ENSEMBLE SOFTWARE WITH A SERVICE TERMS & CONDITIONS

VERSION 1.2 01-JUL-2025

1. The Licence

In consideration of the fees stated in the Order Form (and conditional upon continued receipt of those fees), Ensemble shall provide Customer with access to and a non-exclusive licence to use the Solution detailed in the Order Form in accordance with the licence terms contained in this Agreement.

2. Definitions

• "Confidential Information": Means information that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that:

  (a) the recipient already knew;

  (b) becomes public through no fault of the recipient;

  (c) the recipient independently developed; or

  (d) that was lawfully given to the recipient by a third party.

  It includes (without limitation):

  (i) trade secrets;

  (ii) product prototypes, methodologies and other technical and design information; and

  (iii) business information including plans, customers and products.

• "Customer": means the organisation stated on the Order Form.
• "Ensemble": means Ensemble AI Limited, a company registered in England and Wales with company number 15610607 whose registered office is at 128 City Road, London, United Kingdom, EC1V 2NX.
• "Intellectual Property Rights": means all copyright and rights in the nature of copyright, database rights, design rights, patents and trade marks (including all goodwill in them), applications for any of the above, moral rights, know-how, confidential information, and/or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world.
• "Minimum Subscription Period": means the initial, non-cancellable term of subscription for the Services, commencing on the Go-Live Date and continuing for the Minimum Term specified in the Order Form, and in any case being no less than twelve (12) consecutive calendar months, unless otherwise expressly agreed in writing between the parties.
• "Order Form": means the document executed by the Customer and Ensemble which sets out the commercial details of the Customer’s subscription of the Solution including pricing, licence quantities (Units), subscription term, and any additional terms. The Order Form incorporates by reference the Ensemble Terms & Conditions and forms part of the binding Agreement between the parties.
• "Solution": means the AI platform as a service developed, hosted and managed by Ensemble which consists of the Release and all Sub Releases as more particularly detailed in the application Order Form.
• "Unit": means the number of individual entitlements, subscriptions, or licenses purchased by Customer for access to and use of the Solution, as specified in the applicable Order Form or other written document agreed between both parties. Each Unit corresponds to a defined scope of use (e.g., per user, per location, per transaction, or other metric) and governs the extent to which the Customer may access or utilise the Solution under this Agreement.
• "User Account": means each invitation made by Customer which results in a set of login credentials being sent to an individual for the purpose of accessing the Solution.

3. Fees & Payment

a. Ensemble shall invoice Customer and Customer shall pay Ensemble the Subscription Fees in accordance with the terms of the Order Forms (the “Subscription Fees”). Unless otherwise agreed in the Order Form, Subscription Fees are paid annually in advance by direct debit.

b. If at any time Customer ceases to pay the Subscription Fees, Ensemble shall in its discretion either:

(i) suspend Customer’s access to the Solution until payment of the Subscription Fees are made up to date; or

(ii) give Customer thirty days’ written notice (email shall suffice) of termination of the Agreement.

c. At the end of each 12-month period from the Go Live Date (as defined in the Order Form), Ensemble shall determine the average number of Units used by Customer over that period. This average shall be applied retrospectively to adjust the fees owed for the completed period and shall also set the basis for fees payable in the following 12-month period. If the average number of Units used exceeds the number of Units originally purchased for that period, Customer shall owe the difference in fees, calculated in accordance with Ensemble’s standard published pricing, and such amount shall be added to the invoice payable in accordance with the applicable Order Form.

d. Ensemble may review and increase the standard price per Unit at the end of the Minimum Term and at the end of each subsequent 12-month renewal period. Any price increase shall be subject to a minimum of sixty (60) days’ prior written notice to the Customer and will take effect from the start of the applicable renewal period. Any such increase shall not exceed the greater of:

(i) five percent (5%) of the fees payable in the immediately preceding twelve (12) months period, or

(ii) the percentage increase in the UK Consumer Price Index (CPI) over the preceding twelve (12) months.

Price adjustments under this clause shall apply only from the start of the next renewal term and shall not affect fees already invoiced or committed during the current Minimum Subscription Period.

4. Duration

a. This Agreement shall commence on the Order Form Effective Date and shall continue for the period of the Minimum Subscription Period and, if renewed in accordance with this clause 4, for the applicable renewal period, unless terminated earlier in accordance with its terms.

b. Unless at least thirty (30) days’ prior written notice is given by the Customer to Ensemble that this Agreement shall expire at the end of the Minimum Subscription Period or any renewal period, this Agreement shall automatically renew for successive twelve (12) month periods, unless terminated earlier in accordance with its terms.

5. Intellectual Property Rights

a. The Solution (as defined in this Agreement), including all underlying software, models, configurations, and all Intellectual Property Rights therein, is and shall remain the sole property of Ensemble. Subject to the terms of this Agreement, Ensemble grants Customer a non-exclusive, non-transferable, personal licence, for the duration of this Agreement, to access and use the Solution for the number of Users and business processes set out in the applicable Order Form.

b. The Solution enables Customer to upload and/or link to Customer-created content, including business data, workflow information, documentation, and other materials. All such Customer content (and all Intellectual Property Rights therein) remains the property of the Customer. Customer grants Ensemble a non-exclusive, limited licence to use this content solely for the purpose of delivering the Solution and performing its obligations under this Agreement.

c. Any materials provided by Ensemble within the Solution, including without limitation all templates, process maps, UI wireframes, job stories and all Intellectual Property Rights therein, are owned by Ensemble. Ensemble grants Customer a non-exclusive, non-transferable licence to use such materials for its internal business purposes only for duration of the Minimum Term.

d. Except as expressly stated in this Agreement, neither party acquires any right, title, or interest in the Intellectual Property Rights of the other party or its licensors. All rights not expressly granted are reserved.

6. Data Processing

Ensemble shall comply with the data processing obligations contained in Appendix A to this Agreement.

7. Confidential Information

During the course of the Agreement, one party (the “discloser”) may disclose Confidential Information to the other party (the “recipient”). Neither party shall disclose Confidential Information to any third party unless authorised in writing by the discloser. On termination or expiry of this Agreement, each party shall promptly return all Confidential Information belonging to the other, or certify in writing that all such Confidential Information has been destroyed.

8. Restrictions

Customer shall not and shall not attempt to, copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, translate, or attempt to discover any prototypes, software, algorithms, or underlying ideas which embody the Solution (except to the extent allowed by law). Customer shall not rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the Solution. Customer shall not copy any ideas, features, functions or graphics which are proprietary to Ensemble. Customer shall not use the Solution in a way that could damage, disable, overburden, impair or compromise Ensemble’s systems or security or interfere with other users.

9. Attribution

Ensemble shall be entitled to use Customer’s name and logo in its sales, marketing and PR material (including its website) and Customer grants Ensemble a non-exclusive licence solely for this purpose. This licence may be terminated immediately upon notice by Customer at any time.

10. Termination Rights

a. Either party may, on giving written notice to the other, terminate this Agreement with immediate effect if: (i) the other party is in material breach of the Agreement and such breach is incapable of remedy; (ii) the other party is in breach of the Agreement and, where such breach is capable of remedy, fails to remedy such breach within 30 days of being so requested; (iii) regardless of whether the breach could be regarded as material or is capable of remedy, the other party is in breach of clause 7 or 8; or (iv) any force majeure event continues for a period of 30 consecutive days or more.

b. Either party shall be entitled, on giving written notice to the other, to terminate this Agreement with immediate effect if the other party ceases, or threatens to cease to carry on business, or is or becomes unable to pay its debts as they fall due.

c. Prior to termination or expiry of this Agreement, Customer may at any time download any other content uploaded into the Solution by Customer. After the date of termination or expiry, Ensemble shall have no obligations in relation to the Customisable Documents or any other content uploaded into the Solution by Customer (other than as required by applicable law).

d. On termination of this Agreement the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

11. Warranties

a. Each party warrants to the other that it has the power to enter into this Agreement and perform its respective obligations under this Agreement.

b. The Solution is made available for use “as is”. No condition, warranty or other term is given or entered into to the effect that the Solution shall be of satisfactory (or any other) quality or that the Solution shall be fit for any particular purpose. All other warranties, conditions or terms implied by law, or by custom are excluded.

c. Customer acknowledges and agrees that the Solution developed and provided by Ensemble is designed to support Customer’s business process automation initiatives using artificial intelligence and machine learning technologies. It is intended as a tool to assist with operational improvement and decision-making, but does not guarantee the accuracy, suitability, legal compliance, or effectiveness of any automated process or outcome.

d. Customer assumes full responsibility for any decisions, actions, or omissions made in reliance on insights, outputs, or functionality provided by the platform. Ensemble shall not be responsible for the accuracy, completeness, legality, or business impact of Customer’s use of the platform, nor for any final outputs, documentation, or business processes that Customer configures, automates, or integrates using the platform.

e. Customer further understands and agrees that:

(i) Any statements, analyses, recommendations, or opinions delivered by Ensemble, whether within the platform or during the course of services, are provided in good faith based on the information available to Ensemble at the time. They do not constitute a warranty, representation, or guarantee as to any business outcome, performance improvement, or compliance with any regulatory or operational standard.

(ii) The Solution or accompanying services may include references to or integrations with third-party software, tools, service providers, or consultants. Ensemble provides no warranty regarding any such third-party products or services and Customer is solely responsible for evaluating and contracting with any such third party.

12. Indemnity

Ensemble shall indemnify Customer from and against any losses, liability, damages, and expenses (including all reasonable legal fees) that Customer incurs or are awarded against Customer as a result of any claim against Customer by a third party that its use of the Solution infringes that third party’s Intellectual Property Rights provided that:

(a) Ensemble is given prompt notice of such claim;

(b) Ensemble is given sole authority to defend or settle the claim; and

(c) Customer provides reasonable co-operation to Ensemble in the defence and settlement of such claim, at Ensemble’s expense.

13. Liability

a. Nothing in this Agreement shall exclude or limit either party’s liability for: (i) death or personal injury resulting from its negligence or the negligence of its agents or employees; (ii) fraud or fraudulent misrepresentation; (iii) breach of clauses 7 or 8; or (iv) any other liability which cannot be excluded by law.

b. Ensemble shall not be liable (whether in contract, tort or otherwise) for any loss suffered by Customer which arises as a result of the failure by Customer to keep its password for the Solution secure.

c. Subject to clause 13(a), neither party shall be liable (whether in contract, tort or otherwise) for any special, indirect or consequential loss, or for loss of profits, or loss of goodwill (whether or not such losses were within the contemplation of the parties at the date of this Agreement) suffered or incurred by the other party.

d. Subject to clauses 13(a) and 13(b), each party’s total aggregate liability to the other arising from or in connection with this Agreement (whether in contract, tort or otherwise) shall be limited to 125% of the total amounts paid or payable by Customer to Ensemble under this Agreement.

14. General

a. This Agreement does not create any agency or partnership relationship between Ensemble and Customer.

b. Neither party can assign or transfer this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld or denied) except that either party shall be entitled to assign or transfer this Agreement to a purchaser of all or a substantial part of its assets without such consent.

c. This Agreement sets out all the terms between Ensemble and Customer with respect to its subject matter, and supersedes any prior oral or written agreements.

d. Nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.

e. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement and (a) the parties shall immediately commence good faith negotiations to remedy such invalidity; and (b) the validity and enforceability of the other provisions of the Agreement shall not be affected.

f. This Agreement shall be governed by and construed in accordance with English law. The parties agree that any dispute or claim arising out of or in connection with this Agreement shall be brought exclusively in the courts of England and Wales.

Appendix A – DATA PROCESSING

1. Details of Processing of Personal Data

2. Interpretation

3. Rights and Obligations