Schedule 1
SCOPE TERMS OF SERVICE
INTRODUCTION
Scope operates an artificial Intelligence-driven inspection software for use in the testing, inspection and certification sector that Scope makes available to its customers as a service (the "Scope Service").
This Agreement (comprising the Order Form, Support and Maintenance Agreement, and these Terms of Service which are appended to the Order Form (and any documents referred to herein, which are hereby incorporated by reference) (the "Agreement")) sets out the terms and conditions upon which you may use the Scope Service and any application or functionality Scope makes available through the Scope Service.
By signing an Order Form, you agree to and accept these Terms of Service and the Order Form.
These Terms of Service prevail over any of the Client’s general terms and conditions of purchase regardless whether or when the Client has submitted its purchase order or such terms. Fulfilment of the Client’s order does not constitute acceptance of any of the Client’s terms and conditions and does not serve to modify or amend these Terms of Service.
INFORMATION ABOUT SCOPE
The Scope Service is provided by Scope Inspection Ltd, with company number 15397270 and its registered office address at 13 Dolphin Close, London, England, SE28 8PY ("Scope").
INTERPRETATION
In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:
"Agreement" has the meaning set out in the Introduction above;
“AI Prompts” means queries or prompts that are submitted to the Scope Service by Authorised Users;
"Authorised User" means a person who is authorised by the Client to access the Scope Service on behalf of the Client, including the Client’s customers;
"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Customer Access Module” means the secure, cloud-hosted component of the Scope Service that is made available to the Client’s customers;
"Client" or "you" means the person identified on the Order Form;
"Client Data" means the content and data that the Client or any Authorised Users (including Client’s customers) make available to Scope and that is hosted by Scope in connection with the provision of the Scope Service, including AI Prompts, RBI Reports, Inspection Reports and any database (vectorised or not) created with such data in order to make use of the Scope Services, including their AI functionalities;
"Commencement Date" has the meaning given to it in the Order Form;
"Confidential Information" means information which is identified as confidential or proprietary by either party, or by the nature of which is clearly confidential or proprietary
"DPA" has the meaning given to it in clause 8.1;
"Renewal Term" means the period set out in the Order Form or as otherwise agreed by the parties in writing;
"Fees" means the fees as set out in the Order Form (including the Trial Period Fees);
"Initial Term" means the period set out in the Order Form;
"Order Form" means the order form signed (whether electronically or otherwise) by the parties, or such other form or communication agreed by the parties in writing, which, amongst other things, identifies the Client and sets out the Fees and other commercial terms applicable to the Client's access to and use of the Scope Service;
“Output” means any output that is generated or returned through the Scope Service, including in response to any AI Prompts;
"Term" means the Trial (if any), the Initial Term and any Renewal Term(s);
"Terms of Service" means these terms and conditions of service, as amended in accordance with the provisions of this Agreement;
"Third Party Sites" has the meaning given in clause 6.3;
"Trial" means a free trial of the Scope Service for the Trial Period;
"Trial Period" means the period specified in the Order Form, or such other period as agreed between the parties in writing;
"Trial Period Commencement Date" means the date from which the Client will have access to the Scope Service on a trial basis, as set out in the Order Form;
"Trial Period Fees" means the fees payable during the Trial Period as set out in the Order Form;
"User Account" means an account set up by the Client with an ID and password that an Authorised User (including Client’s customers) uses to access the Scope Service;
"VAT" means value added tax (and any equivalent tax payable in any jurisdiction); and
"Virus" means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including works, Trojan horses, viruses and other similar things or devices.
TRIAL
If the parties have agreed a Trial in the Order Form, the Agreement will start on the Trial Commencement Date and will continue (subject to earlier termination in accordance with clause 3.2 or clause 15) for the Trial Period. Following expiry of the Trial Period, the Agreement will automatically renew for the Initial Term unless otherwise agreed by the parties in writing.
Neither party may terminate the Agreement during the Trial Period, other than in accordance with clause 15 below.
DURATION
Unless the parties have agreed a Trial in the Order Form, the Agreement shall commence on the Commencement Date and, subject to earlier termination in accordance with clause 4.2 or clause 15, shall continue for the Term.
The Initial Term shall automatically extend for a Renewal Term at the end of the Initial Term and at the end of each Renewal Term thereafter, unless either party gives written notice to the other party to terminate the Agreement at the end of the Initial Term or the then-current Renewal Term (as applicable), such notice to be given no later than ninety (90) days prior to the expiry of the Initial Term or Renewal Term (as applicable).
ACCESS TO THE SCOPE SERVICE
Scope grants the Client a non-exclusive, non-transferable licence for the Term to access, use, and permit Authorised Users to access and use, the Scope Service, in accordance with and subject to the terms and conditions of the Agreement, for the Client's internal business purposes, including the provision of commercial services to its customers using the Scope Services.
The Client may not sublicence the rights granted in clause 5.1 other than to allow Authorised Users to access and use the Scope Service. For avoidance of doubt, the provision of services to its customers through the Customer Access Module offering (“the Permitted Component”) does not qualify as sublicensing.
To the extent that applicable law treats a customer’s use of the Permitted Component as a sublicence, Scope grants the Client, for the Term of this Agreement, a non-exclusive, non-transferable right to grant its customers a limited right to use the Permitted Component only, solely for the customers’ internal business purposes.The Client must treat any username and password used to access the Scope Service or a User Account as Confidential Information, and must not disclose such information to any third party (other than to Authorised Users) and must take appropriate safeguards in accordance with good industry practice to prevent unauthorised access to the Scope Service; the Parties agree that a flow down of the previous sentence to the Client’s customers qualifies as appropriate safeguards.
The Client encourages each Authorised User to keep secure and confidential any username and password provided to, or created by, that Authorised User for their use of the Scope Service, and that they will not disclose such username and password to any third party, including any other Authorised Users or persons within the Client's organisation, company or business.
The Client is responsible for maintaining the confidentiality of its login details for its User Account.
Scope encourages the Client to use, and to encourage Authorised Users to use "strong" passwords (using a combination of upper and lower case letters, numbers and symbols) with its User Accounts.
The Client tries to prevent any unauthorised access to, or use of, the Scope Service, and must promptly notify Scope in the event of any such unauthorised access or use. If the Client has any concerns about the login details for any User Account, or thinks any of them may have been misused, the Client shall notify Scope at info@getscope.ai. The Client must immediately notify Scope if the Client becomes aware that the login details of any Authorised User are lost, stolen, or otherwise compromised.
It is the Client’s responsibility to create and make available User Accounts for Authorised Users to gain access to the Scope Service.
CLIENT'S OBLIGATIONS
The Client:
must comply with all applicable laws and regulations with respect to its use of the Scope Service and its activities under the Agreement;
must use the Scope Service in accordance with the terms of the Agreement and shall be responsible for any acts and omissions in connection with the use of the Scope Service by its Authorised Users;
must end an Authorised User's right to access and use the Scope Service, if the Authorised User ceases its employment or other relationship with the Client;
must notify Scope in writing if there are any changes to any of the Client's contact details as set out in the Order Form;
is solely responsible for ensuring that its network and systems, including its internet browser and operating systems, comply with any relevant specifications provided by Scope in writing (including e-mail) from time to time;
is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Scope Service; and
must not do, or allow any Authorised Users or other persons to do, any of the following:
access, store, distribute, or transmit any Virus through the Scope Service;
use the Scope Service to access, store, distribute, or transmit any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive;
use the Scope Service in a manner that is illegal or causes damage or injury to any person or property;
use the Scope Service other than for its intended purpose as set out in the Agreement;
use any automated device, program, tool, algorithm, code, process, methodology, or system, including without limitation "robots", "bots", "scrapers", "spiders", or "offline readers", to access, obtain, copy, monitor or republish any portion of the Scope Service, or any data, content, information or services accessed via the same, or to access the Scope Service in a manner that sends more request messages to the Scope Service than a human can reasonably produce in the same period of time by using a conventional online web browser; or use any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations. This clause shall not apply insofar as (but only to the extent that) Scope is unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to Scope;
modify, interfere, intercept, disrupt or hack (or attempt to do any of the foregoing) the Scope Service or collect any data from the Scope Service other than in accordance with the Agreement; and/or
circumvent, disable, or otherwise interfere with or compromise the integrity or security of the Scope Service (or attempt to do any of the foregoing), or with any features of the Scope Service that prevent or restrict use or copying of the content or materials accessible via the Scope Service,
and Scope – within the scope of appropriateness and applying due care – reserves the right, without liability or prejudice to its other rights under the Agreement, to disable all or any User Accounts or access to all or any part of the Scope Service by any Authorised User, for any breach of any provision of this clause 6.1(g).
Subject to Scope’s confidentiality obligations under this Agreement Scope may monitor the Client's and Authorised Users' use of the Scope Service to ensure the quality of, and improve, the Scope Service, and verify the Client's compliance with the Agreement.
The Scope Service may contain links to, or call the servers of, third party websites, data or services that are not under Scope's control, solely at the direction of and/or as a convenience to the Client ("Third Party Sites"). As such, Scope is not responsible for and has no liability in relation to, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services on such websites or available through such websites, and including any sharing by the Client of Client Data or Outputs on or through any Third Party Sites, is solely at the Client's risk.
INTELLECTUAL PROPERTY RIGHTS
Scope is the owner or licensee of all intellectual property rights in the Scope Service provided to the Client (including all artificial intelligence techniques, algorithms and models). These works are protected by copyright and other laws and treaties around the world. All such rights are reserved. Except as expressly set out in the Agreement or required to provide the Scope Services and comply with the provisions under this Agreement, Scope does not grant to the Client any rights to or licenses in respect of the Scope Service.
Except as provided below, The Client shall be the owner of Outputs.
Each customer of the Client retains all right, title and interest in any data that such customer uploads or otherwise provides to the Scope Service (“Customer Data”);
Nothing in this Agreement prevents Scope from:
hosting, processing, organising and displaying Outputs (including cleaned or transformed data) to Authorised Users as part of the Scope Service;
using anonymised or aggregated information derived from Outputs to operate, maintain and improve the Scope Service
Nothing in this Agreement transfers ownership of Customer Data to Scope or to the Client, nor prevents the Client’s customers from using their Customer Data, or the Outputs derived from it.
The Client will not, and will ensure that Authorised Users do not, when using the Scope Service:
copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Scope Service in any form or media or by any means (or attempt to do any of the foregoing);
reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Scope Service (or attempt to do any of the foregoing);
access all or any part of the Scope Service in order to build a product or service which competes with the Scope Service, or use or attempt to use the Scope Service to directly compete with Scope; and/or
erase or remove any proprietary or intellectual property notice contained in the Scope Service.
As between Scope and the Client, the Client is the owner and licensor of the Client Data and the owner of Outputs as per clause 7.3 above. By submitting Client Data to Scope or the Scope Service and by otherwise using the Scope Service, the Client grants to Scope a perpetual, royalty-free, non-exclusive right and licence to access, download, use, store and make available to third parties, the Client Data and Outputs (anywhere in the world and on a royalty-free basis) for the purpose of:
providing the Scope Service to the Client, including analysing the Client Data and Outputs in accordance with the functionalities of the Scope Service;
maintaining, developing, testing, improving and altering the functionality of the Scope Service and other products and features Scope may offer from time to time (including training Scope's artificial intelligence models and improving Scope's machine learning model performance (provided the Client Data, Outputs and other data is first anonymised), and creating a database of anonymised inspection data for use as part of the Scope Service and any other services that Scope may offer from time to time); and
producing anonymised or anonymised and aggregated statistical reports and research (which will be owned by Scope).
The Client represents and warrants to Scope that it has the necessary right, title, interest and consent, in each case as necessary to allow Scope to use the Client Data and Outputs in accordance with the Agreement and that the Client is not aware that the Client Data and Outputs will infringe, misappropriate, or otherwise violate any rights of any third party or any applicable law. Scope shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data or Outputs.
The Client agrees that:
Scope may create or generate data relating to the Client's and its Authorised Users' use of the Scope Service, including metadata, analytics and the structure of Outputs, and data generated through tracking, monitoring, reporting, or analysis of the Client's or an Authorised User's use of the Scope Service, such as pages viewed, links clicked, files or content downloaded, search criteria used, or other actions taken by the Authorised User through the Scope Service ("Client Use Data"); and
all such Client Use Data shall be owned by Scope.
Scope may use the Client's name, logo, and related trade marks in any of Scope's publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses the Scope Service and alongside any testimonials that the Client has agreed to give. The Client grants Scope such rights as are necessary to use its name, logo, related trade marks and testimonials for the purpose of this clause 7.9.
The Client agrees to provide regular feedback to Scope in relation to its use of the Scope Service. By submitting feedback, the Client acknowledges that Scope may use and allow others to use this feedback in the Scope Service or otherwise without any restriction and without payment of any kind to the Client.
DATA PROTECTION
The data processing addendum (accessible at https://www.getscope.ai/data) (the "DPA") shall apply to, and form part of this Agreement in respect of the processing of any personal data contained in the Client Data.
For the purpose of this clause 8 the terms "controller", "processor", "data subject", "personal data", and "process" shall have the meanings given to them in the "UK GDPR" as defined in section 3 of the UK Data Protection Act 2018.
CONFIDENTIAL INFORMATION
Each party may be given access to confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
is independently developed by the receiving party, which independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.
Each party shall hold the other party's Confidential Information in confidence and, unless required by law, shall not make the other party's Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
For the avoidance of doubt, Client Data remain Confidential Information and may also contain business or trade secrets of the Client and its customers. Scope shall continue to limit access to such information to persons with a strict need-to-know and shall procure that each recipient is bound by confidentiality obligations no less restrictive than those in this Agreement. Notwithstanding the foregoing, Scope may process Client Data to train, validate, or improve algorithms, statistical models, or other machine-learning systems (“Models”) and may thereafter use, licence, or otherwise commercialise those Models for the benefit of third parties, provided that before any training begins, the Client Data must be rendered permanently anonymised and de-identified, such that neither the Client, its customers, nor any individual can be identified, and no business or trade secret can be inferred or reconstructed
Models developed in compliance with this Clause 9.3, and any parameters, weights, or insights embodied therein, shall not be deemed Client Data, Confidential Information, or trade secrets of the Client. All other confidentiality obligations under this Agreement remain unaffected.
Each party shall take all reasonable steps to ensure that the other party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
Each party shall take a backup of its own Confidential Information and shall not be responsible to the other party for any loss, destruction, alteration, or disclosure of Confidential Information; this does not apply to the extent Scope is obliged to provide hosting services as a part of the Scope Services for the Client.
FEES AND PAYMENT
The Client will pay the Fees as set out in the Order Form within thirty (30) days of the invoice date.
If Scope has not received payment in full within 30 days of the date of the relevant invoice, and without prejudice to any other rights and remedies available to Scope, interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC at the due date for payment of the relevant Fees, commencing on the due date for payment and continuing until the Fees have been paid in full, whether before or after judgment.
Without prejudice to any other rights or remedies available to Scope, if the Client fails to pay any sum due to Scope and such sum remains outstanding for a further thirty (30) days following notice requiring such sum to be paid, Scope may, without liability to the Client, suspend or temporarily disable all or part of the Client's access to the Scope Service and Scope shall be under no obligation to provide any access to the Scope Service while the relevant sum remains unpaid.
Without prejudice to any other rights or remedies available to Scope, if the Client fails to pay any sum due to Scope and such sum remains outstanding for a further thirty (30) days following notice requiring such sum to be paid, Scope may immediately terminate the Agreement on giving notice to the Client, without liability for Scope to the Client.
All amounts and Fees stated or referred to in the Agreement:
are payable in pounds sterling; and
are exclusive of VAT unless otherwise expressly stated, which shall be paid at the same time as payment of the Fees.
Unless otherwise agreed between the parties in writing, Scope may increase any of the Fees upon giving at least thirty (30) days' notice in writing to the Client, such increase to take effect from the commencement of the Renewal Term following expiry of such notice. If the Client is unhappy with the increase, the Client may give notice to terminate the Agreement at the end of the Initial Term or the then-current Renewal Term (as applicable) by providing at least fifteen (15) days' written notice to Scope, such notice to expire no later than the end of the Initial Term or the then-current Renewal Term (as applicable). The Fees will not increase during the notice period.
AVAILABILITY AND SUPPORT
Scope will make the Scope Service available with an uptime rate of 95%, except for:
planned maintenance for which at least twenty four (24) hours' notice will be given;
unscheduled maintenance during normal business hours (UK time) or otherwise, for which Scope will use reasonable endeavours to give the Client advance notice;
any downtime due to third party services (e.g. third party hosting services used by Scope).
Scope will use reasonable endeavours to provide a level of support and advice on the use of the Scope Service that is appropriate to the nature of any issues requiring support or advice during normal working hours (UK), further detailed in the Support and Maintenance Agreement.
The Client shall provide all support reasonably required by Scope to perform its obligations under this clause 11, including providing reasonably detailed descriptions of issues and updates on the performance of the Scope Service.
LIMITED WARRANTY
Scope undertakes to make the Scope Service available as set out in clause 11.1, and the Client's sole and exclusive remedy, and Scope's sole liability, with respect to any failure by Scope to provide the Scope Service in accordance with clause 11.1 is for Scope to use commercially reasonable efforts to repair the affected part of the Scope Service so that it is available in accordance with clause 11.1.
Other than as set out in clause 12.1, the Scope Service is provided on an "AS IS" basis and Scope gives no representations, warranties, conditions or other terms of any kind in respect of the Scope Service, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.
Except as expressly provided for in the Agreement:
all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement;
without limitation to clause 12.2 or any other provisions in this clause 12, Scope provides no warranties or undertakings and makes no representations of any kind, whether express, implied, oral or written, statutory or otherwise, that the Scope Service and Output will operate without interruption or be error-free;
Scope will not be responsible for any interruptions, delays, failures, or non-availability affecting the Scope Service or the performance of the Scope Service which are caused by third party services (including Third Party Sites), errors or bugs in third party software, hardware, or the Internet on which Scope relies to provide the Scope Service, or any changes to the Scope Service made by or on behalf of the Client, and the Client acknowledges that Scope does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet; and
due to the nature of machine learning, the Output may not be unique across users of the Scope Service and the Scope Service may generate the same or similar outputs for other users. Use of the Scope Service may result in incorrect Output that does not accurately reflect reality. Scope will ensure that an Authorised User is shown Outputs for human review, allowing the The Client to take responsibility for evaluating the accuracy of any Output and the appropriateness of any Output for the Client’s use case. The Client understands and agrees that the Output may contain “hallucinations” and may be inaccurate, objectionable, inappropriate, or otherwise unsuited to the Client’s purpose and the Client agrees that Scope shall not be liable for any damages or losses that the Client or any third party alleges to incur as a result of or relating to any Output or other content generated by or accessed on or through the Scope Service.
The Client acknowledges and agrees that Scope does not provide any kind of professional, legal and/or compliance advice or recommendation, and that the Scope Service, and the content and information on the Scope Service and any Output, are not intended to (and do not) constitute any kind of professional, legal and/or compliance advice or recommendation.
INDEMNIFICATION
The Client shall indemnify and defend Scope and its affiliates from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer's fees) (including but not limited to all direct, indirect, or consequential losses) arising out of any claim brought by an Authorised User or any other third party relating to (i) the Client's use of and access to the Scope Service and/or Output in breach of the Agreement or applicable law (except to the extent caused by Scope's negligence), (ii) Scope’s use of the Client Data in accordance with this Agreement; and/or (iii) the Output.
Subject to clause 13.3, Scope shall indemnify and defend the Client from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) (including but not limited to all direct, indirect, or consequential losses) arising out of any third party claim brought against the Client that the Client’s use of the Scope Service in accordance with this Agreement infringes such third party’s rights, including – but not limited to – intellectual property rights.
Notwithstanding the any terms in the Agreement, Scope makes no representation or warranty as to the Output. The indemnity obligation set forth in clause 13.2 shall not apply to any claims arising from or related to the Client’s use of any Output.
If either party (the “Indemnifying Party”) is required to indemnify the other party (and also, in the case of Scope, its affiliates) (“Indemnified Party”) under this clause 13, the Indemnified Party shall:
promptly notify the Indemnifying in writing of any third party claim or allegation made against the Indemnified Party;
give the Indemnifying Party sole authority to defend or settle such claim as the Indemnifying Party considers appropriate;
not make any comment or admission, nor take any action that may adversely affect the Indemnifying Party’s ability to defend or settle such claim, or otherwise attempt to compromise or settle the claim, provided that the Indemnifying Party considers and defends any such claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute; and
provide the Indemnifying Party with such reasonable assistance as is required by the Indemnifying Party regarding any such claim.
LIMITATION OF LIABILITY
Subject to clause 14.2, neither party will be liable to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with the Agreement in conditions that fall into any of the following categories: loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover or reputation; loss (whether direct or indirect) of anticipated saving or wasted expenditure; loss of or damage to data; or any special, indirect or consequential damage or loss, costs or expenses.
Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by a party's negligence, or for fraud or fraudulent misrepresentation, or for any indemnity obligations under the Agreement.
In any case not covered by clause 14.1, each party’s total liability in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, arising under or in connection with the Agreement shall in all circumstances be limited to £10,000, or, in the case of events in the Trial Period giving rise to any claims, £100.
SUSPENSION AND TERMINATION
Without prejudice to any other rights and remedies available to Scope, Scope may terminate the Agreement by notice with immediate effect, or such notice as Scope may in its sole discretion elect to give, if the Client:
infringes Scope's intellectual property rights in the Scope Service;
is in breach of clauses 7.3 and/or 8.1
is in breach of any applicable law.
However, termination may only take place if the breach either cannot be remedied otherwise or is not remedied within thirty (30) days after receiving written notice requiring to remedy the breach and insofar as the nature and seriousness of the breach makes it unreasonable for Scope to maintain the Agreement.
Without prejudice to any other rights and remedies available to Scope, Scope may immediately suspend any User Account, and the Client's or any Authorised User's right to access and use the Scope Service without giving prior notice to the Client, if the Client is in material or persistent breach of any of the terms of the Agreement, and for the purposes of this clause 15.1, the parties acknowledge that any breach of clauses 7.3 and/or 8.1 will be a material breach of the Agreement.
Without prejudice to any other rights and remedies available to it, either party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other party, if that other party:
is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within thirty (30) days after receiving written notice requiring it to remedy the breach; or
is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
On expiry or termination of the Agreement for any reason, subject to any perpetual rights granted under the Agreement (which will continue after termination or expiry of the Agreement):
all rights and licenses granted under the Agreement shall immediately terminate and the Client's right to access and use, and grant Authorised Users the right to access and use the Scope Service will end; and
each party shall return to the other party or (at the other party's request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority).
Scope shall permit the Client to download any Client Data from the Scope Service for a period of twenty eight (28) days after the expiry or termination of the Agreement. Scope may thereafter:
delete any Client Data at any time;
retain Client Data upon expiry or termination of the Agreement in order to comply with applicable law, or as Scope may deem necessary to prosecute or defend any legal claim (in which case Scope may retain Client Data for a reasonable period of time pending resolution of such obligation or issue), and as otherwise for the purposes stated in clause 7.4,
in each case subject to the DPA.
Termination of the Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.
Any provision of the Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of the Agreement shall survive and continue in full force and effect.
COMPLIANCE WITH AI REGULATION
The parties are aware that AI models and AI applications may be subject to specific regulation in the future; this may apply both under the laws of the UK as well as the laws of the European Union. The Client may be subject to certain provider obligations if it acts as a service provider for its customers.
If the Client is subject to corresponding obligations, Scope shall support the Client in complying with these obligations and, in particular, provide the Client with all information from Scope's sphere that the Client requires in order to fulfil its obligations.
CHANGES TO THE DOCUMENTS
Other than as expressly set out in this Agreement, no variation to the Agreement will be effective unless agreed in writing and signed by the parties or their authorised representatives.
GENERAL
Written communications
Applicable laws may require that some of the information or communications that Scope sends to the Client should be in writing. When using the Scope Service, the Client accepts that communication with Scope will mainly be electronic. Scope will contact the Client by e-mail or provide the Client with information by posting notices on the Scope Service. For contractual purposes, the Client agrees to this electronic means of communication and the Client acknowledges that all contracts, notices, information and other communications that Scope provides to the Client electronically comply with any legal requirement that such communications be in writing.
Notices
All notices given by the Client to Scope must be submitted to info@getscope.ai. Scope may give notice to the Client at either the e-mail or postal address the Client provides to Scope, or any other way that Scope deems appropriate. Notice will be deemed received and properly served immediately at the latest when posted on the Scope Service or 24 hours after an e-mail is sent or three days after the date of posting of any letter.
Transfer of any rights and obligations
The Client may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Client's rights or obligations arising under the Agreement, without Scope's prior written consent. Scope may transfer, assign, charge, or otherwise deal in the Agreement, or any of its rights or obligations arising under the Agreement, without the Client's consent.
Events outside a party's control
Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party, governmental act, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this clause shall excuse the Client from any payment obligation under the Agreement.
Third party rights
Other than as expressly stated in the Agreement, a person who is not a party to the Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
Waiver
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
Severability
If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the Agreement shall not be prejudiced.
Entire agreement
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
Governing Law
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
Use data, grow revenue
Lorem ipsum dolor sit amet, consectetur adipiscing elit. Suspendisse varius enim in eros elementum tristique.