These Terms
We are Wordsmith AI Ltd, registered in England and Wales with company number 15250293 and registered address at 173 Whatley Avenue, London, UK, SW20 9NT (“Wordsmith AI”, “we” or “us”).
These Terms of Service (“Terms”) set out the terms and conditions under which we operate a workflow automation software comprising certain artificial intelligence solutions (the “Wordsmith AI Solution”), grant you a Licence to use the Wordsmith AI Solution, and provide you certain agreed services in the context of your use of Wordsmith AI (“Services”).
Please read these Terms carefully before using the Wordsmith AI Solution and our Services. By signing an order form granting you the Licence and permitting your use of our Services (“Order Form”) you, i.e. our customer whose details are set out in the Order Form (“Customer” or “you”) agree to enter into a legally binding agreement (“Contract”) governed by the terms set out in the Order Form and these Terms with us.
These Terms do not modify or replace any other agreements you may have with Wordsmith AI concerning our products, services, or other matters. These Terms incorporate by reference Wordsmith AI’s Data Processing Agreement and Privacy Policy. If there is a conflict or ambiguity between (1) the Order Form, (2) the Data Processing Agreement, (3) the Privacy Policy and (4) these Terms, a provision contained in a document higher in the list shall take precedence over a provision contained in a document lower in the list.
We may update the Contract (including these Terms) from time to time and will generally endeavour to notify you in writing (including by email). If we notify you of amendments to the Contract that directly and substantially contradict the terms and conditions of the Contract in effect when you initially accepted it, and if you find these modifications unacceptable, you may give us a 30 days’ notice in writing (including by email) to terminate the Agreement in accordance with clauses 10.2 and 10.5.4 of these Terms. Your continued use of Wordsmith AI and our Services will be deemed to be your acceptance of the most recent version of the Contract.
To contact us, please telephone or email us using the contact details set out in the Order Form. If we have to contact you, we will call or email you using the contact details you provided to us on the Order Form or which you used to contact us.
A reference to a party to the Contract includes that party’s directors, employees and contractors acting on the relevant party’s instruction or under its direct control, as the case may be.
Your subscription
Your subscription will start when activated by us following your placing and our acceptance of your order. The start date of your subscription will generally be agreed by you and us, and/or confirmed by us in writing, and referred to as the “Commencement Date”.
You can find details of our currently available subscription plans on our website, in your user account, or by contacting us. We may change our subscription plans, including the fees we charge, from time to time.
During your subscription, we grant you a limited, non-exclusive, non-transferable, non-assignable licence to access and use the Wordsmith AI Solution, as set out in the Order Form (the “Licence”). Except for this Licence, we grant you no right, title or interest in the Wordsmith AI Solution.
The Wordsmith AI Solution has been designed to be integrated into an organisation’s online internal communication and workflow automation system, such as Slack. You acknowledge that, in order to use the Wordsmith AI Solution and/or our Services, we may require you to have an active account with such system (including accepting the terms and conditions of any such system). You acknowledge and agree that in providing the Wordsmith AI Solution and/or the Services to you, we may access your Slack account and channels you instruct us to access, and deliver content or outcomes to you through those channels.
We may make updates and changes to the Wordsmith AI Solution or our Services. You acknowledge and accept that we may add or withdraw certain features temporarily or permanently at any time, with or without notice. You further acknowledge and accept that we may remove certain features or functionality and/or stop allowing certain devices, software or platforms from being able to access or use the Wordsmith AI Solution and/or our Services.
If our updates or changes are likely to negatively impact your use of the Wordsmith AI Solution and/or Services in a material way, we will give you at least 30 days’ notice and you will have the right to cancel. If you cancel your subscription, you will be entitled to a prorated refund of any fees you have already paid to us from the date of termination until the end of your paid-for term. If you do not cancel your subscription after we have notified you about any changes and before these changes take place, and you continue to access and use the Wordsmith AI Solution and/or our Services, unless prohibited by law, you agree that this constitutes your acceptance of the changes.
You acknowledge and agree that we may at any time temporarily suspend access to and your use of the Wordsmith AI Solution and/or our Services, with or without notification to you, if we reasonably believe there to be fraudulent activity or material breach of these Terms (once we have effected such suspension, we will generally notify you as soon as possible). Any temporary suspension placed on your user account will not last any longer than 10 working days, after which we will either terminate the Contract, or remove the suspension. We are not obliged to credit or discount a subscription for suspensions in circumstances where your act or omission constitutes fraudulent activity in your environment or you are in breach of your obligations under these Terms.
Our obligations
We shall:
provide to you access to the Wordsmith AI Solution and/or our Services in line with the Contract;
provide to you any services you may be entitled to as part of your subscription with reasonable care and skill; and
reasonably co-operate with you in relation to your use of the Wordsmith AI Solution and/or our Services.
We:
do not warrant that your access to and use of the Wordsmith AI Solution and /or the Services will be uninterrupted or error-free;
do not warrant that your use of the Wordsmith AI Solution and/or the Services will meet your requirements;
shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that availability of the Wordsmith AI Solution and/or our Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
The Contract shall not prevent Wordsmith AI from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
Your obligations
You shall:
provide to us details we request from you, which we may reasonably need to grant you access to or to provide to you the Wordsmith AI Solution and/or our Services, including your Slack (or similar communication system) account information;
ensure all information you give us is correct and up-to-date at all times, and notify us immediately of any changes to your contact, billing and payment details;
pay any Fees (as defined below) we charge you;
follow the instructions and directions we give you about using the Wordsmith AI Solution and/or our Services and only use them in accordance with all applicable laws, rules and regulations;
make sure everyone under your supervision and who may use or do anything in relation to the Wordsmith AI Solution and/or our Services also meets the responsibilities set out in these Terms;
not share your username, password or account login details with anyone;
notwithstanding the general prohibition to share your username, password or account login details with anyone, be responsible and liable for any use by any other person (authorised or unauthorised) of the Wordsmith AI Solution and/or our Services, including, without limitation, any charges associated with that use and any consequences if an applicable person misuses the Wordsmith AI Solution and/or our Services or breaches these Terms or suffers any injury or damage to their property;
not do or omit to do anything which could damage our goodwill or bring our reputation into disrepute; and
ensure that you comply with all our current policies made available by us to you from time to time, including but not limited to any acceptable use terms and any other standards or policies which we may publish.
You must not:
attempt to copy, reproduce, publish, transmit, broadcast, archive, download (other than through caching necessary for personal use), distribute, modify, display, perform, license, transfer, exchange, translate, create derivative works from, offer for sale, or use (except as explicitly authorised by these Terms) content and information contained on or obtained from or through your use of the Wordsmith AI Solution and/or our Services unless permitted by applicable law, or you have obtained an express prior written permission from us, or the content and information in question have been intended and designated for further transmission or broadcasting;
circumvent, remove, alter, deactivate, degrade or manipulate by any other means with any content or other protections in Wordsmith AI and/or our Services;
use any robot, spider, scraper or other automated means to access the Wordsmith AI Solution and/or our Services, including any content or information obtained from their use;
decompile, reverse engineer or disassemble the Wordsmith AI Solution and/or our Services or processes made accessible through our Services (except as permitted by applicable law);
insert any code or product or manipulate the content of the Wordsmith AI Solution and/or our Services in any way;
use any data mining, data gathering or extraction method;
infringe any third party's rights;
transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Wordsmith AI Solution and/or our Services. We may reject, modify, or delete any material that is considered defamatory, offensive or otherwise unlawful, or that infringes the rights of anyone else; or
upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Wordsmith AI Solution and/or our Services, including any software viruses or any other computer code, files or programs.
You acknowledge and agree that you shall be responsible for all information technology, computer devices and third-party services required to allow you to access and use the Wordsmith AI Solution and/or our Services (including your internet service provider, electricity service provider, as well as the provider of Slack or similar communication systems), as well as for all obligations and charges you may owe (including but not limited to broadband or mobile data charges, electricity charges, and subscription charges).
Charges and payment
In consideration for Wordsmith AI granting the Customer the Licence and/or providing the Services, the Customer shall pay to Wordsmith AI the fee(s) specified in the Order Form or otherwise agreed between the parties in writing (including by email) (“Fees”).
Before or on the Commencement Date, the Customer shall provide to us their up-to-date, complete and acceptable billing details and we shall invoice the Customer for the Fees payable on a monthly basis at the end of each month.
If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Wordsmith AI:
we may, on no less than five Business Days’ notice to the Customer and without liability to the Customer, disable the Customer's access to all or part of the Wordsmith AI Solution and/or the Services and we shall be under no obligation to provide access to or functionality of the Wordsmith AI Solution and/or any or all of the Services while the invoice(s) concerned remain unpaid; and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in the Contract:
shall be paid in the agreed currency;
are, subject to clause 10.2, non-cancellable and non-refundable; and
are exclusive of value added tax, which shall be added to Wordsmith AI’s invoice(s) at the appropriate rate.
We may change the Fees. Where this is the case, such change will not come into effect until 30 days, and we will inform the Customer about the change in writing at least 30 days before such change comes into effect.
If we have agreed to amend the scope of the Services we provide the Customer, the change of Fees due to these changes shall be reflected on the next invoice issued. An increase in scope of Services shall become effective immediately after we confirm the change, following Customer’s request. A decrease in scope of Services shall become effective 39 days after requested.
Intellectual property rights
In this section 6, “Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
You acknowledge that all Intellectual Property Rights in the Wordsmith AI Solution or Services, including any materials provided by us to you in connection with the Wordsmith AI Solution or Services, shall belong to Wordsmith AI or any relevant third-party owners (as the case may be), and you shall have no rights in or to the Wordsmith AI Solution or Services other than the right to use it in accordance with the Contract terms.
You agree not to take any action inconsistent with Wordsmith AI’s ownership of its Intellectual Property Rights and agree not to challenge Wordsmith AI’s ownership or use of such Intellectual Property Rights and further agree not to attempt to register any such Intellectual Property Rights, owned or used by Wordsmith AI or any other names or marks confusingly similar thereto.
You are the holder of rights in any material you make available to us, including through the Wordsmith AI Solution and/or the Services. When you make available material to us, you grant us a non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable, non-revocable license to use and reproduce such material for the purpose of enabling the Wordsmith AI Solution to deliver outcomes or content to you, providing Services to you, and/or improving the operation of the Wordsmith AI Solution and/or our Services.
We acknowledge that the Customer is the holder of rights in the Customer’s company logo. Unless we explicitly agree otherwise in writing, the Customer grants us a non-exclusive, royalty-free, fully paid-up, worldwide, non-revocable license to use, reproduce, distribute, and publicly display the Customer’s company logo, in any and all media, whether now known or hereafter invented or devised, for purposes of marketing of the Wordsmith AI Solution and/or our Services, including for referencing existing customers.
Where you provide to us your input, comments or suggestions regarding our business and technology direction and/or the possible creation, modification, correction, improvement or enhancement of the Wordsmith AI Solution, Services, any software, or products we offer (collectively “Feedback”), you grant to us a non-exclusive, perpetual, irrevocable, worldwide, transferable, royalty-free license, with the right to sublicense through multiple tiers, to use, publish, disclose, perform, copy, make, have made, use, modify, create derivative works, distribute, sell, offer for sale and otherwise benefit from Feedback in any manner and via any media.
Data protection
In providing the Wordsmith AI Solution and/or the Services, Wordsmith AI may process certain personal data related to Customers and users accessing or using the Wordsmith AI Solution and/or Services on the instruction of and on behalf of the Customers. Prior to any such processing, the parties shall conclude a Data Processing Agreement setting out their respective obligations relating to the processing.
Each party shall remain solely responsible for its compliance with the relevant data protection laws.
Indemnity
You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your use of Wordsmith AIand/or our Services; and any breach of these Terms by you and/or your users (save where such claim, action, proceeding, loss, damage, expense or cost arises as a result of our failure to comply with our own obligations in respect of Wordsmith AIor Services).
Limitation of liability
Except as expressly stated in clause 9.2:
Wordsmith AI shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: special damage even if Wordsmith AI was aware of the circumstances in which such special damage could arise; loss of profits; loss of anticipated savings; loss of sales or business opportunity; loss of agreements or contracts; loss of goodwill; loss or corruption of software, data or information; and wasted expenditure;
the total liability of Wordsmith AI, whether in contract, tort (including negligence) or otherwise and whether in connection with the Contract or any collateral contract, shall in no circumstances exceed a sum equal to the higher of £1,000 or 10% of the total Fees paid by the Customer during the twelve (12) months immediately preceding the date on which the claim arose.; and
the Customer agrees that, in entering into the Contract, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) Wordsmith AI shall have no liability in any circumstances otherwise than in accordance with the express terms of the Contract.
The exclusions in clause 9.1 shall apply to the fullest extent permissible at law, but Wordsmith AI does not exclude liability for:
death or personal injury caused by the negligence of Wordsmith AI, its officers, employees, contractors or agents;
fraud or fraudulent misrepresentation; or
any other liability which may not be excluded by law.
Except as expressly and specifically provided in these Terms, we shall have no responsibility or liability for the availability or reliability of the Wordsmith AI Solution and/or the Services, or their ability to meet the Customer’s needs. The outcomes and/or content provided by the Wordsmith AI Solution and/or in the course of the provision of the Services are provided for general information only and may be provided in an automated manner based on the information, materials and data which the Wordsmith AI Solution has had access to. The outcomes are not intended to meet any individual, specific or professional requirements. The content is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the outcomes and/or content obtained from the Wordsmith AI Solution and/or our Services. You assume sole responsibility for any conclusions drawn from using the Wordsmith AI Solution and/or our Services, as well as for meeting any individual, specific or professional requirements.
Although we make reasonable efforts to monitor and improve the efficiency and accuracy of the operation of the Wordsmith AI Solution, we make no representations, warranties or guarantees, whether express or implied, that any outcomes or content you receive from the Wordsmith AI Solution or in our providing of Services to you are accurate, complete or up to date.
We shall have no responsibility or liability for the accuracy, deletion, failure to store, transmit or receive transmission of any content provided by a Customer to us.
Nothing in the Contract excludes the liability of the Customer for any breach, infringement or misappropriation of Intellectual Property Rights of Wordsmith AI.
Where we provide (including through the Wordsmith AI Solution or in the provision of the Services) links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
Term and termination
The Contract shall, unless otherwise terminated as provided in this clause 10, commence on the Commencement Date and shall continue for the initial subscription term set out in the Order Form and, thereafter, it shall be automatically renewed for successive period set out in the Order Form.
Either party may terminate the Contract for convenience at the end of the Contract term or the respective renewal by serving to the other party a written notice (including by email) at least 30 days before the expiration of the respective Contract term or renewal, such termination shall take effect at the end of the current Contract term at earliest (unless the Customer has terminated the Contract by notice as a result of Wordsmith AI’s change of these Terms that directly and substantially contradict the terms and conditions of the Contract in effect when the Customer initially accepted it, and the Customer finds these changes unacceptable; in such case termination shall become effective after the expiration of the 30 days’ notice period).
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of the other party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
or the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
On termination:
all rights granted to the Customer under these Terms shall cease;
the Customer shall cease all activities authorised by these Terms;
the Customer shall immediately pay to Wordsmith AI any sums due to Wordsmith AI under these Terms; and
Wordsmith AI shall within 30 days from the date on which termination has become effective pay to the Customer the pro-rated sum for any paid-for but unused licence term.
Upon termination of the Contract, we will delete all content of the respective Customer and its users within 30 days after the Contract has expired.
Any provision of these Terms which expressly or by implication is intended to come into or continue in force on or after termination of this Contract shall remain in full force and effect.
Confidentiality
In order to perform its obligations under the Contract, each party may be given access to information of the other party (including that of its Users) that is proprietary or confidential and is either clearly labelled or identified as such (“Confidential Information”). A party's Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.
Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Contract.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
The above provisions of this clause 11 shall survive termination of this Contract, however arising.
General provisions
Assignment. We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract. The Customer may not assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Wordsmith AI.
Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Variation No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, unless superseded by a provision contained in a new version of these Terms, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 12.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices. Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the other party’s recorded address. Any notice shall be deemed to have been received (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting (where “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business); or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute
Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
No partnership or agency. Nothing in the Contract 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.
Force majeure. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving seven days' written notice to the affected party.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction. Should for any reason the arbitration clause become inapplicable or is deemed invalid, both parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
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