Terms of Service

AGREED TERMS

1.Interpretation

1.1The definitions and rules of interpretation in this clause apply in these Conditions:

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

AI Customer Input: information, data, materials, text, prompts, images, or other content that is:

a)input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer or any Authorised User for processing by or through an AI Feature, or

b)collected or otherwise received by an AI Feature for or on behalf of Customer or any Authorised User.

AI Customer Output: information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Customer Input or from use of an AI Feature by or on behalf of Customer or its Authorised Users.

AI Feature: any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.

AI Technology: any machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

Analytics Data: has the meaning given in clause 11.4.

API: means any application programming interface made available by the Provider in connection with the Services, or otherwise necessary to use, integrate, or interoperate with the Services.

Authorised Users: means an individual authorised by the Customer to access and use the Services, including the Customer where the Customer is an individual.

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

Conditions: these terms and conditions as varied in accordance with clause 15.4.

Confidential Information: means all information disclosed by one party to the other in connection with the Contract which is designated as confidential or which ought reasonably to be regarded as confidential having regard to the nature of the information or the circumstances of disclosure. Confidential Information shall include Customer Data, whether or not such Customer Data is marked or identified as confidential.

Contract: Contract means the agreement between the Provider and the Customer comprising the Order Form, these Conditions, the Schedules and the Data Processing Agreement.

Customer Data: the AI Customer Inputs, AI Customer Outputs, Usage Data and all data inputted by the Customer, Authorised Users, or the Provider on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services and except for the Analytics Data any data generated by, or derived from the Customer's use of the Services, whether hosted or stored within the Services or elsewhere.

Data Processing Agreement: Data Processing Agreement or DPA means the data processing agreement entered into between the Provider and the Customer from time to time in connection with the processing of personal data under the Contract.

Documentation: the document(s) and other materials made available to the Customer by the Provider online via https://www.quorums.ai/ or such other web address notified by the Provider to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Initial Subscription Term: the initial term of these Conditions as set out in Schedule 2.

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

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Order: means the Order Form executed by the parties.

Permitted Uses: means any use of the Services by the Customer or any Authorised User solely for the Customer's internal business operations, including submitting AI Customer Input and receiving AI Customer Output from the AI Features and use of any and all content (in any mode or format) as may result from the use of the Services.

Provider Materials: the Services, Provider Systems, and Documentation, and, to the extent developed or acquired by Provider prior to the Effective Date or independently of the supply of the Services to the Customer, any other information, data, documents, devices, know-how, methods, hardware, software, and other materials that are provided or used by Provider or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials includes Analytics Data.

Provider Systems: the information technology infrastructure used by or on behalf of the Provider in performing the Services, including all computers, software, hardware, databases, models, AI Technology, electronic systems (including database management systems), and networks operated by or on behalf of the Provider.

Renewal Period: the period described in clause 14.1.

Services: the subscription services, including the AI Features and the API, provided by the Provider to the Customer under these Conditions via https://www.quorums.ai/ or any other website notified to the Customer by the Provider from time to time, as more particularly described in the Documentation.

Software: the online software applications provided by the Provider as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to the Provider for the User Subscriptions, as set out in paragraph 1 of Schedule 1.

Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Usage Data: any information reflecting the use of the Services by or on behalf of Customer or any Authorised User, including any end user profiles, session data, or meta data about Customer's and its Authorised Users' access to or use of the Services.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 3 or the Order form which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Conditions.

1.2Interpretation:

(a)A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b)Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(c)A reference to writing or written excludes fax but not email.

2.Basis of contract

2.1Each Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2Any descriptions or illustrations contained in the Provider’s advertising, brochures or other marketing collateral are provided for the sole purpose of giving an approximate idea of the Services and do not form part of the Contract or have any contractual force.

2.3These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate. The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any document of the Customer that is inconsistent with these Conditions.

2.4Any quotation given by the Provider does not constitute an offer to enter into a contractual arrangement capable of acceptance by the Customer.

2.5If there is any conflict or inconsistency between any of the provisions in these Conditions and the provisions of an Order, the provisions of the Order will prevail.

2.6Where the Customer accepts these Conditions through the Provider's online sign-up process, such acceptance shall also constitute acceptance of the Data Processing Agreement and the Data Processing Agreement shall be deemed incorporated into and form part of the Contract.

3.User subscriptions

3.1The Provider hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users during the Subscription Term to use the Services and the Documentation for the Permitted Uses.

3.2In relation to the Authorised Users, the Customer undertakes that:

(a)the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

(b)it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User will no longer have any right to access or use the Services and/or Documentation.

3.3The Customer shall not:

(a)except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Conditions:

(i)attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services or Documentation (as applicable) in any form or media or by any means; or

(ii)access all or any part of the Services and Documentation to build a product or service which competes with the Services or the Documentation; or

(iii)attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3.

3.4The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, if there is any such unauthorised access or use, promptly notify the Provider.

4.Services

4.1The Provider shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of these Conditions.

4.2The Provider shall use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week, except for:

(a)planned maintenance carried out during maintenance windows; and

(b)unscheduled maintenance performed outside Normal Business Hours.

4.3The Provider shall maintain appropriate technical and organisational security measures for the Services, a description of which is published at https://www.quorums.ai/security and may be updated from time to time, provided that the overall level of security is not materially reduced.

5.Data protection

5.1Where the Provider processes personal data on behalf of the Customer in connection with the Services, the parties shall enter into a Data Processing Agreement.

5.2The Data Processing Agreement shall form part of and be incorporated into the Contract.

5.3To the extent of any inconsistency between these Conditions and the Data Processing Agreement in relation to the processing of personal data, the Data Processing Agreement shall prevail.

5.4Following termination or expiry of the Contract, Customer Data shall be retained, returned and/or deleted in accordance with the Data Processing Agreement.

6.Third-party materials

6.1The Services incorporate third-party services and technologies.

7.Provider's obligations

7.1The Provider shall perform the Services in accordance with the Documentation and with reasonable skill and care, using personnel with the requisite skill, experience, and qualifications, and shall devote adequate resources to meet its obligations under these Conditions.

7.2The Provider's obligations at clause 7.1 shall not apply to the extent of any non-conformance that is caused by use of the Services contrary to the Provider's instructions, or modification or alteration of the Services by any party other than the Provider or the Provider's duly authorised contractors or agents.

7.3These Conditions shall not prevent the Provider from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Conditions.

7.4The Provider does not warrant that the Customer's use of the Services will be uninterrupted or error-free and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.Customer's obligations

8.1The Customer shall:

(a)provide the Provider with:

(i)all necessary co-operation in relation to these Conditions; and

(ii)all necessary access to such information as may be required by the Provider;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b)without affecting its other obligations under these Conditions, comply with all applicable laws and regulations with respect to its activities under these Conditions; and

(c)ensure that its network and systems comply with the relevant specifications provided by the Provider from time to time.

8.2The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

8.3The Customer warrants that it has all rights, permissions, consents, authorities and lawful bases required to upload, disclose and otherwise make available Customer Data to the Provider in connection with the Services.

8.4Where the Customer uploads Customer Data relating to a third-party organisation, the Customer warrants that it is duly authorised by that organisation to disclose such Customer Data to the Provider and to use the Services in connection with such Customer Data.

9.AI and Governance Acknowledgements

9.1The Customer acknowledges and agrees that:

(a)the Services use artificial intelligence and machine learning technologies to analyse, organise and generate outputs based on Customer Data;

(b)outputs generated by the Services may contain inaccuracies, omissions, outdated information or other errors and should not be considered complete, authoritative or error-free;

(c)the Services are intended solely to assist with the organisation, retrieval and analysis of information and do not constitute legal, regulatory, accounting, financial, governance, investment or other professional advice;

(d)the Provider does not warrant that any output generated by the Services is accurate, complete, suitable for any particular purpose or capable of being relied upon without independent verification;

(e)the Customer and its users remain solely responsible for assessing, validating and independently verifying any outputs generated by the Services before relying upon them;

(f)all corporate, governance, regulatory, financial, strategic or other decisions made by the Customer or its users remain the sole responsibility of the Customer and its users; and

(g)the Customer shall not use the Services or any output generated by the Services as the sole basis for any material corporate, governance, regulatory, financial or strategic decision.

10.Charges and payment

10.1The Customer shall pay the Subscription Fees to the Provider for the User Subscriptions in accordance with this clause 10 and Schedule 1.

10.2The Customer shall on the Effective Date provide to the Provider valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Provider, and any other relevant valid, up-to-date and complete contact and billing details. If the Customer provides:

(a)its credit card details to the Provider, the Customer hereby authorises the Provider to bill that credit card:

(i)on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii)subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

(b)its approved purchase order information to the Provider, the Provider shall invoice the Customer:

(i)on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii)subject to clause 14.1, at least 30 days before each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

and the Customer shall pay each invoice within 30 days after the date of such invoice.

10.3All amounts and fees stated or referred to in these Conditions:

(a)shall be payable in pounds sterling; and

(b)are exclusive of value added tax, which shall be added to the Provider's invoice(s) at the appropriate rate.

11.Proprietary rights

11.1As between the Provider and the Customer, the Provider acknowledges and agrees that the Customer owns all Intellectual Property Rights in the Customer Data, subject to the licence granted in clause 11.2. Except as expressly stated in these Conditions, these Conditions do not grant the Provider any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Customer Data.

11.2Subject to the terms and conditions of these Conditions, the Customer and each of its Affiliates licenced under these Conditions hereby grants to the Provider a limited, royalty-free, fully-paid up, non-exclusive, licence to use the Customer Data strictly as instructed by the Customer or an Authorised User and solely as necessary to provide the Services for the Customer's and the Affiliates' benefit as provided in these Conditions for so long as the Customer or any Authorised User uploads or stores the Customer Data for use by or on behalf of the Provider on the Provider Systems.

11.3The Provider shall not use, or permit any person to use, Customer Data or any other Confidential Information of the Customer to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features, any AI Technology, the Services or any other product or service, except:

(a)to the extent necessary to provide the Services to the Customer in accordance with the Contract; and

(b)as expressly permitted by Clause 11.4.

11.4Notwithstanding anything to the contrary in these Conditions, the Provider may monitor the Customer's use of the Services and collect and use Usage Data only in an aggregate manner solely to compile statistical and performance information related to the provision and operation of the Services (Analytics Data).

11.5The Customer acknowledges and agrees that the Provider and its licensors own all Intellectual Property Rights in the Provider Materials.

12.Confidentiality

12.1Each party undertakes that it shall not, at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any Confidential Information of the other party, except as permitted by clause 12.2, provided that, in respect of Customer Data, this clause 12.1 shall continue to apply for so long as the Customer Data remains confidential.

12.2Each party may disclose the other party's Confidential Information:

(i)to those of its Affiliates', employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under the Contract (Representatives). Each party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those set out in this clause; and

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

12.3Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Contract.

13.Limitation of liability

13.1The following definitions apply in this clause 13:

(a)liability: every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and

(b)default: any act or omission resulting in one party incurring liability to the other.

13.2Except as expressly and specifically provided in the Contract, the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use.

13.3Nothing in the Contract excludes or limits either party’s liability for:

(a)death or personal injury caused by negligence; or

(b)fraud or fraudulent misrepresentation;

(c)any liability which cannot lawfully be excluded or limited.

13.4Subject to Clauses 13.2 and 13.3, neither party shall be liable for any indirect, consequential or special loss, or for any loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill or reputational damage.

13.5Without prejudice to Clause 9, and subject to Clause 13.3, the Provider shall have no liability arising from or in connection with any decision, action, omission, loss or damage resulting from the Customer's or any Authorised User's reliance upon any output generated by the Services.

13.6Subject to Clauses 13.3 and 13.5, the Provider's total aggregate liability arising out of or in connection with the Contract shall not exceed the Subscription Fees paid or payable by the Customer under the Contract during the twelve (12) month period immediately preceding the event giving rise to the claim, provided that where the claim arises following termination or expiry of the Contract, the relevant period shall be the twelve (12) month period immediately preceding termination or expiry of the Contract.

14.Term and termination

14.1The Contract shall, unless otherwise terminated as provided in this clause 14.1, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a)the Customer notifies the Provider that it wishes to terminate the Contract, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate on the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b)otherwise terminated in accordance with the provisions of these Conditions;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2The Customer may terminate the Contract at any time on no less than 60 days prior written notice to the Provider. The Provider shall refund to the Customer any amounts paid in advance as at the date of termination of the Contract under this clause 14.2.

14.3Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by notifying the other party if:

(a)the other party is in material breach of the Contract where:

(i)the breach is not capable of remedy; or

(ii)the breach is capable of remedy and is not remedied within 14 days by the other party after receiving written notice to do so;

(b)the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 14.3(b);

(c)the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

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

14.4Without affecting any other right or remedy available to it, the Provider may terminate the Contract with immediate effect by notifying the Customer if:

(a)the Customer fails to pay any amount due under the Contract by the due date for payment and remains in default not less than thirty (30) days after being notified to make that payment

(b)the Customer becomes, or Provider reasonably believes that the Customer is about to become, subject to any of the events listed in clause 14.3 (b) – (d).

14.5Upon termination or expiry of the Contract, the Customer may export Customer Data for a period of thirty (30) days. Following expiry of that period, the Provider shall use reasonable endeavours to delete, and procure the deletion of, Customer Data from its active systems and those of its sub-processors, subject to any legal or regulatory retention obligations, any requirement to retain Customer Data for the establishment, exercise or defence of legal claims, any billing, audit or security records maintained by the Provider, and any backup retention procedures described in the Data Processing Agreement.

15.General

15.1Force majeure. Neither party will be liable for any delay or failure in performing any of its obligations for so long as and to the extent that the delay or failure results from events, circumstances or causes beyond its reasonable control.

15.2Assignment and other dealings.

(a)The Customer shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the Provider (consent not to be unreasonably withheld or delayed).

(b)Provider may at any time assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

15.3Entire agreement.

(a)The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

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

15.4Variation. Except as set out in these Conditions, no variation of the Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.5Waiver. A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict any further exercise of that or any other right or remedy.

15.6Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract.

15.7Notices.

(a)Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i)delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered office (if a company) or its principal place of business (in any other case); or

(ii)sent by email to the address specified in the order form (or to any substitute address as it may have notified to the other party in accordance with this clause)

(b)Any notice will be deemed to have been received:

(i)if delivered by hand, at the time the notice is left at the proper address;

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

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

(c)This clause 15.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.8Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.9Relationship of the parties. Nothing in these Conditions is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

15.10Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by the law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1Subscription Fees

1.Subscription Fees

The Subscription Fees shall amount to a total of £[AMOUNT], based on [[NUMBER] User Subscriptions at £[AMOUNT] per User Subscription] [OTHER UNIT PRICING MODEL].

2.Additional User Subscription Fees

Additional User Subscriptions may be purchased by the Customer in accordance with clause 3 at the amount stated in the Order Form (nil during the beta period) per User Subscription.

Schedule 2Subscription Term

1.Initial Subscription Term: the period stated in the Order Form.