Table of Content

Terms and Conditions

NOTE: The terms below are representative of a typical agreement between Fifth Dimension AI and one of our customers. Not all of our SaaS agreements are the same.

1. Getting Started

1.1. Welcome to Fifth Dimension!

The Order Form and these Terms and Conditions (and any documents referenced in them) set out the agreement between the parties which govern the relationship.

1.2. When Our Relationship Starts and Ends

This Agreement begins on the Start Date stated in Order Form. It will remain in effect until (i) either party gives the other at least 30 days’ written notice of their intention to terminate the Agreement, such notice period to expire no earlier than the date that all Order Forms have come to an end in accordance with section 1.3 below, or (ii) until terminated by one of the parties in accordance with this Agreement (such as under clause 5.2 (d) if the other party is insolvent).

1.3. Order Form Duration

Each Order Form signed by the parties begins on the Start Date stated in it and continues for the Initial Term. At the end of the Initial Term, the Order Form will continue for the Renewal Term specified in that Order Form and will renew again on each anniversary of that Renewal Term. Except for any clauses that survive termination (such as confidentiality), an Order Form will not continue beyond the Initial Term if no Renewal Term is specified in that Order Form. The Order Form will also not continue for a further Renewal Term if either party provides the other with written notice of termination within the Notice Period specified in that Order Form, or if it is terminated in accordance with any other termination rights provided in the Agreement.

1.4. Where to find the definitions

Definitions for the capitalised words used in this Agreement can be found at the end of these Terms and Conditions.

2. Our Provision and Your Use of Our Software and the Services

2.1 Subscription

Fifth Dimension will make Our Software available to the Customer and provide the Support Services to the Customer for your use in accordance with this Agreement.

2.2. Support

Fifth Dimension will provide support to the Customer in accordance with Fifth Dimension’s service levels set out in the Support Services and will designate an Account Contact person for the Customer to reach out to regarding specific support issues.

2.3. Your Account and Users

The Customer is solely responsible for maintaining the status of its Users. The Customer will ensure its Users safeguard all User authentication credentials. The Customer is responsible for all activities of its Users (except those resulting from any breach or non-conformance by Fifth Dimension or its obligations under this Agreement).

2.4. Your General Responsibilities

Customer is solely responsible for the accuracy, quality and legality of Customer Content that the Customer or its Users input or direct to be inputted into Our Software, along with the use the Customer makes of any data Outputs provided by Our Software. The Customer must ensure that it and its Users comply with this Agreement and relevant Policies. The Customer is responsible for the acts and omissions of any of its Users relating to this Agreement as though they were the Customer’s own acts and omissions. The Customer must not use the Services in any way which breaches this Agreement, any applicable laws or for any other unlawful purposes. The Customer may only use the Software for its intended internal business purpose and not for any other purposes.

2.5. Technology Improvement

Fifth Dimension may modify Software and Services to improve it or to reflect changes to its Software, technology, information security practices and to comply with any legal requirements. Fifth Dimension will notify You in advance of any material changes which may substantially and adversely affect our Service in accordance with the section 1.5 process except (i) in cases of an emergency, (such as critical vulnerability remediation, (ii) to implement any applicable law, (iii) to comply with third-party certification standards We may obtain from time to time, or (iv) address security vulnerability or similar updates.

3. Intellectual Property Rights & Permissions to Each Other

3.1. Our Software License to You

From the Start Date until termination of the Agreement, in consideration for the Customer’s payment of the Fees, Fifth Dimension grants the Customer a limited, revokable, non-exclusive, non-transferable, royalty-free license, without right to sub-license, to access and use the Software and Services strictly in accordance with this Agreement.

3.2. Outputs License

Notwithstanding the termination of this Agreement, Fifth Dimension grants the Customer an irrevocable, perpetual, non-exclusive, royalty-free license to use, modify, and otherwise exploit the Outputs generated through the use of the Software or Services for the Customer's internal business purposes. For the avoidance of doubt, this license does not grant the Customer any rights in the underlying Software or Services used to generate the Outputs, which remain the exclusive property of Fifth Dimension. Fifth Dimension reserves the right to use the Outputs solely for the purposes of improving and training its Software and Services, subject to the confidentiality and data protection obligations set out in this Agreement.

3.3. Your License to Us

From the Start Date until termination of this Agreement, the Customer grants Fifth Dimension, a limited, non-exclusive, non-transferable, sub-licensable, royalty-free, license to use Customer Content for the purposes set out in this Agreement.

3.4. Ownership and Use of Customer Content.

Ownership and Use of Customer Content. The Customer retains all its Intellectual Property Rights in and to Customer Content and its Confidential Information. No ownership interest in Customer Content or the Customer Confidential Information is transferred to Us by virtue of this Agreement. Fifth Dimension will use Customer Content and Customer Confidential Information only as described in this Agreement. To the extent that any Customer Content includes any Outputs or Usage Data, Fifth Dimension may collect and use the Customer Content to develop, improve, operate, and support its Software and services and as Training Data. Any Customer Content comprising Output or Usage Data used by Fifth Dimension for this purpose will be anonymised and aggregated such that it does not identify Customer or contain any Customer Confidential Information or personal data, and such Customer Content will no longer considered to be Customer Content.

3.5. Fifth Dimension Intellectual Property and Ownership Rights.

Fifth Dimension Intellectual Property and Ownership Rights. Other than the license to the Customer in clause 3.1 and 3.2, nothing in this Agreement gives the Customer any Intellectual Property Rights in the Fifth Dimension Software, Services, Outputs and Training Data, and the Fifth Dimension Confidential Information, and all enhancements or improvements to, or derivative works with respect to any of it, which is Fifth Dimension or its licensors intellectual property and is protected by copyright and other laws.

3.6. Restrictions

Customer will not: (i) reverse engineer, disassemble, decompile or otherwise attempt to derive source code, algorithms, non-public APIs, models, parameters or weights or user interface techniques from the Fifth Dimension Software, Services, or any part of them; (ii) modify, translate, adapt, alter or create derivative works based upon Our Software, Services, or any part of them; (iii) remove any proprietary notices, labels, trademarks or service marks on Our Software, Services, or any part of them; (iv) access any part of the Software or Services to build a product or service which competes with it, (v) use Our Software or Services for any purposes other than the purposes stated in this Agreement; (vi) reproduce, publish, display, distribute, sell, share, sublicense, transfer, rent, lease, publish, broadcast, timeshare, loan, disclose or otherwise make available Our Software, Services or any part of them to any third party or (vii) attempt to circumvent any user limits, use restrictions or Event attributions that are built into the Software or Services, (viii) use the Software or Services to benchmark or train competing models; and (ix) engage in data scraping, mining, or model training using any Fifth Dimension intellectual property.

3.7. Third Party Software

Fifth Dimension’s Software features include Outputs which we will identify in the Software as “Ellie”. Any Customer Content inputs into our Software and your use of the Outputs must comply with the Acceptable Use Policy.

3.8. Third Party Applications

The Services may integrate or interoperate with applications or software provided by third parties (“Third‐Party Applications”). Third‐Party Applications are provided by third parties under their own terms and conditions, and Fifth Dimension makes no representations or warranties concerning, and has no liability for, any Third‐Party Application. If the Customer chooses to use or enable a Third‐Party Application with the Services, the Customer consents to Fifth Dimension exchanging relevant Customer Content with such Third‐Party Application as necessary for the integration.

3.9. Outputs

As with all Generative AI, the Outputs produced by the Software and Services use technology that may sometimes produce incorrect or inaccurate results. All Outputs should be carefully reviewed and vetted by the Customer before use. The Customer agrees to implement human oversight to review and validate such outputs before relying on them for decision -making.

4. Our Fees & Your Payment Obligations

4.1. Fees

The Customer’s Fees for the Services are set out in each Order Form. Fifth Dimension will issue you with invoices for the Fees for each Billing Period stated in the Order Form. If the Customer upgrades any Services during the Term, the Customer Fees will be pro-rata applied from the date that the Customer upgrades and for the remainder of the current subscription period.

4.2. Maximum Monthly Events

If the total number of Events exceeds maximum number of Events stated in an the applicable Order Form in any given Year, Fifth Dimension may charge You for the excess Events. The additional charge will be calculated at the rate of two times the per-Event cost set out in your Order Form.

4.3. Payment of Services Fees

Customer agrees to pay Fifth Dimension the Fees for the Services as set out in each Order Form in accordance with the Billing Period set out in the Order Form and without any set-off or deductions. Unless stated otherwise in the applicable Order Form, the Customer will make all payments within 30 days of the date of the Fifth Dimension invoice in the billing currency stated on the Order Form.

4.4. Sales Tax, Value Added Taxes, etc.

Fees stated in the Order Form are exclusive of all taxes and duties, including Sales and Use Tax, withholding tax, VAT, GST, HST or other governmental charges which are applicable now or in the future. The Customer is responsible for all such taxes, except for taxes on Fifth Dimension’s income. If the Customer is claiming exempt status for any portion of the fees due, the Customer must provide Fifth Dimension with any valid tax-exempt certificates or such similar documents prior to executing the Order Form.

4.5. Overdue Payments

If the Customer fails to make any payment due to Fifth Dimension under the Agreement by the due date for payment, Fifth Dimension may (i) suspend delivery of the Services until such time as the outstanding Fees are paid;(ii) seek reimbursement from the Customer of its reasonable costs in its enforcement of this clause (which may include legal costs); and charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate from time to time, accruing on a daily basis from the due date until payment.

5. Other ways this Agreement comes to an end

5.1. Termination for cause

Either party may terminate this Agreement (or any Order Form if the context requires) immediately by written notice if: (a) the other party commits material breach of the Agreement which is not capable of being remedied; (b) the other party fails to cure any remediable material breach within 30 days of being notified in writing of the breach; (c) the other party persistently breaches this agreement, (d) the other party is unable to pay its debts as and when they fall due. In addition to any other rights and remedies available under this Agreement, We may, upon written notice, immediately suspend Your access to the Services if we reasonably suspect you to be in breach of this Agreement. We will promptly lift any such suspension once the You have remedied the breach.

5.2. Post Termination Obligations

Following termination of this Agreement: (a) the Customer will immediately pay to Fifth Dimension all outstanding Fees, (b) except where stated otherwise in this Agreement, all rights and licenses granted under the Agreement, shall cease; (c) the parties shall return or destroy (and certify destruction of) all copies of any Intellectual Property of the other party disclosed to it. With respect to this clause 5.2(c), please note that unless advised in writing by the Customer within 30 days of the date of termination (for whatever reason) Fifth Dimension will destroy any Customer Content we hold on the Customer’s behalf without further notice.

5.3. Srvival

Any rights and obligations under the Agreement which by their nature should survive, will remain in effect after performance, termination, or expiration of the Agreement.

6. Our Promises – and Yours

6.1. Our Promises

Fifth Dimension warrants to the Customer that:
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(a.) Performance Warranty. During the Initial Term and any Subsequent Renewal Term the Fifth Dimension Software will conform in all material respects with the Agreement.

(b.) Viruses. Fifth Dimension will use commercially reasonable efforts, using applicable current industry practices, to ensure that its Software contains no material computer virus, Trojan horse, worm or other similar malicious code.

(c.) Support Services. Fifth Dimension will provide the Support Services with reasonable skill and care, in accordance with the relevant service levels and consistent with applicable good industry standards.

(d.) Infringement. Fifth Dimension’s provision to the Customer of the Software and Services and the Customer’s use of them in accordance with this Agreement does not infringe any third-party Intellectual Property Rights.

(e.) Compliance with Law. The Services will comply with all laws applicable to Fifth Dimension in Our provision of Services.

9.1. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ANY USE IT MAKES OF THE FIFTH DIMENSION SOFTWARE AND SERVICES. THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR THE OUTPUTS OBTAINED FROM ITS USE OF THE SOFTWARE AND SERVICES, INCLUDING ANY CONCLUSIONS DRAWN FROM SUCH USE OR WHETHER TO DEPLOY (OR NOT DEPLOY) ANY ADJUSTMENTS TO THE SOFTWARE OR OTHER ELEMENTS OF THE SERVICES THAT FIFTH DIMENSION MAY RECOMMEND TO THE CUSTOMER FROM TIME TO TIME.

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6.2. Performance Remedy

If Fifth Dimension fails to comply with the warranties set out in clause 5.1 (a) or 5.1(c) above, and the Customer provides Fifth Dimension with written notice of Our non-compliance, then Customer’s sole and exclusive remedy is for Fifth Dimension to (at Our option) either repair, redo or replace the non-conforming elements of our Services. If Fifth Dimension is unable to correct the non-compliance within 30 days of getting such written notice from the Customer, You may terminate the affected Services, and Fifth Dimension will refund to the Customer a pro-rata amount of any Fees prepaid to Fifth Dimension and applicable to the unutilised portion of the terminated Services.

6.3. Infringement Remedy

The Customer’s sole remedy for any failure by Fifth Dimension to comply with the warranty in clause 5.1(d) is to at Fifth Dimension’s expense, either: (i) secure the Customer’s right to continue using the relevant Services; (ii) modify the infringing Service elements in a functionally equivalent manner; or (iii) terminate the Order Form and provide a pro-rata refund of any prepaid Fees for the unused portion.

6.4. Bugs

While Fifth Dimension makes reasonable efforts to ensure its Software is free from bugs, errors or omissions, it does not make any warranty to the Customer that its Software is free from all minor bugs, errors, or omissions.

6.5. Disclaimer

EXCEPT WHERE STATED OTHERWISE IN THIS AGREEMENT:

(a.) NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

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(b.) ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THIS AGREEMENT.

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(c.) NONE OF THE OUTPUTS OR SERVICES CONSTITUTE LEGAL, FINANCIAL, COMPLIANCE, OR OTHER PROFESSIONAL ADVICE. THE CUSTOMER IS RESPONSIBLE FOR VERIFYING ALL OUTPUTS PRIOR TO RELYING ON THEM, AND FIFTH DIMENSION DISCLAIMS ANY LIABILITY ARISING FROM DECISIONS MADE BASED ON SUCH OUTPUTS.

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(d.) IF THE CUSTOMER USES ANY PRE-RELEASE, TRIAL, OR BETA FEATURE OF THE SOFTWARE (“BETA SERVICE”), SUCH BETA SERVICE IS PROVIDED ‘AS IS’ AND WITHOUT WARRANTY OF ANY KIND. IT MAY ALSO BE CHANGED OR DISCONTINUED AT ANY TIME, AND FIFTH DIMENSION WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE BETA SERVICE. THE PARTIES ACKNOWLEDGE TAT PARTICIPATE IN ANY BETA SERVICE IS ENTIRELY VOLUNTARY AND THE CUSTOMER HAS BEEN GIVEN THE OPPORTUNITY TO DECLINE PARTICIPATION. THE CUSTOMER FURTHER ACKNOWLEDGES THAT BETA SERVICES MAY CONTAIN DEFECTS OR ERRORS AND BY CHOOSING TO USE THEM, IT ACCEPTS ANY ASSOCIATED RISKS.

6.6. Your Promises

The Customer warrants and represent that it has the power and authority necessary to enter into this Agreement and perform the obligations within it and that the Customer’s use of the Software and Service will comply with the terms of this Agreement and all applicable law.

7. Confidential Information & Publicity

7.1. Usage Limitations

When one party receives Confidential Information (called the “Recipient"), they may use it only for the purposes for which it was provided. The Recipient can only share Confidential Information with their employees or contractors who are also bound by similar confidentiality restrictions, and only for the purposes for which it was provided under the Agreement.

7.2. Exceptions

The obligations mentioned in clause 7.1 do not apply to information that (a) the Recipient obtained without breaching any confidentiality obligations; (b) becomes known to the public without the Recipient’s involvement; (c) the Recipient independently develops without using Confidential Information of the other party and can evidence such development; or (d) the Recipient is legally required to disclose due to a court or governmental order, subject to clause 7.3 below.

7.3. Notification

If either party receives any request or intends to disclose all or any Confidential Information pursuant to clause 7.2(d) above, that party agrees to consult the other before making such disclosures (unless prohibited by law). During this consultation, the disclosing party agrees to act reasonably and in good faith, considering any input or concerns raised by the other party regarding the proposed disclosure.

7.4. Publicity

Fifth Dimension may mention Customer as a client of Fifth Dimension in its website and in marketing collateral, and for that limited purpose, Fifth Dimension may use Customer’s name, logo and trademark. In addition, upon Customer’s written consent (not to be unreasonably withheld, conditioned or delayed), Fifth Dimension may issue a press release or case study, concerning its engagement with the Customer. Fifth Dimension welcomes any PR or marketing activities by the Customer and consent to the use by the Customer of Fifth Dimension’s name, logos and trademarks by You for such purposes. Furthermore, Fifth Dimension encourage the Customer to reach out to us for any collaborations in this regard.

8. Data Protection

8.1. Legal Compliance

We both confirm that we will comply with our respective obligations under the Data Protection Legislation, and this section, along with our Data Processing Addendum is in addition to, and does not relieve, remove or replace any of those obligations.

8.2. Consent

By entering into this Agreement, and whenever the Customer provides or causes personal data to be shared with Fifth Dimension, the Customer confirms that it has obtained all required consents from the data subjects in order for Fifth Dimension to process the personal data in accordance with this Agreement. The Customer acknowledges that Fifth Dimension relies on the Customer’s instructions with respect to the direction and extent to which Fifth Dimension is entitled to use and process the personal data the Customer provides Fifth Dimension pursuant to this Agreement. The Customer also acknowledges that it controls what data is uploaded onto the Services, who is given access to it and therefore what personal data is processed by Fifth Dimension. Consequently, Fifth Dimension will not be liable for any claim brought by a data subject arising from any act or omission by the Customer in this regard.

8.3. Our Obligations

This Agreement includes the Data Processing Addendum which sets out the scope, nature and purpose of processing by Us of any personal data Fifth Dimension will process on the Customer’s behalf, the duration of the processing and the types of personal data. Fifth Dimension will only process the personal data in accordance with this Data Processing Addendum.

9. Limitation of Liablity

9.1. - 9.4. Limitations

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9.2. FIFTH DIMENSION SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY THIRD-PARTY SOFTWARE INTEGRATIONS, ERRORS, OR OMISSIONS IN ANY INFORMATION OR INSTRUCTIONS PROVIDED TO FIFTH DIMENSION BY THE CUSTOMER OR YOUR THIRD-PARTY VENDORS IN CONNECTION WITH THEIR USE OF THE SOFTWARE OR SERVICES.

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9.3. FIFTH DIMENSION SHALL HAVE NO LIABILITY FOR THE CUSTOMER CONTENT. THE CUSTOMER ACCEPTS THAT THE RESULTS AND ITS USE OF THE SOFTWARE AND SERVICES DEPEND ON THE TRUTHFULNESS, ACCURACY, COMPLETENESS, RELIABILITY, INTEGRITY, OR QUALITY OF THE CUSTOMER CONTENT.

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9.4. THE WARRANTIES IN CLAUSE 6.1 SHALL NOT APPLY IF THE FAILURE OF THE SOFTWARE OR SERVICES, OR ANY PART OF THEM, IS CAUSED BY: (i) THE USE OR OPERATION OF THE SOFTWARE OR SERVICES IN AN APPLICATION OR ENVIRONMENT OTHER THAN AS SET OUT IN THIS AGREEMENT; (ii) MODIFICATIONS TO THE SOFTWARE OR SERVICES NOT MADE BY FIFTH DIMENSION OR ITS AUTHORIZED REPRESENTATIVES; (iii) ACCIDENT, DISASTER, OR EVENT OF FORCE MAJEURE; (iv) THE CUSTOMER’S MISUSE, FAULT, OR NEGLIGENCE; (v) USE OF THE SOFTWARE OR SERVICES IN A MANNER FOR WHICH THEY WERE NOT DESIGNED OR INTENDED; OR (vi) YOUR CUSTOMER CONTENT.

9.5. Exceptions

NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF EITHER PARTY TO THE OTHER FOR:

(a.) DEATH OR PERSONAL INJURY CAUSED BY THE OTHER PARTY’S NEGLIGENCE.

(b.) FRAUD OR FRAUDULENT MISREPRESENTATION.

(c.) PAYMENT OF ANY FEES PROPERLY DUE.

(d.) ANY MATTER WHICH CANNOT BE EXCLUDED BY LAW.

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9.6. Exclusion of Certain Claims

WITH THE EXCEPTION OF CLAUSE 9.5, NEITHER PARTY WILL BE LIABLE TO THE OTHER WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION OR OTHERWISE FOR ANY (I) LOSS OF PROFITS; OR (II) LOSS OF BUSINESS; OR (III) DEPLETION OF GOODWILL AND SIMILAR LOSSES; OR (IV) LOSS OR CORRUPTION OF ANY DATA OR INFORMATION; OR (V) PURE ECONOMIC LOSS; OR (VI) LOSS OF USE; (VII) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES OR EXPENSES.

9.7. CAP

BOTH PARTIES’ TOTAL AGGREGATE LIABILITY TO THE OTHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU (I) IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (II) IF THE SERVICES HAVE NOT BEEN PERFORMED FOR A FULL 12 MONTH PERIOD, THEN THE TOTAL FEES PAYABLE FOR THE FIRST 12 MONTHS OF THE AGREEMENT.

10. Miscellaneous Provisions

10.1. Interpretation

When this Agreement says ‘including’, ‘for example’ or anything similar, we mean including without limitation. Headings shall be ignored in interpreting this Agreement. Singular words also include the plural and vice versa. Any reference to a statute or statutory provision refers to the version in force at the time of this Agreement. References to a person include individuals and corporate bodies. “Writing” or “written” includes faxes and e-signature software (like DocuSign) and email.

10.2. Construction

The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Order Form, (2) these Terms and Conditions, (3) the Data Processing Addendum and (4) applicable Policies. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

10.3. Entire Agreement

Subject to clause 9.5, this Agreement contains all the terms agreed between the parties and supersedes all previous oral and written Agreements between the parties relating to its subject matter. Neither party has relied on any statement, representation or warranty (whether made negligently or innocently), except those set out in this Agreement.

10.4. Amendments

Except where stated otherwise in this Agreement, any amendment must be (i) in writing (excluding email), (ii) expressly state that it is amending this Agreement and (iii) be signed by the parties.

10.5. Assignment

A party may not assign, transfer, or novate its rights or obligations under this Agreement without the prior written consent of the other party, which cannot be unreasonably withheld, conditioned or delayed. However, either party can transfer or novate its rights and obligations to a successor following a change of control of that party. A "change of control" occurs when a party undergoes a transaction resulting in (a) a transfer of more than 50% of its voting shares or equity to a third party, (b) a merger, consolidation, or reorganization where it is not the surviving entity, or (c) a sale of all or substantially all of its assets.

10.6. Subcontracting

Either party may subcontract its obligations under this Agreement, in whole or in part, without the prior written consent of the other, provided that the sub-contracting party remains liable for the subcontracted obligations and accept full responsibility for its subcontractors’ actions or inactions.

10.7. Severability

If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement remains unaffected. The affected provision will be changed to achieve the original objectives of it within the limits of the applicable law or court decision.

10.8. No Waiver

Neither party will be considered as having waived any rights by not exercising (them immediately or delaying their exercise under this Agreement. Any waiver of any right or remedies must be given in writing to be effective.

10.9. No Agency

This Agreement does not create any agency, partnership, or joint venture between the parties.

10.10. No Third-Party Beneficiaries

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

10.11. Anti-Bribery

Each of us will comply with all applicable laws regarding anti-bribery and anti-corruption.

10.12. Export Control

The Services are subject to the export control laws of various countries such as the U.S., U.K, and E.U. and the parties agree to comply with all laws in this regard. In particular, with respect to the use the Customer makes of Our Services, it will not cause Fifth Dimension to be in violation of such export control laws.

10.13. Force Majeure

A party is not liable under the Agreement for non-performance caused by events or conditions beyond its reasonable control including, natural disasters, terrorist attacks, wars, riots and armed conflicts, collapse of buildings, fires, floods explosions storms or significant accidents, failure of a utility service, transport or telecommunications network (including internet), pandemics, malicious damage, compliance with any law or governmental order, breakdown of plant or machinery. The affected party must notify the other party of the date on which it started, its likely duration, and the effect of the force majeure event on its ability to perform any of its obligations under the Agreement and use all reasonable endeavours to mitigate the impact on the other party. If the event continues beyond 30 days, the non-affected party may terminate the Agreement.

10.14. Notices

All notices must be in English, sent to Fifth Dimension’s email address at [email protected]. Notices to the Customer will be sent to the email or postal address in the Order Form. Any notice provided under this clause shall be effective upon (a) personal delivery, (b) the second business day after mailing (excluding weekends and public holidays of the domicile of the Fifth Dimension contracting entity) and (c) if by email, the day after sending (excluding weekends and public holidays of the domicile of the Fifth Dimension contracting entity).

10.15. Disputes

If a dispute arises in connection with this Agreement, then a director of each of the parties will attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute within 30 days of it being escalated to them, the parties agree to enter into mediation in good faith to settle such a dispute in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by the Centre for Effective Dispute Resolution. Neither party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute in accordance with the provisions of this clause, provided that the right to issue proceedings is not prejudiced by a delay.

10.16. Governing Law

This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement. The exception to this is that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights.

Definitions

Acceptable Use Policy or AUP means the guidelines governing the Customer’s use of the Fifth Dimension Software and Services available online at https://www.fifthdimensionai.com/en-gb/trust-centre as updated periodically.

Agreement means these Terms and Conditions, any Order Form, Policies and the Data Processing Addendum.

Billing Period is the time period stated as the ‘Billing Period’ in the relevant Order Form.

Branding any corporate, business or trading name, logo, colour scheme or other material (including any associated trademarks) reflecting the Customer’s business identity provided or made available to Fifth Dimension for its use pursuant to this Agreement.

Confidential Information means the terms of this Agreement and any information disclosed by (or on behalf of) one party (or a Group Company) to the other party in connection with this Agreement that is (a) marked as confidential or, (2) from its nature, content, or the circumstances in which it is disclosed, might reasonably be considered to be confidential.

Content means any Fifth Dimension’s proprietary materials it makes available to the Customer for its Use as part of our Services under this Agreement (whether in hardcopy, electronic form or in the Software) and includes any Supplementary Materials. information, comments, contributions, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Fifth Dimension on or through the Services and excludes any of Customer Content.

Customer Content means any raw data that the Customer or its Users input into the Software in order for Fifth Dimension to provide the Services, including any personal data.

Data Processing Addendum or DPA means the Data Processing Addendum at Appendix 1.

Data Protection Legislation means, all applicable legislation regarding privacy and the protection of “personal data” or “personally identifiable information” (as defined by such laws) including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426). The terms “data controller” “data processor”, "personal data”, “process” “processing” “personal data breach” and “data subject” shall have the same meanings as set out in the Data Protection Legislation.

Data Security Policy means Fifth Dimension’s Information Security Policy at https://www.fifthdimensionai.com/en-gb/trust-centre as updated from time to time.

End User means any individual who has been authorized by the Customer to use any features and functionality of the Fifth Dimension Software or Services.

Event is each input of Customer Content made by the Customer to Fifth Dimension Software.

Fee means the fees for the Services which are payable by the Customer to Fifth Dimension at the applicable rates set out on the Order Form.

Group Company an entity that directly controls, is controlled by, or is under common control with, a party to the Agreement.

Initial Term is the time period stated as the ‘Initial Term’ in the relevant Order Form.

Intellectual Property Rights means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered), and all other equivalent or similar rights which may subsist anywhere in the world.

International Data Transfer Agreement or “IDTA” means that standard international data transfer agreement issued by the UK Information Commissioner’s Office under Section 119A(1) of the Data Protection Act 2018 and pursuant to The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, as amended or replaced from time to time.

Maximum Events means the maximum number of Events in any given year as stated in the Order Form.

Notice Period is the minimum amount of days’ prior notice that one party needs to provide the other if it does not want to renew the Agreement before the next Renewal Term and is the number of days stated on the Order Form as the ‘Notice Period’.

Order Form means any Order Form signed by the parties describing the Services, Fees, duration and other matters agreed by the parties pursuant to these Terms and Conditions.

Output means any output arising as a result of any Customer Content inputted into the Software.

Payment Terms means the terms stated as the ‘Payment Terms’ in the relevant Order Form.

Software means Fifth Dimension’s proprietary algorithm and machine learning data analysis and extraction, document summarisation and content creation model comprising of its (a) proprietary software, modules and associated configuration, parameters, machine learning model architectures and weights (in source code and object code formats), (b) the Third Party Software, (c) the Training Data and (d) any Output.

Policies are Fifth Dimension’s Data Security Policy, Acceptable Use Policy and any other policies Fifth Dimension may provide you from time to time.

Recipient has the meaning given to it in clause 7.1.

Renewal Term means is the time period stated as the ‘Renewal Term’ in the relevant Order Form.

Services means the applicable Subscription Services and Support Services.

Start Date is the date stated in the relevant Order Form in which Fifth Dimension will make the Software and Services available to You.

Standard Contractual Clauses means the standard data protection clauses adopted by the European Commission in accordance with Article 46(2)(c) of the General Data Protection Regulation ((EU) 2016/679) on 4 June 2021 (as may be revised from time to time) and approved for use in England and Wales under The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.

Sub-processor any third party engaged by Fifth Dimension to process the Customer Personal Data on the Customer’s behalf while providing the Services.

Sub-processor List means the list of Sub-processors under the heading of the same name at: https://www.fifthdimensionai.com/en-gb/trust-centre.

Subscription Fee means is the Fee payable by the Customer to Fifth Dimension in consideration for the Customer’s use of the Services as may be specified on an Order Form.

Subscription Services mean the subscription services for the Software as stated on the Order Form.

Support Services are the Fifth Dimension service levels described at https://www.fifthdimensionai.com/en-gb/trust-centre as updated from time to time.

Term is either an Initial Term or Renewal Term (as the case may be).

Terms and Conditions are these master Terms and Conditions.

Third Party Applications has the meaning given to it in clause 3.8.

Third Party Software means any third party software used by Fifth Dimension as part of the Software, as may be notified by the Supplier to the Customer from time to time in the Acceptable Use Policy.

Training Data means any data used by Fifth Dimension in connection with the Software including but not limited to:
(a) data used prior to or during model training, such as for pre-processing (e.g., data exploration, transformation, collection, analysis, or visualisation);
(b) data used to train, test, or develop the ,Software, including data classification, data labelling, and associated metadata.

Usage Data means data performance, usage and diagnostic data collected by or feedback provided to Fifth Dimension relating to Customer's use of the Software and Services. It may contain User queries, but not the results of those queries.

User means End User.

UK Addendum to the EU SCCs The addendum to the EU Standard Contractual Clauses (EU) 2021/914, as amended, approved for use in England and Wales by the UK Information Commissioner’s Office pursuant to The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.

UK Standard Contractual Clauses means such standard data protection clauses as are adopted from time to time by the UK Information Commissioners Office in accordance with Article 46(2) of the retained EU law version of the General Data Protection Regulation ((EU) 2016/679); including, the International Data Transfer Agreement and UK Addendum to the SCCs.

Year means a year commencing on the Start date and each year commencing on the anniversary of the Start Date.

You, Your, Customer means the entity identified in the Order Form in the “About You” section.