Customer Terms (Master Services Agreement)

Metadat-AI Customer Terms

Version 2.2 | October 2026 | www.metadat-ai.com/legal/customer-terms

METADAT-AI LTD (company number 17486598), 17 Cowdenbeath Path, London N1 0LE

How these terms work. These Customer Terms are the contract between METADAT-AI LTD ("Metadat-AI") and each business customer of the Metadat-AI Platform, whether the customer buys directly from Metadat-AI or through an authorised reseller. They become binding when the Customer signs an Order Form (direct customers) or a Reseller Customer Order Form (reseller customers) that incorporates them. The version published on the date of that Order Form applies to it, and a later version applies only from a renewal, as set out in clause 21.2. The Services are supplied for business use only and are not offered to consumers.

Interpretation and order of precedence
1. Definitions. Capitalised terms have the meanings given in Part 1 of the Master Definitions Schedule published at www.metadat-ai.com/legal/definitions (the "MDS"). In addition, in these Customer Terms:
  1. Agreement: the agreement between Metadat-AI and the Customer formed under clause 2.1, consisting of each Order Form, these Customer Terms, any Statement of Work and the Incorporated Documents;
  2. Beta Feature: any feature, model or API endpoint that Metadat-AI designates as beta, preview, experimental or early access;
  3. Data Act: Regulation (EU) 2023/2854 (the EU Data Act);
  4. Direct Customer: a Customer that signs an Order Form with Metadat-AI rather than a Reseller Customer Order Form;
  5. EU Customer: a Customer to which Chapter VI of the Data Act applies in respect of the Services;
  6. Fees: the fees for the Services stated in the Order Form (taken from the Price Book or a Quote) or, where not stated there, in the Price Book;
  7. Feedback: suggestions, ideas, enhancement requests or other feedback about the Services;
  8. Incorporated Documents: the documents listed in the Schedule, in the versions that apply under clause 21;
  9. Order Form: an order form for the Services signed by the Customer and Metadat-AI, or a Reseller Customer Order Form;
  10. Passive Recipient: a person who receives AI Outputs through the Customer's own systems or a third-party system (such as a media asset management system) without accessing the Software;
  11. Reseller: a reseller authorised by Metadat-AI under a reseller agreement;
  12. Standard Legal Terms: Metadat-AI's Standard Legal Terms published at www.metadat-ai.com/legal/standard-terms;
  13. Subscription Term: the initial subscription period stated in the Order Form and each renewal period; and
  14. Usage Data: data about the use and performance of the Services (such as processing volumes, job completion rates, latency, error rates and model performance indicators) that does not identify the Customer or any individual.
2. Interpretation. The interpretation rules in the MDS apply. Headings do not affect interpretation. References to clauses are to clauses of these Customer Terms.
3. Fixed documents. The Standard Legal Terms and the MDS apply in the version published on the date of the Order Form or, where a later version of these Customer Terms applies under clause 21.2, in the version published on the date that later version starts to apply.
4. Order of precedence. If documents forming the Agreement conflict, the order of precedence in the Schedule applies. Any purchase order, procurement terms or other terms of the Customer do not form part of the Agreement, even if referred to in an Order Form or accepted by conduct, and are rejected.
Formation, term and renewal
1. Formation. For a Direct Customer, the Agreement is formed when both parties have signed the Order Form. For a Reseller Customer Order Form, the Customer's signed form is its offer to Metadat-AI, and the Agreement is formed when Metadat-AI accepts it, which it may do by providing access to the Platform or issuing access credentials. Each later Order Form forms part of the same Agreement and has its own Subscription Term.
2. Reseller channel. Where the Customer obtains the Services through a Reseller:
  1. the Agreement is a direct contract between Metadat-AI and the Customer covering the licence, use restrictions, AI Outputs, data, intellectual property, liability and suspension;
  2. the Customer pays the Reseller under the Customer's own contract with the Reseller, Metadat-AI activates Standard Bundles and Bolt-ons (and each renewal of them) once the Reseller has paid Metadat-AI for them, and clause 11 does not apply unless the Customer also signs a Statement of Work or Order Form directly with Metadat-AI;
  3. the Reseller is not Metadat-AI's agent and cannot vary these Customer Terms or make any commitment on Metadat-AI's behalf;
  4. any refund or credit that Metadat-AI owes under the Agreement is limited to the amounts Metadat-AI has received for the Customer's subscription, and Metadat-AI may pay it to the Reseller to account to the Customer; and
  5. if the Reseller's right to supply the Services ends, or the Reseller does not pay Metadat-AI for the Customer's subscription, Metadat-AI may offer to supply the Services to the Customer directly on Metadat-AI's then-current terms and, if the Customer does not accept that offer within 30 days, may terminate the Agreement on written notice.
3. Term. The Agreement continues until every Subscription Term has ended, unless terminated earlier under clause 19 or clause 20.3.
4. Renewal. Each Subscription Term renews as stated in the Order Form. If the Order Form is silent, the Subscription Term does not renew automatically and ends at the end of its term unless the parties agree a renewal in writing.
5. Committed term. The Customer may not terminate a Subscription Term for convenience. If the Customer stops using the Services, or purports to terminate other than as the Agreement permits, the Fees for the rest of the then-current Subscription Term remain payable.
6. Trials. Where Metadat-AI makes the Services available on a trial, evaluation, pilot or proof-of-concept basis (a "Trial"): the Demonstration and Trial Policy applies; the Trial is for the Customer's internal evaluation only and lasts no more than 30 days unless Metadat-AI agrees otherwise in writing; Customer Content used in a Trial must not include real personal data unless Metadat-AI agrees in writing and the permissions required by the DPA (and, for Biometric Data, the Biometric Addendum) are in place; Trials currently run in Metadat-AI's development, demonstration and trial environment at its London office, which is never used for production; the Trial is provided as is, without any warranty, support or service levels; Metadat-AI may end the Trial at any time on notice; and Metadat-AI's total liability for all claims relating to a Trial is £1,000.
Licence and Authorised Users
1. Licence. Subject to the Customer complying with the Agreement (and, for a Direct Customer, paying the Fees), Metadat-AI grants the Customer a non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to access and use the Software (limited to the Licensed Models and Bolt-ons stated in the Order Form) and the Documentation for the Permitted Purpose, in accordance with the Documentation and within the limits in the Order Form.
2. Passive Recipients. The Permitted Purpose includes making AI Outputs available to Passive Recipients as part of the Customer's own business operations, provided that the Customer: (a) has all rights and lawful bases needed to do so; (b) ensures that Passive Recipients use AI Outputs only on terms consistent with the Agreement and the AUP and receive no wider rights than the Customer has; and (c) is responsible for the acts and omissions of Passive Recipients in connection with AI Outputs as if they were its own.
3. Authorised Users. Only Authorised Users may access the Software, up to the number stated in the Order Form. The Customer accepts the End User Licence Agreement (www.metadat-ai.com/legal/eua) on behalf of its Authorised Users and must make each of them aware of it before first access. The Software may also ask each Authorised User to accept it. Login credentials are personal to one Authorised User and must not be shared. The Customer is responsible for the acts and omissions of its Authorised Users, and of anyone else who accesses the Services through its accounts, as if they were its own.
4. API. Use of Metadat-AI's application programming interfaces is also subject to the API Terms of Use.
5. Beta Features. Beta Features are optional, are provided as is and as available, are excluded from the SLA, and may be changed or withdrawn at any time without notice or liability.
6. Reservation of rights. All rights not expressly granted in the Agreement are reserved to Metadat-AI and its licensors, and no licence is implied. Each licence granted to the Customer ends automatically when the Agreement (or, for Services under a particular Order Form, the relevant Subscription Term) ends.
Restrictions
1. Acceptable use. The Customer must comply, and must ensure that its Authorised Users and Passive Recipients comply, with the AUP, which sets out the prohibited uses of the Services and AI Outputs (including the Prohibited Purposes). A breach of the AUP is a material breach of the Agreement.
2. Contract restrictions. Except as expressly permitted by the Agreement, or by law that cannot be excluded by contract (including sections 50A to 50C and 296A of the Copyright, Designs and Patents Act 1988), the Customer must not, and must ensure that no person acting for it does:
  1. copy, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works of the Software, or remove or alter any proprietary notice in it;
  2. sell, resell, sublicense, rent, lease, distribute or otherwise make the Software available to any third party, or use it to provide services to third parties on a bureau or outsourcing basis, other than by making AI Outputs available to Passive Recipients under clause 3.2;
  3. access the Software other than through its user interfaces and documented APIs and within published rate limits, or crawl, scrape, index or browse its underlying files, directory structure, source code, model weights or inference endpoints;
  4. attempt to identify, extract, replicate or reconstruct any model, model weights, architecture, training data, algorithm or trade secret of Metadat-AI, whether by systematic probing, inference attacks, prompt injection or any other method (a "Model Extraction Attempt"); any AI Output generated in whole or in part by a Model Extraction Attempt falls outside the licence;
  5. use the Services or any AI Output to train, fine-tune, benchmark or develop any AI model or machine learning system outside the Platform, or to build or improve any product or service that competes with the Services;
  6. publish or disclose to any third party any benchmark, evaluation or comparative test of the Services or AI Outputs, or use the results commercially, without Metadat-AI's prior written consent (testing solely for the Customer's own operational purposes is permitted if no results are disclosed);
  7. exceed the Authorised User numbers, processing volumes, rate limits or other limits in the Order Form, the Price Book or the Documentation; or
  8. circumvent any security measure, access control, metering mechanism or usage limit.
3. Compliance checks. Metadat-AI may, on reasonable written notice and no more than once in any 12 months (or at any time if it reasonably suspects a material breach), verify the Customer's compliance with the Agreement, including the volume and manner of processing and the use of AI Outputs. The Customer must co-operate and give reasonable access to relevant records. Any use above the Customer's entitlement is chargeable at the PAYG Rate (for video) or, for other usage, at the Price Book price or the price in a Quote.
Customer responsibilities and Customer Content
1. Customer responsibilities. The Customer must:
  1. ensure that its use of the Services complies with Applicable Laws;
  2. keep its account and contact information accurate and up to date;
  3. use appropriate access controls, including strong passwords and multi-factor authentication where available, and keep login credentials secure;
  4. notify Metadat-AI promptly at security@metadat-ai.com on becoming aware of any unauthorised access to, or suspected compromise of, any of its accounts;
  5. provide and maintain the systems, networks and connectivity it needs to use the Services; and
  6. retrieve AI Outputs and other job content within the periods set out in the DPA and keep its own copies, as Metadat-AI does not provide archival storage unless the Customer buys managed storage.
2. Customer Content warranty. The Customer warrants that:
  1. it owns, or has all rights, licences and permissions needed, to submit Customer Content and to have it processed through the Services as contemplated by the Agreement;
  2. it has a lawful basis under Data Protection Laws for all Personal Data in Customer Content, and has given all notices and obtained all consents and authorisations required (including explicit consent or another valid condition where Biometric Data or other special category data is processed);
  3. Customer Content, its submission and processing in accordance with the Agreement, and the Customer's instructions do not infringe any person's rights or breach any Applicable Law, court order or contractual obligation; and
  4. Customer Content contains nothing unlawful, defamatory or otherwise prohibited by the AUP.
3. Licence of Customer Content. The Customer grants Metadat-AI and its sub-processors a non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Content to the extent needed to provide and support the Services during the Agreement, to comply with law, and for as long as the retention and deletion rules in the DPA allow.
4. No training on Customer Content. Metadat-AI will not use Customer Content to train, fine-tune or improve any general-purpose AI model or any model made available to other customers. Customer Content is used to train a model only where the Customer orders a Custom Model under clause 8.
5. Usage Data. Metadat-AI may collect and use Usage Data to operate, secure and improve the Services, develop new features and compile statistics. Usage Data does not include Customer Content or Biometric Data, is not the Customer's Confidential Information, and belongs to Metadat-AI.
6. Customer-Hosted Deployments. The Services are supplied as a Customer-Hosted Deployment, with the Customer hosting and processing on its own hardware, unless the Order Form states that Metadat-AI hosts the processing (available for additional Fees, by Quote). Metadat-AI hosting is on shared infrastructure: jobs from all customers queue and are processed in turn, and Metadat-AI does not guarantee performance, turnaround or job priority, unless the Order Form or a Quote provides for a dedicated processing environment (at additional cost). By default, galleries, Facial Data, Embeddings and AI Output are held in storage or a database the Customer controls, which is the Customer's responsibility, including its security, retention and deletion. Where the Order Form provides for Metadat-AI storage, Metadat-AI holds them in AWS eu-west-1 (Ireland) or at its office in London, as described in the DPA. In a Customer-Hosted Deployment, the Customer is responsible for the infrastructure and everything held on it, including hardware, operating systems, security patching, network and firewall configuration, backups and data; the Hardware Specification and Software Specification apply; and the SLA applies only to the extent it says so. The Customer must keep that infrastructure dedicated to the Software and configured as the Hardware Specification requires; no refund or credit is due for any failure, unavailability or degraded performance caused by that infrastructure or by security, networking or other software installed on it, even if the Software cannot run at all, and Metadat-AI may charge at its standard professional services rates for time spent investigating issues reasonably attributable to them. Third-party services that the Customer chooses to connect to the Services (for example its own AI model accounts through its own API keys, Metadat-AI's skills or an MCP connection) act for the Customer and are not Metadat-AI's sub-processors; Metadat-AI sends Customer Content or metadata to them only when the Customer enables it.
AI Outputs
1. Nature of AI Outputs. AI is never fully accurate. AI Outputs are probabilistic: they may be incomplete, inaccurate, inconsistent between jobs or model versions, biased or unsuitable for the Customer's purpose, and may be similar or identical to outputs generated for others. Descriptions of performance in the Instructions for Use, the Documentation or elsewhere are information only and are not warranties.
2. Human review. AI Outputs cannot be relied on as the sole basis for any decision. The Customer must ensure that a suitably qualified human reviews the relevant AI Outputs before the Customer or any Passive Recipient makes any decision based on them, including before using them for any classification, compliance, rating or editorial determination or submitting them to any Regulator. AI Outputs are not legal, regulatory, compliance or other professional advice.
3. Responsibility for use. The Customer is responsible for how it, its Authorised Users and Passive Recipients use AI Outputs. Metadat-AI is not liable for any decision made by the Customer or a Passive Recipient, or for any loss arising from use of or reliance on an AI Output without the human review required by clause 6.2.
Facial recognition and regulated features
1. Biometric Addendum. The Customer may use the Facial Recognition Features, and any other feature that processes Biometric Data, only after signing the Biometric Addendum and receiving an Activation Certificate, and only in the mode (Standard Mode or Extended Mode) that the Activation Certificate covers. The Biometric Addendum governs enrolment, galleries, Facial Data, Embeddings, Tagging Information and Extended Mode. The rules on individuals who are or may be under 18 are in the AUP and the Biometric Addendum.
2. Customer as controller and deployer. The Customer is the controller of Biometric Data in Customer Content and the deployer of the Services for the purposes of any AI regulation. The Customer is solely responsible for:
  1. the lawfulness of collecting, enrolling and processing Biometric Data, including its lawful basis, any condition for processing special category data, notices, consents, any release required by local law, and any data protection impact assessment;
  2. deciding whether and how the EU AI Act, the Online Safety Act 2023 and any other regulation applies to its use of the Services, and complying with its obligations under them; and
  3. not representing to anyone that the Services are certified, CE marked or compliant with any law for a regulated use.
3. Regulatory Compliance Terms and Instructions for Use. The Regulatory Compliance Terms and the Instructions for Use apply to the Customer's use of the Services. The Regulatory Compliance Terms set out the procedures that apply to regulated uses, including notice to Metadat-AI before any use that may be high-risk under the EU AI Act.
Custom Models
1. Ordering. Metadat-AI develops a Custom Model for the Customer only where an Order Form or Statement of Work provides for it, at the Fees stated there.
2. Training. The Customer grants Metadat-AI a non-exclusive, royalty-free licence to use the Customer Content provided for that purpose to train, test, maintain and improve the Customer's Custom Model. Metadat-AI will customise each Custom Model using only that Customer's Customer Content and will use each Custom Model only to provide the Services to that Customer.
3. Ownership and licence. Metadat-AI owns all Intellectual Property Rights in each Custom Model and in all models, weights, architecture, training methods and tooling used to create or run it. Metadat-AI grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to use its Custom Model through the Platform during the Subscription Term on the terms of clause 3.
4. No export. A Custom Model cannot be exported, copied, extracted or used outside the Platform, and the Customer must access it only through the Platform's interfaces and documented APIs. This applies even where the Custom Model is stored on the Customer's own infrastructure and could technically be accessed or copied there.
5. End of subscription. The Customer's right to use a Custom Model ends when the Agreement ends, and Metadat-AI deletes the Custom Model as set out in the DPA. Metadat-AI is not liable for deleting a Custom Model in accordance with the Agreement.
Support, service levels and changes to the Services
1. SLA. Metadat-AI aims to provide the Services in accordance with the SLA and Support Policy, which describes availability aims, maintenance windows, support channels and exclusions. Availability and response figures are aims, not guarantees, unless the SLA expressly states otherwise.
2. Remedies. The SLA does not provide service credits. The remedies in the SLA (including any right to terminate it gives) are the Customer's sole and exclusive remedies for any failure to meet the SLA's availability or support aims.
3. Changes to the Services. Metadat-AI may update, modify, replace or withdraw any part of the Services at any time, including the AI models used to generate AI Outputs, and AI Outputs may change as a result. Metadat-AI will not make a change that materially reduces the core functionality of the Services the Customer has subscribed to during the then-current Subscription Term unless the change is required by law or a Regulator, results from a third-party supplier withdrawing a component, or is needed to address a security risk. A specific model version is maintained only where, and for as long as, an Order Form signed by Metadat-AI says so. If a Licensed Model in the Customer's current commitment is withdrawn for one of those reasons, Metadat-AI may substitute an equivalent model or refund the prepaid Fees for the withdrawn Licensed Model for the rest of that commitment, pro rata (subject to clause 2.2), and has no other liability for the withdrawal.
Professional services
1. Metadat-AI provides advisory, implementation, integration, customisation, training and other professional services only under a Statement of Work signed by Metadat-AI and the Customer. Each Statement of Work forms part of the Agreement and incorporates the Professional Services Terms in the Statement of Work Template provided by Metadat-AI (in the version published on the date of the Statement of Work), which govern scope, timetable, acceptance, charges and expenses. Deliverables and Bespoke Software under a Statement of Work belong to Metadat-AI under clause 12, and Metadat-AI's liability under every Statement of Work is subject to clause 17.
Fees and payment
1. Application. This clause applies to Direct Customers, and to any Customer for Fees payable directly to Metadat-AI under a Statement of Work or Order Form signed with Metadat-AI.
2. Fees. The Customer must pay the Fees for each Licensed Model and Bolt-on in the Order Form. Prices are taken from the Price Book or, for anything not priced there (such as Enterprise bundles, terms longer than 12 months, Metadat-AI hosting, additional usage add-ons and custom rates), from a Quote. Prices in an Order Form are fixed for its commitment. Each renewal is at the Price Book prices current at the renewal date (or under a new Quote), and Metadat-AI aims to notify price changes at least 30 days before renewal. Standard Bundles and Bolt-ons are take-or-pay: their Fees are payable whether or not the Customer uses them, included hours and volumes are monthly (per Licensed Model for Standard Bundles), and unused amounts do not roll over. Usage above the included hours, and any PAYG use, is charged at the PAYG Rate per hour per Licensed Model.
3. Invoicing and payment. Unless the Order Form or a Quote states otherwise, Standard Bundles and Bolt-ons are invoiced in full in advance on the Order Form date and on each renewal, overage and PAYG use are invoiced monthly in arrears, and each invoice is payable within 30 days of its date. Metadat-AI activates Standard Bundles and Bolt-ons (and each renewal of them) once the upfront invoice has been paid. Payment is by bank transfer in the currency stated in the Order Form (pounds sterling, US dollars or euros), at the Price Book prices in that currency.
4. Taxes. The Fees exclude VAT and other taxes, which the Customer must pay in addition on receipt of a valid invoice. If the law requires the Customer to deduct or withhold any tax, the Customer must pay such additional amount as ensures that Metadat-AI receives the amount it would have received without the deduction or withholding.
5. No set-off. The Customer must pay all amounts in full without set-off, counterclaim, deduction or withholding (except as required by law and dealt with above).
6. Late payment. If the Customer does not pay any amount by its due date, Metadat-AI may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% a year above the Bank of England base rate), together with the compensation and reasonable recovery costs that Act allows, from the due date until payment, whether before or after judgment. Clause 18 also applies.
7. Disputed invoices. If the Customer disputes an invoice in good faith, it must notify Metadat-AI in writing within 20 Business Days of the invoice date, stating the disputed amount and its full reasons, and must still pay the invoice in full by its due date. Metadat-AI aims to respond within 10 Business Days. If Metadat-AI accepts the dispute in whole or part, it will credit the agreed amount on the next invoice (or refund it if there is none). If Metadat-AI rejects it, the Customer may refer the matter to the procedure in clause 25.4. An invoice not disputed within that period is treated as accepted, except for manifest errors.
Intellectual property and feedback
1. Metadat-AI's rights. Metadat-AI and its licensors own all Intellectual Property Rights in: the Services, the Platform, the Software and the Documentation; all AI models and model weights (including Custom Models), architecture, training methods and tooling; Embeddings and other model-specific representations generated by the Software (without affecting the Customer's rights as controller of the Personal Data in them); AI Outputs; Usage Data; all deliverables, Bespoke Software and other work product under any Statement of Work or advisory engagement; integrations and connectors that Metadat-AI builds; Feedback; and every improvement, modification and derivative work of any of them, whoever creates them. To the extent any of these rights vests in the Customer or its Authorised Users, the Customer assigns it (and must procure its assignment) to Metadat-AI by way of present assignment of present and future rights, and waives (and must procure the waiver of) any moral rights in them to the extent permitted by law. Nothing in the Agreement assigns or transfers any of these rights to the Customer.
2. Customer Content. The Customer and its licensors keep all Intellectual Property Rights in Customer Content. AI Outputs do not include any Customer Content they reproduce (for example the Customer's own audio or text within a transcript). Metadat-AI acquires no rights in Customer Content other than the licences in clauses 5.3 and 8.2.
3. AI Outputs. Subject to the Customer complying with the Agreement (and, for a Direct Customer, paying the Fees), Metadat-AI grants the Customer a non-exclusive, non-transferable licence during the Subscription Term to use AI Outputs generated from its own Customer Content for the Permitted Purpose, including making them available to Passive Recipients under clause 3.2. That licence ends when the Agreement ends, except as clause 12.4 provides.
4. After the Agreement ends. The Customer may continue to use AI Outputs, and written reports or documents delivered under a Statement of Work, that were delivered to it and paid for before the Agreement ended, non-exclusively and non-transferably and for its internal business purposes only, and AI Outputs that the Customer incorporated into content it published before the Agreement ended may remain in that published content. It must not resell or sublicense them, or use them to train, build or improve any AI model or any service that competes with the Services. No Software, code, model, tool or Bespoke Software may be used after the Agreement ends.
5. Open source. The Software includes open-source components listed in the Open Source Licensing Statement. Those components are subject to their own licences, which prevail only to the extent they give the Customer rights that the Agreement cannot restrict. Nothing in those licences grants any right in the rest of the Software.
6. Models and Embeddings on the Customer's systems. Where Custom Models, other AI models, Embeddings or other model-specific representations generated by the Software are stored on infrastructure or in storage that the Customer controls (including in a Customer-Hosted Deployment), they are licensed for use only with the Software. The Customer must not copy, extract, export, reverse engineer or use them outside the Software, or allow anyone else to, even where this is technically possible. They are designed to work only within the Software and may not work, or work reliably, outside it, and Metadat-AI does not support or maintain any such use. This does not limit the Customer's rights and duties as controller of the Personal Data in them, including deleting them.
Confidentiality
1. Obligations. Each party must keep the other's Confidential Information confidential, use it only to exercise its rights and perform its obligations under the Agreement, protect it with at least reasonable care, and disclose it only to its and its Affiliates' employees, officers, professional advisers, contractors and sub-processors who need to know it and are bound by equivalent confidentiality obligations. Each party is responsible for disclosures by those persons.
2. Required disclosure. A party may disclose Confidential Information (and Metadat-AI may disclose Customer Content and AI Outputs) where required by law, a court, a Regulator or other compulsory legal process, giving the other party as much prior notice as is lawful and practicable and disclosing only what is required.
3. Metadat-AI's Confidential Information. Metadat-AI's Confidential Information includes the non-public parts of the Software and Documentation, information about model performance and architecture, and the prices and discount terms in any Order Form or Quote (the Price Book itself is public).
4. Duration. These obligations last for the period in section 14 of the Standard Legal Terms. Any non-disclosure agreement between the parties continues to govern information disclosed under it.
Data protection
1. Data Processing Agreement. The DPA forms part of the Agreement and applies to all processing of Customer Personal Data by Metadat-AI for the Customer. The DPA sets out the rules on retention and deletion of Customer Content and other data (including hosted job content, stored data and backups), security, notification of personal data breaches (without undue delay), sub-processors and international transfers.
2. Biometric Data. Processing of Biometric Data is also subject to the Biometric Addendum.
3. Account and contact data. Metadat-AI processes the business contact details and account data of the Customer's personnel as an independent controller, as described in its Privacy Notice. Each party may share the business contact details of its personnel with the other to manage the Agreement and must give its personnel any information about that sharing that Data Protection Laws require. The Customer must make the Privacy Notice available to its Authorised Users.
Warranties and disclaimers
1. Mutual warranties. Each party warrants that it has full power and authority to enter into and perform the Agreement. The Customer warrants that it enters into the Agreement in the course of its business and that the information in its Order Form is accurate.
2. Software warranty. Metadat-AI warrants that the Software will perform materially in accordance with the Documentation during the Subscription Term. This warranty does not cover Beta Features, Trials, the accuracy of AI Outputs, or any failure caused by misuse, modification, use outside the Documentation, the Customer's systems, hardware, configuration or connectivity (including a Customer-Hosted Deployment that does not meet the Hardware Specification), or services not provided by Metadat-AI. If the Customer notifies Metadat-AI of a breach of this warranty, Metadat-AI will, at its option, use reasonable endeavours to correct the non-conformity within a reasonable time or refund the Fees paid for the affected Services for the period of non-conformity (subject to clause 2.2). That is the Customer's sole and exclusive remedy for breach of this warranty.
3. Disclaimer. Except as expressly stated in the Agreement, the Services, the Software, the Documentation and AI Outputs are provided as is, and all warranties, conditions and other terms implied by statute, common law or otherwise (including as to satisfactory quality, fitness for purpose and the use of reasonable care and skill) are excluded to the fullest extent permitted by law. Metadat-AI does not warrant that the Services will be uninterrupted or error-free, or free from bias, false matches or false non-matches.
Indemnities
1. Metadat-AI's IP indemnity. Metadat-AI will indemnify the Customer against damages and costs finally awarded against the Customer by a court (or agreed by Metadat-AI in settlement), and reasonable defence costs, arising from any third-party claim that the Customer's use of the Software in accordance with the Agreement and the Documentation infringes that third party's Intellectual Property Rights in the United Kingdom (an "IPR Claim"). This indemnity is subject to the caps in clause 17.
2. Exclusions. Metadat-AI has no liability for an IPR Claim to the extent that it arises from:
  1. Customer Content, data used to train a Custom Model, or the Customer's instructions or specifications;
  2. AI Outputs, or the use of AI Outputs by the Customer or any Passive Recipient;
  3. any modification of the Software not made by Metadat-AI;
  4. the combination of the Software with anything not supplied by Metadat-AI, where the claim would not have arisen without that combination;
  5. use of the Software outside the Agreement or the Documentation, or continued use after Metadat-AI has made a non-infringing alternative available; or
  6. Beta Features or Trials, or the hardware, configuration or third-party software of a Customer-Hosted Deployment that Metadat-AI did not supply.
3. Remedies. If an IPR Claim is made, or Metadat-AI reasonably believes one is likely, Metadat-AI may at its option and cost: (a) obtain the right for the Customer to continue using the Software; (b) modify or replace the Software so that it does not infringe without materially reducing its functionality; or (c) if neither is reasonably practicable, terminate the affected Services on written notice and refund any prepaid Fees for the unused part of the Subscription Term (subject to clause 2.2). Clauses 16.1 and 16.3 state the Customer's sole and exclusive remedies, and Metadat-AI's entire liability, for any infringement of third-party Intellectual Property Rights.
4. Customer indemnity. The Customer will indemnify Metadat-AI against all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees and the costs of responding to any regulatory investigation) arising from or in connection with:
  1. any claim that Customer Content, its submission or processing in accordance with the Agreement, or the Customer's instructions infringe any person's rights (including Intellectual Property Rights, privacy and data protection rights) or breach any law;
  2. the collection, enrolment or processing of Personal Data or Biometric Data in Customer Content without a lawful basis or the notices, consents or releases required by law, or otherwise in breach of Data Protection Laws or the Biometric Addendum, except to the extent caused by Metadat-AI's breach of the DPA;
  3. any use of the Services or AI Outputs by the Customer, its Authorised Users or Passive Recipients in breach of the Agreement, the AUP or Applicable Laws, including for any Prohibited Purpose; and
  4. any third-party claim arising from the use, publication or reliance on any AI Output by the Customer or a Passive Recipient, including any decision made without the human review required by clause 6.2.
5. Procedure. A party claiming under an indemnity must: notify the indemnifying party promptly of the claim; make no admission, settlement or compromise without the indemnifying party's consent (not to be unreasonably withheld); allow the indemnifying party sole conduct of the defence and settlement at its cost; and give reasonable assistance at the indemnifying party's cost. The indemnifying party must not agree any settlement that requires an admission by, or imposes a non-monetary obligation on, the indemnified party without its consent (not to be unreasonably withheld). If the indemnifying party does not take conduct of the claim promptly, the indemnified party may defend it at the indemnifying party's cost. A delay in notifying a claim reduces the indemnity only to the extent the indemnifying party is prejudiced by it.
Limitation of liability
1. Liability that is not limited. Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
2. Customer liability that is not limited. Nothing in this clause 17 limits the Customer's liability to pay the Fees and other sums due under the Agreement, its liability under clause 16.4, or its liability for breach of clause 4.2 or any other infringement or misuse of Metadat-AI's Intellectual Property Rights.
3. Excluded losses. Subject to clauses 17.1 and 17.2, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, revenue, business, contracts or opportunity, loss of anticipated savings, loss of goodwill or reputation, loss or corruption of data or information, or any indirect or consequential loss.
4. General cap. Subject to clauses 17.1 and 17.2, each party's total aggregate liability arising out of or in connection with the Agreement (other than Metadat-AI's liability to which clause 17.5 applies), whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total amounts paid or payable to Metadat-AI for the Services (by the Customer or, in the reseller channel, by the Reseller in respect of the Customer) in the 12 months immediately before the event giving rise to the claim (or, where there is more than one claim, the first of them).
5. Data protection cap. Metadat-AI's total aggregate liability for breach of clause 14, the DPA, the Biometric Addendum or Data Protection Laws (including under any indemnity in the DPA) will not exceed twice the amount in clause 17.4. Metadat-AI's total aggregate liability for all claims under the Agreement, including those claims, will not exceed that same amount.
6. Scope of the caps. Liability under every Order Form, Statement of Work, the DPA, the Biometric Addendum, the SLA and every other Incorporated Document, including under any indemnity in any of them, counts towards and is subject to the caps in this clause 17 and is not in addition to them. This clause 17 prevails over any conflicting provision in any other document forming part of the Agreement.
7. Time limit for claims. A party must notify the other in writing of any claim within 12 months after it became aware, or ought reasonably to have become aware, of the facts giving rise to it, failing which the claim is barred. This does not apply to claims for unpaid Fees, claims under the Customer's indemnities or for misuse of Metadat-AI's Intellectual Property Rights, or claims for fraud.
Suspension
1. Immediate suspension. Metadat-AI may suspend or restrict access to all or part of the Services, or refuse to process any Customer Content, immediately and without liability, if it reasonably believes that:
  1. the Customer, an Authorised User or a Passive Recipient has breached the AUP or clause 4.2, or is using the Services for a Prohibited Purpose;
  2. suspension is required by Applicable Laws, sanctions, a court order or a Regulator;
  3. Customer Content or its use may be unlawful, may infringe third-party rights or may expose Metadat-AI to material legal, regulatory or reputational risk;
  4. there is a security threat to the Services, Metadat-AI or its other customers, including a suspected compromise of the Customer's accounts; or
  5. a feature may be producing unlawfully discriminatory outputs and needs to be investigated.
2. Suspension on notice. Metadat-AI may suspend access to the Services on at least 7 Business Days' written notice if any undisputed amount payable to Metadat-AI is overdue or, in the reseller channel, if the Reseller has not paid Metadat-AI for the Customer's subscription.
3. Effect. Metadat-AI will notify the Customer of any suspension as soon as practicable where lawful, and will limit the suspension to what is reasonably necessary. Fees continue to accrue during a suspension under this clause 18. Metadat-AI will restore access promptly once the cause has been resolved (for a breach of the AUP, once the Customer confirms in writing, to Metadat-AI's reasonable satisfaction, that the breach has ended and will not recur). Suspension does not limit any right to terminate.
Termination
1. Termination by either party. Either party may terminate the Agreement, or the affected Order Form, immediately on written notice if the other party: (a) commits a material breach that cannot be remedied, or that is not remedied within 30 days after written notice requiring it to be remedied; or (b) suffers an Insolvency Event (to the extent the law permits termination on that ground), or ceases or threatens to cease carrying on all or substantially all of its business.
2. Termination by Metadat-AI. Metadat-AI may terminate the Agreement immediately on written notice if:
  1. any undisputed amount payable to Metadat-AI remains unpaid 14 days after Metadat-AI has given notice of non-payment;
  2. the Customer uses the Services for a Prohibited Purpose, commits a breach of the AUP that cannot be remedied, or repeatedly breaches the AUP;
  3. the Customer commits a material breach of clause 4.2; or
  4. continuing to supply the Services would breach Applicable Laws or sanctions.
3. Termination for convenience by Metadat-AI. Metadat-AI may terminate the Agreement for any reason on at least 90 days' written notice, which may not be given during the first Subscription Term, and will then refund any prepaid Fees for the period after termination (subject to clause 2.2).
4. Other termination rights. The termination rights in clause 2.2, clause 21.2, clause 20.3, the SLA and sections 4 (force majeure) and 13 (Living Documents) of the Standard Legal Terms also apply.
5. Consequences of termination. On termination or expiry of the Agreement (or of an Order Form, as to the Services under it):
  1. all licences granted to the Customer end (except as clause 12.4 provides) and the Customer must stop using the Services;
  2. the Customer must pay all Fees accrued or invoiced up to the date of termination and, where Metadat-AI terminates under clause 19.2 or for the Customer's material breach or Insolvency Event, the Fees for the rest of the then-current Subscription Term (less any costs Metadat-AI saves because it no longer has to provide the Services), which become due immediately;
  3. prepaid Fees are not refunded, except where the Customer terminates for Metadat-AI's material breach or under section 13 of the Standard Legal Terms, or the Agreement or any Services end under clause 15.2, clause 16.3 or Metadat-AI's termination for convenience, in which case Metadat-AI refunds prepaid Fees for the unused period (subject to clause 2.2);
  4. each party must return or destroy the other's Confidential Information, except as required by law or as set out in the DPA; and
  5. clause 20 applies to the Customer's data.
6. Survival. Termination does not affect rights and liabilities accrued before it. Clauses 1, 4, 6, 12, 13, 16, 17, 20 and 25, this clause 19, clause 11 (for sums due) and any other provision intended to survive continue to apply.
Exit, data retrieval and switching
1. Retrieval. For 30 days after the Agreement ends, the Customer may retrieve its stored data (such as account data and any data held in managed storage) using the Platform's standard export tools at no charge. Custom Models are not exported (clause 8.4). Galleries, Facial Data, Embeddings and other gallery data (including names attached to gallery entries) are not returned or exported, on termination or on withdrawal of the Facial Recognition Features. They are Biometric Data about the people in the gallery: deleting them rather than exporting them protects those people and limits the risk of misuse, in line with the data minimisation, storage limitation and security principles of the UK GDPR and EU GDPR. They are also specific to Metadat-AI's models and of no use outside the Platform. They originate from the reference images and names the Customer supplied, so the Customer must keep its own copy of those, from which it can re-create a gallery elsewhere. Metadat-AI does not keep this data after termination for retrieval. Hosted job content remains available only for the period set out in the DPA. After that 30-day period Metadat-AI deletes the Customer's data as set out in the DPA, whether or not any Fees remain unpaid. Data held in a Customer-Hosted Deployment is the Customer's responsibility. Metadat-AI is not liable for any data deleted in accordance with the Agreement.
2. Assistance. Any export or migration assistance beyond the standard export tools is a professional service under clause 10, chargeable except where the Data Act prohibits the charge.
3. EU switching. For an EU Customer, the following apply in addition to the rest of this clause 20 and prevail over anything else in the Agreement to the extent needed to comply with Chapter VI of the Data Act:
  1. the Customer may, by written notice to legal@metadat-ai.com, ask to switch to another provider of data processing services or to its own infrastructure, or to have its exportable data erased, with a notice period of the Customer's choosing of no more than 2 months;
  2. at the end of that notice period, Metadat-AI will give reasonable assistance and complete the switching process within a transitional period of 30 days (or, if that is technically unfeasible, Metadat-AI will tell the Customer within 14 working days of the request, give reasons and propose a transitional period of no more than 7 months), during which the Services continue on the terms of the Agreement;
  3. Metadat-AI will export the Customer's exportable data (input and output data, including metadata, generated by the Customer's use of the Services, but not Metadat-AI's Intellectual Property Rights or trade secrets, such as models, weights or Custom Models) in a structured, commonly used and machine-readable format, as further described in the Data Portability and Switching Statement (www.metadat-ai.com/legal/data-portability), which lists the categories of exportable data, the data exempt from export and the switching procedures. The gallery data described in clause 20.1 is excluded from exportable data under the Data Act as data specific to the internal functioning of the Services and derived biometric data, and is deleted; the Data Act is without prejudice to the GDPR (Article 1(5));
  4. the Customer will have at least 30 days after the transitional period to retrieve its data, after which Metadat-AI erases all exportable data and digital assets as set out in the DPA, subject to any retention required by law;
  5. when the switching process has been successfully completed, the Agreement ends and Metadat-AI will confirm this to the Customer;
  6. Metadat-AI makes no switching charges from 12 January 2027, and before that date any switching charge will not exceed Metadat-AI's costs directly linked to the switching process; and
  7. the Customer remains liable for the Fees up to the end of the transitional period and, to the extent the Data Act permits a proportionate early termination fee, for the Fees for the rest of the then-current Subscription Term.
Living Documents and changes to these Customer Terms
1. Living Documents. The Incorporated Documents marked as Living Documents in the Schedule may be updated in accordance with section 13 of the Standard Legal Terms (adverse changes on 30 days' notice, with a right to terminate before they take effect; legal and security changes immediately; price changes only from the next renewal, under clause 11.2). Every other Incorporated Document applies in the version stated in the Schedule.
2. Changes to these Customer Terms. The version of these Customer Terms published at www.metadat-ai.com/legal/customer-terms on the date of an Order Form applies to the Services under that Order Form. Metadat-AI may publish a new version, which applies to those Services from the start of the next renewal of the Subscription Term if Metadat-AI gives the Customer at least 30 days' notice before that renewal. If the Customer does not accept the new version, it may give notice of non-renewal at any time before the renewal date (even if any non-renewal notice period in the Order Form under clause 2.4 has passed), and the Subscription Term then ends on the existing version. Metadat-AI may also change these Customer Terms at any time where the change is required by law or a Regulator, with effect from the date stated in its notice. Section 13 of the Standard Legal Terms does not otherwise apply to these Customer Terms.
3. Notice and access. Metadat-AI gives notice under this clause 21 by email to the Customer's contact in the Order Form or by notice in the Platform. If the URL of an Incorporated Document redirects or requires a login, Metadat-AI will provide a copy on request to legal@metadat-ai.com.
Marketing
1. Metadat-AI may identify the Customer by name as a customer of Metadat-AI (including in customer lists, on its website and in presentations) unless the Customer opts out by email to legal@metadat-ai.com, in which case Metadat-AI will make no new use of the Customer's name after 30 days. Metadat-AI will use the Customer's logo or trade marks, or publish a case study or quotation, only with the Customer's prior written consent. This clause is an express permission for the purposes of section 11 of the Standard Legal Terms.
Compliance
1. Anti-bribery and modern slavery. Each party will comply with the Bribery Act 2010, the Modern Slavery Act 2015 and the Criminal Finances Act 2017, to the extent they apply to it, and will maintain reasonable procedures designed to prevent breaches of them.
2. Sanctions and export control. The Customer warrants that neither it, nor any person owning or Controlling it, nor any Authorised User, is the subject of United Kingdom, European Union, United Nations or United States sanctions, or owned or controlled by such a person. The Customer must not use or allow access to the Services from a sanctioned territory, for or on behalf of a sanctioned person, or in breach of applicable export control laws, and must notify Metadat-AI promptly if any of these matters changes.
3. Regulatory matters. The Customer must notify Metadat-AI in writing within 5 Business Days after becoming aware of any regulatory investigation, enforcement action, complaint to a supervisory authority or legal proceedings relating to its use of the Services or any AI Output, and keep Metadat-AI reasonably informed.
Assignment and subcontracting
1. By the Customer. The Customer may not assign, novate, transfer, sub-license, charge or otherwise deal with any of its rights or obligations under the Agreement without Metadat-AI's prior written consent.
2. By Metadat-AI. Metadat-AI may assign, novate or transfer all or any of its rights and obligations under the Agreement to an Affiliate, or to any person acquiring all or a substantial part of its business or assets, on written notice to the Customer. The Customer consents in advance to any such novation and will sign any document reasonably required to give effect to it.
3. Subcontracting. Metadat-AI may subcontract any of its obligations without the Customer's consent, and may engage sub-processors in accordance with the DPA. Metadat-AI remains responsible for the performance of its subcontractors.
General
1. Standard Legal Terms. Sections 1 to 14 of the Standard Legal Terms apply to the Agreement as if set out in full, except where these Customer Terms say otherwise. Notices to Metadat-AI must be sent to legal@metadat-ai.com, and notices to the Customer to the address or email in the Order Form.
2. Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all previous agreements, arrangements and understandings about it. Each party acknowledges that it has not relied on any statement, representation, assurance or warranty that is not set out in the Agreement, and has no claim for innocent or negligent misrepresentation or negligent misstatement. Nothing in this clause limits liability for fraud.
3. Variation. Except as provided in clause 21, a variation of the Agreement is effective only if it is in writing and signed by authorised representatives of Metadat-AI and the Customer. A Reseller cannot vary the Agreement.
4. Disputes. Before starting court proceedings, a party must give the other written notice of the dispute, and senior representatives of both parties must try in good faith to resolve it within 20 Business Days. The parties may then agree to refer it to mediation under the CEDR Model Mediation Procedure. This does not prevent either party from seeking urgent injunctive relief, protecting its Intellectual Property Rights or Confidential Information, or recovering unpaid sums.
5. Governing law and jurisdiction. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or its formation are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction to settle them.

Schedule: Incorporated Documents

The following documents form part of the Agreement. Documents marked "Yes" are Living Documents updated under clause 21. URLs are on www.metadat-ai.com. Documents shown as Partner Portal are available to the Customer there (see the Master Definitions Schedule).


Document	URL	Living Document?
Order Form or Reseller Customer Order Form	Signed by the Customer	No
Standard Legal Terms (v1.4 or the version that applies under clause 1)	/legal/standard-terms	No: fixed at the Order Form date
Master Definitions Schedule (v1.4 or the version that applies under clause 1)	/legal/definitions	No: fixed at the Order Form date
Data Processing Agreement	/legal/dpa	Yes
Biometric and Facial Recognition Processing Addendum	Signed where Facial Recognition Features are activated	No: as signed
Statement of Work (incorporating the Professional Services Terms in the SoW Template)	Signed; template from Metadat-AI	No: as signed
End User Licence Agreement	/legal/eua	Yes
API Terms of Use	/legal/api-terms	Yes
Acceptable Use Policy	/legal/policies/aup	Yes
SLA and Support Policy	/legal/policies/sla	Yes
Price Book	Partner Portal	Yes (price changes from the next renewal: clause 11.2)
Regulatory Compliance Terms	/legal/policies/regulatory-compliance	Yes
Instructions for Use	Partner Portal (where facial recognition or age and gender estimation is used)	Yes
Software Specification	Partner Portal	Yes
Hardware Specification	Partner Portal	Yes
Open Source Licensing Statement	/legal/policies/oss	Yes
Demonstration and Trial Policy	/legal/policies/demo-trial	Yes
Sub-processor Register	/legal/sub-processors	Yes (changes notified under the DPA)
Data Portability and Switching Statement	/legal/data-portability	Yes
Privacy Notice (for information)	/legal/privacy	Yes
Documentation	Made available in the Platform	Yes

Order of precedence. If documents forming the Agreement conflict, they apply in this order: (1) special terms in an Order Form signed by Metadat-AI that expressly state that they override a named clause of these Customer Terms; (2) clause 17 of these Customer Terms, which prevails over every other document; (3) the Biometric Addendum and then the DPA, in each case only as to the processing of Personal Data; (4) the commercial details in the Order Form (Services ordered, Fees, Subscription Term, quantities and customer details); (5) these Customer Terms; (6) the rest of the Order Form; (7) a Statement of Work and the Professional Services Terms, only as to the professional services under it; (8) the Standard Legal Terms and the MDS; (9) the other Incorporated Documents; and (10) the Documentation.