This Agreement (“Agreement”) is effective as entered into on the date of quotation signature (the “Effective Date”) between Commodities AI Limited (“ChAI”) with a place of business at 1 Mark Square, London, EC2A 4EG and a registered office at 128 City Road, London, EC1V 2NX and registered number 118121159, and the “Customer”. This Agreement includes and incorporates the Quotation Form(s), as well as the below terms and conditions and contains, among other things, warranty disclaimers, exclusions and limitations of liability and use limitations. No other terms (including any purchase orders or requests for proposals) apply to the Services unless expressly incorporated in this Agreement.
This Agreement applies to the provision and use of commodity data related Services from ChAI. ChAI will provide the Services on these terms and conditions of this Agreement. The Services are provided for analysis and review by sophisticated organisations with experience of commodity markets and are not for use by private individuals or retail investors.
2.1 Services. ChAI will provide the data products for Customer as set forth in the Order Form (“Services”) on the terms and conditions of this Agreement. ChAI reserves the right to update and change the nature of its products, from time to time, for example to reflect changes in markets, changes in data sources, changes in delivery channels or regulatory reasons.
2.2 License. Subject to the terms and conditions of this Agreement, ChAI grants to Customer a non-transferable, non-sublicensable, limited, non-exclusive license for Customer and, if specified in the Order Form, its Affiliates to use the Services through no more than the number of Users set out in the Order Form solely in connection with their respective internal lawful business purposes during the Term of this Agreement and in line with any other scope limitations in the Order Form; if Affiliates of Customer use any part of the Services, Customer will be liable for each act and omission of each Affiliate (including any breach of this Agreement). “Affiliate” means, in relation to a party, any entity from time to time directly or indirectly under common control with, controlling or controlled by it.
2.3 Users. Users are those individuals which Customer would like to access the Services. Users must be identified in the applicable Order Form or otherwise in writing. Where Services are delivered by email, Customer will need to advise ChAI of the email addresses and names of Users. Where Services are accessed via passwords, Customer shall ensure that User IDs and passwords are used only by the relevant individual User. Customer is responsible for all access to and use of the Services and ChAI data and systems by its personnel and those of its Affiliates. Customer may change Users by providing at least two weeks’ notice to ChAI; ChAI shall issue a new UserID to the replacement User as soon as reasonably practicable free of charge.
2.4 Applications. The Customer may not use the Services in any applications except (i) as expressly set out in the Order Form and (ii) in desktop applications of Users accessible only by the relevant User.
2.5 Derivative Works - Where permitted to do so in the relevant Order Form, subject to the foregoing, Customer may use the Services during the Term to create work product, including reports, research, analysis, tools, notes, presentations, discussions and/or models, including calculations, algorithms or statistical methods (collectively, “Derived Data”), provided always that Derivative Data (i) cannot be reverse engineered to the underlying Services or data from the Services or any data input into the Services; (ii) cannot be used as a substitute for the relevant Services; and (iii) do not contain any raw data from the Services. Except as set out in an Order Form, the Customer may only use Derived Data for its internal business purposes only (and not for resale or commercialization), through Users of the Customer accessing the Services and data from the Services only using their own personal computers (or virtual PCs) (and not on any applications available to persons other than Users). Customer shall not use, or permit anyone to use, the Services or Derived Data as a component of any financial benchmark or index (as those terms are defined in the EU Benchmarks Regulation (Regulation 2016/1011 (EU)) or to compete with the Services. As between the parties, Customer owns all right, title and interest (including all intellectual property rights) in and to the Derived Data, provided that such Derived Data was created in accordance with this Agreement.
2.6 Limited Extracts. Customer may quote limited extracts from the Services in internal communications on an infrequent and occasional basis, provided that Customer acknowledges ChAI as the source for that information with “Source: chai-uk.com” (or such other acknowledgment as ChAI may advise). ChAI assumes no duty of care to the recipients of those communications. Customer must ensure that quotations are correct and not misleading.
2.7 Services are not advice. ChAI does not provide any financial, investment, legal, technical or tax advice and this Agreement does not create any advisory or fiduciary obligations on ChAI. ChAI does not make any investment recommendations. Customer shall critically evaluate any data provided through the Services and acknowledges that data provided through the Services may be inaccurate, incomplete, irrelevant or untimely and needs to be weighed, using Customer’s own experience, alongside other information and market factors when evaluating markets. ChAI is not responsible for considering the particular needs of Customer. Customer should consider whether it requires financial advice.
2.8 Restrictions and Responsibilities
(i) Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; modify, translate, or (except as expressly permitted by this Agreement) create derivative works based on the Services or any Software; or remove any proprietary notices or labels.
(ii) Customer represents, covenants, and warrants that Customer will use the Services only in compliance with ChAI’s standard published policies (which may be updated from time to time) then in effect and all applicable laws and regulations. Although ChAI has no obligation to monitor Customer’s use of the Services, ChAI may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer may not use (or permit others to use) the Services in breach of export control laws or sanctions.
(iii) The Services may contain or depend on data sourced or provided by third parties, for example exchanges or governmental authorities. The Customer acknowledges that such third parties may cease, restrict or alter the supply of such data, and that ChAI may change or limit Services to take account of such third parties. Customer shall comply with any notices or restrictions issued by ChAI based on third party requirements.
(iiii) Customer undertakes not to use the Services or any data accessed through the Services except as expressly permitted in this Agreement. ChAI does not grant any implied licence in this Agreement.
2.9 The Customer acknowledges that the Services and data and the algorithms and artificial intelligence methodology in the Services contain valuable and unique intellectual property rights (including copyright, database rights and rights in confidential information) and that in the event of breach of these rights, damages may not be an adequate remedy. The Customer acknowledges that the “Commodities AI” and “ChAI” logos and trade marks (and all goodwill therein) remain the intellectual property of ChAI.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS; DATA PROTECTION
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of ChAI includes the data accessed through the Service, non-public information regarding features, functionality and performance of the Service and ChAI’s licensing terms and pricing. Proprietary Information of Customer may include non-public data provided by Customer to ChAI to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Notwithstanding anything to the contrary, ChAI shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and ChAI will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other ChAI offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
4. PAYMENT OF FEES
4.1 Customer at the end of the trial period will pay ChAI the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the number of Users set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. ChAI reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).
4.2 The Customer shall pay any taxes, duties or other government levies due in respect of the Services (including VAT or any other applicable sales taxes). If requested, the Customer will provide to ChAI written evidence of any withholding tax paid by the Customer or any tax exemption on which the Customer wishes to rely. If the Customer is obliged to withhold or deduct any portion of the Fees, then ChAI shall be entitled to receive from the Customer, and Customer shall pay, such amounts as will ensure that the net receipt, after tax and duties, to ChAI in respect of the Charges is the same as it would have been were the payment not subject to the relevant tax or duties.
4.3 ChAI may bill through an invoice, in which case, full payment for invoices issued in any given month must be received by ChAI within thirty (30) days of the date of receipt the invoice; Customer agrees to receive invoices by email. ChAI may charge interest at 2% above the Bank of England sterling base rate. Unpaid amounts are subject, plus all expenses of collection and may result in immediate suspension, limitation or termination of Service. Customer shall be responsible for all taxes associated with Services other than taxes based on ChAI’s net income. If Customer believes that ChAI has billed Customer incorrectly, Customer must contact ChAI no later than 15 days after receipt of the invoice in which the error or problem appeared. Inquiries should be directed to ChAI’s customer account manager.
4.4 Unless otherwise agreed in an Order Form, Fees shall automatically increase at the end of each renewal term by UK Consumer Price Inflation plus 2% and ChAI may increase Fees at the end of each renewal term by giving at least 30 days’ notice prior to the renewal date.
4.5 If Customer uses a third party data channel to receive Services, the Customer is responsible for any additional fees charged by that third party data channel. ChAI is not responsible for such third party data channels.
5. TERM AND TERMINATION
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional annual recurring period, unless either party given notice termination at least thirty (30) days prior to the end of the then-current term or otherwise specified in the Order Form. ChAI may terminate this Agreement and some or all Order Forms by immediate notice if the Customer becomes insolvent or seeks to enter into arrangement with its creditors generally or insolvency proceedings.
5.2 In addition to any other remedies it may have, either party may also terminate this Agreement if the other party materially breaches any of the terms or conditions of this Agreement and does not cure that material breach within 30 days of notice being sent. Customer will pay in full for the Services up to and including the last day on which the Services are provided.
5.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. ANTI-BRIBERY & CORRUPTION
ChAI shall maintain anti-bribery/corruption (ABC) procedures for its personnel consistent with the Bribery Act 2010.
7. MODERN SLAVERY ACT
ChAI shall comply with The Modern Slavery Act 2015 to the extent applicable and shall not use enforced or enslaved labour in its business.
ChAI supports workforce diversity and has policies against unlawful discrimination in employment and recruitment.
9. RESTRICTIONS ON PUBLICITY
ChAI may refer to Customer’s name in external client lists, but shall not otherwise include Customer’s logo in brochures, press releases or other external documentation for marketing or publicity purposes, without the prior consent of the Customer.
10. FORCE MAJEURE; BUSINESS CONTINUITY
ChAI shall be relieved from the performance of its obligations under this Agreement to the extent that such performance is not practicable due to an event beyond its reasonable control (including without limitation epidemic, pandemic, government advice or restrictions relating to travel or work, civil disorder, conflict, terrorism, import/export restrictions, general strikes, travel disruption, floods, earthquake, adverse weather electricity shortages, general shortage of supplies, hardware failures, cyberattack and similar events). ChAI shall however seek to mitigate the effects of such events through home working personnel, backups and hosting solutions. ChAI maintains business continuity plans and will review those plans periodically.
11. CHAI DOES NOT PROVIDE ADVICE OR INVESTMENT RECOMMENDATION; RISK WARNINGS; DISCLAIMERS
11.1 Product is for investment / finance businesses only. Customer represents that it is acting in the course of business, has relevant investment or financial expertise to understand and use market data, and that it is not a consumer or retail investor.
11.2 No recommendations by ChAI; Customer alone is responsible for its trading decisions. Customer acknowledges that ChAI is not providing any investment recommendations or recommendation as to any trading revenue or execution strategy or business or investment strategy. Any decision to trade, hold investment or assets or buy or sell assets or investments is the sole responsibility of the Customer, in respect of which the Customer may not rely on ChAI or the Services.
11.3 Market data and predictions may not be accurate. Customer acknowledges that the Services and data available via the Services may be inaccurate, out-of-date, incomplete or irrelevant and not suitable for any purpose.
11.4 Market prices and forecasting depend on a range of changing factors and may be inaccurate. Commodity and investment pricing will depend on a range of changing factors (including factors which may relate to politics, international agreements, sanctions, export controls, customs delays, industrial demand, transport, natural, economic, weather, flood, storm, earthquake, trends, social media comments and market sentiment) which may not be foreseeable and incapable of accurate prediction. Algorithms and artificial intelligence may not anticipate or model market developments accurately.
11.5 Services may be interrupted or changed. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by ChAI or by third-party providers, or because of other causes beyond ChAI’s reasonable control, but ChAI shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. ChAI is developing its products and may improve or adjust the Services at its discretion. New products may be temporarily offered by ChAI on a trial basis, but an Order Form does not entitle the Customer to receive any future products of ChAI.
11.6. No assurances relating to the Services, unless set out in this Agreement. CUSTOMER DOES NOT RELY ON ANY REPRESENTATION OR ASSURANCE NOT EXPRESSLY SET OUT IN THIS AGREEMENT AND ACKNOWLEDGES THAT CHAI PERSONNEL ARE NOT AUTHORISED TO GIVE CONTRACTUAL ASSURANCES NOT SET OUT IN THIS AGREEMENT.
11.7 Services provided on an “AS IS” basis; markets can behave in unpredictable ways. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION AND SUBJECT TO CLAUSE 12.1, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT TO CLAUSE 12.1, CHAI DOES NOT WARRANT, REPRESENT OR PROVIDE ANY OTHER ASSURANCE (AND HEREBY EXCLUDES ALL SUCH WARRANTIES, REPRESENTATIONS, TERMS OR OTHER ASSURANCES, EXPRESS OR IMPLIED, HOWSOEVER ARISING) AS TO THE SERVICES; THE CUSTOMER AGREES THAT THE SERVICES MAY BE INTERRUPTED, UNTIMELY, INACCURATE, AFFECTED BY SOFTWARE BUGS, ERRONEOUS, INCOMPLETE, NON-COMPLIANT WITH ANY DESCRIPTION, NOT BE OF SATISFACTORY QUALITY, NOT BE OF MERCHANTABLE QUALITY AND MAY NOT BE SUITABLE FOR ANY PURPOSE.
11.8 Customer must critically assess data from the Services and not rely on the Services. THE CUSTOMER MUST CRITICALLY EVALUATE DATA FROM THE SERVICES AND NOT RELY ON THE SERVICES. CUSTOMER MUST CONSIDER A RANGE OF INFORMATION AND FACTORS WHEN MAKING DECISSIONS. CHAI DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES AND IS NOT LIABLE FOR SUCH RESULTS.
12. LIMITATIONS AND EXCLUSIONS OF LIABILITY
12.1 Nothing in this Agreement limits any liability of a party for its fraud, liability in negligence for personal injury/death or any liability which cannot be lawfully excluded or limited.
12.2 Exclusion of liability for indirect loss. Subject to clause 12.1, in no event will either party be liable to the other party hereunder for any indirect, special, incidental, punitive, or consequential damages, whether based on breach of contract, tort (including negligence) or otherwise, whether or not that party has been advised of the possibility of such damages, additionally, except with respect to a breach by Customer of confidentiality obligations or of Customer’s use of the Services in breach of this Agreement.
12.3 Cap on ChAI liability. Subject to clause 12.1, ChAI 's cumulative liability to Customer and its Affiliates in relation to this Agreement, howsoever arising, shall not exceed GBP15,000 or such other liability cap as may be expressly agreed by the parties in an Order Form.
12.4 ChAI not liable for loss of profit or loss of business and other economic losses. Subject to clause 12.1, in no event will ChAI be liable to Customer or its Affiliates for any loss of profit, loss of business, loss of opportunity, trading losses, hedging losses, loss of revenue, loss of opportunity to avoid loss, wasted time, wasted management costs, any depreciation of assets, inability to purchase or other economic or pecuniary loss, in each case whether direct or indirect.
12.5 No claims against ChAI personnel. The Customer agrees that ChAI is the provider of the Services and accordingly, to the maximum extent permitted by law, the officers, employees, advisers and personnel of ChAI and its Affiliates (“ChAI Personnel”) shall have no liability in relation to the Services. Unless such liability of ChAI Personnel cannot be lawfully limited or excluded, the Customer shall not bring or threaten any action or claim against ChAI Personnel in connection with the Services or this Agreement and hereby irrevocably waives all and any rights, current or future, to bring any action or claim.
12.6 The Customer acknowledges that the above limitations and exclusions of liability are part of the risk/reward structure for the Services agreed by the parties and are reasonable in the circumstances and having regard to the pricing of the Services.
Customer hereby agrees to indemnify and hold harmless ChAI, any Affiliates of ChAI from time to time and its and their officers, directors and personnel against all and any costs, damages, losses, liabilities, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action by a third party that arises from an actual or alleged violation of this Agreement or otherwise from Customer’s or its Affiliates’ use of Services.
14.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
14.2 This Agreement is not assignable or transferable by a party except with the other party’s prior written consent, such consent not to be unreasonably withheld. Any assignment or transfer in breach of this provision shall be void. However, ChAI may assign or factor invoices or payment claims to invoice finance companies or debt collection agencies. ChAI may transfer and assign any of its rights and obligations under this Agreement without consent to any entity which is acquiring all or part of its business or to an Affiliate.
14.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Customer acknowledges that brochures, specifications, marketing materials, any representation or statement made by any personnel of ChAI or other product information shall not form part of this Agreement, unless expressly incorporated by reference in this Agreement. Customer confirms that it is not relying upon any such information in entering into this Agreement and acknowledges that such information may be inaccurate, irrelevant, out-of-date or incomplete.
14.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind ChAI in any respect whatsoever.
14.5 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail and a delivery receipt returned; the day after it is sent, if sent for next day delivery by recognized overnight delivery service (e.g. UPS, FedEx, DHL); and upon receipt, if sent by recorded delivery or registered mail, return receipt requested. All notices must be in the English language and any foreign language statements or documents referred to or contained in a notice must be translated into the English language.
14.6 There are no third party beneficiaries of this Agreement, whether under The Contracts (Rights of Third Parties) Act 1999 or otherwise, except that ChAI’s Affiliates and its and their respective officers, employees and personnel may rely upon the limitations and exclusions of liability in this Agreement.
14.7 This Agreement may be executed in counterparts. The parties agree that execution by way of DocuSign (or similar) or by scanned copies of handwritten signatures (e.g. pdf) shall be valid.
14.8 The parties agree to seek to resolve any disagreements by amicable methods; but without limiting a party’s right to seek urgent protective relief from a breach of confidentiality or intellectual property rights.
15. GOVERNING LAW; JURISDICTION.
This Agreement and any related non-contractual obligations shall be governed by the laws of England. The parties submit to the exclusive jurisdiction of the courts of England.