Legal

Subscription Services Agreement

The terms and conditions that govern use of the Glassray platform and the services we provide with it.

Last revised: September 10th, 2026

This Agreement is a legal agreement between PRIVASEE GROUP LTD (company number 11605442, trading as Glassray) whose registered office is located at 7 Bell Yard, WC2A 2JR, London, United Kingdom (Glassray, us or we), and you whose details are set out in:

(i)

a Work Order that expressly references this Agreement; or

(ii)

an Online Registration Form completed by you when signing up to a Subscription Plan or Free Trial Period (all as defined below), through https://www.glassray.ai (Website) or Platform (Customer or you).

The Platform is an AI quality platform for teams that run AI agents in production. It connects to the Customer’s AI systems, tracing tools and code repositories, ingests the traces those systems already produce, judges each run against a quality standard built from the Customer’s own preferences and instructions, surfaces the runs that deviate from that standard, alerts the Customer when quality slips below the agreed bar, and generates proposed fixes which the Customer may choose to apply to its own systems. Glassray makes its services available via its Services (as defined below).

Under this Agreement Glassray (i) licences you and, where applicable your Authorised Users (as defined below), to access and use the Platform and the documents made available to you by Glassray which describe the Platform and the user instructions for the Platform; and (ii) shall provide the Services, on the terms set out below. Glassray does not sell the Platform to you and Glassray remains the owner of the Platform and all intellectual property rights and other proprietary rights in the Platform at all times.

This Agreement consists of the following:

Any Work Order entered into by the parties or an Online Registration Form completed by the Customer

The General Terms and Conditions (including any Schedules) (General Terms and Conditions)

The Data Processing Agreement

In the event of any inconsistency between any of the documents listed above, unless expressly stated otherwise, a document which is higher in the list above will take precedence over a document which is lower in the list.

The parties have agreed to enter into this Agreement which sets out the terms upon which Glassray will (i) allow the Customer to use the Platform and (ii) provide the Services. The General Terms and Conditions will apply to all the Customer’s use of the Platform and receipt of the Services.

By (i) signing a Work Order (either physically or electronically); (ii) paying, or confirming acceptance in writing of, an invoice issued by Glassray that references this Agreement; or (iii) completing an Online Registration Form, you are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement you are not permitted to use the Platform and we are under no obligation to provide any Services to you.

General Terms and Conditions

The Customer’s attention is drawn in particular to Clause 7 (Fees), Clause 13 (Limitation of Liability) and Clause 17 (Variations).

1DEFINITIONS AND INTERPRETATION

1.1

The following definitions apply to this Agreement:

Authorised Users: means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
Business Day: a day other than a Saturday, Sunday or a public holiday in England.
Commencement Date: the date on which the Customer signs the Work Order, pays or confirms acceptance in writing of the invoice which forms the Work Order, or completes the Online Registration Form (as applicable), unless the Work Order states a later start date.
Confidential Information: means all confidential and proprietary information belonging to a disclosing party including (without limitation) any content, document, image or any information relating to the (i) the Services, (ii) the financial affairs, business, clients, suppliers or market opportunities of the disclosing party and (iii) the data, operations, processes, product information, know how, technical information or trade secrets of the disclosing party, in whatever medium (including oral, visual or electronic form) and including all confidential information identified at the time of disclosure or confirmed in writing as confidential, as well as any information that, due to the circumstances under which it is disclosed, a reasonable person would infer as being confidential.
Consultancy Services: means any consulting, implementation, training or other related services that Glassray has agreed to provide to the Customer, as set out in a Work Order.
Customer Data: all data generated within the Platform through the Customer’s and its Authorised Users’ use of the Services, including anything the Platform produces from the Customer Files, such as judgements, scores, alerts, reports and proposed changes to the Customer’s prompts, code or configuration.
Customer Files: any documents, databases, files, traces (the records of runs of the Customer’s AI systems, including their inputs, outputs, intermediate steps, tool calls and model calls), source code, prompts, configuration, credentials for third-party services and materials in any media provided by the Customer which the Customer and its Authorised Users provide to Glassray or upload or connect to via the Platform (including through the Software or any third-party service connected to the Platform).
Data Processing Agreement: means the Glassray Data Processing Agreement at https://www.glassray.ai/data-processing-agreement.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as may be replaced or amended together with any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time in the UK or as replaced or amended which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Documentation: means any document relating to the Platform and Services (including user guides, documentation and help and training materials) made available to the Customer by Glassray by any means, including online via the Platform.
Fees: means any fees payable by the Customer for the Services as described in the Work Order or, where the Customer completes an Online Registration Form, the fees displayed on the Website or in the Platform for the relevant Subscription Plan at the time of sign-up, and includes the recurring subscription fee and any charges for usage of third-party AI models.
Free Trial Period: means the period of time for a trial approved by Glassray (at its discretion) in writing from time to time.
Glassray Materials: any materials made available to the Customer either via the Services or Platform (excluding Customer Data or Customer Files) or as part of a Work Order (if applicable).
Initial Term: means the period specified in either the Work Order or the period selected as part of the Online Registration Form.
Normal Business Hours: 9.00 am to 5.00 pm GMT/BST, as appropriate, each Business Day.
Online Registration Form: the online registration form that may be completed by the Customer when signing up online to receive the Services whether this be for a Subscription Plan or Free Trial Period.
Renewal Term: means each successive period of time following the expiry of the Initial Term, equal in length to the Initial Term.
Services: means the subscription services to be provided by Glassray under this Agreement via the Platform including access to and use of the Platform, Software, Documentation and Support in order for the Customer to monitor, evaluate and improve the quality of its AI systems and any other services made available by Glassray including Consultancy Services.
Software: means the online software applications and tools (including any software development kit, libraries or integrations which the Customer installs to connect its AI systems to the Platform) made available by Glassray for Customers to use as part of the Platform and Services.
Subscription Plan: each subscription plan, whether free or paid, selected by the Customer as part of the Online Registration Form.
Support: means the support to be provided under Clause 4.4.
Term: means the term of this Agreement as set out in Clause 14.1.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Work Order: a Work Order that may be entered into by the parties (including an invoice or online checkout issued by Glassray which references this Agreement and which the Customer pays or confirms in writing), as the same may be updated or replaced by the parties from time to time.

1.2

Clause and Schedule headings shall not affect the interpretation of this Agreement.

1.3

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6

This Agreement shall be binding on, and inure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.7

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8

A reference to writing or written includes email.

1.9

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10

A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference of this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.

1.11

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.12

References to Clauses and Schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant Schedule to this Agreement.

2USE OF THE PLATFORM

2.1

Subject to the Customer making payment of any Fees in accordance with Clause 7, Glassray hereby grants to the Customer a non-exclusive, non-transferable right to permit its Authorised Users to access and use the Services during the Term solely for the Customer's internal business operations on the terms of this Agreement. The Customer may not allow anyone other than an Authorised User to use and access the Services and Platform.

2.2

The Customer will:

2.2.1

provide Glassray with all necessary co-operation in relation to this Agreement and all access to such information as may be required by Glassray in order to provide the Platform and Services;

2.2.2

comply with all applicable laws and regulations with respect to its activities under this Agreement, including to maintain all necessary licences, consents, and permissions necessary for it to use and access the Platform and Services;

2.2.3

be solely responsible for: (a) procuring and maintaining the network connections and telecommunications links to or from the Customer’s systems so as to be able to access the Platform; and (b) any problems, conditions, delays, delivery failures and all other loss or damage arising from the network connections and telecommunications links to or from to the Customer’s systems.

2.3

The Customer will not use the Platform to access, store, distribute or transmit any Viruses, or any material that:

2.3.1

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2

facilitates illegal activity;

2.3.3

depicts sexually explicit images;

2.3.4

promotes unlawful violence;

2.3.5

is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.3.6

is otherwise illegal or causes damage or injury to any person or property,

and Glassray reserves the right, without liability or prejudice to its other rights to the Customer, to remove and/or to disable the Customer’s access to any material that breaches the provisions of this Clause.

2.4

The Customer will not, except to the extent expressly permitted by this Agreement or by applicable law:

2.4.1

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

2.4.2

attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.

2.5

The Customer will not:

2.5.1

access or use all or any part of the Platform, Software and/or Documentation in order to: (a) build a product or service which competes with the Services; or (b) copy any ideas, features, functions or graphics of the Platform; or

2.5.2

use the Platform, Software and/or Documentation to provide services to third parties (other than in the normal course of its business); or

2.5.3

license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform, Software and/or Documentation available to any third party except the Authorised Users; or

2.5.4

attempt to obtain, or assist third parties in obtaining, access to the Platform, Software and/or Documentation, other than as provided under this Clause 2; or

2.5.5

introduce or permit the introduction of, any Virus into the Platform.

2.6

The Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, Software and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Glassray.

2.7

The Customer is responsible for ensuring that its network and systems and telecommunications links meet any hardware, operating system, browser and other technical requirements notified by Glassray which are necessary to properly use and access the Platform. Details of Glassray’s current minimum system requirements are available from Glassray on request.

2.8

If the Customer completes the Online Registration Form for a Free Trial Period, Glassray will make the Platform and Services available to the Customer on a trial basis free of charge for the duration of the Free Trial Period in accordance with the terms of this Agreement. Upon expiration of the Free Trial Period, access to the Platform and Services will automatically terminate unless the Customer signs up to a further Subscription Plan. At the end of the Free Trial Period, all Customer Data and Customer Files shall be permanently deleted in accordance with Clause 5.5.

2.9

The Customer acknowledges and agrees Glassray uses various technical measures to improve the accuracy of its outputs but that by its nature AI-enabled features may generate inaccurate or incomplete output. Customer acknowledges and agrees that it and/or its Authorised Users will evaluate all output for accuracy and completeness before relying on or otherwise using output for any function. This includes anything the Platform produces, in particular any proposed change to the Customer’s prompts, code or configuration. The Customer is solely responsible for deciding whether to apply any of it to its AI systems, for reviewing and testing it before deployment, and for the consequences of doing so. Glassray will not change the Customer’s production systems itself unless the Customer approves the change.

2.10

The Services depend on the Customer connecting third-party services (such as its tracing tool, source-control system, messaging tool and AI model providers) to the Platform. The Customer is responsible for its own agreements with the providers of those services and for ensuring that giving Glassray access to them, and to the data held in them, is permitted. Glassray is not responsible for the availability, performance or security of any such service, or for any change to it which affects the Services.

3AUTHORISED USERS

3.1

Glassray will ensure that any user credentials (which may include usernames and passwords or other authentication information) necessary for the Customer and its Authorised Users to access the Platform are issued to Authorised Users.

3.2

The Customer will be responsible and liable for all use of the Platform by its Authorised Users (including any misuse of the Platform via its account) and undertakes to ensure that:

3.2.1

each Authorised User keeps confidential and secure the password and/or other authentication information assigned to him or her for his or her use of the Platform and Documentation;

3.2.2

each Authorised User uses and accesses the Platform in compliance with the terms of this Agreement.

4AVAILABILITY, SUPPORT AND SET-UP

4.1

Glassray will, during the Term, provide the Services (including access to the Platform) and make available the Documentation to the Customer on and subject to the terms of this Agreement.

4.2

Glassray will, during the Term, use commercially reasonable endeavours to maintain availability of the Services 24 hours a day, seven days a week, excluding due to:

4.2.1

planned maintenance outside Normal Business Hours;

4.2.2

unscheduled maintenance;

4.2.3

any action or omission of the Customer (including of its Authorised Users);

4.2.4

data quarantined due to Virus infection; or

4.2.5

interruption relating to or network or internet connections.

4.3

Glassray will aim to carry out all maintenance outside Normal Business Hours as far as possible. If it is necessary to carry out planned maintenance during Normal Business Hours, Glassray will notify the Customer in advance. If it is necessary to carry out unscheduled maintenance during Normal Business Hours, Glassray will notify the Customer as soon reasonably possible.

4.4

As part of the Services, Glassray will provide the Customer with Glassray’s standard support services for the Services during Normal Business Hours at no additional cost through the channels stated in the Work Order. This will include trouble-shooting, error correction and technical assistance.

4.5

Glassray may update the Services from time to time to correct any errors or add new functionality. Glassray will ensure that no maintenance update or new version will adversely affect the existing facilities or functionality of the Services. If it is necessary for Glassray to remove any affected functionality in order to mitigate against a Virus, Glassray will inform the Customer in writing as soon as possible and will take all reasonable steps to restore functionality as soon as possible.

4.6

Glassray will perform any Consultancy Services as referred to in the Work Order. Consultancy Services will be provided subject to the terms set out in Clause 9.

5CUSTOMER FILES AND CUSTOMER DATA

5.1

The Customer shall own all rights, title and interest in and to the contents of Customer Files and Customer Data. Where the Customer or its Authorised Users upload or otherwise make available the contents of its Customer Files to Glassray via the Platform, the Customer shall have sole responsibility for: (i) the legality, reliability, integrity, accuracy and quality of all data comprising the Customer Files; and (ii) ensuring that it has all necessary rights and licences to upload or otherwise make available the contents of its Customer Files to Glassray, including in respect of any end-user content, personal data or third-party data contained in traces.

5.2

The Customer acknowledges that Glassray will, as part of the Services, have access to Customer Files and Customer Data as follows:

5.2.1

Glassray will have access to the contents (including any personal data) of the traces, source code, prompts, configuration and other Customer Files which the Customer sends to the Platform through the Software or makes available through a third-party service. Glassray will use this access to ingest and store traces, to produce the judgements, alerts, reports and proposed changes which make up the Services and to provide any deliverables set out in the Work Order. Glassray’s access to the Customer’s code repositories is read-only and is used only to understand the Customer’s AI systems and to prepare proposed changes; Glassray will not commit changes to those repositories unless the Customer approves the change.

5.2.2

as part of the provision of the Services, Glassray will store Customer Data generated by the Customer’s use of the Platform and Services. Customer Data will consist of the copies of traces stored within the Platform and everything the Platform produces from them. Traces will be retained within the Platform for the retention period set out in the Work Order or the Documentation, after which Glassray may delete them. This Customer Data will be accessible by the Customer and its Authorised Users via the dashboard within the Platform; and

5.2.3

Glassray will need to store a limited amount of personal data comprised in Customer Files on a continual basis in order to judge the Customer’s AI systems consistently over time. Glassray will only use such stored personal data to the extent necessary to properly provide the Services to the Customer during the Term and will at all time treat such personal data strictly in accordance with its obligations under Clause 6, including to store such personal data securely at all times and to delete it from its systems on termination of this Agreement. Customer acknowledges that Glassray may continue to store data derived from the Customer’s use of the Service after termination or expiry of this Agreement provided that such data has been fully anonymised and no longer represents personal data.

5.3

The Customer grants Glassray a worldwide, non-exclusive, royalty-free licence to access, use, host, copy, distribute, display and transmit the Customer Files and Customer Data solely for the purpose of providing the Services during the Term. Other than this limited licence, Glassray acquires no title, right or interest from the Customer or its Authorised Users in or to any Customer Files or Customer Data.

5.4

Other than as referred to in Clause 5.2.2, Glassray will not provide any hosted data storage of Customer Files or Customer Data. Glassray will not be responsible for any loss or destruction of data contained in any Customer Files which Authorised Users upload or connect to via the Platform and the Customer acknowledges that it is solely responsible for backing up all Customer Files before it connects to or uploads such files or documents to the Platform. In the event of any loss or damage to Customer Data which is generated from the Customer’s use of the Platform and Services and stored within the Platform, the Customer’s sole and exclusive remedy against Glassray shall be for Glassray to use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up maintained by Glassray.

5.5

After termination of this Agreement, Glassray will have no obligation to maintain or provide any Customer Data and will delete or destroy any copies of such reports or other data or materials stored within the Platform environment after one (1) month from the date of termination. It is the responsibility of the Customer to ensure that it has exported all Customer Data from the Services prior to such deletion.

6DATA PROTECTION

6.1

Each party shall comply with its obligations under the Data Protection Legislation. The parties agree that the terms of the Data Processing Agreement are incorporated by reference into this Agreement and shall govern Glassray’s processing of any personal data on behalf of the Customer.

7FEES

7.1

In consideration of the provision of the Services, the Customer will pay the recurring subscription fee stated in the Work Order monthly in advance (or annually in advance, where the Work Order so provides), together with any charges for usage of third-party AI models. The first payment is made on or before the Commencement Date; each later fee falls due on the same day of each following month (or on each anniversary, for annual payment) and is collected or invoiced in accordance with Clause 7.4.

7.2

Glassray may review its Fees up to two times in any 12-month period and will give the Customer at least 45 days’ written notice of any increase in its Fees. If the Customer does not wish to accept an increase notified under this Clause, the Customer may terminate the Agreement by giving at least 30 days’ written notice to expire before the increase is due to take effect. If the Customer does not notify Glassray that it wishes to terminate this Agreement in accordance with this Clause, it will be deemed to have accepted the increase to the Fees.

7.3

Where the Customer enters into a Work Order, Glassray will invoice the Customer for the amounts and according to the timescales set out in the Work Order or any notice given under Clause 7.2. Any additional Services requested and provided during the Term may be invoiced separately.

7.4

Where the Customer has provided a card or direct debit mandate, Glassray will charge it through a third-party payment processor on the date each fee falls due under Clause 7.1 or, for an Online Registration Form, at the point the Customer completes it and on the same day of each following month (or on each anniversary, for an annual Subscription Plan). Where no payment method is on file, Glassray will issue an invoice, payable within fourteen (14) days in accordance with Clause 7.5. By providing a payment method or paying through the payment processor, the Customer agrees:

7.4.1

to comply with the payment processor’s terms of service (for Stripe, at www.stripe.com);

7.4.2

that Glassray is not responsible for any issues, errors, or losses arising from the payment processor’s services, including payment failures, unauthorised transactions, or delays in processing;

7.4.3

it is the Customer’s sole responsibility to ensure that all payment information provided is accurate, complete, valid, and kept up to date. Glassray shall not be liable for any failure to process payments due to inaccurate or out-of-date payment details provided by the Customer.

7.5

Unless otherwise expressly agreed to in writing by Glassray, any invoices issued by Glassray will be due within fourteen (14) days from date of invoice. All amounts and Fees stated or referred to in this Agreement are: (a) payable in pounds sterling (unless expressly stated otherwise) to Glassray’s nominated bank account (unless expressly stated otherwise); (b) exclusive of VAT (which will be added to Glassray’s invoice(s) at the appropriate rate); and (c) non-cancellable and non-refundable (except as set out in Clause 7.9 and Clause 14.8).

7.6

If Glassray has not received payment of any Fees by the due date for payment (including where a charge to the Customer’s payment method fails), without prejudice to any other rights and remedies of Glassray: (a) Glassray may, without liability to the Customer, disable the Customer's, account and access to all or part of the Services (together with the password relating to any Authorised User) and Glassray will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest will accrue on a daily basis on such due amounts at an annual rate of 4% above the Bank of England base lending rate from the due date until paid.

7.7

The Services use third-party AI models. In each month of the Term Glassray will bear the cost of that model usage up to the monthly allowance, if any, stated in the Work Order, valued at the model provider’s published rates. Any allowance does not roll over between months. Model usage above the allowance (or all model usage, where the Work Order states no allowance) is charged to the Customer as follows:

7.7.1

where the Customer has given Glassray API keys for the Customer’s own account with the model provider, the model provider charges that usage to the Customer directly under the Customer’s own agreement with it, and Glassray charges the Customer a service fee on that usage at the rate stated in the Work Order; and

7.7.2

otherwise, Glassray charges the Customer the value of that usage at the model provider’s published rates plus a service fee at the rate stated in the Work Order.

7.8

Charges for model usage are payable in advance, in the amounts and in the manner set out in the Work Order. Any pre-paid balance or credits may be used only to pay charges under this Agreement; they are non-refundable and non-transferable, have no monetary value and are not a deposit or stored-value account, except as set out in Clause 14.8 or where the law requires otherwise; and they expire twelve (12) months after purchase or on termination of this Agreement, whichever is earlier, subject to Clause 14.8. If the balance is exhausted, Glassray may suspend any part of the Services that would incur further charges until it is topped up.

7.9

Where the Work Order grants the Customer a money-back guarantee, the Customer may terminate this Agreement by written notice to Glassray at any time within the guarantee period stated in the Work Order, counted from the Commencement Date unless the Work Order says otherwise. This Agreement then terminates on the date of that notice (or on any later date within the guarantee period which the notice specifies). Within thirty (30) days of termination Glassray will refund the recurring subscription fees the Customer has paid under this Agreement, less the cost of usage of third-party AI models which Glassray has incurred in providing the Services to the Customer, whether or not within any allowance stated in the Work Order, valued at the model providers’ published rates as recorded by Glassray, and no refund is due where that cost equals or exceeds those fees. Charges the Customer has paid for its own usage of third-party AI models, any pre-paid balance or credits, and fees for Consultancy Services priced separately in the Work Order are not refundable. The guarantee is available once only to each Customer.

8WARRANTIES

8.1

Glassray warrants as follows:

8.1.1

it will provide the Services with all reasonable care and skill and in accordance with current best practice within Glassray’s industry;

8.1.2

the Platform and Services will conform substantially with any written description or specification provided by Glassray to the Customer;

8.1.3

it has used all reasonable endeavours and taken all reasonable steps to check the Platform and Software for any Virus and to provide it free from such Virus;

8.1.4

it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

8.2

If the Platform does not conform with the warranties in Clause 8.1, Glassray shall use reasonable commercial endeavours to correct any non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. If Glassray is unable to provide either of these solutions within a period of 90 days from notification of the non-conformance, the Customer shall be entitled to terminate the Agreement by immediate written notice. Such correction or remedy constitutes the Customer’s sole and exclusive remedy for breach of the warranties in relation to the Platform.

8.3

Glassray does not warrant that the Services will detect every failure, deviation or defect in the Customer’s AI systems, that the Platform’s judgements reflect every preference of the Customer or of its end customers, or that applying any proposed change will improve the quality, cost or latency of the Customer’s AI systems. The Customer acknowledges that the Services support, and do not replace, its own testing and quality assurance, and that it remains solely responsible for the operation of its AI systems and for what it puts in front of its own customers.

8.4

Glassray does not warrant that the Customer’s use of the Platform will be uninterrupted or will be free from minor non-critical faults or errors which do not materially affect the functionality of the Platform, provided that Glassray shall fix any faults and errors which it is obliged to as part of the Support.

8.5

The warranties given at Clause 8.1 above shall not apply to any non-conformance which is caused by the use of the Platform or Services contrary to Glassray’s instructions, or due to any modification or alteration of the Platform by any party other than Glassray or its authorised contractors.

8.6

Glassray shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the Services or the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform and Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.7

Glassray shall operate the Platform and provide the Services using infrastructure, software and services as selected by Glassray. Such specification is subject to change at any time at Glassray’s sole discretion provided this does not have a material detrimental effect on the delivery of the Services.

9CONSULTANCY SERVICES

9.1

To the extent that Glassray provides any Consultancy Services, Glassray warrants as follows:

9.1.1

it shall provide the Consultancy Services using suitably experienced, qualified and trained personnel;

9.1.2

it shall use its reasonable endeavours to ensure that key resources and personnel allocated to the Consultancy Services maintain their involvement in and throughout delivery of the Consultancy Services; and

9.1.3

it shall provide the Consultancy Services in accordance with all health and safety rules and any reasonable security requirements notified in writing to Glassray that apply at any site where Consultancy Services are to be performed.

9.2

Glassray shall notify the Customer immediately if it anticipates that completion of any of the Consultancy Services might not be achieved within the time specified.

9.3

In the event of any failure or delay by the Customer which means that Glassray is unable to complete the Consultancy Services as planned, Glassray reserves the right to charge the Customer any additional costs it incurs in delivering the Consultancy Services. Glassray shall notify any such additional costs to the Customer in writing which shall be payable by the Customer in accordance with Clause 7.5.

10INTELLECTUAL PROPERTY

10.1

The Customer acknowledges and agrees that Glassray and/or its licensors own all intellectual property rights in the Platform (as may be updated from time to time by Glassray), the Services and the Glassray Materials. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform, the Services or the Glassray Materials.

10.2

Glassray confirms that it has all the rights in relation to the Services, Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10.3

For the avoidance of doubt: (a) the Customer retains all rights in its AI systems, source code, prompts and Customer Files; (b) the Customer owns the Customer Data, including any proposed change the Platform produces, and may apply it to its own systems without restriction; and (c) Glassray retains all rights in the Platform, the Software and the failure modes, judging methods, models, prompts and know-how used to provide the Services, including any improvement to them made in the course of providing the Services to the Customer.

11INDEMNITIES

11.1

The Customer shall defend, indemnify and hold harmless Glassray against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) any use by the Customer and/or its Authorised Users of the Platform or Services in breach of the terms of this Agreement, or (ii) any claim alleging that the Customer is not lawfully entitled to transfer relevant personal data, traces, source code or access to third-party services to Glassray in order to make the Services available.

11.2

The Customer shall promptly notify Glassray if it becomes aware of any claim that its use of the Platform or Services infringes the rights of any third party. Glassray shall defend the Customer against any such claim and shall indemnify the Customer against any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

11.2.1

Glassray is given prompt notice of any such claim;

11.2.2

the Customer provides reasonable co-operation to Glassray in the defence and settlement of such claim, at Glassray’s expense;

11.2.3

the Customer immediately ceases and ensures that its Authorised Users cease to use the Platform; and

11.2.4

Glassray is given sole authority to defend or settle the claim.

11.3

In the defence or settlement of any claim, Glassray may procure the right for the Customer to continue using the Platform, replace or modify the Platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on immediate written notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

11.4

Glassray’s indemnification obligations under Clause 11.2 do not cover third-party claims arising from:

11.4.1

a modification of the Platform or Software by anyone other than Glassray;

11.4.2

the Customer’s use of the Platform or Software in a manner contrary to the instructions given by Glassray or in breach of the terms of this Agreement;

11.4.3

the Customer’s use of the Platform or Software in combination with any software or products which have not been approved by Glassray; or

11.4.4

the Customer’s use of the Platform or Software after notice of the alleged or actual infringement from Glassray or any appropriate authority.

12CONFIDENTIALITY

12.1

Each party acknowledges that it may receive or be given access to Confidential Information of the other party in performance of its obligations or exercise of its rights under this Agreement. Neither party shall disclose any Confidential Information belonging to and received from the other to any third party or use any such Confidential Information for any purpose other than as necessary for the purposes of this Agreement. This obligation shall not apply to Confidential Information which is: (i) in the public domain other than due to a breach of an obligation of confidence; (ii) known to both parties prior to disclosure; or (iii) required to be disclosed by law.

12.2

Each party will protect the other party’s Confidential Information from unauthorised disclosure and use with the same degree of care that party uses to protect its own like information, but in no event less than a reasonable degree of care.

12.3

Neither party will disclose or circulate the other party’s Confidential Information within its own organisation except to those employees, agents, sub-contractors or consultants who need to know such information in connection with the performance of this Agreement and then only subject to confidentiality obligations with terms no less restrictive than as set out in this Clause 12.

12.4

The Customer acknowledges that details of the Platform, the Services, the Documentation and the pricing under this Agreement constitute Glassray's Confidential Information and may not be used by the Customer other than as authorised under this Agreement.

12.5

The Customer agrees that Glassray shall be entitled to:

12.5.1

include the Customer’s name and logo on its website and materials in order to publicise and describe its business; and

12.5.2

collect, aggregate, and anonymize data derived from the Customer’s use of the Services, including but not limited to usage data, performance metrics, and other operational insights (Aggregated Data). Aggregated Data shall not contain any personal data or other data that could reasonably identify Customer or any Authorised User. Glassray may use Aggregated Data for the purpose of improving the Services, delivering insights, and for marketing and other business purposes.

12.6

This Clause 12 shall survive any termination of this Agreement and each party shall promptly action any requests from the other to securely destroy or return Confidential Information in its possession or under its control as appropriate and to certify in writing to the other that it has done so.

13LIMITATION OF LIABILITY

13.1

This Clause 13 sets out the entire financial liability of the parties (including any liability for the acts or omissions of employees, agents and sub-contractors) to the other: (a) arising under or in connection with this Agreement; (b) in respect of any use made by Customer, and/or any Authorised User of the Services and Documentation or any part of them; and (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

13.2

Nothing in this Agreement excludes the liability of either party:

13.2.1

for death or personal injury caused by that party’s negligence;

13.2.2

for fraud or fraudulent misrepresentation; or

13.2.3

for any other matter which cannot be limited or excluded by law.

13.3

Except as expressly and specifically provided in this Agreement:

13.3.1

the Customer assumes sole responsibility for results obtained from the use of the Services and Platform and for the conclusions drawn from such use. Glassray shall have no liability for any damage caused by errors or omissions in any information, materials, content or instructions provided to Glassray by the Customer or generated through the Customer’s use of the Services (including any proposed change which the Customer chooses to apply), or any actions taken by Glassray at the Customer’s direction;

13.3.2

the Services, Platform and the Glassray Materials are provided to the Customer on an "as is" basis; and

13.3.3

all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

13.4

Neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, revenue, business, goodwill and/or similar losses or loss or corruption of data or information, pure economic loss, or for any special, or indirect loss, costs, damages, charges or expenses however arising under this Agreement.

13.5

Each party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement shall be limited as follows:

13.5.1

each party’s total aggregate liability in respect of breach of confidentiality or under the indemnities in Clause 11 shall be limited to £1 million; and

13.5.2

each party’s total aggregate liability in respect of any other loss shall be limited to the aggregate Fees payable by the Customer during the 12 months immediately preceding the date on which the claim arose.

14TERM AND TERMINATION

14.1

This Agreement shall, subject to Clause 14.2, commence on the Commencement Date and shall continue for the Initial Term and thereafter shall automatically renew for successive Renewal Terms unless either party gives at least thirty (30) days' written notice to the other party, such notice to take effect at the end of the Initial Term or any Renewal Term.

14.2

Where the Customer has selected a Free Trial Period, this Agreement shall terminate automatically without notice at the end of the Free Trial Period unless before expiry of the Free Trial Period the Customer agrees to a Subscription Plan in which event the date of agreement shall be the Commencement Date of the Initial Term.

14.3

The parties may terminate this Agreement as follows:

14.3.1

either party may terminate this Agreement by giving at least thirty (30) days’ written notice, such notice to take effect at the end of the Initial Term or any Renewal Term;

14.3.2

the Customer may terminate the Agreement as set out in Clause 7.2; and

14.3.3

the Customer may terminate this Agreement under any money-back guarantee granted in the Work Order, as set out in Clause 7.9.

14.4

Glassray may terminate this Agreement, in whole or in part, with immediate effect by giving written notice to the Customer if any licence on which Glassray relies to provide the Services is revoked or expires and Glassray is unable to provide the Services by an alternative means.

14.5

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

14.5.1

the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

14.5.2

the other party commits a material breach of any other term of this Agreement which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 30 days after being notified in writing to do so;

14.5.3

the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; and/or

14.5.4

the other party passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect or becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors or has a liquidator, receiver, administrator, trustee or similar officer appointed over any or all of its assets or ceases, or threatens to cease, to carry on business.

14.6

Glassray may suspend the Customer’s access to the Services at any time with immediate effect in the following circumstances:

14.6.1

if the Customer fails to pay any invoice by the due date;

14.6.2

if the Customer’s use of the Services (including any use by its Authorised Users) violates any applicable laws; or

14.6.3

if the Customer’s use of the Services (including any use by its Authorised Users) breaches any of the terms of this Agreement.

For the avoidance of doubt, the Customer will remain liable to pay any Fees due during the period of the suspension.

14.7

On termination of this Agreement for any reason:

14.7.1

all rights and authorisations granted under this Agreement shall immediately terminate and the Customer shall cease to use the Services and Platform;

14.7.2

the Customer shall immediately pay to Glassray any outstanding invoices and Glassray shall invoice the Customer in respect of any Services which have been provided but not previously invoiced, such invoice shall be payable immediately on receipt.

14.7.3

the Customer shall return or delete (at Glassray’s option) any Glassray Materials and other items (and all copies of them) that were provided to it by Glassray and make no further use of the Platform, Software or Documentation;

14.7.4

Glassray will immediately delete any stored personal data from Customer Files in accordance with Clause 5.2.3 and may destroy or otherwise dispose of Customer Data in its possession in accordance with Clause 5.5; and

14.7.5

any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

14.8

If the Customer terminates this Agreement under Clause 8.2, or if Glassray terminates this Agreement under Clause 14.4, Glassray will refund to the Customer within thirty (30) days of termination: (a) on a pro rata basis, any Fees the Customer has paid for Services that have not been provided at the date of termination; and (b) the unused part of any pre-paid balance or credits, being the amount paid for them less the value of model usage already charged against them. Charges for model usage already incurred are not refundable. Where the Customer terminates this Agreement under Clause 7.9, the refund is as set out in that Clause and this Clause 14.8 does not apply.

14.9

In addition to those provisions which by their nature are intended to survive any termination of this Agreement, Clauses 5, 6, 8, 10, 11, 12, 13, 14, 16 and 17 of this Agreement shall survive such termination or expiration.

15FORCE MAJEURE

15.1

Glassray shall have no liability to the Customer if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events or omissions beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Glassray or any other party), failure of a service, transport, telecommunications or internet network, act of God, epidemic or pandemic, war, riot, civil commotion, malicious damage, terrorism (or threats thereof), compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event.

16NON-SOLICITATION

16.1

The Customer undertakes that, during the Term and for twelve months after termination of this Agreement, it will not, without the prior written consent of Glassray, solicit or entice away from Glassray or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Glassray in relation to the provision of the Services.

16.2

Any consent given by Glassray in accordance with Clause 16.1 shall be subject to the Customer paying to Glassray a sum equivalent to 50% of the then current annual remuneration of Glassray’s employee, consultant or subcontractor.

17VARIATIONS

17.1

Except as set out in Clause 7.2 and Clause 17.2, no variation of this Agreement shall be effective unless it is in writing and signed by the parties.

17.2

Glassray may modify the General Terms and Conditions from time to time. Glassray will notify the Customer of any change to the General Terms and Conditions by email or by in-app notification. If the Customer does not agree to any material changes, the Customer may terminate the Agreement by providing written notice within 30 days of the changes taking effect.

18GENERAL

18.1

No failure or delay to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18.2

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18.3

If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

18.4

This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.5

Each party agrees that it 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

18.6

Subject to Clause 18.7, neither party may without the prior written consent of the other, assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement (such consent not to be unreasonably withheld or delayed).

18.7

Glassray may:

18.7.1

sub-contract the provision of the Services provided that Glassray shall be liable for the acts and/or omissions of its subcontractors as if they were Glassray’s acts and/or omissions; and

18.7.2

assign its rights under this Agreement to any person to which it transfers its business, provided that the assignee undertakes in writing to the Customer to be bound by Glassray’s obligations under this Agreement.

18.8

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

18.9

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise either party to make or enter into any commitments for or on behalf of any other party.

18.10

Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by first-class post or recorded delivery or by email to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes. A notice delivered by hand or email shall be deemed to have been received when delivered, or if delivery is not in business hours, at 9 am on the first business day following delivery (provided that, in the case of email, the sender has not been notified that the email failed to be delivered). A correctly addressed notice sent by pre-paid first-class post or recorded delivery shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. This Clause does not apply to the service of any proceedings or any documents in any legal action.

19GOVERNING LAW AND JURISDICTION

19.1

This Agreement shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any matter arising out of or in connection with this Agreement.