Before you accept
This is Next Verse’s standard legal agreement. Client-specific pricing and scope are set out separately in the relevant invoice, order form or written commercial confirmation accepted by the Client.
This Master Services and Licence Agreement (the “Agreement”) is made between Next Verse Ltd, a company incorporated in England and Wales (the “Supplier”), and the person or entity accepting this Agreement (the “Client”). It governs the provision of the Services and the grant of the Licence described below.
Next Verse Ltd, company number 17163563, registered in England and Wales, registered office 10 Stadium Business Court, Millennium Way, Derby DE24 8HP.
The Agreement is a standard, general-purpose agreement and does not include client-specific commercial fields. The relevant invoice, order form or written commercial confirmation will identify the Client, the agreed scope, the applicable charges and any other commercial particulars. If there is a conflict, the express commercial terms in that document will apply only to the extent of that conflict.
Interpretation
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client Data means any data, content, materials, prompts, files or information supplied by or on behalf of the Client, or processed by the Supplier for the Client, in connection with the Services.
Confidential Information means information of a confidential nature disclosed by one party to the other, whether before or after the date of this Agreement, including business, technical, financial and security information.
Deliverables means the outputs, reports, configurations, documentation or other work product expressly identified as deliverables in an order form or written commercial confirmation.
Implementation Start Date means the date stated in the relevant invoice, order form or written commercial confirmation, or, where no date is stated, the date the relevant Services go live.
Platform means a third-party or Supplier-hosted software, model, infrastructure or integration platform used to provide the Services.
Services means the AI, automation, implementation, support, consulting and related services provided by the Supplier under this Agreement.
Workflow means a process, sequence, automation, integration or operating procedure configured, documented or supported by the Supplier for the Client.
References to writing include email. References to “including” mean including without limitation. Headings do not affect interpretation. A reference to a statute includes its amendments and replacements.
Services and workflows
The Supplier will provide the Services described in the applicable invoice, order form or written commercial confirmation. The Supplier may use suitably qualified personnel, contractors and Platforms to deliver the Services.
A workflow form or workflow information confirmed by the Client may be used to record the relevant workflows, platforms, dependencies, assumptions and delivery notes. It is an implementation record only: it does not replace, amend or rewrite this Agreement. Any amendment to this Agreement must comply with the Amendments provision in clause 18.
The Supplier may make reasonable changes to the Services where needed to reflect changes in technology, law, security practice or a Platform, provided that it does not materially reduce the core functionality agreed in writing.
Service availability, support hours, response targets, backups and incident notification commitments are set out in Appendix B.
Implementation, completion and acceptance
Completion does not occur merely because the platform has been made live or made available to the Client.
Completion occurs when the agreed functionality, integrations and workflows confirmed in writing have been implemented and are operating substantially in accordance with the agreed requirements.
Next Verse will notify the Client in writing when it considers Completion has occurred. The Client then has a testing period of 10 Business Days.
During the testing period, the Client may report any material defect or failure of the agreed functionality against the agreed requirements.
Next Verse will investigate any matter reported and correct genuine implementation defects. Corrections, and reasonable retesting of the agreed functionality, are not additional chargeable work and attract no additional charge.
Acceptance will not be unreasonably withheld or delayed by the Client.
The Client accepts this Agreement by signing it, accepting an order form, accepting an invoice, ticking an online acceptance box, paying an invoice that references this Agreement, or otherwise confirming acceptance in writing.
The expiry of the testing period does not prevent the Client from reporting a genuine implementation failure of the agreed functionality afterwards, and Next Verse will correct any such failure at no additional charge for as long as the relevant functionality forms part of the Services.
This applies to functionality already agreed in writing. It does not extend to new Workflows, additional integrations or materially different requirements.
New Workflows, additional integrations and materially different requirements are additional work. Next Verse will not begin, and the Client will not be charged for, any additional work until its scope and price have been agreed by both parties in writing.
Licence
Subject to the Client paying the applicable charges and complying with this Agreement, the Supplier grants the Client a non-exclusive, non-transferable, non-sublicensable licence during the Term to access and use the Deliverables and Supplier software made available as part of the Services, solely for the Client’s internal business purposes.
The Client must not copy, modify, reverse engineer, decompile, disassemble, scrape, resell, rent, lease, distribute or make available the Supplier’s software, systems, models or materials except as expressly permitted by law or in writing.
Third-party Platforms are subject to their own terms. The Client is responsible for obtaining and maintaining any required third-party accounts and licences and for complying with their acceptable use policies.
Client responsibilities
The Client will:
- provide timely access to systems, personnel, information and approvals reasonably required to perform the Services;
- ensure that Client Data is accurate, lawful and suitable for the agreed use;
- obtain all notices, consents and permissions required to provide Client Data to the Supplier and to use the Services;
- maintain appropriate credentials, access controls, backups and business continuity arrangements; and
- use the Services and any AI outputs in accordance with applicable law and this Agreement.
The Supplier is not responsible for delay or failure caused by the Client’s acts or omissions, inaccurate information, unavailable personnel, third-party systems or a failure to follow reasonable instructions.
Token usage
Where the Services use token-based AI processing, token usage is charged at an agreed-upon rate per million tokens, reported monthly in arrears, unless varied in writing.
Token usage includes input and output tokens processed through the relevant model or Platform. The Supplier will calculate usage using the usage information available from the relevant Platform or its own reasonable records. The Supplier may provide a usage summary with or alongside the monthly invoice.
Any token threshold, notification threshold, included allowance or pre-authorised spend limit must be agreed separately in writing. No such limit is implied by this Agreement.
Additional work
The Supplier will not begin additional work until the Client has approved the work and its estimated charges in writing. Approval may be given by an authorised person by email, order form or other written confirmation. A request to investigate or estimate work is not approval to carry it out.
Where the amount of additional work cannot reasonably be estimated in advance, the Supplier will provide a good-faith estimate or charging basis before work begins and will notify the Client of a material change to that estimate.
Intellectual property
The Client owns, and retains ownership of, Client Data, Client-specific Business Twin content, Client-specific Customer Model content, Client-specific workflows, and Client-specific prompts and configurations created specifically for the Client.
Next Verse owns, and retains ownership of, the underlying platform, its generic software and tools, reusable templates, generic know-how, and improvements that are not uniquely created for the Client.
Next Verse retains a licence to use the Client-owned materials only to the extent necessary to provide the services during the term of this Agreement.
The Client-specific materials may depend on the Next Verse platform to operate. Ownership of those materials does not give the Client ownership of the platform itself.
Supplier Materials means the Supplier’s methods, know-how, templates, tools, code, prompts, models, configurations, generic components, improvements and skills used to provide the Services. The Supplier may reuse Supplier Materials, provided it does not disclose Client Confidential Information.
AI-generated output may not be unique and may be subject to third-party or Platform terms. The Client is responsible for reviewing outputs before relying on, publishing or using them.
Confidentiality
Each receiving party will keep the other party’s Confidential Information confidential and will use it only to perform or receive the benefit of this Agreement. It may disclose Confidential Information to its personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations.
These obligations do not apply to information that is or becomes public without breach, was lawfully known without restriction, is independently developed, or is lawfully received from a third party. A party may disclose information where required by law, provided it gives advance notice where legally permitted.
Neither party may make a public announcement about the relationship or use the other party’s name or marks without prior written consent, except where required by law.
Data protection
For personal data processed in connection with the Services, the parties will comply with applicable data protection law, including the UK GDPR and Data Protection Act 2018. The Client is the controller and the Supplier is the processor except where the Supplier processes personal data as an independent controller for its own legitimate business administration.
Next Verse will not use Client Data to train, fine-tune or improve any model made available to any other customer. Client Data is used only to provide the contracted services, support the Client’s workflows, maintain security and comply with legal obligations.
The Supplier will process personal data only on the Client’s documented instructions, maintain appropriate confidentiality, assist with data subject rights and breach obligations, and delete or return personal data at the end of the Services unless law requires retention.
Next Verse will notify the Client within two hours of becoming aware of an actual or suspected security incident or personal data breach materially affecting the Client or Client Data, and will provide updates as further information becomes available.
An initial notification is given so that the Client can respond promptly. It is not an admission that a breach has occurred, and Next Verse will confirm the position as its investigation progresses.
The detailed processing instructions, categories of data and data subjects, security measures, international transfer safeguards and subprocessor arrangements are set out in Appendix A (Data Processing Addendum). The Supplier’s current subprocessor register is available at https://www.nextverse.io/subprocessors.
Security
The Supplier will maintain technical and organisational measures appropriate to the risk of the Services, including access control, confidentiality commitments, secure transmission, logging and incident response processes.
The Client is responsible for configuring its accounts, permissions and integrations appropriately and for not sharing credentials. The Client will promptly tell the Supplier about a suspected security incident affecting the Services or Client Data.
Next Verse will notify the Client within two hours of becoming aware of an actual or suspected security incident or personal data breach materially affecting the Client or Client Data, and will provide updates as further information becomes available.
An initial notification is given so that the Client can respond promptly. It is not an admission that a breach has occurred, and Next Verse will confirm the position as its investigation progresses.
The security measures and incident cooperation commitments are described in Appendix B (Security Measures). The Supplier may update those measures as security practice and the Services evolve, provided the overall level of protection is not materially reduced.
Warranties
Each party warrants that it has authority to enter into this Agreement. The Supplier warrants that it will provide the Services with reasonable care and skill and that, in all material respects, the Services will conform to the description agreed in writing.
Except as expressly stated, the Services, Platforms and AI outputs are provided “as is”. The Supplier does not warrant that the Services will be uninterrupted, error-free, secure against every possible threat, or fit for a purpose not expressly agreed. AI outputs may contain errors, omissions or bias and must be checked by a suitably qualified person.
If the Supplier breaches a warranty, its first remedy will be to re-perform the affected Services or, where that is not reasonably possible, refund the charges paid for the affected Services. This clause does not limit rights that cannot lawfully be limited.
Liability
14.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot legally be limited or excluded.
14.2 Subject to clause 14.1 and clause 14.3, each party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed £250,000.
14.3 Next Verse’s total aggregate liability for breach of confidentiality, Data Protection Legislation, security obligations, or unauthorised access to or disclosure of Client Data shall not exceed £1,000,000.
14.4 Subject to clause 14.1, neither party is liable for loss of profit, revenue, business, anticipated savings, goodwill or reputation, or for indirect or consequential loss. This exclusion does not apply to payment obligations, confidentiality breaches, data protection obligations, security obligations or intellectual property infringement.
Indemnity
The Client will indemnify the Supplier against third-party claims and reasonable costs arising from Client Data, Client instructions or the Client’s use of the Services in breach of this Agreement, applicable law or third-party terms.
The Supplier will defend the Client against a third-party claim that the Client’s authorised use of a Deliverable infringes that party’s UK intellectual property rights, and will pay damages finally awarded or agreed in settlement, provided the Client promptly gives notice, permits control of the defence and provides reasonable assistance.
The Supplier has no obligation under this clause for a claim caused by Client Data, a modification not made by the Supplier, combination with an item not supplied by the Supplier, or use outside this Agreement. The Supplier may procure a right to continue using the Deliverable, replace or modify it, or terminate the affected licence and refund the relevant unused charges.
Term and termination
Unless a different minimum term is expressly agreed in writing, the initial term is 12 months from the Implementation Start Date or, where no Implementation Start Date is stated, from the date the relevant Services go live.
After the initial term, this Agreement continues monthly. Either party may then terminate this Agreement or the affected services on 90 days' written notice.
Either party may terminate this Agreement immediately on written notice if the other party commits a material breach that it has not remedied within 30 days of written notice requiring it to do so, or if the other party becomes insolvent, enters any insolvency process or ceases to carry on business.
The Supplier may suspend Services for overdue undisputed invoices after giving reasonable notice. On termination, the Client will pay all charges incurred up to the termination date.
Clauses which by their nature should survive termination, including confidentiality, intellectual property, liability, indemnity, data protection, exit and migration, and general terms, will continue.
Exit and migration
On termination or expiry of this Agreement for any reason, Next Verse will provide the Client with a reasonable export of Client Data and the Client-specific materials, including workflows, prompts and configurations, in a structured, commonly used and machine-readable format.
The export is provided at no additional charge, within 30 days of the date of termination or expiry.
Next Verse will provide full migration support to the Client at no additional charge following termination or expiry of this Agreement. This support will include exporting, transferring and explaining Client Data and all Client-specific materials, including Business Twin content, workflows, prompts and configurations, and reasonable assistance to the Client or its incoming supplier during the transition.
No separate charge will be made for this migration support. Only work going beyond that support requires a charge, and any such charge must be agreed in writing in advance.
Next Verse will not withhold the export as leverage in a dispute, except where undisputed invoices remain unpaid after written notice.
General terms
Assignment. Neither party may assign this Agreement without the other’s written consent, except that either party may assign it as part of a merger, reorganisation or sale of substantially all of its business, provided the assignee can perform its obligations.
Subcontracting. The Supplier may subcontract performance but remains responsible for its subcontractors' acts and omissions. The Supplier may use affiliated companies and third-party Platforms.
Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including internet or utility failure, cyberattack, Platform outage, epidemic, industrial dispute or government action. The affected party will use reasonable efforts to mitigate the effect.
Notices. Notices must be in writing and sent by hand, recorded delivery or email to the address or email address used in the relevant commercial confirmation. Notices by email are deemed received on the next Business Day unless a delivery failure is received.
Entire agreement. This Agreement and the relevant commercial confirmation are the entire agreement and supersede previous discussions about their subject matter. Each party confirms it has not relied on a statement not set out in them.
Amendments. A change to this Agreement must be in writing and agreed by authorised representatives of both parties. An invoice, order form or workflow form cannot amend this Agreement unless it expressly identifies the provision being amended and states that it amends this Agreement.
Severance and waiver. If a provision is invalid, it will be modified to the minimum extent necessary and the rest will continue. A failure to exercise a right is not a waiver.
Governing law
This Agreement and any dispute or claim arising out of it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent interim relief in any court of competent jurisdiction.
Appendices
Data Processing Addendum
Purpose and duration. This Appendix applies where the Supplier processes personal data on the Client’s behalf. Processing lasts for the relevant Services and any limited period needed to return or delete data.
Subject matter and nature. The Supplier may host, store, access, organise, analyse, transmit and otherwise process personal data to provide, support, secure and improve the Services as documented by the Client.
AI data use. Next Verse will not use Client Data to train, fine-tune or improve any model made available to any other customer. Client Data is used only to provide the contracted services, support the Client’s workflows, maintain security and comply with legal obligations.
Data and individuals. Data may include contact details, account and usage data, correspondence, business records and other information submitted to a Workflow. Individuals may include the Client’s staff, customers, suppliers, users and business contacts. The Client must not submit special category data or criminal offence data unless expressly agreed in writing with appropriate safeguards.
Instructions and assistance. The Supplier will follow documented instructions, notify the Client if an instruction appears unlawful, and provide reasonable assistance with data subject requests, impact assessments, consultations and compliance enquiries, taking into account the nature of processing.
Subprocessors and transfers. The Client authorises Next Verse to use the subprocessors identified in the current register at https://www.nextverse.io/subprocessors. Next Verse remains responsible for its subprocessors and will ensure appropriate data-protection obligations and lawful safeguards are in place where personal data is processed outside the United Kingdom.
Personal data breach. Next Verse will notify the Client within two hours of becoming aware of an actual or suspected security incident or personal data breach materially affecting the Client or Client Data, and will provide updates as further information becomes available.
An initial notification is given so that the Client can respond promptly. It is not an admission that a breach has occurred, and Next Verse will confirm the position as its investigation progresses.
End of processing. At the Client’s choice, the Supplier will delete or return personal data after the Services end, unless applicable law requires continued storage. Data in routine backups will be deleted in the ordinary backup cycle and protected in the meantime.
Security Measures
Governance. The Supplier maintains documented security policies, assigns responsibility for information security, provides relevant personnel with security and confidentiality training, and reviews its controls periodically.
Next Verse maintains an information-security programme aligned with ISO 27001 and SOC 2 principles. Next Verse is not currently certified under either framework.
Access control. Access to production systems and Client Data is limited by role and least privilege, uses individual accounts where practicable, and is removed when no longer needed. Privileged access is controlled and monitored.
Protection. The Supplier uses encryption in transit where supported and appropriate protection at rest for systems storing Client Data. Secrets and credentials are managed separately from application code and rotated according to risk.
Backups and recovery. Backups are taken daily and retained for 30 days. Recovery point objective: 24 hours. Recovery time objective: 24 hours. These are target objectives and may depend on the nature and severity of the incident, provider availability and the integrity of available backups.
Service levels. Availability target: 99.7% monthly availability. Support hours: staffed support 24 hours per day, 7 days per week. Critical response: within 2 hours. High response: within 6 hours. Standard response: within 24 hours. Planned maintenance: the Supplier will notify the Client at least five Business Days before planned maintenance where reasonably practicable; planned maintenance will usually take place outside normal working hours.
Testing. The Supplier performs vulnerability management and security testing appropriate to its systems, tracks material findings and applies remediation based on severity. Third-party Platform security is governed by that Platform’s own controls.
Incident response. The Supplier will investigate suspected security incidents, take reasonable steps to contain and remediate them. Next Verse will notify the Client within two hours of becoming aware of an actual or suspected security incident or personal data breach materially affecting the Client or Client Data, and will provide updates as further information becomes available.
An initial notification is given so that the Client can respond promptly. It is not an admission that a breach has occurred, and Next Verse will confirm the position as its investigation progresses.