Last updated: October 2024
1. What is the MAGIC Platform?
1.1 The Multi-Agent Generative Investment Copilots (“MAGIC“) Platform gives Users the ability to send Prompts to MAGIC Agents via the MAGIC Platform interface and receive Outputs from them, as described further here.
1.2 The MAGIC Platform is operated by Sig Technologies Limited (“SigTech“, “we,” “us,” or “our”).
1.3 The MAGIC Services are provided for internal business use only (not consumers), and do not constitute any form of financial advice, assurance or guarantee.
2. What are these Terms?
2.1 These Terms govern your access to and use of the MAGIC Services and form an agreement between you and SigTech. By clicking the “Continue” button and (where relevant) ticking the check box presented with these Terms or by using the MAGIC Services, you agree to these Terms.
2.2 You represent to us that: (A) you are lawfully able to enter into contracts, and (B) if you are purchasing credit on behalf of a company, partnership or any other incorporated entity you have legal authority to bind that entity (“Organisation”). Please see clause 20 for definitions of certain capitalised terms used in these Terms.
2.3 These Terms do not supersede or prejudice any other terms that govern your use of other SigTech products.
3. Users
3.1 The following describes the two types of accounts which control what tasks you can perform on the MAGIC Platform:
(A) Admin User: You, as the Admin User, are the primary contact and will have the most control, you can access and use the MAGIC Services in accordance with these Terms and will also have responsibility for all matters relating to Charges and Payment under clause 5, monitoring usage and providing access to Authorised Users; and
(B) Authorised User: means Personnel who are authorised by Admin Users to access and use the MAGIC Services in accordance with these Terms,
together the “Users”.
3.2 You shall provide a copy of these Terms to each of your Authorised Users and you shall procure that those Authorised Users comply with the Terms. A PDF version of these Terms is available for you to share with your Authorised Users on request.
3.3 You shall ensure that:
(A) access to the MAGIC Platform is restricted to Authorised Users; and
(B) each Authorised User shall only be permitted to have one active session on the MAGIC Platform at any one time.
3.4 Any breach by an Authorised User of these Terms will be deemed to be a breach by you and your Organisation and the performance of any act or any omission under these Terms by an Authorised User will be deemed to be the act or omission by you and your Organisation.
3.5 You and your Organisation will be fully responsible and directly liable for each Authorised User’s use of the MAGIC Services and compliance with the applicable provisions of these Terms and SigTech’s Fair Usage Policy.
4. Access to the MAGIC Services
4.1 Unless you are already using other SigTech products, you will be required to create a user account by either contacting our account management team (support@sigtech.com) or following the relevant online prompts in order to use the MAGIC Services. You must provide us with accurate, complete and up-to-date contact information, including name and email address. You are responsible for the information you provide to us. All Users will need to create a user account. If Users have already created an account with SigTech, they only need to log into their account to start using the MAGIC Services.
4.2 Once you have registered and set up an account with us, you (as Admin User) can choose the amount of credit you wish to purchase by clicking on the “Top up” button (or equivalent) in the Billings and Usage section of the Admin User’s interface and then following the prompts that will appear on-screen. You may check and correct any input errors in your order up until the point at which you submit your order to us by clicking the “Confirm and Pay” button. After placing an order, we will confirm acceptance by sending you a confirmation email of your order.
4.3 We may, at any time:
(A) amend, suspend or revoke your access to the MAGIC Services in whole or in part; and/or
(B) amend, suspend, revoke or update any or all of the information comprising the MAGIC Platform Content and/or cease provision of the MAGIC Platform Content; and
(C) in respect of any such amendment, revocation, cessation or update, we shall not be in breach of these Terms and have no liability to you.
5. Charges and Payment
5.1 You can pay for Calls in advance by purchasing credit. When you make the first payment, the Auto Top-up payment option will be triggered which means that when your balance reaches 20% or such other percentage that you choose from time to time, your credit will automatically top-up for the same amount of credit. You can opt-out of the Auto Top-Up option and instead and choose the Pay As You Go option by following the prompts on the payment page. If you choose the Pay As You Go option, you will be notified when your credit balance is approaching zero. If your credit balance is at zero, we may suspend your access to the MAGIC Services until you top-up your credit.
5.2 Unless agreed otherwise, payment must be made by credit or debit card. We accept payment by most major credit and debit cards. Please note that, for security reasons, the statement address for the credit or debit card you use to pay must be the same as your contact address for the order. All payments are collected and processed via our third-party payment provider, currently Stripe. We will notify you whenever your balance is topped-up.
5.3 Credit will expire if it is not used within twelve (12) months of purchase, but we will notify you of the upcoming expiry of credit.
6. Licence
6.1 Subject to your purchase of credit in accordance with clause 5, we grant to you a limited, non-transferable, non-sublicensable, non-exclusive right, and without the right to grant sublicenses, to permit Authorised Users to access and use the MAGIC Services:
6.2 You agree and acknowledge that the MAGIC Services:
(A) are for internal business use only; and
(B) may only be used for the purpose of researching, creating and generating User Data and/or Outputs.
6.3 We may from time to time, in our sole discretion, make any changes to the MAGIC Services, (including the addition or removal of MAGIC Agents) that we deem necessary or reasonable to maintain or enhance the quality or delivery of our products and services to our customers or to comply with our contractual obligations to third parties or to comply with applicable laws and regulations.
6.4 Subject to the restrictions set out in clause 9.1, you and your Authorised Users may freely exploit the Outputs, including copying, storing, publishing or distributing such Outputs.
7. Third Party Providers
7.1 Our ability to grant you access to the MAGIC Agents through the MAGIC Platform is subject to the rights, licences and permissions obtained by us from Third Party Providers. A Third Party Provider may impose restrictions on the usage of its MAGIC Agents and may change them from time to time. These restrictions may:
(A) limit or prevent certain types of usage of its MAGIC Agent(s); or
(B) require us to report usage of its MAGIC Agents to the Third Party Provider.
8. Our obligations
8.1 We shall provide you with access to the MAGIC Services on and subject to these Terms.
8.2 Our provision of the MAGIC Services shall be delivered using reasonable skill and care.
8.3 We shall use commercially reasonable endeavours to make the MAGIC Platform available 24 hours a day, seven days a week, except for:
(A) scheduled maintenance carried out during the maintenance window which is usually 6.00 am to 10.00 am UK time on Saturdays; and
(B) unscheduled maintenance performed outside Normal Business Hours. We will use reasonable endeavours to give you at least 1 hours’ notice in advance.
8.4 We reserve the right to update the MAGIC Platform at any time or to perform routine maintenance where necessary. We shall use reasonable endeavours to ensure any updates or maintenance are performed outside Normal Business Hours.
8.5 We do not:
(A) warrant that:
(I) your use of the MAGIC Platform or our provision of the MAGIC Platform Content will be uninterrupted or error-free; or
(II) that the MAGIC Platform will be available at all times; or
(B) take responsibility for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the MAGIC Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.6 We shall have no obligation to provide any training, guidance or consultancy services to you.
9. Your obligations
9.1 You shall not, and shall not attempt to, and shall procure that no Authorised User shall, or shall attempt to, do any of the following:
(A) use the MAGIC Services, including any Intellectual Property Rights in or related to any of them, in any manner which is inconsistent with these Terms;
(B) download, reverse engineer, copy, duplicate, reproduce, publish, distribute, display, transmit or communicate or disseminate to any third party the MAGIC Platform, any MAGIC Platform Content or the SigTech Materials or any information obtained or derived therefrom (other than Outputs.);
(C) use the MAGIC Platform Content and/or Outputs to create, attempt to create, or assist with the creation of, any index of tradable assets;
(D) use the MAGIC Services for any purpose, or in any manner, that would amount to commercial exploitation outside of your own organisation, including any purpose or manner that would compete with us, our Affiliates and/or any Third Party Providers;
(E) sell or attempt to sell any of the MAGIC Platform Content and/or any of your rights under these Terms to use the MAGIC Services;
(F) use the MAGIC Services in any way that violates, plagiarises or infringes upon the rights of any other person, including Intellectual Property Rights, data protection rights, the right of privacy or the right of publicity, or that would be abusive, profane, obscene, indecent, threatening, defamatory, offensive or otherwise illegal;
(G) use the MAGIC Services in any way that is not compliant with, or breaches, any applicable laws or regulations;
(H) except as expressly permitted by these Terms, give or grant (or allow others to give or grant) any third party access to or use of the MAGIC Services;
(I) attempt to interfere with the proper working of the MAGIC Platform, including attempting to circumvent security, usage monitoring, download restrictions, licence control or other protection mechanisms, or otherwise disrupt the operation of the MAGIC Platform;
(J) obscure, remove or interfere with or add to any copyright notice, trade mark, trade name or other proprietary marking on, or visible during, the operation or use of the MAGIC Platform or any MAGIC Platform Content;
(K) use the MAGIC Platform (and any part thereof) to do any of the following:
(I) upload, post, transmit or otherwise make available any viruses, corrupted files, or any other software, data, files or programs that may interrupt, damage, destroy or limit the functionality of the MAGIC Platform (malware);
(II) upload, store, transmit or otherwise make available any content, material or data that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, or is in breach of any contractual duty or any obligation of confidence, or that does not comply with applicable laws or regulation, or is otherwise prohibited;
(III) engage in any fraudulent activity or further any fraudulent purpose; or
(IV) attempt to gain unauthorised access to our systems or networks; and
(L) permit any Authorised User or any third party to do, or attempt to do, any of the foregoing.
9.2 You shall:
(A) ensure that no malware is transmitted from any Devices to the MAGIC Platform and inform us immediately if you become aware of any such transmission;
(B) be responsible for establishing and maintaining your and each User’s access to the MAGIC Platform over a suitable Internet connection;
(C) at no cost to us, include such copyright, disclaimers and other notices in connection with the MAGIC Platform Content or Outputs as we may require;
(D) only use the MAGIC Services in accordance with any instructions provided by us and otherwise in accordance with these Terms;
(E) notify us immediately upon becoming aware of any breach, or potential breach, of these Terms or any use of the MAGIC Services by any Authorised User in breach of clause 9.1; and
(F) provide us with all necessary cooperation and all necessary access to such information as we may require in order for us to perform our obligations under these Terms.
9.3 You acknowledge and agree that:
(A) you and/or any Authorised Users will only be able to access User Data that conforms to the format and APIs supported by the MAGIC Platform;
(B) the MAGIC Platform has not been developed to meet your individual requirements;
(C) the MAGIC Services are provided by us or any Third Party Providers on an “as is” basis;
(D) you accept responsibility for, and acknowledge you exercise your own independent judgement in, your selection of any of the MAGIC Platform Content, your use or intended use of such MAGIC Platform Content, and any results obtained;
(E) nothing contained on the MAGIC Platform or in the MAGIC Platform Content constitutes any form of financial advice, assurance or guarantee;
(F) the MAGIC Platform is intended for informational purposes only and that the Outputs generated by the MAGIC Agents may not be accurate, complete, or suitable for any specific purpose and we disclaim all liability for any decisions, including investment decisions, made based on the Outputs of or use of the MAGIC Services;
(G) we shall not be responsible for any delays, delivery failures, or any other Losses resulting from the transfer of data over communications networks and facilities, including the internet;
(H) we shall have no liability for decisions made by you and/or any Authorised User as a result of using the MAGIC Services;
(I) any errors or disruptions in or to the MAGIC Platform or MAGIC Platform Content shall not constitute a breach of these Terms by us;
(J) you shall be fully responsible and liable for: (I) ensuring that you have all rights and necessary consents to use the User Data in connection with the MAGIC Platform; and (II) the quality and accuracy of the User Data;
(K) we may use cookies on the Platform and/or monitor, collect and use data on your and/or each User’s use of the Platform in accordance with the terms of the Cookie Policy and to ensure compliance with these Terms;
(L) we shall not be liable for or in relation to any unlawful, illegal, or prohibited data uploaded by you, including User Data; and
(M) we shall not be liable for or in relation to any offensive, discriminatory, or unlawful content generated by the MAGIC Platform. You acknowledge the inherent risks associated with Artificial Intelligence and agree to exercise final judgment and due diligence in the use of the MAGIC Platform. You are responsible for ensuring that no unlawful, offensive, or discriminatory content is generated or used in connection with the MAGIC Platform.
10. Limitations of Liability
10.1 To the maximum extent permitted by law, these Terms will exclude any implied conditions, warranties or other term as to, and us, our Affiliates and the Third Party Providers make no warranties (express or implied) in respect of, merchantability, fitness for a particular purpose, correctness, satisfactory quality, use of reasonable skill and care, accuracy, non-infringement, completeness, security, reliability or performance of the MAGIC Services or any other matter.
10.2 You shall indemnify us against all Losses suffered or incurred by us arising out of, or in connection with:
(A) the User Data including any claim that the User Data infringes, misappropriates, or violates any third-party intellectual property rights or any applicable laws; and
(B) your and /or any Authorised User’s, misuse of the MAGIC Platform, the Platform Content and/or the Outputs.
10.3 Subject to clauses 10.4 and 10.5, SigTech’s maximum aggregate liability , whether in contract, tort or otherwise in connection with these Terms, shall not exceed the greater of (a) the amounts paid or payable by you during the twelve (12) months immediately preceding the event giving rise to the claim and (b) £10,000.00.
10.4 Subject to clause 10.5, and to the extent permitted by law, we will not be liable for any of the following:
(A) any Losses suffered as a result of any inability to access or use the MAGIC Services
(B) any Losses resulting from or in connection with any User Data; or
(C) any special, indirect, incidental or consequential damages, loss of profits, loss of anticipated savings, loss of business or business opportunities, loss of goodwill or loss of data in each case, regardless of whether we were aware of the possibility of such loss or damage occurring, and, in the case of (A) and (B) above, arising out of your and/or any Authorised User’s use of and/or reliance on the MAGIC Platform, the MAGIC Platform Content or otherwise in connection with these Terms.
10.5 Nothing in these Terms shall operate to limit or exclude either party’s liability for any of the following:
(A) death or personal injury caused by its negligence or the negligence of its Personnel;
(B) fraud or fraudulent misrepresentation;
(C) any other liability that cannot be excluded or limited by law; and
(D) in the case of you, a breach of clause 9.1(B) and the indemnity given in clause 10.2
10.6 You agree that, in entering into these Terms, you have not relied on any representations (whether written or oral) of any kind other than those expressly set out in these Terms.
11. Intellectual Property Rights
11.1 You acknowledge that all Intellectual Property Rights in the MAGIC Services shall vest in us, our Affiliates and/or any Third Party Providers (as applicable) and you agree that neither you and/nor any Authorised User shall have any rights in respect of the Intellectual Property Rights in, or in relation to, the MAGIC Services.
11.2 You (or your licensors) will, as between You and Us, own the Intellectual Property Rights in the User Data and Outputs and, save as set out in clause 9.2(C) and 11.3, we acknowledge that we shall neither own, nor have any rights in respect of, the Intellectual Property Rights in, or in relation to, the User Data and the Outputs.
11.3 You grant us a non-exclusive, worldwide, royalty-free, sub-licensable and irrevocable (for the duration of the Term) licence to use, copy, store, transmit and display the User Data and the Outputs for the purposes of our provision of the MAGIC Services to you only. For the avoidance of doubt, such User Data and Outputs shall not be made available to our other customers.
11.4 Subject to clauses 11.5 and 11.7, we shall indemnify you against all Losses incurred by you as a result of any claim made against you that your use of the Platform in accordance with these Terms infringes the Intellectual Property Rights of a third party (“Infringement Claim”).
11.5 The indemnity granted by us in clause 11.4 shall not apply to the extent that any Infringement Claim arises through, or in connection with, your and/or any User’s misuse of the MAGIC Platform or the breach of any terms of these Terms by you and/or any User.
11.6 In the event that any Infringement Claim is brought against you we may, in our sole and absolute discretion:
(A) modify the MAGIC Platform so that it ceases to be infringing while retaining the same or substantially the same features, functionality and performance;
(B) replace the MAGIC Platform with a non-infringing alternative while retaining the same or substantially the same features, functionality and performance; or
(C) terminate your access to the MAGIC Services and refund the payments made by you for the credit
11.7 You shall:
(A) promptly notify us in writing of any Infringement Claim or threat of an Infringement Claim;
(B) not make any admission or settlement in relation to an Infringement Claim without our prior written consent;
(C) provide us with all information and assistance that we may require in relation to an Infringement Claim;
(D) allow us complete control of the conduct of any Infringement Claim; and
(E) do all such acts and execute all such documents as may be required to give full effect to this clause 11.7.
12. Termination and Suspension
12.1 You can stop using the MAGIC Services at any time. We reserve the right to terminate or suspend your access to the MAGIC Services and/or delete your account at any time on written notice if we determine:
(A) continued access by you and/or the Authorised Users to the MAGIC Platform would constitute a security risk to the MAGIC Platform and/or to our other customers and users, as reasonably determined by us;
(B) you and/or any Authorised User have breached applicable laws or regulations in connection with your use of the MAGIC Platform, including financial services regulatory requirements, Anti-Corruption Laws or Export Restrictions, or you and/or any Authorised User commits any fraudulent or criminal act; or
(C) we determine, acting reasonably, that you and/or any Authorised User is using the MAGIC Platform in breach of the applicable terms of these Terms (in particular, the restrictions set out in clause 9.1.
12.2 We also may terminate your account if it has been inactive for over six (6) months, provided there is no credit remaining on your account. If we do, we will provide you with advance notice.
13. Consequences of Termination or Suspension
13.1 On termination or suspension of your access to the MAGIC Services:
(A) all rights granted to you and Authorised Users under these Terms shall cease;
(B) you and your Authorised Users shall cease all use of the MAGIC Services; and
(C) all User Data may be deleted from the MAGIC Platform.
14. Data Protection
14.1 In this clause 14:
(A) “Data Protection Legislation” shall mean the Data Protection Act 2018, GDPR and the UK GDPR (as applicable) and any other applicable laws relating to the protection of personal data and the privacy of individuals (all as amended, updated or re-enacted from time to time);
(B) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
(C) “Personal Data”, “Controller”, “Processor”, “Data Subject” and “Processing” shall have the same meaning as in the Data Protection Legislation; and
(D) “UK GDPR” means the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).
(E) The parties acknowledge that we are a Processor acting on your behalf and that, for the purposes of these Terms:
(F) types of Personal Data include: names, contact details and other personal information on invoices or receipts uploaded or any other item added or submitted to us, and the categories of Data Subjects are: your staff and any other individuals identified in documents uploaded by you (“Personal Data“); and
(G) the nature/purpose of the Processing is to enable us to carry out the Services (which form the subject matter of the Processing), or to provide analytics services as requested by you, and the duration of the Processing shall be the term of these Terms.
14.2 We will also act as Controller in respect of our use of personal data relating to your Users.
14.3 We shall comply with our obligations under the Data Protection Legislation in respect of the Personal Data and shall, where we are acting as your Processor:
(A) process the Personal Data only to the extent, and in such manner, as is necessary for the purpose of providing the MAGIC Services and in accordance with your written instructions and this clause 14;
(B) implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing;
(C) ensure that any employees or other persons authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;
(D) on your request and taking into account the nature of the Processing and the information available to us, assist you in ensuring compliance with our obligations under Articles 32 to 36 of the General Data Protection Regulation (EU) 2016/679 (where applicable) in respect of the Personal Data;
(E) procure by way of a written contract that any sub-processors we appoint to carry out our processing obligations under these Terms will, at all times during the engagement, be subject to data processing obligations equivalent to those set out in this clause 14;
(F) notify you, as soon as reasonably practicable, about any request or complaint received from a Data Subject (without responding to that request, unless authorised to do so by you) and assist you by technical and organisational measures, insofar as possible, for the fulfilment of your obligations in respect of such requests and complaints;
(G) on your request, make available all information necessary to demonstrate our compliance with this clause 14;
(H) on termination or suspension of your access to the MAGIC Services, destroy, delete or return (as you direct) all Personal Data in accordance with our then current data retention policy.
15. Machine Learning
You acknowledge and agree that the MAGIC Platform may use your User Data to develop and improve the capabilities of the MAGIC Platform and MAGIC Services, provided that:
(A) such inputs will be anonymised so that no individual can be specifically identified; and
(B) such inputs will not be shared with any other user of the Platform.
16. Anti-Bribery and Export Restrictions
You undertake and warrant that:
(A) you will comply with all applicable Anti-Corruption Laws, and all applicable economic or trade sanctions, export control and securities laws;
(B) you have not violated any applicable Anti-Corruption Laws;
(C) you will notify us without undue delay if you have been found to have violated, or have been accused of possible violations of any applicable Anti-Corruption Laws;
(D) you will not take any action to cause us to breach any Export Restrictions;
(E) you, your Affiliates and their respective directors are not the subject of any Export Restrictions; and
(F) you are not Controlled by any person or entity that is the subject of any Export Restrictions.
17. Confidentiality and Publicity
17.1 Each party may be given access to Confidential Information by the other party in order to perform its obligations under these Terms. A party’s Confidential Information shall not be deemed to include information that:
(A) is or becomes publicly known other than through any act or omission of the receiving party;
(B) was in the other party’s lawful possession before the disclosure;
(C) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(D) is independently developed by the receiving party, which independent development can be shown by written evidence.
17.2 Each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, except that each party may disclose the other’s Confidential Information:
(A) to its employees, officers, representatives, service providers, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms, provided always that such recipients shall be made aware of the confidential nature of the Confidential Information that receive and shall agree to reasonable confidentiality undertaking to protect such Confidential Information;
(B) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
(C) as described in our Privacy Notice or under clause 17.4.
17.3 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms and you will on written request or on termination of these Terms:
(A) cease to use our Confidential Information; and
(B) as soon as reasonably practicable return to us or securely destroy (or in respect of information held electronically permanently delete (to the extent technically feasible) all of our Confidential Information in your possession.
17.4 You acknowledge that details of the MAGIC Services, and the results of any performance tests of the MAGIC Services, constitute our Confidential Information.
17.5 We acknowledge that the User Data is your Confidential Information.
17.6 On or before the Termination Date you shall:
(A) destroy or return to us all documents and materials containing, reflecting, incorporating or based on our Confidential Information, excluding Outputs and User Data;
(B) erase all our Confidential Information from your computer and communications systems and devices used by you or your Authorised Users, or which is stored in electronic form;
(C) to the extent technically and legally practicable, erase all our Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and
(D) certify in writing to us, upon request, that you have complied with the requirements of this clause 17.6.
17.7 Nothing in clause 17.6 shall require you to return or destroy any documents and materials containing or based on our Confidential Information that you are required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject.
17.8 We may use your name, logo and relevant trademarks on our website and/or on our marketing materials, exclusively for the purposes of marketing and promotion.
17.9 You agree that, if requested by us, you shall promptly provide at least one written testimony per year of your experience of using the Platform.
18. General
18.1 Force Majeure. We shall not be liable to you for any delay or non-performance of our obligations under these Terms arising from any cause beyond our control including any of the following: strikes, lock-outs or other industrial disputes, pandemic or epidemic, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors (each a Force Majeure Event).
18.2 Waiver. No failure or delay by either party to exercise or enforce any right or remedy under these Terms shall constitute a waiver, or prejudice or restrict that party’s further right to exercise that, or any other, right or remedy.
18.3 Severability. If any provision of these Terms is held to be invalid or unenforceable (in whole or in part) by any law, rule, order or regulation of any government or by the final determination of any court of competent jurisdiction, such invalidity or unenforceability shall not affect the other part of that provision or the other provisions of these Terms which shall remain in full force and effect.
18.4 Revision of terms. We reserve the right to revise these Terms from time to time, although no such change will affect any credit that you have already purchased. We will use reasonable endeavours to notify you in advance of any such changes.
18.5 Notices. Notices to us must be sent to legal@sigtech.com, or to any other email address notified to you by us. We will send notices to you to the then current email address on your account.
18.6 Relationship of the Parties
(A) Nothing in these Terms shall be construed as constituting a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party as the agent of the other party for any purpose.
(B) Subject to any express provisions to the contrary in these Terms, neither party shall have the right or authority to and shall not act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind, on behalf of the other party, or bind the other party in any way.
18.7 Entire Agreement. These Terms contain the whole agreement between us and you relating to the subject matter of these Terms and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.
18.8 Assignment. We may assign or transfer our rights and obligations under these Terms to another entity but will always notify you in writing or by posting on the website if this happens. You may only assign or transfer your rights or your obligations under these Terms to another entity if we agree in writing.
18.9 Governing law and jurisdiction. The Terms (including any relevant non-contractual obligations) shall be governed by and construed in accordance with the laws of England and Wales and each party irrevocably agrees that all proceedings arising out of or in connection with these Terms (including any non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
18.10 Contacting Us. Please submit any questions you have about these Terms or the MAGIC Services by email to support@sigtech.com.
19. Definitions
19.1 The following definitions and rules of interpretation in this clause apply to these Terms:
Affiliate: means any entity that is directly or indirectly controlling, controlled by or under common control with a party.
Anti-Corruption Laws: means all applicable anti-money laundering and anti-bribery laws or regulations of any jurisdiction.
API: means application program interfaces.
Business Day: means a day other than a Saturday, Sunday or public holiday, on which banks are open for business in the United Kingdom.
Call: means an API request sent from MAGIC or one of its Agents to an API endpoint to access or receive a service and/or data or perform a specific action.
Confidential Information: means any information or data that is disclosed by one party to the other or obtained or received by a party, whether orally or in writing, that is designated by a party as being confidential, or which should be understood to be confidential given its nature and the circumstances surrounding its disclosure, Confidential Information shall include the Platform Content but exclude any information or data which:
(A) is public knowledge or subsequently becomes public knowledge other than through a breach of these Terms; or
(B) is already known to the other party or in the other party’s possession at the time of disclosure or subsequently comes lawfully into the other party’s possession from a third party.
Devices: means your infrastructure, computer and communications terminals, APIs and systems (including mobile devices) which are used to access the Platform or otherwise used in connection with these Terms.
Export Restrictions: means all applicable sanctions and export control laws and regulations of any jurisdiction.
Force Majeure Event: has the meaning given to it in clause 18.1.
Infringement Claim: has the meaning given to it in clause 11.4.
Intellectual Property Rights: means patents, trade marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights, know-how, processes, names of customers, suppliers and third parties, and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.
Losses: means all losses, liabilities, damages, costs, expenses (including reasonable legal fees) and charges of every description arising from or in connection with these Terms.
MAGIC Agent: means a software entity developed and maintained by SigTech that can operate independently within the MAGIC environment in response to Prompts by processing inputs, making Calls, making decisions, and executing actions to accomplish the predefined objectives defined by a Prompt.
MAGIC Platform: means the MAGIC tool developed by us (including its source code and the Platform Content) and made available to you.
MAGIC Platform Content: means all data, information and material owned by or licensed to us or any of our Affiliates and contained within, accessed by, or generated as Outputs by any part of the MAGIC Platform but excluding the User Data.
MAGIC Services: means the provision of the MAGIC Platform, MAGIC Platform Content, MAGIC Agents and any SigTech Materials.
Normal Business Hours: means 8.00 am to 5.00 pm local UK time on Business Days.
Organisation: has the meaning given to it in clause 2.2.
Outputs: means the new data (in whatever format, including but not limited to words, graphs and tables) generated by MAGIC Agents in response to a given Prompt from a User.
Password: means any password, passphrase, key, code, number, login credentials, or other authentication system issued to you and/or any Authorised User by us for the purpose of accessing and using the Platform.
Personal Data: shall have the meaning given to ‘personal data’ in the General Data Protection Regulation (EU) 2016/679.
Personnel: means employees, officers, agents, consultants, contractors and sub-contractors and their employees, officers, agents, consultants, contractors and subcontractors.
Prompt: means a natural language instruction or query provided by a user using the MAGIC interface which communicates with and guides the MAGIC Agents in completing tasks and generating Outputs.
SigTech Materials: means the manuals or usage guides on how to use the MAGIC Platform or the MAGIC Agents as provided by us to you from time to time.
Termination Date: means the date on which the use of the MAGIC Services is terminated.
Third Party Providers: means any third party which from time to time provides, information, data, content, hardware, software or other services to SigTech and/or its Affiliates, including third parties to whom Calls are made by MAGIC Agents.
User Data: means any data, inputs, information or material uploaded to the MAGIC Platform by you and any algorithms, formulae, codes or outputs generated solely by you on the MAGIC Platform (other than Outputs), including all Intellectual Property Rights with respect thereto.
Users: has the meaning given to it in clause 3.1.