Applicable Laws: all applicable laws, statutes and regulations from time to time in force.
Available Services: the services set out in Schedule 1.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Change Order: a document or other statement in writing setting out changes to the Services which have been agreed by the parties.
Client Data: the data (including any personal data as defined in the Data Protection Legislation) inputted by the Client or by the Supplier on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services.
Client’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Client, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any such items specified in a Statement of Work.
Client Materials: all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Supplier in connection with the Services, including the items provided pursuant to clause 5.1.3.
Data Protection Legislation: all applicable privacy and data protection laws including the Data Protection Act 2018 and the GDPR and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).
Deliverables: the output of the Services to be provided by the Supplier to the Client and which are specified in a Statement of Work.
Effective Date: the date on which this agreement comes into force as stated on the front page of this agreement.
Foreground IPRs: all Intellectual Property Rights in the Deliverables, other than Supplier Background IPRs and which is stated in a Statement of Work.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Licence Fee: the fee payable by the Client for the supply of the SaaS Services, as set out in the relevant Statement of Work.
Reference Charges: the standard charges for the Available Services or the framework for calculating them as set out in Schedule 1.
SaaS Services: the SaaS Services to be provided by the Supplier as set out in the relevant Statement of Work.
Services: any or all (as the context requires) of the Available Services which are provided by the Supplier under a Statement of Work.
Software: the code use of which is licensed by the Supplier as part of the SaaS Services in accordance with this agreement and the relevant Statement of Work.
SoW Charges: the sums payable for the Services as set out in a Statement of Work (including, where the SaaS Services are taken, the Licence Fee and Usage Fee).
Statement of Work: a detailed plan, agreed in accordance with clause 3, describing the services to be provided by the Supplier, the timetable for their performance and the related matters listed in the template statement of work set out in Schedule 2.
Supplier Background IPRs: all Intellectual Property Rights that are owned by or licensed to the Supplier and which are or have been developed independently of this agreement in each case either subsisting in the Deliverables or otherwise necessary or desirable to enable the Client to receive and use the Services.
Supplier’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Supplier to the Client and used directly or indirectly in the supply of the Services, including any such items specified in a Statement of Work but excluding any such items which are the subject of a separate agreement between the parties under which title passes to the Client.
Term: the duration of this agreement as defined in clause 2.1.
Usage Fee: the fee charged in accordance with a relevant Statement of Work, being an amount that is calculated on the basis of the usage of the SaaS Services.
VAT: value added tax chargeable under the Value Added Tax Act 1994.
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If a period of delay or non-performance continues for 6 weeks the party not affected may terminate this agreement by giving 30 days written notice to the affected party.
Subject to clause 7, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
The Client consents to the Supplier using its name and logo for publicity and marketing purposes provided always that any press release in relation to the relationship between the parties shall be agreed between them (each acting reasonably) in advance.
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Big data services
Business intelligence services
Cloud infrastructure architecture
Software as a Service (SaaS)
For consultative or development work, the standard day rate is £1500. For senior consultants, it is £2000.
Date: Licence commences from the receipt of first subscription payment.
Scope of work: To provide an AI assistant, initially with pre-built industry specific use cases, that can grow and develop over time.
Tasks: The client will sign up to a paid subscription of the EBI.AI platform and create a user. The user will then be able to create, manage and improve their AI assistant using the EBI.AI platform. This includes branding, inputting responses and monitoring the usage using the live reporting dashboard. The user can deploy their AI assistant on their customer-facing website allowing their customers the option to interact with the AI assistant.
Access to the EBI.AI AI assistant platform.
An AI assistant deployed in a Messenger chat window web widget.
Content points are used to train the NLP model, craft conversation flows and add content or interfaces for your AI assistant.
Content points can be bought and spent at any time.
The content points needed for ongoing improvement are estimated by the EBI.AI team based on the complexity of the use cases and integrations required by the assistant.
Use cases and integrations will be suggested and content points will be the method used to purchase suggested use cases and integrations.
Monthly licence cost: £1,500 plus VAT
Content points spend: Optional at customers discretion
Additional legal terms
EBI.AI operates on 30-day payment terms. EBI.AI has the right to turn off the assistant if payment terms are not met. Advanced notice will be given where possible.
EBI.AI has the right to refuse domains that the AI assistant appears on.
EBI.AI has the right to overrule content written by the client for the AI assistant for reasons such as offensive languages, racism, homophobia, sexism.
SaaS fee includes a fair usage policy of 250,000 API calls to the core API endpoint per month. API calls over this limit are subject to a £0.02 charge per API call.