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Service Agreement Terms & Conditions

This Service Agreement (“Agreement”) is between Cord Technologies Limited (dba. Encord) and registered in England with company number 12330483 and having its registered office at 86-90 Paul Street, 3rd Floor, London, EC2A 4NE, United Kingdom (“Encord”) and and the entity identified as Client in the Statement of Work (“Client”) (each, a “Party” and together, the “Parties”). This Agreement is effective as of the Service Order Effective Date of the initial Statement of Work (“Effective Date”).

  1. Engagement
    1. Statements of Work. From time to time, the Parties may agree (in signed writing) statements of work that contain the terms (including specifications, delivery, and Fees) for Services that Encord agrees to provide to Client (“Statement of Work”). Once signed by the authorised representatives of each Party, each Statement of Work shall be incorporated into and form part of this Agreement.
    2. Performance of Services. Encord will perform the Services in accordance with the terms of this Agreement and the applicable Statement of Work. Except as otherwise provided in the applicable Statement of Work.
    3. Client Input and Dependencies. Client shall make available to Encord all materials that Encord may reasonably require in order to perform the Services (“Client Input”). Client warrants that any Client Input provided to Encord shall comply with all applicable laws, and that use of that Client Input in the performance of the Services by Encord will not infringe any third party rights, including that the use of any such Client Input or the exercise of any rights granted in relation to the Client Input under this Agreement will not infringe the Intellectual Property Rights or other rights of any other person. Client hereby grants to Encord a licence to use the Client Input for the purpose of the provision of the Services. Each such licence automatically terminates upon termination of this Agreement. Encord shall not be liable for a breach of this Agreement if and to the extent Encord's non-performance results directly from Client’s failure to comply with this Section 1.3 or a Client Dependency. Deliverables are defined as the output created by applying the Service to Client Input.
    4. Data Protection and Talent Release. Client shall ensure that it complies with and assists Encord to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data in the Client Input, including (without limitation) (a) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation; and (b) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. Additionally, where applicable, Client shall give due consideration to its obligations under Health Insurance Portability and Accountability Act (US 1996) known as HIPAA. Where necessary, this shall include taking such steps as de-identifying data sets prior to their upload to Encord applications. As between Client and Encord, Client acknowledges that it is the controller of any personal data contained in the Client Input and Deliverables, and Encord is the processor of that data on behalf of Client. Client will collect and process the personal data of all individuals featured in the Client Input and/or Deliverables in accordance with all applicable laws, including by obtaining any appropriate consents or approvals sufficient for the provision of the Services by Encord. This Section is in addition to, and does not reduce, remove or replace, a Party’s obligations arising from such requirements.
    5. Change Proposals. Either Party may submit to the other Party (in writing by email) a proposal to change a Statement of Work (a “Change Proposal”). Following receipt of a Change Proposal, the receiving Party will provide (by email), within a reasonable timeframe, its acceptance or rejection in principle of the proposal. Client may reject any Change Proposal that extends the delivery or performance schedule or alters the Services or Fees. Client may not however unreasonably reject any Change Proposal submitted by Encord. Encord shall notify Client of any increase to the Fees which would be payable by Client in respect of any changes proposed under a Change Proposal. In the event both Parties cannot agree to a Change Proposal, the Statement of Work shall continue on the same terms. The Parties shall approve agreed Change Proposals in writing and agree any amendments to a Statement of Work (including any amendments to the Fees) in accordance with Section 8.8.
  2. Compensation
    1. Fees. Client will pay Encord the fees specified in each Statement of Work (“Fees”).
    2. Invoicing. Unless otherwise expressly provided in the applicable Statement of Work, payment to Encord of Fees and expenses will be due thirty (30) days following Client’s receipt of the invoice for such Fees.
  3. Confidentiality
    1. Use and Disclosure. During the Term of this Agreement and at all times thereafter, each Party (a “Receiving Party”) will (a) hold all Confidential Information of the other Party (“Disclosing Party”) in strict trust and confidence, (b) refrain from using or permitting others to use the Disclosing Party’s Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any of the Disclosing Party’s Confidential Information to any third party without obtaining the Disclosing Party’s express prior written consent on a case-by-case basis. The Receiving Party shall be liable to the Disclosing Party for any act or omission of its representatives concerning the Disclosing Party's confidential information.
    2. Standard of Care. Each Party will protect the other Party’s Confidential Information from unauthorised use, access, or disclosure in the same manner as it protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
    3. Exceptions. The Receiving Party’s obligations under Sections 3.1 and 3.2 will not apply with respect to any information that (a) the Receiving Party lawfully knew prior to the Disclosing Party’s first disclosure to the Receiving Party, (b) a third party rightfully disclosed to the Receiving Party free of any confidentiality obligations, or (c) is, or through no fault of the Receiving Party has become, generally available to the public. Additionally, the Receiving Party will be permitted to disclose the Disclosing Party’s Confidential Information to the extent that such disclosure is expressly approved in writing by the Disclosing Party, or is required by applicable law or court order, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
    4. Removal Return. Upon the Disclosing Party’s request and upon any termination or expiration of this Agreement, each Party will promptly return to the other Party or, if so directed by the other Party, destroy (to the extent possible) all tangible embodiments of the other Party’s Confidential Information (in every form and medium).
  4. Intellectual Property Rights
    1. Ownership of Encord Technology. Client acknowledges and agrees that Encord retains sole ownership of all rights (including Intellectual Property Rights), title and interest in and to all Encord technology. Client will not acquire any right, title or interest in or to the Encord technology. Save as expressly stated in this Agreement, Encord reserves all rights in and to the Encord technology.
    2. Ownership and Assignment of Deliverables. Encord acknowledges and agrees that Client owns all the Intellectual Property Rights in the Client Input. Encord hereby assigns to Client with full title guarantee, all right, title and interest in and to the Deliverables and all Intellectual Property Rights thereto (including all modifications, enhancements and amendments made by Encord to such Deliverables for Client).
    3. Client Logo: Encord may add Client’s name and logo to a list of Encord customers for use in marketing and promotion materials, collateral, presentations and publications.
  5. Warranties
    1. General. Both Parties warrant that they (i) have full right, power, and authority to enter into and perform their obligations under this Agreement; and (ii) will comply with all laws applicable to the performance of their obligations under this Agreement.
    2. Encord Warranty. Encord warrants that it will perform the Services with due care and skill, consistent with generally accepted industry practices. Client shall report any deficiencies in the Services to Encord in writing within thirty (30) days’ of completion of the Services. Client’s exclusive remedy, and Encord’s entire liability in respect of breach of such warranty, will be the re-performance of the Service in a reasonable timeframe that is agreed upon by both Parties and if Encord fails to re-perform the Services as warranted Client’s sole and exclusive remedy shall be to recover any Fees paid to Encord in respect of the deficient Services.
    3. Exclusions. Client acknowledges that, in entering into this Agreement, it does not do so in reliance on any warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties, terms and undertakings implied by statute, common law or otherwise are excluded from this Agreement to the fullest extent permissible by law. Without limiting the scope of this Section 5.3, Client acknowledges that the Deliverables are provided "as is" and Encord does not give any warranty, representation or undertaking in relation to the Deliverables.
  6. Limitation of Liability
    1. Subject to Section 6.2, in no event will Encord or any of its directors, officers, employees, contractors or agents be liable under or in connection with this Agreement whether under statute or in tort (including but not limited to negligence), contract or otherwise in respect of: (i) any loss of goodwill, opportunity, profit or contract; and/or (ii), any consequential or indirect loss, in either case even if advised in advance of the possibility of such losses.
    2. Nothing in this Agreement shall be construed as excluding or limiting the liability of any person for any liability which cannot be limited or excluded by law.
    3. Subject to Sections 6.1 and 6.2, the maximum, aggregate liability of Encord in respect of all claims arising under or in connection with this Agreement whether under statute or in tort (including but not limited to negligence), contract or otherwise, shall be limited to the amount of all Fees paid to Encord by Client under this Agreement except in relation to any breach which falls under Section 1.4 whereby the maximum liability shall be five times the amount of all Fees paid to Encord by Client.
    4. Client shall indemnify Encord and keep Encord fully and effectively indemnified against all costs, expenses, damages and losses, including any interest, fines, reasonable legal and other professional fees and expenses awarded against or incurred or paid by Encord as a result of or in connection with any third- party claim brought against Encord for actual or alleged breach or non-performance of the warranties, representations, undertakings or obligations of Client set out in Sections 1.3 and/or 1.4.
    5. Encord shall indemnify Client and keep Client fully and effectively indemnified against all costs, expenses, damages and losses, including any interest, fines, reasonable legal and other professional fees and expenses awarded against or incurred or paid by Client as a result of or in connection with any third- party claim brought against Client for actual or alleged breach or non-performance of the warranties, representations, undertakings or obligations of Encord set out in Sections 1.2 and/or 1.4.
  7. Termination
    1. Term. This Agreement shall commence on the Effective Date and shall, unless terminated in accordance with Sections 7.2 to 7.4, remain in effect for a period of twelve (12) months(s) (the “Term”) and, thereafter, this Agreement shall renew for successive periods of twelve (12) months unless notified by Client in accordance with 7.2 to 7.4.
    2. Termination by Client. The Client may terminate this Agreement at any time within the period thirty (30) days prior to the end of the Term subject to written notice to Encord.
    3. Termination by Encord. Encord may terminate this Agreement at any time within the period thirty (30) days prior to the end of the Term subject to written notice to Client.
    4. Termination by either Party. Either Party may terminate this Agreement or any Statement of Work immediately upon written notice to the other Party if the other Party materially breaches this Agreement or any Statement of Work, as the case may be, and does not fully cure the breach to the other Party’s satisfaction (acting reasonably) within thirty (30) days after receipt of notice of the breach.
    5. Effects of Termination
      1. Survival. Sections 1.3, 1.4, 3, 4, 6, 7.5 and 8 will survive any termination or expiration of this Agreement. Termination or expiration of this Agreement will not affect either Party’s liability for any breach of this Agreement such Party may have committed before such expiration or termination.
      2. Compensation. Upon termination or expiry of this Agreement, Client will pay Encord all outstanding Fees as set out in the applicable Statement of Work for Services that are in progress as of the effective date of such termination and reimburse Encord for related Expenses incurred by Encord before the effective date of such termination.
      3. Return of Client Input. Upon termination or expiry of this Agreement, and subject to compliance by Client with Section 7.5.2, Encord will deliver to Client any and all Client Input (in whatever stage of development or completion).
      4. Return of Confidential Information. Upon termination or expiry of this Agreement, each Party will promptly return to the extent possible all Confidential Information received from the other Party, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed.
  8. General Provisions
    1. Governing Law Venue. This Agreement and all matters arising from it (including, without limitation, any dispute relating to the existence, validity or termination of this Agreement or any contractual or non- contractual obligation) shall be governed by, and construed in accordance with, English law. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement and all matters arising from it (including, without limitation, any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation).
    2. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    3. No Assignment. This Agreement and either Parties rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, without express prior written consent from the Party. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.
    4. Independent Contractor Relationship. Encord’s relation to Client under this Agreement is that of an independent contractor. Nothing in this Agreement is intended to or should be constructed to create a partnership, joint venture, or employer-employee relationship between Client and Encord or any of Encord’s employees, contractors or agents.
    5. Construction. Section headings are included in this Agreement merely for convenience of reference; they are not to be considered part of this Agreement. When used in this Agreement, “including” means “including without limitation.” In the event of any conflict between this Agreement and a Statement of Work, this Agreement will control unless the Statement of Work expressly refers to the Parties’ intent to alter the terms of this Agreement with respect to that Statement of Work.
    6. Waiver. All waivers must be in writing and signed by both Parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    7. Third Party Rights. A person who is not a Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    8. Entire Agreement Amendments. This Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the Parties. Save as stated in Sections 1.1 and 1.4, no modification of or amendment to this Agreement will be effective unless in writing and signed by the authorised representatives of each Party.
    9. Data Storage. Encord provides 250GB of included data storage hosted in the europe-west2 region via Google Cloud Platform unless stated in the Agreement.