1. These terms

    1. What these terms cover. These are the terms and conditions on which we supply products to you, whether these are services, digital content or other items.

    2. Why you should read them. Please read these terms carefully before you submit your dataset to enable us to provide a quotation or any subsequent order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

    3. This is our entire agreement with you. These terms (and those contained in our quotation referred to in clause 3.1) constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

  2. Information about us and how to contact us

    1. Who we are. We are LGN Innovations Limited a company registered in England and Wales. Our company registration number is 11652253 and our registered office is at 84 Canon Street, Shrewsbury, SY2 5HF, United Kingdom. Our registered VAT number is 323562616.

    2. How to contact us. You can contact us by telephoning our customer service team at +44 (0)20 3488 2138 or by writing to us at support@lgn.ai.

    3. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

    4. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

  3. Our contract with you

    1. Submitting a dataset for assessment. You will first need to submit your dataset to us for assessment via our online platform or by some other method agreed by us, subject to the data limit stated on our platform. Once we have received this we will provide a quotation for our services or inform you that we are unable to provide one (providing reasons where we can). No charges will be made by us for providing a quotation. This quotation may encompass a scope of work as well as pricing and other additional special terms in the format set out in the schedule to these terms.

    2. How we will accept your order. Once we have provided our quotation you can then decide whether to accept the quotation and place an order for our services. No changes to the terms of our quotation or these terms can be made without our express consent in writing. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.

    3. If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the services. This might be because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because the information provided previously in relation to the dataset turns out to be incorrect or misleading, because we have identified an error in the price or description of the services or because we are unable to meet a delivery deadline you have specified.

    4. Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

  4. Your rights to make changes

If you wish to make a change to the services you have ordered (and/or the dataset in respect of which we are to provide services) please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

  1. Our rights to make changes

We may change the services we provide:

      1. to reflect changes in relevant laws and regulatory requirements; and

      2. to implement minor technical adjustments and improvements, for example to address a security threat.

  1. Providing the services

    1. When we will provide the services. During the order process we will let you know when we will provide the services and associated products to you. We will begin the services on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process. We will make the digital content available for download by you as soon as we have completed our services.

    2. We are not responsible for delays outside our control. If our supply of the services or products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to request an end the contract and receive a refund for any services or products you have paid for but not received.

    3. When you become responsible for the products. Datasets or other digital content provided to us by you will be your responsibility from the time we make it available to you for download.

    4. When you own products/datasets. You own a dataset or other digital content provided by us to you as the output of our services once we have received payment in full. You will not acquire any intellectual property or similar rights relating to the services or products we provide (including without limitation in respect of our software, algorithms, models and weights and any modifications made to these in the course of providing our services), other than the database and similar rights in those datasets and other digital content you have paid for in full.

    5. What will happen if you do not give required information to us. We may need certain information from you so that we can supply the services and products to you. If so, this will have been stated on our platform where datasets are submitted to us and/or in our quotation. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 7.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the services or associated products late or not supplying any part of them if this is caused by you not giving us the

    6. We may suspend supply of the services if you do not pay. If you do not pay us for the services and associated products when you are supposed to (see clause 10.4), we may suspend supply of all services and associated products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply. As well as suspending supply we can also charge you interest on your overdue payments (see clause 10.7).

  2. Our rights to end the contract

    1. We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:

      1. you do not make any payment to us when it is due; or

      2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services and associated products, for example, the type of information referred to in clause 6.5.

    2. You must compensate us if you break the contract. If we end the contract in the situations set out in clause 7.1 we will refund any money you have paid in advance for any services or associated products we have not provided, but we may deduct or charge reasonable compensation for the net costs we will incur as a result of your breaking the contract.

  3. If there is a problem with the services or associated products

How to tell us about problems. If you have any questions or complaints about the services or associated products, please contact us. You can telephone our customer service team at our customer service team at +44 (0)20 3488 2138 or by writing to us at support@lgn.ai.

  1. Your rights in respect of defective services and associated products

We warrant that we will provide the services with all reasonable care and skill but (subject to clause 11) we do not provide any warranty or guarantee as to the use to which you put the datasets or other products we produce or any outcomes of such use.

  1. Price and payment

    1. Where to find the price for the services. The price of the services (exclusive of any applicable VAT) will be the price indicated on the quotation we send to you prior to you placing your order. We take all reasonable care to ensure that the price advised to you is correct. However please see clause 10.3 for what happens if we discover an error in the price of the services you order.

    2. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the services, we will adjust the rate of VAT that you pay, unless you have already paid for the services in full before the change in the rate of VAT takes effect.

    3. What happens if we got the price wrong. It is always possible that, despite taking reasonable care, some of the services we provide may be incorrectly priced. We will normally check prices before accepting your order so that, where the services’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the services’ correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.

    4. When you must pay and how you must pay. We accept payment via the payment portal available on our website / platform. Unless otherwise stated in our quotation, you must pay the price for our services at the point of placing an order before we start providing them.

    5. Offers of free services. We may offer free services for an initial assessment of your dataset (subject to a maximum data limit). Such offer is limited to one per organisation and you agree to ensure that your employees and agents do not submit or attempt to submit more than one dataset in response to such offers.

    6. Our right of set-off. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

    7. We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Silicon Valley Bank (UK) from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

    8. What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know.

  2. Our responsibility for loss or damage suffered by you

    1. Nothing in these terms shall limit or exclude our liability for:

      1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

      2. fraud or fraudulent misrepresentation;

      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

      4. any matter in respect of which it would be unlawful for us to exclude or restrict liability.

    2. Except to the extent expressly stated in clause 11.1, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

    3. Subject to clause 11.1:

      1. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and

      2. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sum paid by you for products under such contract.

  3. Personal data

    1. How we will use your personal information. We will only use your personal information as set out in our [LINK TO PRIVACY POLICY].

    2. Personal data in datasets. You shall ensure that you have obtained all necessary consents and have all necessary notices in place from or in respect of each relevant person for the lawful passing by you to us of any personal data contained in any dataset submitted to us and the lawful usage and retention of such data and information by us for the purpose of providing our services and related products. You shall indemnify us against all claims and proceedings and all liability, loss, costs and expenses incurred by us as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by you, your employees or agents of (i) legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications and/or (ii) this clause 12.2.

  4. Other important terms

    1. Your intellectual property rights. We will not acquire any database or other intellectual property rights in the datasets you submit to us, but you hereby grant to us a royalty free non- exclusive licence to such rights for the purpose of providing our services and related products and warrant to us that you are the sole owner of all such rights. You shall indemnify us against all claims and proceedings and all liability, loss, damages, costs and expenses for which we are or become subject to or liable as a result of any infringement or alleged infringement of any third party’s intellectual property rights in the datasets you submit to us. We shall not disclose all or any part of the datasets you submit to us to any other party (save as may be required by law or to a party to whom we may transfer our rights and obligations under clause 13.2).

    2. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.

    3. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

    4. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.

    5. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

    6. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services or other products, we can still require you to make the payment at a later date.

    7. Which laws apply to this contract and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.