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Terms of Service

Last Updated: Sept 2026

1. Definitions and Interpretation

1.1 In this Agreement, the following definitions and rules of interpretation apply:

  • “Acceptable Use Policy” or “AUP”: the TensorX Acceptable Use Policy available at tensorx.ai/acceptable-use, as updated from time to time in accordance with this Agreement.
  • “Affiliate”: in relation to a party, any entity that directly or indirectly controls, is controlled by or is under common control with that party, where “control” means the beneficial ownership of more than 50% of the issued share capital or the legal power to direct the general management of the entity in question.
  • “Agreement”: these TensorX Terms of Service, the Order Form(s), the appendices and/or schedules to Terms of Service and/or Order Form, and the Linked Documents, together with any ancillary documents incorporated by reference herein.
  • “Authorised User”: any individual authorised by the Customer to access and use the Services under the Customer Account.
  • “Business Day”: a day other than a Saturday, Sunday or public holiday in Ireland on which banks in Dublin are open for business.
  • “Business Hours”: Monday to Friday, 09:00 to 18:00 Irish Standard Time (IST/GMT), excluding Irish public holidays.
  • “Dedicated Capacity”: a predefined volume of Services (for example a number of tokens or requests per day or per month) that the Customer has agreed to purchase and TensorX has agreed to provide, as specified in an Order Form.
  • “Confidential Information”: any information (including any Customer API Data processed in connection with the use of the Services) regardless of its medium or nature, disclosed by one Party to the other Party under the Contract, which is identified as confidential by means of a specific marking or where the context and/or content reasonably suggests that it is confidential and/or the disclosure of which would cause prejudice to said Party, particularly of a financial, strategic, or reputational nature.
  • “Customer”: any legal entity or natural person acting in the course of a profession or business who creates a Customer Account, signs the Order Form and/or uses the Service, and shall also include reference to “you” and “your”.
  • “Customer Account”: the account created by the Customer to access the Services, including billing records, usage Statistics and access credentials.
  • “Customer API Data” means all data (including input and output data within the scope of the Services), information, images, audio, videos, objects, files, tools, and all other items that are saved, hosted, stored, operated, used, disclosed or distributed by the Customer via the Services.
  • “Customer Data”: means any information relating to an identified or identifiable natural person (or, where the Customer is a legal entity, its representative(s)), in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that person, which may be communicated or made available in connection with the conclusion and performance of the Agreement.
  • “Data Protection Legislation”: (a) the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”); (b) the Irish Data Protection Acts 1988 to 2018; (c) the ePrivacy Directive 2002/58/EC (as amended) and any implementing regulations; and (d) any successor or replacement legislation and any applicable codes of practice or guidance issued from time to time by a relevant supervisory authority, in each case as amended, re-enacted or replaced from time to time.
  • “Documentation”: the technical documentation, API references and guides made available by TensorX at docs.tensorx.ai, as updated from time to time.
  • “DPA”: the TensorX Data Processing Agreement available at tensorx.ai/dpa, incorporated into this Agreement by reference.
  • “Effective Date”: the date on which the Customer executes the first Order Form referencing this Agreement, or creates a Customer Account.
  • “Fees” or “Service Fees”: the fees and charges payable by the Customer for the Services, as set out in the applicable Order Form or, where no Order Form applies, on the TensorX Pricing Page.
  • “Initial Term”: the initial term of this Agreement as set out in the applicable Order Form.
  • “Intellectual Property Rights”: all intellectual property rights of any nature, whether registered or unregistered, including patents, copyright and related rights, database rights, trade marks, trade names, design rights, rights in know-how, trade secrets and confidential information, rights in software and source code, and all other intellectual and industrial property rights, in each case whether subsisting now or in the future and including all applications for, and renewals or extensions of, such rights.
  • “Linked Documents”: the documents incorporated into this Agreement by reference.
  • “Order Form”: a written or electronic ordering document executed by both parties specifying the Services to be provided, the applicable Fees, any Dedicated Capacity and any other agreed terms, which on execution forms part of this Agreement.
  • “Personal Data”: has the meaning given in the GDPR and applicable Irish Data Protection Legislation.
  • “Platform”: the TensorX platform, API, inference endpoints and related infrastructure from which TensorX makes the Services available.
  • “Pricing Page”: pricing information available on https://tensorx.ai/pricing/
  • “Renewal Term”: each renewal period described in clause 13.
  • “Services”: access to the TensorX API, inference endpoints and related Platform features made available to the Customer under this Agreement, as further described in the Documentation and the applicable Order Form(s).
  • “Site”: the TensorX website at tensorx.ai.
  • “SLA”: the Service Level Agreement available on the Website for the on-demand Customers, and the SLA attached to the Order Form for Dedicated Capacity Customers.
  • “Statistics”: the automated records of the Customer’s usage of the Services, including token counts, request counts and billing data, available in the Customer Account.
  • “Term”: the Initial Term together with any subsequent Renewal Term(s).
  • “Third-Party Services”: AI models, components or services operated by third parties that are made available to, accessed by or routed for the Customer through the Platform.
  • “Trial Period”: any period during which TensorX provides the Customer with access to the Services free of charge for evaluation purposes.
  • “Virus”: any code, file, program or device that may prevent, impair or otherwise adversely affect the operation of any software, hardware or network, or access to or the operation of any program or data, including worms, ransomware, time or logic bombs, trojan horses and other similar things or devices.

1.2 Clause and paragraph headings shall not affect interpretation. A person includes an individual, a body corporate or an unincorporated body (whether or not having separate legal personality). Words in the singular include the plural and vice versa. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate legislation made under it. A reference to writing or written includes email.

1.3 In the event of any conflict or inconsistency between the documents making up this Agreement, the following order of precedence shall apply: (a) the applicable Order Form; (b) the Data Processing Agreement, solely in relation to the Processing of Personal Data; (c) these Terms of Service; (d) the Appendices; and (e) the Linked Documents.

2. Services

2.1 Subject to the terms and conditions of this Agreement, TensorX grants the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to access and use (and to permit Authorised Users to access and use) the Services during the duration of the Agreement. The Services may be provided on an On-Demand basis or as Dedicated Capacity Services, as applicable. Where the Customer purchases Dedicated Capacity Services, the applicable Order Form shall specify the Services, Dedicated Capacity and associated Fees.

2.2 To access the Services the Customer must create a Customer Account, execute an Order Form, where applicable, and agree to the Agreement.

2.3 This Agreement does not grant either party any rights, implied or otherwise, in the other party’s Intellectual Property except as expressly set out herein.

2.4 On-demand Services. For Services provided on an on-demand basis, TensorX reserves the right to limit or decline to provide the Services where capacity constraints or technical limitations prevent adequate provision, and shall not be liable for any failure or delay in providing the Services due to such constraints.

2.5 TensorX obligations. TensorX shall:

  • 2.5.1 provide the Customer with access to the Services in accordance with this Agreement;
  • 2.5.2 use commercially reasonable efforts to maintain the availability and performance of the Services;
  • 2.5.3 use Customer Data and Customer API Data solely for the purposes of providing the Services under this Agreement; and
  • 2.5.4 provide technical support in accordance with clause 7 and the applicable SLA.

2.6 TensorX rights. TensorX may:

  • 2.6.1 set and adjust rate limits, quotas and usage thresholds for the Services;
  • 2.6.2 carry out planned maintenance that results in temporary service interruptions, subject to the advance notice set out in the applicable SLA;
  • 2.6.3 engage sub-processors and third-party providers to deliver the Services, while remaining responsible for their compliance with this Agreement; and
  • 2.6.4 update, modify or discontinue any feature or model available through the Services, subject to reasonable advance notice to the Customer.

2.7 Additional or amended Services may be agreed by the Dedicated Volume Customers and TensorX in a new Order Form. Once agreed, each Order Form shall form part of this Agreement.

3. Customer Obligations

3.1 The Customer is solely responsible for all activities conducted under its Customer Account, including the activities of its Authorised Users and any third parties to whom it grants access, as though they were its own acts and omissions. The Customer shall use all reasonable endeavours to prevent unauthorised access to or use of the Services and shall promptly notify TensorX of any suspected unauthorised access or security incident.

3.2 The Customer shall:

  • 3.2.1 pay all Fees in accordance with this Agreement and the applicable Order Form or Pricing Page, as applicable;
  • 3.2.2 comply with all applicable laws and regulations, the Documentation and the AUP in connection with its use of the Services;
  • 3.2.3 maintain the security of its account credentials and prevent unauthorised access, ensuring that credentials are not shared between Authorised Users;
  • 3.2.4 manage Authorised User access and promptly revoke access when it is no longer required;
  • 3.2.5 notify TensorX promptly of any technical problems or suspected security incidents relating to the Services, and of any material change to its details within seven (7) calendar days;
  • 3.2.6 maintain its own internet connectivity, TensorX not being responsible for the performance or availability of the Customer’s internet connection or third-party network infrastructure; and
  • 3.2.7 cooperate fully with TensorX in the investigation and remediation of any security incident arising from the Customer’s acts or omissions.

3.3 The Customer shall not, and shall ensure that its Authorised Users do not:

  • 3.3.1 reverse engineer, decompile or disassemble the Services, or attempt to extract or derive the source code, model weights or training data of any model made available through the Services;
  • 3.3.2 circumvent or attempt to circumvent any billing, rate-limiting, security or access control mechanism;
  • 3.3.3 access, store, distribute or transmit any Virus or any unlawful, harmful, infringing or otherwise objectionable material through the Services;
  • 3.3.4 use the Services to build a product or service that competes with the Services, or to train or fine-tune a competing AI model; or
  • 3.3.5 use the Services in any manner that breaches the Agreement or any applicable law.

3.4 The Customer acknowledges that it is solely responsible for ensuring that its use (and the use of its Authorised Users) of the Services complies with this clause 3, and for the content, legality and use of the Customer API Data submitted through the Services.

4. Fees and Payment

4.1 Fees applicable to the Services shall be those:

  • 4.1.1 set out in the applicable Order Form for Dedicated Capacity Services; or
  • 4.1.2 published on the Pricing Page for On-Demand Services,

unless otherwise agreed in writing by the Parties.

All fees are exclusive of VAT, applicable taxes, duties and similar governmental charges, which shall be payable by the Customer unless otherwise required by applicable law.

4.2 Each party is responsible for its own taxes as required by applicable law. Where TensorX is legally required to collect taxes, such amounts will be invoiced to and paid by the Customer. The Customer shall pay all Fees in full without set-off or counterclaim.

4.3 On-Demand Services

  • 4.3.1 Customers using On-Demand Services must maintain a positive account balance through the purchase of prepaid credits.
  • 4.3.2 Prepaid credits may be purchased using the payment methods made available by TensorX through the Platform. Customers may, at their option, enable automatic top-ups, in which case the nominated payment method will be charged automatically in accordance with the Customer’s selected settings. If an automatic top-up payment fails, no further credits will be applied until a successful payment is received.
  • 4.3.3 Usage of On-Demand Services shall be measured in accordance with the applicable Pricing Page and deducted from the Customer’s available prepaid credit balance in real time as requests are processed.
  • 4.3.4 If the Customer’s prepaid balance is exhausted, access to the On-Demand Services may be suspended until additional prepaid credits are purchased.
  • 4.3.5 A top-up is refundable only if none of the prepaid credits purchased as part of that top-up have been used. Once any portion of a top-up has been consumed, the remaining balance of that top-up is non-refundable.

4.4 Dedicated Capacity Services

  • 4.4.1 Fees for Dedicated Capacity Services shall be set out in the applicable Order Form.
  • 4.4.2 Dedicated Capacity Fees are payable monthly in advance and are based on the dedicated GPU capacity reserved for the Customer, irrespective of the Customer’s actual utilisation of that capacity.
  • 4.4.3 The first invoice shall be issued on the date specified in the applicable Order Form or, if no date is specified, on the Effective Date. Unless otherwise specified in the applicable Order Form, TensorX will issue invoices on or about the twentieth (20th) day of each calendar month for the following month’s Services. Payment must be received before the commencement of the applicable service month.
  • 4.4.4 Failure to pay an invoice by the applicable due date shall result in suspension of the relevant Dedicated Capacity Services until all outstanding amounts have been paid.

4.5 The billing period is monthly. Invoices shall be made available electronically. For On-Demand Services, invoices will be accessible through the Customer’s account. For Dedicated Capacity Services, invoices may be delivered electronically by email or through any customer portal made available by TensorX.

4.6 Disputes. If the Customer disputes any invoice in good faith, it must notify TensorX in writing within seven (7) calendar days of receipt of the invoice, specifying the disputed amount and the basis for the dispute. The Customer shall pay all undisputed amounts by the due date, and the parties shall cooperate in good faith to resolve the dispute promptly.

4.7 Late payment. Without prejudice to any other right or remedy, overdue undisputed amounts shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower) from the due date until paid in full. If payment of undisputed Fees has not been received by the commencement of the applicable service month, TensorX shall suspend access to all or part of the Services until payment is made in full. TensorX shall not be liable for any unavailability of the Services or any resulting loss or damage arising from such suspension.

4.8 Fee changes. TensorX may amend the Pricing Page applicable to On-Demand Services from time to time. Any revised pricing shall apply only to usage occurring after the revised Pricing Page becomes effective. Updated rates will not apply to any Dedicated Capacity agreed in an existing Order Form during its term. Any discounts or promotional pricing are non-transferable and may be withdrawn by TensorX on reasonable notice.

5. Changes to the Agreement

5.1 The Customer acknowledges and accepts that the Services, including their Fees, characteristics and/or functionalities, as well as the contractual terms applicable to them, are liable to be modified over the course of the performance of the Agreement.

5.2 Where a modification is material and adversely affects the Customer, TensorX shall notify the Customer by any appropriate means at least one (1) month before the modification takes effect. The Customer may terminate the affected Service, without penalty or entitlement to compensation, by giving notice no later than one (1) month after receiving such notification. Where the affected Service is subject to a minimum commitment period, TensorX will waive any subscription fees that would otherwise have become payable for the remainder of that commitment period. No refund shall be due in respect of Services provided prior to the effective date of termination. If the Customer does not exercise its termination right within the applicable one (1) month period, the Customer will be deemed to have accepted the modification. This termination right shall not apply where the modification is required to comply with applicable law or a binding requirement of a regulatory, judicial or governmental authority.

6. Trial Period

6.1 TensorX may, at its sole discretion, provide the Customer with a Trial Period to evaluate the Services.

6.2 During the Trial Period the Services are provided on an “as is” basis with no support obligations, and the service levels in the applicable SLA do not apply. The Customer assumes all risks and costs associated with its use of the Services during the Trial Period.

6.3 Following the Trial Period, TensorX is not obliged to retain any Customer Data. The Customer’s sole remedy for any dissatisfaction during the Trial Period is to cease using the Services.

7. Support and Service Levels

7.1 TensorX provides technical support for issues relating to the Service operation via [email protected] during Business Hours.

7.2 Target response times for support requests are set out in applicable SLA. These are targets only and do not constitute binding commitments under this Agreement.

7.3 The Services are provided on a commercially reasonable efforts basis. TensorX does not guarantee any specific level of uptime, availability or response latency except where expressly agreed in an Order Form. The service levels, exclusions and remedies (if any) applicable to the Services are set out in applicable SLA.

7.4 Customers requiring enhanced support arrangements, including dedicated account management or guaranteed response times, should contact TensorX to agree a dedicated service arrangement in an Order Form.

8. Warranties and Disclaimers

8.1 Each party warrants that it has the full legal power and authority to enter into and perform its obligations under this Agreement.

8.2 The Customer warrants and represents that:

  • 8.2.1 all details it provides to TensorX are accurate and complete, and it will keep such information current throughout the duration of the Agreement;
  • 8.2.2 its use of the Services will not breach any agreement to which it is a party;
  • 8.2.3 it holds all rights, licences, consents and permissions required to submit Customer API Data to the Services and to grant TensorX the rights necessary to process such data under this Agreement;
  • 8.2.4 Customer API Data does not and will not infringe any third-party Intellectual Property Rights, privacy rights or other rights, and does not and will not violate the AUP or any applicable law; and
  • 8.2.5 it is not subject to any sanctions administered by the United Nations, the European Union, the Government of Ireland or any other applicable sanctions authority, and is not owned or controlled by any sanctioned party.

8.3 If the Customer has reasonable grounds to believe that any warranty in clause 8.2 may no longer be accurate, it shall immediately notify TensorX in writing.

8.4 Except as expressly provided in this Agreement, the Services are provided “as is” and “as available”. To the fullest extent permitted by law, TensorX disclaims all warranties, representations, conditions and other terms of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation.

8.5 TensorX does not warrant that: (a) the Services will meet the Customer’s specific requirements; (b) the Services will be available at any particular time; or (c) any output generated by AI models will be accurate, complete or suitable for any particular purpose. The Customer is solely responsible for evaluating the suitability of the Services and any model outputs for its intended use.

9. Data Protection

9.1 Each party shall comply with all applicable Data Protection Legislation in connection with its activities under this Agreement.

9.2 To the extent that TensorX processes Personal Data contained in Customer API Data on behalf of the Customer, the Customer is the controller and TensorX is the processor, and the parties shall comply with the DPA, which is incorporated into this Agreement by reference.

9.3 The Customer is responsible for ensuring that it has a lawful basis for processing any Personal Data submitted to the Services and for providing any required notices to data subjects.

9.4 Zero Data Retention. By default, TensorX does not store, log or retain Customer API Data (including input prompts and model outputs) beyond the time required to process each request. TensorX does not use Customer API Data to train, fine-tune or improve any AI models. Operational metadata (such as timestamps, token counts, request identifiers and status codes) may be retained for billing, security and operational purposes.

9.5 Where TensorX acts as an independent controller (for example for account registration and billing), it processes Customer Data in accordance with its Privacy Policy at tensorx.ai/privacy.

10. Intellectual Property Rights

10.1 TensorX and/or its licensors own all Intellectual Property Rights in the Services, the Platform and the Documentation (including any modifications, enhancements and derivatives). Except as expressly stated in this Agreement, nothing grants the Customer any right, title or interest in the Services or the Platform.

10.2 The Customer and/or its licensors retain all Intellectual Property Rights in Customer API Data. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer API Data. The Customer grants TensorX a non-exclusive, royalty-free licence to use, host, process and transmit Customer API Data during the duration of the Agreement solely to the extent necessary to provide the Services and perform its obligations under this Agreement.

10.3 As between the parties, the Customer owns the model outputs generated for it through the Services, to the extent such outputs are capable of ownership. The Customer is responsible for its use of model outputs.

10.4 TensorX may collect and use aggregated and anonymised usage data and operational metadata to operate, secure, improve and develop the Services. Such data shall not identify the Customer or any individual and shall not include Customer Data, Customer API Data or the Customer’s Confidential Information.

11. Indemnification

11.1 Customer indemnity. The Customer shall defend, indemnify and hold harmless TensorX and its Affiliates, officers, employees and agents from and against all third-party claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) the Customer Data, including any allegation that the Customer API Data infringes the Intellectual Property Rights or other rights of a third party or otherwise violates applicable law; (b) the Customer’s or any Authorised User’s use of the Services in breach of this Agreement, any Linked Document or applicable law; or (c) the Customer’s breach of this Agreement or any Linked Document.

11.2 TensorX indemnity. TensorX shall defend and indemnify the Customer against any third-party claim alleging that the TensorX Platform (excluding Third-Party Services and Customer API Data) infringes the Intellectual Property Rights of a third party, provided that the Customer promptly notifies TensorX of the claim, permits TensorX to control the defence and settlement, and cooperates reasonably with TensorX.

11.3 The indemnity in clause 11.2 does not apply to any claim arising from: (a) any modification of the Services by or on behalf of the Customer that was not authorised in writing by TensorX; (b) the use of the Services in combination with software, hardware or services not supplied or approved by TensorX, where the infringement would not have arisen but for such combination; (c) any Third-Party Service; (d) Customer Data or Customer API Data; or (e) use of the Services in breach of this Agreement.

11.4 The indemnity in clause 11.2 states the Customer’s sole and exclusive remedy, and TensorX’s entire liability, for any claim of infringement of Intellectual Property Rights.

12. Limitation of Liability

12.1 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, wilful misconduct or gross negligence; or for any other liability that cannot be limited or excluded under applicable law.

12.2 Subject to clauses 12.1 and 12.4, and to the maximum extent permitted by applicable law, neither party shall be liable to the other for any: (a) loss of profits; (b) loss of revenue; (c) loss of business or business opportunity; (d) loss of anticipated savings; (e) loss of goodwill or reputation; or (f) any indirect, incidental, consequential, special or punitive loss or damage, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if advised of the possibility of such losses.

12.3 Each party’s aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed:

  • 12.3.1 for On-Demand Services, the total Fees paid or payable by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim; and
  • 12.3.2 for Dedicated Capacity Services, the greater of: (a) the Fees paid or payable during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) the Fees payable during the first twelve (12) months of the applicable committed term.

12.4 The exclusions and limitations in clauses 12.2 and 12.3 shall not apply to:

  • (a) the Customer’s obligation to pay Fees;
  • (b) either party’s liability arising from fraud, fraudulent misrepresentation, gross negligence or wilful misconduct;
  • (c) the Customer’s indemnification obligations under Clause 11.1; or
  • (d) any liability that cannot lawfully be limited or excluded.

12.5 Except as expressly provided in this Agreement, the remedies set out in the applicable SLA including any applicable Service Credits, constitute the Customer’s sole and exclusive remedy for any failure by TensorX to achieve the applicable Service Levels.

13. Term and Termination

13.1 Term. The Agreement remains in force for as long as the Customer uses the Service or an Order Form is in progress.

  • 13.1.1 On-Demand Services — the Customer may terminate the Agreement at any time through the Customer Account (if applicable) or by contacting TensorX at [email protected]. Any unused Credits at the time of cancellation or termination of the Agreement are forfeited and will not be refunded.
  • 13.1.2 Dedicated Capacity Customers — This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated. Unless otherwise stated in an Order Form, each Order Form continues for its Initial Term and shall then automatically renew for successive Renewal Terms of twelve (12) months each, unless either party gives the other written notice of non-renewal at least thirty (30) calendar days before the end of the Initial Term or the then-current Renewal Term.

13.2 Termination for cause. Either party may terminate this Agreement immediately on written notice if the other party: (a) commits a material breach of this Agreement which, if capable of remedy, is not remedied within fourteen (14) calendar days of written notice; (b) commits fraud or wilful default; or (c) becomes insolvent, is unable to pay its debts, or is subject to any order, resolution or proceeding for its administration, liquidation, winding-up or dissolution (otherwise than for a solvent reorganisation).

13.3 Suspension. Without prejudice to its other rights, TensorX may suspend or limit the Customer’s access to the Services where: (a) the Customer fails to comply with the AUP; (b) the Customer breaches any warranty, representation or undertaking; (c) Fees are not paid when due; (d) a force majeure event occurs; (e) required by law, court order or governmental authority; (f) TensorX has reasonable grounds to suspect fraudulent activity on the Customer Account; or (g) of any other material breach. The Customer shall remain responsible for Fees during any period of suspension caused by its breach.

13.4 Effect of termination. On termination or expiry of this Agreement: (a) all rights and licences granted to the Customer shall immediately cease; (b) the Customer shall promptly pay all Fees outstanding up to the date of termination; and (c) each party shall, on request, return or destroy the other’s Confidential Information.

13.5 Data deletion. On termination, TensorX will delete or render inaccessible any Customer Data held on its systems within seventy-two (72) hours, subject to any legal retention obligations and clause 9.4.

13.6 Survival. Any provision that by its nature should survive termination shall survive, including clauses 1, 4, 8, 9, 10, 11, 12, 13, 14 and 17, together with any rights, remedies or liabilities of the parties that have accrued up to the date of termination.

14. Confidentiality

14.1 Each party (as “Receiving Party”) shall: (a) keep the other party’s (the “Disclosing Party’s”) Confidential Information confidential, using at least the same degree of care it uses for its own confidential information and in any event no less than reasonable care; (b) not disclose it to any third party without the Disclosing Party’s prior written consent, except as permitted in this clause 14; and (c) use it solely for the purposes of performing its obligations or exercising its rights under this Agreement.

14.2 Permitted disclosures. A Receiving Party may disclose Confidential Information: (a) to its employees, contractors and advisers who have a need to know and are bound by confidentiality obligations no less protective than those in this clause 14; and (b) where required by law, court order or a regulatory authority, provided that (where legally permitted) it gives the Disclosing Party prompt written notice and cooperates with any effort to obtain a protective order.

14.3 This clause 14 does not apply to information that the Receiving Party can demonstrate: (a) is or becomes public through no act or omission of the Receiving Party; (b) was received from a third party without restriction and without breach of any duty of confidentiality; (c) was independently developed without reference to the Disclosing Party’s Confidential Information; or (d) was already lawfully in the Receiving Party’s possession before disclosure.

14.4 The confidentiality obligations in this clause 14 shall survive termination of this Agreement for a period of three (3) years.

14.5 Publicity. Neither party shall issue any press release or public announcement relating to this Agreement without the other party’s prior written consent, except that TensorX may identify the Customer as a customer in its customer lists and promotional materials and shall cease such use at the Customer’s written request.

15. Force Majeure

15.1 Neither party shall be liable for any failure or delay in performing its obligations (other than an obligation to pay) caused by circumstances beyond its reasonable control, including natural disasters, acts of war, riot, civil commotion, pandemic or epidemic, governmental action, strikes or industrial disputes, or the failure of utilities, telecommunications or third-party infrastructure, provided that the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.

15.2 If a force majeure event continues for more than one (1) month, either party may terminate this Agreement on one (1) month’s written notice to the other. Force majeure shall not relieve the Customer of its obligation to pay any sum due.

16. Notices

16.1 For any exchange of information by email, the date and time recorded by TensorX’s systems shall constitute evidence of the relevant communication between the Parties. Such information shall be retained for the duration of the contractual relationship and thereafter for such period as is necessary to comply with applicable legal or regulatory requirements and to establish, exercise or defend legal claims. Subject to the other means of communication and recipients provided for in the Agreement, all notifications, formal notices and other communications provided for in the Agreement are deemed to have been validly delivered if they are addressed to:

  • To TensorX: By registered letter with acknowledgement of receipt to the following address: Support Service TensorX — TensorX Ltd, Unit 25, Classon House, Dundrum Business Park, Dublin 14, Ireland. Email: [email protected]. Legal notices must be in writing and signed by the authorised representative of the Customer.
  • To the Client: By registered letter with acknowledgement of receipt to the postal address associated with the Client Account or by e-mail.

16.2 The Customer is responsible for maintaining a current and valid email address on its Customer Account.

17. Restricted Jurisdictions

17.1 You may not access or use the Services if you are located in, or are citizen or resident of: (i) any jurisdiction subject to comprehensive sanctions or embargoes imposed by the United Nations, the United States (OFAC), the European Union or the United Kingdom (OFSI); or (ii) any jurisdiction identified by the Financial Action Task Force (FATF) as a High-Risk Jurisdiction subject to a Call for Action.

17.2 Location concealment prohibited. You must not use VPNs, proxies, anonymisers, spoofing tools, or similar methods to conceal or misrepresent location or identity or to bypass restrictions, pricing rules, or eligibility rules.

18. Miscellaneous

18.1 Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party. As an exception, TensorX may assign the Agreement, or any part thereof, to one of its Affiliates.

18.2 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings relating to its subject matter.

18.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while giving effect to the parties’ intention.

18.4 Waiver. A failure or delay in exercising any right or remedy shall not constitute a waiver of that or any other right or remedy.

18.5 No agency. Nothing in this Agreement creates any partnership, joint venture, agency, employment or franchise relationship between the parties.

18.6 Governing law and jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the laws of Ireland. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland.

TensorX Ltd
Unit 25, Classon House
Dundrum Business Park
Dublin 14, Ireland
Email: [email protected]