Master Services Agreement

Background

(A) The Supplier has developed software programs and systems providing an AI-powered recruitment intelligence platform known as "ryvr", which it makes available to subscribers as a subscription service via the internet on a pay-per-licence basis for the purpose of providing conversation intelligence, structured data extraction, and CRM integration services to be used by the subscribers for the purposes of their recruitment businesses.

(B) The Customer wishes to use the Supplier's service in its business operations.

(C) By way of the execution of a written Order Form, the Supplier has agreed to provide, and the Customer has agreed to subscribe and pay for, the Supplier's service subject to the terms and conditions of this Agreement.

(D) The Supplier and the Customer have executed an Order Form which references and incorporates this MSA.

Agreed Terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement:

this MSA and the Order Form. In the event of a conflict relating to Subscription Fees, Charges and Payment or the Subscription Term, the Order Form shall prevail; in relation to all other clauses, this MSA shall prevail.

Additional Users:

each additional Authorised User over and above the initial users as stated on the Order Form to which Subscription Fees will apply.

AI Sub-processors:

the third-party artificial intelligence model providers engaged by the Supplier as sub-processors for the purpose of delivering the AI Processing Services, as listed in the Sub-processor Schedule and as updated from time to time in accordance with clause 4A.

AI Processing Services:

the automated processing of Conversation Data by the Supplier's intelligence engine and AI Sub-processors for the purpose of generating Intelligence Outputs, including but not limited to transcription, entity extraction, classification, summarisation and structured data generation.

Authorised Users:

the Clients, the Candidates and otherwise the employees, agents and independent contractors of the Customer who are authorised by the Customer to have access to the Platform in accordance with this Agreement and as stated on the Order Form.

Back-Up Policy:

the Supplier's back-up policy as described in Schedule 2 of this Agreement, as amended and updated by the Supplier at its discretion from time to time.

Business Day:

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Candidate:

a potential or actual candidate for recruitment by the Clients who requires access to the Service for the purpose of conducting an online conversation or video interaction with the Customer.

Client:

a client of the Customer who has engaged the Customer to provide recruitment services for the purposes of its business.

Confidential Information:

information that is proprietary or confidential or is either clearly labelled as such or identified as Confidential Information in clause 10.

Conversation Data:

audio, video and text data captured during conversations conducted through or connected to the Platform, including recordings, transcripts, and any metadata associated with such conversations.

Control:

as defined in section 1124 of the Corporation Tax Act 2010, and "change of control" shall be construed accordingly.

CPI:

the Consumer Prices Index for the preceding 12 months as stated on the website of the UK Office for National Statistics from time to time.

Customer:

the entity stated on the Order Form.

Customer Data:

the data inputted by the Customer or its Authorised Users on the Platform in the course of using the Service, including Conversation Data.

Documentation:

the documentation made available to the Customer or its Authorised Users by the Supplier in hard copy or through the Platform or the Site which sets out a description of the Service and the user instructions for the Service.

Effective Date:

the date that this Agreement becomes effective, referred to as the "Contract Start Date" on the Order Form and, if not so stated, the last date of execution by the parties to the Order Form.

Initial Subscription Term:

the initial term of this Agreement being the period from the Contract Start Date to the Renewal Date, as each are defined in the Order Form.

Integrated Technology:

any software platforms, operating systems or other services that the Customer authorises the Supplier to integrate with the Software and Services, including but not limited to video conferencing platforms, telephony systems, Customer Relationship Management systems and Applicant Tracking systems.

Intelligence Outputs:

the structured data, summaries, analyses, reports, recommendations and other outputs generated by the AI Processing Services from the processing of Conversation Data, including but not limited to the intelligence packs made available through the Platform.

IT Data:

all and any data stored, contained, used or processed by Integrated Technology.

MSA:

these terms and conditions entitled "SOFTWARE AS A SERVICE MSA".

Normal Business Hours:

8.00 am to 6.00 pm local UK time, each Business Day.

Order Form:

the Supplier's standard order form document as executed between the parties and referencing this MSA.

Platform:

the "ryvr" web application, mobile application or API through which the Supplier makes available the Service.

Platform Terms:

the terms and conditions applicable to the Customer and Authorised Users for access to and use of the Platform, as may be amended from time to time at the Supplier's discretion.

Renewal Period:

the period described in clause 13.1.

Service:

the AI-powered recruitment intelligence services provided by the Supplier to the Customer under this Agreement, including the AI Processing Services, the generation and delivery of Intelligence Outputs, CRM integration services, and access to and use of the Platform by the Customer and its Authorised Users. The Service shall be further defined in the Packages and Features section of the Order Form.

Site:

the Supplier's current website, www.ryvr.ai, or any other website notified to the Customer by the Supplier from time to time.

Software:

the online software applications forming part of the Platform, access to which is provided by the Supplier as part of the Service.

Sub-processor Schedule:

the list of sub-processors (including AI Sub-processors) engaged by the Supplier in connection with the provision of the Service, as set out in Schedule 5 and as updated from time to time in accordance with clause 4A.

Subscription Fees:

the subscription fees payable by the Customer to the Supplier for the Service, as set out in the Order Form.

Subscription Term:

has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Period).

Supplier:

ryvr.ai Ltd, or such successor entity as stated on the Order Form.

Virus:

any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device.

1.2 A reference to writing or written includes e-mail, but not SMS or other forms of electronic communication (other than email).

2. The Service

2.1 Subject to the Fair Usage Terms specified in Schedule 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Platform during the Subscription Term solely for the Customer's own business operations, or those of its Clients.

2.2 The Service includes:

2.2.1 the capture and processing of Conversation Data through the Platform and connected Integrated Technology;

2.2.2 the provision of AI Processing Services to generate Intelligence Outputs from Conversation Data;

2.2.3 the synchronisation of Intelligence Outputs and structured data to the Customer's Integrated Technology, including CRM systems;

2.2.4 access to the Platform for the viewing, management and export of Intelligence Outputs by Authorised Users; and

2.2.5 such other services as described in the Order Form.

2.3 The Customer acknowledges that, as a condition of using the Service, each Authorised User must agree to accept and comply with the Platform Terms.

2.4 The Customer gives the Supplier the right to log and audit usage statistics. If the Customer has underpaid Subscription Fees to the Supplier, as calculated in accordance with the Order Form, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.

2.5 The Customer shall ensure that none of its Authorised Users shall, in the course of their use of the Service, access, store, distribute, transmit or upload to the Platform any Virus, or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or discriminatory. The Supplier reserves the right, without liability, to disable an Authorised User's access to the Platform in the event of any breach of this clause.

2.6 The Customer shall not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties):

2.6.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation in any form or media or by any means;

2.6.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

2.6.3 access all or any part of the Service and Documentation in order to build a product or service which competes with the Service for a period of 12 months after the Agreement is terminated or expires;

2.6.4 use the Service and/or Documentation to provide services to third parties other than as contemplated by this Agreement;

2.6.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise commercially exploit, or otherwise make the Platform, the Service and/or the Documentation available to any third party except the Authorised Users; or

2.6.6 attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under this clause 2.

2.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3. Service Levels

3.1 The Supplier shall, during the Subscription Term, provide the Service and make available the Documentation to the Customer subject to the service levels specified in Schedule 2.

3.2 The Supplier shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time, and unscheduled maintenance performed outside Normal Business Hours with reasonable notice.

4. Customer Data

4.1 The Customer shall own all right, title and interest in and to all of the Customer Data and IT Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and IT Data.

4.2 The Supplier shall follow its archiving procedures for Customer Data and IT Data as set out in its Back-Up Policy. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up.

4.3 The Supplier shall, in providing the Service, comply with its privacy policy as set out in Schedule 3 or as may be notified to the Customer from time to time.

4.4 The Customer acknowledges that, to the extent that the Supplier processes any Customer Data on the Customer's behalf when performing its obligations under this Agreement, the Customer shall be the data controller and the Supplier shall be a data processor. The Customer is responsible for ensuring that it complies with the applicable Data Protection Legislation in relation to such data when using the Service.

4A. AI Processing and Sub-processors

4A.1 The Customer acknowledges and agrees that the Service involves the processing of Conversation Data through the Supplier's AI Processing Services, including the use of AI Sub-processors, for the purpose of generating Intelligence Outputs.

4A.2 The Supplier shall maintain an up-to-date Sub-processor Schedule listing all sub-processors (including AI Sub-processors) engaged in the processing of Customer Data. The current Sub-processor Schedule is set out in Schedule 5.

4A.3 The Supplier shall give the Customer not less than 30 days' prior written notice of any intended changes to its AI Sub-processors, including the addition or replacement of any AI Sub-processor. The Customer may object to such change by giving written notice within 14 days. If the Customer objects and the parties cannot resolve the objection within a further 14 days, either party may terminate this Agreement on 30 days' written notice.

4A.4 The Supplier warrants that:

4A.4.1 all AI Sub-processors are engaged under binding agreements that impose data protection obligations no less onerous than those set out in this Agreement;

4A.4.2 Conversation Data processed through AI Sub-processors is transmitted securely using industry-standard encryption;

4A.4.3 the Supplier has conducted due diligence on each AI Sub-processor's data handling practices, including data retention, security measures, and compliance with applicable Data Protection Legislation; and

4A.4.4 no AI Sub-processor shall use Customer Data for the purpose of training, fine-tuning or improving its general-purpose AI models, except to the extent that such processing is strictly necessary for the provision of the Service and has been agreed in writing by the Customer.

4A.5 The Supplier shall ensure that Conversation Data processed through AI Sub-processors is hosted and processed within the European Economic Area, unless otherwise agreed in writing by the Customer. As at the Effective Date, the primary hosting location for AI Processing Services is AWS eu-central-1 (Frankfurt, Germany).

4A.6 The Supplier processes Conversation Data under the lawful basis of Legitimate Interests pursuant to Article 6(1)(f) of the UK GDPR, specifically the legitimate interest of the Customer in extracting structured recruitment intelligence from conversations conducted in the ordinary course of its business. The Customer is responsible for ensuring that appropriate privacy notices are provided to data subjects (including Candidates) regarding this processing.

5. Third Party Providers and Integrated Technology

5.1 The Customer acknowledges that the Service may enable or assist it to access the content of, correspond with, and purchase products and services from, third parties. The Supplier makes no representation and shall have no liability in relation to any such third-party content or services.

5.2 The Customer acknowledges and consents that the Service, the Software and the Supplier may access and interact with all and any Integrated Technology and may write, rewrite, alter and update all and any IT Data in the course of providing the Service, including the synchronisation of Intelligence Outputs to CRM systems and other Integrated Technology.

5.3 The Supplier shall have no liability for or relating to any Integrated Technology, any integration between the Service and the Integrated Technology, nor any such interactions. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of IT Data caused by such interactions.

6. Supplier's Obligations

6.1 The Supplier agrees that the Service will be performed substantially in accordance with the Documentation and this Agreement and with reasonable skill and care as a professional provider of AI-powered software services.

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance caused by use of the Service contrary to the Supplier's instructions, or modification of the Service by any party other than the Supplier. If the Service does not conform with clause 6.1, the Supplier will use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of clause 6.1.

6.3 The Supplier does not warrant that:

6.3.1 the Customer's use of the Service will be uninterrupted or error-free;

6.3.2 the Intelligence Outputs will be complete, accurate or free from error in all cases (the Customer acknowledges that Intelligence Outputs are generated by AI systems and should be reviewed by qualified personnel before being relied upon for material business decisions); or

6.3.3 the Service, Documentation and/or the information obtained through the Service will meet all of the Customer's requirements.

6.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement, including any licences required for the provision of AI Processing Services.

7. Customer's Obligations

7.1 The Customer shall:

7.1.1 provide the Supplier with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier in order to provide the Service;

7.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement, including obtaining any required consents for the recording and processing of conversations;

7.1.3 ensure that the Authorised Users use the Service and the Documentation in accordance with the terms and conditions of this Agreement;

7.1.4 ensure that appropriate privacy notices are provided to all data subjects (including Candidates and Clients) regarding the recording and AI processing of conversations through the Service;

7.1.5 obtain and maintain all necessary licences, consents and permissions necessary for the Supplier to perform its obligations under this Agreement; and

7.1.6 be solely responsible for procuring and maintaining its network connections and telecommunications links.

8. Charges and Payment

8.1 The Customer shall pay the Subscription Fees to the Supplier for the Service in accordance with this clause 8 and the Order Form.

8.2 Unless otherwise explicitly stated in the Order Form:

8.2.1 Subscription Fees are payable in advance;

8.2.2 the Customer hereby authorises a payments provider nominated by the Supplier to collect payment on behalf of the Supplier on the date specified in the Order Form;

8.2.3 the Customer must provide proper and valid payment details prior to the payment date.

8.3 If the Supplier has not received payment by the due date, the Supplier may, without liability or notice, disable the Customer's access to all or part of the Service, and interest shall accrue on overdue amounts at 3% over base rate or 4%, whichever is greater.

8.4 If the Supplier has not received payment within 30 days of the due date, the Supplier may terminate the Agreement with immediate effect and the entirety of the Subscription Fees will become due and owing.

8.5 All amounts stated in this Agreement are exclusive of value added tax, which shall be added at the appropriate rate.

8.6 All fees are non-cancellable and non-refundable.

8.7 The Subscription Fees will increase annually by CPI + 2%.

9. Proprietary Rights

9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Service, the Software, the Platform, the Documentation, and the AI models, prompt architectures, intelligence extraction methodologies and algorithms used in the provision of the AI Processing Services.

9.2 The Customer owns all right, title and interest in and to its Customer Data, including Conversation Data.

9.3 Intelligence Outputs are generated by the Service from the Customer's Conversation Data and are delivered to the Customer as part of the Service. The Customer may use Intelligence Outputs for its own business purposes. The underlying methodologies, prompt architectures and AI processing techniques used to generate Intelligence Outputs remain the intellectual property of the Supplier.

10. Confidentiality

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that is or becomes publicly known, was in the other party's lawful possession before disclosure, is lawfully disclosed by a third party, is independently developed, or is required to be disclosed by law.

10.2 Each party shall hold the other's Confidential Information in confidence and not make it available to any third party, or use it for any purpose other than the implementation of this Agreement.

10.3 The Customer acknowledges that details of the Service, the AI Processing Services, Intelligence Output methodologies, and the results of any performance tests constitute the Supplier's Confidential Information.

10.4 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

10.5 The provisions of this clause 10 shall survive termination of this Agreement.

11. Indemnity

11.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims arising out of or in connection with the Customer's use of the Service, including claims arising from the Customer's failure to obtain required consents for conversation recording or AI processing.

11.2 The Supplier shall defend the Customer against any claim that the Service infringes any United Kingdom patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims.

12. Limitation of Liability

12.1 This clause 12 sets out the entire liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer arising under or in connection with this Agreement.

12.2 Nothing in this Agreement excludes the liability of the Supplier for death or personal injury caused by the Supplier's negligence, or for fraud or fraudulent misrepresentation.

12.3 The Supplier shall not be liable for any loss of profits, loss of business, depletion of goodwill, loss or corruption of data, pure economic loss, or any special, indirect or consequential loss however arising under this Agreement.

12.4 The Supplier's total aggregate liability in connection with this Agreement shall be limited to the total Subscription Fees paid for the Service during the 12 months immediately preceding the date on which the claim arose.

12.5 Without limiting clause 12.3, the Supplier shall not be liable for any loss or damage arising from the Customer's reliance on Intelligence Outputs without appropriate human review, or from the inaccuracy or incompleteness of any Intelligence Output.

13. Term and Termination

13.1 This Agreement shall commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either party notifies the other of termination in writing at least 30 days before the end of the Initial Subscription Term or any Renewal Period.

13.2 Without affecting any other right or remedy, either party may terminate this Agreement with immediate effect by giving written notice if:

13.2.1 the other party fails to pay any amount due and remains in default not less than 21 days after being notified in writing;

13.2.2 the other party commits a material breach which is irremediable or fails to remedy within 14 days after being notified;

13.2.3 the other party suspends or is unable to pay its debts as they fall due or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

13.2.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.3 The Supplier may terminate this Agreement with immediate effect if there is a change of control of the Customer.

13.4 On termination of this Agreement for any reason, all rights and licences granted shall immediately terminate. The Supplier may destroy Customer Data unless it receives a written request for delivery within ten days of termination, in which case the Supplier shall use reasonable endeavours to deliver the data within 90 days.

14. Force Majeure

14.1 The Supplier shall have no liability to the Customer if it is prevented from or delayed in performing its obligations by acts, events, omissions or accidents beyond its reasonable control.

15. Variation

15.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties.

16. Waiver

16.1 No failure or delay by a party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy.

17. Severance

17.1 If any provision of this Agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force.

18. Entire Agreement

18.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them.

19. Assignment

19.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

19.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

20. No Partnership or Agency

20.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other.

21. Third Party Rights

21.1 This Agreement does not confer any rights on any person or party other than the parties to this Agreement and, where applicable, their successors and permitted assigns.

22. Governing Law

22.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

23. Jurisdiction

23.1 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.

24. Notices

24.1 All notices will be in English, in writing, and addressed to contracts@ryvr.ai if sent to the Supplier, or to the Customer's primary contact as stated in the Order Form.

Schedule 5: Sub-processor Schedule

As at the Effective Date, the Supplier engages the following sub-processors in connection with the provision of the Service:

AI Sub-processors

Infrastructure Sub-processors

The Supplier shall notify the Customer of any changes to this Sub-processor Schedule in accordance with clause 4A.3.