Additional Terms

The Provider grants Client access to and use of its AI platform (“Service”). The Service is delivered online, and the Provider retains full ownership and control of all software and infrastructure.

1. Confidentiality

‘Confidential Information’ means all confidential information relating to the Service which is disclosed between the parties, before, on or after the date of this agreement. This includes (1) all confidential or proprietary information relating to (a) the business, assets, affairs, customers, clients, suppliers plans, intentions, or market opportunities of either party; and (b) the operations, processes, product information, pricing information, know-how, technical information, designs, trade secrets or software of the Provider; (2) any information, findings, data or analysis derived from Confidential Information; and (3) any other information that is identified as being of a confidential or proprietary nature.

Each party undertakes that it shall (3) keep the Confidential Information secret and confidential; (4) not use or exploit the Confidential Information in any way except for the Service; (5) not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this agreement;  (6) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Service; (7) ,not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business; (8) apply the same security measures and degree of care to the Confidential Information as it applies to its own confidential information; and (9) establish and maintain adequate security measures (including any reasonable security measures) to safeguard the Confidential Information from unauthorised access or use.

2. Intellectual Property

All intellectual property, software, data models, analytics, processes, and improvements remain the exclusive property of the Provider. The Client receives a non-exclusive, non-transferable right to use the Service solely for its internal business purposes. No licence or ownership rights are granted by implication or otherwise.

3. Restrictions

The Client acknowledges that the Provider’s service delivery methodologies, frameworks, processes, tools, templates, assessment techniques, workflows, platform design, platform features, platform functionality, and implementation strategies constitute valuable trade secrets and proprietary information of the Provider. Client shall not (a) copy, modify, disassemble, decompile, or reverse engineer any part of the Service, to include the platform provided by the Provider; (b) use the Service to build a competing internal or external product; or (c) provide access to any third party except authorised users. Client shall not solicit or employ Provider’s staff or contractors during the Term and for twelve (12) months thereafter.

4. Compliance with Laws

Each party shall comply with all applicable laws and regulations, including but not limited to data protection, privacy, export control, and anti-bribery legislation.

5. Warranties and Liability

Each party excludes all liability for any express or implied representations, conditions, statutory guarantees and warranties (whether based on statute, common law or otherwise) in connection with the provision of the Service or this Agreement. Neither party will be liable to the other for any loss of profits, loss of revenue, economic loss, loss of goodwill, failure to realise anticipated savings, loss of opportunity or expectation losses, exemplary damages, or without limiting the foregoing, any indirect or consequential loss or damage. Neither Party's total liability for all claims shall exceed an amount equal to twelve (12) months of revenue paid for the Services.

6. Term and Termination

Either party may terminate this Agreement immediately at any time, for a material breach not remedied within thirty (30) days of written notice. On termination, Client’s access will cease. Additionally, on termination, all confidential information shall be returned or destroyed. On termination, where requested, Your data will be made available to You in a commonly used, machine-readable format within a reasonable timeframe. If You require a specific format, We will work with You to provide the most suitable option, which may involve a cost. Any such cost will be agreed between us in writing. The Provider may terminate this Agreement at any time with immediate effect by written notice where, in the Provider’s reasonable opinion, the Client’s use of the Platform is disruptive, misaligned with its intended purpose, or otherwise detrimental to the Provider’s commercial, operational, or reputational interests.

7. Force Majeure

Neither party shall be liable for any delay or failure in performing its obligations under this Agreement to the extent caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, pandemics, national emergencies, strikes, or internet or power failures.

8. Assignment and Transfer

Neither party may assign or transfer this Agreement without the other’s prior written consent, except that the Provider may novate, or assign it to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all its assets, provided the assignee assumes all obligations herein.

9. Amendments

The Provider and the Client may supplement this Agreement with additional terms. No amendment or variation of this Agreement shall be valid unless made in writing and signed by authorised representatives of both parties.

10. Governing Law

This Agreement is governed by and construed in accordance with the laws of England and Wales. Unless delay will prejudice any claim, the parties agree to mediate any dispute within the first instance. The courts of England shall otherwise have exclusive jurisdiction of all claims. 

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