Terms and Conditions
CEOfriend® SERVICES TERMS
These Services Terms govern services provided by CEOfriend Limited (“CEOfriend”). The Services are subject to this Agreement, and an Order Form (collectively, the “Agreement”). CEOfriend and Customer are from time to time referred to as a “Party” and collectively as the “Parties”.
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2. Definitions
2.1 “ Affiliate ” means, with respect to a Party, any entity which controls, is controlled by, or is under common control with such Party, where “control” means the legal, beneficial or equitable ownership of at least a majority of the aggregate of all voting equity interests in such entity, but only for so long as such control exists.
2.2 “CEOfriend Marks ” means CEOfriend’s trademarks, service marks, tradenames, logos, and designs, whether or not specifically recognized, registered or perfected, including without limitation, those listed on CEOfriend’s website and in the CEOfriend Services.
2.3 “ Confidential Information ” means non-public information that is disclosed by or on behalf of a Party under or in relation to this Services Agreement that is identified as confidential at the time of disclosure or should be reasonably understood to be confidential or proprietary due to the nature of the information and/or the circumstances surrounding its disclosure. Confidential Information does not include information which, and solely to the extent it: (i) is generally available to the public other than as a result of a disclosure by the receiving Party or any of its representatives; (ii) was known or becomes known to the receiving Party from a source other than disclosing Party or its representatives without having violated any confidentiality agreement of the disclosing Party; (iii) is independently developed by the receiving Party without the benefit of any of the disclosing Party’s Confidential Information; or (iv) was disclosed by the disclosing Party to a third party without an obligation of confidence.In any dispute concerning the applicability of these exclusions, the burden of proof will be on the receiving Party and such proof will be by clear and convincing evidence.
2.4 “ Services ” means any services performed by CEOfriend under this Services Agreement and/or any applicable order form.
2.5 “ Export Control Laws ” means export control laws and regulations of the U.S., E.U., and other governments, as well as regulations declared by the U.S. Department of the Treasury Office of Foreign Assets Control, the U.S. Department of Commerce, the Council of the E.U. and their counterparts under applicable law (“Export Control Laws”), including all end user, end-use and destination restrictions imposed by such Export Control Laws.
2.6 “ Relevant Personal Data ” means any Personal Data for which the Customer is the Data Controller and for which CEOfriend and/or sub-contractor of CEOfriend) is a Data Processor. For the avoidance of doubt, Relevant Personal Data does not include personal data for which CEOfriend is a Data Controller. The terms Personal Data, Processing (and its derivatives), Data Controller, Data Processor and Data Subject shall have the meanings given to them under applicable data protection laws including the General Data Protection Regulation (Regulation (EU) 2016/679), as amended from time to time, including any national enacting legislation thereto and/or all other relevant applicable laws.
3. Provision of Services
3.1 Unless otherwise specified in the applicable order form, Services for the fees set out in the order form and the scope shall be limited to the provision of the reports, generated chat and automated follow up conversations provided as a result of those Services.
3.2 This Services Agreement (including the documents referred to herein) shall constitute the entire agreement between the parties for the provision of the Services to the exclusion of any other terms and conditions (including those contained or referred to in any Customer purchase order or correspondence received by CEOfriend before or after the date of this Services Agreement).
3.3 The Services are calculated based on the currency and location in which they are purchased and may only be used by the Customer entity that purchases such Services.
3.4 The provision of the Services are only intended to be used for a single Customer Affiliate or single use case within that Affiliate.
3.5 The use of the Services is not intended to be used across multiple Customer Affiliates or group legal entities.
3.6 CEOfriend Marks. Customer many not remove or obscure any CEOfriend Mark or other copyright, trademark or other proprietary notice displayed or included in the CEOfriend Services.
3.7 The intellectual property rights associated therewith are and will remain at all times the sole and exclusive property of CEOfriend and licensors and Customer has no right, title or interest in the intellectual property associated therewith.
4. Duties of Customer
4.1 Customer is responsible for ensuring that the Services are not used across multiple use cases or for other Customer Affiliates whether or not associated with Customer.
4.2 If a Customer Affiliate would like to use the Services for its separate internal business operations, unless otherwise agreed by CEOfriend in writing, it will purchase a separate Subscription by executing Order Forms that incorporate by reference this Agreement, and in each such case, all references in this Services Agreement to Customer shall be deemed to refer to such Customer Affiliate for purposes of such Order Form(s). Each such Order Form is a separate contract between CEOfriend and the applicable Customer Affiliate.
4.3 Customer may only use the Services in compliance with these terms, including the Usage Policy (“Usage Policy”) Customer must cooperate with reasonable requests for information from Anthropic to support compliance with its Usage Policy, including to verify Customer’s identity and use of the Services.
4.4 It is Customer’s responsibility to evaluate whether the output from the Servies and reports are appropriate for Customer’s use case, including where human review is appropriate, before using or sharing this output.
4.5 Customer acknowledges, and must notify its users, that factual assertions in outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information.
4.6 Customer further acknowledges that Outputs may contain content inconsistent with CEOfriend’s views.
4.7 Use Restrictions Customer may not and must not attempt to (a) access the Services to build a competing product or service, including to train competing AI models or resell the Services, except as expressly approved by CEOfiend.
4.8 or (b) reverse engineer or duplicate the Services.
4.9 Customer is responsible for all activity under its account.
4.10 Customer will promptly notify CEOfriend if Customer believes the account has been compromised, or is subject to a denial of service or similar malicious attack that may negatively compromise the Services.
5. Payment
5.1 Fees. Customer shall pay all fees due to CEOfriends monthly in advance unless otherwise specified in the applicable Order Form (“Fees”).
5.2 Fees are based on the Subscription purchased as set forth in the applicable Order Form.
5.3 Customer shall not reduce the scope of the Subscription purchased and the applicable Fees during the relevant subscription period.
5.4 Customer shall pay any fees due in accordance with the payment terms set forth in an Order Form, or if none, within thirty days from receipt of invoice.
5.5 Payments are non-cancelable, non-refundable and non-creditable with no right of offset or suspension, except as otherwise expressly provided in this Services Agreement.
5.6 Unless specifically agreed to by the parties, payments shall not be contingent on an issuance of a purchase order by Customer.
5.7 Late payments shall bear interest from the due date at the rate of the lower of one and one-half percent (1.5%) per month or such lower rate as may be mandated by applicable law.
5.8 The fees specified on an Order Form are exclusive of travel and expenses and do not include taxes, public fees, duties, deductions or withholdings (collectively, “Taxes”).
5.9 Any amounts payable by Customer to CEOfriend under any other agreement or order, including but not limited to subscription fees, are not conditional on the delivery of the Services.
5.10 Customer (and its staff) shall reasonably cooperate with CEOfriend in the performance of the Services and shall provide CEOfriend with the information, feedback, instructions, consents, necessary to enable the timely performance of the Services by CEOfriend in the manner provided herein.
5.11 Customer shall be responsible for the completeness and accuracy of all information, data and material provided by Customer or its authorized representatives to CEOfriend.
5.12 Customer shall use all reasonable efforts to anonymize any Relevant Personal Data provided to CEOfriend and provide access to such data only as necessary for CEOfriend’s performance of the Services.
5.13 Customer warrants that it has the necessary consents of the Data Subjects under applicable data protection laws to transfer to CEOfriend and/or its Affiliates and/or its Subprocessor(s) any Relevant Personal Data and for the Processing purposes intended.
5.14 Customer shall use all reasonable efforts to avoid and reduce damages and will make back-up copies of data on a regular basis and carry out security checks for the purpose of defending or detecting viruses and other disruptive programs within Customer's IT system.
5.15 Customer may be asked to provide feedback to CEOfriend following completion of the Services, which may include satisfaction forms, customer surveys or evaluations (collectively, “Feedback”). To the extent that Customer provides any Feedback or any other suggestions, data, information, comments or ideas with respect to CEOfriend Services (individually and collectively "Contributions"), Customer acknowledges and agrees that any and all Contributions made by Customer or any of its participants shall be deemed the confidential and proprietary property of CEOfriend. Customer expressly assigns, transfers and conveys all right, title and interest in and to the Contributions to CEOfriend. Customer agrees that CEOfriend and its designees will be free to use, copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use and exploit the Contributions, including derivative works thereto, for any and all commercial and non-commercial purposes, without any liability or obligation to Customer whatsoever.
5.16 Usage Data. CEOfriend will compile statistical and technical data and information related to or generated through the performance, operation and use of the Services and related features and functionality in order to provide comparable information and make recommendations using aggregated and anonymous data (“Usage Data”). For purposes of clarity, Usage Data may include anonymized Customer Data processed in providing the Services and account information subject to the DPA and Privcy Notice. CEOfriend will not publicly disclose Usage Data unless it is aggregated and anonymized. CEOfriend may use such Usage Data during and after the term, for the purposes of implementing, operating, maintaining, auditing compliance, and improving (Including training and machine learning of the tools in the Services and fulfilling its obligations) for the benefit of customers to use the services.
6. Intellectual Property; Evaluation; Usage
6.1 Customer retains all rights, title and interest in and to its proprietary data (“Customer Data”) which may be used with the CEOfriend Services including all data that Customer elects to integrate into the CEOfriend Services.
6.2 CEOfriend retains all right, title and interest in and to the CEOfriend Services, and all deliverables resulting from performance of the Services (and use of the Usage Data), including all knowhow, methodologies, designs and improvements to the CEOfriend Services, but excluding any non-anonymized Customer Data incorporated into any such deliverable.
6.3 CEOfriend hereby grants Customer a non-exclusive license to use any deliverables or work product created hereunder in connection with Customer’s authorized use of the CEOfriend Services including Usage Data.
7. Warranty
7.1 CEOfriend warrants that the Services will be performed using reasonable care and skill consistent with generally accepted industry standards.
7.2 For any claimed breach of this warranty, Customer must notify CEOfriend of the warranty claim within fifteen (15) calendar days of Customer’s receipt of the applicable Services.
7.3 Customer’s exclusive remedy and CEOfriend’s sole liability with regard to any breach of this warranty will be, at CEOfriend’s sole option and expense, to either: (i) re- perform the non-conforming Services ; or (ii) refund to Customer the fees paid for the non-conforming Services.
7.4 Customer shall provide reasonable assistance to CEOfriend in support of its efforts to furnish a remedy for any breach of this warranty.
7.5 CEOfriend relies on information from various sources believed to be reliable, including clients and third parties, but cannot guarantee the accuracy and completeness of that information.
7.6 Customer is responsible for confirming the accuracy and completeness of any data used in reports or the Services provided to the Customer.
7.7 Except as expressly set forth in section 7.1 and to the maximum extent permitted by law, CEOfriend makes no warranties with respect to the Services or any other subject matter of this Services agreement and hereby disclaims all other warranties, whether express, implied or statutory, including, but not limited to, warranties of merchantability, satisfactory quality and fitness for a particular purpose (even if CEOeofriend has been informed of such purpose).
7.8 CEOfriend does not warrant that the Services will be entirely free from defects or operate uninterrupted or error free.
8. Liability and Disclaimers
8.1 Except for: (i) each Party’s indemnification obligations under this Agreement, (ii) death or bodily injury caused by a Party’s negligence; (iii) Customer’s payment obligations; (iv)Customer’s violation of CEOfriend’s intellectual property rights; each Party’s maximum, cumulative liability for any claims, losses, costs (including attorney’s fees) and other damages arising under or related to this Agreement, regardless of the form of action, whether in contract, tort (including negligence or strict liability) or otherwise, will be limited to actual damages incurred, and will in no event exceed the fees paid or payable by Customer for the twelve (12) month period preceding the loss or damages giving rise to the claim and attributable to the specific services giving rise to such damages.
8.2 Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
8.3 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
8.4 CEOfriend will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: use of, or inability to use, the CEOfriend site ; or use of or reliance on any content displayed on our site.
8.5 In particular, CEOfriend will not be liable for: (a) loss of profits, sales, business, or revenue ; loss or corruption of data; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation ; or (b) any indirect or consequential loss or damage.
9. Confidentiality
9.1 Each Party shall protect the other Party’s Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than a reasonable degree of care.
9.2 The receiving Party shall not (i) use Confidential Information for any purpose outside the scope of this Services Agreement, or (ii) voluntarily disclose Confidential Information except to employees, contractors and agents as required to perform its obligations under the Agreement.
9.3 Notwithstanding the foregoing, a Party may disclose the other Party’s Confidential Information to the extent that it is required to be disclosed in accordance with an order or requirement of a court, administrative agency or other governmental body, provided that such Party, to the extent permitted by law, provides the other Party with prompt notice of such order or requirement in order that it may seek a protective order.
9.4 Each Party’s confidentiality obligations hereunder will continue for a period of three (3) years following any termination of this Services Agreement, provided, however, that each Party’s obligations will survive and continue in effect thereafter with respect to, and for so long as, any Confidential Information continues to be a trade secret under applicable law.
9.5 The Parties acknowledge and agree that the CEOfriend Services and all pricing information shall be the Confidential Information of CEOfriend.
10. Termination
10.1 This Services Agreement shall remain in effect until completion, expiration or termination of all Services and be liable for payment to CEOfriend for all Services provided through the effective date of any termination of this Services Agreement as well as any costs and expenses of CEOfriend resulting from the termination.
10.2 Either Party may terminate this Services Agreement as a result of a material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice from the non-breaching party ten (10) days in the case of Customer’s non-payment).
10.3 In the event of a breach, Customer shall be liable for payment to CEOfriend for all Services provided and expenses incurred through the date of termination.
10.4 Sections 2 and 4-10 inclusive shall survive any termination of this Services Agreement.
11. General
11.1 Data Privacy. CEOfriend’s privacy notices and further information regarding CEOfriend’s privacy measures, including CEOfriend’s Privacy Notice may be found athttps://www.ceofriend.ai/privacy-policy. Data submitted through the Services will be processed in accordance with the CEOfriend Data Processing Addendum found athttps://www.ceofriend.ai/privacy-policy( DPA ”), which is incorporated into these Terms by reference.
11.2 CEOfriend and Customer are independent contractors. Nothing in this Services Agreement or any amendment to this Services Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.CEOfriend personnel engaged to perform Services do not enter into an employment relationship with Customer and Customer shall take all reasonable measures to ensure that CEOfriend personnel will not be deemed Customer employees.
11.3 Neither Party will have any liability under this Services Agreement to the extent that it is delayed, prevented or hindered in performing any of its obligations under this Services Agreement (other than the obligation to pay money) as a result of any circumstance or occurrence beyond the reasonable control of a Party, including without limitation acts or omissions by a public authority, acts of God, strikes, blockades, failures, outages or delays of the Internet, denial of service attacks, acts of terrorism, riots, storms, earthquakes, explosions, fires, and floods.
11.4 This Services Agreement or any of the rights or obligations hereunder may not be assigned by Customer without the prior written consent of CEOfriend. CEOfriend may delegate all or part of the Services to be performed hereunder to a CEOfriend third party provided that CEOfriend will remain liable for all acts and omissions of any such or third party.
11.5 This Services Agreement, its subject matter and its formation are governed by English law. Each party agrees that the courts of England and Wales will have exclusive jurisdiction in relation to any claim or dispute.
11.6 All notices concerning a default, breach or violation of this Services Agreement by CEO friend will be in writing and delivered to CEO friend: (i) by certified or registered mail, upon delivery or (ii) by an internationally recognized express courier, upon delivery to: CEO friend at: 80 Onslow Gardens, N103JX All other notices to CEO friend, including account related communications, will be electronically sent to CEO friend at [email protected].
11.7 If any provision of this Services Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of this Services Agreement shall remain in full force and effect. In the event of any conflicts or inconsistencies, this Services Agreement shall take precedence over the CEOfriend Customer Agreement or other licensing agreement or Order Form, but only with respect to the specific subject matter of each.