Master Services Terms

PLEASE REVIEW THESE TERMS CAREFULLY. BY ENTERING INTO AN ORDER FORM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

Background

These Master Services Terms (“MST”) are between the Company identified in the applicable Order Form (“Company,” “you” or “your”) and Mallowstreet Limited (“Mallowstreet”, “we”, “us”, or “our”), and governs the Company’s access to the artificial intelligence (AI) and machine learning analytical software, and related hosting and other services (collectively the “Services”) made available through SOFI (“the Platform”).

Definitions and interpretation

The definitions and rules of interpretation set out in the schedule shall apply to our Agreement.
In our Agreement:
1. each Order Form entered into by the Company shall form a separate agreement, incorporating the terms of the Master Services Terms together with any Addendums, and any specific Service terms (our Agreement);
2. in the event of any conflict in respect of the provisions of our Agreement and/or the documents referred to in it the following order of priority shall prevail (in descending order of priority):
  1. the Order Form;
  2. the Addendums (including the Privacy and Acceptable Use Policy); and
  3. the Master Services Terms.
3. subject to the order of priority between documents in clause 1.2.2, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
Any obligation of Mallowstreet under our Agreement to comply or ensure compliance with any law shall be limited to compliance only with laws within the Territory as generally applicable to businesses and to providers of software as a service solutions.

Rights of use

Upon Order Acceptance and subject to the terms of our Agreement, Mallowstreet grants the Company a non-exclusive, non-transferable, personal right to:
1. use the Services during Service Hours; and
2. copy and use the Documentation as strictly necessary for its use by Authorised Users of the Services

within the relevant Territory during the Service Period for the Permitted Purpose.

The Company acknowledges that access to the Services may take up to two Business Days from Order Acceptance to initially set up and that use of the Services is at all times subject to the Company's compliance with our Agreement and the requirements identified in our Agreement (including all Minimum System Requirements and quality of Company Content).
The Company acknowledges that the Services do not include:
1. any services, systems or equipment required to access the internet;
2. dedicated data back up or disaster recovery facilities (and the Company should ensure it at all times maintains backups of all Company Content); or
3. legal, accounting or other professional or regulated services.

Authorised Users

The Company shall ensure that only Authorised Users use the Services and that such use is at all times in accordance with our Agreement. The Company shall ensure that Authorised Users are, the employees or contractors of the Company or the Authorised Affiliates.
The Company shall:
1. be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its own;
2. procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Company under our Agreement, including all obligations and restrictions relating to Confidential Information.
The Company shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with the Acceptable Use Policy and all other provisions of our Agreement.
If any password has been provided to an individual who is no longer an Authorised User, the Company shall, without delay, disable any such passwords and notify Mallowstreet immediately.
Clauses 3.2 to 3.4 (inclusive) shall survive termination or expiry of our Agreement.

Indemnity

Mallowstreet will defend, indemnify and hold harmless you, your Affiliates and each of your directors, officers or employees ( the "Company Indemnified Parties") from and against claims, demands, proceedings, regulatory actions, liabilities, losses, causes of action, damages, fines, judgements, and settlements brought by a third party (a "Claim") including reimbursement of all reasonable legal fees and expenses, made or brought against a Company Indemnified Party, to the extent resulting from the Services infringement of a third party Intellectual Property Right, unless caused by the combination, operation of use of the Services with other applications, portions of applications, data, products or services not provided by Mallowstreet where they would not by itself be infringing. If the use of the Services by Company has become, or in Mallowstreet's opinion is likely to become, the subject of any claim of infringement, Mallowstreet may at its option and expense:
1. Procure for the Company the right to continue using and receiving the Services as set forth hereunder;
2. Replace or modify the Services (with comparable functionality); or
3. If the options in clauses 4.1.1 and 4.1.2 are not reasonably practicable, terminate this Agreement in exchange for a refund of, any prepaid Fee for the applicable Order Form Term prorated from the date of termination
The Company shall defend, indemnify and hold harmless Mallowstreet, our Affiliates, directors, officers or employees (the "Mallowstreet Indemnified Parties") from and against any Claim, including reimbursement of all reasonable legal fees and expenses, made or brought against a Mallowstreet Indemnified Party to the extent resulting from:
1. your breach of clauses 3.3 or 9.1, or
2. the combination, operation or use of the Services with other applications, portions of applications data, products or services resulting in the infringement of a third party Intellectual Property Right, where the Services would not by itself be infringing.
Each party will promptly notify the other in writing of any Claim; provided, however, that failure of the indemnified party to give such prompt written notice will not relieve the indemnifying party of any obligation to indemnify pursuant to this Clause 4, except to the extent the indemnifying party has been prejudiced thereby. The indemnifying party will:
1. control the defence of the Claim; and
2. obtain the other party's prior written approval of the indemnifying party's settlement or compromise of a Claim. The indemnifying party will (i) not unreasonably withhold or delay its approval of the request for settlement or compromise; and (ii) assist and cooperate in the defence as reasonably requested by the indemnifying party at the indemnifying party's expense.
3. This clause 4 shall survive the termination of the Agreement.

Support

Support Services shall be available for the Services to the Company for the duration of the Service Period, to the extent and in the manner specified in the Order Form.
Mallowstreet shall use reasonable endeavours to notify the Company in advance of scheduled maintenance but the Company acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.

Changes to services

The Company acknowledges that Mallowstreet shall be entitled to modify the features and functionality of the Services. Mallowstreet shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the Services by Mallowstreet's customer's generally.

Fees

The Company agrees to pay Mallowstreet the Fees stated in the applicable Order Form. The Fees are exclusive of VAT which shall be payable by the Company at the rate and in the manner prescribed by law.
Invoices submitted by Mallowstreet are due thirty (30) days from the date of invoice unless otherwise specified in the applicable Order Form.
Fees payable to Mallowstreet under our Agreement shall be paid into Mallowstreet’s bank account by BACS OR CHAPS or other electronic funds transfer unless otherwise notified by Mallowstreet to the Company in writing in accordance with our Agreement.
Mallowstreet shall have the right to charge interest on overdue invoices at the rate of two (2) per cent per annum above the base rate of Barclays Bank PLC calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.
Mallowstreet reserves the right to update its price list from time to time. Any update of the price list shall be notified to the Company and shall take effect from the commencement of any renewal period.
To the extent our Agreement terminates or expires (other than due to termination by the Company under clause 19.2) the Company shall not be entitled to any refund or discount of Fees paid for any parts of any month during which the Services cease to be provided.

Warranties

Subject to the remainder of this clause 8, Mallowstreet warrants that in delivering the Services to the Company it shall:
1. provide the Services with reasonable care and skill consistent with generally recognised industry standards and practices for similar services, and
2. comply with applicable laws and regulations
The Services may be subject to delays, interruptions, errors or other problems resulting from:
1. use of the internet or public electronic communications networks used by the parties or third parties. The Company acknowledges that such risks are inherent in cloud services and that Mallowstreet shall have no liability for any such delays, interruptions, errors or other problems; and/or
2. failure to satisfy the Company’s responsibilities regarding Company Content in Clause 9.2.
The Company acknowledges that the services are provided using artificial intelligence, automated speech recognition software, captioning or a combination thereof, and therefore may contain errors, with the error rate in any particular deliverable dependent on a number of factors such as the overall quality of the audio, background noise, cross-talk and speaker’s accent. In addition, inaccuracies may occur during the analysis of transcripts (due to language model limitations such as AI Hallucinations) resulting in incorrect information. The Platform and the Services provided under this Agreement, are provided “As is” and to the maximum extent permitted by law, with the exception of the Warranties provided in Clause 8.1 Mallowstreet hereby expressly disclaims any warranty with respect to the quality, accuracy, currency or completeness of the Platform and Services or any data or results obtained through the Platform, or that use of the Platform and the Services will be error free. You acknowledge and agree that you are solely responsible for verifying the accuracy and completeness of all Work Product provided through the Services before taking any action based upon such Work Product.
If there is a breach of any warranty in clause 8.1 Mallowstreet shall at its option: use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not it has first attempted to repair or replace the impacted Service) refund the Fees for the impacted Services which were otherwise payable for the period during which Mallowstreet was in breach of any such warranty (provided such period is no less than 48 hours during Business Days).
The warranties in clause 8.1 are subject to the limitations set out in clause 16 and shall not apply to the extent that any error in the Services arises as a result of:
1. incorrect operation or use of the Services by the Company, any Authorised Affiliate or any Authorised User (including any failure to follow the Documentation or failure to meet Minimum System Requirements);
2. use of the Services other than for the purposes for which it is intended;
3. use of the Services with other software or services or on equipment with which it is incompatible (unless Mallowstreet recommended or required the use of that other software or service or equipment in the Documentation).
4. any act by any third party (including hacking or the introduction of any virus or malicious code) where such act could not have been prevented by reasonable preventative action of Mallowstreet;
5. any modification of the Services (other than that undertaken by Mallowstreet or at its direction); or
6. any breach of our Agreement by the Company (or by any Authorised Affiliate or Authorised User).
The Company acknowledges that no liability or obligation is accepted by Mallowstreet that the Services shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to in the Documentation.

Company's responsibilities

The Company shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
The Company acknowledges and agrees that:
1. The Company is entirely responsible for the accuracy, quality, integrity, legality, reliability, clarity, appropriateness and ownership of video, audio or other materials, information and data uploaded, posted, transmitted by the Company or by Mallowstreet on the Company's behalf ("Company Content");
2. Mallowstreet is not required to pre-screen Company Content, although we may do so at the request of Company; and
3. While Mallowstreet takes commercially reasonable measures to back-up Company Content, the Company is responsible for ensuring the back-up of their Company Content.
Subject to the terms of this Agreement, you grant Mallowstreet a worldwide, royaltyfree, perpetual, non-exclusive license during the Term to sublicense, copy, reproduce, modify, use, perform, display, distribute and create derivative works of and all Company Content as necessary for Mallowstreet to:
1. Provide the Services to you;
2. Perform necessary maintenance, calibration, diagnostic and troubleshooting of the Platform, and to monitor performance of the Platform; and
3. Train and maintain Mallowstreet's artificial intelligence models.
The Company acknowledges and agrees that Mallowstreet may collect, retain, use and disclose information relating to the performance of the Services and statistics and metrics regarding the Services, provided that such information is in an aggregated and anonymised format that does not identify the Company or any individual ("Aggregate Data"). For the avoidance of doubt, Aggregate Data will not be considered Customer Content or Personal Data.

Intellectual property

All Intellectual Property Rights in and to the Services (including in all Applications, Documentation and Materials) belong to and shall remain vested in Mallowstreet or the relevant third party owner. To the extent that the Company, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Applications, Documentation, Materials or any other part of the Services, the Company shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Mallowstreet or such third party as Mallowstreet may elect. The Company shall execute all such documents and do such things as Mallowstreet may consider necessary to give effect to this clause 10.1.
Except as expressly stated in the Order Form, Mallowstreet has no obligation to deliver any copies of any software to the Company in connection with our Agreement or the Services.
The Company and Authorised Users may be able to store or transmit Company Content using the Services which may interact with Company Systems. The Company hereby grants a royalty-free, non-transferable, non-exclusive licence for Mallowstreet (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Company Content and Company Systems to the extent necessary to perform or provide the Services or to exercise or perform Mallowstreet's rights, remedies and obligations under our Agreement.
Mallowstreet may use any feedback and suggestions for improvement relating to the Services provided by the Company, the Authorised Affiliates or any Authorised User without charge or limitation (Feedback). The Company hereby assigns all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Mallowstreet at the time such Feedback is first provided to Mallowstreet.
The Company hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Mallowstreet under our Agreement
Except for the rights expressly granted in our Agreement, the Company, any Authorised User, any Company Affiliate and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the Applications or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of our Agreement.
This clause 10 shall survive the termination or expiry of our Agreement.

Defence against infringement claims

Subject to clauses 11.2 and 11.5, Mallowstreet shall:
1. defend at its own expense any claim brought against the Company by any third party alleging that the Company's use of the Services infringes any copyright, database right or registered trade mark, registered design right or registered patent in the United Kingdom (an IP Claim); and
2. pay, subject to clause 11.3, all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
The provisions of clause 11.1 shall not apply unless the Company:
1. promptly notifies Mallowstreet upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
2. makes no comment or admission and takes no action that may adversely affect Mallowstreet's ability to defend or settle the IP Claim;
3. provides all assistance reasonably required by Mallowstreet subject to Mallowstreet paying the Company's reasonable costs; and
4. gives Mallowstreet sole authority to defend or settle the IP Claim as Mallowstreet considers appropriate.
The provisions of clause 16 shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 11.1.
In the event of any IP Claim Mallowstreet may elect to terminate the Agreement immediately by written notice and promptly refund to the Company on a pro-rata basis for any unused proportion of Fees paid in advance. This clause 11.4 is without prejudice to the Company's rights and remedies under clauses 11.1.
Mallowstreet shall have no liability or obligation under this clause 11 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:
1. any modification of the Services (or any part) without Mallowstreet's express written approval;
2. any Company Content;
3. any Free Services (or any Support Services provided in connection with them);
4. any Open Source Software;
5. any breach of our Agreement by the Company;
6. installation or use of the Services (or any part) otherwise than in accordance with our Agreement and the Documentation; or
7. installation or use of the Services (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by Mallowstreet.
Subject to clause 16.2, the provisions of this clause 11 set out the Company's sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.

Company Systems and Company Content

Company Content shall at all times remain the property of the Company or its licensors.
Except to the extent Mallowstreet has direct obligations under data protection laws, the Company acknowledges that Mallowstreet has no control over any Company Content hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Company Content. The Company shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Company Content and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
If Mallowstreet becomes aware of any allegation that any Company Content may not comply with the Acceptable Use Policy or any other part of our Agreement, Mallowstreet shall have the right to permanently delete or otherwise remove or suspend access to any Company Content which is suspected of being in breach of any of the foregoing from the Services and/or disclose Company Content to law enforcement authorities. Where reasonably practicable and lawful Mallowstreet shall notify the Company before taking such action.
Except as otherwise expressly agreed in our Agreement, Mallowstreet shall not be obliged to provide the Company with any assistance extracting, transferring or recovering any data whether during or after the Service Period. The Company acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Company Content, including as necessary to ensure the continuation of the Company’s and Authorised Affiliates’ businesses. The Company shall, without limitation, ensure that it backs up all Company Content regularly (in accordance with its, its Authorised Affiliates and its Authorised User’s needs) and extracts it from each Service prior to the termination or expiry of our Agreement or the cessation or suspension of any of the Services.
Mallowstreet routinely undertakes regular backups of the Services (which may include Company Content) for its own business continuity purposes. The Company acknowledges that such steps do not in any way make Mallowstreet responsible for ensuring the Company Content does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, Mallowstreet shall not be responsible for any loss of availability of, or corruption or damage to, any Company Content unless resulting from our negligence, fraud or wilful default.

Confidential Information

Each party shall maintain the confidentiality of the other party's Confidential Information and shall not without prior written consent, disclose, copy or modify the other party's Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under our Agreement. Each party undertakes to:
1. disclose the other party's Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under our Agreement;
2. procure that such persons are made aware of and agree in writing to observe the obligations in this clause 13; and
3. be responsible for the acts and omissions of those third parties referred to in this clause 13 as if they were that party's own acts or omissions.
Each party shall give notice to the other of any unauthorised use, disclosure, theft or loss of a party's Confidential Information immediately upon becoming aware of the same.
The provisions of this clause 13 shall not apply to information which:
1. is or comes into the public domain through no fault of a party, its officers, employees, agents or contractors;
2. is lawfully received by a party from a third party free of any obligation of confidence at the time of its disclosure;
3. is independently developed by a party, without access to or use of the other party's Confidential Information; or
4. is required by law, by court or governmental or regulatory order to be disclosed provided that each party, where possible, notifies the other party at the earliest opportunity before making any disclosure.
This clause 13 shall survive the termination or expiry of our Agreement for a period of three years or for as long as the information is confidential in nature and held by a party.

Monitoring compliance

Mallowstreet may monitor, collect, store and use information on the use and performance of the Services (including Company Content) to detect threats or errors to the Services and/or Mallowstreet's operations and for the purposes of the further development and improvement of Mallowstreet's services, provided that such activities at all times comply with the Privacy Policy and Data Protection Addendum.

Relief

To the maximum extent permitted by law, Mallowstreet shall not be liable (under any legal theory, excluding negligence or fraud) for any breach, delay or default in the performance of our Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

Limitation of liability

Notwithstanding anything in this Agreement to the contrary, to the fullest extent permitted by law, in no event will either party be liable to the other party or anyone, whether by breach of contract, breach of warranty, negligence or any other cause of action:
1. for any consequential, incidental, indirect, special or punitive damages of such other person, including, without limitation, loss of future revenue, income or profits, diminution of value, or loss of business reputation or opportunity relating to the breach or alleged breach hereof, whether or not the possibility of such damages has been disclosed to the other party in advance or could reasonably have been foreseen by such other party; or
2. for an amount that exceeds the greater of:
  1. an amount equal to six (6) times the fees payable by you for the use of the services that are subject of the claim, in the first month in which fees are charged under this Agreement, or
  2. the total amount paid or payable by you to Mallowstreet for the Services that are the subject of the claim in the twelve (12) months immediately preceding the event(s) that first gave rise to the claim.
3. subject to the order of priority between documents in clause 1.2.2, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
Notwithstanding any other provision of this Agreement, Mallowstreet’s liability shall not be limited in any way in respect of the following:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. any other losses which cannot be excluded or limited by applicable law.
This clause 16 shall survive the termination or expiry of our Agreement.

Suspension

Mallowstreet may suspend access to the Services (or any part) to all or some of the Authorised Users if:
1. Mallowstreet suspects that there has been any misuse of the Services or breach of our Agreement;
2. the Company fails to pay any sums due to Mallowstreet by the due date for payment; or
3. required by law, by court or governmental or regulatory order.
Where the reason for the suspension is suspected misuse of the Services or breach of our Agreement, without prejudice to its rights under clause 19, Mallowstreet will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
Mallowstreet’s aggregate liability in respect of each individual Free or Trial Service (and all Support Services provided in connection with the same) (howsoever arising under or in connection with our Agreement) shall not exceed the amount equal to the Fees paid for the Trial Service period.
In relation to suspensions under clause 17.1.2, access to the Services will be restored promptly after Mallowstreet receives payment in full and cleared funds.
Fees shall remain payable during any period of suspension notwithstanding that the Company, Authorised Affiliates or some or all of the Authorised Users may not have access to the Services.

Renewals

Unless the Order Form specifies that there shall be no automatic renewals and subject to clause 18.2, on expiry of the Service Period indicated in the Order Form the Service Period shall continue and automatically renew for a further period of twelve months (first Renewal Date) and thereafter renew for a further period of twelve months on each anniversary of the first Renewal Date (each of the first Renewal Date and each such anniversary being a Renewal Date). This Clause 18.1 shall not apply in respect of Free or Trial Services (which shall not renew unless otherwise expressly stated in the Order Form).
If either party wishes for the Service Period to expire on the next Renewal Date, it may cause the Service to expire on that Renewal Date by notice provided such notice is served at least 30 days prior to that Renewal Date. If notice is not served within the timeframes set out in this clause 18.2, the Service shall renew at the next Renewal Date in accordance with clause 18.1.

Term and termination

The Agreement is effective on the effective date of the first Order Form (“Order Form Effective Date”) executed by the Company and Mallowstreet and will remain in effect until terminated in accordance with its terms (the “Term”). An Order Form will automatically renew for successive 12-month periods unless (i) otherwise stated in the Order Form; or (ii) either party provides the other with written notification of intent to terminate at least thirty (30) days before the end of the then-current Order Form Term (the initial term of the Order Form and any subsequent renewal terms, the “Order Form Term”)
Either party may terminate our Agreement immediately at any time by giving notice in writing to the other party if:
1. the other party commits a material breach of our Agreement and such breach is not remediable;
2. the other party commits a material breach of our Agreement which is not remedied within 20 Business Days of receiving written notice of such breach;
3. the other party has failed to pay any amount due under our Agreement on the due date and such amount remains unpaid within 20 Business Days after the other party has received notification that the payment is overdue;
4. the other party becomes insolvent or bankrupt; becomes the subject of proceedings under bankruptcy, insolvency, or debtor relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of an Applicable Law in force for the winding up or liquidation of such party’s business.
Mallowstreet may terminate or suspend the provision of Free or Trial Services (and all related Support Services) at any time by giving 5 Business Days’ notice.
Any breach by the Company of the Acceptable Use Policy or of clauses 3 or 9.1 shall be deemed a material breach of our Agreement which is not remediable.

Consequences of termination

Immediately on termination or expiry of our Agreement (for any reason), the rights granted by Mallowstreet under our Agreement shall terminate and the Company shall (and shall procure that each Authorised User and Authorised Affiliate shall):
1. stop using the Services; and
2. destroy and delete or, if requested by Mallowstreet, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
Upon termination, any unpaid balance under any Order Form will immediately become due and payable provided, however, that if our Agreement is terminated by the Company for Mallowstreet’s uncured material breach under Clause 19.2, Mallowstreet will refund you any prepaid fee for the applicable Order Form Term prorated from the date of termination.
Termination or expiry of our Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of our Agreement that is expressly or by implication intended to continue beyond termination.

Entire agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in our Agreement.
Nothing in this Agreement shall limit or exclude any liability for fraud.

Notices

Any notice or other communication given by a party under our Agreement shall be:
1. in writing and in English;
2. signed by, or on behalf of, the party giving it (except for notices sent by email); and
3. sent to the relevant party at the address set out in clause 22.3.
Notices may be given, and are deemed received:
1. by hand: on receipt of a signature at the time of delivery;
2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
3. by email: on receipt of a delivery OR read receipt email from the correct address.
Notices shall be sent to:
1. in the case of those to Mallowstreet, to Mallowstreet Limited for the attention of the COO at:
  First Floor, 4 Throgmorton Avenue, London EC2 2DL
  management@mallowstreet.com
2. in the case of those to the Company, to any email or physical address or contact details notified on the Order Form (as updated from time to time pursuant to clause 22.4)
Any change to the contact details of a party as set out in clause 22.3 shall be notified to the other party in accordance with clause 22.1 and shall be effective:
1. on the date specified in the notice as being the date of such change; or
2. if no date is so specified, five Business Days after the notice is deemed to be received
This clause does not apply to notices given in legal proceedings or arbitration.

General

Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture between the Parties. Except as expressly provided herein, this Agreement shall not be construed as giving rise to the relationship of principal and agent.
This Agreement sets out the entire agreement and understanding between the Parties with respect to the subject matter described herein.
Save as set out in this clause 23.3, this Agreement may only be varied by agreement in writing. Mallowstreet may vary these Terms on 20 business days’ written notice to the Company where the variation is reasonably necessary to ensure the operation of the Services and/or Mallowstreet complies with applicable law and regulation.
This Agreement is personal to the Parties. Except as provided in this clause 23, neither Party may assign or transfer any of its rights or obligations under this Agreement whether in whole or in part without the prior written consent of the other Party.
If any provision of this Agreement is invalid, the other provisions shall remain in full force and effect.
A person who is not a Party to this Agreement has no right to enforce the provisions of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
This Agreement shall be governed by and construed in all respects in accordance with English laws and the Parties submit to the exclusive jurisdiction of the English courts.

THE SCHEDULE DEFINITIONS AND INTERPRETATION

In our Agreement:

Addendum	means the addendum identifying certain respective rights and obligations of the parties’ in respect of personal data and privacy under our Agreement ( (the Data Protection Addendum);
Affiliate	means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;
AI Hallucination	means false information produced from ostensibly correct artificial intelligence generated materials;
Applications	means the software or applications used by or on behalf of Mallowstreet to provide the Services;
Authorised Affiliates	means, in respect of the Services, the Affiliates of the Company (if any) identified in the Order Form as Authorised Affiliates in respect of the Services;
Authorised Users	means, in respect of the Services, the named users authorised by the Company to use the Services in accordance with the terms of our Agreement;
Business Day	means a day other than a Saturday, Sunday or bank or public holiday in England;
Company	has the meaning given in the relevant Order Form;
Confidential Information	means all information of a confidential nature (whether in oral, written or electronic form) received from the other party or otherwise obtained by such party in connection with the performance of the Agreement relating to the other Party’s business including, without limitation, information relating to the parties technology, know-how, Intellectual Property Rights, assets, finances, strategy, products, Materials and Company Content.
Company Content	means all data (in any form) that is provided to Mallowstreet or uploaded or hosted on any part of the Services by the Company or by any Authorised User (but excluding Feedback as defined in clause 10.4);
Company Systems	means all software and systems used by or on behalf of the Company, the Company’s Affiliates, any of its or their direct or indirect subcontractors, or any Authorised User in connection with the provision or receipt of any of the Services or that the Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly);
Documentation	means the description and the instructions as to how to use the Services made available by Mallowstreet within the Frequently Asked Questions section of the Platform (the FAQs);
Fees	means the Fees together with any other amounts payable to Mallowstreet in the Order Form under our Agreement;
Free or Trial Services	means any Service identified as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis);
Force Majeure	means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under our Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
Intellectual Property Rights	means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;
Materials	means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of Mallowstreet in connection with the Services, but excluding all Company Content;
Minimum System Requirements	means a computer with internet access and a currently supported version of any standard internet browser (e.g. Chrome, Firefox, Safari, Edge but not Internet Explorer)
Open Source Software	means any software subject to a version of the General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of our Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) at the date of our Agreement;
Order Acceptance	means the effective date of the relevant OrderForm;
Order Form	means the electric or physical form (including its schedules, annexes and appendices (if any)) ordering the Services entered into by or on behalf of the Company and Mallowstreet, incorporating these Master Services Terms and our Agreement (and as varied by the parties by agreement in writing from time to time);
Permitted Downtime	means: (a) scheduled maintenance which Mallowstreet shall use reasonable endeavours to undertake weekdays from 12am to 6am, Saturdays from 6am to 12am and Sundays 12am to 11am. (b) emergency maintenance; or (c) downtime caused in whole or part by Force Majeure.
Permitted Purpose	means use solely for the Company’s internal business operations and, in respect of the Services, also for the internal business of operations of the Authorised Affiliates identified in respect of the Services on the Order Form, in each case in accordance with the applicable Documentation and our Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law: (a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Service or Documentation; (b) permitting any use of the Services or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorised Affiliates for the Permitted Purpose)); (c) combining, merging or otherwise permitting the Services (or any part of it or any Application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or (d) vattempting to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Services (or any part), except as expressly permitted under our Agreement.
Policies	means each of the following: (a) Mallowstreet’s policy on acceptable use of the Services (the Acceptable Use Policy); and (b) Mallowstreet’s privacy policy in relation to the Services (the Privacy Policy);
Pricing Terms	means the details of pricing and fees in respect of each part of the Services, as initially provided under the Order Form and updated from time to time in accordance with clause 7.5 or, in respect of any part of the Services for which prices are not expressly agreed on Mallowstreet’s Pricing Terms;
Personal Data	has the meaning given in the Data Protection Addendum;
Relief Event	means: (a) any breach of our Agreement by the Company; or (b) any Force Majeure;
Service Hours	means 24 hours a day, seven days a week excluding Permitted Downtime;
Service Period	means (subject to clauses 19 and 20) in respect of the Services, the duration during which such services are to be provided as initially set out in the Order Form and as varied in accordance with our Agreement;
Territory	means, in respect of the Services, the territory identified in the Order Form;
Support Services	means the support services provided by Mallowstreet to the Company as described in the Service Specific Terms;
Work Product	means the analytics, data and reports created through the Services.

In our Agreement, unless otherwise stated:

the table of contents, background section and the clause, paragraph, schedule or other headings in our Agreement are included for convenience only and shall have no effect on interpretation;

Mallowstreet and the Company are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns.