Generative AI terms of service (B2B)

Generative AI terms of service (B2B) contents

Services Order Form

1. Definitions: definitions.
2. Term: commencement of term; end of term (indefinite); each services order form creates distinct contract.
3. AI Services: obligation to provide AI services; grant of licence to use AI services; limitations on use of cloud service; prohibitions on the use of the AI services; security of access credentials (AI services); availability of AI services; availability of AI services and SLA; AI services acceptable use policy; no damaging use of AI services; no excessive use of the AI services; no unlawful use of AI services; monitoring of AI services; no access to platform code; no assignment of 
   Provider
   intellectual property rights in AI services; suspension of AI services for legal non-compliance; suspension of AI services for non-payment.
4. Early Access: limited responsibility for early access (AI services).
5. Rights in AI Creations: assignment of intellectual property rights in AI creations to 
   Provider
   ; licence for 
   Customer
   to use AI creations (business purposes).
6. Rights in AI Creations: assignment of intellectual property rights in AI creations to 
   Customer
   ; licence for
   Provider
   to use AI creations.
7. Nature of AI Creations: AI creations and third party AI systems; limitation of liability for AI creations.
8. Customer
   Data: licence of
   Customer
   data; licence of
   Customer
   data for AI purposes, with opt-out; licence of 
   Customer
    data for aggregation purposes; warranties relating to
   Customer
   data; waiver of moral rights in
   Customer
   data (AI systems).
9. Support Services: support services provision (discretionary option); standard of support services; support services in accordance with SLA; suspension of support services.
10. Scheduled maintenance and Modifications: right to conduct scheduled maintenance and modify (AI services); acknowledgement of modifications by 
    Customer
     (AI services); limitations on right to modify (AI services); notice or prohibition of significant modifications (AI services); notice of modifications generally (AI services); security modifications (AI services); notice of scheduled maintenance (AI services); times for provision of scheduled maintenance; maximum aggregate time for scheduled maintenance (AI services).
11. Mobile App: mobile App governed by separate terms.
12. Customer
    obligations: human oversight of AI services; reporting of problems (AI services); general second party obligations.
13. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; variation of charges.
14. Payments: payment of charges in advance; interest on late payments.
15. AI Laws: warranty that AI services not prohibited;
    Provider
     compliance with AI laws;
    Customer
    compliance with AI laws; ensuring personnel knowledge of AI; obligations of
    Provider
     as provider of AI; obligations of 
    Customer
     as deployer of generative AI.
16. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data and purposes of processing by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Provider
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
17. Warranties: AI services general warranties; AI services warranty of non-discrimination; AI services intellectual property infringement warranty; breach of AI services infringement warranty;
    Customer
    warranty of authority; exclusion of implied warranties and representations.
18. Acknowledgements and warranty limitations: no warranty that AI services meet needs; AI services not error free; AI may hallucinate; AI services not entirely secure ; AI services compatibility limitation; no legal etc advice with AI services .
19. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
20. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract (fixed); aggregate liability cap upon services contract.
21. Force Majeure Event: obligations suspended for force majeure.
22. Termination: termination without cause (optionally asymmetric, initial term and renewal term); termination by either party without cause (initial term and renewal term); termination upon breach; termination upon insolvency; termination upon non-payment; rights of termination supplemental or exclusive.
23. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
24. Notices: contractual notices by email (services order form).
25. Subcontracting: subcontracting permitted.
26. General: no waiver; severability; variation written and signed; asymmetric assignment of contractual rights; no third party rights; entire agreement (commercial terms); governing law; exclusive jurisdiction.
27. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

Schedule 1 (Acceptable Use Policy)

1. Introduction: definitions for acceptable use policy (generative AI services); parties to policy; agreement to policy by using services; express agreement to policy; services user minimum age under policy.
2. General usage rules: no damaging use of services; prohibition on excessive resource use; no unlawful use of services or creations; content must comply with provisions of part.
3. Use of content: use of content in accordance with licence; prohibitions relating to use of services; warranty relating to use of content in accordance with licence.
4. Moral rights waiver: waiver of moral rights in content.
5. Unlawful Content: no unlawful user content: general prohibition; no unlawful user content: specific prohibitions; previous complaints and user content.
6. Prompt Content: no poisonous prompt content; no AI-generated prompt content; no personal data etc in prompt content; no disinformation in prompt content; no use of services to produce creations that breach content rules.
7. Graphic material: age suitability of user content; no violence, self-harm or suicide depicted in user content; no encouragement of violence, self-harm or suicide; no pornographic user content.
8. Factual accuracy: content or shared content must be truthful; content or shared content must not risk defamation.
9. Advice: no professional advice in content or shared content; no use of creations as advice; no negligent advice in content or shared content.
10. Community standards: shared content appropriate etc; no offensive shared content; no annoying shared content; no hostile communications; no deliberate offense (generative AI); no shared content flooding; no duplicate shared content; categorisation of shared content; appropriate shared content titles; courtesy to service users.
11. Creations: rights to use creations; prohibitions on use of creations; no representations that creations are human-created; creations to be subject to human review before use; no commitments in relation to creation content.
12. Marketing and spam: prohibition on marketing activities (generative AI); no spam in user content; sending spam using email addresses; no promotion of marketing schemes (generative AI); avoidance of IP blacklisting.
13. Regulated businesses: no gambling-related activities (generative AI); no pharmaceutical activities (generative AI); no weapon-related activities (generative AI).
14. Monitoring: acknowledgement relating to monitoring.
15. Data mining: no data mining; no identification of natural persons; no extraction of AI system data.
16. Hyperlinks: no hyperlinks to prohibited content.
17. Harmful software: no harmful software; no risky software; no backdoors or vulnerabilities in content.

Schedule 2 (SLA)

1. Introduction to SLA: purpose of AI services SLA; informal definition of uptime (AI services).
2. Availability: uptime commitment (AI services); measurement of uptime; reporting of uptime measurements.
3. Service credits: earning service credits (AI services); amount of service credits; application of service credits (AI services); service credits are sole remedy; service credits upon termination (AI services).
4. Exceptions: list of exceptions to availability commitment.
5. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
6. Response and resolution: AI services support issue categorisation; allocation of support issue severity categories; support response times; contents of response to support request; support resolution times.
7. Provision of Support Services: support services to be provided remotely.
8. Limitations on Support Services: excessive use of hosted services support; support services training and misuse limitations (AI services).