Standard Legal Terms
Version 1.4 - www.metadat-ai.com/legal/standard-terms
| FIXED AT SIGNING |
These Standard Legal Terms are incorporated by reference into Metadat-AI's commercial agreements (each an "Agreement") and apply as if set out in full in each such Agreement. The version published on the date of an Agreement governs it (section 13.1). In the event of any conflict between these Standard Legal Terms and the Agreement, the Agreement prevails.
1. Severability
If any provision of an Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected. If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it were deleted, the provision in question shall apply with the minimum modifications necessary to make it legal, valid and enforceable.
2. Succession
Each Agreement shall be binding upon, and enure to the benefit of, each of the parties 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.
3. Waiver
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under an Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
No single or partial exercise of any right, power or remedy provided by law or under an Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
A waiver of any term, provision, condition or breach of an Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
4. Force Majeure
A party will not be liable if delayed in or prevented from performing its obligations under an Agreement due to a Force Majeure Event, provided that party:
• promptly notifies the other of the Force Majeure Event and its expected duration; and
• uses reasonable endeavours to minimise the effects of that event.
If, due to a Force Majeure Event, a party:
• is unable to perform a material obligation; or
• is delayed in or prevented from performing its obligations for a continuous period of more than 30 days,
the other party may, within a further ten (10) Business Days, terminate the relevant Agreement on written notice to the affected party, without compensation to either party.
"Force Majeure Event" has the meaning given in the Master Definitions Schedule published at www.metadat-ai.com/legal/definitions.
5. Further Assurance
Each party shall at the reasonable request and cost of the other party execute and deliver such other documents and instruments, and take such other actions as may reasonably be required to give full effect to an Agreement and the transactions contemplated thereby.
6. Counterparts and Electronic Execution
An Agreement may be signed in any number of separate counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts shall together constitute one and the same agreement. An Agreement may be executed by electronic means, including by electronic signature under the Electronic Communications Act 2000 or the eIDAS Regulation (as applicable), and any such electronic signature shall be treated as a handwritten signature for all purposes.
7. Language
The language of each Agreement is English. All documents, notices, waivers, variations and other communications between the parties in connection with an Agreement shall be in English.
If an Agreement and any document relating to it is translated, the English version shall prevail in the event of any inconsistency.
8. Third-Party Rights
Except as expressly provided for in an Agreement, a person who is not a party to that Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
9. Notices
A notice under an Agreement must be in writing and in English, signed by or on behalf of the party giving it (except a notice sent by email), and sent to the address set out in, or notified under, the Agreement. A notice is deemed received: (a) if delivered by hand, on signature of a delivery receipt; (b) if sent by Royal Mail Signed For or equivalent tracked domestic post, at 9.00 am on the second Business Day after posting; (c) if sent by international tracked and signed post or internationally recognised courier, at 9.00 am on the fourth Business Day after posting or despatch; and (d) if sent by email, at the time of transmission or, if this is outside 9.00 am to 5.00 pm in the place of receipt, at 9.00 am on the next Business Day. A change of address takes effect on the date stated in the notice or, if none, five Business Days after the notice is deemed received. Times are local times at the place of deemed receipt. A notice not given in accordance with this section is still valid if the other party actually receives it and is not prejudiced. This section does not apply to the service of any proceedings or other documents in legal proceedings or arbitration.
10. No Partnership or Agency
The parties are independent businesses. Nothing in an Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between them, and neither party has, or may represent that it has, authority to make any commitment on behalf of the other.
11. Announcements
Neither party shall make any public announcement or disclosure concerning an Agreement without the other party’s prior written consent (not to be unreasonably withheld or delayed), except as required by law, a court, a regulator or a recognised investment exchange, or as the Agreement expressly permits.
12. No Legal Advice
Nothing in an Agreement, or in any communication from Metadat-AI in connection with it, constitutes legal advice. Although personnel or founders of Metadat-AI may hold legal or other professional qualifications, Metadat-AI provides technology and commercial services only and does not provide legal, regulatory or compliance advice. Each party should obtain its own independent legal advice before entering into, amending, or acting on an Agreement or using the Software.
13. Living Documents
13.1 A "Living Document" is any policy, schedule, specification, price list or other document that an Agreement incorporates by reference from a URL or from the Partner Portal and describes as updated from time to time (for example the Acceptable Use Policy, Price Book, SLA and Support Policy, Documentation, Metadat-AI Policies and Country Schedules). These Standard Legal Terms and the Master Definitions Schedule are not Living Documents: the version published on the date of an Agreement applies to it.
13.2 Metadat-AI may update a Living Document by publishing the updated version at the same URL or location in the Partner Portal. An update takes effect on publication, except that an update that materially and adversely affects the other party's rights, or materially increases its obligations, takes effect thirty (30) days after Metadat-AI gives notice of it by email to the other party's contact address or by a notice in the Platform.
13.3 If the other party does not accept an update to which the 30-day notice period applies, it may terminate the affected Agreement (or the affected service) by written notice given before the update takes effect, with effect no later than the date on which the update would have taken effect. The update does not apply to that party before termination. Continued use after the update takes effect is acceptance of it.
13.4 Sections 13.2 and 13.3 do not apply to: (a) updates required by law, a court or a regulator, or needed to address a security risk, which take effect on publication or as so required; or (b) price changes, which take effect as set out in the Price Book and the Agreement. Where an Agreement sets its own rules for updating Living Documents, those rules prevail.
14. Duration of Confidentiality
Unless an Agreement states otherwise, each party's confidentiality obligations under it continue for five (5) years after the Agreement ends and, in respect of any trade secret, for as long as the information remains a trade secret.
Version History
| Version | Date | Summary of Changes |
| 1.0 | September 2026 | Initial publication. Consolidates standard boilerplate provisions incorporated by reference into all Metadat-AI commercial agreements. |
| 1.2 | October 2026 | Added sections 9 (Notices), 10 (No Partnership or Agency), 11 (Announcements) and 12 (No Legal Advice), for incorporation where an Agreement lists them. |
| 1.3 | October 2026 | Added section 13 (Living Documents: one update and notice rule for all incorporated documents) and section 14 (Duration of Confidentiality). Clarified that the version published on the date of an Agreement governs it. |
| 1.4 | October 2026 | Renamed Owner Policies to Metadat-AI Policies in section 13.1. |