1.1         The Term of the Agreement is defined in the SAAS Customer Agreement.

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2.1         The Provider shall provide the Set Up Services to the Customer as defined in the SAAS Customer Agreement.

2.2         The Provider shall use reasonable endeavours to supply the Set Up Services to the Customer, in accordance with these Terms and Conditions in all material respects.

2.3         The Provider shall use reasonable endeavours to meet any performance dates including the Milestones specified in the SAAS Customer Agreement, but any such dates shall be estimates only and time for performance by The Provider shall not be of the essence of these Terms and Conditions.

2.4         The Customer acknowledges that a delay in the Customer performing its obligations in this Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 39.5 the Provider will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer

2.5         Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.

3.1         The Provider shall provide, or shall ensure that the Platform will provide, to the Customer upon the completion of the Set Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.

3.2         The Provider reserves the right, in its sole discretion, to update, modify, or enhance the Platform and the Services at any time. The Provider shall use commercially reasonable efforts to notify the Customer of any material changes to the Platform or the Services that may adversely affect the Customer's use of the Platform or the Services

3.3         The Provider hereby grants to the Customer a non-exclusive, non-transferable licence to use the Hosted Services for the internal business purposes of the Customer in accordance with the Documentation during the Term.

3.4         The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:

3.4.1    the Hosted Services may only be used through a Supported Web Browser;

3.4.2    the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer;

3.4.3    the Hosted Services may only be used by the named users nominated by the Customer and assigned individual Access Credentials, providing that the Customer may change, add or remove a designated named user;

3.4.4    the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in the SAAS Customer Agreement, providing that the Customer may add or remove concurrent user licences in line with the Providers policies at that time;

3.5         Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:

3.5.1    the Customer must not sub-license its right to access and use the Hosted Services;

3.5.2    the Customer must not permit any unauthorised person or application to access or use the Hosted Services;

3.5.3    the Customer must not use the Hosted Services to provide services to third parties;

3.5.4    the Customer must not republish or redistribute any content or material from the Hosted Services;

3.5.5    the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

3.5.6    the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.

3.6         The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.

3.7         The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer, but does not guarantee 100% availability.

3.8         For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

3.8.1    a Force Majeure Event;

3.8.2    a fault or failure of the internet or any public telecommunications network;

3.8.3    a fault or failure of the Customer's computer systems or networks;

3.8.4    any breach by the Customer of this Agreement; or

3.8.5    scheduled maintenance carried out in accordance with this Agreement.

3.9         The Customer must comply with the Acceptable Use Policy, and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with the Acceptable Use Policy.

3.10       The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.11       The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.

3.12       The Customer must not use the Hosted Services:

3.12.1 in anyway that is unlawful, illegal, fraudulent or harmful; or

3.12.2 in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.13       For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.14       The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 7 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

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4.1         The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform.

4.2         The Provider shall where practicable give to the Customer at least 2 Business Days' prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services.

5.1         The Provider grants to the Customer a licence to the Service Data, and to distribute and publish the Service Data and edited versions and derivative works of the Service Data during the Term and for the internal business purposes of the Customer, subject to the other provisions of this Clause 5.

5.2         Except to the extent required by law on a non-excludable basis, the Customer must not:

5.2.1    publish, republish, sell, license, sub-license, rent, transfer, broadcast, distribute or redistribute the Service Data;

5.2.2    use the Service Data or any part of the Service Data in any way that is unlawful or in breach of any person's legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;

5.2.3    use the Service Data to compete with the Provider, whether directly or indirectly, or use the Service Data to create any products or services that compete with or are intended to compete with the products or services of the Provider;

5.2.4    use the Service Data to create, generate, train, verify or test any AI Systems that compete with or are intended to compete, or provide or will provide identical or similar functionality to, the Hosted Services or any other products or services of the Provider.

5.3         The Customer shall implement and maintain reasonable security measures relating to the Service Data to ensure that no unauthorised application or person may gain access to the Service Data.

5.4         The Customer acknowledges that the Service Data contains AI Output Data generated by AI Systems that were not developed or trained by or on behalf of the Provider.

5.5         Subject to Clause 17.4, to the extent that the Service Data is AI Output Data generated by AI Systems that were not developed or trained by or on behalf of the Provider, the Provider shall not be liable to the Customer with respect to that Service Data or the use of that Service Data. Without prejudice to the generality of the foregoing,the Provider shall not be liable to the Customer with respect to:

5.5.1    any infringement of Intellectual Property Rights by that Service Data;

5.5.2    any breach of applicable law arising out of the use by the Customer of that Service Data; or

5.5.3    any legal claim or proceedings by any third party arising out of the use by the Customer of that Service Data.

6.1         The Provider shall provide the Support Services to the Customer during the Term. These services will be available during UK Business Hours unless otherwise specified in the SAAS Customer Agreement.

6.2         The Provider shall provide the Support Services with reasonable skill and care.

6.3         The Provider shall make available to the Customer a nominated support contact or helpdesk.

6.4         The Customer may use the nominated support contact or helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the nominated support contact or helpdesk for any other purpose.

6.5         The Provider shall respond promptly to all requests for Support Services made by the Customer through the nominated support contact or help desk.

6.6         The Provider shall have no obligation to provide Support Services:

6.6.1    in respect of any issue caused by the improper use of the Hosted Services by or on behalf of the Customer;

6.6.2    in respect of any issue caused by any Customer system, network or 3rd party software or service.

6.6.3    in respect of any issue caused by any alteration to the Hosted Services, or to the configuration of the Hosted Services, made without the prior written consent of the Provider.

6.6.4    in respect of any duplicate issues raised by or on behalf of the Customer;

6.7         The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 7 days written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

7.1         Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:

7.1.1    co-operation,support and advice;

7.1.2    information and documentation; and

7.1.3    governmental,legal and regulatory licences, consents and permits,

as are reasonably necessary to enable the Provider to perform its obligations under this Agreement.

7.2         The Customer must provide to the Provider, or procure for the Provider, such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under this Agreement.

7.3         Appoint a manager for the Services, such person as identified in the SAAS Customer Agreement. That person shall have the authority to contractually bind the Customer on matters relating to the Services (including by signing Change Orders);

7.4         If The Provider’ performance of its obligations under these Terms and Conditions is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, The Provider shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

8.1         Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:

8.1.1    the Services;

8.1.2    the timetable of the Services; and

8.1.3    the Scope of Works.

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9.1         The Customer hereby grants to the Provider a non-exclusive, worldwide licence to:

9.1.1    copy, store and transmit the Customer Data;

9.1.2    edit, translate and create derivative works of the Customer Data; and

9.1.3    distribute and publish the Customer Data,

to the extent reasonably required for the performance of the obligations of the Provider under this Agreement

9.2         The Customer hereby grants to the Provider a non-exclusive, worldwide licence:

9.2.1    to use the Customer Data for the purposes of creating, generating, training, testing and verifying the AI Systems of the Provider, providing that such use must not involve the processing of any Customer Personal Data. To the extent that the Customer Data is incorporated into such AI Systems, the Customer also grants to the Provider a non-exclusive, sub-licensable and worldwide licence to use the Customer Data as part of the relevant AI Systems, including providing, selling and licensing the relevant AI Systems and/or their outputs to third parties.

9.2.2    to use the Customer Data to create aggregated datasets, providing that those aggregated datasets must not incorporate any Customer Personal Data, any other Personal Data supplied or made available by the Customer to the Provider, or any information contained in or derived from the Customer Data that identifies the Customer or that identifies any other organisation, business or person (legal or natural); and

9.2.3    insofar as the use of those aggregated datasets requires the permission of the Customer, to make unrestricted use of those aggregated datasets, including sub-licensing all or any of the rights therein to any third party or third parties.

9.3         The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

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10.1         The Provider may integrate the Hosted Services with any Third Party Services at anytime.

10.2         Notwithstanding the presence of any Third Party Services integration, particular Third Party Services shall only be activated with respect to the Hosted Services account of the Customer by:

10.2.1    the Customer; or

10.2.2    the Provider with the prior written agreement of the Customer.

10.3         The Provider shall use reasonable endeavours to maintain any integration with Third Party Services that has been activated with respect to the Hosted Services account of the Customer. Subject to this, the Provider may remove, suspend, deactivate or limit any Third Party Services integration at any time in its sole discretion.

10.4         The supply of Third Party Services shall be under a separate contract or arrangement between the Customer and the relevant third party. The Provider does not contract to supply the Third Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Fees may be payable by the Customer to the relevant third party in respect of the use of Third Party Services.

10.5         The Customer acknowledges and agrees that:

10.5.1    the activation of Third Party Services with respect to the Hosted Services account of the Customer may result in the transfer of Customer Data and/or Customer Personal Data from the Hosted Services to the relevant Third Party Services and vice versa;

10.5.2    the Provider has no control over, or responsibility for, any disclosure, modification, deletion or other use of Customer Data and/or Customer Personal Data by any provider of Third Party Services;

10.5.3    the Customer must ensure that it has in place the necessary contractual safeguards to ensure that the transfer of Customer Personal Data to, and use of Customer Personal Data by, a provider of Third Party Services is lawful; and

10.5.4    the Customer shall ensure that the transfer of Customer Data to a provider of Third Party Services does not infringe any person's Intellectual Property Rights or other legal rights and will not put the Provider in breach of any applicable laws.

10.6         Additional Charges may be payable by the Customer to the Provider in respect of the activation and/or use of a Third Party Services integration[, as set out in The SAAS Customer Agreement.

10.7         Subject to Clause 17.4:

10.7.1    the Provider gives no guarantees, warranties or representations in respect of any Third Party Services; and

10.7.2    the Provider shall not be liable to the Customer in respect of any loss or damage that may be caused by Third Party Services or any provider of Third Party Services.

11.1         Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

11.2         The Provider shall own and retain ownership of any Intellectual Property that have been modified, upgraded, enhanced, improved, updated, fixed revised or expanded by The Provider, after the commencement of the Term, in connection with the Services.

12.1         The Customer shall pay the Charges to the Provider in accordance with this Agreement.

12.2         All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

12.3         The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days written notice of the variation ahead of any anniversary of the date of execution of this Agreement.

13.1         The Provider shall issue invoices for the Charges to the Customer in advance of the period to which they relate.

13.2         The Customer must pay the Charges to the Provider within the period of 7 days following the issue of an invoice in accordance with this Clause 11, providing that the Charges must in all cases be paid before the commencement of the period to which they relate.

13.3         The Customer must pay the Charges by debit card, credit card, direct debit or bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).

13.4         If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may:

13.4.1    charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

13.4.2    claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

14.1         Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all Applicable Data Protection Laws in force from time to time in the UK relating to the use of personal data and the privacy of electronic communications, including (i) the Data Protection Act 2018 and any successor UK legislation, (ii) the retained EU law version of General Data Protection Regulation ((EU) 2016/679) (UK GDPR), and (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

14.2         The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement.

14.3         The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to this Agreement:

14.3.1    the Personal Data of data subjects falling within the categories specified in the Data Processing Information (or such other categories as may be agreed by the parties in writing); and

14.3.2    Personal Data of the types specified in the Data Processing Information (or such other types as may be agreed by the parties in writing).

14.4         The Provider shall only process the Customer Personal Data for the purposes specified in the Data Processing Information.

14.5         The Provider shall only process the Customer Personal Data during the Term and for not more than 90 days following the end of the Term, subject to the other provisions of this Clause 14.

14.6         The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), asset out in this Agreement or any other document agreed by the parties in writing.

14.7         The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:

14.7.1    the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities, providing that such transfers must be protected by appropriate safeguards;

14.7.2    the Provider may transfer the Customer Personal Data to its third party processors in the jurisdictions identified in the Data Processing Information and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and

14.7.3    the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

14.8         The Provider shall promptly inform the Customer if, in the opinion of the Provider,an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

14.9         The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

14.10       The Provider shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

14.11       The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate this Agreement on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 14.

14.12       As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties, and third parties within the categories, identified in the Data Processing Information.

14.13       The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

14.14       The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject,data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 14.14.

14.15       The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 48 hours after the Provider becomes aware of the breach.

14.16       The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 14 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 14.16,providing that no such charges shall be levied with respect to the completion by the Provider (at the reasonable request of the Customer, not more than once per calendar year) of the standard information security questionnaire of the Customer.

14.17       The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

14.18       The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another audit or mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 14. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 14.18.

14.19       If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

15.1         The Provider warrants to the Customer that:

15.1.1    the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;

15.1.2    the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and

15.1.3    the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

15.2         The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.

15.3         The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

15.4         If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:

15.4.1    modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

15.4.2    procure for the Customer the right to use the Hosted Services in accordance with this Agreement.

15.5         The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

15.6         All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

16.1         The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

16.2         The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

16.3         The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible by the Provider; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

16.4         The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

17.1         References to liability in this clause 17 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

17.2         Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

17.3         Nothing in this this clause 17 shall limit the Customer's payment obligations under these Terms and Conditions.

17.4         Nothing in this Agreement limits any liability which cannot legally be limited,including but not limited to liability for:

17.4.1    death or personal injury caused by negligence;

17.4.2    fraud or fraudulent misrepresentation; and

17.4.3    breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

17.5         Subject to clause 17.2 (no limitations in respect of deliberate default) and clause 17.5 (liabilities which cannot legally be limited),The Provider’ total liability to the Customer in respect of all breaches of duty occurring within each year of this Agreement shall not exceed the lower of £250,000 and one hundred percent (100%) of the total Charges paid (or payable) by the Customer to The Provider in the preceding year in which the breach occurred.

17.6         The Provider shall not be liable for consequential, indirect, or special losses nor shall The Provider be liable for any of the following (whether direct or indirect): loss or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of commercial opportunity; loss of savings, discount or rebate (whether actual or anticipated); loss of revenue, wasted expenditure, harm to reputation or loss of goodwill.

17.7         Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

17.8         The Provider has given commitments as to compliance of the Services. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law,excluded from these Terms and Conditions.

17.9         Unless the Customer notifies The Provider that it intends to make a claim in respect of an event within the notice period, The Provider shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire twelve (12) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

18.1         If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

18.2         A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

18.2.1    promptly notify the other; and

18.2.2    inform the other of the period for which it is estimated that such failure or delay will continue.

18.3         A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

19.1         Either party may terminate this Agreement by giving to the other party not less than 30 days' prior written notice of termination expiring at the end of the end of the Initial Term or at the end of any Renewal Term.

19.2         Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

19.2.1    the other party commits a material breach of any term of these Terms and Conditions and (if such breach is remediable) fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so;

19.2.2    the other party stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case; becomes the subject of a company voluntary arrangement under the Insolvency Act 1986; becomes subject to a moratorium under Part A1 of the Insolvency Act 1986; becomes subject to are structuring plan under Part26A of the Companies Act 2006; becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006; has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; has a resolution passed for its winding up; has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it; is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven (7) days of that procedure being commenced; has a freezing order made against it; is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; is subject to any events or circumstances analogous to those in this clause in any jurisdiction;

19.2.3    any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 19.2.2; or

19.2.4    the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

19.3         Without affecting any other right or remedy available to it, The Provider may terminate the Contract with immediate effect by giving written notice to the Customer if:

19.3.1    the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or

19.3.2    there is a change of Control of the Customer.

19.4         Without affecting any other right or remedy available to it, The Provider may terminate the Contract on giving not less than two (2) months written notice to the Customer.

20.1         On termination or expiry of the Agreement:

20.1.1    the Customer shall immediately pay to The Provider all of The Provider’ outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, The Provider may submit an invoice, which shall be payable immediately on receipt;

20.1.2    the Customer shall, within a reasonable time, return all of The Provider’ Equipment. If the Customer fails to do so, then The Provider may enter the Customer's premises and take possession of The Provider’ Equipment. Until they have been returned or repossessed, the Customer shall be solely responsible for their safekeeping; and

20.1.3    The Provider shall on request return any of the Customer Materials not used up in the provision of the Services.

21.1         Except in respect of any transfer of employees of The Provider to the Customer pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246), the Customer shall not, without the prior written consent of The Provider, at any time from the date of this Contract to the expiry of twelve (12) months after the termination or expiry of this Contract, solicit or entice away from The Provider or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of The Provider in the provision of the Services.

21.2         The Customer shall be bound by the covenants set out in clause 21.1 during the term of this Contract, and for a period of twelve (12) months after termination or expiry of the Contract.

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22.1         Subject to any express restrictions elsewhere in this Agreement, the Provider may subcontract any of its obligations under this Agreement.

22.2         The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

22.3         Notwithstanding the provisions of this Clause 22 but subject to any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

23.1         Survival

23.1.1          On termination or expiry of the Contract, the following clauses of these Terms and Conditions shall continue in force: Interpretation, clause 21 (Restrictions), clause 11 (Intellectual property rights), clause 23.3 (Confidentiality), clause 17 (Limitation of liability), clause 20 (Consequences of termination), clause 23.6 (Waiver), clause 23.8 (Severance), clause 23.10 (Dispute Resolution), clause 23.11 (Governing Law) and clause 23.12 (Jurisdiction).

23.1.2          Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of termination or expiry.

23.2         Assignment and other dealings.

23.2.1          The Agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.

23.2.2          The Provider may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.

23.3         Confidentiality.

23.3.1          Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 23.3.

23.3.2         Each party may disclose the other party's confidential information:

23.3.2.1        to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.4; and

23.3.2.2        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

23.3.3           No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

23.4         Entire Agreement.

23.4.1           The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, contracts, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23.4.2           Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

23.5         Variation.

23.5.1          No variation of the Commercial Terms or The SAAS Customer Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

23.5.2          The Provider reserves the right update, modify or enhance these Terms and Conditions, the Acceptable Use Policy or the Data Processing Information from time to time. The Provider shall notify the Customer of any changes and request acceptance of the updates either in the Platform or in writing.

23.6         Waiver.

23.6.1           A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

23.6.2           A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

23.7         No partnership or agency.

23.7.1           Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

23.7.2           Each party confirms it is acting on its own behalf and not for the benefit of any other person.

23.8         Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 22.8 shall not affect the validity and enforceability of the rest of the Contract.

23.9         Notices.

23.9.1           Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered to the Customer and The Provider’ details and address as set out in the Contract Details.

23.9.2           Any notice or communication shall be deemed to have been received:

23.9.2.1        if delivered by hand, at the time the notice is left at the proper address;

23.9.2.2        if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or

23.9.2.3        if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 22.9.2 business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

23.9.3           This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23.10       Dispute Resolution. If any dispute arises in connection with the Contract, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by CEDR.

23.11       Governing Law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

23.12       Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)arising out of or in connection with the Contract or its subject matter or formation.

23.13       Counterparts. This Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement

Acceptable Use Policy means the TwinLabs.ai Acceptable Use Policy which is available online at TwinLabs.ai.

Access Credentials means the usernames, passwords and other credentials enabling access to the Hosted Services.

Affiliate: in relation to a party, any entity that directly or indirectly controls,is controlled by, or is under common control with that party from time to time.

Agreement means the SAAS Customer Agreement, which is subject to these Terms and Conditions, along with any other referenced agreements including the Acceptable Use Policy and Data Processing Information, and any amendments to this Agreement and supporting documents from time to time.

AI Output Data means data generated using AI Systems;

AI Systems means machine learning and other artificial intelligence systems, tools, applications, algorithms and/or models.

API means the application programming interface for the Hosted Services defined by the Provider and made available by the Provider to the Customer.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

Change Order: has the meaning given in clause 8.1.

Charges: the sums payable for the Services, as set out in The SAAS Customer Agreement.

Commencement Date: the date on which both parties sign the Commercial Terms.

Contract: means the SAAS Customer Agreement, which is subject to these Terms and Conditions, along with any other referenced agreements including the Acceptable Use Policy and Data Processing Information, and any amendments to this Agreement and supporting documents from time to time.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Customer Data means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Customer using the Hosted Services (but excluding usage data relating to the Platform and Hosted Services, and excluding server log files).

Customer’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any such items specified in The SAAS Customer Agreement.

Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to The Provider in connection with the Services.

Customer Personal Data means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement.

Data Processing Information means the TwinLabs.ai Data Processing Information which is available online at TwinLabs.ai
Data Protection Laws: means:

(a)           To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(b)           To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which The Provider is subject, which relates to the protection of personal data.

Documentation means the the user manuals, guides, and other documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer whether in electronic or printed form.

Effective Date means the date of execution of this Agreement.

Force Majeure Event means an event,or a series of related events, that is outside the reasonable control of the party affected (which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars).

Group: in relation to any company that company and every Subsidiary or Holding Company of that company or a Subsidiary or Holding Company of any such Subsidiary or Holding Company from time to time.

Holding Company: a company which, in relation to another company(its subsidiary) holds a majority of the voting rights in it or is a member of it and has the right to appoint or remove a majority of its board of directors or is a member of it and controls alone a majority of the voting rights in it.

Hosted Services means the hosted services set out in The SAAS Customer Agreement and as updated by the Provider from time to time subject to the restrictions set out in this Agreement;

Hosted Services Defect means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

(c)           any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services];

(d)           any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;

(e)           a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or

(f)            an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;

Hosted Services Specification means the specification for the Platform and Hosted Services set out in the SAAS Customer Agreement and in the Documentation];

Initial Term means the period defined in The SAAS Customer Agreement beginning on the Effective Date;

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of,and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Personal Data means personal data under any of the Data Protection Laws;

Platform means the TwinLabs.ai platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed.

Renewal Term means a period defined in The SAAS Customer Agreement beginning at the end of the end of the Initial Term or at the end of a preceding Renewal Term.

SAAS Customer Agreement means the agreement between the standard TwinLabs.ai SAAS Customer Agreement which defines the Commercial Terms and Services Details as agreed by both parties.

Service Data means all data, works and materials provided or made available to the Customer by means of the Hosted Services under this Agreement, excluding the Customer Data.

Services: means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement.

Set Up Services means the configuration, implementation and integration of the Hosted Services in accordance with the SAAS Customer Agreement.

Support Services means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services;

Supported Web Browser means the current release from time to time of Microsoft Edge, Google Chrome or Apple Safari;

Services Start Date: the day on which The Provider is to start the provision of the Services.

Standard Terms and Conditions: means The Provider’ terms and conditions as defined in this document and updated from time to time.

Subsidiary: a company in which another company (its holding company) holds a majority of the voting rights in it or is a member of it and has a right to appoint or remove a majority of its board of directors or is a member of it and controls alone a majority of the voting rights in it.

Term: means the term of the Agreement as defined in the Commercial Terms.

Territory: means UK, Europe and Australia.

The Provider’ Equipment: any equipment, including tools, systems, cabling or facilities, provided by The Provider to the Customer and used directly or indirectly in the supply of the Services including any such items specified in the Scope of Works but excluding any such items which are the subject of a separate agreement between the parties under which title passes to the Customer.

The Provider Personal Data: any personal data which The Provider processes in connection with this Contract, in the capacity of a controller.

The Provider Systems and Software: any and all systems and software owned by or licensed to The Provider by a third party in its business.