Terms of Service

For the purposes of this Agreement, the following definitions apply:

• "Agreement" refers to these Terms of Service and any applicable Statement of Work.
• "Statement of Work" (SOW) means a document executed by both parties that details the scope, deliverables, timeline, and fees for specific Services.
• "Deliverables" means the specific software, models, reports, or other materials to be delivered by Started to the Client as defined in an SOW.
• "Intellectual Property Rights" (IPR) means all patents, copyrights, trade secrets, trademarks, and other proprietary rights.
• "Background IP" means all IPR owned or developed by a party prior to this Agreement or developed independently of this Agreement.
• "Foreground IP" means all IPR in the Deliverables that is created by Started specifically for the Client under an SOW.

All Services provided by Started will be described in one or more Statements of Work (SOWs). Each SOW will form a separate contract incorporating these Terms.

Key Provisions:

• Each SOW will specify the scope of work, deliverables, timeline, and fees
• SOWs must be signed by authorized representatives of both parties
• In the event of a conflict between these Terms and an SOW, the SOW will prevail
• Changes to an SOW require written agreement from both parties via a change order

The Client agrees to provide timely access to necessary resources for Started to perform the Services effectively.

Client Obligations:

• Provide access to necessary data, systems, and personnel required for the Services
• Ensure the accuracy and legality of any data provided to Started
• Respond to Started's queries and requests in a timely manner
• Obtain all necessary permissions and licenses for Started to perform the Services
• Appoint a primary contact person for coordination and communication

Delays in fulfilling Client responsibilities may impact project timelines and costs.

Fees for the Services will be set out in the applicable SOW. Our standard payment terms are as follows:

• All fees are exclusive of VAT and other applicable taxes
• Invoices are due within 30 days of receipt unless otherwise agreed
• Late payments may be subject to interest at 8% above the Bank of England base rate
• Started reserves the right to suspend Services for overdue payments exceeding 60 days
• Travel and out-of-pocket expenses will be billed separately at cost plus 10% administrative fee

Payment Methods:

We accept payment via bank transfer, and major credit cards. Payment details will be provided on each invoice.

Background IP

Each party retains full ownership of its Background IP. Started grants the Client a non-exclusive, perpetual, worldwide, royalty-free licence to use Started's Background IP solely to the extent necessary to use the Deliverables.

Foreground IP

Upon full and final payment for the relevant SOW, Started assigns to the Client all right, title, and interest in the Foreground IP. Started retains the right to use the general skills, knowledge, and experience gained during the performance of the Services.

Open Source Software

The Deliverables may contain open source software, which will be identified in the SOW or documentation. Such software is licensed under its respective open source license terms.

Both parties agree to keep confidential all non-public information disclosed by the other party ("Confidential Information").

Obligations:

• Use Confidential Information solely for the purposes of this Agreement
• Not disclose Confidential Information to third parties without prior written consent
• Protect Confidential Information with the same degree of care used for own confidential information
• Return or destroy all Confidential Information upon termination of this Agreement

Exceptions:

This obligation does not apply to information that: (a) is publicly available, (b) was rightfully known before disclosure, (c) is independently developed, or (d) must be disclosed by law.

This confidentiality obligation will survive termination of this Agreement for five (5) years.

Warranties

Started warrants that:

• Services will be performed in a professional and workmanlike manner
• Services will conform to industry standards
• Started has the necessary skills, experience, and qualifications to perform the Services
• The Deliverables will not infringe any third-party intellectual property rights

Disclaimers

IMPORTANT: The Client acknowledges that artificial intelligence is a probabilistic field. Started does not warrant that:

• The Deliverables will be completely error-free
• The AI systems will produce any specific business outcome
• The AI models will maintain consistent performance over time

The Services and Deliverables are provided "as is" without any other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

To the maximum extent permitted by law, Started's total liability to the Client under this Agreement shall not exceed the total fees paid by the Client under the SOW from which the claim arises.

Exclusions:

In no event shall Started be liable for:

• Indirect, consequential, or special damages
• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Damage to reputation or goodwill
• Any damages arising from Client's use or inability to use the Deliverables

These limitations apply regardless of the theory of liability, whether in contract, tort, negligence, or otherwise, and even if Started has been advised of the possibility of such damages.

Term

This Agreement commences on the date of the first SOW and continues until all SOWs are completed or terminated.

Termination for Convenience

Either party may terminate an SOW or this Agreement with 30 days' written notice. The Client will pay for all Services performed up to the termination date.

Termination for Cause

Either party may terminate immediately for material breach that is not cured within 14 days of written notice.

Effects of Termination

• All outstanding fees become immediately due and payable
• Each party returns or destroys the other's Confidential Information
• Provisions that by their nature should survive (confidentiality, IP, liability) remain in effect

Governing Law

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.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.

Dispute Resolution

Before initiating legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations. If unsuccessful after 30 days, either party may pursue legal remedies.

General Provisions

• This Agreement constitutes the entire agreement between the parties
• Amendments must be in writing and signed by both parties
• If any provision is found invalid, the remainder continues in full force
• Neither party may assign this Agreement without written consent