non-renewal protections in the Customer Terms.

10.2 Ductio and the Customer will retain the accepted Order, this Schedule’s identified version, applicable rate cards and activation or amendment confirmations. Each addition must record its authorising person, timestamp, scope and effective date. The customer-facing confirmation must allow the purchased position to be reconstructed without relying on a live page that may later change.

11. Responsible use of executive intelligence

11.1 Permitted purpose. Use the Services and intelligence for the executive research, succession, leadership, board, workforce or investment purposes purchased in the Order. An allowance measures consumption; it does not enlarge the licence, source permissions or permitted purpose. Each party remains responsible for the laws applicable to its role, including data protection, equality, direct marketing, intellectual property and computer misuse laws, and applicable AI Act obligations as they take effect.

11.2 Legitimate client delivery. Subject to the Data and Intelligence Licence Schedule and recorded source restrictions, a consultancy may share a permitted report, shortlist or proportionate supporting extract with the identified commissioning client and advisers who need it for that assignment. Recipients must be bound by appropriate written purpose, confidentiality, privacy and onward-use restrictions. Charging for the advisory assignment is permitted; selling access to Ductio intelligence as a standalone dataset is not. Client platform access, extensive longlists, white-label distribution and continuing or unrelated reuse require the rights expressly recorded in the Order or Licence Schedule. Statutory disclosures and lawful exercise of data subject rights remain available.

11.3 Extraction and reconstruction. Do not scrape, harvest or systematically extract intelligence, circumvent technical restrictions, or reconstruct a substantial or competing database through repeated small exports, screenshots, queries, accounts or periods. Approved APIs and bulk delivery may be used within their express scope, rate and licence conditions. Ordinary permitted research, accessibility use and lawful client report sharing are not prohibited merely because they involve copying an authorised extract.

11.4 Resale and external use. Do not resell, sublicense, publish or supply a reusable database, intelligence feed or competing service without written licence rights. Do not upload licensed intelligence to external AI tools, train models on it or combine it into a redistributed dataset unless the relevant licence, source permissions and applicable data protection requirements allow that use. This Schedule does not grant Ductio additional rights to train on, resell or disclose Customer Content.

11.5 Allowance evasion. Do not use shared credentials, duplicate trials, disguised identities, rotating seats, artificial project splitting or manipulated metering to avoid a purchased limit. Proper seat reassignment and approved upgrades remain permitted. Exhausting an allowance, disputing a measurement or requesting an additional allowance is not itself misconduct.

11.6 Profiling and decisions. The Customer must establish a lawful basis, give required notices, assess relevant risks and complete a DPIA where required. Public availability of a person's information does not remove those duties. Standard Ductio outputs are decision support: a competent person must meaningfully assess their relevance, accuracy, limitations and impact before a consequential hiring, promotion, dismissal or similarly significant decision. Solely automated significant decisions are outside standard permitted use unless separately agreed and lawfully supported with all required safeguards. Do not infer or use sensitive attributes or proxies unlawfully, discriminate on protected grounds, or use the Services for prohibited AI practices or unlawful surveillance.

11.7 Uploads and security. Do not knowingly upload malware, unauthorised executable code or content designed to compromise accounts, another customer, connected systems or security controls, including malicious prompt injection. Use only data and integrations the Customer is entitled to supply. Report suspected vulnerabilities through Ductio's notified contact; security testing requires prior agreement on scope. Accidental harmful uploads should be reported promptly and cooperated with proportionately.

11.8 Voice and outreach. Voice allowances do not authorise unsolicited marketing, unlawful recording or impersonation. The Customer must satisfy applicable calling, recording, transparency and direct marketing rules, including relevant PECR restrictions and preference registers, and provide any necessary instructions or permissions before use.

12. Proportionate enforcement and review

12.1 Assessment. Ductio may investigate credible evidence of misuse using information reasonably necessary for the issue, subject to confidentiality, data protection and the DPA. An unusual volume or pattern alone is not proof of a breach. Approved bulk use, legitimate client delivery and good-faith measurement disputes must be considered.

12.2 Response. Where practicable, Ductio will explain the concern and allow a reasonable opportunity to respond or remedy it. Measures must be proportionate to the evidence, seriousness and risk: a warning, correction, restriction of an affected function, user or integration, or isolation of a suspect upload should be considered before broader suspension. Immediate containment may be necessary for material security, unlawful use or third-party risk; reasons and next steps should then be given promptly, except to the extent disclosure is legally restricted or would materially undermine security or an investigation.

12.3 Review. The Customer may request review through Ductio's notified support or legal contact and provide relevant evidence. A reviewer not involved in the initial decision should be used where practicable. Ductio will normally acknowledge within five UK business days and provide an outcome or reasoned update within ten UK business days after receiving the information reasonably needed. Any extension must be explained. Urgent disruption should receive prompt consideration; this contractual process does not delay statutory complaints, rights or deadlines.

12.4 Contractual limits. Suspension and termination remain subject to the Customer Terms, including their applicable notice and remedy periods; this Schedule creates no additional immediate termination ground, penalty, indemnity or liability regime. No additional charge arises from alleged misuse unless it is authorised under the agreed charging provisions. Unused allowances must not be confiscated as a punishment.

12.5 Correction and continuity. Restrictions should be lifted promptly when their grounds cease or a mistaken decision is corrected, with affected usage records and allowances corrected where appropriate. Subject to lawful security restrictions and the agreed return and deletion terms, Ductio will enable reasonable retrieval of Customer Content without treating that retrieval as a paid intelligence export. Existing lawful report-sharing rights remain governed by the Licence Schedule. Incident notification, assistance and other DPA duties continue independently of an enforcement review.

Annex A Purchased entitlement record

Complete this record in each Order or attach an accepted copy. Replace bracketed fields before acceptance. Express variations must identify the affected clause; preserve the original accepted record when later amendments are agreed.

Annex A Continued