Sasha Service Agreement

Master Services Agreement for AI Knowledge Management Platform

Effective Date: [Date of Signature]
Version: 1.0
Between: Knowcode Ltd ("Provider") and [Customer Name] ("Customer")

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1. DEFINITIONS

For the purposes of this Agreement:

• "Sasha" or "Platform": The AI knowledge management software provided by Knowcode Ltd
• "Services": Access to and use of the Sasha platform
• "Customer Data": All data, documents, and content uploaded by Customer
• "AI Output": Any content, analysis, or responses generated by the Platform
• "Confidential Information": Non-public information disclosed by either party
• "Effective Date": The date this Agreement is signed by both parties
• "Fees": The subscription or usage charges for the Services

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2. SERVICES PROVIDED

2.1 Service Description

2.2 Service Limitations

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3. NO PROFESSIONAL ADVICE DISCLAIMER

3.1 Explicit Disclaimer

3.2 Customer Acknowledgment

Customer acknowledges and agrees that:

• No professional relationship is created by this Agreement
• Provider has no professional liability insurance
• Customer is not protected by professional regulatory schemes
• All use of AI outputs is at Customer's sole risk

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4. CUSTOMER OBLIGATIONS

4.1 General Obligations

Customer shall:

1. Provide accurate information for account setup and service delivery
2. Maintain confidentiality of login credentials
3. Use Services lawfully and in compliance with all applicable regulations
4. Verify all AI outputs before use or reliance
5. Obtain professional advice for all professional matters
6. Pay all Fees when due

4.2 Data Responsibilities

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5. FEES AND PAYMENT

5.1 Fee Structure

Service Tier	Monthly Fee	Annual Fee (10% discount)	Users Included
Starter	£500	£5,400	Up to 5
Professional	£2,000	£21,600	Up to 25
Enterprise	£5,000+	£54,000+	Unlimited

5.2 Payment Terms

• Payment Due: Within 30 days of invoice date
• Late Payment: 1.5% monthly interest on overdue amounts
• Suspension Rights: Services may be suspended for payments 30+ days overdue
• No Refunds: Fees are non-refundable except as required by law

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6. INTELLECTUAL PROPERTY

6.1 Customer Ownership

Customer retains all rights to:

• Customer Data uploaded to the Platform
• Customer-specific configurations and customizations
• Business processes and methodologies
• Outputs generated from Customer Data

6.2 Provider Ownership

Provider retains all rights to:

• The Sasha platform and underlying technology
• AI models and algorithms
• General methodologies and frameworks
• Platform improvements and updates

6.3 License Grants

• To Customer: Non-exclusive license to use the Platform during the term
• To Provider: License to process Customer Data solely to provide Services

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7. DATA PROTECTION AND PRIVACY

7.1 Data Processing

7.2 Compliance

Both parties shall comply with applicable data protection laws including:

• General Data Protection Regulation (GDPR)
• UK Data Protection Act 2018
• Applicable industry-specific regulations

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8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties

Each party warrants that it:

• Has full authority to enter into this Agreement
• Will comply with all applicable laws
• Will not infringe third-party intellectual property rights

8.2 DISCLAIMER OF WARRANTIES

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9. LIMITATION OF LIABILITY

9.1 Liability Cap

9.2 Exclusion of Damages

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10. INDEMNIFICATION

10.1 Customer Indemnification

10.2 Provider Indemnification

Provider will indemnify Customer against claims that the Platform itself (excluding AI outputs) infringes third-party intellectual property rights, subject to standard exceptions.

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11. CONFIDENTIALITY

11.1 Confidential Information

Each party shall:

• Maintain confidentiality of the other party's Confidential Information
• Use Confidential Information solely for Agreement purposes
• Protect Confidential Information with reasonable care
• Not disclose to third parties without written consent

11.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach
• Was rightfully known before disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law (with notice where permitted)

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12. TERM AND TERMINATION

12.1 Term

This Agreement commences on the Effective Date and continues:

• Monthly Plans: Month-to-month until terminated
• Annual Plans: For the annual term, auto-renewing unless terminated

12.2 Termination for Convenience

Either party may terminate by providing:

• Monthly Plans: 30 days written notice
• Annual Plans: 60 days written notice before renewal date

12.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches and fails to cure within 30 days of notice
• Becomes insolvent or enters bankruptcy proceedings
• Violates applicable laws

12.4 Effect of Termination

Upon termination:

• Customer's access to the Platform ceases immediately
• Customer must pay all outstanding Fees
• Customer may export their data within 30 days
• Confidentiality obligations survive
• Provider will delete Customer Data after 30 days

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13. FORCE MAJEURE

Neither party shall be liable for delays or failures due to causes beyond reasonable control, including:

• Acts of God or natural disasters
• War, terrorism, or civil unrest
• Government actions or regulations
• Pandemic or epidemic
• Internet or infrastructure failures
• Labor disputes

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14. GENERAL PROVISIONS

14.1 Governing Law

This Agreement is governed by the laws of England and Wales, without regard to conflict of law principles.

14.2 Dispute Resolution

1. Good Faith Negotiation: 30 days attempt to resolve
2. Mediation: If negotiation fails, non-binding mediation
3. Arbitration: Final binding arbitration under LCIA rules
4. Venue: London, United Kingdom

14.3 Entire Agreement

This Agreement, including referenced policies and documents, constitutes the entire agreement between the parties and supersedes all prior agreements.

14.4 Amendment

This Agreement may only be amended in writing signed by both parties.

14.5 Severability

If any provision is found invalid or unenforceable, the remainder continues in full force.

14.6 Assignment

Customer may not assign this Agreement without Provider's written consent. Provider may assign to an affiliate or successor.

14.7 Notices

All notices must be in writing to:

Provider:
Knowcode Ltd
[Address]
Email: legal@knowcode.co.uk

Customer:
[As provided in Order Form]

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15. SPECIFIC TERMS FOR REGULATED INDUSTRIES

15.1 Healthcare Organizations

15.2 Financial Services

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SIGNATURE PAGE

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SCHEDULE A: SERVICE LEVELS

Standard Service Levels

Metric	Target	Measurement
Platform Availability	99.5% monthly	Excluding planned maintenance
Support Response Time	24 business hours	Initial response only
Critical Issue Resolution	Best efforts	No guaranteed resolution time
Data Backup Frequency	Daily	Automated backups
Planned Maintenance Notice	72 hours	Via email and platform notice

Premium service levels available under separate agreement

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SCHEDULE B: DATA PROCESSING ADDENDUM

[Separate DPA to be attached if required for GDPR compliance]

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