Master Services Agreement (MSA)

This Agreement is entered into between Exenai Limited, a company incorporated in England and Wales (Company No. 14571809) whose registered address is 85 Great Portland Street, London, W1W 7LT, United Kingdom ("Exenai"), and the entity identified in the applicable Order Form that purchases Services from Exenai (the "Customer").

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This Agreement governs all purchases by the Customer from Exenai and sets out the terms and conditions under which Exenai will provide access to its Services. This Agreement incorporates the applicable Order Form, any Special Terms, this Master Services Agreement, and all referenced policies.

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1. Definitions

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1.1 Capitalised terms used in this Agreement shall have the meanings set out below:

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Affiliate means any legal entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the equity or voting interests of the entity.

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Agreement means this Exenai Master Services Agreement, together with the Schedules, Order Form, Special Terms, Statements of Work, and all other referenced documents.

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AUP means the Acceptable Use Policy published by Exenai, as amended from time to time.

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Candidate Experience Platform means Exenai's proprietary SaaS platform hosted on Azure, which processes candidate records and integrates with the Customer's CRM or ATS.

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Combined Product means a software and services solution developed by Exenai that incorporates Toca Products under licence and is hosted and operated by Exenai exclusively for the Customer’s use.

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Community Users means individuals such as candidates or client users who are authorised by the Customer to access specific Exenai services but are not Customer Users.

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Confidential Information means all business, technical, financial or commercial information disclosed by one party to the other which is marked as confidential or which ought reasonably to be understood as confidential.

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Customer Data means any data or content inputted into the Exenai Platform by or on behalf of the Customer, including by its Users, as well as any derived data or metadata.

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Customer Material means any proprietary information, tools, templates, systems, or processes provided by the Customer for use in the provision of the Services.

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Deliverable means a specific item or output to be provided to the Customer as part of the Professional Services, as defined in the applicable Order Form or Statement of Work.

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Documentation means the technical and user documentation provided by Exenai related to the Services.

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Effective Date means the date the Agreement becomes effective in accordance with clause 2.5.

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Exenai Platform means the hosted software platform and underlying infrastructure operated by Exenai, including automation services, Candidate Experience Platform, integrations, and related applications.

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Fees means the charges payable by the Customer to Exenai as described in the Order Form or Statement of Work.

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Order Form means the document signed by both parties specifying the Services, Products, Fees, and any Special Terms.

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Privacy Policy means the Exenai Privacy & Data Policy (including the incorporated Data Processing Addendum), as amended from time to time.

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Products means the various modules or components of the Exenai Platform licensed to the Customer, as listed in the Order Form and described in the Documentation.

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Professional Services means consulting, integration, implementation, development, or other services provided by Exenai in accordance with the applicable Order Form or Statement of Work.

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Recognised Holidays means the national public holidays identified in Exenai’s published holiday calendar.

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Schedule means a schedule appended to or incorporated by reference in this Agreement.

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Services means the Exenai Platform, Products, Support Services, Professional Services, and any associated Deliverables.

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Software means any online applications provided by Exenai as part of the Services.

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Special Terms means terms specified as such in the Order Form or otherwise agreed in writing by the parties.

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Start Date means the date upon which the Services are made available to the Customer, as specified in the Order Form.

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Statement of Work means a document executed by the parties describing the scope, deliverables, timeline and pricing for specific Professional Services.

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Support Hours means 09:00–18:00 Monday to Friday UK time, excluding Recognised Holidays.

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Support Services means the support services defined in Schedule 1.

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Support Policy means Exenai’s published support policy, as amended from time to time.

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Term means the initial term of the Agreement and any renewal period as described in clause 13.

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Toca Products means the software tools, SDKs, APIs and related components licensed by Tocalabs Limited and used by Exenai as part of the Combined Products.

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User means any individual authorised by the Customer to access the Services, including Customer Users and Community Users.

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User Licence means a licence purchased by the Customer granting a User access to the Services, as specified in the Order Form.

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Virus means any malicious code or software which is intended to disrupt, damage, or gain unauthorised access to systems, software, or data.

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1.2 The words "including", "includes" and similar expressions shall be interpreted without limitation.

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1.3 Words in the singular include the plural and vice versa. References to one gender include all genders.

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1.4 References to statutes or legislation shall include all amendments and re-enactments thereof.

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2. Basis of Agreement

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2.1 Subject to clause 2.2, any contract formed between Exenai and the Customer shall be on the terms of this Agreement to the exclusion of all other terms and conditions (including any terms the Customer purports to apply under any purchase order, confirmation, or other documentation).

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2.2 Any variation to this Agreement shall have no effect unless agreed in writing and signed by authorised representatives of both parties.

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2.3 The receipt by the Customer of an Order Form completed by Exenai that references this Agreement shall not constitute an offer but an invitation to treat.

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2.4 The signature of an Order Form (whether manually or electronically) by the Customer shall constitute an offer to purchase the Services described therein on the terms of this Agreement.

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2.5 No order shall be deemed accepted by Exenai until Exenai has countersigned the Order Form or has commenced the provision of Services. The date of such acceptance shall be the "Effective Date".

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2.6 If there is a conflict or inconsistency between the documents forming the Agreement, they shall be interpreted in the following order of precedence:

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• (a) The terms specified in the Order Form;

• (b) Any Special Terms or Statement of Work appended to or referenced in the Order Form;

• (c) The terms of this Master Services Agreement;

• (d) The applicable Privacy & Data Policy and Acceptable Use Policy can be found at https://www.exenai.com/privacy and https://www.exenai.com/aup and Schedule 1, Support Services herein.
   

3. User Licences

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3.1 Subject to the Customer purchasing the appropriate number and type of User Licences and paying the applicable Fees, Exenai grants the Customer a non-exclusive, non-transferable right during the Term to:

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• access and use the Exenai Platform for its internal business operations;

• permit its authorised Users to access and use the Services as set out in the Order Form.
   

3.2 User Licences are personal to each authorised User and may not be shared. A User Licence may be reassigned in its entirety to another individual only when the original User no longer requires access to the Services. Reassignment of a User Licence is limited to a maximum of four times per calendar month unless otherwise agreed in writing.

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3.3 The Customer shall:

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• ensure that all Users keep secure and confidential their access credentials;

• maintain an up-to-date list of current Users and provide such list to Exenai upon request;

• notify Exenai promptly of any unauthorised use of a User Licence or access credentials.
   

3.4 The Customer shall ensure that all Users agree to, and comply with, the Exenai User Notice and Acceptable Use Policy before accessing the Services.

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3.5 The Customer shall be liable for:
 

• all acts and omissions of its Users as if such acts and omissions were its own;

• any use of the Services in breach of this Agreement or the AUP.
   

3.6 If Exenai reasonably determines that the Customer is in breach of clause 3 or the AUP, it may suspend access to the affected Services until the issue is resolved. Suspension shall not affect the Customer’s obligation to pay Fees during the suspension period.

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3.7 Exenai shall not be liable for any loss or damage arising from unauthorised access caused by the Customer’s failure to comply with this section.

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4. Exenai Platform and Support Services

4.1 Exenai shall make the Exenai Platform and Documentation available to the Customer during the Term, subject to the terms of this Agreement.

4.2 Exenai may make operational changes to the Services from time to time, provided such changes do not materially reduce the functionality of the Services.

4.3 The specific Products and services licensed by the Customer are detailed in the Order Form. These may include automation services, platform integrations, or the Candidate Experience Platform.

4.4 Exenai shall use reasonable efforts to make the Exenai Platform available 99.95% of the time, excluding:

 

• Scheduled maintenance (outside core hours where possible);

• Emergency maintenance;

• Downtime caused by the Customer, internet providers, or force majeure.
   

4.5 Support Services are provided in accordance with Schedule 1. Exenai may update the Support Policy at its discretion.

4.6 The Customer and its Users may only use the Services as described in this Agreement, and in line with the AUP.

4.7 Exenai may suspend Services if the Customer breaches the Agreement or if required for system security or legal compliance. Notice will be provided unless prohibited by law.

4.8 Community User Access

 

• Community Users (such as candidates or client contacts) may be granted access as described in the Order Form.

• Community Users access only the relevant features and content made available by the Customer.

• The Customer remains responsible for managing and controlling Community User access and for providing appropriate privacy notices and instructions.

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5. Professional Services

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5.1 Where specified in an Order Form, Exenai shall provide Professional Services to the Customer, which may include implementation, configuration, automation, development, customisation, advisory, or integration services.

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5.2 Unless otherwise specified in the Order Form, the scope, deliverables, milestones, dependencies, and Fees for Professional Services shall be set out in a mutually agreed and signed Statement of Work. Each Statement of Work shall be subject to and incorporated into this Agreement.

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5.3 Each Statement of Work shall identify, where applicable:

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• the objectives and scope of the Professional Services;

• the roles and responsibilities of each party;

• timelines and estimated delivery schedules;

• acceptance criteria, if any, for Deliverables;

• any Customer obligations or dependencies.
   

5.4 Exenai shall use reasonable skill and care in performing the Professional Services and delivering the Deliverables, and shall endeavour to meet any agreed timescales or milestones. All dates provided in a Statement of Work are estimates unless expressly stated to be binding.

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5.5 Unless otherwise agreed in writing:

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• Professional Services provided on a time and materials basis shall be invoiced at the applicable daily or hourly rates set out in the Order Form or Statement of Work;

• The Customer shall reimburse Exenai for reasonable, pre-approved travel, accommodation and out-of-pocket expenses incurred in connection with the delivery of Professional Services.
   

5.6 Subject to clause 6, all intellectual property rights in Deliverables shall remain vested in Exenai, and the Customer shall receive a limited, non-exclusive licence to use such Deliverables solely for its internal business operations and in connection with the Services during the Term.

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6. Exenai Property and Intellectual Property Rights

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6.1 As between the parties, Exenai retains all right, title and interest, including without limitation all intellectual property rights, in and to:

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• the Exenai Platform and the Software (in both object and source code form);

• the Documentation;

• any Deliverables produced by Exenai as part of the Professional Services;

• any improvements, customisations, configurations or derivative works of any of the foregoing (collectively, "Exenai Property").
   

6.2 The Customer shall not acquire any rights in Exenai Property except as expressly set out in this Agreement or as may be provided under a licence accompanying any Deliverables.

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6.3 The Customer shall not:
 

• copy, frame, mirror, modify, or create derivative works of the Exenai Platform or Software;

• reverse engineer, disassemble or otherwise attempt to access the source code;

• use the Services or Deliverables to build a competing product or service;

• commercially exploit or resell the Services or Documentation, except as expressly permitted in writing.
   

6.4 Exenai shall defend the Customer against any claim that the Services infringe a third party's intellectual property rights in the UK, EU, or USA, and shall indemnify the Customer for damages and legal costs finally awarded, provided that:
 

• the Customer gives Exenai prompt notice of any such claim;

• the Customer provides reasonable cooperation at Exenai’s expense;

• Exenai has sole control over the defence and settlement.
   

6.5 If the Services or Deliverables are found or likely to infringe third-party rights, Exenai may:
 

• obtain a licence to allow continued use;

• replace or modify the Services to avoid infringement; or

• terminate the affected Services with 30 days' notice and refund prepaid fees for the unused portion.
   

6.6 The indemnity in clause 6.4 shall not apply to:
 

• modifications made by anyone other than Exenai;

• use not in accordance with this Agreement;

• continued use after Exenai has advised discontinuation due to infringement risk.
   

6.7 This section states the Customer's sole and exclusive remedy for any alleged or actual infringement of intellectual property rights by Exenai.
 

6.8 Insurance: Exenai confirms that it maintains valid insurance coverage including:
 

• Professional indemnity insurance of not less than £1,000,000 in the aggregate;

• Public liability insurance of not less than £2,000,000 per claim;

• Employers’ liability insurance of not less than £10,000,000 per claim.
   

Evidence of insurance shall be provided to the Customer upon written request.
 

7. Customer Data and Data Processing
 

7.1 The Customer retains ownership of all right, title, and interest in and to Customer Data. The Customer is solely responsible for the accuracy, quality, and legality of Customer Data and the means by which it is acquired and used.

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7.2 The Customer grants Exenai and its subcontractors a limited, non-exclusive, non-transferable right to host, process, transmit, and otherwise use Customer Data as necessary to provide the Services.
 

7.3 The Customer represents and warrants that it has all necessary rights and consents to provide Customer Data to Exenai and to permit the processing of such data in accordance with this Agreement.
 

7.4 Exenai shall implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing, and against accidental loss, destruction or damage, as described in the Privacy Policy and any applicable Data Processing Addendum.
 

7.5 Where Exenai processes personal data on behalf of the Customer, it shall:
 

• act only on documented instructions from the Customer;

• ensure that persons authorised to process personal data are under appropriate obligations of confidentiality;

• assist the Customer in responding to data subject rights and complying with legal obligations under applicable data protection laws;

• make available information necessary to demonstrate compliance and allow for audits (subject to reasonable notice and safeguards);

• upon termination of the Agreement, delete or return Customer personal data, except where retention is required by law.
   

7.6 The Customer acknowledges and agrees that:

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• Exenai may transfer and store Customer Data in secure data centres located within the European Union and, where required, in third countries subject to appropriate safeguards;

• Exenai may use subprocessors in accordance with its Privacy & Data Policy, and shall remain responsible for their compliance with applicable data protection obligations.
   

7.7 The Customer shall:
 

• ensure that it has obtained all necessary consents and notices required by applicable data protection laws for the use and processing of personal data, including in relation to Community Users;

• provide Community Users with appropriate privacy information and notices;

• remain solely responsible for the legality of its use of the Services, including with respect to candidate and client data.
   

7.8 The Customer acknowledges that the Services may include insights, predictions, or AI-generated outputs derived from Customer Data. The Customer is solely responsible for any decisions made or actions taken in reliance on such outputs, and shall not use them in a manner that is discriminatory, unethical, or contrary to applicable law.

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7.9 Exenai’s detailed data protection commitments are set out in the Privacy & Data Policy, which includes the current Data Processing Addendum (DPA).

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8. Warranties

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8.1 Exenai warrants that:

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• (a) it will perform the Services and any Professional Services with reasonable care and skill;

• (b) the Software will materially conform to the functionality described in the Documentation;

• (c) the Deliverables, when delivered and used in accordance with this Agreement, will substantially comply with the specifications in the relevant Statement of Work or Order Form for a period of 90 days from the date of delivery.
   

8.2 The warranties in clause 8.1 shall not apply to the extent that:

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• (a) the Services or Deliverables are not used in accordance with this Agreement or the Documentation;

• (b) any non-conformity is caused by the Customer’s or a third party’s systems, content, or modifications;

• (c) any issue results from third-party integrations or infrastructure outside of Exenai’s control.
   

8.3 In the event of a breach of the warranties in clause 8.1, Exenai shall, at its sole option and expense:

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• (a) re-perform the affected Services;

• (b) repair or replace the affected Deliverables or Software; or

• (c) if neither (a) nor (b) is commercially feasible, refund to the Customer a portion of the Fees paid for the non-conforming Services or Deliverables, calculated pro rata for the period of non-conformity.
   

8.4 The remedies in clause 8.3 constitute the Customer’s sole and exclusive remedy, and Exenai’s entire liability, for breach of the warranties in clause 8.1.

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8.5 Except as expressly set out in this Agreement:

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• (a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded to the fullest extent permitted by applicable law;

• (b) the Services and Deliverables are provided on an "as is" and "as available" basis, and Exenai does not warrant that the use of the Services will be uninterrupted or error-free or that the Services will meet the Customer’s specific requirements.
   

9. Customer Obligations

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9.1 The Customer shall:

 

• (a) provide Exenai with all cooperation, information, and access required to enable delivery of the Services and Professional Services;

• (b) obtain and maintain all necessary licences, consents, and permissions required for Exenai and its subcontractors to perform their obligations under this Agreement;

• (c) ensure that its systems, infrastructure, and internet connectivity meet the minimum requirements specified by Exenai;

• (d) comply with all applicable laws and regulations in connection with its use of the Services, including data protection and employment laws;

• (e) ensure that its use of the Services and the Exenai Platform, including through its Users, complies with the AUP and any limitations set out in the Order Form or Documentation.

9.2 The Customer shall:

 

• (a) be solely responsible for the use of the Services and any outputs generated, including AI-generated insights;

• (b) not use the Services in any way that may infringe the rights of third parties or expose Exenai to liability;

• (c) provide accurate and complete information to Exenai as reasonably requested;

• (d) be responsible for procuring and maintaining any required third-party software or licences not provided by Exenai.

9.3 Where the Services provide access for Community Users (such as candidates or client representatives), the Customer shall:

 

• (a) ensure that appropriate privacy notices and legal consents are in place for the collection and processing of personal data;

• (b) remain solely responsible for the content and legality of any data entered by such users;

• (c) be liable for all activity carried out by or on behalf of such users within the Services;

• (d) notify Exenai without delay of any unauthorised access, data breach or misuse.

9.4 Exenai shall not be responsible for any delay or failure in performance caused by the Customer’s failure to comply with this clause. To the extent that Exenai’s obligations are dependent on information, access, or assistance from the Customer, such obligations shall be extended or excused as reasonably required.

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10. Fees and Payment

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10.1 Fees for the Services and Professional Services shall be set out in the applicable Order Form or Statement of Work. Unless otherwise stated:

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• (a) Fees for subscription-based access to the Exenai Platform shall be invoiced annually, quarterly, or monthly in advance;

• (b) Fees for Professional Services shall be invoiced as specified in the Order Form or upon completion of agreed milestones;

• (c) All Fees are exclusive of VAT and other applicable sales or use taxes, which shall be payable by the Customer in addition.

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10.2 Fees for additional User Licences or expanded use of the Services beyond the agreed scope shall be invoiced at Exenai’s then-current rates and are payable from the effective date of such usage.

10.3 Exenai may increase the Fees at the beginning of each renewal term by providing not less than 60 days’ prior written notice. If the Customer does not agree to the revised Fees, it may elect not to renew the Agreement in accordance with clause 13.

10.4 All invoices are payable within 14 days of the invoice date, unless otherwise specified in the Order Form. Late payments shall bear interest at a rate of 4% per annum above the Bank of England base rate, accruing daily.

10.5 If any Fees remain unpaid after the due date, Exenai may, without prejudice to its other rights:

 

• (a) suspend access to the Services until full payment is received;

• (b) terminate the Agreement with immediate effect upon 30 days’ written notice.

10.6 All payments shall be made in full without deduction or set-off and in the currency specified in the Order Form. The Customer shall be responsible for all bank charges and transfer fees.

10.7 The Customer shall reimburse Exenai for reasonable out-of-pocket expenses incurred in the provision of Professional Services, provided such expenses are pre-approved in writing by the Customer or agreed in the applicable Statement of Work.

11. Confidentiality

11.1 Each party ("Receiving Party") agrees to keep confidential and not to disclose to any third party any Confidential Information of the other party ("Disclosing Party") except as expressly permitted under this Agreement.

11.2 The Receiving Party may disclose the Disclosing Party’s Confidential Information:

 

• (a) to its employees, Affiliates, contractors, advisers, and agents who have a need to know and are bound by confidentiality obligations no less protective than those set out in this Agreement;

• (b) to the extent required by law, court order, or a regulatory authority, provided that the Receiving Party (to the extent permitted by law) gives prompt notice to the Disclosing Party and cooperates with any efforts to seek a protective order or confidential treatment.
   

11.3 The obligations in this section shall not apply to information that:

 

• (a) is or becomes publicly available through no breach of this Agreement;

• (b) is lawfully received from a third party without restriction;

• (c) is independently developed without reference to the Disclosing Party’s Confidential Information;

• (d) was lawfully in the Receiving Party’s possession prior to disclosure.

11.4 Each party shall protect the other’s Confidential Information using the same degree of care as it uses for its own confidential information, but in no event less than reasonable care.

11.5 Exenai may refer to the Customer as a client in marketing materials, including use of name and logo, unless the Customer requests otherwise in writing.

12. Limitation of Liability

12.1 Nothing in this Agreement shall limit or exclude either party’s liability for:

 

• (a) death or personal injury caused by its negligence;

• (b) fraud or fraudulent misrepresentation;

• (c) any other liability that cannot be limited or excluded by law.

12.2 Subject to clause 12.1, Exenai shall not be liable to the Customer for any:

 

• (a) loss of profits, revenue, or anticipated savings;

• (b) loss or corruption of data or software;

• (c) loss of goodwill or reputation;

• (d) business interruption or loss of use;

• (e) indirect, incidental, special or consequential loss or damage;

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable.

12.3 Subject to clause 12.1, Exenai’s total aggregate liability for all claims arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed:

 

• (a) for claims relating to the Exenai Platform, the total Fees paid by the Customer for access to the Exenai Platform in the 12 months immediately preceding the event giving rise to the claim;

• (b) for claims relating to Professional Services, the total Fees paid by the Customer for the Professional Services from which the claim arose.

12.4 The exclusions and limitations of liability in this clause 12 shall apply to the fullest extent permissible under applicable law and shall survive termination of this Agreement.

13. Term and Termination

13.1 Agreement Term: This Agreement shall commence on the Effective Date and shall continue unless and until terminated in accordance with this clause.

13.2 Subscription Term: The initial term of access to the Exenai Platform shall commence on the Start Date and continue for the duration specified in the Order Form. Thereafter, the Agreement shall continue on a rolling 30-day basis unless otherwise stated in the Order Form. Either party may terminate the Agreement by providing not less than thirty (30) days’ written notice prior to the end of the then-current term.

13.3 Termination for Convenience: Either party may terminate this Agreement or any Statement of Work for convenience by providing at least thirty (30) days' prior written notice, subject to any minimum commitment period or early termination fees agreed in the Order Form.

13.4 Termination for Cause: Either party may terminate this Agreement or any Statement of Work immediately on written notice if:

 

• (a) the other party commits a material breach of the Agreement and fails to cure it within 14 days of written notice;

• (b) the other party becomes insolvent, enters liquidation or administration, or ceases to carry on business.

13.5 Termination for Change of Control: Exenai may terminate this Agreement on written notice if the Customer undergoes a change of control and the acquiring entity is a direct competitor of Exenai.

13.6 Effects of Termination:

 

• (a) All licences granted under this Agreement shall immediately terminate;

• (b) The Customer shall cease all use of the Services and Documentation;

• (c) Exenai shall invoice the Customer for all Fees due up to the effective date of termination, which shall become payable immediately;

• (d) Each party shall return or destroy (and certify the destruction of) all Confidential Information belonging to the other party;

• (e) Exenai will retain Customer Data for 60 days following termination for the purposes of data export, after which the data will be permanently deleted unless otherwise agreed.

13.7 Clauses which by their nature are intended to survive termination shall continue in full force and effect, including clauses relating to confidentiality, liability, IP, data protection, and governing law.

14. General

14.1 Notices: Any notices required under this Agreement shall be in writing and delivered by hand, email (with delivery confirmation), or by a recognised courier service to the address specified in the Order Form. Notices shall be deemed received: (a) when delivered by hand, at the time of delivery; (b) by email, when receipt is confirmed; or (c) by courier, on the date delivery is confirmed.

14.2 Assignment: Neither party may assign, delegate, or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, or sale of substantially all of its assets.

14.3 Force Majeure: Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, government actions, labour disputes, or failure of suppliers or infrastructure.

14.4 Entire Agreement: This Agreement, including all referenced documents and Order Forms, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous communications, proposals or agreements, whether oral or written.

14.5 Waiver: No failure or delay by either party to exercise any right under this Agreement shall operate as a waiver of that right. A waiver must be in writing and signed by an authorised representative of the waiving party.

14.6 Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall remain in full force and effect.

14.7 No Third-Party Rights: Nothing in this Agreement is intended to confer any benefit on any person who is not a party to this Agreement.

14.8 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of England. The courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising under or in connection with this Agreement.