FE CashCalc AI Integration Trial – Terms and Conditions
Between
(1) FE fundinfo Limited, incorporated and registered in England and Wales with company number 03672592 whose registered office is at C/O Tmf Group 13th Floor, One Angel Court, London, United Kingdom, EC2R 7HJ (“CashCalc”); and
(2) The business entity (sole trader/partnership/limited liability partnership/company) which, on accepting the Terms of Business and these terms and conditions, will be registered to use CashCalc’s service (“Customer”).
Background
(A) CashCalc provides subscription services to the Customer via its website (the “Services”) under the existing terms of business, which can be found at https://cashcalc.co.uk/terms (the “Terms of Business”).
(B) CashCalc wishes to integrate and enable the AI Enhancements (as defined below) into the Services on a trial basis for the Customer.
(C) CashCalc and the Customer agree that the use of such AI Enhancements shall be governed by these terms and conditions (the “AI Terms”).
The definitions in this Clause apply in these AI Terms.
AI Enhancements: the artificial intelligence and machine learning enhancements developed by or on behalf of CashCalc to be integrated into the Services for the purpose of improving features and functionality.
NDA: the mutual confidentiality agreement entered into between CashCalc and the Customer.
Trial Period: the period commencing on the date from which the Customer is given access to the AI Enhancements to 31st December 2025, or at an earlier date notified by CashCalc to the Customer in writing.
2. Application of the AI Terms
2.1 By using the AI Enhancements as part of the Services, the Customer agrees to be bound by these AI Terms. These terms apply in addition to the Terms of Business and the NDA.
2.2 Expressions defined in the Terms of Business and used in these AI Terms shall have the meaning set out in the Terms of Business unless defined otherwise.
2.3 To the extent of any conflict between the Terms of Business, the NDA, and these AI Terms, the order of precedence shall be (i) the AI Terms; then (ii) the Terms of Business; then (iii) the NDA.
3.1 Subject to the Customer purchasing (or having purchased) the User Subscriptions and otherwise being in compliance with the Terms of Business, including paying the relevant Subscription Fees, CashCalc hereby grants the Customer’s Registered Users a personal, non-transferable, non-exclusive licence to use the AI Enhancements during the Trial Period solely for the purpose of using and/or enhancing the Services in connection with the Customer’s business operations. The Customer acknowledges and agrees that the AI Enhancements will cease to operate at the end of the Trial Period, unless otherwise agreed with CashCalc.
3.2 The Customer shall procure that all Registered Users comply with these AI Terms.
3.3 The Customer (as with the Services pursuant to the Terms of Business) shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under these AI Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the AI Enhancements (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the AI Enhancements; or
(b) access all or any part of the AI Enhancements in order to build a product or service which competes with the AI Enhancements or Services; or
(c) use the AI Enhancements to provide services to third parties; or
(d) licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the AI Enhancements available to any third party except the Registered Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the AI Enhancements, other than as provided under this Clause 3.
3.4 During the Trial Period this licence may be terminated immediately by CashCalc giving written notice to the Customer if the Customer (or any of its Registered Users) is in breach of any of its obligations under these AI Terms. The licence may be terminated by the Customer during the Trial Period upon not less than seven days' written notice to CashCalc. Upon termination, the Customer shall cease to have access to the AI Enhancements, and CashCalc shall return or delete any such outputs of the AI Enhancements generated by the Customer (except to the extent necessary for the continued provision of the Services without the AI Enhancements).
The Customer shall, during and after the Trial Period at the reasonable request of CashCalc, provide to CashCalc timely written feedback on the AI Enhancements.
5.1 Save for death and personal injury caused by CashCalc’s negligence, CashCalc shall have no liability of any kind in any circumstances whatever to the Customer in respect of the AI Enhancements. In particular, CashCalc shall have no liability in any circumstances whatever for any data loss or corruption and the Customer agrees that it has sole responsibility for protecting its data during the Trial Period.
5.2 The Customer acknowledges that the AI Enhancements are still under development and are provided for the Trial Period only on a free of charge basis. Accordingly, the AI Enhancements are provided on an “as is” basis without any warranty of any kind, and are to be used by the Customer at its own risk.
5.3 Save as set out explicitly elsewhere in these AI Terms, no representations, conditions, warranties or other terms of any kind are given in respect of the AI Enhancements, and all statutory warranties and conditions are excluded to the fullest extent possible.
5.4 In the event that CashCalc shall be found liable to the Customer for any reason other than death or personal injury caused by CashCalc’s negligence notwithstanding the terms of this Clause 5, the sums payable to the Customer in respect of such liability in aggregate across these AI Terms and the Terms of Business shall not in any circumstances exceed CashCalc’s liability cap as set out in clause 14 of the Terms of Business.
5.5 The parties agree that, unless expressly stated otherwise in these AI Terms, clause 13 of the Terms of Business shall apply in respect of the AI Enhancements, in addition to the Services.
6.1 Subject to the terms of the NDA, the Customer undertakes that it will respect and preserve the confidentiality of the AI Enhancements for a period of five years after the date of such disclosure. The Customer shall not without the prior written consent of CashCalc:
(a) communicate or otherwise make available the AI Enhancements to any third party; or
(b) use the AI Enhancements for any commercial, industrial or other purpose other than the purpose of using and/or enhancing the Services in connection with the Customer’s business operations; or
(c) copy, adapt, or otherwise reproduce all or any part of the AI Enhancements.
7. Intellectual Property Rights
7.1 CashCalc (and/or its third party licensors) owns all intellectual property rights in and to the AI Enhancements and all related documentation. The Customer acknowledges that nothing in these AI Terms shall confer on the Customer or its Registered Users any intellectual property or other rights in relation to the AI Enhancements other than its right to use under Clause 3.1.
7.2 Ownership of all complete or partial copies of the AI Enhancements and related documentation shall at all times remain with CashCalc.
7.3 If a third party notifies the Customer of any claim that the use of the AI Enhancements infringes any right of a third party, the Customer agrees to immediately notify CashCalc. If any such claim is made to the Customer or CashCalc, the Customer shall, at CashCalc's request, immediately cease use of the AI Enhancements. If CashCalc is unable to allow the Customer to continue to use the AI Enhancements, CashCalc shall notify the Customer in writing and the Trial Period shall end with immediate effect.
8. Data Protection
8.1 The parties shall at all times comply with the Data Protection Legislation (as defined in the Terms of Business), and with the data protection obligations as set out in clause 5 of the Terms of Business, which shall apply in respect of the AI Enhancements in addition to the Services.
8.2 Without prejudice to the generality of Clause 8.1, the Customer shall ensure that it has all necessary and appropriate lawful bases, consents and notices in place to enable lawful transfer of the personal data to CashCalc for the duration and purposes of this agreement so that CashCalc may lawfully use, process and transfer the personal data in accordance with these AI Terms on the Customer's behalf. Further information may be provided by CashCalc (at its entire discretion) to assist with the Customer’s compliance with this Clause 8.2.
8.3 The Customer consents to CashCalc appointing Microsoft Azure, or any alternative to be notified to the Customer, as a third-party processor of personal data under these AI Terms and the Terms of Business. CashCalc confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in clause 5 of the Terms of Business and in either case which CashCalc confirms will reflect the requirements of the Data Protection Legislation. As between the Customer and CashCalc, CashCalc shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 8.3.
8.4 CashCalc shall not, at any time during the Trial Period, use any data provided by the Customer under the Terms of Business or these AI Terms to develop, train, retrain, tune, validate, modify, update, or otherwise improve the underlying artificial intelligence model upon which the AI Enhancements are based.
9.1 CashCalc reserves the right to vary these AI Terms at any time by giving written notice to the Customer.
9.2 "Writing" or "written" includes email but not faxes or any other form of electronic communication except where expressly provided to the contrary.
9.3 These AI Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.