For the purposes of the GMSTC, the following capitalized terms have the meanings assigned below, unless the context expressly requires otherwise. Terms are grouped by category for ease of reference; the grouping has no interpretive significance. Terms are grouped by category for ease of reference; the grouping has no interpretive significance.
"Aciano" the Aciano contracting entity identified in the applicable Transaction Document in accordance with Article 6, being one of Aciano Technologies LLC, Aciano Technologies LLC-FZ, or Aciano Technologies (or any successor or additional Contracting Entity identified under Article 6).
"Affiliate" with respect to either Party, an entity that directly or indirectly controls, is controlled by, or is under common control with that Party, “control” meaning ownership of more than 50% of voting securities or equivalent controlling interest.
"Client / Customer" as defined in Article 7.
"Contracting Entity" as defined in Article 6.1.
"Authorized Representative" an individual who a Party represents, expressly or by apparent authority consistent with their role, has authority to bind that Party to a Transaction Document.
"Agreement" collectively, these Core Terms, all applicable Schedules, Transaction Documents, Regional Addenda, and Policies incorporated by reference.
"Statement of Work / SOW" a Transaction Document (including an accepted Proposal, per Article 16) describing the scope, deliverables, Fees, and timeline for a Services engagement.
"Proposal" a written commercial and technical proposal issued by Aciano for a Services engagement, capable of becoming a binding SOW upon acceptance under Article 16.
"Quotation" a non-binding indicative price estimate for Products or Services, valid for the period stated therein, which does not itself constitute an offer capable of acceptance.
"Order Form" a Transaction Document used to purchase Licensed Products, Subscription Products, or defined-scope Services.
"Fees" all charges payable by Customer under a Transaction Document, including one-off, recurring, usage-based, and pass-through charges.
"Subscription" a right to access a Subscription Product on a recurring-fee, hosted basis for a defined term.
"License" a right to install, access, or use a Product granted under Article 44.
"Change Request" a written request to modify the scope, deliverables, timeline, or Fees of an accepted Transaction Document, governed by Article 18.
"Software" any computer program, source code, object code, or firmware, in any form.
"Platform" a hosted software environment made available by Aciano through which a Product or Service is delivered.
"AI / AI Product" any artificial intelligence, machine learning, generative AI, or data-driven analytics product, model, feature, or service made available by Aciano, standalone or embedded.
"Cloud Services" infrastructure, platform, or software services hosted on Azure, AWS, or another cloud infrastructure provider and made available by Aciano as principal or as reseller/implementation partner.
"API" an application programming interface made available by Aciano to enable programmatic access to a Product.
"Open Source" software licensed under a publicly available open-source licence, incorporated into a Product or Deliverable.
"Deliverables" work product, code, reports, configurations, models, or other output Aciano is engaged to create for Customer under a SOW, excluding Aciano Background IP and Third-Party Materials incorporated therein.
"Edge Cases" scenarios outside the documented primary use flows of a Deliverable or Product, the handling of which is addressed, to the extent applicable, in the relevant SOW or Documentation.
"Acceptance Criteria" the objective criteria, set out in a SOW or Article 25, against which a Deliverable is assessed for conformance prior to acceptance.
"Background IP" intellectual property owned or licensed by a Party prior to, or developed independently of, a specific engagement, and not created specifically for the other Party under a SOW.
"Client IP" intellectual property owned by Customer prior to an engagement, and any Customer Data, each as further described in Article 42.
"Aciano IP" collectively, Aciano Background IP and any Aciano intellectual property embedded in a Product, Platform, or Deliverable, as further described in Article 41.
"Licensed Product" a Product made available under a Software License Schedule or SaaS/Subscription Schedule.
"Confidential Information" as defined in Article 47.1.
"Trade Secret" Confidential Information that derives independent economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy, entitled to the additional protections afforded to trade secrets under applicable law.
"Discovery" the initial phase of a Services engagement, described in Article 20, during which scope, assumptions, and approach are defined prior to development.
"Milestone" a defined point of progress in a SOW to which a deliverable, payment, or review obligation is attached.
"Basic QA" the standard quality assurance activities described in Article 22, performed by Aciano prior to delivery of a Deliverable.
"Enhanced QA" the additional, structured quality assurance activities described in Article 23, applicable where specified in a SOW.
"User Acceptance Testing / UAT" the testing phase described in Article 24, conducted by or with Customer to validate a Deliverable against Acceptance Criteria.
"Support" reactive assistance provided in connection with a Product or Deliverable following go-live, as described in the applicable Schedule.
"Maintenance" proactive upkeep, patching, and updates provided in connection with a Product, as described in the applicable Schedule.
"Applicable Law" all statutes, regulations, and binding legal requirements applicable to a Party's performance under the Agreement, including as modified by Article 76 and any Regional Addendum.
"Force Majeure" as defined in Article 72.1.
"Business Day" a day other than a Saturday, Sunday, or public holiday in the location of the relevant Contracting Entity identified under Article 6, unless a Transaction Document specifies otherwise.
"Taxes" as defined in Article 33.1.
"Regulatory Authority" any governmental, statutory, or regulatory body with jurisdiction over a Party's performance under the Agreement.
"Sanctions" economic or trade sanctions administered by the U.S. Office of Foreign Assets Control, the UK Office of Financial Sanctions Implementation, the European Union, the United Nations Security Council, or another applicable authority.
"Personal Data" any information relating to an identified or identifiable natural person, as defined under applicable data protection law.
“Shall” denotes a binding obligation; “may” denotes a discretionary right; “will” is used only in reference to future factual events and does not itself create an obligation; “should” is used only in non-binding guidance, including within Drafting Notes, which do not form part of the operative Agreement.
Headings are for convenience only and do not affect construction. “Including” means “including without limitation.” References to a Party include its permitted successors and assigns. References to “writing” or “written” include email unless otherwise specified. Singular includes plural and vice versa, unless the context requires otherwise.
The Agreement is drafted in the English language. In the event of any conflict between the English-language version and a translation prepared for local regulatory purposes, the English-language version prevails, unless a Regional Addendum expressly provides otherwise to satisfy a mandatory local-language requirement.
The Core Terms apply to every Transaction Document entered into by a Contracting Entity, regardless of the Product or Service line involved, including Software Development, Enterprise Applications, Microsoft Dynamics 365, Cloud Services, Azure and AWS Services, AI Solutions, Machine Learning, Generative AI, Data Processing, Business Intelligence, Data Analytics, DevOps, Managed Services, Technical Support, Resource Augmentation, IT Consulting, Digital Transformation, IoT Solutions, Mobile and Web Applications, SaaS Platforms, Licensed Software, Subscription Products, APIs, SDK Licensing, Third-Party Integrations, White-Labelled Products, Custom Software, Digital Marketing, SEO, UI/UX Design, Product Design, Hosting, Maintenance, Training, and Professional Services.
A Product or Service line not listed in Section 3.1 as at the Effective Date is nonetheless governed by the Core Terms upon being made the subject of a Transaction Document, whether or not a bespoke Schedule for that Product or Service line has yet been adopted; in the absence of a bespoke Schedule, the Core Terms alone govern until such a Schedule is adopted.
Aciano may adopt a new Schedule to address a new Product or Service line by publishing it in accordance with Article 5, without amending these Core Terms, provided the new Schedule does not conflict with Article 4.4 (Limits on Override).
| Tier | Component | Purpose |
|---|---|---|
| 1 | Core Terms (Articles 1–85) | General framework: parties, payment, IP, liability, data protection, termination, dispute resolution. |
| 2 | Product/Service Schedules (Part B) | Product-specific operative terms; may override Core Terms defaults where expressly stated. |
| 3 | Transaction Documents | Deal-specific scope, fees, term, named Products and Contracting Entity. |
| 4 | Policies | Operational detail; updatable within the limits of Article 83. |
| 5 | Regional Addenda | Jurisdiction-specific law, tax, and regulatory overlays. |
In the event of a direct conflict between the components listed in Section 4.1 concerning the same subject matter, precedence is as follows, highest first: (a) the applicable Transaction Document, but only as to deal-specific commercial terms (scope, fees, deliverables, dates, quantities, and the identified Contracting Entity); (b) the applicable Schedule; (c) the applicable Regional Addendum; (d) these Core Terms; (e) any Policy incorporated by reference. A Schedule's silence on a matter expressly addressed in these Core Terms does not constitute a conflict; the Core Terms continue to apply unless the Schedule expressly states that it displaces them on that point.
Where mandatory local law applicable to a Customer conflicts with the order of precedence in Section 4.2, mandatory local law prevails solely to the extent of the conflict, and the remainder of the Agreement continues in full force and effect.
No Transaction Document, Schedule, or Regional Addendum overrides Article 76 (Governing Law), Article 82 (Entire Agreement), Article 66 (Limitation of Liability — aggregate cap architecture), or Article 81 (Assignment), unless it contains an express written statement identifying the specific Article and confirming intent to override it.
Any terms in a Customer purchase order, procurement portal, or vendor onboarding form are rejected and have no legal effect, notwithstanding Aciano's acceptance, acknowledgment, or performance following issuance, unless expressly agreed in writing by an Authorized Representative of Aciano.
A Schedule, Policy, or Regional Addendum applies to a Customer(s) and/or Client(s) only where (a) it is expressly referenced in a Transaction Document accepted by that Customer, or (b) the Customer accesses or uses the corresponding Product or Service digitally or physically. Inapplicability of a given Schedule does not affect the validity of the remainder of the Agreement.
The Schedules current as at the Effective Date are listed in Part B; Aciano may add further Schedules from time to time in accordance with Section 3.3.
“Aciano” means whichever of the following entities (each, a “Contracting Entity”) is identified as the contracting party in the applicable Transaction Document:
| Contracting Entity | Jurisdiction | Typical Role |
|---|---|---|
| Aciano Technologies LLC | Chicago, Illinois, USA | Contracts with Customers where a U.S. entity, U.S. dollar invoicing, or U.S. law is required or preferred. |
| Aciano Technologies LLC-FZ | Dubai, United Arab Emirates | Contracts with Customers in the UAE, GCC, and wider Middle East region, or where a UAE free-zone entity is preferred. |
| Aciano Technologies | Karachi, Pakistan (partnership) | Contracts with Customers in Pakistan and South Asia, and serves as the default Contracting Entity under Section 6.3. |
There is no fixed rule assigning Customers to a particular Contracting Entity by region, product line, or otherwise. Each Order Form, Proposal, or Statement of Work shall expressly identify the Contracting Entity for that transaction, and Aciano's sales and legal operations teams shall determine the appropriate Contracting Entity on a deal-by-deal basis having regard to the Customer's location, invoicing currency, tax position, and any regulatory considerations.
Where a Transaction Document does not identify a Contracting Entity, “Aciano” is deemed to mean Aciano Technologies (Karachi, Pakistan), which serves as the default Contracting Entity for the purposes of the Agreement.
Different Contracting Entities may contract with the same Customer or its Affiliates in respect of different Products, Services, or regions, and each such Transaction Document is treated as a separate agreement incorporating these Core Terms. Liability is not aggregated across separate Contracting Entities unless the relevant Transaction Document expressly states otherwise.
The governing law and dispute resolution forum applicable to a Transaction Document is determined by the identity of the Contracting Entity in accordance with Article 76.
“Customer” and or “Client” means the legal entity that (a) executes or accepts a Transaction Document, (b) registers for or accesses a Product or Service either digitally or physically, including under a Trial, or (c) is otherwise identified as the contracting counterparty in a Transaction Document.
A Customer/Client may hold one or more of the following capacities simultaneously, each governed additionally by the corresponding Schedule:
Where a provision of these Core Terms applies only to a Customer/Client acting in a particular capacity, that limitation is stated expressly; absent such limitation, the provision applies to the Customer/Client generally.
A Customer Affiliate may place a separate Order Form or Statement of Work incorporating these Core Terms (“Participation”), becoming a Customer in its own right solely with respect to that Transaction Document.
Liability is not aggregated or made joint and several across Affiliates unless the relevant Transaction Document expressly so states.
Aciano is not obliged to contract with any Customer Affiliate and may apply separate credit, compliance, and Sanctions screening to each.
Each individual accepting the Agreement on behalf of a Customer represents that they hold the authority to bind that Customer.
Aciano is entitled to rely on the representation in Section 9.1 without further inquiry, absent actual knowledge to the contrary.
Where Aciano supplies Products or Services to a Reseller for onward provision to that Reseller's own end customers, such end customers are not Customers under the Agreement and have no direct contractual relationship with Aciano unless a separate Transaction Document is entered into directly.
The Reseller is solely responsible for its relationship with, and obligations to, its end customers, without prejudice to the flow-down obligations that will be imposed on the Reseller under the applicable Reseller Schedule once adopted under Article 5.3, which shall include obligations to bind end customers to acceptable use, data protection, and intellectual property protection terms no less protective of Aciano than those set out in the Agreement.
Except as set out in Article 8 (Affiliates) or a Reseller Schedule adopted under Article 5.3, the Agreement confers no right or benefit on any third party, and no third party may enforce any term under any applicable third-party rights legislation, including the UK Contracts (Rights of Third Parties) Act 1999, where applicable.
The Agreement is formed, as applicable to the relevant engagement channel: (a) upon execution of a Transaction Document by Authorized Representatives of both Parties; (b) upon written (including email) acceptance of a Proposal in accordance with Article 16; (c) upon electronic acceptance (including clickwrap or equivalent) of an Order Form through an Aciano-operated portal; or (d) where Customer accesses or uses a Product or Service without a countersigned Transaction Document, upon the earlier of such access/use or the issuance of an invoice, provided Aciano has made these Core Terms and the applicable Schedule available beforehand.
A Quotation is a non-binding, indicative estimate of pricing, valid for the period stated therein (or, if none is stated, thirty (30) days), and does not itself constitute an offer capable of acceptance or create any obligation on either Party.
Products are ordered via an Order Form specifying the Product, licence or subscription metrics, term, Fees, and the Contracting Entity. An Order Form is binding upon execution or electronic acceptance in accordance with Article 12.
A Proposal describes the proposed scope, methodology, indicative timeline, assumptions, and Fees for a Services engagement. A Proposal is an offer capable of acceptance and does not, by itself, bind either Party until accepted in accordance with Article 16.
Where an engagement's complexity, risk profile, or Customer's procurement process requires it, the Parties may execute a formal Statement of Work in addition to, or instead of, a Proposal.
Where both a Proposal and a subsequent SOW exist for the same engagement, the SOW supersedes the Proposal to the extent of any inconsistency, and the Proposal is deemed superseded and non-binding once the SOW is executed.
A Proposal becomes a binding Statement of Work upon the earliest of: (a) Customer's signature or electronic signature on the Proposal or an accompanying acceptance form; (b) Customer's written confirmation by email from an Authorized Representative accepting the Proposal, expressly or by clear instruction to proceed; or (c) Customer's payment of any deposit or advance fee specified in the Proposal.
Verbal acceptance, or commencement of work at Customer's informal request pending paperwork, does not bind Customer to the commercial terms of a Proposal; where Aciano commences work at Customer's request prior to formal acceptance, Article 17 applies.
Where Customer requests Aciano to commence work before a Transaction Document is formally accepted, Aciano may do so at its discretion.
Customer agrees to pay for work performed under Section 17.1 on a time-and-materials basis at Aciano's then-current standard rates (or the rates set out in the relevant Proposal, if issued), up to a cap of [●] unless a higher cap is separately agreed in writing, pending execution of the formal Transaction Document.
Any change to the scope, deliverables, timeline, or Fees of an accepted Proposal or Statement of Work must be documented in a written Change Request signed or accepted by both Parties before Aciano is obliged to perform the changed scope.
Aciano is not obliged to proceed with any change unless and until pricing and timeline impact have been agreed in writing.
Aciano may make a Product or Service available on a trial, pilot, evaluation, or proof-of-concept basis, free of charge or at a reduced fee (a “Trial”). A Trial is governed by these Core Terms, the applicable Schedule, and any Trial-specific terms presented at sign-up, which prevail over this Article to the extent of any conflict.
To the maximum extent permitted by Applicable Law, Aciano's aggregate liability arising out of or in connection with a Trial, however arising, shall not exceed USD 100 (or the equivalent in local currency), except in respect of the categories of liability identified in Article 66.4, to the extent such carve-outs are mandated by Applicable Law and cannot be validly excluded.
Where a SOW specifies a Discovery phase, Aciano shall, at its conclusion, provide a written Discovery output (which may take the form of a scoping document, technical design, or backlog) recording the scope, assumptions, dependencies, and, where practicable at that stage, Acceptance Criteria for the engagement.
Where the Discovery output identifies a scope, cost, or timeline materially different from that contemplated in the original Proposal, the Parties shall document the revised scope, cost, and timeline in a Change Request or an updated SOW before development activities commence.
For engagements of sufficient scale, the SOW shall specify the governance cadence (including status reporting frequency and escalation contacts) through which the Parties monitor progress against Milestones and Acceptance Criteria.
Aciano's obligations under a SOW are conditioned on the assumptions stated therein; a material deviation from a stated assumption is addressed via Article 18 (Change Requests) and, where relevant, Article 26 (Customer Dependencies).
Aciano may, in its sole discretion and in accordance with generally recognized industry’s best practices, use artificial intelligence tools and technologies (including generative AI, machine learning-assisted development, and AI-assisted quality assurance) in the performance of Services and the creation of Deliverables. Where Customer requires that AI tools and technologies not be used, in whole or in part, in respect of a specific engagement, Customer shall notify Aciano of such requirement in writing, and Aciano may, in its sole and absolute discretion, agree to abide by such requirement, whether subject to an additional fee reflecting any resulting increase in effort, timeline, or resourcing, or decline to do so, in each case as determined by Aciano on a case-by-case basis and, where agreed, recorded in the applicable Statement of Work or Change Request. For the avoidance of doubt, this Section 20.5 does not apply to AI Products supplied to Customer as a Product or Service in their own right, which are governed by Part XI (AI Governance) and Schedule 5.
Where a SOW specifies Milestones, each Milestone represents a defined point of progress to which a review, payment, or Deliverable obligation is attached, as set out in the SOW.
Customer's review or sign-off of a Milestone confirms progress consistent with the SOW as at that date and does not constitute final acceptance of the overall Deliverable, which is governed by Article 25.
Unless a SOW specifies Enhanced QA under Article 23, Aciano shall perform Basic QA prior to delivering a Deliverable, comprising functional testing against the documented primary use flows, and a reasonable review for defects apparent through such testing.
Basic QA is not a substitute for, and does not guarantee the outcome of, User Acceptance Testing under Article 24, and does not extend to Edge Cases unless the SOW specifies otherwise.
Where a SOW specifies Enhanced QA, Aciano shall additionally perform the structured testing activities specified in the SOW, which may include regression testing, load or performance testing, security testing, and defined Edge Case testing.
Aciano shall provide a written QA summary or test report for Enhanced QA activities upon completion, in the form specified in the SOW or, absent specification, in a form reasonably sufficient to evidence the testing performed.
Where a SOW provides for UAT, Customer shall test the Deliverable against the Acceptance Criteria within the UAT period specified in the SOW (or, if none is specified, ten (10) Business Days from delivery), and shall provide Aciano with written notice of any material non-conformance, with reasonable supporting detail, within that period.
Aciano shall use reasonable efforts to remediate a validly notified material non-conformance within a reasonable time and resubmit the Deliverable for a further UAT cycle, unless the SOW specifies a different remediation process or cycle limit.
A Deliverable is assessed for acceptance against the Acceptance Criteria set out in the SOW; where no Acceptance Criteria are specified, a Deliverable is assessed against the documented scope and specifications in the SOW.
A Deliverable is deemed accepted if Customer does not provide written notice of material non-conformance, with reasonable supporting detail, within the applicable UAT or acceptance period under Article 24 or the SOW.
Customer shall provide, in a timely manner, the access, information, decisions, and resources reasonably specified in the SOW as Customer's responsibility.
Aciano's performance obligations and timelines are relieved to the extent affected by Customer's failure to satisfy Section 26.1, and Aciano shall notify Customer promptly upon identifying that such a failure is reasonably likely to affect timeline or Fees.
Customer shall pay all Fees set out in the applicable Transaction Document.
Unless stated otherwise, Fees are quoted exclusive of any Tax, as defined in Article 33.
Aciano shall invoice Customer in accordance with the invoicing schedule set out in the applicable Transaction Document or, if none is specified, monthly in arrears for Services and annually in advance for Subscription Products.
Invoices are payable within fifteen (15) days of the invoice date (the “Due Date”), unless a different period is expressly stated on the invoice, in the applicable Transaction Document, or in a Regional Addendum, provided that, in the absence of any such express statement, the Due Date shall be fifteen (15) days from the invoice date and shall not be extended by implication.
Any amount not paid by the Due Date shall incur a single, fixed administrative charge equal to the lower of 5% of the overdue amount or the maximum amount permitted by Applicable Law, payable once in respect of that overdue amount as a genuine pre-estimate of Aciano's reasonable administrative costs in managing overdue accounts. For the avoidance of doubt, this charge is fixed and non-compounding, does not accrue on a time, per diem, or per annum basis, and is not, and shall not be construed as, interest.
Without prejudice to any other right or remedy, Aciano may suspend performance of any Service or access to any Product, with prior written notice of not less than ten (10) Business Days (save in cases of persistent non-payment where a shorter period may apply), where any undisputed invoice remains unpaid more than fifteen (15) days after the Due Date.
Customer shall notify Aciano in writing of any good-faith invoice dispute within the Due Date, specifying the disputed amount and reasons.
Customer shall pay all undisputed amounts by the Due Date; disputed amounts, once resolved, are payable within seven (7) Business Days of resolution.
For Subscription Products and recurring Managed Services fees, Aciano may increase Fees effective from any renewal term upon not less than thirty (30) days' prior written notice.
Fee increases do not apply retroactively or during a then-current committed term unless expressly permitted by the applicable Transaction Document.
Where a Transaction Document provides for reimbursement of reasonable travel, accommodation, or other out-of-pocket expenses, Aciano shall seek Customer's prior written approval for any single expense item exceeding USD 500 (or the equivalent in local currency) and shall provide supporting documentation on request.
“Tax” means any value added tax, goods and services tax, sales tax, consumption tax, digital services tax, withholding tax, or any similar governmental charge, however designated, together with any related interest or penalties, other than taxes on Aciano's net income.
Customer shall pay or reimburse Aciano for all applicable Tax, save for Tax for which Customer holds and timely provides a valid exemption certificate recognized by the relevant tax authority.
If Customer is required by law to withhold or deduct any Tax from a payment to Aciano, Customer shall (a) make such withholding or deduction, (b) pay the withheld amount to the relevant tax authority in accordance with Applicable Law, (c) provide Aciano with official receipts or other evidence of such payment, and (d) unless the Tax is a withholding tax on Aciano's net income imposed in a jurisdiction where the relevant Contracting Entity is tax-resident, gross up the payment such that Aciano receives the full amount it would have received had no such withholding or deduction been required, except where a double taxation treaty or applicable exemption reduces the withholding obligation and Customer applies such reduced rate on the basis of documentation provided by Aciano.
Each Party shall reasonably cooperate with the other to minimize Tax liability in connection with the Agreement, including by providing valid tax residency certificates, exemption certificates, and other documentation reasonably requested to support a reduced withholding rate, exemption, or Tax reclaim.
Payment obligations survive any Tax dispute between Customer and a tax authority; Customer may not withhold or delay payment to Aciano on the basis of such a dispute except to the extent withholding is legally mandated pending resolution.
These Core Terms commence on the Effective Date of the first Transaction Document between the Parties and continue until all Transaction Documents entered into under the Agreement have expired or been terminated, and no further Transaction Document is then in effect, subject to Article 84 (Survival).
The term of each Transaction Document is as specified therein.
Where a Subscription Product or Managed Services engagement provides for automatic renewal, it renews for successive periods equal to the initial term (or as otherwise specified) unless either Party gives written notice of non-renewal at least sixty (60) days (or the period specified in the Transaction Document) before the end of the then-current term.
In addition to Article 29.2 (non-payment), Aciano may suspend access to a Product or performance of a Service, in whole or in part, immediately and without liability, where: (a) Customer's use poses a security risk to Aciano, its other customers, or any third party; (b) Customer is in material breach of the Acceptable Use Policy; (c) suspension is required to comply with Applicable Law, a court order, or a competent Regulatory Authority; or (d) continued provision would cause Aciano to be in breach of its obligations to a Third-Party Materials provider.
Aciano shall, where legally permitted and reasonably practicable, provide prior notice and use reasonable efforts to limit the suspension to the minimum necessary and restore service promptly once the triggering circumstance is resolved.
Either Party may terminate a Transaction Document (or, where the breach is not confined to a single Transaction Document, the Agreement as a whole) by written notice if the other Party commits a material breach of the Agreement and, where curable, fails to cure it within thirty (30) days of written notice specifying the breach.
Either Party may terminate as described in Section 38.1 if the other Party becomes insolvent, enters administration, liquidation, or an equivalent insolvency proceeding in its jurisdiction, or ceases to carry on business.
Where a Transaction Document expressly permits termination for convenience, the terminating Party shall provide the notice period specified therein.
Unless otherwise stated, Services engagements terminated for convenience by Customer require payment for Services performed to the date of termination and reasonable demobilization and non-cancellable committed costs incurred by Aciano.
On termination or expiry of a Transaction Document: (a) all licenses granted under that Transaction Document cease, save as expressly stated to survive; (b) Customer shall pay all Fees accrued up to the effective date of termination; and (c) each Party shall return or destroy the other's Confidential Information in accordance with Article 49.
Aciano shall, on Customer's written request made within thirty (30) days of termination and subject to payment of any applicable retrieval fee set out in the relevant Schedule, make Customer Data available for export in a standard format for a period of thirty (30) days, after which Aciano may delete such Customer Data in accordance with its data retention policies and Schedule 6.
Termination is without prejudice to any other right or remedy accrued as at the date of termination.
As between the Parties, Aciano and its licensors retain all right, title, and interest in and to all Products, Platforms, tools, methodologies, templates, frameworks, and pre-existing code, models, and know-how used or made available in connection with a Service (“Aciano Background IP”).
Aciano retains all right to any general skills, know-how, and experience gained in performing Services, provided this does not permit disclosure of Customer's Confidential Information.
Nothing in the Agreement transfers ownership of Aciano Background IP to Customer.
As between the Parties, Customer retains all rights, title, and interest in Client IP, Customer Data, and any materials, data, or content Customer provides to Aciano.
Customer grants Aciano a non-exclusive, worldwide, royalty-free license to host, copy, transmit, and process Customer Data solely to the extent necessary to provide the applicable Product or Service and to comply with Applicable Law.
Subject to Article 41 and full payment of applicable Fees, Aciano assigns to Customer all right, title, and interest in Deliverables created specifically for Customer under a Statement of Work, excluding any Aciano Background IP or Third-Party Materials incorporated therein.
To the extent Deliverables incorporate Aciano Background IP, Aciano grants Customer a perpetual, non-exclusive, worldwide, royalty-free license to use such Aciano Background IP solely as embedded in the Deliverables and for Customer's internal business purposes.
Products are licensed, not sold. Aciano grants Customer a non-exclusive, non-transferable (save as permitted under Article 81) license to access and use the applicable Product during the term of the relevant Transaction Document, solely for Customer's internal business purposes and in accordance with the applicable Schedule and Documentation.
No right is granted to reverse engineer, decompile, resell, sublicense, or create derivative works of a Product, except to the extent such restriction is unenforceable under Applicable Law.
If Customer provides suggestions, ideas, or feedback regarding a Product or Service (“Feedback”), Aciano may use such Feedback without restriction or obligation to Customer, provided Aciano does not disclose Customer as the source of the Feedback without consent and Feedback does not include Customer's Confidential Information.
Third-Party Materials remain subject to the applicable third-party license terms, which Aciano shall make available or reference on request.
Aciano's warranties and indemnities under the Agreement do not extend to Third-Party Materials except as expressly passed through under the applicable Schedule or as required by the relevant third-party vendor's terms.
“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business plans, pricing, technical designs, source code, security information, and the terms of the Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.
The Receiving Party shall (a) use the Disclosing Party's Confidential Information solely to exercise its rights and perform its obligations under the Agreement, (b) protect it using no less than a reasonable degree of care, and no less care than it applies to its own confidential information of similar sensitivity, and (c) not disclose it to any third party except to its Affiliates, employees, contractors, and professional advisers who have a need to know and are bound by confidentiality obligations no less protective than this Article.
The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, regulation, or a valid order of a court or governmental authority, provided that, where legally permitted, it gives the Disclosing Party prior written notice and reasonable cooperation to seek a protective order or other appropriate remedy.
On termination or expiry of the Agreement, or on the Disclosing Party's written request, the Receiving Party shall, at the Disclosing Party's election, return or securely destroy all Confidential Information in its possession, save that (a) the Receiving Party may retain copies required by Applicable Law or bona fide backup/archival policies, subject to the continuing confidentiality obligations of this Part IX, and (b) neither Party need destroy Confidential Information embedded in Deliverables or Products it is entitled to retain under Part VIII.
Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which damages alone would be an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law, without the requirement to post a bond except where mandated by Applicable Law.
Where Aciano processes Personal Data on behalf of Customer in the course of providing a Product or Service, Aciano acts as processor (or service provider/sub-processor, as applicable under local law) and Customer acts as controller (or business, as applicable), and the terms of the Data Processing Addendum at Schedule 6 apply and are incorporated by reference.
Where Aciano determines the purposes and means of processing Personal Data independently (for example, in respect of Customer's own business contacts used for account management), Aciano acts as an independent controller in respect of that processing, as further described in Aciano's Privacy Notice.
Each Party shall comply with applicable data protection law relevant to its role in the processing of Personal Data under the Agreement, including as applicable the GDPR, UK GDPR and Data Protection Act 2018, the California Consumer Privacy Act, and equivalent legislation in the UAE, Saudi Arabia, Qatar, Pakistan, and other jurisdictions in which Customer operates.
Where the provision of a Product or Service involves the transfer of Personal Data across jurisdictions, the Parties shall implement the transfer mechanism specified in Schedule 6 (including, as applicable, Standard Contractual Clauses or an equivalent recognized transfer mechanism) to the extent required by Applicable Law.
Where a Regional Addendum specifies data residency, localization, or other data protection requirements specific to a Customer's jurisdiction, that Regional Addendum prevails over Schedule 6 to the extent of any conflict, in accordance with Article 4.2.
Aciano shall maintain a written information security program incorporating administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, appropriate to the nature and sensitivity of the Customer Data, as set out in Schedule 9.
Aciano shall notify Customer without undue delay, and in any event within the timeframe required by Applicable Law, after becoming aware of a Personal Data breach affecting Customer Data, and shall provide reasonably available information to assist Customer in meeting its own notification obligations.
Customer acknowledges that AI Products generate output using probabilistic models and may produce output that is incomplete, inaccurate, or unsuitable for a particular purpose (“Output”). Aciano does not warrant the accuracy, completeness, or fitness of any Output.
Customer is solely responsible for reviewing, validating, and determining the appropriateness of Output before relying on it, in particular in connection with any regulated, safety-critical, financial, medical, or legal use case.
Unless Customer opts out in accordance with Section 56.2, Aciano may use Customer Data to train, fine-tune, and improve the AI Products made available to Customer, subject at all times to Aciano's confidentiality obligations under Article 47, its data protection obligations under Part X and Schedule 6, and, where Customer Data comprises Personal Data, Applicable Law.
Customer may opt out of the use of its Customer Data for training or model-improvement purposes under Section 56.1 at any time by written notice to Aciano, or through any self-service opt-out mechanism made available within the relevant AI Product, with such opt-out taking effect prospectively from the date it is actioned.
As between the Parties, and subject to any Third-Party Materials terms applicable to the underlying model, Customer owns the Output generated specifically for Customer through its authorized use of an AI Product, to the extent ownership of such Output is capable of being held under Applicable Law.
Aciano makes no representation as to the availability of intellectual property protection for AI-generated Output in any jurisdiction.
Customer shall not use an AI Product to generate content that is unlawful, infringing, or in violation of the Acceptable Use Policy, and shall not represent Output as human-generated where such representation would be misleading in a regulated context.
Customer shall not deploy an AI Product for a use case classified as high-risk under applicable AI-specific regulation (including the EU AI Act, where applicable) without Aciano's prior written consent and implementation of any additional safeguards Aciano reasonably requires as a condition of that consent.
The Parties acknowledge that AI-specific regulation is evolving. Aciano will use reasonable efforts to update Schedule 5 and its AI Products to reflect material regulatory developments, and each Party shall cooperate in good faith to implement any additional obligations reasonably required for the other Party's compliance with applicable AI-specific law.
Each Party warrants that it has the legal power and authority to enter into the Agreement and that its performance will not violate any other agreement to which it is a party.
Aciano warrants that Services will be performed using reasonable skill and care consistent with generally recognized industry standards.
Customer's sole and exclusive remedy, and Aciano's entire liability, for breach of this warranty is re-performance of the non-conforming Services, or, if Aciano is unable to remedy the non-conformance within a reasonable time, a pro-rata refund of Fees paid for the non-conforming Services.
Aciano warrants that, during the applicable term, a Product will perform materially in accordance with its Documentation.
Customer's sole and exclusive remedy, and Aciano's entire liability, for breach of this warranty is correction of the non-conformance or, if Aciano is unable to correct it within a reasonable time, termination of the affected Order Form and a pro-rata refund of prepaid, unused Fees for the affected Product.
EXCEPT AS EXPRESSLY SET OUT IN ARTICLES 60 THROUGH 62, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACIANO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. ACIANO DOES NOT WARRANT THAT A PRODUCT OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL POSSIBLE THREATS.
Aciano shall defend Customer against any third-party claim alleging that a Product or Deliverable, as provided by Aciano and used in accordance with the Agreement and Documentation, infringes that third party's intellectual property rights, and shall indemnify Customer against damages finally awarded (or agreed in settlement with Aciano's consent) as a result, provided Customer (a) promptly notifies Aciano in writing of the claim, (b) gives Aciano sole control of the defense and settlement (save that Aciano shall not settle on terms imposing liability or admission on Customer without Customer's consent, not to be unreasonably withheld), and (c) provides reasonable cooperation at Aciano's expense.
Section 64.1 does not apply to the extent a claim arises from: (a) Third-Party Materials; (b) modification of the Product or Deliverable other than by Aciano; (c) combination with products, data, or services not provided by Aciano, where the claim would not have arisen but for such combination; (d) use other than in accordance with the Documentation or the Agreement; or (e) continued use after Aciano has notified Customer to cease use of an allegedly infringing version and made available a non-infringing alternative at no material loss of functionality.
If a Product or Deliverable becomes, or in Aciano's reasonable opinion is likely to become, the subject of an infringement claim, Aciano may, at its option and expense: (a) procure the right for Customer to continue using it; (b) replace or modify it to be non-infringing while providing materially equivalent functionality; or (c) if neither is commercially reasonable, terminate the affected Transaction Document and refund prepaid, unused Fees. This Article 64 states Aciano's entire liability, and Customer's sole remedy, for intellectual property infringement claims.
Customer shall defend and indemnify Aciano against any third-party claim arising from: (a) Customer Data, or Customer's use of a Product or Service, in violation of the Acceptable Use Policy or Applicable Law; (b) Customer's breach of Article 42.2 (Customer Data license) or its data protection obligations under Schedule 6; or (c) a Customer-supplied specification, design, or instruction that Aciano implements at Customer's direction, to the extent the claim arises from that specification, design, or instruction rather than from Aciano's independent implementation choices, subject to the procedure in Article 64.1 (applied mutatis mutandis).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OR CORRUPTION OF DATA (SUBJECT TO SECTION 66.5), OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE, IN EACH CASE HOWEVER ARISING AND REGARDLESS OF THE THEORY OF LIABILITY.
Subject to Section 66.4, Aciano's aggregate liability to Customer arising out of or in connection with a Transaction Document, however arising and regardless of the theory of liability — including liability arising under Article 47 (Confidentiality) or Article 64 (Intellectual Property Indemnity) — shall not exceed the total Fees paid or payable by Customer under that Transaction Document in the twelve (12) months immediately preceding the event giving rise to the claim (or, for a Transaction Document in effect less than twelve months, the total Fees paid or payable to date), with no enhancement or multiplier applicable to any category of claim. Where multiple Transaction Documents are in effect, this cap applies separately to each Transaction Document unless the relevant Transaction Document expressly states an aggregate cap across documents.
Notwithstanding Section 66.2, and to reflect the materially greater harm such breaches pose to Aciano, Customer's aggregate liability to Aciano for claims arising under Article 47 (Confidentiality), Article 44.2 or Article 58 (unauthorized or out-of-scope use of a Product or AI Product, or breach of the Acceptable Use Policy), Article 65 (Customer Indemnity), or Article 75 (Non-Solicitation) shall not exceed two (2) times the cap calculated under Section 66.2. For the avoidance of doubt, this enhancement applies only to Customer's liability to Aciano and does not increase, and shall not be construed to increase, Aciano's own liability to Customer under Section 66.2.
Nothing in the Agreement excludes or limits either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited under Applicable Law; or (d) Customer's payment obligations for undisputed Fees.
Aciano's liability for loss or corruption of Customer Data caused by Aciano's breach of its obligations is limited to the cost of restoring the affected data from the most recent available backup maintained in accordance with the applicable Schedule or Security Schedule, subject always to the aggregate cap in Section 66.2.
Each Party acknowledges that the limitations in this Article 66 are a fundamental basis of the bargain between the Parties, that Fees have been set in reliance on these limitations, and that these limitations apply notwithstanding the failure of essential purpose of any limited remedy.
Aciano does not maintain a standing, generally applicable insurance program under these Core Terms. Aciano has no obligation to maintain any insurance policy in connection with a Transaction Document unless, and solely to the extent, expressly agreed in that Transaction Document or in a separate written commercial agreement between the Parties.
Where a Customer requires evidence of insurance as a condition of an engagement, the types and minimum limits of any such coverage, and the associated cost implications, if any, shall be negotiated and recorded in the applicable Transaction Document.
Each Party shall comply with applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, and shall not offer, give, request, or accept any bribe, kickback, or improper advantage in connection with the Agreement.
Each Party represents that it is not, and is not owned or controlled by, a person or entity that is the target of applicable trade Sanctions, and shall not use a Product or Service in violation of applicable export control or sanctions law, including in connection with any embargoed jurisdiction or restricted end use.
Aciano may suspend performance immediately, without liability, where required to comply with Sanctions or export control law.
Each Party shall comply with applicable anti-money laundering laws and shall cooperate with reasonable know-your-customer and due diligence requests connected with such compliance.
Each Party warrants that it does not use forced, bonded, or child labour and complies with applicable modern slavery and human trafficking legislation in its operations and supply chain.
Neither Party is liable for any failure or delay in performance (other than a payment obligation) caused by circumstances beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic or pandemic, governmental action, labour dispute not caused by the affected Party, internet or telecommunications failure, or failure of a Third-Party Materials provider (a “Force Majeure Event”), provided the affected Party promptly notifies the other and uses reasonable efforts to mitigate the impact.
If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected Transaction Document on written notice without further liability, save for Fees accrued to the date of termination.
Aciano may use Affiliates and third-party subcontractors to perform Services, provided Aciano remains responsible for such subcontractors' performance as if performed by Aciano directly.
Any subcontractor with access to Customer Data or Confidential Information is bound by obligations no less protective than Article 47 (Confidentiality) and Part X (Data Protection and Security).
Where Services are supplied on a resource augmentation or dedicated team basis, assigned personnel remain Aciano's employees or contractors (and not Customer's), and Aciano retains sole responsibility for their supervision, compensation, benefits, and statutory obligations, subject to the day-to-day direction arrangements set out in Schedule 2.
Customer may provide day-to-day task direction to assigned personnel consistent with the agreed scope, but shall not exercise the degree of control that would give rise to an employment or co-employment relationship between Customer and such personnel.
During the term of a Transaction Document and for twelve (12) months thereafter, Customer shall not directly or indirectly solicit for employment, engage, or hire any Aciano personnel who were materially involved in delivering the relevant Services, whether such solicitation is targeted or occurs through a general public job advertisement, recruitment campaign, or third-party recruiter, and irrespective of whether the relevant personnel initiated contact with Customer.
Breach of Section 75.1 entitles Aciano to a placement fee equal to 100% of the relevant individual's annual gross compensation (calculated as at the date solicitation began or, if unknown, the date the individual ceased to provide Services to Customer), as a genuine pre-estimate of Aciano's replacement, recruitment, and training costs, without prejudice to any other remedy.
Subject to Section 76.3 and any Regional Addendum, the Agreement (and any non-contractual obligations arising out of or in connection with it) is governed by the laws applicable to the Contracting Entity identified in the relevant Transaction Document, as follows:
| Contracting Entity | Governing Law | Dispute Forum / Seat |
|---|---|---|
| Aciano Technologies LLC (Chicago, IL, USA) | Laws of the State of Illinois, USA | Arbitration administered by the AAA-ICDR, seated in Chicago, Illinois |
| Aciano Technologies LLC-FZ (Dubai, UAE) | Laws applicable in the Dubai International Financial Centre (DIFC), UAE | Arbitration administered by the DIFC-LCIA (or its successor), seated in Dubai, UAE |
| Aciano Technologies (Karachi, Pakistan) | Laws of the Islamic Republic of Pakistan | Arbitration under the Arbitration Act, 1940 (or successor legislation) / applicable rules, seated in Karachi, Pakistan |
Where a Transaction Document does not identify a Contracting Entity, and consistent with Article 6.3, the Agreement is governed by the laws of the Islamic Republic of Pakistan, with disputes subject to arbitration seated in Karachi, Pakistan, as the default governing law and forum.
Where a Regional Addendum specifies a different governing law or dispute resolution forum for a particular Customer jurisdiction (for example, to satisfy a mandatory local law requirement), that Regional Addendum prevails over this Article 76 in accordance with Article 4.2.
Before initiating formal dispute resolution, the Parties shall attempt in good faith to resolve any dispute through escalation to each Party's senior management within fifteen (15) Business Days of a written escalation notice.
Any dispute not resolved under Section 77.1 within thirty (30) days shall be finally resolved by arbitration in accordance with Article 76, conducted in the English language. Judgment on the award may be entered in any court of competent jurisdiction.
Nothing in this Article 77 prevents either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction, including to protect Confidential Information or intellectual property rights.
Notices under the Agreement must be in writing and delivered by email (with confirmation of receipt for legal notices such as termination or indemnity claims sent additionally by courier or registered post) to the addresses specified in the relevant Transaction Document or, for Aciano, to the registered address of the applicable Contracting Entity or such other address as Aciano designates in writing.
The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
Neither Party shall issue a press release naming the other without prior written consent. Aciano may identify Customer by name and logo in a general customer list or portfolio (without disclosing Confidential Information or specific deal terms) unless Customer opts out in writing.
Unless and until the Parties enter into a separate written white-label agreement in accordance with this Section 79.3, Aciano retains the right to reasonable attribution (which may include a “powered by” or equivalent notice, in a form and placement determined by Aciano acting reasonably) on or in connection with a Product or Deliverable, and Customer shall not remove, obscure, or suppress such attribution. Customer may obtain a white-label arrangement removing such attribution only under a separate written agreement, subject to an additional fee of not less than twenty-five percent (25%) of the Fees otherwise payable for the affected Product or Deliverable, or such other amount as Aciano determines is reasonable in the circumstances of the specific Customer and engagement.
If any provision of the Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, and the remainder of the Agreement continues in full force and effect.
Neither Party may assign or transfer the Agreement without the other's prior written consent, not to be unreasonably withheld.
Either Party may assign the Agreement without consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets relating to the Agreement, provided the assignee agrees in writing to be bound by the Agreement and, where Aciano is the assigning Party, the assignee is reasonably capable of performing Aciano's obligations.
The Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral, regarding that subject matter, save for any separate non-disclosure agreement between the Parties, which continues in effect to the extent it provides greater protection than Article 47.
Except as set out in Section 83.2, no amendment to the Agreement is effective unless made in writing and signed or electronically accepted by Authorized Representatives of both Parties.
Aciano may update a Policy from time to time to reflect operational, security, legal, or regulatory developments. Aciano shall provide Customer with at least thirty (7) days' prior notice (by email or in-product notice) of any update that materially reduces Customer's rights or materially increases Customer's obligations under a Policy, other than an update required on shorter notice to address an imminent security risk or to comply with Applicable Law, in which case Aciano shall provide notice as soon as reasonably practicable.
Aciano shall not, through a Policy update, reduce the data protection or security commitments applicable to Customer Data below the level contracted for in the applicable Schedule and Data Processing Addendum as at the date of the relevant Transaction Document, without Customer's written consent.
Continued use of the affected Product or Service following the effective date of an update constitutes acceptance of that update; where Customer reasonably objects in writing to a material adverse update within the notice period, the Parties shall discuss in good faith, and Customer may, as its sole remedy, terminate the affected Transaction Document on written notice with a pro-rata refund of prepaid, unused Fees if agreement is not reached.
Article 1 (Definitions), Part VI (Fees, to the extent of amounts accrued), Article 47 (Confidentiality), Part X (Data Protection, to the extent data is retained), Part VIII (Intellectual Property), Article 63 (Disclaimer), Articles 64–65 (Indemnification), Article 66 (Limitation of Liability), Article 40 (Effect of Termination and Data Export), Part XIII (Compliance), Part XV (Dispute Resolution), Article 75 (Non-Solicitation), and this Part XVI survive expiry or termination of the Agreement.
The Agreement may be executed in counterparts, including by electronic or digital signature, each of which is deemed an original, and all of which together constitute one instrument.
Each Schedule below applies to a Customer only to the extent the corresponding Product or Service is engaged under a Transaction Document, in accordance with Article 5. Several Schedules are marked for population with commercial detail as Aciano's commercial and technical teams finalize those parameters.
Customer engages Aciano for defined-scope Services under an accepted Proposal or Statement of Work.
Services are performed in accordance with the scope, deliverables, milestones, and Acceptance Criteria set out in the applicable SOW, and the Delivery Framework in Part V of the Core Terms.
Where Services are charged on a time-and-materials basis, rates are as set out in the SOW or Aciano's then-current rate card. Fixed-price estimates in a Proposal are based on the assumptions stated therein.
In accordance with Article 67 of the Core Terms, Aciano has no standing obligation to maintain insurance in connection with a Professional Services engagement under this Schedule. This Section 3 applies only where, and to the extent, insurance requirements are expressly agreed in the applicable Statement of Work.
Customer engages Aciano for ongoing managed services, dedicated development teams, or staff augmentation.
The applicable Transaction Document specifies whether Services are delivered on a dedicated-team, shared-team, or fully managed-service basis, including team composition, seniority mix, and reporting lines.
Aciano shall use reasonable efforts to provide continuity of assigned personnel and, where reasonably practicable, provide advance notice of planned personnel changes, using reasonable efforts to minimize disruption through knowledge transfer.
Where a managed service is subject to defined service levels, those service levels and associated remedies are set out in Schedule 7 or the applicable Transaction Document.
Customer licenses a proprietary or third-party on-premise or perpetually/term-licensed software Product.
Subject to Article 44 of the Core Terms and payment of applicable Fees, Aciano grants Customer a non-exclusive, non-transferable license to install and use the licensed Product, up to the scope specified in the Order Form, solely for Customer's internal business purposes.
Customer shall not exceed the licensed scope without Aciano's consent and payment of applicable additional Fees. Aciano may, on reasonable prior notice and no more than once per year absent reasonable grounds to suspect non-compliance, request a self-certified usage report or a license compliance review conducted in a manner that minimizes disruption.
Where Customer has purchased maintenance/support, Aciano shall make available updates, patches, and technical support in accordance with the support terms specified in the Order Form or a separate Maintenance Schedule.
Customer subscribes to a cloud-hosted, as-a-service Product.
Aciano grants Customer a non-exclusive, non-transferable right to access and use the Subscription Product during the subscription term, for the purchased scope, solely for Customer's internal business purposes and subject to the Acceptable Use Policy.
Aciano shall use commercially reasonable efforts to make the Subscription Product available in accordance with Schedule 7, subject to scheduled maintenance and Force Majeure Events.
Where the Subscription Product is accessed via API or SDK, Customer shall comply with documented rate limits and authentication requirements, and Aciano shall provide reasonable advance notice of breaking API changes.
Customer uses an AI Product, standalone or embedded in another Product.
This Schedule supplements Part XI of the Core Terms. Product-specific limitations and supported use cases are set out in the applicable Order Form or Documentation.
Where an AI Product is built on a third-party foundation model, that provider's acceptable use policy applies in addition to Aciano's Acceptable Use Policy and is made available to Customer on request.
Aciano processes Personal Data on behalf of Customer as processor/service provider.
Aciano shall process Personal Data only on Customer's documented instructions, including with regard to international transfers, unless required to do otherwise by Applicable Law, in which case Aciano shall, where legally permitted, inform Customer of that legal requirement before processing.
Aciano shall ensure personnel authorized to process Personal Data are subject to confidentiality obligations and shall implement the technical and organizational measures set out in Schedule 9 (Security Schedule).
Customer provides general authorization for Aciano to engage sub-processors, provided Aciano (a) maintains an up-to-date list of sub-processors available on request, (b) imposes data protection obligations on each sub-processor no less protective than this Schedule, and (c) provides at least fifteen (15) days' notice of an intended new sub-processor, during which Customer may object on reasonable data protection grounds, in which case the Parties shall discuss in good faith a resolution, failing which Customer may terminate the affected Product or Service without penalty as its sole remedy.
Aciano shall provide reasonable assistance to Customer, at Customer's reasonable cost for material assistance, in responding to data subject rights requests and consultations with supervisory authorities, to the extent required by Applicable Law and reasonably related to Aciano's processing activities.
Aciano shall notify Customer in accordance with Article 54 of the Core Terms following a Personal Data breach affecting Customer Data, and shall provide reasonably available information to assist Customer in meeting its own notification obligations.
Where processing involves a transfer of Personal Data outside the jurisdiction in which it was collected, the Parties shall rely on an appropriate transfer mechanism recognized under applicable data protection law, which may include Standard Contractual Clauses, an adequacy decision, or another lawful mechanism, the terms of which are incorporated by reference into this Schedule.
On expiry or termination of the relevant Transaction Document, Aciano shall, at Customer's election made in accordance with Article 40.2 of the Core Terms, delete or return Personal Data, save where retention is required by Applicable Law.
Aciano shall maintain records of its processing activities to the extent required by Applicable Law and shall make such records available to Customer or the competent supervisory authority where legally required to do so.
A Subscription Product or Managed Service for which specific service levels have been purchased.
Aciano shall use commercially reasonable efforts to achieve the availability target specified in the applicable Order Form, excluding Scheduled Maintenance and Excused Downtime.
“Excused Downtime” includes unavailability caused by Force Majeure Events, Customer's or a third party's equipment or network not within Aciano's control, Customer's breach of the Acceptable Use Policy, and Scheduled Maintenance for which reasonable advance notice was given.
Where Aciano fails to meet the applicable availability target in a given calendar month, Customer's sole and exclusive remedy is a service credit calculated in accordance with the table set out in the applicable Order Form, claimed by written request within thirty (30) days of the end of the affected month, and applied against future Fees.
All Customers, in respect of any use of a Product or Service.
Customer shall not use a Product or Service to violate Applicable Law; infringe third-party rights; transmit malicious code or attempt unauthorized access; conduct unauthorized security testing; resell or sublicense access except as permitted under a Reseller Schedule adopted under Article 5.3; generate content prohibited under Article 58.1; or interfere with the integrity of a Product, Service, or Aciano's infrastructure.
Aciano may investigate suspected violations and take action in accordance with Article 37 (Suspension) of the Core Terms.
All Products and Services involving the processing or storage of Customer Data.
Aciano shall maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, appropriate to the nature and sensitivity of the Customer Data and the Product or Service concerned.
Aciano shall implement role-based access controls, encryption of Customer Data in transit and, where technically appropriate, at rest, and logging and monitoring of access to production systems.
Aciano is not obligated to submit to, participate in, or facilitate any on-site audit, penetration test, or third-party security assessment initiated or commissioned by Customer or a Customer-appointed auditor. On written request no more than once per year, and absent a substantiated security incident directly and materially affecting Customer Data, Aciano may, at its sole discretion, provide a written summary of its security practices reasonably sufficient to address Customer's due diligence enquiries. Customer's remedies in connection with a security concern arising under this Schedule are limited to those expressly available under Article 66 (Limitation of Liability) and, where applicable, Article 38 (Termination for Cause), and Customer shall not be entitled to withhold payment, suspend its own obligations, or claim a separate audit-based remedy on account of Aciano's exercise of its discretion under this Section 3.
A Customer located in a jurisdiction requiring local law, tax, or regulatory overlays not fully addressed by the Core Terms.
A Regional Addendum addresses local mandatory contract terms, data residency requirements, local tax mechanics, and, where applicable, local governing law or dispute resolution requirements that cannot be displaced by contract, and takes precedence over the Core Terms and any Schedule to the extent of a direct conflict on the same subject matter, in accordance with Article 4.2. The addenda in Sections 2 through 7 below apply automatically to a Customer located, or with a place of business, in the relevant jurisdiction, without requiring a separate signed document, save where the applicable Transaction Document expressly displaces a specific provision.
Fees are exclusive of UAE value added tax (“VAT”). Where Aciano Technologies LLC-FZ is the Contracting Entity, VAT is charged at the rate prescribed under UAE Federal Decree-Law No. 8 of 2017 and its implementing regulations, unless a reverse-charge or zero-rating provision applies to the relevant supply, in which case Customer shall self-account for VAT to the extent required by law.
Where Customer Data includes Personal Data of individuals located in the UAE, the Parties shall additionally comply with UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and, where the Contracting Entity or the relevant processing activity is established in or subject to the Dubai International Financial Centre, the DIFC Data Protection Law No. 5 of 2020, in each case as amended from time to time.
Where Aciano Technologies LLC-FZ is the Contracting Entity, Article 76 of the Core Terms applies without modification (DIFC law; DIFC-LCIA arbitration seated in Dubai).
Fees are exclusive of KSA value added tax, currently levied at 15% under the KSA VAT Law and its implementing regulations. Where Aciano is required to issue tax invoices through the Zakat, Tax and Customs Authority's e-invoicing (“Fatoora”) system, Customer shall provide the information reasonably necessary to enable Aciano to comply.
Where Customer Data includes Personal Data of individuals located in the Kingdom of Saudi Arabia, the Parties shall additionally comply with the KSA Personal Data Protection Law and its implementing regulations issued by the Saudi Data and Artificial Intelligence Authority, including applicable restrictions on the cross-border transfer of Personal Data out of the Kingdom.
Where the nature or duration of a Services engagement requires Aciano to hold a local commercial registration, temporary permit, or engage a locally licensed partner in order to lawfully perform in the Kingdom, the Parties shall cooperate in good faith to put in place the necessary arrangements, and any associated cost shall be addressed in the applicable Transaction Document.
Fees are exclusive of applicable Pakistani sales tax on services (levied by the relevant provincial revenue authority, including the Sindh Revenue Board where services are rendered from Karachi) and any applicable federal withholding tax under the Income Tax Ordinance, 2001, addressed further under Article 34 of the Core Terms.
As at the Effective Date, Pakistan does not have a comprehensive enacted data protection statute of general application. Aciano shall nonetheless apply the safeguards set out in Schedule 6 (Data Processing Addendum) and Schedule 9 (Security Schedule) to Customer Data processed from Pakistan, and shall comply with any Pakistani data protection legislation of general application from the date such legislation comes into force.
Cross-border payments to or from the Karachi Contracting Entity remain subject to the prevailing regulations of the State Bank of Pakistan, and each Party shall provide such documentation as the other reasonably requires to complete the relevant banking formalities.
Where Aciano Technologies (Karachi) is the Contracting Entity, or where no Contracting Entity is identified in the Transaction Document, Article 76 of the Core Terms applies without modification (Pakistan law; arbitration seated in Karachi).
Fees are exclusive of UK value added tax, charged at the applicable rate where the supply is treated as made in the United Kingdom, subject to the reverse-charge mechanism for qualifying cross-border business-to-business supplies.
Where Customer Data includes Personal Data of individuals located in the United Kingdom, the Parties shall additionally comply with the UK GDPR and the Data Protection Act 2018, and any transfer of such Personal Data outside the United Kingdom shall be made on the basis of the UK International Data Transfer Addendum or another transfer mechanism recognized under UK data protection law.
For a Customer located in the United Kingdom, the Parties may elect in the applicable Transaction Document to apply the laws of England and Wales, with disputes subject to the exclusive jurisdiction of the courts of England and Wales or arbitration administered by the LCIA seated in London, in place of the default position in Article 76 of the Core Terms.
Fees are exclusive of any applicable U.S. state or local sales, use, or similar transaction tax. Where Aciano Technologies LLC has nexus requiring the collection of such tax in a given state, Aciano shall collect and remit such tax unless Customer provides a valid resale or exemption certificate.
Where Customer Data includes personal information of residents of a U.S. state with an applicable comprehensive privacy statute (including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and equivalent legislation in other states), the Parties shall comply with the obligations such legislation imposes on service providers/processors in respect of that personal information.
Customer shall comply with the U.S. Export Administration Regulations and, where applicable, the International Traffic in Arms Regulations, in connection with its use of a Product or Service.
Where Aciano Technologies LLC is the Contracting Entity, Article 76 of the Core Terms applies without modification (Illinois law; AAA-ICDR arbitration seated in Chicago).
Fees are exclusive of applicable Canadian federal Goods and Services Tax / Harmonized Sales Tax and provincial sales tax. Where Aciano is required to register for and collect such tax under Applicable Law, Aciano shall do so and Customer shall pay the tax so collected.
Where Customer Data includes personal information of individuals located in Canada, the Parties shall additionally comply with the Personal Information Protection and Electronic Documents Act and, where applicable, provincial private-sector privacy legislation (including Quebec's Act Respecting the Protection of Personal Information in the Private Sector, as amended by Law 25).
As at the Effective Date, no Aciano Contracting Entity is established in Canada; accordingly, absent a Canadian Contracting Entity being identified in a Transaction Document, Article 76 of the Core Terms applies (with Pakistan as the applicable default under Article 76.2), unless the Parties expressly agree in the Transaction Document to apply the laws of a named Canadian province and a corresponding dispute resolution forum seated in that province.
