This Service Agreement (the “Agreement”) sets out the terms on which Akktia Ltd. (“Akktia”, “we”, “us”) provides services to you (“Customer”, “you”). Akktia Ltd. is a limited company incorporated in Scotland with company number SC421575 and registered office at Suite 2/3, 48 West George Street, Glasgow G2 1BP, United Kingdom.
This Agreement applies to all services we provide, whether paid or free of charge, unless and to the extent a separate written agreement between you and us provides otherwise. By engaging us to provide services, or by using services we make available to you, you agree to be bound by this Agreement. If any software we supply is included with the services, your use of that software is also governed by our Licensing Agreement.
“Services” means the services described in an applicable Statement of Work or otherwise agreed with you in writing, which may include software development, data collection, data analysis, consulting, hosting, and related support. “Statement of Work” (or “SOW”) means a written document (including email) agreed between the parties describing the Services, deliverables, fees, and timelines for a particular engagement. “Customer Data” means any data, materials, or content you provide to us, or which we collect or process on your behalf, in connection with the Services. “Deliverables” means the reports, analyses, software, or other work products we deliver to you under an SOW.
Each engagement will be described in an SOW, which forms part of this Agreement. If there is a conflict between an SOW and this Agreement, the SOW prevails for that engagement. We will perform the Services with reasonable skill and care, and will use reasonable efforts to meet any agreed timelines. Timelines are estimates unless expressly stated to be binding in the SOW.
We may engage subcontractors to assist in performing the Services. We remain responsible for the performance of our subcontractors, and their use does not change the terms of your contract with us.
Some Services require a customer account. You are responsible for keeping your account credentials confidential and for all activity under your account, and you agree to notify us promptly at contact@akktia.com of any unauthorised use. You agree that the registration information you provide is accurate and kept up to date.
Fees, payment schedules, and invoicing arrangements are set out in the applicable SOW. Unless the SOW states otherwise, invoices are payable within 30 days of the invoice date, and fees are exclusive of VAT and other applicable taxes, which will be added at the prevailing rate. We may suspend Services if undisputed invoices remain unpaid after written notice. Certain services may be provided free of charge, including to non-profit organisations or academia; free services are provided “as is” and may be modified or withdrawn at any time.
You agree to: (a) provide us with the information, materials, and access reasonably required to perform the Services; (b) ensure that you have the necessary rights and permissions to provide Customer Data to us and to have it processed as contemplated by the SOW; and (c) use the Services and Deliverables in compliance with applicable law. We are not responsible for delays or failures caused by your failure to meet these obligations.
You retain all rights in Customer Data. We claim no ownership of your data. Where we copy Customer Data to our own systems for analysis, we will delete it within six (6) months of the end of the relevant engagement unless the SOW provides otherwise or the law requires retention.
We retain all rights in our pre-existing materials, tools, methodologies, and know-how, including anything we develop that is of general application and not specific to you (“Akktia Materials”). Ownership or licensing of Deliverables is as set out in the SOW; unless the SOW states otherwise, upon full payment we grant you a non-exclusive, perpetual licence to use the Deliverables for your internal business purposes, and any Akktia Materials embedded in the Deliverables are licensed to you only as part of, and for use with, the Deliverables.
Each party will keep confidential any non-public information received from the other in connection with the Services, will use it only for the purposes of this Agreement, and will not disclose it to third parties except to employees, contractors, and advisers who need to know it and are bound by comparable obligations, or where disclosure is required by law. This clause does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known, or was independently developed.
Where we process personal data on your behalf in the course of providing the Services, each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. Where required, the parties will enter into a data processing agreement reflecting the requirements of Article 28 UK GDPR. Our processing of personal data collected through this website is described in our Privacy Policy.
We warrant that the Services will be performed with reasonable skill and care. Except as expressly set out in this Agreement or an SOW, all other warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise (including any implied warranties of merchantability, satisfactory quality, or fitness for a particular purpose), are excluded to the fullest extent permitted by law. We do not warrant that analytical results, models, or predictions will achieve any particular business outcome; decisions you make based on Deliverables remain your responsibility.
Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
Subject to the above: (a) neither party will be liable for any indirect or consequential loss, loss of profits, loss of revenue, loss of goodwill, or loss or corruption of data (except to the extent caused by our breach of clauses 8 or 9); and (b) each party’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, delict (tort), or otherwise, is limited to the total fees paid or payable by you under the relevant SOW in the twelve (12) months preceding the event giving rise to the claim, or £100 where the Services are provided free of charge.
This Agreement applies from the date you first engage or use our Services and continues until terminated. Either party may terminate an SOW or this Agreement: (a) on 30 days’ written notice, subject to payment for Services performed up to the effective date of termination; or (b) immediately on written notice if the other party materially breaches this Agreement and fails to remedy the breach within 14 days of being notified, or becomes insolvent. On termination, accrued rights and clauses 7, 8, 9, 11, and 14 survive.
Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, provided it notifies the other party and uses reasonable efforts to mitigate the effect.
Entire agreement. This Agreement, together with any SOWs and documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter. Variation. We may update this Agreement from time to time by posting the revised version at https://akktia.com/Service_Agreement.html; the version in force at the date an SOW is agreed applies to that SOW. Assignment. Neither party may assign this Agreement without the other’s consent, not to be unreasonably withheld. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect. No waiver. A failure to enforce a provision is not a waiver of it. Third parties. This Agreement does not confer rights on any third party.
This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the law of Scotland, and the parties submit to the exclusive jurisdiction of the Scottish courts. The parties will first attempt in good faith to resolve any dispute by negotiation between senior representatives before commencing proceedings.
Questions about this Agreement: legal@akktia.com.