Master Definitions Schedule
Version: v1.4 Last updated: October 2026 Published: www.metadat-ai.com/legal/definitions
Issued by: METADAT-AI LTD, company number 17486598, 17 Cowdenbeath Path, London N1 0LE
This Master Definitions Schedule sets out the meanings of capitalised terms used across Metadat-AI's standard form agreements. Unless a specific agreement expressly defines a term differently, capitalised terms used in any Metadat-AI agreement have the meanings set out below. The version published at www.metadat-ai.com/legal/definitions on the date of an agreement applies to that agreement. A new version applies to agreements made after it is published and, where an agreement so provides, to an existing agreement from its next renewal. This Schedule is governed by the laws of England and Wales.
Part 1: Defined Terms
Acceptable Use Policy (AUP): the acceptable use policy published by Metadat-AI at www.metadat-ai.com/legal/policies/aup, a Living Document.
Activation Certificate: the certificate issued by Metadat-AI under the Biometric Addendum recording that the Facial Recognition Features (in Standard Mode or Extended Mode) have been activated for a Customer, and any conditions.
Affiliate: in relation to a party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that party.
Age and Gender Estimation Features: the functionality within the Software that estimates a person's approximate age and apparent sex from facial analysis.
AI Output: any transcription, metadata tag, content classification, object detection result, facial recognition result, age or gender inference, content moderation flag, search index entry (including vector representations of content other than faces) or other output generated by the Software or Platform from processing Customer Content, including any text, image, audio or video content generated by large language models (LLMs), multimodal models or other generative AI components forming part of the Platform from time to time. AI Outputs do not include any Customer Content they reproduce (for example the Customer's own audio or text within a transcript).
Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force, including (where applicable) the UK GDPR, the Data Protection Act 2018, the EU AI Act (Regulation (EU) 2024/1689), the Cyber Resilience Act, NIS2, and all applicable sanctions and export control legislation.
Authorised Users: the employees, contractors and other personnel of the Customer (or Reseller, as applicable) who are authorised to access and use the Software under the relevant agreement, up to the maximum number specified in the applicable Order Form.
Biometric Addendum: the Biometric and Facial Recognition Processing Addendum between Metadat-AI and a Customer, which applies to the Facial Recognition Features and the Age and Gender Estimation Features.
Biometric Data: has the meaning given in Article 4(14) of the UK GDPR (and, where it applies, the EU GDPR).
Bolt-on: an annual Images or Audio Only package stated in the Price Book.
Business Day: a day (other than a Saturday, Sunday or public holiday in England and Wales) on which banks in London are open for ordinary business.
Business Hours: 09:00 to 17:00 (London time, GMT or BST as applicable) on any Business Day.
Confidential Information: all information in any medium or format that one party or any of its Affiliates (the 'discloser') discloses or makes available to the other party or any of its Affiliates (the 'recipient') in connection with an agreement and which is designated as confidential or which would be regarded as confidential by a reasonable business person, including the terms of any agreement and any information of a confidential nature relating to the business, operations, plans, pricing, customers, suppliers, trade secrets, products or know-how of the discloser. It does not include information that: (a) is or becomes publicly known other than through the recipient's breach; (b) was known to the recipient on a non-confidential basis before disclosure; or (c) becomes available to the recipient on a non-confidential basis from a person not bound by a confidentiality obligation to the discloser.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and Change of Control, Controls and Controlled are construed accordingly.
Customer: the business or other organisation that obtains the Services from Metadat-AI under the Customer Terms, as named in its Order Form or Reseller Customer Order Form (in the reseller channel, the end customer and not the Reseller). Part 2 defines Customer for the Reseller Agreement.
Customer Content: all media files, data, text, images, audio, video and other materials uploaded, transmitted or otherwise made available by the Customer (or its Authorised Users) to the Platform for processing under any agreement.
Customer Personal Data: any Personal Data for which the Customer is the data controller and which Metadat-AI processes as data processor on behalf of the Customer under or in connection with any agreement.
Customer Terms: Metadat-AI's Customer Terms published at www.metadat-ai.com/legal/customer-terms, the contract between Metadat-AI and each Customer.
Customer-Hosted Deployment: any deployment of the Software, or any component of it, on infrastructure that is not hosted, operated or controlled by Metadat-AI or its sub-processors.
Custom Model: any AI model trained, fine-tuned or developed by Metadat-AI using Customer Content, Feedback or other data provided by or on behalf of a Customer or Reseller. All Intellectual Property Rights in each Custom Model vest in Metadat-AI, and a Custom Model may be used only through the Platform, wherever it is stored.
Data Controller: has the meaning given in the UK GDPR.
Data Processing Agreement (DPA): the data processing agreement published by Metadat-AI at www.metadat-ai.com/legal/dpa, incorporated by reference into all agreements under which Metadat-AI processes Customer Personal Data.
Data Protection Laws: all Applicable Laws relating to the processing of Personal Data and the privacy of individuals, including the UK GDPR, the Data Protection Act 2018, and all other applicable data protection legislation in force from time to time in any relevant jurisdiction.
Documentation: the technical and user documentation for the Software as made available by Metadat-AI from time to time, including any API documentation, integration guides and release notes.
Effective Date: the date on which the relevant agreement is signed by both parties (or, if signed on different dates, the later date of signature).
Embeddings: the mathematical vector representations of facial geometry produced by the Facial Recognition Features from images or video frames. Embeddings are Biometric Data. Vector representations of other content (such as scenes, objects, text or audio, used for search) are not Embeddings: they are AI Output and are not Biometric Data unless they are used to identify a person.
End User: any individual who accesses or uses the Software, or receives AI Outputs, through or on behalf of a Customer, including Authorised Users.
Extended Mode: the mode of the Facial Recognition Features, activated separately under the Biometric Addendum, that groups visually similar faces of people not in the Customer's gallery (clustering) and identifies individuals against reference sets other than the Customer's enrolled gallery.
Facial Data: Biometric Data in the form of facial geometry, including Embeddings, generated by the Facial Recognition Features from faces appearing in Customer Content.
Facial Recognition Features: the functionality within the Software that detects, identifies or matches individuals by reference to their facial characteristics, including face detection, matching, tagging, clustering and associated search and retrieval.
Force Majeure Event: any event or circumstance beyond the reasonable control of the affected party, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government action, failure of third-party telecommunications or utility services, cyberattacks by third parties not attributable to the affected party's negligence, or failure of a third-party infrastructure provider (including AWS or other cloud hosting providers); provided that financial inability to perform, foreseeable price increases, and commercial hardship are not Force Majeure Events.
Insolvency Event: in relation to a party, that party being unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or becoming subject to a moratorium, company voluntary arrangement, restructuring plan, scheme of arrangement, administration, receivership, winding-up resolution, petition or order, or any analogous procedure or step in any jurisdiction (other than for a solvent reconstruction or amalgamation).
Intellectual Property Rights (IPR): patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill, rights in designs, database rights, rights to use and protect confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered and including all applications and rights to apply for or claim priority from any such rights, and all similar or equivalent rights subsisting now or in the future in any part of the world.
Licensed Model: each AI model or module listed in the Software Specification that the Customer licenses under an Order Form.
Living Document: a document that an agreement incorporates by reference from a URL or from the Partner Portal and describes as updated from time to time, updated in accordance with section 13 of the Standard Legal Terms unless the agreement provides otherwise.
Open Source Licensing Statement: the statement of open-source software components incorporated in the Platform, published at www.metadat-ai.com/legal/policies/oss from time to time.
Order Form: a written order form or commercial document executed by or agreed between the parties setting out the commercial terms of a subscription or engagement, including the applicable fees, subscription term, number of Authorised Users and any special terms.
Partner Portal: the secure, access-controlled online location (currently a Microsoft SharePoint site) where Metadat-AI makes available documents that are not published on its website. Metadat-AI gives Resellers and Introducers access during onboarding, gives each Customer access to the customer documents (including the Price Book and the Software and Hardware Specifications) when it accepts the Customer's order, and gives a Customer access to the facial recognition documents when it asks to use the Facial Recognition Features or the Age and Gender Estimation Features. Its contents are Metadat-AI's Confidential Information.
PAYG Rate: the hourly rate per Licensed Model stated in the Price Book, which also applies to overage.
Permitted Purpose: the Customer's internal business purposes only, being the processing of the Customer's own lawfully obtained media content to generate AI Outputs for use in the Customer's own business operations.
Personal Data: has the meaning given in the UK GDPR (and, more broadly, any equivalent term under applicable Data Protection Laws).
Platform: Metadat-AI's proprietary AI media intelligence software platform, known as 'Metadat-AI', including all related web interfaces, APIs, associated tools, AI models and any updates, enhancements or new versions made available from time to time.
Price Book: Metadat-AI's price list made available in the Partner Portal (Standard Bundles, Bolt-ons, the PAYG Rate and related billing rules), a Living Document.
Prohibited Purposes: the uses of the Software and AI Outputs prohibited by the Acceptable Use Policy or by the relevant agreement.
Quote: a written quotation issued by Metadat-AI (never by a reseller) for anything not priced in the Price Book; valid for 30 days unless it states otherwise.
Regulator: any governmental, regulatory or supervisory authority, data protection supervisory authority, market surveillance authority or other body with jurisdiction over a party or over the use of the Software.
Reseller Customer Order Form: an order form in Metadat-AI's standard form, signed by a Customer and a Reseller, under which the Customer obtains the Services through that Reseller and accepts the Customer Terms.
Service Level Agreement (SLA): the service level agreement and support policy published by Metadat-AI at www.metadat-ai.com/legal/policies/sla from time to time, setting out service level targets, support tiers, target response times and maintenance windows.
Services: the software access, professional services and any other services provided by Metadat-AI under a relevant agreement, as further described in each Order Form or Statement of Work.
Software: the Platform and all associated software, algorithms, AI models (excluding Custom Models), APIs, tools and features made available by Metadat-AI under any agreement, together with any updates and new features.
Standard Bundle: a 12-month video processing package for one Licensed Model (Teams, Pro or Corporate) with the included monthly hours and annual fee stated in the Price Book.
Standard Mode: the default mode of the Facial Recognition Features, which identifies only individuals enrolled in the Customer's own gallery.
Statement of Work (SoW): a statement of work agreed between the parties describing specific professional services, deliverables, timescales and charges, substantially in the form of Metadat-AI's standard SoW template.
Tagging Information: names, identifiers or other information associated in metadata with Facial Data.
Territory: the United Kingdom, unless otherwise specified in the applicable Order Form.
UK GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended from time to time.
Interpretation
• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• A reference to legislation includes all amendments, re-enactments and subordinate legislation made under it from time to time.
• A reference to writing or written includes email but not fax.
• Words in the singular include the plural and vice versa.
• Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
• Any words following the terms including, include, in particular, for example or any similar expression are illustrative and do not limit the sense of the words preceding them.
• Unless the context requires otherwise, a reference to an agreement includes all schedules, order forms and statements of work forming part of it.
• A reference to a clause is to a clause of the main body of the relevant agreement, and a reference to a paragraph is to a paragraph of a schedule.
• Headings, the table of contents and any background section are for convenience only and do not affect interpretation.
• A reference to a party includes its personal representatives, successors and permitted assigns, and a reference to a company includes any company, corporation or other body corporate, wherever incorporated.
• A reference to a gender includes each other gender.
• The rights and remedies of a party are cumulative and without prejudice to any other right or remedy, except as the relevant agreement provides.
• A reference to an English legal term, action, remedy, court or concept includes, for any jurisdiction other than England and Wales, what most nearly approximates to it in that jurisdiction.
Part 2: Reseller Agreement Definitions
The following definitions apply to each Reseller Agreement and to the documents incorporated into it, including the Reseller Programme Terms. Part 2 applies to a Reseller Agreement in the version published at the date of that Reseller Agreement, and a definition in the Reseller Agreement itself prevails over Part 2. References to clauses and schedules in Part 2 are to the Reseller Agreement.
Bespoke Software: software built by Metadat-AI for the Reseller under a Statement of Work (a Consultancy Agreement) pursuant to clause 4 of the Reseller Agreement. Metadat-AI owns all Intellectual Property Rights in it.
Commencement Date: the date of the Reseller Agreement.
Commission Rate: each percentage rate applying to a band of Contract Value under Schedule 2 to the Reseller Agreement (each rate applies only to the part of a Customer's Contract Value within its band), used to calculate the Licence Royalties and the Reseller’s Commission.
Consultancy Agreement: a Statement of Work under Metadat-AI’s then-current Statement of Work Template (incorporating its Professional Services Terms), or such other written agreement as Metadat-AI and the Reseller may agree, for the Consultancy Services.
Customer: a customer of the Reseller who is authorised by an End User Agreement to use the Software in accordance with the terms of that End User Agreement.
Customer Minimum Term: a minimum initial subscription period of not less than twelve (12) Months for Standard Bundles and Bolt-ons (PAYG has none), which the Reseller must include in each End User Agreement.
End User Agreement: the Reseller Customer Order Form executed by a Customer in the form required by Schedule 3 to the Reseller Agreement, incorporating Metadat-AI’s Customer Terms, or such other form as Metadat-AI and the Reseller agree in writing.
Feedback: Know-how, evaluations, comments and suggestions relating to the Software.
Fees: the Licence Royalties and any other amounts payable by the Reseller to Metadat-AI under the Reseller Agreement, each as varied in accordance with the Reseller Agreement, but excluding fees due under a Consultancy Agreement.
Good Industry Practice: in relation to any undertaking and any circumstances, the exercise of that degree of care, professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of activity under the same or similar circumstances.
IP Claim: any claim brought against the Reseller or any Customer by a third party alleging that the use of the Software as supplied and unmodified by Metadat-AI, and used in accordance with the Documentation and the Reseller Agreement, directly infringes any copyright, database right, registered trade mark, registered design right or registered patent registered in the United Kingdom, but excluding any claim that arises in whole or in part from: (i) any modification of the Software not made or expressly authorised in writing by Metadat-AI; (ii) the combination or use of the Software with any software, hardware or data not supplied or expressly authorised by Metadat-AI; (iii) use of the Software otherwise than in accordance with the Reseller Agreement or the Documentation; or (iv) any Reseller Products.
Know-how: inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not).
Lead: a prospective Customer that the Reseller has submitted to Metadat-AI for registration in accordance with the Lead Registration Process.
Metadat-AI: METADAT-AI LTD (company number 17486598), as a party to the Reseller Agreement.
Metadat-AI Policies: the policies listed in the Metadat-AI Policies document (a Living Document), as updated from time to time.
Metadat-AI Support: the services provided by Metadat-AI to the Reseller as set out in paragraph 4 of Schedule 1 to the Reseller Agreement.
Metadat-AI Support Runoff Period: the period starting at the end of the Term and ending on the earlier of: (a) the termination or expiry of the last of the Reseller Support obligations entered into by the Reseller under an End User Agreement; and (b) 12 Months after the termination or expiry of the Reseller Agreement.
Metadat-AI’s Marks: Metadat-AI’s trade marks, trade names, service marks, service names and domain names specified in Schedule 4 to the Reseller Agreement.
Month: a calendar month or part of one.
Registered Customer: a potential customer accepted by Metadat-AI under the Lead Registration Process that has not yet entered into an End User Agreement with the Reseller.
Reseller: the reseller party to the Reseller Agreement.
Reseller Agreement: a reseller agreement (EUR, GBP or USD) between Metadat-AI and a Reseller that incorporates this Part 2.
Reseller Support: the services provided by the Reseller to Customers in relation to the Software as set out in paragraph 3 of Schedule 1 to the Reseller Agreement.
Reseller’s Responsibilities: the Reseller’s obligations relating to Customers and its general responsibilities under the Reseller Agreement, including (where they apply) the Reseller Programme Terms.
RRP: Metadat-AI’s recommended retail price for an item, being its price in the then-current Price Book or, for an item priced in a Quote, the Quote price. RRPs are recommendations only, and the Reseller is free to set its own resale prices.
Update: a Software maintenance update, patch or bug-fix which does not constitute an Upgrade.
Upgrade: a version or release of the Software intended to have new or improved functionality, or any other new version or release of the Software designated by Metadat-AI as an Upgrade.
Value-added Products: the Reseller Products as distributed or combined with the Software in accordance with Schedule 5 to the Reseller Agreement.
VAT: United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
Year: each successive period of 12 Months beginning on the Commencement Date.
Terms defined in the Reseller Agreement: Hardware Specification (Schedule 8), Licence Royalties (Schedule 2), Minimum Targets (Schedule 7), Metadat-AI IPR (the Intellectual Property Rights clause), Reseller Products (Schedule 5), Reseller’s Rights (clause 3.2), Software Specification (Schedule 6) and Term (clause 2.1) have the meanings given in the Reseller Agreement. Lead Registration Period has the meaning given in Part C of the Reseller Operating Standards.
Version
Metadat-AI may publish new versions of this Schedule. A new version applies to agreements made after it is published and, where an agreement so provides, to an existing agreement from its next renewal.