Last updated: 2023-09-11
These legal terms are between you and GRADIENT LABS LIMITED, Company number 14864752 (Gradient Labs/we/us) and you agree to them by signing the Order Form. Together, your Order Form and these terms of service are our Agreement.
“Agreement” refers to your Order Form and the terms of service
“Platform” means the autonomous customer service agent platform provided by Gradient Labs through our web app or via our API.
“Service” has the meaning set out in Section 2.2.
“Order Form” is the document signed by both of us that refers to these Terms, which describes the Service and the Fees. The Fees are the charges that you owe us, based on the Services you order for the Term.
“Confidential Information” means any information shared by one of us (the Discloser) to the other (the Receiver) about the business, technology, strategy, intellectual property, products or customers of the Discloser or other similar information shared in confidence. Confidential Information does not include information that is:
“Intellectual Property Rights” (IPR) means all industrial and other intellectual property rights comprising or relating to: (a) patents and inventions; (b) trade-marks; (c) internet domain names, whether or not trade-marks, registered by any authorised private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.
“Aggregated Data” means Materials or usage data generated through your use of the Service, where Personal Data or anything identifying you is anonymised and/or aggregated. This data is Confidential Information as defined herein.
“Customer Data” means the electronic data or Material you provide to us or generate via the Service relating to Chat Visitors or your Users and your use of the Services. It includes Customer Personal Data.
“Customer Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Customer pursuant to or in connection with the Master Agreement.
“Personal Data” means any Customer Data that could be used to identify a natural person.
“Chat Visitor” means your end-customer or visitor to your website (or another channel) who begins an interaction which makes use of the Service. This includes any interaction performed in the past (prior to the execution of the Agreement) but to which Gradient Labs have access to in order to provide the Services.
“Materials” means any content, whether physical or electronic, databases, software, designs, domain names, images or source code owned, created or developed by one of us. This may also be Confidential Information. It also includes any changes to these items, copies or other work created from them. For Gradient Labs, this includes the Service. For you, this includes Customer Data.
“Claim” means all third party claims, liabilities, damages, judgements, penalties and costs, including reasonable legal fees.
“Order Form” is the document signed by both of us that refers to these Terms, which describes the Service and the Fees.
“Fees” are the charges that you owe us, based on the Services you order for the Term.
“Special Category Data” as defined in the UK GDPR and means:personal data revealing racial or ethnic origin;political opinions;religious or philosophical beliefs;trade union membership;genetic data;biometric data (where used for identification purposes);data concerning health; data concerning a person’s sex life; and data concerning a person’s sexual orientation.
“DPA” refers to our Data Processing Agreement.
“Users”- means your employees or representatives who make use of the Service.
2.1 We provide an autonomous customer support agent which plugs into your existing chat platform via an API. The agent is controlled through our Platform which you can access and configure through a web portal.
2.2 In accordance with the Agreement's conditions, we will supply you with:
We will refer to all the above items as the Service.
3.1 You commit to taking all necessary and reasonable steps to enable us to deliver the Services to you.
3.2 We will not be violating the Agreement if our provision of any portion of the Services is hindered or delayed due to your actions or inactions. This includes acts, delays or omissions of your Users.
4.1 The Agreement starts on the start date of the Order Form.
4.2 Upon signing an Order Form, the Agreement will be active for the initial term of 3 months.
4.3 Unless terminated by either party, the Agreement will automatically extend for another 3 months at the end of the initial term (or a Renewal Term).
These subsequent 3 month periods are each defined as a Renewal Term. Collectively, the initial term along with any Renewal Term(s) constitute the Term.
4.4 Either party can terminate the Agreement by providing the other with a minimum of 30 days' notice prior to the end of the Term. This notice will only be effective at the end of the Term.
4.5 The Agreement can be terminated during the Term under the conditions outlined in Section 8.
5.1 You are required to pay us the Fees as per your Order Form and as detailed below. All Fees are non-refundable unless otherwise indicated in this Agreement.
5.2 We will raise an invoice for the Fees on a monthly basis. You need to pay the Fees within 30 days of the date of the invoice
5.3 All Services are supplied with volume rates. These are set out on your Order Form. If your use of the Services is above these volumes, further Fees will be due but you will always be informed to decide whether to contract a higher volume or not. You will be invoiced for this use in arrears.
5.4 We reserve the right to modify the Fees or introduce new Fees. However, this will only occur at the conclusion of the initial term or the current Renewal Term, and we will provide you with a minimum of 60 days' notice. If you do not agree with the modification of the Fees or the introduction of new Fees you can terminate the Agreement.
5.5 If you believe there is a mistake on an invoice, you must inform us within 60 days of receipt. We will then amend the invoice or provide you with a credit to rectify any error.
6.1 We will deliver the Services to you for the Term and in doing so:
We do not assure that…
If we fail to fulfil the commitments above, we will make all reasonable efforts to rectify any such non-compliance at our own cost.
6.2 Except as set out under this Section 6, the Services are provided “as is” and we disclaim any and all warranties, express or implied.
6.3 If you use any Service or functionality that has been made available to you as part of a Design Partnership then your use of that Service is subject to Gradient Labs’s additional Design Partnership Terms.
7.1 When using the Services, you will:
8.1 We may suspend your use of the Services if you breach this Agreement. This might be in whole or in part. We will contact you if we do suspend your use of the Services.
8.2 If we suspend your Services, we will only restore your access once the breach has been remedied. We reserve the right to request guarantees that there will be no future breaches.
8.3 Either of us may terminate the Agreement by giving notice if the other:
8.4 If we end this Agreement for your breach, all Fees for the remaining Term will become due.
8.5 If you end this Agreement for our breach, Fees are due until the last day the Services are provided. We will refund any pre-paid Fees beyond this point.
8.6 If you have multiple Order Forms and terminate one of them, the others will continue unaffected.
8.7 Any part of this Agreement which by its nature should survive termination will remain in full force. This includes (but is not limited to) terms relating to confidentiality, limits on liability and payment obligations for outstanding Fees.
9.1 For the Term (or for as long Confidential Information is held) we will both make sure that Confidential Information received is:
9.2 The Receiver must promptly notify the Discloser if it becomes aware of any breach of these confidentiality obligations.
9.3 The Receiver must erase or destroy any Confidential Information within 30 days on request or on termination of this Agreement. This does not apply to copies securely stored in order to meet any legal obligations.
9.4 Confidential Information may be shared on a need to know basis with the Receiver’s Affiliates and their employees, officers, advisors, or other representatives (Approved Receivers). Approved Receivers must agree to keep Confidential Information confidential with the same confidentiality obligations as the Receiver.
9.5 A breach of these confidentiality obligations by an Approved Receiver will be treated as if it were a breach by the Receiver.
9.6 The Receiver may share Confidential Information when it is required by law to do so, but must notify the Discloser promptly (if allowed by law).
10.1 Each of us keeps all rights, title and interest in our own Materials and all linked IPR. For clarity, Gradient Labs owns or has the necessary licences in all IPR in the Services (whether at the start date or as developed over the Term) and Aggregated Data.
10.2 Except as set out in this Agreement, neither of us is given any other right at all in the others’ Materials or IPR. At no time will either of us challenge the ownership or validity of the others’ IPR or Materials.
10.3 The Services are protected by IPR belonging or licensed to Gradient Labs. For the Term, you are granted a limited, non-exclusive, non-transferable licence to use the Service. This licence is subject always to the terms of the Agreement.
10.4 For the Term you will not:
10.5 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Materials for the term of this agreement for the purpose of providing the Services. You warrant that the receipt and use of any Materials shall not infringe any rights of third parties.
10.6 You may give us feedback or suggestions related to the Service (“Feedback”). You give Gradient Labs all right, title and interest in and to any Feedback. All Feedback you provide is “as is” and without any warranty of any kind.
10.7 You permit us to refer to you and/or use your logo in marketing materials. This includes our website and presentation materials.
10.8 As a result of the Agreement, Gradient Labs might fine tune large language models with Customer Data (the “Fine-tuned LLM”). The Parties agree that Gradient Labs shall (i) use those Fine-tuned LLMs only for the purposes of providing the Service to the Customer, (ii) seek Customer’s explicit consent if it wants to fine-tune LLMs of other customers with Customer Data for the purposes of improving the performance of the Service, and (iii) delete the Fine-tuned LLM at the end of the Term.
11.1 It is your responsibility to make sure that you have the legal right to process Customer Personal Data. For any Personal Data, this will also mean getting consent where needed.
11.2 Gradient Labs has security measures in place designed to protect the Services and Customer Data. We will keep these security measures in place for the Term.
11.3 We will process Customer Personal Data as set out in our DPA. The DPA is made part of this Agreement by reference.
11.5 For the Term, you grant us a licence to use the Customer Data to provide the Services to you.
11.6 You also agree that during the Term and linked strictly to the provision of the Services, we will have the right to:
11.7 Neither Gradient Labs nor any of its sub-processors may store or use Customer Personal Data for purposes different from the strict performance of the Services and limited to the Term. Therefore, it is forbidden that these entities store and use Customer Personal Data for its own purposes, including but not limited to the use of the data for training AI model purposes.
12.1 The indemnities below are the only remedy under this Agreement for any Claims arising out of this Agreement.
12.2 Subject to the rest of this Section 12, you shall defend, indemnify and hold Gradient Labs and its Affiliates harmless from and against any Claim arising out of or in connection with Customer Data.
12.3 Subject to the rest of this Section 12, Gradient Labs shall defend, indemnify and hold you and your Affiliates harmless from and against all Claims arising out of or in connection with any alleged infringement of any European patent or any copyright
12.4 Subject to the rest of this Section 12, both parties shall defend, indemnify and hold the other party and its Affiliates harmless from and against any Claim, arising out of or in connection with the use of Materials in the performance of this agreement
12.5 Subject to the rest of this Section 12, Gradient Labs shall defend, indemnify and hold you and your Affiliates harmless from and against all Claims arising out of or in connection with any alleged infringement of any European patent or any copyright in relation to the use of the Services.
12.6 In consideration for the Indemnifying Party's obligations above, the Indemnified Party shall:
Any settlement by the indemnifying party shall not attribute any liability to the indemnified party.
12.7 The indemnity given by you shall not apply to a Claim in respect of Customer Data or Materials:
12.8 The indemnity given by Gradient Labs shall not apply to any part of the Service:
12.9 Gradient Labs may choose (at our own cost) to either:
13.1 This Section 13 sets out the entire financial liability of each of us under or in connection with the Agreement. This includes any representation, statement, act or omission (including negligence). It also applies to the acts or omissions of each of our employees, agents or subcontractors.
13.2 Nothing excludes or limits the liability of either of us for:
13.3 To the maximum extent allowed by law, neither of us is liable to the other in tort (including negligence or breach of statutory duty), contract, or otherwise for any:
13.4 Subject to 12.3 above, each party’s liability to the other under this Agreement shall not exceed the amount of Fees paid or payable in the initial term or then-current Renewal Term, with the exception of any liability that may arise in relation to any infringement of data protection obligations within Gradient Labs' Data Processing Agreement.
14.1 Entire Agreement. The Agreement, inclusive of its schedules and these terms, constitutes the complete agreement between us.
14.2 Amendments. Gradient Labs reserves the right to alter these terms by providing you with 30 days' notice. If you disagree with the changes, you must inform us within 14 days and we will negotiate in good faith or withdraw the changes. If we fail to reach an agreement, you can terminate the Agreement at the end of the notice period. Any other modifications require written consent from both parties.
14.3 Successors. The Agreement is binding upon the parties and their respective successors and approved assigns.
14.4 Assignment. Neither party can assign the Agreement to another entity without the other's consent.
14.5 Third Parties. No one other than a party to the Agreement has the right to enforce any of its terms.
14.6 No Agency. Each party operates independently and has no right to act on behalf of the other.
14.7 Severability. If any term of the Agreement is deemed invalid, illegal or unenforceable, that term will be severed from the Agreement. Both parties will negotiate in good faith to replace the severed term with a similar one. All remaining terms of the Agreement will continue in full force and effect.
14.8 Representations. Both parties confirm that they have not entered into the Agreement based on any express or implied representations or negotiations, except for the representations outlined in the Agreement or fraudulent misrepresentation.
14.9 Anti-Bribery. Both parties will adhere to all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the United States Foreign Corrupt Practices Act. Neither party will give or receive any form of bribe (or other improper payment or advantage) in connection with the Agreement.
14.10 Modern Slavery. Each party confirms that they have not committed an offence under the UK Modern Slavery Act 2015 and are not aware of any offence within their supply chain under the UK Modern Slavery Act 2015; and will notify the other if they become aware of an actual or alleged breach of the above.
14.11 Waiver. If one party fails to enforce a right under the Agreement, it does not constitute a waiver. A failure to enforce a right at one time does not imply it will be waived in the future.
14.12 Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
14.13 Notices. Any notices under the Agreement must be in writing and sent to the email addresses provided by each party. Notices of any legal disputes must be sent to the parties’ office address.
14.14 Resolution. Before initiating any legal action or claim under the Agreement, both parties agree to first make a reasonable effort to resolve any disputes. This involves escalating the matter to executive management and agreeing to a response or timetable within 14 days.
14.15 Governing Law. The laws of England & Wales govern the Agreement and any related issues. The courts of England shall have exclusive jurisdiction over any dispute or claim arising from the Agreement.