Success Agreement
Parties
(1) Supplier: CarefulAI Ltd, [company number: 03838140], whose registered office at: The Springboard Centre, Cwmbran, Wales, UK, NP44 3AW (the “Supplier” or “CarefulAI”); and
(2) Customer: ____________________________________________________________________[company number,_______________]], whose registered office is at
___________________________________________________________________________________________(the “Customer”).
This Schedule forms a services agreement between the parties dated ____/___/_______ (the “Agreement”).
Capitalised terms not defined here have the meaning given in the Agreement.
(1) Supplier: CarefulAI Ltd, [company number: 03838140], whose registered office at: The Springboard Centre, Cwmbran, Wales, UK, NP44 3AW (the “Supplier” or “CarefulAI”); and
(2) Customer: ____________________________________________________________________[company number,_______________]], whose registered office is at
___________________________________________________________________________________________(the “Customer”).
This Schedule forms a services agreement between the parties dated ____/___/_______ (the “Agreement”).
Capitalised terms not defined here have the meaning given in the Agreement.
1. Definitions
“Target Framework” means 〈____________________________________________________________________〉, as assessed and approved by
(________________________________________________________________________________________________ ) the “Certifying Body”).
“Validated Approval” means the issuance to the Customer (or any member of its Group) of a valid certificate of conformity to, or formal validated approval against, the Target Framework by the Certifying Body.
“Success Fee” means the sum of £_______________________ set out in clause 2.
“Tool” means the tool(s) made available by CarefulAI under the Agreement. Specifically, any of those referenced at www.carefulai.com
“Services” means the Tool and any related services provided by CarefulAI under the Agreement.
“Group” means the Customer and its subsidiaries, holding companies and their subsidiaries from time to time.
“Tail Period” means the period of 36 months following termination or expiry of the Agreement.
“Target Framework” means 〈____________________________________________________________________〉, as assessed and approved by
(________________________________________________________________________________________________ ) the “Certifying Body”).
“Validated Approval” means the issuance to the Customer (or any member of its Group) of a valid certificate of conformity to, or formal validated approval against, the Target Framework by the Certifying Body.
“Success Fee” means the sum of £_______________________ set out in clause 2.
“Tool” means the tool(s) made available by CarefulAI under the Agreement. Specifically, any of those referenced at www.carefulai.com
“Services” means the Tool and any related services provided by CarefulAI under the Agreement.
“Group” means the Customer and its subsidiaries, holding companies and their subsidiaries from time to time.
“Tail Period” means the period of 36 months following termination or expiry of the Agreement.
2. Provision of the Tool
2.1 CarefulAI shall make the Tool available to the Customer at no charge for the term of the Agreement.
2.1 CarefulAI shall make the Tool available to the Customer at no charge for the term of the Agreement.
3. Success Fee
3.1 In consideration of the provision of the Tool and the Services, the Customer shall pay the Supplier a Success Fee of £150,000 on the achievement of Validated Approval.
3.2 The Success Fee is payable once per Target Framework.
3.3 The Success Fee is exclusive of VAT, which the Customer shall pay in addition at the applicable rate against a valid VAT invoice.
3.1 In consideration of the provision of the Tool and the Services, the Customer shall pay the Supplier a Success Fee of £150,000 on the achievement of Validated Approval.
3.2 The Success Fee is payable once per Target Framework.
3.3 The Success Fee is exclusive of VAT, which the Customer shall pay in addition at the applicable rate against a valid VAT invoice.
4. Trigger and verification
4.1 The Success Fee is earned on the date the Certifying Body issues the certificate or formal approval evidencing Validated Approval (the “Trigger Date”).
4.2 Validated Approval is conclusively evidenced by a copy of the certificate or approval issued by the Certifying Body. The Customer shall provide a copy to the Supplier within 5 business days of issue.
4.1 The Success Fee is earned on the date the Certifying Body issues the certificate or formal approval evidencing Validated Approval (the “Trigger Date”).
4.2 Validated Approval is conclusively evidenced by a copy of the certificate or approval issued by the Certifying Body. The Customer shall provide a copy to the Supplier within 5 business days of issue.
5. Attribution
5.1 The Success Fee is payable where Validated Approval is achieved and the Customer has used the Services at any time in connection with its preparation for or achievement of Validated Approval.
5.1 The Success Fee is payable where Validated Approval is achieved and the Customer has used the Services at any time in connection with its preparation for or achievement of Validated Approval.
6. Payment
6.1 The Customer shall pay the Success Fee within 30 days of the Trigger Date, against CarefulAI’s invoice.
6.2 Late payment bears interest at 10% per annum from the due date until payment.
6.1 The Customer shall pay the Success Fee within 30 days of the Trigger Date, against CarefulAI’s invoice.
6.2 Late payment bears interest at 10% per annum from the due date until payment.
7. Tail period (survival of the trigger)
7.1 If Validated Approval is achieved during the Tail Period, the Success Fee remains payable as if the Agreement were still in force, even if the Customer is merged with another entity. It is the responsibility of the Customer to ensure those it merges with carry with it the responsibilities and liabilities of this agreement.
7.1 If Validated Approval is achieved during the Tail Period, the Success Fee remains payable as if the Agreement were still in force, even if the Customer is merged with another entity. It is the responsibility of the Customer to ensure those it merges with carry with it the responsibilities and liabilities of this agreement.
8. Survival on termination
8.1 CarefulAI’s right to the Success Fee survives termination or expiry of the Agreement, save where the Agreement is terminated by the Customer for the CarefulAI’s material uncured breach.
8.1 CarefulAI’s right to the Success Fee survives termination or expiry of the Agreement, save where the Agreement is terminated by the Customer for the CarefulAI’s material uncured breach.
9. Anti-avoidance
9.1 Validated Approval achieved by any member of the Customer’s Group counts as Validated Approval by the Customer for the purposes of this clause.
9.2 Where the Customer achieves certification or approval to a standard that is a successor to, renaming of, or substantially equivalent to the Target Framework, that is treated as Validated Approval.
9.3 The Customer shall not restructure, reorganise or route its certification activities with the purpose of avoiding the Success Fee.
9.1 Validated Approval achieved by any member of the Customer’s Group counts as Validated Approval by the Customer for the purposes of this clause.
9.2 Where the Customer achieves certification or approval to a standard that is a successor to, renaming of, or substantially equivalent to the Target Framework, that is treated as Validated Approval.
9.3 The Customer shall not restructure, reorganise or route its certification activities with the purpose of avoiding the Success Fee.
10. Edge cases
10.1 Partial or staged approval: where the Customer achieves partial or staged approval against the Target Framework, a pro-rata portion of the Success Fee is payable, calculated by the proportion of the Target Framework’s requirements satisfied, as evidenced by the Certifying Body. The balance becomes payable on achievement of full Validated Approval.
10.2 Multiple frameworks: a separate Success Fee is payable for each distinct Target Framework
10.3 Lapse or withdrawal: once earned, the Success Fee is not refundable if the Validated Approval later lapses, expires or is withdrawn.
10.4 Abandonment: no Success Fee is payable where the Customer does not achieve Validated Approval, save as provided in clause 7 (Tail Period).
10.1 Partial or staged approval: where the Customer achieves partial or staged approval against the Target Framework, a pro-rata portion of the Success Fee is payable, calculated by the proportion of the Target Framework’s requirements satisfied, as evidenced by the Certifying Body. The balance becomes payable on achievement of full Validated Approval.
10.2 Multiple frameworks: a separate Success Fee is payable for each distinct Target Framework
10.3 Lapse or withdrawal: once earned, the Success Fee is not refundable if the Validated Approval later lapses, expires or is withdrawn.
10.4 Abandonment: no Success Fee is payable where the Customer does not achieve Validated Approval, save as provided in clause 7 (Tail Period).
11. Records and audit
11.1 The Customer shall keep records sufficient to verify the achievement and timing of Validated Approval, and shall provide them to the Supplier on reasonable request for the purpose of confirming the Success Fee.
11.2 The existence of records from the Certifying Body that verify the achievement and timing of Validated Approval requested, requested for the purpose of confirming the Success Fee may be sought as necessay
11.1 The Customer shall keep records sufficient to verify the achievement and timing of Validated Approval, and shall provide them to the Supplier on reasonable request for the purpose of confirming the Success Fee.
11.2 The existence of records from the Certifying Body that verify the achievement and timing of Validated Approval requested, requested for the purpose of confirming the Success Fee may be sought as necessay
12. Intellectual property and licence
12.1 Ownership. CarefulAI owns and retains all intellectual property rights in and to the Tool, including its source and object code, algorithms, models, data structures, user interfaces, documentation and any updates, and all related know-how (the “Tool IP”). Nothing in the Agreement or this Schedule transfers or assigns any Tool IP to the Customer, whether the Tool is provided free of charge, for a nominal fee, or otherwise. The provision of the Tool at no or nominal charge does not imply any wider rights than the licence expressly granted below.
12.2 Licence. CarefulAI grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Tool solely for the Customer’s internal business purposes for the term of the Agreement, subject to the restrictions below.
12.3 Restrictions. The Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate or create derivative works of the Tool; (b) reverse-engineer, decompile or disassemble the Tool, or otherwise attempt to derive its source code, methods or underlying logic, save to the extent such restriction is prohibited by applicable law; (c) sell, rent, lease, sublicense, distribute or otherwise make the Tool available to any third party; (d) use the Tool to develop, train or improve any product or service that competes with the Tool; (e) benchmark the Tool for competitive purposes or publish its results without CarefulAI’s consent; or (f) remove, obscure or alter any proprietary or confidentiality notice in the Tool.
12.4 Confidentiality of the Tool. The non-public elements of the Tool, including its methods, logic, thresholds, models and performance characteristics, are CarefulAI’s confidential information. The Customer shall keep them confidential and shall not disclose or use them except as permitted by the licence.
12.5 Feedback. CarefulAI owns all rights in any feedback, suggestions or improvement ideas the Customer provides regarding the Tool, and may use them without restriction or obligation. The Customer assigns such rights to CarefulAI to the extent they would otherwise vest in the Customer.
12.6 Customer data. As between the parties, the Customer owns the data it inputs into the Tool. CarefulAI owns the Tool, its models, and any aggregated or anonymised insights derived from use of the Tool that do not identify the Customer or its data.
12.7 Effect of termination. On termination or expiry of the Agreement, the licence in clause 12.2 immediately ends, the Customer shall cease using the Tool, and shall return or destroy (at CarefulAI’s option) any copies of the Tool or related confidential materials in its control, certifying destruction on request.
12.8 Injunctive relief. The Customer acknowledges that any breach of this clause 12 may cause CarefulAI irreparable harm for which damages would be an inadequate remedy, and that CarefulAI is entitled to seek injunctive or other equitable relief in addition to any other remedy.
12.9 Verification. CarefulAI may, on reasonable notice, verify the Customer’s use of the Tool to confirm compliance with the scope of the licence.
12.1 Ownership. CarefulAI owns and retains all intellectual property rights in and to the Tool, including its source and object code, algorithms, models, data structures, user interfaces, documentation and any updates, and all related know-how (the “Tool IP”). Nothing in the Agreement or this Schedule transfers or assigns any Tool IP to the Customer, whether the Tool is provided free of charge, for a nominal fee, or otherwise. The provision of the Tool at no or nominal charge does not imply any wider rights than the licence expressly granted below.
12.2 Licence. CarefulAI grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Tool solely for the Customer’s internal business purposes for the term of the Agreement, subject to the restrictions below.
12.3 Restrictions. The Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate or create derivative works of the Tool; (b) reverse-engineer, decompile or disassemble the Tool, or otherwise attempt to derive its source code, methods or underlying logic, save to the extent such restriction is prohibited by applicable law; (c) sell, rent, lease, sublicense, distribute or otherwise make the Tool available to any third party; (d) use the Tool to develop, train or improve any product or service that competes with the Tool; (e) benchmark the Tool for competitive purposes or publish its results without CarefulAI’s consent; or (f) remove, obscure or alter any proprietary or confidentiality notice in the Tool.
12.4 Confidentiality of the Tool. The non-public elements of the Tool, including its methods, logic, thresholds, models and performance characteristics, are CarefulAI’s confidential information. The Customer shall keep them confidential and shall not disclose or use them except as permitted by the licence.
12.5 Feedback. CarefulAI owns all rights in any feedback, suggestions or improvement ideas the Customer provides regarding the Tool, and may use them without restriction or obligation. The Customer assigns such rights to CarefulAI to the extent they would otherwise vest in the Customer.
12.6 Customer data. As between the parties, the Customer owns the data it inputs into the Tool. CarefulAI owns the Tool, its models, and any aggregated or anonymised insights derived from use of the Tool that do not identify the Customer or its data.
12.7 Effect of termination. On termination or expiry of the Agreement, the licence in clause 12.2 immediately ends, the Customer shall cease using the Tool, and shall return or destroy (at CarefulAI’s option) any copies of the Tool or related confidential materials in its control, certifying destruction on request.
12.8 Injunctive relief. The Customer acknowledges that any breach of this clause 12 may cause CarefulAI irreparable harm for which damages would be an inadequate remedy, and that CarefulAI is entitled to seek injunctive or other equitable relief in addition to any other remedy.
12.9 Verification. CarefulAI may, on reasonable notice, verify the Customer’s use of the Tool to confirm compliance with the scope of the licence.
13. Governing law and execution
13.1 This Schedule and any dispute arising out of it are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
13.2 This Schedule may be executed in counterparts.
13.1 This Schedule and any dispute arising out of it are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
13.2 This Schedule may be executed in counterparts.
Signed for and on behalf of CarefulAI Limited:
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________
Signed for and on behalf of the Customer:
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________
Signed for and on behalf of the Customer:
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________