Terms of Service (UK)
Service Terms for UK Business Customers
Turn It Off Ltd, trading as Messy Works
Company number 14784848, registered in England and Wales. Registered office: 4th Floor, 399-401 Strand, London, WC2R 0LT.
Version 1.2. Effective from 20 August 2026.
Important notice
These Service Terms apply to business customers only. They do not apply to consumers, and by entering into a Work Order the Client confirms that it is acquiring the Services in the course of a business, trade, craft or profession. Nothing in these Service Terms is intended to affect the statutory rights of a consumer.
These Service Terms set out the general framework for our relationship. The commercial and operational detail of what we will actually do, including scope, deliverables, service levels, environments and Charges, is set out in each Work Order.
1. Definitions and interpretation
1.1 Definitions
In these Service Terms, the following words have the following meanings.
“Affiliate” means, in relation to a party, any entity that directly or indirectly controls that party, is controlled by that party, or is under common control with that party, where “control” means holding more than 50% of the voting rights or the ability to direct the management of the entity.
“Agreement” means these Service Terms together with each Work Order agreed under them.
“AI Services” means any part of the Services that involves the configuration, deployment, orchestration or operation of artificial intelligence or machine learning systems, including large language models, agents, automated workflows and any Model Provider Services accessed on the Client’s behalf.
“Applicable Laws” means all laws, statutes, regulations, binding codes of practice and orders of a competent court or regulator that apply to a party’s performance of the Agreement from time to time.
“Background Materials” means any materials, methods, processes, frameworks, templates, prompts and prompt libraries, agent and workflow architectures, evaluation harnesses, test suites, scoring models and rubrics, assessment and gating methodologies, reference implementations, tooling, code, code libraries, configurations, know-how and documentation, in each case (a) owned or developed by us before the relevant Work Order began, (b) developed by us at any time other than specifically for the Client as a Deliverable, or (c) developed by us in the course of a Work Order but which is generic or reusable and not specific to the Client’s business, together with all modifications, improvements, extensions and derivatives of any of them. The Gating Framework is Background Materials.
“Business Day” means any day other than a Saturday, Sunday or public holiday in England.
“Charges” means the fees payable by the Client for the Services, as set out in the relevant Work Order.
“Client” means the entity named as the customer or client in the relevant Work Order. “The Client” and “its” are used throughout these Service Terms to refer to that entity.
“Client Data” means any data, content, documents, records, prompts, inputs or other material that the Client or its Users supply to us, or that we access, receive, process or generate on the Client’s behalf in the course of providing the Services, including Personal Data.
“Client Environment” means any cloud tenancy, account, subscription, network, system or infrastructure owned, licensed or controlled by the Client, on or in relation to which we provide Services.
“Client Materials” means any software, source or object code, models, prompts, agents, workflows, automations, scripts, configurations, integrations, data, documentation or other material that the Client supplies to us, or directs us to use, adopt, host, operate, maintain, extend, review or take over, and that was not created by us under a Work Order. Client Materials include material generated by or with the assistance of an artificial intelligence tool, whether by the Client, its personnel, a contractor or any third party.
“Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and the Data (Use and Access) Act 2025, together with any other data protection or privacy law applicable to a party, in each case as amended, supplemented or replaced from time to time, and including any guidance or statutory code of practice issued by the Information Commissioner that applies to the Processing.
“Data Processing Addendum” means a document agreed under clause 11.9 that records the Article 28 UK GDPR terms, processing particulars, security measures and sub-processor list applying to a Work Order.
“End Client” and “Partner” have the meanings given in clause 16.1.
“Deliverables” means the specific outputs identified as deliverables in a Work Order, including reports, assessments, designs, configurations, workflows, agents, prompts and bespoke code created by us specifically for the Client under that Work Order.
“Force Majeure Event” has the meaning given in clause 12.1.
“Gating Framework” means our proprietary onboarding, assessment, readiness and stage-gate methodology, including its stages, gates, criteria, scoring models, rubrics, weightings, question sets, templates, evaluation harnesses, tooling and documentation, and all modifications, improvements and derivatives of it.
“Good Industry Practice” means the degree of skill, care, diligence and foresight that would reasonably be expected from a skilled and experienced supplier engaged in the same type of activity under the same or similar circumstances.
“Initial Term” and “Renewal Term” have the meanings given in clause 9.2.
“Insolvency Event” means, in relation to a party, that it suspends or ceases to carry on all or a substantial part of its business, is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, enters into any composition or arrangement with its creditors, has an administrator, receiver, administrative receiver or liquidator appointed, or is the subject of a resolution or petition for its winding up (other than a solvent reorganisation).
“Intellectual Property Rights” or “IPR” means patents, rights to inventions, copyright and related rights, trade marks, business names, goodwill, rights in designs, database rights, rights in confidential information and know-how, and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for them, in any part of the world.
“Managed Services” means any Services provided on a continuing or recurring basis, including support, monitoring, maintenance, operation, hosting and administration of a platform or environment.
“Messy Works Platform” means any hosted environment, tooling or infrastructure operated by us or on our behalf and made available to the Client as part of the Services.
“Model Provider Services” means AI model, inference, embedding or related services supplied by a third party, including such services supplied by hyperscale cloud providers and foundation model providers.
“Onboarding and Gating Services” means our structured assessment, scoping, design and readiness process delivered at the start of an engagement, as described in the relevant Work Order.
“Personal Data”, “Controller”, “Processor”, “Data Subject”, “Processing” and “Personal Data Breach” have the meanings given to them in the Data Protection Legislation.
“Services” means the services we agree to provide under a Work Order, which may include Onboarding and Gating Services, Managed Services, AI Services, Third-Party Services and any other services described in that Work Order.
“Service Levels” means any availability targets, response times, resolution times or other performance measures set out in a Work Order.
“Service Credits” means any credits against Charges payable by us for failure to meet a Service Level, where and to the extent expressly set out in a Work Order.
“Supplier” / “we” / “us” / “our” means Turn It Off Ltd, trading as Messy Works, company number 14784848.
“Supplier Personnel” means our employees, officers, agents, consultants and permitted subcontractors engaged in providing the Services.
“Third-Party Services” means any product or service supplied by a third party that we procure, resell, configure, manage or make available to the Client as part of the Services, including cloud infrastructure, Model Provider Services, software licences, subscriptions and support.
“Users” means the Client’s employees, contractors, agents and any other individuals the Client permits to access or use the Services.
“Work Order” means a document, in any format the parties agree, that describes Services to be provided and is signed or otherwise expressly accepted in writing by both parties. A statement of work, order form, proposal acceptance or service schedule may each be a Work Order.
1.2 Interpretation
1.2.1 Clause headings are for convenience only and do not affect interpretation.
1.2.2 A reference to a statute or statutory provision includes any subordinate legislation made under it and any amendment, extension or re-enactment of it.
1.2.3 “Including”, “in particular” and similar expressions are illustrative and do not limit the words that precede them.
1.2.4 Words in the singular include the plural and vice versa.
1.2.5 A reference to writing includes email, but does not include instant messaging where the relevant clause requires notice.
1.3 Language
If these Service Terms are translated into any other language, the English language version prevails in the event of any inconsistency.
1.4 Authority
Each party warrants that it has full power and authority to enter into and perform the Agreement, and that the individual accepting a Work Order on its behalf is authorised to do so.
2. Structure of the Agreement and Work Orders
2.1 No Work Order is binding until it has been signed or expressly accepted in writing by an authorised representative of each party.
2.2 Each Work Order forms a separate contract between the parties, incorporating these Service Terms. Termination of one Work Order does not of itself terminate any other Work Order or these Service Terms.
2.3 A Work Order may not be varied except in accordance with clause 15.7.
2.4 Where there is a conflict between these Service Terms and a Work Order, the Work Order prevails, but only in respect of the specific Services covered by that Work Order and only where the Work Order expressly states that it is varying a numbered clause of these Service Terms.
2.5 We are not bound by any purchase order, supplier portal terms, standard purchasing conditions or other document the Client issues, even if we acknowledge receipt of it or reference its number on an invoice. Any such terms are expressly excluded.
3. Third-Party Services, platforms and Client Materials
3.1 Where the Services involve Third-Party Services, the Client’s use of those Third-Party Services is subject to the relevant third party’s own terms, acceptable use policies, service level agreements and privacy terms. We will make those terms available to the Client or say where to find them, and by instructing us to procure or configure a Third-Party Service the Client agrees to comply with them.
3.2 We do not control and are not responsible for the design, availability, performance, pricing, security or continued existence of any Third-Party Service. Our obligations in relation to Third-Party Services are to procure, configure, monitor and administer them with reasonable skill and care in accordance with the relevant Work Order.
3.3 We give no warranty or service level commitment in respect of any Third-Party Service beyond what the relevant third party gives to us and is capable of being passed on. Where a third party owes us a remedy in respect of a failure that affects the Client, we will use reasonable endeavours to claim that remedy and pass its benefit on to the Client.
3.4 Services on the Messy Works Platform. Where a Work Order provides for Services delivered on the Messy Works Platform, we are responsible for the operation and administration of that platform in accordance with the Work Order. Any Service Levels applying to the Messy Works Platform are those set out in the Work Order, and no others apply.
3.5 Services in the Client Environment. Where a Work Order provides for Services delivered in or wrapped around a Client Environment:
3.5.1 the Client remains the account owner and the contracting party with the relevant cloud, software or model provider, and remains responsible for the charges those providers levy, unless the Work Order states that we procure the Third-Party Service on the Client’s behalf;
3.5.2 the Client is responsible for ensuring its subscriptions, licences, entitlements, quotas and commercial arrangements with those providers are sufficient for the Services to be provided, and for renewing them;
3.5.3 the Client will grant and maintain the access, roles, permissions and credentials we reasonably require, and acknowledges that we cannot be responsible for a failure or delay caused by access being withheld, revoked or insufficiently privileged; and
3.5.4 we are not responsible for any part of the Client Environment that is outside the scope of the Work Order, or for any change made to it by the Client or a third party without our agreement.
3.6 Model Provider Services. Where the Services involve Model Provider Services, the Client acknowledges that model providers change, deprecate, retire, rate-limit and re-price their models and services, sometimes at short notice and sometimes without notice. Where such a change materially affects the Services or our costs, we will notify the Client and the parties will each act reasonably to agree a variation under clause 15.7. Clause 6.7 applies to the resulting cost changes.
3.7 The Client is responsible for ensuring that its hardware, software, networks, browsers and connectivity are compatible with the Services. We will set out the requirements we are aware of on request.
3.8 Where we resell a Third-Party Service, we do so as principal unless the Work Order states otherwise, and the resold service is treated as part of the Services for the purposes of Charges but remains subject to this clause 3 for the purposes of liability and warranty.
Client Materials, including AI-generated code
3.9 Clauses 3.10 to 3.16 apply wherever the Services involve Client Materials, including where we are asked to review, assess, gate, adopt, host, operate, support, maintain, extend or integrate with software, agents, prompts, workflows or code that the Client or a third party created, or that was generated by or with the assistance of an artificial intelligence tool. The purpose of these clauses is to set out clearly which of us carries which risk, so that both parties can price and plan the engagement on the same understanding.
3.10 The Client warrants that:
3.10.1 it owns, or has all necessary rights, licences and consents in, the Client Materials to allow us to do everything the Work Order requires us to do with them;
3.10.2 supplying them to us, and our use of them for the purposes of the Services, does not breach any third-party licence, terms of service, acceptable use policy or confidentiality obligation; and
3.10.3 it has shared with us what it knows about how the Client Materials were produced, what they depend on, and any defect, vulnerability, limitation, restriction or unresolved issue affecting them. The Client is not expected to know everything about material it did not write, and this warranty is limited to what the Client actually knows or ought reasonably to know.
3.11 What we are responsible for. We are responsible for performing the Services in relation to the Client Materials, including any review, assessment, gating, remediation, hosting, operation or support we have agreed to carry out, with reasonable skill and care and in accordance with Good Industry Practice. Where we fail to meet that standard, we will put it right, and clause 13 governs our liability for doing so. Nothing in clauses 3.12 to 3.16 reduces that obligation.
3.12 What remains with the Client. We did not create the Client Materials, and taking them on does not transfer responsibility for their underlying condition to us. Except to the extent that a loss is caused by our failure to meet the standard in clause 3.11, responsibility remains with the Client for:
3.12.1 the design, architecture, quality, security, performance, scalability, maintainability and fitness for purpose of the Client Materials as they stand when we receive them;
3.12.2 any defect, error, security vulnerability, insecure or outdated dependency, licensing defect or undisclosed third-party or open source component within the Client Materials, other than one that a review we agreed to carry out should reasonably have identified;
3.12.3 the Client Materials behaving otherwise than the Client expected, where that behaviour cannot reasonably be predicted or explained from the materials and information available to us, including where they were generated by or with the assistance of an artificial intelligence tool;
3.12.4 any infringement of a third party’s Intellectual Property Rights, or breach of a third-party licence, by the Client Materials, including where an artificial intelligence tool reproduced third-party material in generating them; and
3.12.5 a decision to retain, build on, extend or deploy the Client Materials rather than rebuild or replace them, where we have set out the risks of that course in writing.
3.13 What a review or gate does and does not tell you. Where a Work Order includes a review, assessment or gating exercise, we will carry it out using reasonable skill and care, to the scope and by the method the Work Order sets out. So that both parties hold the same expectations of the result:
3.13.1 it covers what the Work Order says it covers, using the method and over the period the Work Order describes;
3.13.2 it reflects the Client Materials and the information available to us at the time we carry it out. If something material changes, or comes to light afterwards, the Client should tell us and we will advise whether the result needs revisiting;
3.13.3 passing a gate means the Client Materials met the criteria they were assessed against. It is not a warranty that they are free from defect, secure, or fit for a purpose we were not asked to consider; and
3.13.4 unless the Work Order expressly provides for it, a review is not a penetration test, a line-by-line code audit, a licence compliance audit, or a legal or regulatory opinion. Where we think the Client needs one of those, we will say so.
3.14 If we identify a defect, risk or limitation in the Client Materials, we will tell the Client. Remediation is not included in the Services unless the Work Order says so. Where the Client asks us to remediate, we will do so as a variation under clause 15.7. If the Client decides not to act on a remediation we have recommended in writing, clause 13.10 applies.
3.15 Where the Client Materials are, or become, incapable of being supported, operated or extended to the standard a Work Order assumes, we will tell the Client promptly and the parties will each act in good faith to agree a variation. If no variation is agreed within thirty (30) days of our notice, either party may terminate the affected Work Order on thirty (30) days’ written notice, without further liability other than for Charges accrued and amounts due under clause 10.2.
3.16 The Client will indemnify us against all losses, damages, costs and expenses (including reasonable legal fees) we reasonably incur as a result of a third-party claim that the Client Materials, or our use of them in accordance with the Agreement, infringe that third party’s Intellectual Property Rights or breach a third-party licence. This indemnity does not apply to the extent the claim arises from our failure to meet the standard in clause 3.11, or from our use of the Client Materials otherwise than in accordance with the Agreement. Clause 7.10 applies to the conduct of any such claim.
4. Our obligations
4.1 We will provide the Services in accordance with the relevant Work Order, using reasonable skill and care and in accordance with Good Industry Practice.
4.2 We will comply with Applicable Laws in performing the Services, and will obtain and maintain the licences, consents, permissions and registrations we require to perform them.
4.3 We will ensure that Supplier Personnel have the skills, qualifications, training and experience reasonably required for the tasks assigned to them, and are subject to written obligations of confidentiality no less protective than clause 14.
4.4 We will take reasonable steps to avoid introducing a fault, defect, vulnerability or malicious code into the Messy Works Platform or the Client Environment, and will use commercially available and regularly updated anti-malware and vulnerability management measures.
4.5 We may use subcontractors to perform any part of the Services in accordance with clause 15.3, and we remain responsible to the Client for their acts and omissions in connection with the Services.
4.6 We may make changes to the way we deliver the Services, including changes to our tooling, hosting arrangements and subcontractors, provided that the change does not materially reduce the functionality, security or Service Levels of the Services.
4.7 Any Service Levels are set out in the relevant Work Order. Where a Work Order provides for Service Credits, clause 13.6 applies.
5. The Client’s obligations
5.1 The Client will:
5.1.1 co-operate with us in all matters relating to the Services, and provide the information, decisions, approvals, sign-offs and access we reasonably request, promptly and in a usable form;
5.1.2 provide us with safe access to its premises, systems, data, environments, tooling and personnel to the extent reasonably required for the Services;
5.1.3 nominate at least one individual with authority to make decisions and give instructions on its behalf, and tell us promptly if that changes;
5.1.4 comply with Applicable Laws in its receipt and use of the Services;
5.1.5 ensure that all Client Data it supplies is accurate and complete in all material respects, and that it has the right to supply it to us for the purposes of the Services;
5.1.6 obtain and maintain all licences, consents, permissions and third-party approvals required for us to perform the Services, including any consent required from a licensor of its existing software or a provider of its existing cloud services; and
5.1.7 be responsible for the acts and omissions of its Users as if they were its own.
5.2 Acceptable use. The Client will not, and will ensure that its Users do not, use the Services or any output of the Services:
5.2.1 in breach of Applicable Laws, or of any third party’s rights, including Intellectual Property Rights and privacy rights;
5.2.2 to store, transmit or process material that is unlawful, defamatory, harassing, or that infringes a third party’s rights;
5.2.3 to attempt to gain unauthorised access to any system, to circumvent any security or usage control, or to conduct any penetration test or security assessment of the Messy Works Platform without our prior written consent;
5.2.4 in breach of the acceptable use policy of any Third-Party Service or Model Provider Service, including restrictions on high-risk, prohibited or regulated use cases;
5.2.5 to make a significant decision about an individual based entirely or partly on automated processing, or to deploy an AI Service in a safety-critical, medical, legal, financial-advice or employment-decision context, unless the Work Order expressly provides for that use case and records the controls that will apply, including the safeguards required by Articles 22A to 22D of the UK GDPR where those Articles apply; or
5.2.6 to develop a product or service that competes with the Services, or to benchmark the Services for publication, without our prior written consent.
5.3 Delay or failure caused by the Client. If our performance is prevented or delayed by the Client’s act or omission, including a failure to comply with clause 5.1 or a delay in giving a decision or approval:
5.3.1 we may suspend performance of the affected part of the Services until the issue is resolved, and we will not be liable for any resulting delay, cost or loss;
5.3.2 any affected dates, milestones or Service Levels are extended by a reasonable period; and
5.3.3 the Client will reimburse our reasonable additional costs, including standing costs and re-mobilisation costs, incurred as a result, provided we notify the Client of those costs before incurring them where it is practicable to do so.
5.4 Non-solicitation (mutual). During the term of a Work Order and for six (6) months after it ends, neither party will, without the other’s prior written consent, solicit or engage any individual who has been materially involved in providing or receiving the Services on the other party’s behalf, whether as an employee, worker, consultant or contractor, and whether directly or through any agency or intermediary. This does not prevent either party from engaging someone who responds to a bona fide public recruitment advertisement that is not specifically targeted at the other party’s personnel. If a party breaches this clause, it will pay the other, as a genuine pre-estimate of the recruitment and replacement costs incurred, a fee equal to twenty per cent (20%) of the individual’s gross annual salary or, where the individual was engaged on a contract basis, twenty-five per cent (25%) of the fees invoiced in respect of that individual over the preceding twelve (12) months.
6. Charges and payment
6.1 The Client will pay the Charges set out in each Work Order. Unless a Work Order states otherwise, recurring Charges for Managed Services are invoiced and paid in one of the following ways, as the Work Order specifies:
6.1.1 quarterly in advance, invoiced at the start of each quarter of the Initial Term or Renewal Term; or
6.1.2 monthly in advance by direct debit, invoiced at the start of each month and collected under a direct debit mandate the Client puts in place before the Services begin and maintains for the term of the Work Order.
6.1.3 Charges for project work, and work charged on a time-and-materials basis, are invoiced monthly in arrears.
6.1.4 If a direct debit mandate is cancelled, lapses, or a collection fails other than through our error, we may on written notice move the Client to quarterly payment in advance under clause 6.1.1 for the remainder of the then-current Initial Term or Renewal Term.
6.2 Invoices under clauses 6.1.1 and 6.1.3 are payable in full and in cleared funds within fourteen (14) days of the date of invoice, by bank transfer to the account we specify, in pounds sterling. Sums due under clause 6.1.2 are collected by direct debit on or after the tenth (10th) Business Day following the date of invoice.
6.3 All Charges are exclusive of VAT and any other applicable sales, use or withholding tax, which the Client will pay in addition at the prevailing rate on receipt of a valid invoice. If the Client is required to withhold tax from a payment, it will gross up the payment so that we receive the amount we would have received had no withholding applied.
6.4 Unless the Work Order says otherwise, the Client will reimburse our reasonable, pre-approved expenses properly incurred in providing the Services, including travel, accommodation and third-party costs, on production of receipts.
6.5 Late payment. If the Client fails to pay any undisputed sum by its due date:
6.5.1 interest accrues daily on the overdue amount at four per cent (4%) per annum above the Bank of England base rate from time to time, from the due date until payment, whether before or after judgment. We reserve our right to claim statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 instead of, but not in addition to, interest under this clause;
6.5.2 we may, on giving not less than ten (10) Business Days’ written notice and a reasonable opportunity to pay, suspend all or part of the Services until payment is received in full. Suspension under this clause does not relieve the Client of the obligation to pay Charges for the period of suspension, does not count as a failure to meet a Service Level, and does not entitle the Client to Service Credits; and
6.5.3 the Client will reimburse our reasonable costs of recovering the debt.
6.6 Disputed invoices. If the Client disputes an invoice in good faith, it will notify us in writing within fifteen (15) Business Days of the invoice date, setting out the grounds, and will pay the undisputed portion by the due date. The parties will seek to resolve the dispute promptly under clause 15.10. Interest does not accrue on a genuinely disputed amount while the dispute is being resolved in good faith.
6.7 Changes to Charges.
6.7.1 We may increase the Charges under a Work Order once in each twelve (12) month period, by no more than the greater of (a) the annual percentage increase in the Consumer Prices Index including owner occupiers’ housing costs (CPIH) most recently published before the notice, and (b) four per cent (4%). We will give not less than sixty (60) days’ written notice of an increase, except that where the increase is to take effect at or after the start of a Renewal Term, we will give not less than ninety (90) days’ written notice, so that the Client receives it before the deadline for serving notice of non-renewal under clause 9.3.1.
6.7.2 Where a supplier of a Third-Party Service increases its charges, changes its pricing model, changes its licensing metric, or imposes a new or increased fee, levy or tax, we may pass that increase on with effect from the date it takes effect for us, on giving written notice as soon as reasonably practicable. We will pass on the increase only to the extent it applies to the Services provided to the Client.
6.7.3 Where a Work Order prices Services on the basis of assumed volumes, environments, users, tickets, tokens, requests or similar units, and actual usage exceeds the assumption, we may charge for the excess at the rates set out in the Work Order or, if none, at our then-current standard rates. We will notify the Client when we become aware that usage is materially exceeding the assumption.
6.7.4 If the Client increases the scope of the Services, the Charges will be varied by agreement under clause 15.7.
6.8 All amounts payable by the Client are payable in full without set-off, counterclaim, deduction or withholding, except as required by law.
7. Intellectual Property Rights
7.1 Nothing in the Agreement transfers ownership of any Intellectual Property Rights except as expressly stated in this clause 7.
7.2 The Client’s material. The Client owns, and retains ownership of, all Intellectual Property Rights in the Client Data and in any material it supplies to us. The Client grants us, and our subcontractors and Third-Party Service providers to the extent necessary, a non-exclusive, royalty-free licence to use, copy, store, transmit, adapt and process that material for the term of the relevant Work Order, to the extent required to provide the Services and to comply with Applicable Laws.
7.3 Our material.
7.3.1 We own, and retain ownership of, all Intellectual Property Rights in the Background Materials, the Gating Framework, the Messy Works Platform and all methods, techniques, processes, tools, know-how and skills we use or develop in providing the Services.
7.3.2 Clause 7.3.1 applies regardless of whether the Background Materials or the Gating Framework were used, applied, adapted, configured, populated or improved in the course of a Work Order, regardless of whether the Charges paid funded that work, regardless of whether the work was carried out on the Client’s premises or in the Client Environment, and however a Work Order, proposal, report or Deliverable describes them.
7.3.3 Improvements. All modifications, improvements, extensions, generalisations and derivatives of the Background Materials, the Gating Framework and the Messy Works Platform vest in us on creation, whether created by us, by the Client, or jointly, and whether created in the course of a Work Order or otherwise. To the extent any such right vests in the Client, the Client assigns it to us with full title guarantee, and will do anything we reasonably request, at our cost, to give effect to this clause.
7.3.4 Nothing in the Agreement restricts our ability to provide the same or similar services to any other customer, or to use the general knowledge, experience and skills acquired in providing the Services, provided that we do not use or disclose the Client’s Confidential Information or Client Data in doing so.
7.4 Deliverables. Subject to clauses 7.3 and 7.5, and to our receipt in full of all Charges due under the relevant Work Order, we assign to the Client with full title guarantee all Intellectual Property Rights we own in the Deliverables created specifically for the Client under that Work Order. Background Materials and the Gating Framework are excluded from this assignment and are never assigned, whether or not they are embedded in, delivered with, or necessary to operate a Deliverable. The assignment takes effect on payment in full and, until then, the Client has a revocable, non-transferable licence to use the Deliverables for its internal business purposes only.
7.5 Embedded Background Materials and the Gating Framework.
7.5.1 Where a Deliverable incorporates, embeds, depends on or requires Background Materials or the Gating Framework, we grant the Client a perpetual, irrevocable, worldwide, non-exclusive, non-transferable, royalty-free licence to use, copy and modify them solely to the extent required to use, operate and support that Deliverable for its internal business purposes. The licence includes the right to sub-licence to the Client’s Affiliates, and to a third party providing services to the Client, in each case on terms no less protective than this clause 7.5 and solely for the Client’s benefit.
7.5.2 Except as clause 16.8 provides where a Work Order designates the Client as a Partner, the licence in clause 7.5.1 does not permit the Client, its Affiliates, its Users or anyone acting for it to:
(a) use the Background Materials or the Gating Framework separately from, or for any purpose other than operating, the Deliverable they were supplied with;
(b) sell, resell, distribute, licence, publish, or otherwise make them available to any third party as a product, service, methodology or tool in its own right;
(c) use them to provide services to any third party, or to operate a shared or managed service for anyone other than the Client and its Affiliates;
(d) use them to create, train, develop, market or operate any product, service or methodology that competes with the Services;
(e) reverse engineer, decompile, disassemble, or attempt to derive or reconstruct the underlying methodology, criteria, scoring, weightings or rubrics of the Gating Framework, except to the extent such an act cannot lawfully be prohibited; or
(f) remove, obscure or alter any proprietary or confidentiality notice.
7.5.3 The framework is ours, the output is the Client’s. The Gating Framework, and every assessment methodology, gate, criterion, question set, rubric, scoring model, weighting and evaluation harness forming part of it, is our Confidential Information for the purposes of clause 14, whether or not marked as such. The reports, scores, findings, recommendations and other outputs produced for the Client by applying the Gating Framework to its business belong to the Client, which may use, copy and disclose them internally and to its professional advisers without restriction. Receiving those outputs gives the Client no right in, and no licence to operate, replicate or disclose, the framework that produced them.
7.6 Open source and third-party components. Deliverables may incorporate open source or third-party components. Where they do, the Client’s use of those components is governed by their own licence terms, and we will identify the material components and their licences on request. We give no warranty or indemnity in respect of them beyond clause 7.8.
7.7 AI outputs. Where an AI Service generates output for the Client, we make no claim to ownership of that output as between us and the Client, and we will not assert Intellectual Property Rights in it against the Client. The Client acknowledges that:
7.7.1 the legal status of Intellectual Property Rights in AI-generated material is unsettled in the UK and elsewhere, and we do not warrant that any output is capable of protection, is original, or does not resemble material generated for another party;
7.7.2 the terms of the relevant Model Provider Service govern ownership and permitted use of output as between the Client and that provider; and
7.7.3 the Client is responsible for reviewing output before relying on it, in accordance with clause 8.
7.8 IPR indemnity. Each party (the “Indemnifying Party”) indemnifies the other against all losses, damages, costs and expenses (including reasonable legal fees) awarded against or reasonably incurred by the other as a result of a third-party claim that the other’s use of material supplied by the Indemnifying Party, in accordance with the Agreement, infringes that third party’s Intellectual Property Rights. For us, the material indemnified is the Deliverables and the Messy Works Platform. For the Client, the material indemnified is the Client Data and any material it supplies to us.
7.9 The indemnity in clause 7.8 does not apply to a claim arising from:
7.9.1 use of the material other than in accordance with the Agreement;
7.9.2 modification of the material by anyone other than the Indemnifying Party or a person acting on its instructions;
7.9.3 combination of the material with anything not supplied or approved by the Indemnifying Party, where the claim would not have arisen but for that combination;
7.9.4 the output of any AI Service or Model Provider Service, or the Third-Party Services themselves;
7.9.5 the Indemnifying Party’s compliance with a specification or instruction given by the other party; or
7.9.6 the Client Materials, or the combination of a Deliverable with Client Materials, in respect of which clause 3.16 applies instead.
7.10 The indemnified party will notify the Indemnifying Party promptly of any claim, will not admit liability or settle without the Indemnifying Party’s written consent, and will give the Indemnifying Party sole control of the defence and settlement, together with reasonable assistance at the Indemnifying Party’s cost.
7.11 If a claim under clause 7.8 arises in respect of material we supplied, we may at our option procure the right for the Client to continue using the material, modify or replace it so that it is non-infringing while remaining materially equivalent in function, or, if neither is achievable on commercially reasonable terms, terminate the affected Work Order and refund the Charges paid for the affected material or, for Managed Services, the Charges paid for the unexpired period.
7.12 Cap on the IPR indemnity. Each party’s total aggregate liability under clause 7.8 is limited to the Contract Value as defined in clause 13.3, and liability under clause 7.8 counts towards the cap in clause 13.3 rather than being additional to it.
8. AI Services: nature, limits and human oversight
8.1 We will apply reasonable skill and care in designing, configuring, testing and evaluating the AI Services, and any accuracy, quality or evaluation thresholds we commit to are set out in the relevant Work Order and apply as stated there, on the data and in the conditions specified.
8.2 Within those limits, the Client acknowledges and agrees that AI Services are probabilistic. They can produce output that is inaccurate, incomplete, outdated, biased, internally inconsistent or fabricated, and they can behave differently on identical inputs. This is a characteristic of the underlying technology and not, of itself, a defect in the Services.
8.3 Except as set out in clause 8.1, we do not warrant that any output of an AI Service will be accurate, complete, fit for a particular purpose, or free from bias or error.
8.4 The Client is responsible for deciding whether and how to rely on any output, for maintaining meaningful human review proportionate to the risk of the use case, and for the consequences of any decision it takes on the basis of an output. Where a Work Order specifies human review, approval gates or escalation steps, the Client will operate them.
8.5 The Services are not, and are not a substitute for, legal, financial, tax, medical, regulatory or other professional advice.
8.6 We will not use Client Data to train, fine-tune or improve any general-purpose or foundation model, and we will not permit a Model Provider to do so, unless the Client has expressly agreed in writing. Where a Work Order provides for a model fine-tuned on Client Data for the Client’s exclusive use, the Work Order will say so and will record how the resulting model and weights are handled at the end of the engagement.
8.7 The Client will tell us if the Services are to be used in a context that is regulated, safety-related, or subject to sector-specific rules, before that use begins, so that we can agree the appropriate controls. Clause 5.2.5 applies.
9. Term and termination
9.1 These Service Terms take effect on the date the first Work Order is agreed and continue until terminated in accordance with this clause 9.
9.2 Term and renewal. Each Work Order takes effect on the date stated in it and continues for the term stated in it (the “Initial Term”). At the end of the Initial Term, and at the end of each subsequent renewal period, the Work Order automatically renews for a further period equal to the Initial Term, or twelve (12) months where the Initial Term is longer than twelve months (each a “Renewal Term”), unless notice has been given under clause 9.3.1. Where a Work Order states no Initial Term, it continues until terminated by either party on not less than sixty (60) days’ written notice given at any time.
9.3 No termination for convenience during a term.
9.3.1 Neither party may terminate a Work Order for convenience during the Initial Term or during any Renewal Term. Either party may prevent a Work Order from renewing by giving the other not less than sixty (60) days’ written notice before the end of the then-current Initial Term or Renewal Term, in which case the Work Order ends on the last day of that term. Notice given later than that does not prevent renewal, and instead takes effect at the end of the next Renewal Term.
9.3.2 Clause 9.3.1 does not affect either party’s rights under clauses 9.4, 9.5, 9.6 or 3.15, or the Client’s rights under clause 12.3.
9.3.3 Either party may terminate these Service Terms by giving sixty (60) days’ written notice, but such termination does not affect any Work Order in force at the date of the notice, and these Service Terms continue to apply to that Work Order until it ends.
9.4 Termination for cause. Either party may terminate a Work Order, or these Service Terms and all Work Orders, immediately on written notice if the other party:
9.4.1 commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of written notice specifying the breach and requiring it to be remedied;
9.4.2 commits a series of breaches which, taken together, amount to a material breach; or
9.4.3 suffers an Insolvency Event.
9.5 We may also terminate a Work Order, or suspend the Services under it, immediately on written notice if:
9.5.1 the Client fails to pay an undisputed invoice within thirty (30) days of a written reminder given after the due date;
9.5.2 the Client breaches clause 5.2 (acceptable use) in a way that is material, or that exposes us or a Third-Party Service provider to legal liability, regulatory action or termination of our own supplier arrangements; or
9.5.3 a Third-Party Service that is essential to the Services is withdrawn, terminated or materially changed by its provider and no reasonable alternative is available, in which case we will give as much notice as the circumstances allow and will refund any Charges paid in advance for Services not provided.
9.6 The Client may terminate a Work Order on fourteen (14) days’ written notice where a Force Majeure Event has the effect described in clause 12.3.
9.7 Termination of a Work Order does not affect any other Work Order unless the notice says so and the other party agrees, or unless the ground for termination is one under clause 9.4.
9.8 Termination does not affect any right, remedy, obligation or liability that has accrued as at the date of termination.
9.9 Clauses that expressly or by implication are intended to survive termination do so, including clauses 1, 3.10 to 3.16, 6 (in respect of sums accrued), 7, 8, 10, 11, 13, 14, 15 and 16.
10. Consequences of termination
10.1 On termination or expiry of a Work Order, we will stop providing the Services under it on the effective date, unless the parties agree exit or transition services under clause 10.4.
10.2 On termination or expiry, the Client will pay us, within fourteen (14) days of invoice:
10.2.1 all Charges for Services provided up to the effective date, including work in progress on a time-and-materials basis where the Work Order is not priced on a fixed-fee milestone basis;
10.2.2 all Charges for the remainder of the then-current Initial Term or Renewal Term, where we have terminated under clause 9.4 or 9.5, or where the Client has purported to terminate for convenience in breach of clause 9.3.1 and we have accepted that repudiation;
10.2.3 any non-cancellable third-party costs, licence, subscription, commitment or reserved-capacity charges we have properly incurred for the purpose of providing the Services, and any early termination fee a Third-Party Service provider charges us, provided that we will use reasonable endeavours to mitigate and, where practicable, to novate or transfer the arrangement to the Client instead; and
10.2.4 our reasonable costs of demobilisation, where these are set out in the Work Order.
10.3 We will refund any Charges paid in advance for Services not provided, where the termination is by the Client under clause 9.4 or 9.6, or by us under clause 9.5.3.
10.4 Exit and transition. If the Client requests it in writing before the effective date of termination, we will provide reasonable exit assistance, including knowledge transfer, documentation of configurations, and co-operation with an incoming supplier, on the terms set out in the Work Order or, if none, on a time-and-materials basis at our then-current standard rates and subject to payment in advance where reasonable. We are not obliged to provide exit assistance while any undisputed sum is overdue.
10.5 Return of material. Each party will, at the other’s written request and within thirty (30) days, return or securely destroy the other’s Confidential Information and equipment in its possession, and confirm in writing that it has done so, except where retention is required by Applicable Laws or by a professional obligation, or where the material is held in a routine backup that is not readily separable and will be deleted in the ordinary course. Clause 11.6 governs Personal Data specifically.
10.6 Client Data on exit. We will make Client Data held in the Messy Works Platform available for export in a commonly used machine-readable format for a period of thirty (30) days after the effective date of termination, after which we may delete it. If the Client needs a longer period or a bespoke extract, we will provide it as exit assistance under clause 10.4.
10.7 Both parties will co-operate in good faith to achieve an orderly wind-down of the Services, including the return of access credentials, removal of our access to the Client Environment, and the release of any licences held on the Client’s behalf.
11. Data protection
11.1 Each party will comply with the Data Protection Legislation in connection with the Agreement. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
11.2 The parties acknowledge that, for the purposes of the Data Protection Legislation and in respect of Personal Data contained in Client Data, the Client is the Controller and we are the Processor. Each party is an independent Controller in respect of the business contact details of the other party’s personnel, which each processes for the purposes of managing the relationship.
11.3 The subject matter, duration, nature and purpose of the Processing, the types of Personal Data and the categories of Data Subject are set out in the relevant Work Order or in a data processing schedule to it. If a Work Order involves the Processing of Personal Data and does not contain that detail, the parties will agree it in writing before the Processing begins.
11.4 We will:
11.4.1 Process Personal Data only on the Client’s documented instructions, including as set out in the Work Order, unless required to do otherwise by Applicable Laws, in which case we will inform the Client before Processing unless the law prohibits us from doing so;
11.4.2 implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the Processing;
11.4.3 ensure that Supplier Personnel who have access to Personal Data are subject to a duty of confidence, receive appropriate data protection training, and have access only on a need-to-know basis;
11.4.4 not engage a sub-processor without the Client’s general or specific written authorisation. The Client authorises our use of the sub-processors listed in the Work Order or notified to it, and we will give at least thirty (30) days’ notice of any intended addition or replacement, during which the Client may object on reasonable data protection grounds. If the Client objects and we cannot provide the Services without that sub-processor, either party may terminate the affected Work Order on notice, without liability other than for Charges accrued. We will impose data protection obligations on each sub-processor that are no less protective than those in this clause 11, and we remain liable to the Client for the sub-processor’s performance;
11.4.5 not transfer Personal Data outside the United Kingdom unless the transfer is permitted by an adequacy regulation, or is made under the International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses or another lawful transfer mechanism, and unless we have carried out a transfer risk assessment applying the data protection test under the UK GDPR and have put in place any supplementary measures that assessment shows to be necessary. The Client authorises the transfers identified in the Work Order or in a Data Processing Addendum;
11.4.6 assist the Client, at its cost, in responding to a request from a Data Subject exercising their rights, in a way and within a timeframe that allows the Client to respond within the applicable time period under Article 12A of the UK GDPR, and assist the Client in carrying out a data protection impact assessment or a consultation with a supervisory authority, in each case to the extent the Processing is relevant;
11.4.7 notify the Client without undue delay, and in any event within forty-eight (48) hours, of becoming aware of a Personal Data Breach affecting Personal Data we Process for the Client, and provide the information reasonably available to us to enable the Client to meet its notification obligations;
11.4.8 maintain records of our Processing, and make available to the Client the information reasonably necessary to demonstrate compliance with this clause 11; and
11.4.9 permit the Client, or an auditor it appoints who is not a competitor of ours and who is bound by confidentiality, to audit our compliance with this clause 11, on not less than thirty (30) days’ notice, no more than once in any twelve (12) month period (unless required by a supervisory authority or following a Personal Data Breach), during business hours, without unreasonable disruption, and at the Client’s cost. We may satisfy an audit request by providing a current independent audit report, certification or completed security questionnaire where that reasonably addresses the scope of the request.
11.5 The Client will:
11.5.1 ensure it has a valid lawful basis, and where required a valid consent, for the Processing it instructs us to carry out, and that it has provided the required information to Data Subjects;
11.5.2 ensure its instructions to us comply with the Data Protection Legislation, and indemnify us against losses arising from an instruction that does not; and
11.5.3 not instruct us to Process special category data or criminal offence data unless the Work Order expressly provides for it and records the additional safeguards that will apply.
11.6 On termination or expiry of a Work Order, we will, at the Client’s written direction, delete or return the Personal Data we Process for it under that Work Order, and delete existing copies, except to the extent Applicable Laws require us to retain it or the copy is held in a routine backup that is not readily separable, in which case we will continue to protect it under this clause 11 until deletion in the ordinary course.
11.7 Payment card data. Where the Services involve payment card data, each party will comply with the Payment Card Industry Data Security Standard as applicable to it. The Client will not store, transmit or make available to us unencrypted primary account numbers, and will not place payment card data in a support ticket, log, prompt or other channel not designed to hold it.
11.8 Backups. We provide backup, replication, retention and disaster recovery services only where a Work Order expressly says so, and only to the specification stated in it. Where no backup service is included, the Client is responsible for backing up Client Data, and should not rely on the Messy Works Platform, or on any Third-Party Service, as its only copy.
11.9 Data Processing Addendum. Where a Work Order involves the Processing of Personal Data, either party may require the parties to enter into a Data Processing Addendum for that Work Order, and we will not unreasonably refuse a reasonable request to do so. A Data Processing Addendum will record the particulars required by Article 28(3) of the UK GDPR, the technical and organisational measures we will maintain, the approved sub-processors, the authorised international transfers and their transfer mechanism, and any additional or different data protection terms the parties agree, including the Client’s own standard data processing terms where we accept them. A Data Processing Addendum forms part of the Work Order to which it relates and, to the extent of any inconsistency with this clause 11, the Data Processing Addendum prevails in respect of that Work Order. Where a Work Order involves the Processing of Personal Data and no Data Processing Addendum is agreed, this clause 11 applies in full.
11.10 Automated decision-making. Where the Services involve a significant decision about an individual based entirely or partly on automated processing, the Work Order or Data Processing Addendum will record which party is responsible for each of the safeguards required by Articles 22A to 22D of the UK GDPR, including providing information to the affected individual, enabling them to make representations, enabling them to obtain human intervention, and enabling them to contest the decision. Clause 5.2.5 applies, and the Client remains responsible for the decision itself.
11.11 Complaints. We will provide the Client with the information and assistance it reasonably requires, at its cost, to acknowledge and respond to a data protection complaint made to it under section 164A of the Data Protection Act 2018, to the extent the complaint relates to Processing we carry out for the Client.
11.12 Regulatory change. If a change in the Data Protection Legislation, or in guidance issued by the Information Commissioner, means that the Services or this clause 11 no longer meet the requirements of that legislation, the parties will each act reasonably and promptly to agree the variation needed to restore compliance, under clause 15.7. Neither party is required to agree a variation that materially increases its costs or obligations without a corresponding adjustment to the Charges.
12. Force majeure
12.1 A “Force Majeure Event” means an event or circumstance beyond a party’s reasonable control, including act of God, flood, drought, storm, fire, earthquake, epidemic or pandemic, war, armed conflict, invasion, terrorist act, civil unrest, riot, sanctions, embargo, nuclear or chemical contamination, collapse of buildings, industrial action other than by that party’s own workforce, interruption or failure of a utility or telecommunications service, failure of the public internet, and any act, restriction, regulation or refusal of licence by a government or public authority.
12.2 Neither party is in breach of the Agreement, or otherwise liable, for a delay in performing or a failure to perform its obligations to the extent the delay or failure results from a Force Majeure Event. The affected party will notify the other as soon as reasonably practicable, will keep it informed, and will use reasonable endeavours to mitigate the effect and to resume performance. This clause does not excuse an obligation to pay money.
12.3 If a Force Majeure Event prevents us from providing a material part of the Services for a continuous period of more than thirty (30) days, or for periods totalling more than sixty (60) days in any twelve (12) month period, the Client may terminate the affected Work Order on fourteen (14) days’ written notice.
12.4 A Force Majeure Event does not entitle the Client to Service Credits.
13. Limitation of liability
Please read this clause carefully. It limits what each party can recover from the other.
13.1 Nothing in the Agreement limits or excludes either party’s liability for:
13.1.1 death or personal injury caused by its negligence;
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
13.1.4 any other liability that cannot lawfully be limited or excluded.
13.2 Subject to clause 13.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:
13.2.1 loss of profit;
13.2.2 loss of sales, business, revenue or contract;
13.2.3 loss of or damage to goodwill or reputation;
13.2.4 loss of anticipated savings;
13.2.5 loss, corruption or destruction of data, except to the extent it results from our breach of clause 11 or our failure to provide a backup service expressly included in a Work Order;
13.2.6 wasted management or staff time; or
13.2.7 any indirect or consequential loss,
in each case whether or not that loss was foreseeable and whether or not the party was advised of the possibility of it. The Client’s obligation to pay the Charges is not affected by this clause.
13.3 Subject to clauses 13.1 and 13.5, each party’s total aggregate liability arising out of or in connection with a Work Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the Contract Value of that Work Order.
The “Contract Value” means the total Charges paid and payable by the Client under the relevant Work Order for the Initial Term or, where the liability arises during a Renewal Term, for that Renewal Term. Where a Work Order states no Initial Term, the Contract Value is the total Charges paid and payable under it in the twelve (12) months immediately preceding the date the liability arose or, where the Work Order has then been in force for less than twelve months, the total Charges paid and payable multiplied by twelve and divided by the number of complete months elapsed.
13.4 Subject to clause 13.1, each party’s total aggregate liability for a breach of clause 11 (data protection), including any regulatory fine, claim by a Data Subject and cost of notification and remediation, is limited to the Contract Value, and counts towards the cap in clause 13.3 rather than being additional to it.
13.5 The cap in clause 13.3 does not apply to the Client’s obligation to pay the Charges, to the Client’s liability under clause 3.16 (Client Materials indemnity), to either party’s liability under clause 5.4 (non-solicitation), to the Client’s liability under clause 11.5.2 (unlawful processing instructions), to the Client’s liability under clause 16.11 (End Client indemnity), or to either party’s liability for breach of clause 14 (confidentiality) arising from a deliberate act.
13.6 Where a Work Order provides for Service Credits, those Service Credits are the Client’s sole and exclusive financial remedy for a failure to meet the relevant Service Level, except where the failure amounts to a material breach entitling the Client to terminate under clause 9.4.
13.7 Except as expressly set out in the Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, we do not warrant that the Services or the Messy Works Platform will be uninterrupted or error-free, that they will meet requirements not set out in a Work Order, or that any defect can be corrected.
13.8 Each party will use reasonable endeavours to mitigate its loss. Neither party may bring a claim under the Agreement more than two (2) years after the date it became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.
13.9 The parties acknowledge that the allocation of risk in this clause 13 is reflected in the Charges, and that each has had the opportunity to seek a different allocation, with a corresponding adjustment to the Charges, or to insure against the excluded risks.
13.10 We are not liable for any loss arising from a failure that is caused by, or that would have been avoided but for, the Client’s act or omission, including a failure to apply a change, patch, configuration, remediation or recommendation we have advised in writing, a change the Client or a third party made to the Client Environment without our agreement, or any defect, vulnerability or limitation in the Client Materials for which responsibility remains with the Client under clause 3.12.
14. Confidentiality and announcements
14.1 “Confidential Information” means all information of a confidential nature disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Agreement, whether or not marked confidential, including business plans, customers, pricing, technical information, Client Data, the Background Materials, the Gating Framework, and the terms of each Work Order.
14.2 The Receiving Party will keep the Confidential Information confidential, will not use it except for the purposes of the Agreement, and will not disclose it except to its Affiliates, employees, officers, professional advisers, insurers, subcontractors and sub-processors who need to know it for those purposes and who are bound by obligations of confidentiality no less protective than this clause 14. The Receiving Party is responsible for a breach by any person to whom it discloses Confidential Information.
14.3 This clause 14 does not apply to information that:
14.3.1 is or becomes publicly available other than through a breach of the Agreement;
14.3.2 was lawfully in the Receiving Party’s possession before disclosure, without an obligation of confidence;
14.3.3 is lawfully received from a third party free of any obligation of confidence; or
14.3.4 is independently developed by the Receiving Party without access to the Confidential Information.
14.4 The Receiving Party may disclose Confidential Information to the extent required by Applicable Laws, by a court, or by a regulatory or governmental authority, provided that, where lawful and practicable, it notifies the Disclosing Party first and gives it a reasonable opportunity to seek protective measures, and discloses only the minimum required.
14.5 The obligations in this clause 14 continue for five (5) years after termination or expiry of the Agreement, except in respect of Client Data, trade secrets and Personal Data, where they continue indefinitely.
14.6 Announcements and publicity. Neither party will make a public announcement or press statement about the Agreement without the other’s prior written consent, which will not be unreasonably withheld or delayed. However, we may identify the Client as a customer, and use its name and logo, in our client lists, website, proposals and marketing materials, unless the Client tells us in writing that it would rather we did not, in which case we will stop within a reasonable period. Any case study, quotation or testimonial requires the Client’s prior written approval.
15. General
15.1 Entire agreement. The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all previous agreements, proposals, representations, warranties and understandings, whether written or oral. Each party agrees that it has not relied on any statement, representation, assurance or warranty that is not set out in the Agreement, and that its only remedies in respect of any such statement are for breach of contract. Nothing in this clause limits liability for fraudulent misrepresentation.
15.2 Assignment. Neither party may assign, transfer, charge, sub-contract or deal in any other manner with any of its rights or obligations under the Agreement without the other’s prior written consent, except that either party may assign the Agreement in its entirety to a successor in connection with a merger, reorganisation or sale of all or substantially all of its assets, on notice to the other.
15.3 Subcontracting. We may subcontract any part of the Services provided that we remain responsible to the Client for performance and that clause 11.4.4 is complied with in respect of any sub-processor.
15.4 Notices. A notice under the Agreement must be in writing and sent to the recipient’s registered office or to the address or email address notified for the purpose. A notice sent by email is deemed received at the time of transmission, or, if sent outside business hours, at 9.00 am on the next Business Day, provided no delivery failure message is received. A notice sent by pre-paid first class post is deemed received at 9.00 am on the second Business Day after posting. This clause does not apply to the service of proceedings.
Notices to us: Turn It Off Ltd t/a Messy Works, 4th Floor, 399-401 Strand, London, WC2R 0LT, marked for the attention of the Directors, copied to [email protected].
15.5 Anti-bribery and modern slavery. Each party will comply with all applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and with the Modern Slavery Act 2015 to the extent it applies. Each party will maintain policies and procedures appropriate to its size and risk profile to ensure compliance, and will notify the other promptly of any request for an undue financial or other advantage in connection with the Agreement.
15.6 No partnership or agency. Nothing in the Agreement creates a partnership, joint venture, employment relationship or relationship of agency between the parties, and neither party has authority to bind the other.
15.7 Variation. No variation of the Agreement is effective unless it is in writing and signed or expressly accepted in writing by an authorised representative of each party. A change to the scope, Charges, timetable or Service Levels of a Work Order takes effect only when recorded in a written change record agreed in this way.
15.8 Waiver and severance. A failure or delay in exercising a right or remedy is not a waiver of it. If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, deleted, and the remainder of the Agreement is not affected.
15.9 Third-party rights. Except as expressly provided, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any person other than the parties. An Affiliate benefiting from a licence under clause 7.5 may enforce that licence.
15.10 Dispute resolution. If a dispute arises, the parties will first seek to resolve it by escalating it, within ten (10) Business Days, to a senior representative of each party, who will meet (which may be by video conference) within a further ten (10) Business Days. This clause does not prevent either party from seeking urgent injunctive relief, or from pursuing a claim for an undisputed debt, at any time.
15.11 Insurance. We will maintain such insurances, at such levels, as are specified in the relevant Work Order, and will provide evidence of cover on reasonable request.
15.12 Governing law and jurisdiction. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, including a non-contractual dispute or claim, is governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
15.13 Counterparts and electronic signature. A Work Order may be signed in counterparts and by electronic signature, each of which is an original and which together constitute one document.
16. Partners, resellers and End Clients
16.1 This clause 16 applies only where a Work Order designates the Client as a “Partner”, meaning a Client that resells, bundles, white-labels or otherwise makes the Services or Deliverables available to one or more of its own customers (each an “End Client”), or that directs us to deliver Services to or alongside an End Client. Where a Work Order does not designate the Client as a Partner, this clause 16 does not apply.
16.2 The Work Order carries the detail. A Work Order designating the Client as a Partner will identify the End Clients, or the class of End Client, that it covers, state whether the Client may present the Services under its own brand, state whether we deal with the End Client directly, and set out any additional or different commercial terms. These Service Terms are not varied by any agreement between the Client and an End Client.
16.3 We contract only with the Client. Our only contractual relationship is with the Client. We owe no duty, obligation or liability to any End Client, whether in contract, tort or otherwise. No End Client is a party to the Agreement or has any right to enforce it, and clause 15.9 applies. The Client contracts with us as principal, and not as agent for any End Client.
16.4 The Client remains liable for the Charges. The Client is liable for the Charges in full, whether or not it has been paid by an End Client, and whether or not its arrangement with an End Client is disputed, suspended or terminated. Non-payment by an End Client is not a ground for withholding payment and is not a Force Majeure Event.
16.5 Back-to-back terms. Before making the Services or any Deliverable available to an End Client, the Client will put in place a written contract with that End Client which:
16.5.1 imposes obligations on the End Client at least as protective of us as clauses 5.2 (acceptable use), 7.3 to 7.6 (Intellectual Property Rights, including the restrictions in clause 7.5.2), 8 (AI Services), 11.7 (payment card data) and 14 (confidentiality);
16.5.2 excludes and limits the End Client’s rights and remedies at least to the extent that clause 13 excludes and limits the Client’s;
16.5.3 gives the End Client no rights against us, and does not purport to bind us or to grant rights we have not granted; and
16.5.4 makes clear that the End Client’s counterparty is the Client and not us.
16.6 Passing on what we tell the Client. Where we give the Client a notice, warning, recommendation, limitation or instruction that is relevant to an End Client, including anything under clause 3.13 (what a review or gate tells you), clause 3.14 (identified defects), clause 3.6 (model provider changes) or clause 8 (the limits of AI Services), the Client will pass it on to the affected End Client promptly and accurately. The Client is responsible for what it tells End Clients about the Services, and will not make any representation, warranty or commitment about the Services beyond what these Service Terms and the Work Order contain.
16.7 Direct dealing. Where a Work Order provides that we deal directly with an End Client:
16.7.1 we do so as the Client’s subcontractor and on the Client’s instructions;
16.7.2 the Client remains responsible for giving the decisions, approvals and sign-offs required under clause 5.1, and may not delegate them to an End Client unless the Work Order says so and identifies who may give them;
16.7.3 we are entitled to rely on an instruction that appears to come from a person the Work Order identifies as authorised to give it; and
16.7.4 the Client remains responsible for the acts and omissions of End Clients in relation to the Services as if they were its Users under clause 5.1.7.
16.8 Licence to supply End Clients. Where a Work Order designates the Client as a Partner, the licence in clause 7.5.1 extends to permit the Client to make the relevant Deliverable, and any Background Materials embedded in it, available to the End Clients the Work Order identifies, for those End Clients’ internal business purposes, on terms complying with clause 16.5. To that extent, clauses 7.5.2(b), (c) and (d) do not prevent that supply. This clause does not permit the Client or any End Client to offer, resell, licence or operate the Gating Framework, or the Background Materials, as a product, service or methodology in its own right, separately from a Deliverable.
16.9 Presenting the Services under the Client’s brand. Where a Work Order permits the Client to present the Services under its own brand, it may do so on the terms that Work Order sets out. This transfers no Intellectual Property Rights, and clause 7.3 continues to apply. We may require the Client to stop using a presentation that is materially misleading about who provides the Services, or about the limits of what they do.
16.10 Data protection in a Partner arrangement. Where the End Client is the Controller of Personal Data processed under a Work Order, the Client is the Processor and we are a sub-processor. In that case:
16.10.1 the Client warrants that it has the End Client’s authorisation to appoint us as a sub-processor, and that its contract with the End Client permits everything the Work Order requires us to do;
16.10.2 clause 11 applies as between us and the Client, and a reference in clause 11 to the Client’s instructions means instructions the Client is authorised by the End Client to give; and
16.10.3 the Client will not pass on to us an obligation owed to an End Client that is more onerous than clause 11, unless we have agreed it in writing in the Work Order.
16.11 Indemnity. The Client will indemnify us against all losses, damages, costs and expenses (including reasonable legal fees) we reasonably incur as a result of a claim by an End Client, or by a third party claiming through an End Client, except to the extent the claim arises from our breach of the Agreement and would have been recoverable by the Client under the Agreement. Nothing in this clause requires the Client to indemnify us against the consequences of our own breach.
16.12 Aggregation of liability. The cap in clause 13.3 applies to all claims arising out of or in connection with a Work Order in aggregate, including any claim the Client makes in respect of a loss it has suffered, or a liability it has incurred, as a result of an End Client claim. We do not carry a separate cap for each End Client.
16.13 Termination. Termination or expiry of an arrangement between the Client and an End Client does not terminate, suspend or vary a Work Order, and does not entitle the Client to a reduction in the Charges. Where a Work Order ends, the Client is responsible for winding down its own arrangements with End Clients, and clause 10 applies as between us and the Client only.
Turn It Off Ltd, trading as Messy Works. Company number 14784848. Registered in England and Wales. Registered office: 4th Floor, 399-401 Strand, London, WC2R 0LT.