Master Services Agreement (MSA)
-
Getting Started
| About the Agreement | 1.1 | The Order Form and this Master Services Agreement (and any documents referenced in them) set out the agreement between the parties which govern the relationship. |
| Term | 1.2 | This Agreement begins on the date of last signature by the parties. It will remain in effect until (i) either party gives the other at least 30 days’ written notice of their intention to terminate the Agreement, such notice period to expire no earlier than the date that all Order Forms have come to an end in accordance with section 1.3 below, or (ii) until terminated by one of the parties in accordance with this Agreement (such as under clause 5.2 (d) if the other party is insolvent). |
| Order Form Duration | 1.3 | Each Order Form signed by the parties begins on the Start Date stated in it and continues for the Initial Term. At the end of the Initial Term, the Order Form will continue for the Renewal Term specified in that Order Form and will renew again on each anniversary of that Renewal Term. Except for any clauses that survive termination (such as confidentiality), an Order Form will not continue beyond the Initial Term if no Renewal Term is stated in that Order Form. The Order Form will also not continue for a further Renewal Term if either party provides the other with written notice of termination within the Notice Period specified in that Order Form, or if it is terminated in accordance with any other termination rights provided in the Agreement. |
| Definitions | 1.4 | Definitions for the capitalised words used in this Agreement are at the end of this Master Services Agreement. |
-
Service Provision
| Subscription | 2.1 | Platformed will make the Software available to the Customer and provide the Support Services to the Customer for its use in accordance with this Agreement. |
| Support | 2.2 | Platformed will provide support to the Customer in accordance with Platformed’s service levels set out in the Support Services. |
| Account and Users | 2.3 | The Customer is solely responsible for maintaining the status of its Users. The Customer will ensure its Users safeguard all User authentication credentials. The Customer is responsible for all activities of its Users (except those resulting from any breach or non-conformance by Platformed or its obligations under this Agreement). |
| Customer General Responsibilities | 2.4 | Customer is solely responsible for the accuracy, quality and legality of Customer Content that the Customer or its Users input or direct to be inputted into the Software, along with the use the Customer makes of any data Outputs provided by the Software. The Customer must ensure that it and its Users comply with this Agreement and relevant Policies. The Customer is responsible for the acts and omissions of any of its Users relating to this Agreement as though they were the Customer’s own acts and omissions. The Customer must not use the Services in any way which breaches this Agreement, any applicable laws or for any other unlawful purposes. The Customer may only use the Software for its intended internal business purpose and not for any other purposes. |
| Technology Improvement | 2.5 | Platformed may modify Software and Services to improve it or to reflect changes to its Software, technology, information security practices and to comply with any legal requirements. Platformed will notify Customer in advance of any material changes which may substantially and adversely affect our Service except (i) in cases of an emergency, (such as critical vulnerability remediation, (ii) to implement any applicable law, (iii) to comply with third-party certification standards Platformed may obtain from time to time, or (iv) address security vulnerability or similar updates. |
-
Intellectual Property Rights
| Subscription Services License | 3.1 | From the Start Date until termination of the Agreement, in consideration for the Customer’s payment of the Fees, Platformed grants the Customer a limited, revokable, non-exclusive, non-transferable, royalty-free license, without right to sub-license, to access and use the Subscription Services for internal business purposes and strictly in accordance with this Agreement. |
| Outputs License | 3.2 | Notwithstanding the termination of this Agreement, Platformed grants the Customer an exclusive, irrevocable, perpetual, royalty-free license to use, modify, and otherwise exploit the Outputs generated through the use of the Subscription Services for the Customer's business purposes. For the avoidance of doubt, this license does not grant the Customer any rights in the underlying Software or Services used to generate the Outputs, which remain the exclusive property of Platformed. Platformed may collect and use the Outputs to develop, improve, operate, and support its Software and Services and as Training Data, provided that it will be anonymised and aggregated such that it does not identify Customer or contain any Customer Confidential Information or personal data. |
| Customer Content | 3.3 | From the Start Date until termination of this Agreement, the Customer grants Platformed, a limited, non-exclusive, non-transferable, sub-licensable, royalty-free, license to use Customer Content for the purposes set out in this Agreement. |
| Ownership of Intellectual Property Rights | 3.4 | Ownership and Use of Customer Content. The Customer retains all its Intellectual Property Rights in and to Customer Content and its Confidential Information. No ownership interest in Customer Content or the Customer Confidential Information is transferred to Platformed by virtue of this Agreement. Platformed will use Customer Content and Customer Confidential Information only as described in this Agreement. To the extent that any Customer Content includes any Outputs or Usage Data, Platformed may collect and use the Customer Content to develop, improve, operate, and support its Software and Services and as Training Data. Any Customer Content comprising Output or Usage Data used by Platformed for this purpose will be anonymised and aggregated such that it does not identify Customer or contain any Customer Confidential Information or personal data, and such Customer Content will no longer considered to be Customer Content. |
| 3.5 | Platformed Intellectual Property and Ownership Rights. Other than the license to the Customer in clause 3.1 and 3.2, nothing in this Agreement gives the Customer any Intellectual Property Rights in the Platformed Software, Services, Outputs and Training Data, and the Platformed Confidential Information, and all enhancements or improvements to, or derivative works with respect to any of it, which is Platformed or its licensors intellectual property and is protected by copyright and other laws. | |
| Restrictions | 3.6 | Customer will not: (i) reverse engineer, disassemble, decompile or otherwise attempt to derive source code, algorithms, architecture, data structures, non-public APIs, models, parameters or weights or user interface techniques from the Platformed Software, Services, or any part of them; (ii) modify, translate, adapt, alter or create derivative works based upon the Software, Services, or any part of them; (iii) remove any proprietary notices, labels, trademarks or service marks on the Software, Services, or any part of them; (iv) access any part of the Software or Services to build a product of service that competes with Platformed, or benchmark or train competing models, or (v) use the Software or Services for any purposes other than the purposes stated in this Agreement; or (vi) reproduce, display, distribute, sell, share, sublicense, transfer, rent, lease, publish, broadcast, timeshare, loan, data scrape, mine, model train, disclose or otherwise make available the Software, Services or any part of them to any third party or (vii) attempt to circumvent any user limits, security mechanisms, usage metering technologies, other use restrictions or attributions that are built into the Software or Services. |
| Acceptable Use | 3.7 | Any Customer Content inputs into our Software and Customer use of the Outputs must comply with the Acceptable Use Policy. |
| Third Party Applications | 3.8 | The Services may integrate or interoperate with applications or software provided by third parties (“Third‐Party Applications”). Third‐Party Applications are provided by third parties under their own terms and conditions, and Platformed makes no representations or warranties concerning, and has no liability for, any Third‐Party Application. If the Customer chooses to use or enable a Third‐Party Application with the Services, the Customer consents to Platformed exchanging relevant Customer Content and Outputs with such Third‐Party Application as necessary for the integration. |
| Outputs | 3.9 | As with all Generative AI, the Outputs produced by the Software uses technology that may sometimes produce incorrect or inaccurate results. All Outputs should be carefully reviewed and vetted by the Customer before use. |
-
Fees & Payment Obligations
| Fees | 4.1 | The Customer’s Fees for the Services are set out in each Order Form. Platformed will issue the Customer with invoices for the Fees for each Billing Period stated in the Order Form. If the Customer upgrades any Services during the Term, the Customer Fees will be pro-rata applied from the date that the Customer upgrades and for the remainder of the current subscription period. |
| Maximum Monthly Events | 4.2 | If the usage limits or total number of Events exceeds the maximum number stated in an the applicable Order Form in any given Year, Platformed may charge the Customer for the excess usage and/or Events. The additional charge will be calculated at the rate of 1.5 times the per-Event or user cost set out in the Order Form. |
| Payment of Services Fees | 4.3 | Customer agrees to pay Platformed the Fees for the Services as set out in each Order Form in accordance with the Invoicing Period set out in the Order Form and without any set-off or deductions. Unless stated otherwise in the applicable Order Form, the Customer will make all payments within 30 days of the date of the Platformed invoice in the billing currency stated on the Order Form. |
| Sales Tax, Value Added Taxes, etc. | 4.4 | Fees stated in the Order Form are exclusive of all taxes and duties, including Sales and Use Tax, withholding tax, VAT, GST, HST or other government charges which are applicable now or in the future. The Customer is responsible for all such taxes, except for taxes on Platformed’s income. If the Customer is claiming exempt status for any portion of the fees due, the Customer must provide Platformed with any valid tax-exempt certificates or such similar documents prior to executing the Order Form. |
| Overdue Payments | 4.5 | If the Customer fails to make any payment due to Platformed under the Agreement by the due date for payment, Platformed may (i) suspend delivery of the Services until such time as the outstanding Fees are paid; (ii) seek reimbursement from the Customer of its reasonable costs in its enforcement of this clause (which may include its reasonable legal costs); and charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate from time to time, accruing on a daily basis from the due date until payment. |
-
Termination
| Termination for cause | 5.1 | Either party may terminate this Agreement (or any Order Form if the context requires) immediately by written notice if: (a) the other party commits material breach of the Agreement which is not capable of being remedied; (b) the other party fails to cure any remediable material breach within 30 days of being notified in writing of the breach; (c) the other party persistently breaches this agreement, (d) the other party is unable to pay its debts as and when they fall due. In addition to any other rights and remedies available under this Agreement, Platformed may, upon written notice, immediately suspend Customer’s access to the Services if it reasonably suspects Customer to be in breach of this Agreement. Platformed will promptly lift any such suspension once the Customer has remedied the breach. |
| Post Termination Obligations | 5.2 | Following termination of this Agreement: (a) the Customer will immediately pay to Platformed all outstanding Fees, (b) except where stated otherwise in this Agreement, all rights and licenses granted under the Agreement, shall cease; (c) the parties shall return or destroy (and certify destruction of) all copies of any Confidential Information and Intellectual Property of the other party in its possession, custody or control, except where continued use or retention is permitted under this Agreement. With respect to this clause 5.2(c), unless advised in writing by the Customer within 30 days of the date of termination Platformed will destroy any Customer Content it holds old on the Customer’s behalf without further notice except to the extent that such content has been anonymised and aggregated for lawful use under this Agreement. |
| Survival | 5.3 | Any rights and obligations under the Agreement which by their nature should survive, will remain in effect after performance, termination, or expiration of the Agreement. |
-
Warranties and Disclaimers
| Warranty | 6.1 | Platformed warrants to the Customer that: Performance Warranty. During the Initial Term and any Subsequent Renewal Term the Platformed Software will conform in all material respects with the Agreement. Viruses. Platformed will use commercially reasonable efforts, using applicable current industry practices, to ensure that its Software contains no material computer virus, Trojan horse, worm or other similar malicious code. Support Services. Platformed will provide the Support Services with reasonable skill and care, in accordance with the relevant service levels and consistent with applicable good industry standards. Infringement. Platformed’s provision to the Customer of the Software and Services and the Customer’s use of them in accordance with this Agreement does not infringe any third-party Intellectual Property Rights. Compliance with Law. The Services will comply with all laws applicable to Platformed in its provision of Services. |
| Performance Remedy | 6.2 | If Platformed fails to comply with the warranties set out in clause 5.1 (a) or 5.1(c) above, and the Customer provides Platformed with prompt written notice of Platformed’s non-compliance, then Customer’s sole and exclusive remedy is for Platformed to (at its option) either repair, redo or replace the non-conforming elements of our Services. If Platformed is unable to correct the non-compliance within 30 days of getting such written notice from the Customer, the Customer may terminate the affected Services, and Platformed will refund to the Customer a pro-rata amount of any Fees prepaid to Platformed and applicable to the unutilised portion of the terminated Services. |
| Infringement Remedy | 6.3 | The Customer’s sole remedy for any failure by Platformed to comply with the warranty in clause 6.1(d) is to at Platformed’s expense, either: (i) secure the Customer’s right to continue using the relevant Services; (ii) modify the infringing Service elements in a functionally equivalent manner; or (iii) terminate the Order Form and provide a pro-rata refund of any prepaid Fees for the unused portion. |
| Bugs | 6.4 | While Platformed makes reasonable efforts to ensure its Software is free from bugs, errors or omissions, it does not make any warranty to the Customer that its Software is free from all minor bugs, errors, or omissions. |
| DISCLAIMER | 6.5 | EXCEPT WHERE STATED OTHERWISE IN THIS AGREEMENT: NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE CUSTOMER CONFIRMS THAT IT HAS NOT RELIED ON ANY STATEMENTS OR MATERIALS EXCEPT AS SET OUT IN THIS AGREEMENT. ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THIS AGREEMENT. NONE OF THE OUTPUTS OR SERVICES CONSTITUTE LEGAL, FINANCIAL, COMPLIANCE, OR OTHER PROFESSIONAL ADVICE. THE CUSTOMER IS RESPONSIBLE FOR VERIFYING ALL OUTPUTS PRIOR TO RELIANCE, AND PLATFORMED DISCLAIMS ANY LIABILITY ARISING FROM DECISIONS MADE BASED ON THE SOFTWARE OR SERVICES. IF THE CUSTOMER USES ANY PRE-RELEASE, TRIAL, OR BETA FEATURE OF THE SOFTWARE (“BETA SERVICE”), SUCH BETA SERVICE IS PROVIDED ‘AS IS’ AND WITHOUT WARRANTY OF ANY KIND. IT MAY ALSO BE CHANGED OR DISCONTINUED AT ANY TIME, AND PLATFORMED WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE BETA SERVICE. THE PARTIES ACKNOWLEDGE THAT PARTICIPATION IN ANY BETA SERVICE IS ENTIRELY VOLUNTARY AND THE CUSTOMER HAS BEEN GIVEN THE OPPORTUNITY TO DECLINE PARTICIPATION. THE CUSTOMER FURTHER ACKNOWLEDGES THAT BETA SERVICES MAY CONTAIN DEFECTS OR ERRORS AND BY CHOOSING TO USE THEM, THEY ACCEPT ANY ASSOCIATED RISKS. |
| Customer warranty | 6.6 | The Customer warrants and represents that it has the power and authority necessary to enter into this Agreement and perform the obligations within it and that the Customer’s use of the Software and Service will comply with the terms of this Agreement and all applicable law. |
-
Confidential Information & Publicity
| Usage Limitations | 7.1 | When one party receives Confidential Information (called the “Recipient"), they may use it only for the purposes for which it was provided. The Recipient can only share Confidential Information with their employees or contractors who are also bound by similar confidentiality restrictions, and only for the purposes for which it was provided under the Agreement. |
| Exceptions | 7.2 | The obligations mentioned in clause 7.1 do not apply to information that (a) the Recipient obtained without breaching any confidentiality obligations; (b) becomes known to the public without the Recipient’s involvement; (c) the Recipient independently develops without using Confidential Information of the other party and can evidence such development; or (d) the Recipient is legally required to disclose due to a court or governmental order, subject to clause 7.3 below. |
| Notification | 7.3 | If either party receives any request or intends to disclose all or any Confidential Information pursuant to clause 7.2(d) above, that party agrees to consult the other before making such disclosures (unless prohibited by law). During this consultation, the disclosing party agrees to act reasonably and in good faith, considering any input or concerns raised by the other party regarding the proposed disclosure. |
| Publicity | 7.4 | Platformed may mention Customer as a client of Platformed in its website and in marketing collateral, and for that limited purpose, Platformed may use Customer’s name, logo and trademark. In addition, upon Customer’s written consent (not to be unreasonably withheld, conditioned or delayed), Platformed may issue a press release or case study, concerning its engagement with the Customer. Platformed welcomes any PR or marketing activities by the Customer and consents to the use by the Customer of Platformed’s name, logos and trademarks for such purposes. Furthermore, Platformed encourage the Customer to reach out to Platformed for any collaborations in this regard. |
-
Data Protection
| Legal Compliance | 8.1 | Both parties will comply with their respective obligations under the Data Protection Legislation, and this section is in addition to, and does not relieve, remove or replace any of those obligations. |
| Consent | 8.2 | By entering into this Agreement, and whenever the Customer provides or causes personal data to be shared with Platformed, the Customer confirms that it has obtained all required consents from the data subjects in order for Platformed to process the personal data in accordance with this Agreement. The Customer acknowledges that Platformed as a data processor, relies on the Customer’s instructions with respect to the direction and extent to which Platformed is entitled to use and process the personal data the Customer provides Platformed pursuant to this Agreement. The Customer also acknowledges that it controls what data is uploaded onto the Services, who is given access to it and therefore what personal data is processed by Platformed. Consequently, Platformed will not be liable for any claim brought by a data subject arising from any act or omission by the Customer in this regard. |
-
LIMITATION OF LIABILITY
| LIMITATIONS | 9.1 | THE CUSTOMER IS SOLELY RESPONSIBLE FOR ANY USE IT MAKES OF THE PLATFORMED SOFTWARE AND SERVICES, AND FOR ALL OUTPUTS GENERATED THROUGH ITS USE. PLATFORMED MAKES NO REPRESENTATION THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY SPECIFIC PURPOSE. THE CUSTOMER ACKNOWLEDGES THAT OUTPUTS MAY BE GENERATED BY AI AND MAY INCLUDE ERRORS OR HALLUCINATIONS. THE CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY FOR DECISIONS OR ACTIONS TAKEN IN RELIANCE ON SUCH OUTPUTS, INCLUDING ANY HUMAN OVERSIGHT AND WHETHER OR NOT TO IMPLEMENT ANY RECOMMENDATIONS OR MODIFICATIONS GENERATED OR PROPOSED BY THE SOFTWARE. |
| 9.2 | PLATFORMED SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY THIRD-PARTY SOFTWARE INTEGRATIONS, ERRORS, OR OMISSIONS IN ANY INFORMATION OR INSTRUCTIONS PROVIDED TO PLATFORMED BY THE CUSTOMER OR YOUR THIRD-PARTY VENDORS IN CONNECTION WITH THEIR USE OF THE SOFTWARE OR SERVICES. | |
| 9.3 | PLATFORMED SHALL HAVE NO LIABILITY FOR THE CUSTOMER CONTENT. THE CUSTOMER ACCEPTS THAT IT IS SOLELY RESPONSIBLE FOR THE LEGALITY, ACCURACY, INTEGRITY, QUALITY, AND FITNESS FOR PURPOSE OF THE CUSTOMER CONTENT, AND ACKNOWLEDGES THAT OUTPUTS DEPEND ON THE QUALITY AND SUITABILITY OF SUCH INPUTS. | |
| 9.4 | THE WARRANTIES IN CLAUSE 6.1 SHALL NOT APPLY IF THE FAILURE OF THE SOFTWARE OR SERVICES, OR ANY PART OF THEM, IS CAUSED BY: (i) USE OR OPERATION OF THE SOFTWARE OR SERVICES IN AN APPLICATION OR ENVIRONMENT OTHER THAN AS SET OUT IN THIS AGREEMENT; (ii) MODIFICATIONS TO THE SOFTWARE OR SERVICES NOT MADE BY PLATFORMED OR ITS AUTHORIZED REPRESENTATIVES; (iii) FORCE MAJEURE; (iv) THE CUSTOMER’S MISUSE, FAULT, OR NEGLIGENCE; (v) USE OF THE SOFTWARE OR SERVICES IN A MANNER FOR WHICH THEY WERE NOT DESIGNED OR INTENDED; OR (vi) CUSTOMER CONTENT. | |
| EXCEPTIONS | 9.5 | NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF EITHER PARTY TO THE OTHER FOR: DEATH OR PERSONAL INJURY CAUSED BY THE OTHER PARTY’S NEGLIGENCE. FRAUD OR FRAUDULENT MISREPRESENTATION. PAYMENT OF ANY FEES PROPERLY DUE. ANY MATTER WHICH CANNOT BE EXCLUDED BY LAW. |
| EXCLUSION OF CERTAIN CLAIMS | 9.6 | SUBJECT TO CLAUSE 9.5, NEITHER PARTY WILL BE LIABLE TO THE OTHER WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION OR OTHERWISE FOR ANY (I) LOSS OF PROFITS; OR (II) LOSS OF BUSINESS; OR (III) DEPLETION OF GOODWILL AND SIMILAR LOSSES; OR (IV) LOSS OR CORRUPTION OF ANY DATA OR INFORMATION; OR (V) PURE ECONOMIC LOSS; OR (VI) LOSS OF USE; (VII) ANY OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES OR EXPENSES. |
| CAP | 9.7 | SUBJECT TO CLAUSE 9.5, BOTH PARTIES’ TOTAL AGGREGATE LIABILITY TO THE OTHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (II) IF FEWER THAN 12 MONTHS HAVE ELAPSED, THE PROJECTED TOTAL FEES PAYABLE FOR THE FIRST 12 MONTHS OF THE AGREEMENT. |
-
Miscellaneous Provisions
| Interpretation | 10.1 | When this Agreement says ‘including’, ‘for example’ or anything similar, it means ‘including without limitation’. Headings shall be ignored in interpreting this Agreement. Singular words also include the plural and vice versa. Any reference to a legislation refers to all subsequent amendments in force from time to time. References to a ‘person’ include individuals and corporate bodies. “Writing” or “written” includes the use of e-signature platforms. |
| Construction | 10.2 | The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void and of no effect. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Order Form, (2) this Master Services Agreement and, (3) Policies. |
| Entire Agreement | 10.3 | Subject to clause 9.5, this Agreement contains all the entire terms agreed between the parties and supersedes all prior or contemporaneous oral and written agreements and understandings between the parties relating to its subject matter. Neither party has relied on any statement, representation or warranty (whether made negligently or innocently), except those set out in this Agreement. |
| Amendments | 10.4 | Except where stated otherwise in this Agreement, any amendment must be (i) in writing, (ii) expressly state that it is amending this Agreement and (iii) be signed by the parties. |
| Assignment | 10.5 | A party may not assign, transfer, or novate its rights or obligations under this Agreement without the prior written consent of the other party, which cannot be unreasonably withheld, conditioned or delayed. However, Platformed can transfer its rights and obligations to a successor following a change of control of that party. A "change of control" occurs when a party undergoes a transaction resulting in (a) a transfer of more than 50% of its voting shares or equity to a third party, (b) a merger, consolidation, or reorganization where it is not the surviving entity, or (c) a sale of all or substantially all of its assets. |
| Subcontracting | 10.6 | Either party may subcontract its obligations under this Agreement, in whole or in part, without the prior written consent of the other, provided that the sub-contracting party remains liable for the subcontracted obligations and accept full responsibility for its subcontractors’ actions or inactions |
| Severability | 10.7 | If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement remains unaffected. The affected provision will be changed to achieve the original objectives of it within the limits of the applicable law or court decision. |
| No Waiver | 10.8 | Neither party will be considered as having waived any rights by not exercising (them immediately or delaying their exercise under this Agreement. Any waiver of any right or remedies must be expressed and given in writing to be effective. |
| No Agency | 10.9 | This Agreement does not create any agency, partnership, or joint venture between the parties. |
| No Third-Party Beneficiaries | 10.10 | This Agreement does not confer any benefits on any third party unless it expressly states that it does. |
| Anti-Bribery | 10.11 | Each party represents and warrants that it will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (where applicable), and that it has appropriate policies and procedures in place to ensure such compliance. |
| Export Control | 10.12 | The Services are subject to the export control laws of various countries such as the U.S., U.K, and E.U. and the parties agree to comply with all laws in this regard. In particular, with respect to the use the Customer makes of Our Services, it will not cause Platformed to be in violation of such export control laws. |
| Force Majeure | 10.13 | A party is not liable under the Agreement for non-performance caused by events or conditions beyond its reasonable control including, natural disasters, terrorist attacks, wars, riots and armed conflicts, collapse of buildings, fires, floods explosions storms or significant accidents, failure of a utility service, transport or telecommunications network (including internet), pandemics, malicious damage, compliance with any law or governmental order, breakdown of plant or machinery. The affected party must notify the other party of the date on which it started, its likely duration, and the effect of the force majeure event on its ability to perform any of its obligations under the Agreement and use all reasonable endeavours to mitigate the impact on the other party. If the event continues beyond 30 days, the non-affected party may terminate the Agreement. |
| Notices | 10.14 | All notices must be in English, sent to Platformed’s email address at legal@platformed.com. Notices to the Customer will be sent to the email or postal address in the most recent Order Form. Any notice provided under this clause shall be effective upon (a) personal delivery, (b) the second business day after despatch (excluding weekends and public holidays in England) and (c) if by email, the day after sending (excluding weekends and public holidays in England). |
| Disputes | 10.15 | If a dispute arises in connection with this Agreement, then a director of each of the parties will attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute within 30 days of it being escalated to them, the parties agree to enter into mediation in good faith to settle such a dispute in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by the Centre for Effective Dispute Resolution. Neither party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute in accordance with the provisions of this clause, provided that the right to issue proceedings is not prejudiced by a delay. |
| Governing Law | 10.16 | This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement. The exception to this is that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights. |
-
Definitions
| Acceptable Use Policy or AUP | means the guidelines governing the Customer’s use of the Platformed Software and Services available online at Acceptable Use Policy as updated periodically. | |
| Agreement | means this Master Services Agreement, any Order Form and Policies. | |
| Billing Period | is the time period stated as the ‘Billing Period’ in the relevant Order Form. | |
| Branding | any corporate, business or trading name, logo, colour scheme or other material (including any associated trademarks) reflecting the Customer’s business identity provided or made available to Platformed for its use pursuant to this Agreement. | |
| Confidential Information | means the terms of this Agreement and any information disclosed by (or on behalf of) one party (or a Group Company) to the other party in connection with this Agreement that is (a) marked as confidential or, (2) from its nature, content, or the circumstances in which it is disclosed, might reasonably be considered to be confidential. | |
| Content | means any Platformed’s proprietary materials it makes available to the Customer for its Use as part of our Services under this Agreement (whether in hardcopy, electronic form or in the Software) and includes any Supplementary Materials. information, comments, contributions, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Platformed on or through the Services and excludes any of Customer Content. | |
| Customer Content | means any raw data that the Customer or its Users input into the Software in order for Platformed to provide the Services, including any personal data. | |
| Data Protection Legislation | means all applicable legislation regarding privacy and the protection of “personal data” or “personally identifiable information” (as defined by such laws) including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426). | |
| Data Security Policy | means Platformed’s Information Security Policy at https://trust.platformed.com/platformed/overview as updated from time to time. | |
| End User | means any individual who has been authorized by the Customer to use any features and functionality of the Platformed Software or Services. | |
| Event | is each input of Customer Content made by the Customer to Platformed Software. | |
| Fee | means the fees for the Services which are payable by the Customer to Platformed at the applicable rates set out on the Order Form. | |
| Group Company | an entity that directly controls, is controlled by, or is under common control with, a party to the Agreement. | |
| Initial Term | is the time period stated as the ‘Initial Term’ in the relevant Order Form. | |
| Intellectual Property Rights | means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered), and all other equivalent or similar rights which may subsist anywhere in the world. | |
| Invoicing Period | the period in which the Customer will be provided with a Fee invoice for the Services as stated in the Order Form. | |
| Master Services Agreement or MSA | are these terms and conditions. | |
| Maximum Events | means the maximum number of Events in any given year as stated in the Order Form. | |
| Notice Period | is the minimum amount of days’ prior notice that one party needs to provide the other if it does not want to renew the Agreement before the next Renewal Term and is the number of days stated on the Order Form as the ‘Notice Period’. | |
| Order Form | means any Order Form signed by the parties describing the Services, Fees, duration and other matters agreed by the parties pursuant to this Master Services Agreement. | |
| Output | means any output arising as a result of any Customer Content inputted into the Software. | |
| Payment Terms | means the terms stated as the ‘Payment Terms’ in the relevant Order Form. | |
| Platformed | means Platformed Ltd, registered in England and Wales under number 14622305 whose registered address is 71-75 Shelton Street, London, England, WC2H 9JQ. | |
| Software | means Platformed’s proprietary algorithm and machine learning data analysis and extraction, document summarisation and content creation model comprising of its (a) proprietary software and associated configuration, parameters, machine learning model architectures and weights (in source code and object code formats), (b) the Third Party Software, and (c) the Training Data. | |
| Policies | are Platformed’s Data Security Policy, Acceptable Use Policy and Support Services policy at: https://trust.platformed.com/platformed/overview and Acceptable Use Policy. | |
| Recipient | has the meaning given to it in clause 7.1. | |
| Renewal Term | means is the time period stated as the ‘Renewal Term’ in the relevant Order Form. | |
| Services | means the applicable Subscription Services and Support Services. | |
| Start Date | is the date stated in the relevant Order Form in which Platformed will make the Software and Services available to You. | |
| Subscription Fee | means is the Fee payable by the Customer to Platformed in consideration for the Customer’s use of the Services as may be specified on an Order Form. | |
| Subscription Services | mean the subscription services for the Software as stated in the Order Form and as further described in the Product Description listed in that Order Form, as updated from time to time. | |
| Support Services | are the Platformed service levels described in the Support Description set out in the Order Form, as updated from time to time. | |
| Term | is either an Initial Term or Renewal Term (as the case may be). | |
| Third Party Applications | has the meaning given to it in clause 3.8. | |
| Third Party Software | means any third party software used by Platformed as part of the Software, as may be notified by the Supplier to the Customer from time to time in the Acceptable Use Policy. | |
| Training Data | means any data used by Platformed in connection with the Software including but not limited to: (a) data used prior to or during model training, such as for pre-processing (e.g., data exploration, transformation, collection, analysis, or visualisation); (b) data used to train, test, or develop the Software, including data classification, data labelling, and associated metadata. | |
| Usage Data | means data performance, usage and diagnostic data collected by or feedback provided to Platformed relating to Customer's use of the Software and Services. It may contain User queries, but not the results of those queries. | |
| User | means End User. | |
| Year | means a year commencing on the Start date and each year commencing on the anniversary of the Start Date. | |
| You, Your, Customer | means the entity identified in the Customer signature section below. |