Trent AI: Terms of Service

These Terms of Service and the relevant Online Order (together, the “Agreement”) are entered into by and between Trent and Customer and set out the terms and conditions that govern Customer’s rights to access and use the Platform.

The Agreement is entered into by and between Customer and Trent automatically where Customer concludes an Online Order and clicks to accept these Terms of Service. Where applicable, in respect of any person who concludes an Online Order on behalf of another person or entity, that person represents and warrants that they have the full and sufficient authority to accept the Terms of Service on behalf of such other person or entity, and all references to “Customer” herein are noted to be references to that other person or entity.

The Platform is intended solely for use in the course of a trade, business or profession, and not for personal use by consumers.

Unless otherwise defined in the body of the Agreement or above, any capitalised terms have the meaning given to them in Section 16.

THE PARTIES AGREE AS FOLLOWS:

1. PLATFORM ACCESS

1.1 Access Grant. Trent grants Customer a limited, personal, nonexclusive, nonsublicensable and non-transferable right during the Term for Customer’s Authorised Users (up to the limits on the number of such Authorised Users set out in the Online Order (if any)) to access the Platform via the Platform Interface to use the ordinary features and functionalities of the Platform as part of its internal business operations. Any “open source” or “free software” components owned by third parties comprised in the Platform are licensed under the terms of the applicable third-party licence.

1.2 Availability. Trent will use commercially reasonable efforts to maintain the operation and availability of the Platform subject always to: (a) any scheduled or emergency maintenance or upgrades (including any downtime therefor); (b) circumstances outside Trent’s reasonable control (including any Force Majeure Event); and/or (c) resulting from any breach, nonperformance or any other default by Customer under this Agreement.

1.3 Authorised Users. Customer is solely responsible for the acts and omissions of its Authorised Users. Customer shall immediately notify Trent of any unauthorised use of any Authorised User’s usernames, passwords and other necessary credentials for the Platform (“Access Credentials”). Customer shall: (a) ensure that: (i) only Authorised Users access the Platform; and (ii) each Authorised User maintains the confidentiality of their Access Credentials; (b) not allow any Access Credentials allocated to an Authorised User to be used by more than one individual Authorised User; and (c) immediately notify Trent if any Authorised User ceases to be employed or otherwise engaged by Customer.

2. FREE TRIALS

2.1 Free Trials. If a Free Trial Period is agreed in the Online Order, Customer may use the Platform during that Free Trial Period (subject to any limitations or restrictions on such pilot usage as Trent may impose in its sole discretion). Under no circumstances can Customer (inclusive of any employees, service providers or staff working on its behalf) have more than one Free Trial Period.

2.2 Conversion into Paid-for Subscription. When the Free Trial Period expires, Customer’s subscription will automatically convert into a paid-for subscription, the Initial Term shall commence, and Customer shall pay any Fees in accordance with Section 4. To avoid automatic conversion to a paid-for subscription, and commencement of the Initial Term, Customer must prior to the expiry date of that Free Trial Period notify Trent that it wishes this Agreement to terminate upon expiry of the Free Trial Period, either: (a) through the Platform; or (b) by emailing: help@trent.ai .

2.3 INAPPLICABLE PROVISIONS. With respect to Customer’s use of the Platform during the Free Trial Period, the following Sections of this Agreement will not apply: Section 4, Section 6.2 (insofar as the limited warranty therein would otherwise be given by Trent), and Section 10.1; furthermore, Trent makes no commitments to Customer, and to the fullest extent permitted by law shall have no liability whatsoever to Customer, with respect to any such use.

3. OWNERSHIP AND LICENSING

3.1 Trent Ownership. As between the Parties, Trent retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Trent Technology. Customer will not acquire any right, title or interest in or to the Trent Technology (subject only to the limited rights expressly granted in Section 1.1), and Trent reserves all rights therein and thereto not expressly granted in this Agreement.

3.2 Customer Ownership. As between the Parties, Customer retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to all Customer Content.

3.3 Licence to Trent. Customer hereby grants to Trent a nonexclusive, worldwide, royaltyfree and fully paidup licence during the Term to use any Customer Content, any Connected Applications, and under any other relevant Intellectual Property Rights owned or licensed by Customer, as necessary to provide, operate and make available the Platform to Customer in accordance with this Agreement. Furthermore, Customer acknowledges that Trent may collect and use general usage information about use of the Platform, to be complied into an aggregated or de-identified form, for use to: (a) enhance, develop or improve the Trent Technology; (b) provide analytics and benchmarking services; and (c) generate and disclose statistics regarding use of the Platform, provided, however, that no Customer-only statistics will be disclosed to third parties.

3.4 No Training. Trent will not use, and will not permit any providers of Third-Party Services (as defined below) to use, any Customer Content to train any artificial intelligence systems or models; provided that: (a) certain Customer Content may be used to train and improve any dedicated predictive model which is made accessible via the Platform solely to and for the benefit of Customer during the Term (each such model, a “Dedicated Model”); and (b) where Customer: (i) has agreed in the Online Order (including in its selection of the relevant subscription tier) to Trent using Customer Content on an anonymised, de-identified, or aggregated basis to develop or improve the Trent Technology (such use, the “Training Activities”, and any results thereof, “Trent Improvements”); or (ii) otherwise enables the Training Activities via the Platform, Customer grants Trent a non-exclusive, worldwide, royalty-free licence to carry out the Training Activities, including to create, train, test, refine or improve any artificial intelligence systems or models (including architectures, weights, (hyper) parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)). In the case of (b), in the event that Customer later withdraws its permission or disables any then-enabled Training Activities, Trent will cease all such Training Activities; provided that any Trent Improvements generated prior to such withdrawal or disablement may continue to be used by Trent on a perpetual and irrevocable basis for the benefit of all of its customers. Customer acknowledges and agrees that, as between the Parties, Trent retains all right, title and interest in and to the Trent Improvements at all times.

4. FEES

4.1 Payments. Customer shall pay the Fees in advance in accordance with this Section 4.

4.2 Card Payments. Customer acknowledges that Trent uses a third-party service provider for payment services (“Third-Party Payment Processor”) and Trent shall process Customer’s payment for the Fees in advance via its appointed Third-Party Payment Processor. Customer shall provide and maintain complete and accurate payment and billing information and a valid and authorised payment method by which it shall pay the Fees (“Payment Method”). Customer hereby authorises Trent (via its Third-Party Payment Processor) to charge such Payment Method for all Fees coming due and payable to Trent under this Agreement and agrees that no additional notice or consent is required for such purpose. If Customer’s Payment Method is rejected, no longer active, and/or payment for the Fees otherwise cannot be processed via that Payment Method, then Trent will notify Customer and Customer will pay the Fees immediately via another mechanism agreeable to Trent, pending which Trent may suspend Customer’s and its Authorised Users’ access to the Platform as described in Section 4.5(b).

4.3 Fees. All Fees: (a) shall be payable in the currency set out on https://trent.ai/pricing/ for the relevant subscription for which the Online Order has been made; (b) are non-cancellable and nonrefundable unless and to the extent expressly provided otherwise in this Agreement; and (c) are exclusive of the following amounts, each of which Customer shall be additionally responsible for: (i) any and all taxes arising under this Agreement in any jurisdiction (including sales, use, gross receipts, excise, value added, and goods and services taxes, but not including Trent’s income taxes); and (ii) any duties, costs of compliance with export and import controls and regulations and other governmental assessments, and, if applicable, withholding taxes so that after payment of such taxes the amount Trent receives is not less than the Fees.

4.4 FEE CHANGES. Trent reserves the right to increase the Fees following the Initial Term, and each Renewal Term thereafter, provided that Trent will provide notification of any such increase at least fifteen (15) days in advance of the end of the Initial Term or thencurrent Renewal Term (as applicable).

4.5 Late payments. In addition to any other rights or remedies available to Trent, if Customer fails to pay any sums by the due date: (a) any portion of any sums that is not paid when due and payable will accrue interest equal to the higher of: (i) six percent (6%) per annum above the Bank of England’s base lending rate from time to time; or (ii) the default statutory rate applicable from time to time, accruing on a daily basis and being compounded quarterly, from the time the indebtedness arose, with interest on all overdue interest accruing at the same rate and calculated and payable in the same manner until fully paid, whether before or after judgment; and (b) Trent may suspend the provision of any access to the Platform until payment of the sums is made by Customer in full without liability to Customer or prejudice to any other rights or remedies available to Trent in the circumstances.

5. RESTRICTIONS

5.1 Customer shall not and shall not suffer, allow, assist or enable any other person (including Authorised Users) to: (a) use the Platform, Documentation and/or any Outputs in any manner or for any purpose that is restricted by or inconsistent with this Agreement and/or applicable law; (b) provide or otherwise make the Platform available to any third parties; (c) use the Platform, Documentation and/or any Outputs to create, market or distribute any product or service that is similar to, competitive with, or otherwise replicates or seeks to replicate any features or functionalities of, the Platform or any other part of the Trent Technology; (d) introduce to the Trent Technology any ‘back door’, ‘drop dead device’, ‘time bomb’, ‘Trojan horse’, ‘virus’ or ‘worm’ or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the Trent Technology or any device, system, data or file owned or controlled by Trent or any third party; (e) (re)create, access, inspect or derive any underlying models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)), and/or data used to train or create those models, which are part of the Platform and/or any Third-Party Services (including as part of any so called ‘model extraction’, ‘model inference’ or ‘model inversion’ techniques or similar); (f) modify, copy, resell, rent, lease, sublicence, load, merge, adapt, translate, or create derivative works of, the Platform and/or Documentation save as expressly permitted under this Agreement; (g) contest, challenge or otherwise make any claim or take any action adverse to Trent’s ownership of, or interest in, the Trent Technology; (h) reuse, disseminate, copy, or otherwise use the Trent Technology in a way that infringes, misappropriates, or violates any Intellectual Property Rights or other right of Trent or any third party; (i) engage in competitive analysis or benchmarking of the Platform; (j) remove, alter or obscure any trade mark notice, copyright notice or any other proprietary notice from the Platform and/or Documentation; (k) circumvent, disable, or interfere with securityrelated, authentication-related, copy-protection or ratelimiting features of the Platform; (l) reverse engineer, decompile, unbundle or disassemble the whole or any part of the Platform, unless and to the extent unavoidably permitted by unavoidable laws of Customer’s jurisdiction for limited interoperability purposes; (m) impose an unreasonable or disproportionately large load or strain on the Platform; (n) automatically share, publish or take any action in reliance upon any Output without human intervention, review and approval; or (o) take any action designed or intended to do any of the foregoing. Breach of this Section 5 constitutes a material breach of this Agreement for the purposes of Section 12.1.

6. WARRANTIES AND DISCLAIMERS

6.1 Customer Warranty. Customer warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of this Agreement at all relevant times, all necessary rights, power, consents and authority: (a) to use Customer Content and Connected Applications as contemplated by this Agreement; and (b) to grant Trent the rights and licences set out in Section 3.3.

6.2 Limited Warranties. Each Party warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of this Agreement at all relevant times, the requisite power, capacity and authority to enter into this Agreement, to perform and carry out its obligations under this Agreement. Trent warrants that, during the Term, the Platform will materially conform to the thencurrent Documentation when used in accordance with that Documentation and the provisions of this Agreement; provided that such warranty shall not apply: (a) in the event that Customer has breached this Agreement; or (b) to any defects or issues arising as a result of: (i) any modification by any person other than Trent; and/or (ii) use of the Platform in combination with other products, hardware, equipment, software, or data not made available by Trent to be used with the Platform.

6.3 DISCLAIMER. Except as expressly provided in this Agreement, the Platform and the Outputs are provided “as is” and to the fullest extent permitted by law, Trent disclaims all other conditions, warranties, representations, undertakings, or other terms which might have effect between the Parties with respect to the Platform, Documentation and/or any Outputs, or otherwise be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, accuracy, reasonable skill and care, fitness for any particular purpose, noninfringement, ability to achieve a particular result or arising from course of dealing or usage of trade. Furthermore, Customer acknowledges that Trent: (a) gives no express or implied warranty, representation, nor undertakings that the Outputs do not infringe third party rights (including Intellectual Property Rights), nor that any Outputs will constitute valid, subsisting or enforceable Intellectual Property Rights and/or be capable of registration in any jurisdiction; (b) does not warrant, represent, endorse, support or guarantee the completeness, truthfulness, accuracy, legality, originality, reliability, performance, appropriateness, fitness for purpose or any other attributes of any Outputs; and (c) shall not be responsible for reviewing or attempting to verify the accuracy or currency of any Outputs. Customer shall be solely responsible for Customer’s use of the Platform and any Output, and for evaluating the fitness of any Output as appropriate for Customer’s specific use case or any other purpose.

7. CUSTOMER DEPENDENCIES

7.1 Customer shall: (a) implement and maintain effective technical and organisational measures (including security policies, procedures, controls, and systems) to prevent unauthorised disclosure of Access Credentials and unauthorised access to the Platform; (b) secure any systems and devices Customer and its Authorised Users uses to access the Platform; (c) ensure that all Authorised Users of the Platform only access the Platform, using a supported version of the systems and technologies (e.g., browsers, operating systems etc.) that are listed in the Documentation as supported by Trent from time to time; (d) ensure that it has an internet connection with adequate bandwidth for Authorised Users to access and use the Platform; (e) ensure that it maintains connectivity to the extent necessary to prevent network performance degradation; and (f) maintain all necessary backup copies of all Customer Content, and Customer further acknowledges that it, and not Trent, is solely responsible for doing so.

8. THIRD-PARTY SERVICES AND CONNECTED APPLICATIONS

8.1 Third-Party Services. Certain elements of the Platform may incorporate functionality of, or enable access to, certain third-party tools, systems, applications and/or platforms (including certain third-party machine learning and/or artificial intelligence systems, platforms, models, algorithms, etc.) (“ThirdParty Services”). The incorporation of the functionality of, or Customer’s and its Authorised Users’ ability to access, certain Third-Party Services via the Platform may vary depending upon the functionalities enabled or disabled by Customer through its configuration of certain features of the Platform. Customer acknowledges that by using the Platform (including through its configuration of relevant functionalities thereof, as and where applicable), it is instructing Trent to share any Customer Content with the relevant providers of such ThirdParty Services to the extent necessary to facilitate such functionality or access. Customer acknowledges that Customer and/or its Authorised Users may be required to enter into certain agreements with the providers of such ThirdParty Services and in the event the relevant agreements are not entered into, Customer and/or its Authorised Users may be unable to access: (a) such ThirdParty Services; and/or (b) any or all of those elements or functionalities of the Platform that rely upon such ThirdParty Services.

8.2 Connected Applications. Certain elements of the Platform may permit or enable Customer and/or its Authorised Users to link or otherwise connect or integrate Customer’s Connected Applications to the Platform (including via custom or prebuilt integrations). By connecting any Connected Application to the Platform, Customer: (a) represents and warrants that it is entitled to link or otherwise connect the Connected Application to the Platform; and (b) instructs Trent to access and/or share any Customer Content with the relevant providers of such Connected Applications as necessary to perform and enjoy this Agreement.

8.3 Third-Party Terms. When using any Third-Party Services or Connected Applications, Customer agrees to comply with any terms, conditions and policies applicable to the relevant Third-Party Service or Connected Application. A list of Third-Party Services used to power the Platform is shown from time to time within our Trust Centre at: https://trust.trent.ai/subprocessors or any successor webpage

8.4 NO LIABILITY. Customer acknowledges that such ThirdParty Services and any Connected Applications are not under Trent’s control and Trent is not responsible for those ThirdParty Services nor Connected Applications, and Trent will have no liability for any unavailability or failure of any ThirdParty Service or Connected Application, or any third party provider’s decision to discontinue, suspend or terminate any ThirdParty Service or Connected Application.

9. DATA PROTECTION

9.1 The Trent Data Processing Addendum shown from time to time at: https://trent.ai/dpa or any successor webpage (the “DPA”) shall apply in accordance with its terms in relation to Trent’s Processing of Customer Personal Data on Customer’s behalf in performance of this Agreement. If and where the DPA applies in accordance with the foregoing, to the extent of any inconsistency or conflict between any provision(s) of this Agreement and any provision(s) of the DPA, the relevant provision(s) of the DPA shall govern and prevail in preference to any relevant provision(s) of this Agreement insofar as they relate to Trent’s Processing of Customer Personal Data. Any capitalised terms used in this Section 9, but not defined in this Agreement, shall have the meaning given to them in the DPA.

10. INDEMNITIES

10.1 Trent Indemnities. Subject to Sections 10.2 and 10.3, Trent shall indemnify Customer from and against Losses incurred by Customer as a result of damages and costs (including reasonable legal and professional fees and disbursements) awarded in final judgment or agreed in final settlement of any third party Claim against Customer that: (a) any Output infringes, misappropriates or violates the Intellectual Property Rights of that third party (this indemnity, the “Output Indemnity”); and (b) Customer’s use of the Platform (excluding always any Outputs or any use thereof) within the scope of the rights granted to Customer under this Agreement, infringes, misappropriates or violates the Intellectual Property Rights of a third party (this indemnity, the “Platform Usage Indemnity”). The obligations set forth in this Section 10.1 as they may apply in the circumstances shall constitute Trent’s entire liability and Customer’s sole remedy for any actual or alleged infringement, misappropriation or violation of any Intellectual Property Rights of a third party arising out of or in connection with this Agreement.

10.2 Customer obligations. Customer shall: (a) notify Trent in full, accurate and complete detail in writing promptly (and in any event within two (2) Business Days) after it becomes aware of any event or any Claim, which it believes may give rise to a claim for indemnification under Section 10.1 (an “Indemnified Claim”); (b) allow Trent sole authority to control the defence and settlement of any Indemnified Claim; (c) provide Trent with all reasonable cooperation in the defence of such Indemnified Claim; and (d) not settle or compromise any Indemnified Claim or make any admission of liability without the express prior written consent of Trent. In event of any Indemnified Claim, at its option, Trent may elect to: (x) modify or replace all or any relevant part of the Platform so that it becomes noninfringing; (y) obtain any required licence(s) to use the applicable third party Intellectual Property Rights; or (z) terminate this Agreement on written notice to Customer and refund to Customer any prepaid Fees prorated to reflect the remainder of the Initial Term or thencurrent Renewal Term (as applicable).

10.3 General Indemnification Exclusions. Trent shall have no liability whatsoever to Customer under either indemnity set out in Section 10.1 in respect of any Indemnified Claims arising directly or indirectly as a result of: (a) any breach, non-performance or any other default by Customer under of this Agreement (including of the restrictions outlined in Section 5 and/or any failure to meet any of the dependencies set out in Section 7); (b) any use of the Platform in combination with other products, hardware, equipment, software, data or other Content not provided to Customer by Trent; (c) any modification to any part of the Platform by any person other than Trent or its expressly authorised agents; (d) the Customer Content and/or any use thereof by any person; (e) any ThirdParty Services (save to the limited extent such liability shall be indemnified under the Output Indemnity); (f) any Connected Applications; (g) any use during a Free Trial Period; and/or (h) any continued use of the Platform after: (i) Customer is told to cease such use; and/or (ii) Customer knew or ought reasonably to have known that the Platform infringed, misappropriated or violated any third party right (including Intellectual Property Rights).

10.4 Output Indemnification Exclusions. Trent shall have no liability whatsoever to Customer under Indemnified Claims arising directly or indirectly as a result of: (a) any modification to any Output by any person other than Trent; (b) use of any Output by any person in connection with any Content that, alone or in combination, infringe, misappropriate or violate any third party’s Intellectual Property Rights; (c) Customer’s or its Authorised Users’ intentional, negligent or reckless generation of an Output that infringes, misappropriates or violates any third party’s Intellectual Property Rights (including where the Input would itself have given rise to the Indemnified Claim); (d) the context in which any Output is used; and/or (e) any continued use of an Output after being told to cease such use or following Customer’s knowledge that the Output is subject to a claim of infringement of any third party right (including Intellectual Property Rights).

10.5 Customer Indemnity. Customer agrees to indemnify Trent on demand for, and hold harmless Trent from and against, any and all Losses suffered or incurred by Trent arising out of or in connection with any third party Claim brought, made or threatened against Trent that: (a) any Customer Content (excluding any Outputs, unless and to the extent resulting from the circumstances set forth in Section 11.4), Connected Applications, and any other relevant Intellectual Property Rights owned or licensed by Customer infringes, misappropriates or violates the rights (including Intellectual Property Rights) of any third party; or (b) Customer’s breach of this Agreement (this indemnity, the “Customer Indemnity”).

11. LIMITATION OF LIABILITY

11.1 Unlimited Liability. Nothing in this Agreement limits or excludes the liability of either Party: (a) for death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation; (c) under the Platform Usage Indemnity and the Customer Indemnity (as applicable); (d) for any other act, omission, or liability which may not be limited or excluded by applicable law; or (e) in respect of Customer, Customer’s liability to pay Trent any sums due and payable under this Agreement.

11.2 EXCLUSIONS. Subject only to Section 11.1, Trent shall not in any circumstances be liable to Customer whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for: (a) any: (i) loss, damage or liability (in each case whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill, anticipated savings or wasted expenditure (including management time); or (ii) special, indirect or consequential loss or damage whatsoever, in each case (i) and (ii) however arising under or in connection with this Agreement and even if Trent was aware of the possibility that such loss or damage might be incurred; or (b) any loss, damage or liability (in each case whether direct or indirect) arising as a result of: (i) Customer’s or any third party’s use of or reliance upon any Output; (ii) any loss or corruption of data or information; (iii) any breach, nonperformance or any other default by Customer under this Agreement; and/or (iv) any failure by Customer to comply with any applicable law, regulation or applicable code of practice.

11.3 LIABILITY CAP. Subject to Section 11.1 and 11.2, Trent’s total aggregate liability to Customer in respect of any and all other Claims (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise) arising in connection with the performance or contemplated performance of this Agreement (including under the Output Indemnity) shall under no circumstances exceed one hundred per cent (100%) of the Fees paid by Customer under this Agreement in the twelve (12) months immediately preceding the first event (or first event in any series of connected events) giving rise to a Claim against Trent; provided that, the existence of more than one Claim or event (or series of connected events) from which liability arises shall not enlarge the limits set out in this Section 11.3.

12. TERM AND TERMINATION

12.1 Commencement and duration. Unless terminated earlier pursuant to the terms of Section 12.2, this Agreement shall: (a) commence on the Effective Date and continue for the Free Trial Period (if any) and then for one Customer Term thereafter (such Customer Term, the “Initial Term”) (unless Customer notifies Trent in accordance with Section 2.2 that it wishes for the Agreement to end upon expiry of the Free Trial Period and not continue for the Initial Term); and (b) automatically renew for further successive Customer Terms (each a “Renewal Term”) at the end of the Initial Term and at the end of each Renewal Term unless: (y) Customer: (i) cancels its subscription through the Platform any time prior to the expiry of the Initial Term or then-current Renewal Term; or (ii) notifies Trent by emailing: help@trent.ai not less than seven (7) Business Days before the end of the Initial Term or then-current Renewal Term to terminate this Agreement upon the expiry of the Initial Term or thencurrent Renewal Term; or (z) Trent gives notice to Customer not later than thirty (30) days before the end of the Initial Term or thencurrent Renewal Term to terminate this Agreement upon the expiry of the Initial Term or thencurrent Renewal Term.

12.2 Termination. 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 the other Party: (a) commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; or (b) becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction. The Parties acknowledge and agree that failure by Customer to pay any Fees when due shall constitute a ‘material breach’ for the purposes of Section 12.2(a).

13. CONSEQUENCES OF TERMINATION

13.1 Consequences. On termination of this Agreement: (a) except where terminated by Customer pursuant to Section 12.2(a), and notwithstanding Section 4, Customer shall promptly (and in any event within ten (10) Business Days of the date of termination) pay Trent any outstanding balances owing to Trent under this Agreement; (b) any and all licences, permissions and authorisations granted to Customer and/or its Authorised Users by Trent under this Agreement will terminate automatically (for the avoidance of doubt, Customer shall cease to use, and cause the cessation of all use of, the Platform); (c) Trent shall cease to collect Connected Data for Customer and disable any connections to Connected Applications; and (d) each Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify (on request from the other Party) in writing that all such Confidential Information and copies thereof have been destroyed.

13.2 Limitations. Any obligation to return, destroy or permanently erase Confidential Information outlined in Section 13.1 shall not apply: (a) in respect of any Confidential Information that Trent may be entitled to retain as necessary to comply with any legal, regulatory, judicial, audit, or internal compliance requirements; (b) in respect of any Confidential Information retained by a ThirdParty Service or Connected Application, in accordance with any relevant terms governing use thereof; and (c) to any Confidential Information that is retained by Trent on electronic back‑up media made in the ordinary course of business and from which it cannot readily be isolated from other information and deleted, provided that, in each case, the provisions of Section 14 shall continue to apply to Trent’s retention of any such Confidential Information at all relevant times.

13.3 Survival and accrued rights. Any provision of this Agreement that either expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. Termination of this Agreement shall not affect 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 this Agreement which existed at or before the date of termination.

14. CONFIDENTIAL INFORMATION

14.1 In this Agreement, “Confidential Information” means any information that is clearly labelled or identified as confidential, or reasonably ought to be treated as being confidential. Confidential Information excludes any information which: (a) is or becomes publicly known other than through a breach of this Agreement; (b) was in the receiving Party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the receiving Party without reference to or reliance upon the disclosing Party’s Confidential Information and that independent development can be shown by contemporary written evidence. Neither Party shall use the other’s Confidential Information for any purpose other than the performance and enjoyment of the obligations and rights set out in this Agreement. Each Party shall keep the other’s Confidential Information confidential and, except as otherwise provided in this Agreement, shall limit access to the other’s Confidential Information to those employees, agents, representatives or subcontractors who have a genuine ‘need to know’, who are subject to confidentiality obligations no less restrictive than those set forth in this Section 14, and who have been informed of the confidential nature of such Confidential Information. Notwithstanding the foregoing, the receiving Party may disclose the other’s Confidential Information to the limited extent that such disclosure is required by law or by the order of a court or similar regulatory or administrative body; provided that the receiving Party shall promptly notify the other Party in writing of such required disclosure and shall cooperate with the other Party if the other Party seeks a protective order in relation to any such disclosure and/or any limitations on the further use and disclosure of such Confidential Information.

15. GENERAL

15.1 Marketing. Customer acknowledges and agrees that Trent may, and Customer hereby grants Trent a right and licence to, include Customer’s name and a description of the technology and services provided to Customer under this Agreement in case study marketing content, lists of or references to any of Trent’s clients on its website and/or in proposals, and in other marketing materials.

15.2 Export Controls; Sanctions. Customer shall comply with all applicable laws relating to sanctions, embargoes, trade and export controls with respect to its enjoyment, implementation and performance of this Agreement and/or any Outputs. Furthermore, Customer represents and warrants (on an ongoing basis) that: (a) neither it, nor any of its officers or shareholders, is designated on or under any of the U.S. Department of Treasury’s List of specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders, The UK Sanctions List, the consolidated list of persons, groups and entities subject to EU financial sanctions, and/or any other list of sanctioned, prohibited or restricted parties or territories from time to time (each, a “Sanctions List”); and (b) no entity or person (whether natural or legal) that controls, is controlled by, or is under common control with Customer (where “control” means the direct or indirect power to direct the affairs of an entity through voting power, economic or contractual interest or otherwise), or that is otherwise acting on behalf, or for the benefit, of Customer, is designated on or under any Sanctions List.

15.3 Feedback. If Customer provides feedback, suggestions or recommendations to Trent regarding the Trent Technology, including any flaws, errors, bugs, anomalies, problems with and/or suggestions, desired features or improvements relating to the Platform and its ongoing development (“Feedback”), Customer hereby grants Trent an unrestricted, unconditioned, irrevocable and perpetual right and licence to freely use and exploit such Feedback without any requirement of compensation.

15.4 Force Majeure. No Party will be in breach of this Agreement nor liable for any failure to perform its obligations under this Agreement if that failure results from circumstances beyond its reasonable control (including, in respect of Trent, any failure resulting from the action or omission of a provider of any ThirdParty Service and/or any Connected Application, or any unavailability of any ThirdParty Service and/or any Connected Application, resulting from circumstances beyond Trent’s reasonable control) (a “Force Majeure Event”). If a Force Majeure Event continues for three (3) months, the unaffected Party may terminate this Agreement by giving thirty (30) days’ written notice to the other Party.

15.5 Subcontracting. Trent may engage any third-party to perform its obligations under this Agreement (including to providers of Third-Party Services); provided that Trent shall remain fully liable to Customer for performance of such obligations (subject to the exclusions and limitations outlined herein).

15.6 Assignment. The Customer will not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of Trent; provided that, Customer may, with not less than fifteen (15) Business Days’ prior notice to Trent, assign this Agreement (in whole and not in part) as part of a change of control or sale of all or substantially all of Customer’s business. Trent may at any time freely assign or transfer all or any of its rights or obligations under this Agreement. This Agreement will be binding upon the Parties and their respective successors and permitted assigns.

15.7 Notices. Any notice required to be given under this Agreement will be sent by email to: (a) if to Customer, the email address provided by Customer in the Online Order (unless otherwise amended by Customer through the Platform); and (b) if to Trent: notices@trent.ai. Notices will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9am on the first Business Day following its dispatch).

15.8 Variation. Unless and only to the extent expressly permitted in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

15.9 Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.10 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by this Agreement and supersedes all previous agreements (if any and whether in writing or not) between the Parties in relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a Party to this Agreement or not) in relation to the subject matter of this Agreement; provided that nothing in this Agreement shall exclude any Party from liability for fraud or fraudulent misrepresentation.

15.11 No Partnership or Agency. 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 any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

15.12 Rights of Third Parties. There are no third-party beneficiaries under this Agreement, and a person who is not a Party to this Agreement shall not be entitled to enforce any of its terms (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).

15.13 Governing law and jurisdiction. The Agreement and all matters arising from it (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or noncontractual obligation) shall be governed by, and construed in accordance with, the laws of England. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or noncontractual obligation) (for the purposes of this Section 15.13, “Proceedings”) each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction.

16. INTERPRETATION

16.1 The following definitions apply to this Agreement (including its recitals, above):

(a) “Authorised Users” means those of Customer’s employees or other staff or service providers who are authorised to use the Platform on Customer’s behalf under this Agreement.

(b) “Business Day” means any day which is not a Saturday, Sunday or public holiday in London, United Kingdom.

(c) “Claim” means any claim, demand, complaint, proceeding or other action.

(d) “Connected Application” means any system or application owned or controlled by Customer, which is connected to the Platform by, on behalf or at the direction of Customer (including through Customer’s linking of its account for a Connected Application with the Platform using integrations made available as part of the Platform).

(e) “Connected Data” means any Content made available within the Platform that is transmitted to the Platform via any Connected Applications.

(f) “Content” means any text, images, audio, video, data, or any other information.

(g) “Customer” means the person or entity who completes the Online Order, and who is a counterparty to the Agreement.

(h) “Customer Content” means, collectively, Inputs and Outputs.

(i) “Customer Term” means the period set out in the Online Order for which Customer’s access to the Platform will continue and will automatically renew (unless terminated in accordance with this Agreement), which shall be either: (a) a period of one (1) month; or (b) a period of twelve (12) months.

(j) “Documentation” means any manuals, instructions, user guides published by Trent that describe the Platform and its use, operation, features and functionality.

(k) “Effective Date” means the commencement date of the subscription purchased by Customer through an Online Order.

(l) “Fees” means the fees for Customer’s subscription to the Platform, as set out on: https://trent.ai/pricing/ for the relevant subscription for which the Online Order has been made.

(m) “Free Trial Period” means a one-off limited period of 15 days during which Trent may make available some or all features of the Platform at no charge to Customer.

(n) “Initial Term” has the meaning given in Section 12.1.

(o) “Intellectual Property Rights” means all copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or getup, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including knowhow and trade secrets), so-called ‘personality rights’ and ‘publicity rights’ (including rights to natural person’s name, image and likeness), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

(p) “Losses” means all losses, liabilities, damages, costs, claims, charges, regulatory fines, demands, actions and expenses (including legal and professional fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).

(q) “Online Order” means the Trent webpage that Customer uses to purchase a subscription to use the Platform on a self-serve basis (including, where applicable, any email acknowledgement (e.g., an email notice or receipt of purchase) sent to Customer following conclusion of that purchase).

(r) “Outputs” means any Content that is generated by the Platform based on Inputs, which is downloaded by an Authorised User via the functionality of the Platform.

(s) “Platform” means the cloud-based software-as-a-service AI-enabled platform enabling secure and compliant application development and deployment (as further described in the Documentation), which is owned, operated and/or licensed by Trent, including, where the context permits, the Platform Interface.

(t) “Platform Interface” means the standard web interface via which Customer may access the Platform (being: https://app.trent.ai/ or any successor page notified to Customer).

(u) “Renewal Term” has the meaning given in Section 12.1.

(v) “Term” means the Initial Term and any Renewal Terms.

(w) “Trent” means Trent AI Limited, a company incorporated and registered in England and Wales with company number 16213940 whose registered office is at 85 Great Portland Street, London, England, W1W 7LT.

(x) “Trent Technology” means collectively: (i) the Platform, as updated from time to time; (ii) any and all other technology and software owned or used by Trent under or in connection with the Platform, software code (in any form including source code and executable or object code), neural networks, models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)) and other computer systems or technologies; (iii) any benchmarking, analytics or technical data relating to the performance or operation of the Platform; (iv) the Documentation as updated and amended from time to time; (v) any Trent Improvements; and (vi) any and all Intellectual Property Rights in or to each of (i)(v).

16.2 The following rules of interpretation shall apply in this Agreement: (a) any reference to this Agreement terminating shall, where the context requires, include a reference to this Agreement terminating by expiry of the Term; (b) the words “include” and “including” (or similar) shall be construed as illustrative only and shall not limit the sense of the description, definition, phrase or term(s) that comes before the relevant term; and (c) any reference to the “Parties” means Trent and Customer and “Party” shall mean one of them.