SPECIALIST TERMS OF SERVICE
The Specialist Network — Grayde.ai
Effective date: 5th June, 2026
Last updated: 5th June, 2026
These Specialist Terms of Service (the "Terms") form a binding contract between you ("you", "your", the "Specialist") and Milestone Localization (UK) Limited, a company incorporated in England and Wales (registered number 13815521) whose registered office is at Corner Oak, 1 Homer Road, Solihull, United Kingdom, B91 3QG, trading as Grayde.ai ("Grayde", the "Company", "we", "us", "our").
They govern your registration for, access to and use of The Specialist Network platform and your provision of services to us in connection with data annotation and evaluation related work for life-science artificial-intelligence applications.
PLEASE READ CAREFULLY BEFORE ACCEPTING. By creating an account, ticking the acceptance box, or performing any Task, you agree to these Terms. They include provisions you should note in particular: you work as a self-employed contractor with no guaranteed work (clause 5); you assign your work to us and we may use it to train AI models (clause 9); you owe strict confidentiality and data-protection duties (clauses 10–11); we may suspend, ban or remove you at any time (clause 17); our liability to you is limited (clause 16); and most disputes are resolved by confidential arbitration in London rather than in court (clause 19). If you do not agree, do not register or perform Tasks.
1. Definitions
In these Terms:
"Affiliate" means any entity that controls, is controlled by, or is under common control with the Company, including its parent company Milestone Localization Private Limited and other group companies.
"Client" means any customer of the Company or its Affiliates for whom Tasks are performed, and that Client's affiliates.
"Confidential Information" has the meaning given in clause 10.
"Data Protection Laws" means all data protection and privacy laws applicable to the processing of personal data under or in connection with these Terms, including: the UK GDPR and the Data Protection Act 2018; the EU General Data Protection Regulation (Regulation (EU) 2016/679) ("EU GDPR") and EU member-state implementing laws; and any other applicable data protection or privacy laws, including those of your country of residence and of any relevant Client's jurisdiction (for example, as applicable, the California Consumer Privacy Act as amended by the CPRA, India's Digital Personal Data Protection Act 2023, and the Philippines Data Privacy Act of 2012), in each case as amended or replaced from time to time.
"Deliverables" / "Work Product" means all output, results, materials, annotations, labels, ratings, rankings, evaluations, written responses, prompts, edits, recordings, transcriptions, code, and any other work you create, contribute to, or submit in connection with a Task or your use of the Platform.
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks, business and domain names, rights in get-up, goodwill, rights to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Platform" / "The Specialist Network" means our contributor platform, including its websites, applications, dashboards, tools, software, APIs and any associated systems we make available to you.
"Project Terms" means the project brief, scope of work, specifications, rubric, instructions, rate, deadlines, responsiveness requirements and any other terms we make available to you for a particular Task or project, whether on the Platform, by email or otherwise.
"Source Data" means any data, datasets, documents, prompts, recordings, materials or other content we or a Client provide or make accessible to you for the purpose of a Task.
"Task" means any unit of work, project, assignment or service that you choose to perform for the Company or a Client through the Platform.
"UK GDPR" means the retained EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018, together with the Data Protection Act 2018.
Headings are for convenience only and are ignored in interpretation. "Including", "include" and "in particular" are without limitation. A reference to a statute includes subordinate legislation and any amendment or replacement of it. Words in the singular include the plural and vice versa.
2. Eligibility and acceptance
2.1 To register or perform Tasks you must be at least 18 years old (or the age of legal majority in your jurisdiction, if higher) and have full legal capacity to enter into these Terms.
2.2 You must be legally entitled to perform the Tasks and to receive payment in your country of residence, and to provide your services there on a self-employed basis.
2.3 Right to work and immigration. You will comply with the Immigration, Asylum and Nationality Act 2006 and any equivalent legislation, regulations or codes of practice in your jurisdiction concerning the right to work, illegal working and the engagement of foreign workers. You will provide, on request, evidence of your right to perform the Tasks.
2.4 Sanctions. You represent and warrant that you, and any financial institution you use, are not subject to, owned or controlled by any party subject to, sanctions or trade restrictions administered by the United Nations, the United Kingdom (including the Office of Financial Sanctions Implementation), the United States, the European Union or any other applicable authority, and that you are not located in a sanctioned or embargoed territory.
2.5 By accepting these Terms you also agree to any Project Terms, community guidelines, security policies, privacy policy and other rules we make available, all of which are incorporated by reference. If a Project Term conflicts with these Terms, the Project Term governs for that Task only.
3. Your account and verification
3.1 Registration. You must register for and maintain an active account, providing accurate, complete and current information and keeping it up to date, including your declared country of residence.
3.2 One account. You may hold only one account. If your account is suspended, terminated or banned, you may not open another without our prior written permission.
3.3 Verification and credentialing. Because we serve regulated life-science buyers, we may require, and you consent to, verification of your identity, qualifications, professional registration and experience, and to background checking to the extent permitted by applicable law. This may include checks against professional registers and databases (for example medical or pharmacy registers), academic identifiers (for example ORCID, Google Scholar, published works), right-to-work and sanctions screening, and skills testing. You authorise us and our service providers to carry out such checks and to process the resulting data for these purposes. We may refuse, suspend or remove access if you fail or refuse verification or if any information proves inaccurate.
3.4 Security. You are responsible for all activity under your account. Keep your credentials confidential and do not share, sell, transfer or allow anyone else to use your account. Notify us immediately of any actual or suspected unauthorised use. We may require multi-factor authentication and other security controls.
3.5 Integrity controls. You acknowledge that we operate fraud, location and device-integrity controls (including VPN, proxy and duplicate-account detection). You agree not to circumvent or attempt to circumvent them.
4. Licence to use the Platform
4.1 Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform solely to perform Tasks. All rights not expressly granted are reserved.
4.2 Company materials. Where we or a Client provide you with Source Data, materials, tools, software, specifications, rubrics, instructions or other items ("Company Materials"), we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use them solely to perform the relevant Task. As between you and us, all Company Materials, Source Data, the Platform, and all Intellectual Property Rights in them belong to us, our Clients or our licensors. Our names, logos and marks (including "Grayde", "Grayde.ai", "The Specialist Network" and "Behind better life science AI") are our property and may not be used without our prior written consent.
4.3 Restrictions. You must not (and must not attempt to, or assist anyone else to): copy, modify, create derivative works of, distribute, sell, licence, rent or commercially exploit the Platform, Source Data or Company Materials except as needed to perform a Task; reverse engineer, decompile or disassemble any software; scrape, harvest, cache or bulk-extract data; circumvent access controls or security; or interfere with the integrity or performance of the Platform.
5. Independent contractor status
5.1 Independent contractor. You provide your services as an independent self-employed contractor carrying on your own business, and the Company and its Affiliates are clients or customers of that business. Nothing in these Terms or any Project Terms creates a relationship of employer and employee, worker and employer, agency worker, principal and agent, partnership, joint venture or franchise. For the avoidance of doubt, you are not an employee or worker of the Company or any Affiliate as defined in the Employment Rights Act 1996, the Working Time Regulations 1998, the Equality Act 2010 or any other applicable legislation.
5.2 No mutuality of obligation. We are not obliged to offer you any Task, and you are not obliged to accept or perform any Task we offer. There is no guaranteed volume, continuity or duration of work. Acceptance of one Task creates no expectation of any further Task. This Agreement comes into effect for a given Task only when you accept that Task.
5.3 Control over how you work. You decide how you perform any Task you accept, subject only to the specifications, quality standards, security requirements, responsiveness requirements and deadlines in the applicable Project Terms; we do not direct or supervise the manner in which you work beyond setting the required outcome and standards. However, for security, data-protection and sanctions-compliance reasons, you must perform all Tasks only from within the country of residence you declared at registration. You must not perform Tasks from, or access the Platform or any Source Data from, any other country, and must not use any VPN, proxy or other means to misrepresent your location. You must notify us and obtain our prior written approval before performing any Task from, or relocating to, any other country.
5.4 Freedom to work for others. You are free to provide services to any other person, including our competitors, provided you comply with your confidentiality, conflict-of-interest, data-use and non-circumvention obligations under these Terms and do not let it impair your performance of any accepted Task.
5.5 No substitution. You must perform all Tasks personally. You may not subcontract, delegate, assign or substitute the performance of any Task, or any part of it, to any other person or entity.
5.6 No authority; no benefits. You have no authority to incur expenditure in our name, to bind the Company, or to make any representation on its behalf, and must not hold yourself out as our employee, worker, agency worker, associate, partner or agent. You are not entitled to any employee or worker benefits, including paid holiday, sick pay, pension contributions, notice or redundancy. You are not covered by any workers' compensation or other insurance we provide to our employees, and you expressly waive any such coverage; you are not eligible for unemployment or other state benefits by virtue of your relationship with us.
5.7 Your responsibility for classification. You are responsible for your own classification and for complying with all labour, self-employment, licensing and business-registration requirements applicable to you.
6. Tasks, specifications and quality
6.1 How work is offered. We may make Tasks available to you on the Platform with applicable Project Terms. You choose which Tasks to accept. We may set eligibility criteria for particular Tasks. You are not eligible for payment for any work performed without proper authorisation through the Platform.
6.2 Standard of performance. You will perform each accepted Task with reasonable skill, care and diligence, to the standard of a suitably qualified professional, and strictly in accordance with the applicable Project Terms, rubric and specifications.
6.3 Responsiveness and delays. You will respond to project communications within the time stated in the applicable Project Terms or, if none is stated, within a reasonable time. You will notify us promptly of any anticipated delay or any inability to meet a deadline or quality requirement.
6.4 Acceptance, rejection and rectification. We may review, test, audit and verify your Deliverables. We may reject, require correction of, or refuse to accept Deliverables that do not meet the specifications or quality standards. If a defect is found, you will, at your own cost, promptly rectify it and take steps to prevent recurrence. Repeated or serious failure to meet standards is a breach of these Terms.
6.5 No unauthorised automation. Unless a Project Term expressly permits it, you must not use any large language model, generative AI tool, machine-translation engine, bot, automation or third party to produce, generate or substitute for your Deliverables. All Deliverables must be your own genuine human work. Breach of this clause is a material breach and may result in non-payment, clawback and a ban.
6.6 Conflicts of interest. You must not accept a Task that would or might create a conflict of interest, and must disclose to us any actual or potential conflict before accepting or as soon as it arises.
7. Your obligations and acceptable use
You agree that you will:
7.1 comply with all applicable laws, including the laws of England and Wales and the laws of your own jurisdiction, and with all Project Terms, security policies and instructions;
7.2 provide and maintain, at your own cost, the equipment, software, devices, licences and internet access needed to perform Tasks; we do not reimburse expenses unless a Project Term says so;
7.3 keep your professional registrations, qualifications and credentials accurate, current and in good standing, and notify us promptly if any lapses, is suspended or is withdrawn;
7.4 notify us promptly if you are arrested, charged with, or convicted of any criminal offence that could reasonably affect your suitability to perform Tasks or your professional standing;
7.5 comply with all health-and-safety requirements applicable to your work, including the Health and Safety at Work etc. Act 1974 (or its equivalent in your jurisdiction) so far as relevant;
7.6 take reasonable steps to ensure there is no slavery, servitude, forced or compulsory labour or human trafficking in connection with your services, consistent with the Modern Slavery Act 2015 and equivalent laws;
7.7 not create or use more than one account, share account access, or allow another person to perform Tasks under your account;
7.8 not use a VPN, proxy, location-spoofing or other technique to misrepresent your identity, location or eligibility;
7.9 not collude with other specialists, manipulate quality or fraud-detection systems, submit duplicate, plagiarised, fabricated or low-effort work, or otherwise act dishonestly;
7.10 not introduce malware, attempt to gain unauthorised access, or compromise the security or integrity of the Platform, Company Materials, Source Data or any Client system;
7.11 not remove, copy, store, transmit or retain any Source Data, Company Materials, Client data or Confidential Information except as strictly necessary to perform a Task within the approved environment; and
7.12 cooperate with reasonable audits, investigations and security requirements of the Company and its Clients.
8. Fees, payment and tax
8.1 Rates. Your fee for a Task is as set out in the applicable Project Terms or rate notified to you when you accept the Task, is fixed for that Task, and is inclusive of all your costs, charges and applicable taxes.
8.2 Payment for accepted work only. We pay only for Deliverables that we accept as meeting the specifications. We do not pay for Deliverables that are rejected, incomplete, late, fabricated, plagiarised, produced in breach of clause 6.5, or otherwise not accepted. Where a Task is not completed in full or on time, we may, at our discretion, make a partial payment reflecting accepted work already provided; any such partial payment is in full and final settlement of all sums due for that Task. We make no payment for any period in which you perform no Tasks.
8.3 Payment timing, method and currency. Payment timing, payment method, invoicing and purchase-order procedures, and the currency of payment are as set out in the applicable Project Terms or as notified on the Platform, and may change from time to time at our discretion. You must follow the payment and invoicing process we specify; failure to do so may delay your payment. Payment must be made to a financial account in your own name. You bear all payment-provider, transfer and access fees, and all currency-conversion costs and exchange-rate fluctuations; we are not responsible for these or for third-party payment delays.
8.4 Withholding, set-off, clawback and refund. We may, acting reasonably, withhold, suspend, reduce, set off against any sums owed to you, or recover (including by clawback or by demanding a refund within 7 days of request) any payment where: (a) Deliverables are rejected or fail audit or quality review; (b) we are investigating suspected breach, fraud or misconduct; (c) you are in breach of these Terms; or (d) we are entitled to do so by law. Pending investigation, we may suspend payment of disputed amounts.
8.5 Taxes. Fees are exclusive of any tax we are obliged to add. You are solely responsible for declaring and paying all income tax, national insurance or social-security contributions, VAT/GST and any other taxes due on your fees, and for registering as self-employed and obtaining any licences required in your jurisdiction. We will not deduct tax at source except where required by law.
8.6 Status / off-payroll indemnity. If any tax authority (including HM Revenue & Customs) determines that you should be treated as an employee or worker, or that the off-payroll working rules (IR35) or any equivalent apply, you indemnify us against any resulting tax, national insurance, interest, penalties and reasonable costs, except to the extent caused by our breach of law.
9. Intellectual property, Work Product and data-use rights
9.1 Present assignment. In consideration of the opportunity to perform Tasks and of the fees payable, you assign to the Company with full title guarantee, by way of present and (so far as permitted by section 91 of the Copyright, Designs and Patents Act 1988) future assignment, all Intellectual Property Rights and all other right, title and interest, throughout the world and for their full term, in and to the Deliverables and Work Product, free of any claim or encumbrance. This assignment takes effect on creation of each item of Work Product. We may direct that any such rights vest in a Client instead, and you will give effect to that direction.
9.2 Moral rights. To the fullest extent permitted by law, you irrevocably and unconditionally waive all moral rights under the Copyright, Designs and Patents Act 1988 (and any equivalent rights anywhere in the world) in the Deliverables and Work Product, in favour of the Company, its Clients, Affiliates, successors, assignees and licensees.
9.3 Licence fallback. To the extent any right cannot be assigned or waived as a matter of law, you grant the Company an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sub-licensable licence (through multiple tiers) to use, reproduce, modify, adapt, create derivative works of, distribute, publish, display, perform and otherwise exploit the relevant material in any medium and for any purpose.
9.4 AI and product development rights. You acknowledge and expressly consent that the Company, its Affiliates and its Clients may use the Deliverables, Work Product and any Source Data, alone or together with third parties, for any purpose, including to develop, train, fine-tune, evaluate and improve artificial-intelligence and machine-learning models, datasets, benchmarks, tools, services and products, and to improve our operations. This consent is unconditional and survives termination.
9.5 Your restrictions on data use. You must not use any Source Data, Company Materials, Deliverables or Confidential Information for any purpose other than performing the relevant Task. In particular, you must not use, copy or retain them to train, fine-tune or develop any model, to build any dataset, translation memory or benchmark, to provide services to any other person, or for any other commercial or personal purpose.
9.6 No portfolio use. You must not use, display or refer to the Deliverables, any Task, any Source Data, or the identity of any Client as references, "public examples" or portfolio items, or in any marketing, without our prior written consent.
9.7 Further assurance and power of attorney. At our request and cost, both during and after the term, you will execute documents and do all acts reasonably necessary to perfect, record, maintain, protect or enforce the rights assigned or licensed under this clause 9. You irrevocably appoint the Company (and its duly authorised officers) as your attorney, by way of security and to secure its interest in the Work Product, to execute and do, in your name and on your behalf, any such document or act where you fail to do so within a reasonable time of being asked.
9.8 Your pre-existing materials. You must not incorporate any third-party or your own pre-existing materials into a Deliverable without our consent. If you do, you grant the Company a perpetual, irrevocable, worldwide, royalty-free, sub-licensable licence to use them as part of the Deliverable, and you warrant you have the right to grant it.
10. Confidentiality and non-disclosure
10.1 Definition. "Confidential Information" means all non-public information disclosed to or accessed or created by you in connection with the Platform or any Task, in any form and whether or not marked confidential, including: Source Data and Company Materials; Client data, datasets, models, prompts, rubrics and instructions; the existence, identity and requirements of Clients; the Deliverables and Work Product; pricing, methods, processes and know-how; security information; and the existence and terms of these Terms and of any Project Terms and discussions. Information disclosed orally is Confidential Information. Confidential Information includes information entrusted to us by Clients and other third parties in confidence.
10.2 Obligations. You will, during and after your relationship with us: (a) hold Confidential Information in strict confidence; (b) use it only to the extent necessary to perform Tasks for the benefit of the Company and its Clients; (c) not disclose it to any person without our prior written consent; (d) not copy, store, transmit or retain it except within the approved environment and as strictly necessary for a Task; (e) protect it with at least reasonable security measures; and (f) notify us promptly if you become aware of any actual or suspected unauthorised use, access or disclosure, and assist us in responding.
10.3 Permitted disclosures. Clauses 10.1–10.2 do not apply to information that is or becomes public through no fault of yours, that you lawfully held free of any confidentiality obligation before disclosure to you, or that you independently develop without use of Confidential Information.
10.4 Required and protected disclosures. Nothing in these Terms prevents you from making a disclosure required by law, court order or regulator (by giving us prompt prior notice where lawful), nor from making a protected disclosure under the Public Interest Disclosure Act 1998, reporting wrongdoing to a regulator or law-enforcement body, or cooperating with a lawful investigation.
10.5 Inside information and market abuse. You acknowledge that Confidential Information may include price-sensitive or inside information relating to Clients or other companies (for example unpublished clinical-trial results, regulatory submissions or product pipelines). You must not use any such information to deal, or encourage another to deal, in any securities, nor disclose it improperly, and you will comply with the Criminal Justice Act 1993, the Market Abuse Regulation and all equivalent laws.
10.6 Return and deletion. On completion or delivery of a Task, on termination, or at our request at any time, you will promptly (and in any event within 7 days) return or, at our option, irretrievably delete all Confidential Information, Source Data and Company Materials in your possession or control (including local and cloud copies), and certify deletion in writing if asked.
10.7 Remedies. You acknowledge that damages alone may be an inadequate remedy for breach of this clause 10 and that we may seek injunctive or other equitable relief in addition to any other remedy.
11. Data protection
11.1 Roles and instructions. Where you handle personal data within Source Data, Company Materials or Client datasets, you do so only on, and strictly in accordance with, our and the relevant Client's documented instructions. You will not determine the purposes or means of processing such personal data, and you will comply with all applicable Data Protection Laws when handling it.
11.2 Your obligations. You will: (a) process such personal data only as needed to perform the Task and only within the approved environment; (b) not copy, export, retain or transmit it outside that environment; (c) not attempt to re-identify any de-identified or pseudonymised data; (d) apply appropriate technical and organisational security measures; (e) notify us without undue delay (and in any event within 24 hours) of any actual or suspected personal-data breach or loss; and (f) assist us in complying with applicable Data Protection Laws, including data-subject requests and security obligations.
11.3 Scope limits. You must not knowingly process special-category or health data, or any Protected Health Information, unless the relevant Project Terms expressly authorise it and you follow the additional controls specified there.
11.4 Your own personal data and international transfers. Our processing of your personal data (for registration, verification, payment, fraud prevention, communications and administration) is described in our Specialist Privacy Notice at https://grayder.ai/privacy, which forms part of these Terms. You consent to our transfer of your personal data to our Affiliates, Clients and service providers, including outside the UK and the EEA, subject to appropriate safeguards under applicable Data Protection Laws (such as the UK International Data Transfer Agreement or the EU Standard Contractual Clauses).
11.5 Multi-jurisdiction compliance. Where personal data originates from or relates to individuals in the EU/EEA, the United Kingdom, the United States, India, the Philippines or any other territory, you will comply with the Data Protection Laws of that territory to the extent they apply to your processing, and with any additional controls we or the relevant Client specify. These Terms are supplemented by our processing instructions and, where applicable, a separate data processing agreement; if there is any conflict on data-protection matters, that data processing agreement prevails.
12. Non-circumvention and non-solicitation
12.1 No circumvention. You must not, during your relationship with us and for 24 months afterwards, directly or indirectly solicit, contact, transact with, deal with, or provide services to any Client for whom you performed Tasks, or about whom you received Confidential Information, during your relationship with us (or any person introduced to you through the Platform) in relation to work of the kind offered through the Platform, otherwise than through the Company. You must not contact or attempt to contact any such Client without our prior written approval.
12.2 No solicitation of specialists or staff. You must not, during your relationship with us and for 24 months afterwards, solicit or entice away any other specialist, employee, contractor or representative of the Company or its Affiliates for any competing purpose.
12.3 You acknowledge that each restriction in this clause 12 is reasonable and necessary to protect the Company's Confidential Information, Client relationships and other legitimate business interests. Each restriction is a separate and severable obligation. If any restriction is found to be unenforceable but would be enforceable if part of it were deleted or its period or scope reduced, it applies with such modification as is necessary to make it valid and enforceable. As separate and independent alternatives, the period of 24 months in clauses 12.1 and 12.2 also takes effect as 18 months, as 12 months, and as 6 months.
13. Your warranties
You represent and warrant that: (a) all information you provide (including credentials and qualifications) is true, accurate and complete; (b) the Deliverables are your own original work and, except as permitted under clause 9.8, do not infringe any third party's rights; (c) you have the right and capacity to enter into and perform these Terms, and doing so does not conflict with any obligation you owe to any third party; (d) you will comply with all applicable laws; and (e) you are eligible under clause 2.
14. Disclaimers
14.1 The Platform, Source Data and Company Materials are provided "as is" and "as available". To the fullest extent permitted by law, we exclude all implied terms, warranties and conditions, including as to satisfactory quality, fitness for purpose, accuracy, completeness, availability and non-infringement, including as to the accuracy or completeness of any Confidential Information.
14.2 We do not warrant that the Platform will be uninterrupted, error-free or secure, and we do not guarantee any amount, frequency, continuity or duration of Tasks or income.
14.3 Nothing in these Terms excludes any term that cannot lawfully be excluded.
15. Indemnity
You will indemnify and hold harmless the Company and its Affiliates (and their officers, directors, employees, agents and representatives) against all losses, liabilities, damages, claims, costs and expenses (including reasonable legal costs) arising out of or in connection with: (a) your breach of these Terms or any Project Terms; (b) your infringement or misappropriation of any third party's Intellectual Property Rights or other rights; (c) your breach of confidentiality, data-use or data-protection obligations; (d) your negligence, fraud or wilful misconduct; (e) any reclassification of your status under clause 8.6; or (f) any third-party claim arising from your acts or omissions.
16. Limitation of liability
16.1 Liability we do not exclude. Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.
16.2 Exclusions. Subject to clause 16.1, we are not liable to you for any: loss of profit, revenue, business, goodwill, opportunity, anticipated savings or data; or any indirect, special or consequential loss, in each case however arising and whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable.
16.3 Cap. Subject to clause 16.1, our total aggregate liability to you arising out of or in connection with these Terms and your use of the Platform is limited to the greater of (a) the total fees we paid you in the 12 months immediately before the event giving rise to the claim, and (b) $100.
16.4 Clients and Affiliates. Our Clients, Affiliates, licensors and suppliers have no liability to you of any kind under these Terms.
17. Suspension, termination, ban and account deletion
17.1 Our rights. We may, at any time, at our sole discretion, with or without cause and without prior notice, and with immediate effect: suspend, restrict, deactivate, terminate, ban or permanently delete your account; remove you from any Task, project or our list of approved specialists; withdraw your access to the Platform, Source Data and Company Materials; and end these Terms. We are not obliged to give reasons. Removal from our list of approved specialists automatically terminates these Terms on the date of removal.
17.2 Your right to stop. You may stop using the Platform and close your account at any time. You will complete or hand back any accepted Task that is in progress, and return or delete materials under clause 10.6. Stopping does not relieve you of obligations that have accrued or that survive termination.
17.3 Effect of termination. On termination or account deletion: your licences and right to use the Platform end immediately; you may lose access to your account and its contents; you must comply with clause 10.6; and we will pay you for Tasks already accepted and validated up to termination, subject to clause 8 (including our rights to withhold, set off and claw back for breach, fraud or rejected work).
17.4 Survival. Clauses 1, 5, 8.4–8.6, 9, 10, 11, 12, 13, 15, 16, 17.3, 17.4, 18, 19 and 20 survive termination, together with any other provision that by its nature is intended to survive.
18. Dispute resolution, governing law and jurisdiction
18.1 Governing law. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation, are governed by and construed in accordance with the law of England and Wales.
18.2 Informal resolution. Before commencing arbitration, the parties will attempt in good faith to resolve any dispute informally within 30 days of written notice of the dispute. This does not prevent either party from seeking urgent injunctive or other interim relief.
18.3 Arbitration. Subject to clause 19.4, any dispute, controversy or claim arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, that is not resolved under clause 19.2 will be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed incorporated by reference. The tribunal will consist of one arbitrator; the seat of arbitration is London, England; the language is English; and the arbitration and its existence, proceedings, evidence and award are confidential.
18.4 Exceptions to arbitration. Nothing in clause 19.3 prevents the Company from: (a) seeking injunctive, interim or other equitable relief in any court of competent jurisdiction; or (b) bringing proceedings in any court of competent jurisdiction for breach of clauses 9, 10, 11 or 12 (intellectual property, confidentiality, data protection and non-circumvention) or for recovery of any sum due. Any award may be enforced in any court of competent jurisdiction.
19. General
19.1 Entire agreement. These Terms, together with the Project Terms, the Specialist Privacy Notice and any policies we incorporate, are the entire agreement between you and us about their subject matter and supersede all prior arrangements. You acknowledge you have not relied on any representation not set out in them (but nothing limits liability for fraud).
19.2 Assignment. You may not assign, transfer, charge or sub-contract any of your rights or obligations without our prior written consent; any purported assignment without consent is void. We may assign, transfer, novate or sub-contract any of our rights or obligations to any Affiliate or successor without your consent.
19.3 Third-party rights. Our Affiliates (including our parent company in India), Clients and licensors may enforce clauses 9, 10, 11, 12 and 16 under the Contracts (Rights of Third Parties) Act 1999. Otherwise, a person who is not a party has no rights under that Act to enforce these Terms. The parties may vary or rescind these Terms without the consent of any third party.
19.4 Variation. We may amend these Terms or any Project Terms at any time. We will make the current version available on the Platform. If you do not agree to a change, your remedy is to stop using the Platform and close your account. Your continued use, or acceptance of any Task, after a change takes effect constitutes acceptance of the amended Terms.
19.5 No waiver. No failure or delay in exercising any right is a waiver of it, and no single or partial exercise prevents further exercise. Waivers must be in writing.
19.6 Remedies. You acknowledge that breach of these Terms may cause us irreparable harm for which damages are an inadequate remedy, and that we may seek injunctive relief or specific performance in addition to any other remedy at law or in equity.
19.7 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.
19.8 Notices. We may give notices by email to the address on your account or by posting on the Platform; such notices are deemed received when sent or posted. You must send legal notices to us at legal@grayde.ai. Legal notices are only accepted via email.
19.9 Electronic acceptance. You agree that clicking to accept, or using the Platform, has the same legal effect as a signature, and that these Terms (and assignments under clause 9) may be accepted and effected electronically, including via electronic-signature tools.
19.10 Language. These Terms are in English, which prevails over any translation.
20. How to accept
By creating an account, ticking the acceptance box, or accessing the Platform or performing any Task, you confirm that you have read and agree to these Terms.
Milestone Localization (UK) Limited, trading as
Grayde.ai
Registered in England and Wales, company number 13815521
Registered office: Corner Oak, 1 Homer Road, Solihull, United Kingdom,
B91 3QG
Contact: legal@grayde.ai