ENSEMBLE SOFTWARE WITH A SERVICE TERMS & CONDITIONS

VERSION 1.0 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 the recipient already knew; becomes public through no fault of the recipient; is independently developed; or was lawfully given by a third party.
Customer: The organisation stated on the Order Form.
Ensemble: Ensemble AI Limited, a company registered in England and Wales (Company No. 15610607).
Intellectual Property Rights: Includes all rights in copyright, databases, designs, patents, trademarks, know-how, and confidential information.
Minimum Subscription Period: The initial non-cancellable term commencing on the Go-Live Date, no less than 12 months unless agreed otherwise.
Order Form: The document executed by both parties outlining pricing, licence quantities, and other commercial terms.
Solution: The AI platform developed and managed by Ensemble as specified in the Order Form.
Unit: The number of entitlements or licences purchased as specified in the Order Form.
User Account: Login credentials provided to individuals for accessing the Solution.

3. Fees & Payment

Subscription Fees are payable annually in advance by direct debit unless otherwise agreed.
If Customer fails to pay, Ensemble may suspend access or terminate with 30 days’ notice.
At each 12-month anniversary, average Unit usage is reviewed to adjust fees retrospectively and for the upcoming year.
Ensemble may increase Unit pricing annually after the Minimum Term with 60 days’ notice, capped at 5% or CPI increase, whichever is greater.

4. Duration

Agreement commences on the Order Form Effective Date and runs through the Minimum Subscription Period.
Automatically renews annually unless Customer provides 30 days’ written notice of non-renewal.

5. Intellectual Property Rights

Ensemble retains all rights to the Solution and its components.
Customer retains rights to its uploaded content and grants a limited licence for use by Ensemble to deliver the Solution.
Templates and materials provided within the Solution are Ensemble property and may be used internally by Customer during the term.
No rights are transferred unless expressly stated.

6. Data Processing

Ensemble shall comply with data processing obligations as set out in Appendix A.

7. Confidential Information

Each party must keep the other’s Confidential Information secret and return or destroy it upon termination.

8. Restrictions

Customer shall not attempt to reverse engineer, copy, rent, lease, sub-licence or modify the Solution, nor misuse it to compromise Ensemble systems.

9. Attribution

Ensemble may use Customer’s name and logo in marketing unless Customer opts out.

10. Termination Rights

Either party may terminate for material breach, insolvency, or extended force majeure.
Upon termination, Customer may download its content; after termination Ensemble has no further obligations unless required by law.
Certain clauses survive termination.

11. Warranties

Each party warrants it has the right to enter this Agreement.
Solution is provided “as is” with no implied warranties.
Ensemble does not warrant accuracy or compliance of outputs; Customer assumes responsibility for use.

12. Indemnity

Ensemble shall indemnify Customer for IP infringement claims, provided Customer gives prompt notice, cooperation, and allows Ensemble to lead the defence.

13. Liability

Nothing limits liability for death, fraud, or breach of confidentiality obligations.
Ensemble is not liable for Customer password mismanagement or indirect losses.
Liability is capped at 125% of total fees paid under the Agreement.

14. General

No agency or partnership is created by this Agreement.
Assignment requires consent, except in asset sale scenarios.
This Agreement constitutes the entire understanding.
No third-party beneficiaries.
Invalid provisions do not affect remaining terms; parties shall negotiate remedies.
Governing law is English law, with disputes heard in English courts.