Service Privacy Policy

Each “Agreement” shall be formed of a signed SOW incorporating these Service Terms & Conditions.

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1. Description of Services: Human Made Machine shall provide to the Customer the services specified in the signed SOW (the “Services”), including its HMM Pro or HMM AI services as applicable. The precise scope of each study to be conducted as part of the Services (each, a “Study”) shall be described in the project details section of the SOW and/or any other subsequent amendments agreed between Human Made Machine and the Customer in accordance with section 21(f). Human Made Machine shall use reasonable endeavours to meet any expected delivery dates set out in the SOW, but these dates are estimates only. 

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2. Platform and Security: As part of the Services, the Customer may be provided access to Human Made Machine’s proprietary platform (the “Platform”) in order to access and view Results and/or AI Results (as defined in section 9).  

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3. Customer Obligations: In order to support the Study and Services, the Customer will provide all information and materials necessary to enable Human Made Machine to provide the Services and shall provide or manage the provision of: (a) the creative assets to be tested as part of each Study (the “Creatives”); and (b) the parameters and instructions for the testing of the Creatives, which may include target markets, campaign goals, segments, Customer research data and any other instructions or information reasonably required by Human Made Machine (the “Parameters”) each in accordance with any timeframes reasonably requested by Human Made Machine or specified in the SOW.

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4. Creatives: Human Made Machine will accept raw Creatives (e.g. HTML, JavaScript, CSS, images and videos) or ad tags (e.g.  JavaScript, HTML, iFrame, or VAST tags) (“Tags”). If the Tags contained in any Creatives are altered before approval of the Survey by the Customer in accordance with section 6, the Customer shall inform Human Made Machine as soon as possible. If an alteration to the Tags happens at any time after Survey Approval (as defined in section 6), Human Made Machine shall not be liable for any compromise caused to the quality of the Study. The Customer shall ensure that, prior to their provision to Human Made Machine, the Creatives are free from any viruses or harmful code. Together, the Creatives and any other documents or data provided by the Customer to Human Made Machine are the “Customer IPR”.

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5. Respondents: Where the Services include HMM Pro, the Studies will generate response data (“Response Data”) from real world respondents (“Respondents”) via the Platform. Human Made Machine will use reasonable endeavours to screen Respondents according to the Parameters, but the screening mechanism selection (“Screening Criteria”) will be at the discretion of Human Made Machine. The Customer shall make any requests for alterations to the Screening Criteria in writing in good time. The Customer understands that all modifications to the Screening Criteria must happen prior to Survey Approval (as defined below) and any proposed modifications after that date may result in an increase to the Fees.

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6. Surveys: Where the Services include HMM Pro, Human Made Machine will prepare a draft survey of the proposed questions the Respondents will engage with (the “Survey”), based on the gathered Customer requirements, instructions and to align with the project and campaign objectives. Human Made Machine will provide the Customer with the proposed draft Survey for review and approval and will work with the Customer to incorporate amendments, refinements and additional questions as necessary. The Customer understands and agrees that: (a) excessive additional questions (being more than two (2) requests for additional questions by the Customer to Human Made Machine) or the inclusion of certain question styles outside of the template supplied by Human Made Machine may result in additional costs; (b) following approval of the Survey by the Customer (“Survey Approval”) Human Made Machine may distribute the Survey to Respondents to take the Study (“Fielding”); (c) the final Survey must be approved by Human Made Machine in its discretion before Fielding commences; (d) Human Made Machine reserves the right to alter questions if they are deemed to be offensive, inappropriate or compromise the quality of the Study; and (e) the Customer shall not be permitted to request or obtain Respondents’ personal information such as name, email address, date of birth or any other forms of Personal Data (as defined at section 8) through the Survey.

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7. Third parties: Human Made Machine may work with third party panel providers (“Panels”) to supply Respondents. The Panels will be chosen at Human Made Machine’s discretion unless an explicit agreement is reached with the Customer that states otherwise. Each Panel engaged by Human Made Machine will be bound by confidentiality obligations to Human Made Machine and Human Made Machine shall be liable to the Customer for any breaches of this Agreement caused by the Panels. The Panel will be briefed on the audience criteria, sample, survey link and name of the project. Human Made Machine requires that the Panels comply with an opt-in mechanism for Respondent participation. They will have no access to Response Data generated in relation to this Agreement. Unless otherwise agreed, Human Made Machine shall pay third party costs incurred with Panels in providing the Services. 

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8. Data Protection:  For the purposes of this section 8, “Personal Data” means personal data as defined under applicable data protection law. Each of the Customer and Human Made Machine (i) warrants that at all times it shall act in accordance with all applicable laws relating to data protection where processing Personal Data in connection with this agreement; and (ii) acknowledge that each act as data controllers (as defined under applicable data protection laws). Human Made Machine will be responsible for providing Respondents with the following privacy notice, informing them of how their Personal Data will be processed when participating in a Survey: https://srvy.ninja/privacy. Knowledge of the actual identity of the Respondent is only granted to the Panel and Human Made Machine does not permit Survey questions that attempt to obtain any Personal Data of Respondents. Each of the Customer and Human Made Machine shall be responsible for handling any data subject rights requests they receive and shall provide the other party with reasonable assistance as required to respond to such requests.  

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9. Outputs: Human Made Machine shall make available to the Customer the Output Data generated by the Study. “Output Data” means the data deliverables applicable to the Services selected in the SOW, being either: (a) for HMM Pro Services: the raw respondent data collected (“Response Data”) and the aggregated analytics, brand lift analysis, and reports derived from such Response Data (“Results”); or (b) for HMM AI Services: the predictive scores, insights, and generated content arising from the AI analysis (“AI Results”). In each case, Output Data provided shall be the same as that made available via the Platform or as specified in the applicable SOW.  Upon receipt of all Fees due to Human Made Machine under the terms of the Agreement, Human Made Machine hereby assigns to the Customer all right, title and interest in and to all intellectual property rights subsisting in the Output Data. Notwithstanding section 10(b), the Customer grants to Human Made Machine a perpetual, non-exclusive, non-transferable, sub-licensable, royalty-free licence to make use of Output Data for any purpose, provided always such Output Data is in aggregated form, does not reference the Customer and a Customer cannot be reasonably identified from the Output Data. Historical Output Data will be retained on Human Made Machine servers and made available to the Customer as needed for a minimum of two (2) years post the initial delivery date of the Studies. Response Data transfer will be via our email authenticated dashboards or can be requested via authenticated API transfer.

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10. Intellectual Property: 

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1. Except as expressly set out in the Agreement, neither party shall acquire any right, title or interest in or to the intellectual property rights owned by the other party, its group companies or their licensors. 

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2. The Customer hereby grants (and shall procure the grant of) to Human Made Machine a royalty-free, non-exclusive, non-transferable licence to use the Customer IPR and Output Data to the extent that it has been assigned to the Customer pursuant to the Agreement solely to the extent necessary for Human Made Machine to provide the Services in accordance with the Agreement (including the right to grant sub-licences to any sub-contractors). 

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3. Human Made Machine hereby grants to the Customer a worldwide, royalty-free, non-exclusive, revocable, and non-transferable licence to use Human Made Machine’s proprietary technology, methodologies, models, databases, algorithms and platforms, including the Platform (together, the “Supplier Technology”), the Survey and (except to the extent that section 10(d) applies) third party intellectual property rights incorporated in the Supplier Technology or the Survey and/or which are necessary for the Customer to, subject to any express restrictions set out elsewhere in the Agreement, receive the Services and use, enjoy and exploit the Output Data.

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4. Open source software is licensed to the Customer on the terms and conditions of the appropriate licence(s).

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11. Indemnification: The Customer shall indemnify, defend and hold harmless Human Made Machine, the Panels (and its and their officers, directors, agents and employees, and the Respondents, together the “Indemnified Parties”), from and against any and all liabilities, losses, damages, claims, causes of action, fees and costs (including without limitation reasonable legal fees and court costs) incurred by Human Made Machine, arising out of or related to the use of the Creatives.

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12. Terms of Payment:  The Customer shall pay to Human Made Machine the specified fees for the Services as set out in the SOW (the “Fees”) within 30 days from the date of receipt of each invoice. Unless otherwise specified in an SOW, an invoice may be shared by Human Made Machine at any time following final delivery of the Results or AI Results (as applicable). If the Customer is overdue on any payment of Fees, then without prejudice to Human Made Machine’s other rights or remedies: (a) Human Made Machine shall have the right to suspend performance of any Studies and Services until Customer pays all amounts due in full and Human Made Machine shall not be liable for any omission or delay in its delivery of the Services as a result of such suspension; and (b) Customer shall be liable to pay interest on the overdue amount subject to a prorated effective annual interest rate of the lower of: (i) 8%; or (ii) the maximum rate permitted by applicable law, from the due date until payment is made in full. Unless otherwise stated, all Fees shall exclude VAT at the prevailing rate which shall be payable by the Customer in addition. The Customer shall pay Fees clear of all taxes, such that Human Made Machine receives the amount of Fees specified. Human Made Machine will submit invoices electronically to the details provided in the Customer Billing Information of the Agreement.

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13. Customer Dependencies: If Human Made Machine is unable to provide the Services in accordance with this Agreement, including any agreed timelines, as a result of any breach of this Agreement by the Customer or any other act or omission of the Customer or any party acting on the Customer’s behalf (a “Customer Fault”), then Human Made Machine shall: (a) not be liable for any delay or failure to fulfil its obligations under this Agreement as a result of the Customer Fault; (b) be granted an equitable extension of time to account for the Customer Fault; and (c) be entitled to an equitable increase in Fees in order to account for any additional work required as a result of the Customer Fault.

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14. Service Issues: Human Made Machine will strive to deliver a quality Study and will deliver the Services with reasonable skill, care and professionalism. The Customer hereby acknowledges and agrees that: (a) except as otherwise stated by Human Made Machine, Human Made Machine’s methodology for the Services relies on relies on statistical analysis, machine learning algorithms, and probabilistic models; (b) it is solely the Customer’s responsibility to check the Output Data and ensure it is fit for purpose prior to sharing it or using it; (c) Output Data consists of predictive estimates derived from the HMM Pro and/or HMM AI Services (as applicable) and should not be relied upon as a factual assertion; and (d) nothing in this Agreement is a guarantee of future commercial performance. However, should issues arise in regards to the specific delivery of the Study or Services proposed, you may submit a complaint to a Human Made Machine Director. 

15. Limitation of Liabilities: Except in relation to the obligations under section 11, in no event shall either party be liable to the other under or in connection with this Agreement for any loss of revenue, loss of actual or anticipated profits, loss of, damage to or corruption of data or materials or for any special, indirect, incidental, consequential, punitive or exemplary loss or damage, whether arising under statute or arising in tort (including without limitation negligence and strict liability), or for breach of contract, breach of statutory duty or otherwise. Human Made Machine’s maximum aggregate liability under or in connection with this Agreement whether arising under statute or arising in tort (including without limitation negligence and strict liability), or for breach of contract, breach of statutory duty or otherwise, shall not exceed the lesser of: (a) the Fees paid or payable by the Customer under the Agreement; or (b) two hundred and fifty thousand US Dollars ($250,000). Nothing in this Agreement shall exclude or in any way limit either party's liability to the other (i) for death or personal injury caused by its negligence; or (ii) for fraud; to the extent such liability may not be excluded or limited under applicable law.

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16. Term of Agreement:  This Agreement shall be effective and continue until the completion of the Services to be provided by Human Made Machine under the Agreement, unless terminated earlier in accordance with section 18.

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17. Termination for Convenience: 

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1. Subject to section 18 below, either party may terminate the Agreement at any time for convenience by giving not less than ten (10) business days’ written notice to the other party. Where the Customer terminates the Agreement under this section 17(a), the Fees will be payable by the Customer according to the following schedule:

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Time of Cancellation

Fee Payable

HMM Pro: After signature of the SOW by the Customer, but before Customer receipt of the Survey link.

A prorated fee to be determined by Human Made Machine acting reasonably, based on work undertaken by Human Made Machine, that shall not exceed 25% of the Fees.

HMM Pro: After Customer acceptance of the Survey link, but before Human Made Machine has sent the Survey to Respondents.

25% of the Fees.

HMM Pro: After commencement of Fielding.

100% of the Fees.

HMM AI: Prior to the commencement of data processing or feature extraction.

0% of the Fees.

HMM AI: After the commencement of data processing, feature extraction, or human analysis.

100% of the Fees.

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2. Without prejudice to section 17(a) above, if a Study is commenced and then placed on hold by Customer for a period greater than four (4) weeks, Human Made Machine shall be entitled to issue an invoice to Customer for all Fees. The Customer shall pay such invoice in accordance with the provisions of section 12. 

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3. Notwithstanding section 17(a), if the Services to be provided include bespoke set up and development work to be conducted by Human Made Machine (“Bespoke Set Up”) as indicated in the SOW (and the details of which shall be agreed between the parties), where the Customer terminates the SOW or Study for any reason after such Bespoke Set Up has commenced, Human Made Machine shall be entitled to invoice the Customer for all costs related to the Bespoke Set Up at Human Made Machine’s then applicable rates, notwithstanding any discount or alternative amount that may have been agreed or specified in the SOW. The Customer shall pay such amounts as if they were Fees in accordance with section 12. 

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18. Termination for Cause: Either party may terminate this Agreement with immediate effect at any time if: (a) the other party commits a material breach, or any repeated or persistent breach of any of the terms, of this Agreement and either such breach is incapable of remedy or the breach continues unremedied for fourteen (14) days after notice specifying the breach and requiring the same to be remedied has been given to the breaching party; or (b) either party ceases or threatens to cease to trade (either in whole, or as to any part or division involved in the performance of this Agreement), becomes or is deemed insolvent or is unable to pay its debts as and when they fall due or has an administrator, receiver or administrative receiver appointed over all or any part of its assets, or passes a resolution for its dissolution or liquidation. Human Made Machine may terminate this Agreement with immediate effect at any time if the Customer fails to pay any Fees due in accordance with this Agreement, and has failed to pay such Fees within fourteen (14) days after being notified by Human Made Machine of such non-payment. 

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19. Confidentiality: In this section, “Confidential Information” means any information which either party may access or acquire from the other, in relation to the customers, Customers, business, assets or affairs of the other party, unless (a) it is or becomes public knowledge other than as a direct or indirect result of the information being disclosed in breach of this agreement; (b) the parties agree in writing that it is not confidential; or (c) it was properly in the possession of the recipient on a non-confidential basis and not to the knowledge of the recipient as a result of a breach of any applicable duty of confidentiality before being acquired by or furnished to it. Each party shall not disclose the other party’s Confidential Information and implement reasonable security measures designed to keep such Confidential Information secure, shall not use the other party’s Confidential Information other than for the purposes of performing its obligations under the Agreement, and shall not disclose to any third party any Confidential Information, except (i) to its professional advisers (provided that such recipient is bound by confidentiality obligations in respect of the Confidential Information; and (ii) as may be required by law or by the rules of any governmental or other regulatory body, when the disclosing party shall, if practicable, supply a copy of the required disclosure to the other party before it is disclosed and incorporate any amendments or additions reasonably required by the other party. Upon termination of this agreement, or upon request each party shall return or irrevocably delete or destroy any documents containing Confidential Information, except as may be required for reporting purposes, compliance with applicable law or this Agreement. The obligations in this section 19 shall continue without limit in time and notwithstanding the termination of this Agreement for any reason. Nothing in the Agreement shall prevent either party from commencing legal proceedings or seeking emergency or immediate preventative relief such as an injunction. 

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20. Notices. All notices shall be sent marked for the attention of Legal Director in the case of Human Made Machine and the name specified in the SOW in the case of Customer. All notices shall be in writing and shall be sent by hand, first class post or email and shall be deemed to be properly served if correctly addressed in accordance with this section 20: (a) if sent by hand during usual UK business hours, when delivered at the address specified in the SOW to which the notice relates to and, if delivered at any other time, at 9:00 am on the next UK business day; (b) if sent by first class post, two (2) UK business days after posting; and (c) if sent by email during usual UK business hours, at the time of delivery, provided a delivery failure notice is not received, and if delivered at any other time, at 9:00 am on the next UK business day, provided that notices relating to any legal claim or dispute shall not be valid if sent only by email.

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21. General Provisions: (a) Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute a single instrument. An electronic copy of this Agreement may be accepted as an original, and electronic copies of the parties' signatures may be treated as an original of this Agreement. (b) Governing Law. The construction, validity and performance of this Agreement and all non-contractual obligations arising from or connected with this Agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts in respect of the same. (c) Severability and Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable under any applicable law, such provision shall, in so far as it is severable from the remaining provisions, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining provisions. A party's failure or delay to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision (or a waiver of any other or subsequent breach) unless acknowledged and agreed to by such party in writing. (d) Assignment. Customer shall not assign this Agreement or any of its rights or delegate any of its duties hereunder, in whole or in part without the prior written consent of Human Made Machine. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns. (e) Force Majeure. Neither party shall be liable for delays caused by media transmissions, interference, accidents, war, acts of God, embargoes, or any other circumstances beyond its reasonable control. (f) Entire Agreement. This Agreement is the final, exclusive and complete agreement of the parties with respect to the subject matter hereof, and replaces and supersedes any and all other negotiations, understandings, discussions or agreements, either oral or written, between Customer and Human Made Machine with respect to the same subject matter. Each party acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, or warranty, whether oral or written, except as expressly set forth in this Agreement. The terms and conditions of a signed SOW will prevail over any contrary or inconsistent terms in these Terms & Conditions. This Agreement may only be modified or revised in writing signed by both parties. (g) Third Parties. No third party shall have a right to enforce any provision of this Agreement, and the Contracts (Rights of Third Parties) Act 1999 shall not apply. 

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