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General Terms and Conditions for Platform Services (Medical AI) | |
Version: v1.0 June 2026
GENERAL TERMS AND CONDITIONS
FOR
PLATFORM SERVICES
(MEDICAL AI)
1. PRELIMINARIES
1.1. Words and phrases in this document (hereinafter, the “Platform GTCs”) beginning with a capital letter shall, except where the context expressly requires otherwise, have their respective meanings given in Appendix 1.
1.2. The Supplier owns and operates the Platform and provides Platform Services to customers.
1.3. The Customer wishes, subject to the Agreement, to use the Platform Services.
1.4. The parties agree that the Agreement applies to the provision and use of the Platform Services and comprises the following documents: (a) the Order; (b) these Platform GTCs; (c) the Regional Addendum (if applicable); (d) the Platform Specification; (e) the Support Specification (describing the Support and related Service Levels applicable to the Platform Services); (f) the Security Controls (describing the physical, technical, and organisational security measures applied by the Supplier in the provision of the Platform Services); (g) the Data Processing Terms (describing how Personal Data is processed by the Supplier when acting as a Data Processor under the Agreement); and (h) the AI Acceptable Use Policy.
1.5. The parties agree that subject to the execution of the Order and clause 4 of these Platform GTCs, the Agreement is a legally binding contract between the parties.
1.6. Each party warrants and represents to the other that it has the requisite power and authority to: (a) enter into the Agreement; and (b) carry out its obligations as contemplated by the Agreement.
2. DIGITAL EXECUTION
2.1. The parties agree that: (a) the Order (and the Agreement) may be electronically executed by the Customer acting through an authorised representative (e.g., by presentation through a click-wrap, scroll-through, or other similar online workflow and/or ordering or marketplace mechanism); and (b) where the Customer’s authorised representative clicks “Accept” (and/or completes such other affirming act(s) required by the registration and/or ordering process) or downloads, installs, hosts, or otherwise accesses the Platform (the “Electronic Signature”), the Customer unconditionally agrees that: (i) such authorised representative has all necessary authority to accept the terms of the Agreement for, and on behalf of, the Customer; (ii) the Agreement is binding on the parties from the Effective Date; and (iii) the Electronic Signature shall have equivalent standing in applicable Legislation to a physical signature.
3.1. Each Agreement is a separate contract between the parties for the Platform Services.
3.2. Each Order fully incorporates, and is subject to, these Platform GTCs (and the other documents comprising the Agreement).
3.3. An Order may describe additional Licence Conditions including the number of purchased user licences (if applicable); and the type and nature of the licence to use the Platform (e.g., single use, concurrent use, equipment/hardware-based use).
4.1. The Agreement (and the licence to the Platform Services) shall: (a) be effective (and binding on the parties) from the Effective Date; and (b) continue, unless and until terminated in accordance with these Platform GTCs, for the Term.
4.2. The Agreement is not subject to a fixed Term and, therefore, either party may terminate the Agreement (and end the licence to use the Platform Services) for convenience on written notice having immediate effect provided that, where the Supplier is the terminating party, it shall: (a) give the Customer as much advance notice of the termination as is reasonably practicable in the circumstances (which will typically be thirty (30) days); and (b) as the Customer’s sole and exclusive remedy, provide the Customer with a pro-rated refund (for the remainder of the then current billing period) of Fees paid in advance for the Platform Services (if any).
5.1. Subject to: (a) the Customer’s compliance with the Licence Conditions (including the AI Acceptable Use Policy); and (b) payment of the Fees in accordance with these Platform GTCs, the Supplier hereby grants the Customer a non-exclusive, non-sublicensable and non-transferable (except to the extent expressly described otherwise in the Agreement, limited (for the Term), and revocable and/or terminable (to the extent described in these Platform GTCs) right to permit Authorised Users to access and use the Platform for the Purpose.
5.2. The Customer agrees that the Platform (including any AI System, software and/or other materials made available by, or on behalf of, the Supplier in connection with the installation and/or use of the Platform) have been licensed for use and not sold.
5.3. The Customer shall not licence, sub-licence, rent, lease, sell, resell, assign, lend, transfer, charge, novate or otherwise deal with the licence, Platform (including or Third-Party Materials), and/or the Agreement, or use the Platform, for the benefit of anyone other than the Customer or allow or permit a third party to do so.
6. TRIAL PERIODS
6.1. If the Customer registers for a free trial of the Platform Services, the Supplier will make the Platform Services available to the Customer on a trial basis free of charge until the earlier of: (a) the end of the free trial period specified in the applicable Order or sign-up page; (b) the start date of any paid subscription for the Platform Services; or (c) termination of the trial at the Supplier’s discretion.
6.2. The free trial is provided for evaluation purposes only and may be subject to certain usage limitations as specified by the Supplier including in the Order or sign-up page.
6.3. During the trial period, the Platform Services are provided “as is” and without any warranties, support, or indemnities.
6.4. Subject to clause 26.3, the Supplier shall have no liability for any damages arising out of or in connection with the Customer’s use of the Platform Services during the trial period.
6.5. Without prejudice to clause 6.7, unless the Customer enters into a paid agreement prior to the end of the trial period, access to the Platform Services will be disabled at the end of the trial.
6.6. The Customer may only use the free trial once, unless otherwise agreed in writing.
6.7. For the avoidance of doubt, except where the Customer enters into a paid agreement in accordance with clause 6.5 and in lieu of clauses 25.1.5 and 25.2, the Customer’s Data submitted to the Platform Services during the trial period shall be deleted in accordance with the Order.
7.1. Subject to clause 9, the Supplier shall:
7.1.1. deliver or make available the Platform provided that: (a) time is not of the essence of delivery; (b) except as expressly agreed otherwise in the Order, all dates provided by the Supplier for the delivery and/or implementation of the Platform shall be construed as estimates only; and (c) implementation of the Platform or transition to the Platform may be carried out by the Supplier as a professional service (by separate agreement);
7.1.2. comply with all Legislation applicable to the Supplier as a provider of the Platform;
7.1.3. where the Platform is hosted in the Supplier’s Cloud: (a) apply the Security Controls (including to prevent and/or mitigate the introduction of malicious code or other viruses into the Platform); (b) in connection with the Security Controls, use and deploy industry accepted end-point security to prevent, check for, and delete viruses from the Supplier’s computing environment; and (c) provide the Platform Services in a manner that meets or exceeds the applicable Service Levels (if any).
7.1.4. in all cases: (a) provide Support as described in the Support Specification; (b) provide the Platform Services using reasonable skill and care; (c) ensure that the Platform, under normal operating conditions, performs (in technical and functional respects) as described in the Platform Specification (except in trivial and/or immaterial respects not affecting functionality and/or use of the Platform); and (d) ensure that, throughout the Term, it has and maintains the Certifications and Controls, provided that the Customer agrees that the use of AI Systems through or in connection with the Platform is subject to the limitations described in the AI AUP and the Customer’s compliance with the AI AUP.
7.2. The Customer shall notify the Supplier promptly and without undue delay if it, acting reasonably and honestly, considers that the Supplier has materially breached any one (or more) of the obligations set out under clause 7.1 (a “Performance Failure”).
7.3. For the avoidance of doubt, a Performance Failure shall not include a defect, problem, or incident the resolution of which is reasonably within the scope of Support.
7.4. Without prejudice to the Customer’s rights under clause 24, the Supplier shall use commercially reasonable endeavours, at the Supplier’s cost, to remedy Performance Failures reasonably promptly and without undue delay including (at the Supplier’s option) in accordance with the Service Levels by: (a) making available a corrected version of the Platform; (b) supplying a reasonable way to work-around the problem causing the Performance Failure (provided that the workaround is not materially detrimental to the Customer); or (c) re-performing the relevant Platform Services.
7.5. The Supplier shall perform secure back-ups of data submitted to the Platform by and/or on behalf of the Customer held in the Supplier’s Cloud not less than once in every period of twenty-four (24) hours.
8. INSURANCE
8.1. The Supplier shall maintain in force at all times during the Term all insurances required under applicable Legislation.
9.1. Subject to clause 26.3, the AI AUP, and except to the extent expressly set out in clause 7: (a) the Supplier does not warrant, represent, or undertake to the Customer that the Platform Services (including AI Systems) will be uninterrupted or error free; (b) the Supplier gives no warranties, representations, undertakings, or other commitments to the Customer (or its Authorised Users) as to the functionality, performance, availability, transmission speeds, content, latency, and/or accuracy of the Platform or any AI System; and (c) all warranties, conditions, representations, and terms (whether written or oral, express or implied by Legislation, common law, custom, trade usage, course of dealing or otherwise, including as to satisfactory quality, fitness for a particular purpose or use, accuracy, adequacy, completeness or timeliness) are hereby excluded to the fullest extent permitted by applicable Legislation.
9.2. The Customer agrees that the Supplier is not responsible, and shall have no liability, for loss or damage (including any reduction to the functionality or performance of the Platform) resulting from, caused or contributed to by:
9.2.1. delays or delivery failures resulting from the transfer of data over or through the Customer’s System or any third party’s communications networks and/or facilities (including the internet);
9.2.2. use of the Platform contrary to the Agreement (or reasonable instructions given from time to time) including defects arising as a result of misuse, wilful damage, negligence on the part of any person other than the Supplier or its appointed representatives, abnormal operating conditions caused by the Customer or the Customer’s Systems;
9.2.3. combination or use of the Platform with software or system that has not been approved for interoperation by the Supplier;
9.2.4. modification or alteration of Platform by any party other than the Supplier or the Supplier’s contractors or agents (including any alteration to, or error in, the configuration of the Platform);
9.2.5. defects, issues, and/or problems to the extent resulting from the Customer’s System or a failure of the Customer to deploy patches, fixes and/or other maintenance updates released and/or made available by the Supplier (including as part of the Support);
9.2.6. the Supplier’s compliance with any designs, specifications, or other instructions provided by and/or on behalf of the Customer;
9.2.7. use of the Customer’s Property (including Prompts); and/or
9.2.8. the Customer’s breach of the Agreement (including a failure to perform a Customer’s Responsibility or to comply with the AI AUP).
9.3. In the event of any loss or damage to any data or information submitted to the Platform by or on behalf of the Customer (including by the Supplier), the Customer's sole and exclusive remedy shall be for the Supplier to use its reasonable commercial endeavours to restore the lost or damaged data from the last available back-up of such data maintained by the Supplier in connection with its obligations under clause 7.5.
10.1.1. shall perform its obligations under the Agreement (including all of the Customer’s Responsibilities);
10.1.2. shall monitor its use of the Platform to ensure compliance with the Licence Conditions and acknowledges that use reports may be: (a) obtained through the functionality of the Platform; or (b) otherwise provided on request;
10.1.3. shall comply with all applicable Legislation and binding codes of practice applicable to the Customer and its use of the Platform;
10.1.4. shall ensure that all Authorised Users are directed to, and have read and understood, the Fair Processing Notice and AI AUP before granting access to the Platform;
10.1.5. shall procure that each Authorised User keeps all access credentials used to access the Platform (e.g., user-names and passwords) secure and confidential;
10.1.6. warrants and represents that it has obtained, and undertakes to the Supplier that it shall maintain, all necessary licences, consents, and permissions for it to: (a) provide or make available the Customer’s Property (including in Prompts); and (b) connect the Customer’s System to, or integrate the Customer’s System with, the Platform, including by obtaining all licences necessary for the Supplier to use, connect to, and/or integrate with the Integrated Platform or any other Customer licensed third party platforms in connection with the Platform Services;
10.1.7. shall comply with the reasonable requests of the Supplier made in connection with the operation of the Platform and the receipt of Support; and
10.1.8. shall be solely responsible for procuring and maintaining its network connections and telecommunications links from the Customer’s System to the Supplier’s Cloud.
10.2. The Customer shall notify the Supplier promptly and without undue delay if it becomes aware that: (a) it is in breach of any obligation contained in clauses 5 or 10; or (b) a breach of clauses 5 or 10 has occurred with respect to an Authorised User.
11.1. With respect to Firm Users and Expert Users, the Platform has been designed for use by independent Experts and in connection with the foregoing:
11.1.1. where the Customer is a Firm User:
11.1.1.1. the Firm User acknowledges and agrees that:
11.1.1.2. the Expert selected by the Firm User (the “Appointed Expert”) has been independently vetted and appointed by the Firm User to provide Expert Services;
11.1.1.3. the Supplier may share Customer’s Data with the Appointed Expert in connection with their supply of Expert Services;
11.1.1.4. the Firm User contracts directly with the Appointed Expert for the provision of the Expert Services and is responsible to the Appointed Expert for its fees;
11.1.1.5. subject to clause 11.1.2.1, the Expert Services shall be performed in accordance with the terms and conditions agreed between the Firm User and the Appointed Expert agreed from time to time (the Supplier does not act as an intermediary for these purposes); and
11.1.1.6. the Supplier is not responsible, and shall have no liability, for loss or damage resulting from, caused or contributed to by the Appointed Expert or the Expert Services;
11.1.2. where the Customer is an Expert User, in addition to its obligations contained elsewhere in the Agreement (including under clause 10 (Customer’s Obligations)), the Expert User shall:
11.1.2.1. as a minimum standard, comply with all relevant provisions in the Data Processing Terms when processing the Customer’s personal data in connection with the Expert Services;
11.1.2.2. ensure that all information contained in its “Profile” is accurate, up to date, and not misleading or intended to deceive (including its GMC status and all insurances, experience, and professional qualifications); and
11.1.2.3. immediately notify the Supplier if: (a) any of the information contained in its “Profile” is or becomes materially incorrect; and/or (b) it is or becomes the subject of disciplinary and/or regulatory investigation.
11.2. For the purposes of clause 11.1.2.1, references to the “Supplier” in the Data Processing Terms shall, as applicable, be construed as references to the Expert User.
11.3. The Supplier is not, under any circumstances an intermediary between Firm Users and Expert Users or the agent of either the Firm User or the Expert User and nothing in the Agreement (or through Platform-generated notifications, status updates, or reminders) shall create or be construed as creating a relationship of principal and agent between the Supplier and the Firm User and/or Expert User.
11.4. The Supplier may suspend or remove any “Profile” that does not, in its opinion, comply with clause 11.1.2.2.
12. ACCEPTABLE USE OF THE PLATFORM
12.1. The Customer shall not:
12.1.1. use or access the Platform in breach of clause 27;
12.1.2. use the Platform for any purpose outside the scope of the licence and the Purpose;
12.1.3. authorise or allow any person to access and/or use the Platform who is not an Authorised User and shall ensure that all related Supplier’s IPR is securely hosted and/or stored and is not accessible to any person who is not an Authorised User;
12.1.4. access, store, distribute, or transmit any software, code, file, or programme which may prevent, impair, or otherwise adversely affect the operation of the Platform or the Security Controls (including worms, Trojan horses, viruses, and other similar things or devices) or submit any material to the Platform that: (a) is harmful, discriminatory, threatening, defamatory, obscene, infringing, harassing, or offensive; (b) may cause a breach of applicable Legislation (including breach of any applicable data protection Legislation or the Data Processing Terms); (c) facilitates illegal activity (including fraud); (d) is incomplete, materially inaccurate, or intended to deceive; or (e) could cause damage or injury to any person or property;
12.1.5. have any right to: convert the Platform or any software contained in the Platform (in whole or in part) to (or into) any programming language; or format or copy, adapt, reverse engineer, de-compile, disassemble, modify, adapt, or make error corrections to the Platform except to the extent such activities may not be restricted under applicable Legislation;
12.1.6. overload or otherwise attempt to overload or interfere with the operation of the Platform or any AI System;
12.1.7. attempt to circumvent, disable, or otherwise interfere with any security related features of the Platform or the Security Controls (including features that enforce limitations of use or prevent copying, licence keys, digital interlocks, cryptographic protection, data collection, or recording mechanisms);
12.1.8. access, view, or otherwise use the Platform (or allow or permit any third party to access, view, or otherwise use the Platform) in order to build a product or service which competes with the Platform or the business of the Supplier (including to build, or to assist a third party to build, a product using similar ideas, features, or functions of the Platform);
12.1.9. use the Platform to provide services to any third party except, with respect to Expert Users and Company Users, to the extent necessary in connection with the Purpose;; and/or
12.1.10. access or use the Platform (or any Supplier’s IPR) for purposes of: (a) benchmarking or competitive analysis; (b) publicly disseminating performance or comparison information or analysis; or (c) performing penetration testing.
12.2. Where the Customer is a Company User, the Company User is responsible for ensuring that its Authorised Users (including doctors employed by or contracted to the Company User) only access matters and records within the scope of the Company User's medico-legal purpose as specified in the Order, and that those Authorised Users meet the Company User's own professional and regulatory standards. Clause 11 (which governs the Firm User / Expert User relationship) does not apply to a Company User.
13. PRODUCT ROADMAP
13.1. The Supplier has sole discretion and control over the Platform’s product roadmap and may modify at any time (with or without notice to the Customer) the functionality, performance, configuration, appearance, and/or content of the Platform provided that, in each case, such modifications do not result in a material reduction to, or loss of, the functionality and/or performance of the Platform during the Term.
13.2. Nothing in the Agreement shall restrict the Supplier from developing and/or using any techniques, ideas, concepts, or know-how related to methods or processes acquired during the provision of the Platform Services.
13.3. The Customer agrees that the related Platform Specification may be updated or amended by the Supplier from time to time and at the Supplier’s sole discretion (including for the purposes of documenting updates made to the Platform Services under clause 13.1).
14. UPDATES
14.1. Except as otherwise agreed between the parties in the Order (including as part of Support), the Supplier is not obliged to provide the Customer with any modifications, enhancements, upgrades, patches, releases, fixes, or new versions of the Platform that the Supplier may develop from time to time.
14.2. The Supplier shall not be responsible for the obsolescence of the Platform that results from: (a) changes in the Customer’s requirements or to the Customer’s System; or (b) the Customer’s failure to implement any modifications, enhancements, upgrades, patches, releases, fixes, or new versions provided by the Supplier from time to time.
15.1. Each party shall: (a) hold the other party’s Confidential Information in confidence (including by using the same degree of care and discretion to avoid disclosure, publication, or dissemination as it uses to protect its own similar information); and (b) subject to clause 15.2 and clause 15.4, not use the other’s Confidential Information for any purpose other than in connection with the provision or receipt of the Platform Services.
15.2. Subject to clause 15.3, a party may disclose the other party’s Confidential Information if and to the extent: (a) expressly agreed by the other party in writing; (b) required by applicable Legislation; (c) required by any regulatory body (including a taxation authority) having competent jurisdiction over that party; or (d) required by the rules of any securities exchange (including stock exchanges or bourses) applicable to that party’s stocks, bonds, and/or derivatives).
15.3. The parties agree that, with respect to disclosures made under clauses 15.2(b) to 15.2 (inclusive), the disclosing party shall: (a) as soon as is reasonably practicable and, where possible and/or permitted, before making the disclosure; and (b) to the extent permitted by applicable Legislation and/or the relevant regulatory body and/or securities exchange, notify the other party in writing of the circumstances of the intended disclosure and the Confidential Information to which such disclosure relates for the purpose of allowing the other party to seek an: (i) order that the Confidential Information does not need to be disclosed; (ii) appropriate protection order; or (iii) other assurance that confidentiality is maintained.
15.4. Subject to clause 15.5, either party shall be entitled to disclose the other party’s Confidential Information to any employee, consultant, contractor (including sub-contractors), auditor, professional adviser, or other person engaged by that party who has a need to know the other party’s Confidential Information in connection with the Agreement or the Platform Services (including for the purpose of the examination and certification of that party’s accounts) provided that the Customer may not disclose any of the Supplier’s Confidential Information to a competitor of the Supplier.
15.5. Each party shall ensure that the person to whom the other’s Confidential Information has been disclosed under clause 15.4 is bound by written or statutory confidentiality obligations that are materially as protective of that other party’s Confidential Information as those set out in this clause 15.
15.6. The Customer warrants and represents to the Supplier that it has the right to disclose all Confidential Information: (a) provided and/or made available to the Supplier under and in connection with the Agreement; or (b) uploaded or otherwise transmitted to Platform, and to authorise the Supplier to use such Confidential Information in connection with the provision of the Platform Services.
15.7. The obligations contained in this clause 15 shall not apply to Confidential Information that: (a) is or becomes publicly known (other than through any act or omission of the receiving party); (b) was in the receiving party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use or reference to the other party’s Confidential Information.
16. CUSTOMER’S DATA
16.1. Each party shall: (a) have their respective rights; and (b) comply with their respective obligations, described in the Data Processing Terms.
16.2. The Customer shall ensure that, to the extent it shares or makes available any personal data or personally identifiable information to the Supplier, it is lawfully entitled to do so and does so in accordance with the Data Processing Terms and applicable Legislation.
16.3. Without prejudice to clause 25.1.5, the Supplier may, on giving the Customer not less than thirty (30) calendar days’ prior written notice, delete and/or archive the Customer’s Property: (a) for the purpose of managing data storage on old and/or dormant cases where processing has not occurred for thirty six (36) months or more; and/or (b) where the Customer has been generally inactive on the Platform for a period of twelve (12) months or more.
17.1. The Customer agrees that the Supplier may:
17.1.1. collect and use application-level metrics relating to the use of the Platform (e.g., the date, time, number of logins, Authorised User identifiers) (“Use Metrics”) including for the following uses: (a) making the Platform functional and available for use in accordance with the Agreement; (b) enforcing and/or monitoring compliance with and/or the administration of the Agreement; (c) providing Support; (d) verifying the Customer’s compliance with the licence; (e) protecting and/or enforcing the Supplier’s IPR; (f) planning and implementing improvements to the Platform; (g) enabling scalability planning and performance monitoring activities to be carried out; (h) preparing accurate invoices; and (i) evaluating adoption rates and the success of new features and releases of the Platform; and
17.1.2. subject to clause 17.2, use the Use Metrics for its business purposes including: (a) improving the Platform (including AI Features); (b) developing new or additional products and/or services; (c) developing and training AI Systems in accordance with the AI AUP; (d) analysing market trends; and (e) creating and publishing press releases, preparing case studies and white papers,
and, in each case, the Customer hereby gives its consent to the same.
17.2. The Supplier shall ensure that the Use Metrics: (a) is anonymised so as not to contain personal data; (b) is not specifically attributable to the Customer; and (c) does not reveal the Customer’s Confidential Information in breach of the Agreement.
18.1. The Fees apply on a pre-pay or post-pay model (as determined in the Order) and are calculated and payable as described in the Fees Policy and payable in GBP (£).
18.2. The Supplier may raise its invoices for the Fees in accordance with the Fees Policy.
18.3. The Customer shall pay each invoice for the Fees (without set-off or deduction) before the expiry of the Due Date.
18.4. If the Customer is in breach of clause 18.3 then, without prejudice to any other of the Supplier’s rights or remedies, the Supplier may: (a) if the Supplier does not receive payment of the Fees in full (without set-off or deduction) on or before the Due Date, suspend the provision of the Platform Services (in whole or in part) unless and until the Fees are paid; and (b) charge the Customer interest, accruing on a daily basis, on the overdue Fees at the maximum rate permitted or prescribed by applicable Legislation, commencing on the Due Date and continuing until full payment of the Fees (whether before or after judgment).
18.5. The Customer agrees that: (a) the Fees are calculated exclusive of all sales taxes (e.g., any value added tax); and (b) sales tax (if applicable) shall be added to the Fees, and specified in the invoice, at the appropriate rate.
18.6. If the Customer is required by applicable Legislation to make any deduction or withholding from any payment to the Supplier then the sum due in respect of such payment shall be increased so that, after making such deduction or withholding, the Supplier receives a net sum that is equal to the sum it would have received had no such deduction or withholding been made.
18.7. Subject to clause 18.8, the Supplier shall be entitled to be reimbursed for any expenses (such as travel or subsistence expenses) incurred in the performance of the Agreement provided that such expenses have been authorised by the Customer in advance in writing (e.g., by e-mail or in the Order).
18.8. The Customer shall reimburse the Supplier for all expenses incurred in compliance with clause 18.7 provided that the Supplier provides the Customer with an invoice for such expenses and if requested by the Customer provides receipts or other proof of payment for such expenses.
18.9. The Supplier reserves the right to charge reasonable additional Fees, at its then current rates, to complete any Customer requested questionnaires (e.g., security or compliance) and/or reports which are not part of the Platform Services and require material effort over and above the provision of the Platform Services.
19.1. The Supplier shall be entitled to amend the Fees by updating the Fees Policy from time to time generally and at any time by providing notice to the Customer of an update to the Fees Policy (provided that any such general adjustment to the Fees shall not take effect until the expiry of thirty (30) days from the Supplier’s notice).
20. SUPPLIER’S IPR
20.1. As between the parties, the Supplier: (a) owns all present; and (b) shall own all future, Intellectual Property Rights in (and to) the Supplier’s IPR.
20.2. The Supplier may freely incorporate any feedback or suggested improvements to the Supplier’s IPR given by the Customer or an Authorised User from time to time.
20.3. Except as provided in clause 5, the Customer acquires no right, licence, or interest in the Supplier’s IPR under and/or in connection with the Agreement.
20.4. The Customer agrees that the Supplier’s IPR comprises commercially valuable proprietary assets and trade secrets of the Supplier or its licensors, the design and development of which reflect the effort of skilled developers and the investment of considerable time and money by the Supplier.
20.5. If (at any time): (a) through use of the Platform (including the AI Features); (b) receipt of the Support; (c) by operation of applicable Legislation; or (d) otherwise, the Customer comes to own Intellectual Property Rights in the Supplier’s IPR, then the Customer shall (promptly at the Supplier’s request and without delay) assign (or procure the assignment of) such Intellectual Property Rights to the Supplier and, to the extent permitted by applicable Legislation, waive (or procure the waiver of) all moral rights (and analogous rights) worldwide in connection with such Supplier’s IPR.
20.6. The Customer shall not remove the Supplier’s trademark, copyright notice, or any other proprietary notice from the Supplier’s IPR and shall ensure that all copies of the Supplier’s IPR made under the licence granted in these Platform GTCs include the Supplier’s trademark and copyright notice.
21.1. Subject to clauses 21.2 to 21.5 (inclusive) the Supplier shall defend and indemnify the Customer against any claim made against the Customer by a third party claimant alleging that the Customer’s use of the Platform in accordance with the Agreement infringes any Intellectual Property Rights belonging to that third party claimant (the “Supplier’s Indemnity”).
21.2. The Supplier’s Indemnity shall not apply unless: (a) the Supplier is given prompt written notice of any claim to which the Supplier’s Indemnity applies (the “Indemnified Claim”) and, in any event, is given written notice of the Indemnified Claim within five (5) days of the Customer becoming aware of, or being notified of, the Indemnified Claim; (b) the Customer provides the Supplier with all reasonably requested co-operation and assistance in connection with the defence and settlement of the Indemnified Claim; (c) the Customer takes all reasonable and timely action necessary to mitigate all Losses arising from the Indemnified Claim (including such reasonable actions as the Supplier may request to avoid, dispute, resist, appeal, compromise, or defend the Indemnified Claim); and (d) the Supplier is given sole authority to defend and/or settle the Indemnified Claim.
21.3. In the defence or settlement of any Indemnified Claim, the Supplier may: (a) procure the right for the Customer to continue using the Platform Services; (b) replace or modify the Platform Services so that it becomes non infringing; or (c) if such remedies are not reasonably available, terminate or suspend the Agreement (and the Customer’s access to the Platform Services) and refund the Customer any pre-paid fees for any Platform Services not delivered.
21.4. The Supplier’s Indemnity shall not apply if, and to the extent, the Indemnified Claim is based on: (a) Outputs (based on Prompts) that have been created and/or generated by an AI System; (b) a modification of the Supplier’s IPR by any person other than the Supplier or the Supplier’s authorised representatives (except with the Supplier’s express prior agreement and technical direction); (c) infringing Customer’s Property; or (d) the Customer’s use of the Platform in breach of the Agreement or in a manner contrary to the reasonable instructions given to it by the Supplier.
21.5. The Supplier’s Indemnity shall only apply to the extent Losses: (a) have been finally awarded against the Customer in judgment of the Indemnified Claim by a court or other body having competent jurisdiction; or (b) have been agreed to be paid (with the consent of the Supplier) to the third-party claimant in settlement of the Indemnified Claim; and (c) in all cases, comprise reasonably and properly incurred legal fees and disbursements, fees levied by any court of competent jurisdiction, arbitrator or mediator, or fees and disbursements charged by expert witnesses.
22.1. The Customer agrees that the Supplier may monitor and log the Customer’s and the Authorised Users’ activity on the Platform for licence compliance, security, audit, and invoicing purposes and to ensure the operation of the Platform.
23. CUSTOMER’S PROPERTY
23.1. As between the parties, the Customer: (a) owns all Intellectual Property Rights in and to all the Customer’s Property (including in the Prompts); and (b) shall have sole responsibility for the acquisition, deployment, licensing, legality, non-infringement, reliability, integrity, accuracy, and quality of the Customer’s Property (including information and data submitted as Prompts).
23.2. The Customer grants the Supplier (and its representatives and sub-contractors) a non-exclusive right and licence to use the Customer’s Property (including the Prompts) to the extent necessary for the Supplier (or the Supplier’s representative or sub-contractor as the case may be) to perform its obligations and to exercise its rights under the Agreement.
23.3. The Customer shall defend and indemnify the Supplier, its Affiliates, its and their officers, directors, sub-contractors, and employees against any and all Losses arising out of, or in connection with, any allegation or claim made against them that their use of the Customer’s Property in accordance with clause 23.2 infringes any third party’s Intellectual Property Rights (the “Customer’s Indemnity”).
23.4. The Supplier shall, where the Customer’s Indemnity applies: (a) give the Customer prompt written notice of any claim to which the Customer’s Indemnity applies and, in any event, is given written notice of such indemnified claim within five (5) days of the Supplier becoming aware of, or being notified of, the claim; (b) provide the Customer with all reasonably requested co-operation and assistance in connection with the defence and settlement of the claim; (c) take all reasonable and timely action necessary to mitigate all Losses arising from the claim (including such reasonable actions as the Customer may request to avoid, dispute, resist, appeal, compromise, or defend the claim); and (d) give the Customer sole authority to defend and/or settle the claim.
23.5. The Customer’s Indemnity shall not apply if, and to the extent, the claim is based on: (a) infringing Supplier’s Property; or (b) the Supplier’s use of the Customer’s Property in breach of the Agreement or in a manner contrary to the reasonable instructions given to it by the Customer.
23.6. The Customer’s Indemnity shall only apply to the extent Losses: (a) have been finally awarded against the Supplier in judgment of the claim by a court or other body having competent jurisdiction; or (b) have been agreed to be paid (with the consent of the Customer) to the third-party claimant in settlement of the claim; and (c) in all cases, comprise reasonably and properly incurred legal fees and disbursements, fees levied by any court of competent jurisdiction, arbitrator or mediator, or fees and disbursements charged by expert witnesses.
24.1. A party may terminate the Agreement by written notice having immediate effect if the other party commits: (a) an irremediable Material breach of the Agreement; or (b) a Material breach (or series of persistent breaches which, when taken together, amount to a Material breach) of the Agreement which is not remedied within thirty (30) calendar days from the date of written notice requiring the Material breach to be remedied, provided that Performance Failures shall be remedied in accordance with clauses 7.2 to 7.4 (inclusive).
24.2. Without limiting its rights under clauses 4.2 and 24.1, the Supplier may, at its option, suspend (for so long as the breach persists) or terminate the Agreement for cause in accordance with clause 18.4.
25. CONSEQUENCES OF TERMINATION
25.1. The parties agree that on termination or expiry of the Agreement (which shall include the licence to use the Platform Services):
25.1.1. the Customer shall, except for the limited purposes described in clause 25.2, immediately stop all use of Platform and the Supplier’s Materials;
25.1.2. the Customer shall promptly, following the Supplier’s request, return (or, at the Supplier’s option, delete) all of the Supplier’s Materials and any copies of the Platform in its possession and/or under its control (including from the Customer’s Systems);
25.1.3. except where termination is due to the Supplier’s Material breach of the Agreement, all Fees payable to the Supplier shall become immediately due and owing, without any set off, withholding or deductions whatsoever (for the avoidance of doubt, no refund of Fees paid in advance shall be due by the Supplier to the Customer in respect of any unexpired portion of the Term and the Customer shall not set off, withhold or deduct any such Fees paid in advance from any amounts payable by the Customer to the Supplier);
25.1.4. each party shall return or destroy (at the proprietor party’s option), and make no further use of, any equipment, property, Confidential Information, or other items belonging to the other party (including all copies); and
25.1.5. the Supplier may destroy, otherwise dispose of, or put beyond use, any of the Customer’s Property within its possession unless, with respect to the Customer’s Data, the Supplier receives (by no later than thirty (30) calendar days from the effective date of the termination or expiry of the Agreement) a written request for temporary and limited access to the Platform as described in clause 25.2.
25.2. Where the Customer requests the Customer’s Data under clause 25.1.5, the Supplier may (at its option) provide the Customer with: (a) temporary and limited access to the Platform, not to exceed thirty (30) calendar days, for the sole purpose of retrieving the Customer’s Data; or (b) a copy of the Customer’s Data held within the Platform in an appropriate and commonly used electronic format, and shall thereafter destroy, otherwise dispose of, or put beyond use, the Customer’s Data.
25.3. Termination or expiry of the Agreement shall: (a) be without prejudice to any rights or liabilities which may have accrued up to the date of such termination or expiry; and (b) not affect the coming into force, or the continuance in force, of any provisions which are expressly, or by implication, intended to come into, or to continue in force, on or after termination or expiry of the Agreement.
25.4. The parties agree that, in the event that the Platform Services are suspended by the Supplier in accordance with the Agreement: (a) clause 25.1.1 shall apply during the period of suspension; (b) the Supplier shall recommence the provision of the Platform Services promptly (and without undue delay) once the event(s) giving rise to and/or cause(s) of the suspension have been removed, resolved, or otherwise remedied to the Supplier’s reasonable satisfaction; and (c) the Fees shall remain payable and continue to accrue during any period of suspension.
25.5. Subject to the Supplier’s continuing obligations of confidentiality under clause 15, nothing in the Agreement shall prohibit the Supplier from retaining computer generated backup copies of any data or information where required for legal, archival or regulatory purposes, or for such reasonable period until permanently deleted and/or put beyond practical use by the Supplier in accordance with its usual backup processes, including the Customer’s Data and Confidential Information.
26. LIMITS AND EXCLUSIONS OF LIABILITY
26.1. The limits and exclusions of liability described in this clause 26 apply to all Losses: (a) arising under and/or in connection with the Agreement; and (b) under any and all Causes of Action.
26.2. Nothing in the Agreement shall be construed as limiting or fettering either party’s general obligation to mitigate its Losses arising out of, or in connection with, a breach of the Agreement (including in respect of Losses arising under an indemnity).
26.3. Nothing in the Agreement shall limit or exclude (or seeks to limit or exclude), to a greater extent than is permitted under applicable Legislation, either party’s liability to the other for Losses to the extent caused by or resulting from: (a) personal injury or death caused by the negligence of the defaulting party; (b) fraud or fraudulent misrepresentation; or (c) any matter which, under applicable Legislation, a party cannot exclude or limit (or attempt to exclude or limit) its liability.
26.4. Nothing in the Agreement shall limit or exclude: (a) the Customer’s liability to pay the Fees; (b) the Customer’s liability for Losses resulting from or caused by a breach of clause 12.1.8 or clause 27; or (c) subject to clause 26.2, Losses that are subject to the Supplier’s Indemnity or the Customer’s Indemnity.
26.5. Subject to clauses 26.3 and 26.4, neither party shall be liable to the other (or to any third party claiming under or through the other) for Losses to the extent comprising: (a) profit or revenue (except for incurred or anticipated Fees); (b) anticipated savings; (c) loss of contract or business opportunity; (d) loss or depletion of goodwill; (e) without limiting the Supplier’s obligations under clause 9.3, loss or corruption of data or information; and/or (f) any special, indirect, or consequential loss or damage, in each case, whether arising directly or indirectly under or in connection with the Agreement and whether or not reasonably foreseeable, reasonably contemplatable, actually foreseen, or actually contemplated by a party at the Effective Date or during the Term.
26.6. Subject to clauses 26.1 to 26.5 (inclusive), each party’s total aggregate liability to the other (and to any third party claiming under or through the other): (a) in each Contract Year; and (b) in respect of all Causes of Action arising in that Contract Year (determined at the date when the liability giving rise to the Cause of Action arose), shall not exceed the sum equivalent to the total Fees paid and payable under the Agreement for the Contract Year in question.
26.7. The parties agree that the provisions of this clause 26 are reasonable in all the circumstances, having taken into account applicable Legislation and the nature of the Platform Services and the Fees.
27. SOCIAL RESPONSIBILITY LAWS AND SANCTIONS RESTRICTIONS
27.1. With regard to all activities carried out under or in connection with the Agreement, each party shall (and shall use reasonable efforts to procure that its employees, directors, officers, agents, sub-contractors, and other representatives shall) comply with all applicable Social Responsibility Laws and Sanctions Restrictions.
27.2. Each party shall have, and shall maintain in place throughout the Term, such policies and procedures as are reasonable and necessary to ensure its compliance with the Social Responsibility Laws and Sanctions Restrictions.
27.3. The Customer shall not use the Platform to breach or circumvent (or in breach or circumvention of) any Sanctions Restrictions including by directly or indirectly, exporting, re-exporting, releasing, or making accessible the Platform (or any of the Supplier’s Materials) to any jurisdiction, territory, country, or person to which export, re-export, or release is prohibited by Sanctions Restrictions.
28. FORCE MAJEURE
28.1. Neither party shall have any liability to the other under the Agreement if, and to the extent, it is prevented from, or delayed in, performing an obligation under the Agreement by a Force Majeure Event.
28.2. A party prevented from performing its obligations under the Agreement (in whole or in part) by a Force Majeure Event shall: (a) promptly notify the other party of the Force Majeure Event; and (b) notwithstanding the occurrence of the Force Majeure Event, use reasonable endeavours to mitigate the effects of the Force Majeure Event on the performance of its obligations under the Agreement.
28.3. In the event that a Force Majeure Event interrupts the provision of the Platform Services for a period in excess of thirty (30) days, either party may terminate the Agreement on the provision of written notice to the other and the terms of clause 25 shall apply.
29. PUBLICITY AND ANNOUNCEMENTS
29.1. Subject to clause 29.2 and except to the extent required otherwise by applicable Legislation (for example, under the binding rules of any stock exchange or governmental authority), neither party shall make, or permit any third party to make, any public disclosure or announcement regarding any matter connected with the Agreement without first obtaining the prior written consent of the other party.
29.2. For the purposes of clause 29.1 the Customer hereby gives its consent for the Supplier to identify the Customer as a user of the Platform (and to use the Customer’s name, trademarks, and service marks for this purpose) provided that the Supplier complies with: (a) clause 15; and (b) any written brand guidelines made available to the Supplier by the Customer.
30. MISCELLANEOUS PROVISIONS
30.1. Provisions of these Platform GTCs which expressly, or by their nature, are intended to survive termination or expiry of the Agreement shall, thereafter, remain in full force and effect.
30.2. The Supplier may subcontract the performance of its obligations (or any part thereof) to any third-party service provider provided that the Supplier shall: (a) remain responsible for all acts and omissions of its subcontractors (which shall not include third parties appointed by the Customer) that cause a breach of the Agreement; and (b) comply with the Data Processing Terms (including with respect to international data transfers and the disclosure of sub-processor lists).
30.3. No variation of these Platform GTCs (or of the Agreement) shall be effective unless: (a) it is expressly and specifically documented in the Order; or (b) it is in signed writing and agreed by the parties, provided that the Supplier may amend these Platform GTCs at any time by giving not less than thirty (30) days’ advance notice to the Customer of the amendment. The Customer’s consent to the amendment shall be deemed to have been given by its continued use of the Platform following the expiry of such notice.
30.4. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by applicable Legislation shall: (a) constitute a waiver of that (or any other) right or remedy; or (b) prevent or restrict the further exercise of that (or any other) right or remedy.
30.5. The parties agree that, if any provision (in whole or in part) of the Agreement is found by any court or administrative body having competent jurisdiction over the parties and the Agreement to be invalid, unenforceable, or illegal, then: (a) the other provisions shall remain in full force and effect; and (b) to the extent the invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
30.6. Except as expressly provided otherwise in the Agreement, any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be delivered by: (a) hand or courier; (b) in the case of notices given or received by parties in the same country (which shall include all constituent countries of the United Kingdom), prepaid first class post, pre-paid special delivery, recorded delivery, or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); (c) in the case of notices given by parties outside of the same country, by ordinary pre-paid airmail, or pre-paid recorded, or special delivery outside of the same country at its registered office (if a company) or its principal place of business (in any other case); or (d) except with respect to the service of legal proceedings, e-mail to the addresses specified in the Order.
30.7. Any notice or communication shall be deemed to have been received: (a) if delivered by hand or courier on a Business Day before 17:00 local time, on the date of delivery; (b) if delivered by hand or courier on a Business Day on or after 17:00 local time, on the Business Day following the date of delivery; (c) if delivered by ordinary pre-paid first class post, or pre-paid special, or recorded delivery within the same country, on the second Business Day from the day of posting; (d) if delivered by ordinary pre-paid airmail, or pre-paid recorded, or special delivery outside of the same country, six (6) Business Days after the day of posting; or (e) if delivered by email, where permitted by the Agreement, on: (i) receipt of an automated delivery receipt; or (ii) confirmation of receipt from the relevant server, if delivered before 17:00 local time on a Business Day and otherwise on the next Business Day.
30.8. The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersedes any previous arrangement, understandings or agreements between them relating to the subject matter they cover.
30.9. Each party agrees that, in entering into the Agreement, it does not rely on any undertaking, promise, assurance, statement, representation, warranty, or understanding (whether in writing or not) of any person (whether party to the Agreement or not) except as expressly set out in the Agreement.
30.10. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement made prior to the Effective Date.
30.11. Subject to clause 30.12, neither party shall assign any of its rights under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
30.12. The Supplier may assign its rights under the Agreement without the prior written consent of the Customer: (a) for the purposes of invoice financing or the recovery of a debt owed; (b) to any of the Supplier’s Affiliates (including for the purpose of a merger or internal reorganisation); (c) to a purchaser of all, or substantially all, of the assets or entities that comprise an identifiable segment, portion, division, or unit of a business of the Supplier; or (d) as part of a corporate reorganisation, amalgamation, consolidation, or merger, provided, in each case, there is no material deterioration to the Platform Services.
30.13. Except for Firm Users receiving Expert Services from Expert Users (who will be third party beneficiaries for the purposes of clauses 11.1.2 and 11.2 and may enforce clauses 11.1.2 and 11.2), the Agreement does not confer any rights on any person or party (other than the parties to the Agreement) under any applicable Legislation including, for example, pursuant to the UK Contracts (Rights of Third Parties) Act 1999. Notwithstanding the foregoing, the Agreement may be amended or rescinded by agreement between the parties without the consent of any third party.
30.14. Nothing in the Agreement (or through use of Platform) is intended to, or shall be deemed to: (a) establish any partnership or joint venture between the parties; (b) constitute any party the agent of the other party; or (c) authorise a party to make or enter into any commitments for or on behalf of the other party.
30.15. Each party shall (and shall procure that all relevant employees, agents and sub-contractors shall) act with courtesy, respect and professionalism, in all dealings, communications, and interactions with the other.
30.16. The Agreement may consist of a number of counterparts, each of which when executed and delivered (whether in original, copy, or via email) shall together constitute one and the same instrument binding on them.
30.17. The Agreement and any dispute or claim arising out of, or in connection with, the Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
30.18. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement (including non-contractual disputes or claims).
31. AI SYSTEMS AND AI FEATURES
31.1. The Platform may, as part of the Platform Specification, contain AI Features.
31.2. The Customer’s use of the AI Features is subject to the AI AUP.
31.3. The Supplier warrants and undertakes that it shall not: (a) use, deploy, or integrate any High-Risk System without the Customer’s consent or in breach of applicable AI Laws; or (b) engage in any Prohibited AI Practices.
31.4. The Supplier will not use Prompts or Outputs except to the extent expressly stated in the AI AUP.
31.5. The Supplier will comply with AI Laws applicable to the use of AI Systems as part of the Platform Services.
31.6. The Customer will comply with the AI AUP in connection with its use of AI Features and acknowledges the disclaimers applicable to, and limitations of, the AI Features set out in the AI AUP.
32. INTERPRETATION
32.1. For the purposes of interpreting the Agreement:
32.1.1. all clause headings are for convenience and shall not affect the interpretation of the provisions that follow;
32.1.2. an obligation on a party not to do something includes an obligation not to agree, allow, permit, or acquiesce in, or to, that thing being done;
32.1.3. the Customer shall be responsible for all acts and omissions of the Authorised Users (including in breach of the Agreement) as if such acts or omissions were its own;
32.1.4. an obligation on the Customer (unless the context reasonably requires otherwise) includes an obligation on the Customer to ensure that an Authorised User does not act, or omit to act, in breach of that obligation;
32.1.5. references to Legislation will be construed as references to such Legislation as replaced, amended, consolidated, or re-enacted (with or without modification) from time to time and includes all orders, rules, regulations, or other binding provisions made under such Legislation;
32.1.6. any list, word, or phrase following the words ‘including’, ‘include’, ‘in particular’, ‘for example’, or any such similar expression shall be construed as having the phrase ‘without limitation’ following them;
32.1.7. references to ‘from’ with respect to a timeline or date shall be construed as having the phrase ‘and including’ following it; and
32.1.8. the word ‘Material’ in the context of classifying the seriousness of a breach means that the breach: (a) is more than trivial but need not be repudiatory; and (b) if not remedied (or if not capable of remedy), may or is likely to have, a serious impact on the benefit which the innocent party would otherwise derive from performance of the Agreement in accordance with its terms.
32.2. If, and to the extent, there is any conflict, inconsistency, or ambiguity between the constituent parts of the Agreement then such conflict, inconsistency, or ambiguity shall be resolved in the following order of precedence (with the document earlier in the list prevailing over a document later in the list):
32.2.1. the Order;
32.2.2. the Regional Addendum;
32.2.3. these Platform GTCs;
32.2.4. the Data Processing Terms;
32.2.5. the remaining documents comprising the Agreement.
DEFINITIONS