Subscription agreement

This agreement is also available to download here.

Version 1.0 | April 2026
This Subscription Agreement (“Agreement”) governs your purchase and use of the Wazoku platform services, including the Innocentive Marketplace. By completing a purchase on wazoku.com, or by signing an Order referencing this Agreement, you (“Client”, “you”) accept these terms on behalf of your organisation. If your organisation requires negotiated terms, please contact sales@wazoku.com.
This Agreement incorporates by reference the documents listed in Section 14 (Linked Documents), each as updated from time to time. In the event of conflict, this Agreement takes precedence over the Linked Documents.

PART A: PLATFORM TERMS

Definitions
“Acceptance” means the Client’s written notification to Wazoku confirming that a Response meets the applicable Requirements and that the Client wishes to proceed on the terms set out in the relevant Brief and Participant Agreement, as notified in accordance with Section 8.5. “Admin” means a named individual assigned a Licence by the Client to access and use the administrative and management features of the Platform Services. The number of Admins is
limited to the number of Licences purchased by the Client. “Add-On” means any additional service or capability that may be purchased by the Client to supplement a Licence, as listed in the Order or at wazoku.com/pricing. “Award” means any payment to be made by the Client to a Marketplace Participant in connection with a Challenge Prize, as determined and funded entirely by the Client. “Brief” means a written description of the Client’s requirements published via the
Innocentive Platform, including (as applicable) Challenge Statements, eRFPs, talent briefs, scouting briefs, partnership requests, or data collection specifications.

“Charges” means the fees payable by the Client for the Platform Services as displayed at the point of purchase or as set out in an Order.

“Client Data” means all data, documents, information and materials uploaded, entered or otherwise provided by the Client or its Users through use of the Platform Services.

“Confidential Information” means any information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is publicly available, independently developed,
or rightfully received from a third party without restriction.

“DPA” means the Data Processing Addendum published at wazoku.com/dpa, as updated from time to time.

“End User” means any individual who accesses the Platform Services to participate in activities such as submitting ideas, providing feedback, responding to challenges, or collaborating on the Client’s innovation programmes. End Users may be the Client’s employees, contractors, or individuals external to the Client’s organisation. There is no limit on the number of End Users and no additional charge for End User access.

“Evaluation Period” means the period agreed between the parties within which the Client must evaluate and determine whether any Responses are Accepted.

“Innocentive Marketplace” (or “Marketplace”) means the platform and services through which the Client can publish Briefs, engage with Marketplace Participants, and access the Marketplace Services described in Section 8.

“Innocentive Platform” means the innocentive.com website, related URLs, and the technology through which the Innocentive Marketplace is delivered.

“Licence” means a named-user licence to access and use the Platform Services in an administrative capacity (for example, a Total Innovation Licence or an Add-On licence). Each Licence is assigned to a single named Admin, is transferable to a different Admin during the Subscription Term, but may not be shared between Admins concurrently.

“Marketplace Participant” means any individual, team or entity that engages with the Client through the Innocentive Marketplace, including Solvers, experts, contractors, consultants, start-ups, scale-ups, research organisations, enterprise partners, and other third parties.

“Marketplace Services” means the services available through the Innocentive Marketplace, as described in Section 8.

“Order” means either (a) the online purchase confirmation generated when the Client completes the order form on wazoku.com in accordance with Section 18.1; or (b) a written Order signed by both parties in accordance with Section 18.5, in each case specifying the Platform Services, number of Licences, Subscription Term and Charges.

“Participant Agreement” means any agreement between a Marketplace Participant and Wazoku governing the Participant’s engagement with the Client’s Brief.

“Platform Services” means the Wazoku platform services purchased by the Client, including the Innocentive Marketplace, as specified in the Order and described in the Product Specifications.

“Prize Guaranteed Challenge” means a Challenge Prize engagement in which the Client commits in the Brief to award the Award to at least one Marketplace Participant, regardless of the absolute quality of Responses received, subject to at least one Response meeting the minimum Requirements specified in the Brief.

“Product Specifications” means the then-current description of Platform Services features and functionality published at wazoku.com/product-specs.

“Requirements” means the criteria, specifications or objectives that a Response must meet, as set out in the relevant Brief.

“Response” means any submission, proposal, deliverable, profile, expression of interest, or other output provided by a Marketplace Participant in response to a Brief.

“Subscription Term” means the initial period and any renewal periods for which the Client has purchased access to the Platform Services, as specified in the Order.

“Terms of Use” means the terms of use governing end-user access to and use of the Platform Services, published at wazoku.com/terms-of-use, as updated from time to time.

“Time Period” means the period specified in a Brief during which Marketplace Participants may submit Responses, as agreed between the parties and set out in the applicable Brief.

“Users” means, collectively, Admins and End Users who access the Platform Services.

“Wazoku” means Wazoku Limited, a company incorporated in England and Wales (company number 07540637), registered at 10 Lower Thames Street, London EC3R 6AF.

“Wazoku Facilitation Fee” means the fee payable to Wazoku for facilitating a pilot engagement under Section 8.6, as specified in the applicable pilot Brief or, if not so specified, as agreed in writing between the parties before the pilot is activated. For the avoidance of doubt, the Wazoku Facilitation Fee is separate from and in addition to the vendor costs funded by the Client pursuant to Section 8.6(b).

“Wazoku IP” means the Platform Services, software, documentation, trademarks, and all
intellectual property rights owned by or licensed to Wazoku.
Licence and Access
1. Grant. Subject to the terms of this Agreement and payment of the Charges, Wazoku grants the Client a non-exclusive, non-transferable, non-sublicensable right for its Users to access and use the Platform Services during the Subscription Term, within the scope specified in the Order.
2. Scope. The Client purchases one or more Licences as specified in the Order. Each Licence is assigned to a single named Admin. The Client may reassign a Licence to a different Admin during the Subscription Term but may not allow multiple Admins to share a single Licence concurrently. The number of Admins may not exceed the number of
  Licences purchased. End Users may access the Platform Services without a Licence and without limit on numbers.
3. Users. Admins must be employees or contractors of the Client. End Users may be the Client’s employees, contractors, or external participants (such as partners, suppliers, or members of the public) as required by the Client’s innovation programmes. The Client is responsible for ensuring that all Users comply with this Agreement and the Terms of
  Use. User credentials are personal and may not be shared. Wazoku supports single sign-on (SSO) integration, which is provided as part of the after-sales care package at no additional charge.
4. Total Innovation Licence. Each Total Innovation Licence (“TIL”) is a named-user, annual licence priced as published on the Wazoku pricing page at wazoku.com/pricing (or as otherwise specified in the Order). Each TIL grants the assigned Admin access to the following capability areas, as further detailed in the Product Specifications: (a) Innovation Management: tools for idea collection, evaluation, pipeline management, workflow automation, and innovation programme governance. (b) Market Intelligence: technology and market intelligence capabilities including
  trend analysis, landscape scanning, and competitive insight. (c) Ecosystem Management: tools for managing and collaborating with ecosystem partners, including partner discovery, relationship tracking, and engagement. (d) Innocentive Marketplace: access to the global Innocentive network for challenge prizes, open talent, scouting and procurement, and data services, as further described in Part B of this Agreement. (e) AI-Powered Features: AI-assisted productivity, discovery, and reporting capabilities, subject to the AI provisions in Section 5.3 and the AI governance details published at wazoku.com/ai-security-data-privacy. The specific features and functionality within each capability area are continuously developed and are detailed in the Product Specifications.
5. Add-Ons. The Client may purchase Add-On licences to supplement a TIL. Each Add-On is a named-user, annual licence assigned to an Admin who holds a TIL. Available Add-Ons and their pricing are published at wazoku.com/pricing or as specified in the Order. Add-Ons are subject to the same terms as the TIL unless otherwise stated in the applicable Add-On description.
6. After-Sales Care. Each TIL includes the following after-sales care at no additional charge: (a) access to self-serve onboarding resources; (b) single sign-on set-up and configuration; (c) 90 minutes of onboarding support from Wazoku’s consulting team; (d) access to the Wazoku online help desk, available 365 days a year; and (e) access to Wazoku’s suite of value-added services as published on the Wazoku website. The scope of after-sales care may be updated by Wazoku from time to time, provided that Wazoku shall give the Client at least 30 days’ prior written notice of any material reduction in the scope of after-sales care included with a TIL
7. Modifications. Wazoku may modify the Platform Services from time to time. Wazoku will not make any modification that materially reduces the core functionality of the Platform Services during the Subscription Term without providing at least 30 days’ prior written notice.
Charges and Payment
1. Charges. The Client shall pay the Charges as specified in the Order. All Charges are quoted exclusive of applicable taxes, which shall be the responsibility of the Client.
2. Payment. Unless otherwise specified in the Order, all invoices are payable within 30 days of the invoice date. All payments are non-refundable except as expressly provided in Section 14.
3. Price Changes. Charges may increase by up to 3% on each renewal of the Subscription Term. Wazoku will notify the Client of any price change at least 30 days before the start of the applicable renewal period.
4. Late Payment. If any undisputed amount is not received by the due date, Wazoku may (without limiting its other rights) charge interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% per annum above the Bank of England base rate), and may suspend access to the Platform Services until payment is received.
5. Withholding. All amounts payable under this Agreement are payable in full without deduction or withholding. If the Client is required by law to deduct or withhold any tax from a payment, the Client shall increase the payment so that, after deduction or withholding, Wazoku receives the full amount that would have been due had no deduction or withholding been required.
6. Tax Invoicing. Wazoku will issue tax-compliant invoices in accordance with applicable law. The Client shall provide Wazoku with any tax exemption certificates, VAT registration numbers, or other tax-related information reasonably required by Wazoku to comply with its tax obligations or to apply the correct tax treatment to invoices.
7. Currency. Charges are invoiced in the currency specified in the Order or at the point of purchase. Where payments involve currency conversion, the Client bears any exchange rate risk and any bank charges associated with the transfer.
Client Obligations
1. Terms of Use. The Client shall, and shall procure that each User shall, comply with the Terms of Use and all applicable laws in connection with the use of the Platform Services.
2. Restrictions. The Client shall not, and shall procure that no User shall: (a) reverse engineer, decompile or disassemble any part of the Platform Services; (b) use the Platform Services for benchmarking or competitive analysis; (c) attempt to gain unauthorised access to any systems or networks connected to the Platform Services; (d) resell, sublicense or make the Platform Services available to any third party; or (e) use the Platform Services in any manner that could damage, disable or impair the Platform Services.
3. Security. The Client is responsible for maintaining the confidentiality of all User credentials and shall notify Wazoku immediately of any unauthorised access to or use of the Platform Services.
4. Responsibility. The Client is responsible and liable for all use of the Platform Services by its Users and for the legality, accuracy and completeness of all Client Data.
Data and Privacy
1. Data Processing. Wazoku processes Client Data as a processor on behalf of the Client in accordance with the DPA. The Client is the controller of its Client Data.
2. Ownership. The Client retains all rights, title and interest in and to the Client Data. The Client grants Wazoku a non-exclusive licence to use, process and store Client Data solely to the extent necessary to provide the Platform Services.
3. AI Features. Wazoku’s AI features do not use Client Data to train language models. Further details are published at wazoku.com/ai-security-data-privacy.
4. Data Export. On termination or expiry, the Client may request export of Client Data within 30 days. After such period, Wazoku will delete Client Data from its production systems in accordance with the DPA.
5. Aggregated and Anonymised Data. Wazoku may collect, use and publish data derived from the Client’s use of the Platform Services, provided that such data is aggregated and anonymised so that it: (a) does not identify the Client, any User, or any individual; (b) does not include or reveal any Client Data, Confidential Information, or trade secrets; and (c) cannot reasonably be reverse-engineered to identify the source. Wazoku may use such anonymised data for the purposes of: improving, developing and enhancing the Platform Services; generating aggregate benchmarking, performance and market insights; and supporting research and development. For the avoidance of doubt,
  this Section 5.5 does not permit Wazoku to access, use or disclose Client Data other than in anonymised and aggregated form as described above.
6. Platform Telemetry. Wazoku collects technical and usage telemetry from the Platform Services, including system performance data, feature usage patterns, error logs, and operational metrics. This telemetry is used to maintain, monitor, secure and improve the Platform Services and does not include the substance of Client Data.
7. Security Incident Notification. Wazoku shall notify the Client without undue delay, and in any event within 72 hours of becoming aware, of any confirmed or reasonably suspected security incident involving unauthorised access to, acquisition of, disclosure of, alteration of, or destruction of Client Data. Such notification shall include (to the extent then known): (a) a description of the nature of the incident; (b) the categories and approximate volume of Client Data affected; (c) the likely consequences of the incident; and (d) the measures taken or proposed to address and remediate the incident. This Section 5.7 is in addition to, and does not replace, any notification obligations set out in the DPA.
Confidentiality
1. Each party shall keep the other party’s Confidential Information confidential and shall not disclose it to any third party except: (a) to its employees, contractors and advisers who need to know it for the purposes of this Agreement and who are bound by obligations of confidentiality; or (b) as required by law or regulation.
2. The obligations in this Section 6 shall survive termination for a period of three years.
Intellectual Property
1. Wazoku IP. Wazoku and its licensors retain all rights, title and interest in and to the Wazoku IP. Nothing in this Agreement transfers any intellectual property rights to the Client except the limited licence granted in Section 2.
2. IP Indemnity. Wazoku will defend the Client against any third-party claim that the Client’s use of the Platform Services in accordance with this Agreement infringes a third party’s intellectual property rights, and will indemnify the Client against damages finally awarded, provided the Client: (a) gives prompt notice; (b) gives Wazoku sole authority to defend or settle; and (c) provides reasonable cooperation.
3. Remediation. If a claim under Section 7.2 is made or likely, Wazoku may: (a) procure the right for continued use; (b) modify the services to be non-infringing; or (c) if neither is commercially reasonable, terminate the affected services and refund prepaid Charges for the unused portion of the Subscription Term.
4. Background IP. Each party retains all rights, title and interest in its pre-existing intellectual property (“Background IP”). Nothing in this Agreement transfers ownership of either party’s Background IP to the other party. The Client grants Wazoku no rights in the Client’s Background IP beyond the limited licence in Section 5.2 to process Client Data for the purpose of delivering the Platform Services.
5. Foreground IP. All content, outputs, configurations, reports, deliverables, and other materials created by or on behalf of the Client or its Users through use of the Platform Services (“Foreground IP”) are owned by the Client. Wazoku acquires no rights in the Client’s Foreground IP except the limited licence in Section 5.2.
6. AI Outputs. Any output generated by Wazoku’s AI features using or derived from Client Data is owned by the Client. For the avoidance of doubt, Wazoku does not claim any intellectual property rights in AI-generated outputs that are specific to the Client’s data or use case. This does not affect Wazoku’s ownership of the underlying AI features, models, algorithms, or platform technology used to generate such outputs.
7. Marketplace Default. Where a Brief published through the Innocentive Marketplace does not specify intellectual property terms for a Response, the Marketplace Participant retains ownership of the Response until the parties agree IP terms in writing. For the avoidance of doubt, Acceptance of a Response without agreed IP terms does not
  transfer any intellectual property rights to the Client.
Marketplace Services
1. Overview. The Innocentive Marketplace enables the Client to access a global network of Marketplace Participants for innovation, talent, procurement and knowledge services. Wazoku acts as an intermediary, facilitating connections between the Client and Marketplace Participants. Wazoku does not guarantee that Responses will be received for any Brief, nor does it guarantee the quality, suitability or commercial viability of any Response.
2. Service Types. The Marketplace Services include, but are not limited to: (a) Challenge Prizes. The Client publishes a Brief describing a problem. Marketplace Participants submit Response. The Client evaluates Responses against
  the Requirements and may award one or more prizes. IP transfer is governed by Section 9.
  (b) Open Talent. The Client publishes a brief seeking on-demand experts, freelance specialists, contractors or consultants. Marketplace Participants express interest or submit proposals. Any direct engagement between the Client and a Marketplace Participant (including scope, deliverables, fees and employment/contractor status) is a matter between those parties.
  (c) Scouting and Procurement. The Client publishes a scouting brief or eRFP seeking start-ups, scale-ups, research organisations, enterprise partners, or supply chain participants. Marketplace Participants respond with proposals or expressions of interest. Any commercial relationship arising between the Client and a Marketplace Participant is a matter between those parties.
  (d) Data as a Service. The Client publishes a data collection brief seeking crowdsourced data, intelligence, annotations, or other structured information. IP and usage rights in the collected data are as specified in the relevant Brief.
  (e) Pilots and Proof of Concept. Following a discovery, scouting or challenge engagement, Wazoku may facilitate pilot and proof-of-concept engagements between the Client and Marketplace Participants. Pilot engagements are governed by the standardised terms in Section 8.6.
  (f) Other Services. Wazoku may make additional Marketplace Services available from time to time, as described in the applicable Order or product documentation.
3. Briefs. Each Brief must be commenced and completed within the active Subscription Term. The Client works with Wazoku to frame the Brief, including Requirements, Time
  Period, Award or fee structure (if applicable), and the type of engagement or IP rights required.
4. Publication. Unless otherwise agreed in writing, Briefs will disclose the Client’s identity and will be available to Marketplace Participants on a non-exclusive basis. Publication does not confer exclusivity on the Client regarding the subject matter.
5. Evaluation. Responses shall be evaluated by the Client against the applicable Requirements within the Evaluation Period. If no Evaluation Period is agreed in the relevant Brief, Responses shall be evaluated within 60 days of the close of the submission period specified in the Brief. The Client shall notify Wazoku of any Responses it wishes to Accept. If the Client fails to notify Wazoku of any Responses it wishes to Accept within the Evaluation Period, all
  Responses for that Brief shall be deemed rejected at the expiry of the Evaluation Period, and the Client may not subsequently Accept any such Response except by agreement in writing with Wazoku and the relevant Marketplace Participant. The Evaluation Period may be extended by written agreement between the parties prior to its expiry. Acceptance is final and irrevocable.
6. Pilot Framework. The following standardised terms apply to all pilot and proof-of concept engagements facilitated by Wazoku under Section 8.2(e): (a) Activation. Each pilot is activated by the Client submitting a pilot Brief via the Innocentive Platform, specifying the Marketplace Participant (vendor), a description of the pilot scope and objectives, the pilot duration (not exceeding 12 months), and the pilot budget. Wazoku will enter into a back-to-back arrangement with the vendor on terms consistent with this Agreement. (b) Funding. Pilot engagements are funded entirely by the Client. Wazoku will invoice the Client for pilot fees (including vendor costs and any Wazoku Facilitation Fee) in accordance with the pilot Brief. Payment terms are as set out in this Agreement. (c) Wazoku’s Role. Wazoku acts as enablement layer and contract manager for pilot engagements. Wazoku manages the back-to-back vendor relationship, facilitates progress reporting, and provides a single commercial and contractual interface for the Client. Wazoku does not guarantee the performance, deliverables, or outcomes of any vendor and is not liable for any vendor’s failure to perform. (d) Intellectual Property. Unless otherwise specified in the pilot Brief: (i) any intellectual property created by the vendor specifically for the Client during the pilot (“Pilot Foreground IP”) is assigned to the Client on payment of all pilot fees; (ii) each party retains ownership of its pre-existing intellectual property; and (iii) the vendor
  grants the Client a non-exclusive licence to use any vendor background IP embedded in the pilot deliverables, solely for the Client’s internal evaluation and use of the pilot outputs. (e) Duration and Termination. Pilots run for the duration specified in the pilot Brief, up to a maximum of 12 months. Either the Client or Wazoku may terminate a pilot on 30 days’ written notice. On termination, the Client shall pay for all work completed and expenses incurred up to the termination date. Pilot duration does not extend beyond the Subscription Term unless the Subscription Term is renewed. (f) Liability. Wazoku’s liability in connection with any pilot engagement is limited to the Wazoku Facilitation Fee for that pilot. The aggregate liability cap in Section 13.4 applies to all claims under this Agreement (including claims arising from pilot engagements) taken together, and is not increased by pilot activity. Where a claim relates to both a pilot engagement and the Platform Services more broadly, the parties shall apportion liability
  reasonably having regard to the proximate cause of the claim. Wazoku will use reasonable efforts to enforce its back-to-back arrangements with vendors on the Client’s behalf, but the Client acknowledges that Wazoku’s ability to recover from a vendor is limited to the terms of the vendor arrangement. (g) Post-Pilot. If the Client wishes to continue working with a vendor beyond the pilot, the Client may either: (i) engage the vendor directly, in which case the terms of that engagement are between the Client and the vendor; or (ii) request Wazoku to facilitate a further engagement under these Marketplace terms.
Marketplace Intellectual Property
1. Participant Ownership Until Acceptance. Unless otherwise specified in the Brief, Responses remain the property of the submitting Marketplace Participant and are confidential until Acceptance has occurred and any applicable Award or fee has been paid.
2. IP Transfer on Acceptance. The type of IP rights to be transferred or licensed on Acceptance is specified in the relevant Brief and governed by the applicable Participant Agreement. IP is transferred via Wazoku to the Client on Acceptance and payment of any applicable Award or fee.
3. Direct Engagements. For Open Talent and Scouting and Procurement engagements, IP ownership in any work product arising from a direct engagement between the Client and a Marketplace Participant is governed by the terms agreed
  directly between those parties, not by this Agreement.
4. Data as a Service. IP and usage rights in collected data are as specified in the relevant Brief and Participant Agreement.
5. Client Responsibility. Verification of any Response, including verification of IP rights being transferred, is the sole responsibility and risk of the Client. Wazoku does not guarantee that it will be able to acquire any right, title or interest in any Response on behalf of the Client.
6. No Use Before Acceptance. The Client may not use or adopt any Response, in whole or in part, except as set out in this Agreement and the relevant Participant Agreement.
Wazoku’s Marketplace Role
1. Intermediary. Wazoku acts as an intermediary only. Wazoku is not a party to any engagement, employment, contracting, partnership, procurement or other relationship between the Client and any Marketplace Participant. Wazoku does not employ, manage, supervise or direct any Marketplace Participant.
2. Disclaimers. Wazoku makes no representations or warranties regarding: (a) whether Responses will be received; (b) the sufficiency, quality or commercial viability of any Response; (c) the accuracy of information provided by Marketplace Participants; (d) the suitability of any Participant; (e) the confidentiality or ownership of any Response; or (f) the outcome of any direct engagement between the Client and a Participant.
3. Participant Verification. Wazoku will use commercially reasonable efforts to verify Marketplace Participants, but does not guarantee accuracy as verification relies on information provided by the Participant.
4. Participant Agreements. Wazoku will provide Participant Agreements to Marketplace Participants engaging with the Client’s Briefs. The Client is an intended third-party beneficiary of each Participant Agreement.
5. Right to Remove. Wazoku reserves the right to remove any Brief, Response, or communication that Wazoku reasonably believes may create liability for Wazoku or violate applicable laws.
6. No Employment Relationship. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between Wazoku and any Marketplace Participant, or between the Client and Wazoku.
Marketplace Client Obligations
1. Brief Content. The Client warrants that all Client Data provided for Briefs, and all communications with Marketplace Participants: (a) are accurate and will not infringe any third party’s intellectual property or other rights; (b) do not violate any applicable laws or regulations; and (c) are not defamatory, libellous, unlawfully threatening or harassing.
2. Compliance. The Client is solely responsible for compliance with all applicable laws regarding the content of Briefs, the use or acquisition of Responses, any transfer of technologies, export/import requirements, and employment, contractor and procurement regulations applicable to any direct engagement with a Marketplace Participant.
3. Direct Engagements. Where the Client enters into a direct relationship with a Marketplace Participant, the Client acknowledges that: (a) such relationship is between the Client and the Participant; (b) Wazoku is not a party to and has no liability for such relationship; (c) the Client is responsible for its own due diligence; and (d) all terms of
  engagement (scope, fees, deliverables, employment status, tax obligations) are the Client’s responsibility.
Marketplace Fees and Awards
1. Challenge Prize Awards. Awards are determined and funded entirely by the Client. The Award structure is specified in the Brief. For Prize Guaranteed Challenges, the Award must be guaranteed to at least one Participant. Following Acceptance and receipt of funds from the Client, Wazoku transfers the Award to the relevant Participant.
2. Payment Terms. Wazoku will invoice the Client for Awards and any pre-approved Marketplace Participant expenses. Invoices are payable in accordance with the Order (or net 30 days by bank transfer if not specified). The Client is responsible for any international transfer fees.
3. Taxes. The Client is responsible for all applicable taxes arising from Marketplace transactions, except taxes on Wazoku’s income or taxes arising from payments to Marketplace Participants.
4. Late Award Payment. If any Award payment is not received by the due date, Wazoku may charge interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% per annum above the Bank of England base rate), from the due date until actual payment.
5. Usage and Expiry. Purchased Marketplace Services (including prepaid Challenges and credits) must be used within the active Subscription Term. Unused services expire at the end of the Subscription Term. Prepaid services may carry over to a subsequent term if the Subscription Term is extended or renewed.
  
  PART C: GENERAL TERMS
Warranties and Liability
1. Mutual Warranties. Each party warrants that it has the legal authority to enter into this Agreement and to perform its obligations.
2. Service Warranty. Wazoku warrants that the Platform Services will materially conform to the Product Specifications during the Subscription Term. If the Platform Services do not so conform, the Client’s sole remedy is for Wazoku to use commercially reasonable efforts to correct the non-conformity. If Wazoku is unable to correct a material non-conformity within a reasonable period, the Client may terminate the affected Platform Services and receive a pro-rata refund of prepaid Charges.
3. Disclaimer. Except as expressly set out in this Agreement, the Platform Services are provided “as is” and Wazoku makes no other warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose or non-infringement. Wazoku does not warrant that the Platform
  Services will be uninterrupted or error-free.
4. Liability Cap. Subject to Section 13.6, each party’s maximum aggregate liability to the other under or in connection with this Agreement shall not exceed 100% of the Charges paid or payable by the Client in the 12-month period immediately preceding the event giving rise to the claim.
5. Exclusions. Subject to Section 13.6, neither party shall be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, revenue, data or business opportunity, however caused.
6. Carve-outs. Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited by applicable law; or (d) the Client’s obligation to pay the Charges and any Awards.
7. Service Levels. Wazoku shall provide the Platform Services in accordance with the Service Level Agreement published at wazoku.com/sla (the “SLA”). The SLA sets out the applicable uptime commitments, measurement methodology, and credit entitlements for service availability failures. In the event of conflict between the SLA and this Agreement on service level matters, the SLA shall prevail. Service credits are the Client’s sole remedy for Wazoku’s failure to meet the uptime commitments in the SLA, without prejudice to the Client’s right to terminate under Section 11.2 in the event of a material and persistent non-conformity.
Term and Termination
1. Subscription Term. The initial Subscription Term is as specified in the Order. Unless the Client gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term, the Subscription Term will automatically renew for successive periods of 12 months.
2. Termination for Cause. Either party may terminate this Agreement with immediate effect by written notice if the other party: (a) commits a material breach and, where capable of remedy, fails to remedy it within 30 days of written notice; or (b) becomes insolvent, enters administration, makes an arrangement with creditors, or ceases to carry on business.
3. Effect of Termination. On termination or expiry: (a) the Client’s access to the Platform Services will cease (subject to Section 14.4); (b) the Client shall pay all Charges due to the date of termination; (c) if the Client terminates under Section 14.2(a), Wazoku will refund prepaid Charges for the unused portion; (d) each party shall return or destroy
  the other party’s Confidential Information; and (e) the Client may request data export in accordance with Section 5.4.
4. Active Briefs. On termination or expiry, the Client shall maintain all active Briefs on the Innocentive Platform until expiration of the relevant Time Period. The Client remains responsible for payment of all Awards, fees and charges for active Briefs. Wazoku will continue to provide Marketplace Services for active Briefs, subject to the Client’s payment of all outstanding amounts.
5. Surviving Direct Engagements. Termination does not affect any direct engagement entered into between the Client and a Marketplace Participant, which survives on its own terms.
6. Survival. Sections 5, 6, 7, 9, 10, 11, 12, 13, 14 and this Section 14.6 survive termination.
7. Business Continuity. Wazoku shall notify the Client promptly on becoming aware of any circumstances that are reasonably likely to lead to insolvency proceedings, administration, or a similar process. In the event that Wazoku becomes subject to any such proceedings, Wazoku shall use reasonable endeavours (and shall use reasonable endeavours to procure that any administrator, liquidator or insolvency practitioner shall): (a) maintain the Client’s access to the Platform Services for a period of at least 30 days following the commencement of such proceedings; and (b) cooperate with the Client to enable export of Client Data in accordance with Section 5.4 within that period. Nothing in this Section 14.7 limits the Client’s right to terminate under Section 14.2(b) or to seek any other remedy available at law.
Indemnity
1. Client Indemnity. The Client shall indemnify, defend and hold harmless Wazoku, its affiliates and their respective employees, agents, contractors, officers and directors from and against any third-party claims, damages, losses and expenses (including reasonable legal fees) arising from: (a) the Client’s use of the Platform Services and Marketplace Services; (b) the content of any Brief; (c) the Client’s breach of its warranties under Sections 4 and 13; (d) the Client’s failure to pay any Award, fee or charge; (e) any direct engagement between the Client and a Marketplace Participant; or (f) the Client Data.
2. Wazoku Indemnity. Wazoku shall indemnify, defend and hold harmless the Client, its affiliates and their respective employees, officers and directors from and against any third-party claims, damages, losses and expenses (including reasonable legal fees) arising from: (a) Wazoku’s gross negligence or wilful misconduct in the provision of the Platform Services; (b) any confirmed personal data breach caused by Wazoku’s failure to maintain the security standards required under the DPA; or (c) Wazoku’s breach of its obligations under Section 10.3 (Participant Verification) or Section 10.4 (Participant Agreements) that directly causes a third-party claim against the Client. The indemnity in this Section 15.2 is subject to the Client: (i) giving Wazoku prompt written notice of any claim; (ii) giving Wazoku the right to participate in the defence of such claim (but not sole control, unless agreed); and (iii) not making any admission of liability without Wazoku’s prior written consent.
Linked Documents
The following documents are incorporated by reference. Wazoku may update them from time to time with at least 30 days’ notice of material changes. If a material change adversely affects the Client, the Client may terminate by giving written notice within 30 days of the change taking effect.
Terms of Use: wazoku.com/terms-of-use
Data Processing Addendum: wazoku.com/dpa
Service Level Agreement: wazoku.com/sla
AI, Security & Data Privacy: wazoku.com/ai-security-data-privacy
Security & Compliance: wazoku.com/security
Product Specifications: wazoku.com/product-specs
Privacy Policy: wazoku.com/privacy
General
1. Entire Agreement. This Agreement, together with any Orders and the Linked Documents, constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.
2. Governing Law. This Agreement is governed by the laws specified below, based on the data centre region selected by the Client: (a) United Kingdom: the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction. (b) United States: the laws of the State of Delaware, without regard to conflict of law
  principles. The state and federal courts located in Delaware shall have exclusive jurisdiction. (c) European Union (Germany): the laws of the Federal Republic of Germany. The courts of Frankfurt am Main shall have exclusive jurisdiction. (d) Other regions: the laws of England and Wales apply as default. Contact Wazoku to discuss jurisdiction requirements.
3. Dispute Resolution. The parties shall attempt to resolve any dispute by good-faith negotiation. If not resolved within 30 days, either party may commence proceedings in the courts specified in Section 17.2.
4. Assignment. The Client may not assign this Agreement without Wazoku’s prior written consent. Wazoku may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets. In the event of a change of control of the Client (whether by merger, acquisition, change of ultimate beneficial ownership, or otherwise), the Client shall notify Wazoku in writing within 30 days of such change becoming effective. Wazoku may, within 30 days of receiving such notification, terminate this Agreement on 30 days’ written notice if the entity acquiring control of the Client is a direct competitor of Wazoku. If Wazoku does not exercise this right within the 30-day period, the Agreement shall continue on its existing terms and the Client’s successor in interest shall be bound by this Agreement as if it were the original Client.
5. Amendments. Wazoku may update this Agreement by publishing a revised version with at least 30 days’ notice. Continued use after the effective date constitutes acceptance.
6. Force Majeure. Neither party shall be liable for delay or failure to perform (other than payment obligations) to the extent caused by circumstances beyond its reasonable control. For the avoidance of doubt, a force majeure event does not relieve the Client of its obligation to pay any Award or fee that has accrued in respect of work completed by a
  Marketplace Participant prior to the force majeure event. Where a force majeure event prevents completion of an active Brief, the parties shall negotiate in good faith to agree how to apportion any outstanding Award obligations, taking into account the proportion of work completed and expenses incurred by the relevant Marketplace Participant.
7. Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in full force.
8. Waiver. A failure to exercise any right shall not constitute a waiver of that right.
9. Notices. Notices shall be in writing and sent to the email address associated with the Client’s account (for the Client) or to legal@wazoku.com (for Wazoku).
10. Professional Services. If the Client engages Wazoku for consulting, onboarding or other professional services, those services will be governed by a separate statement of work or order.
11. Modern Slavery. To the extent applicable to that party’s jurisdiction and operations, each party warrants that it complies with the Modern Slavery Act 2015 (and any equivalent legislation in other jurisdictions) and maintains policies and procedures to ensure that modern slavery and human trafficking are not taking place in any part of its
  business or supply chain. Each party shall notify the other immediately on becoming aware of any actual or suspected breach of this Section 17.11.
12. Anti-Bribery and Corruption. Each party shall comply with the Bribery Act 2010, the US Foreign Corrupt Practices Act, and all applicable anti-bribery and anti-corruption laws. Neither party shall offer, promise, give, request, or accept any bribe or other improper advantage in connection with this Agreement.
13. Export Controls and Sanctions. The Platform Services are subject to applicable export control laws and sanctions. Neither party shall use or permit access to the Platform Services in violation of any applicable export control, trade sanctions or embargo regulations.
14. Regulatory Compliance. Each party shall comply with all laws and regulations applicable to its performance under this Agreement, including (where applicable) the UK General Data Protection Regulation, the EU General Data Protection Regulation, and the EU AI Act.
15. Insurance. Wazoku maintains professional indemnity insurance, cyber liability insurance, and public liability insurance at levels appropriate to the services provided under this Agreement. Details of current coverage are available on request or in the Wazoku Technical Security Pack.
16. Audit. The Client may, no more than once per year and on at least 30 days’ written notice, request Wazoku to demonstrate compliance with its obligations under this Agreement. Wazoku may satisfy this request by providing its current ISO 27001 certificate, Cyber Essentials Plus certificate, most recent penetration test summary, and
  any other relevant certifications or reports. If these materials do not reasonably address the Client’s concerns, the parties shall discuss in good faith what additional information or access is required. Any audit shall be conducted at the Client’s expense and shall not unreasonably interfere with Wazoku’s operations.
17. Third-Party Beneficiaries. Except as expressly stated in Section 10.4 (Participant Agreements), this Agreement does not confer any rights on any third party and no third party may enforce any term of this Agreement.
Acceptance and Formation
1. How this Agreement is Accepted. This Agreement becomes legally binding when the Client completes a purchase on wazoku.com by: (a) reviewing the Order summary (including the number and type of Licences, Subscription Term and Charges); (b) checking the box confirming acceptance of this Agreement and the Terms of Use; (c) checking the box confirming that the individual completing the purchase is authorised to enter into this Agreement on behalf of the Client organisation; and (d) submitting payment or billing details and completing the purchase. The date of acceptance is the date on which the purchase is completed (the “Effective Date”). Wazoku will issue a purchase confirmation to the email address provided by the Client, which serves as the Order for the purposes of this Agreement.
2. Authority. By completing a purchase, the individual doing so represents and warrants that they have the legal authority to bind the Client organisation to this Agreement. If the individual does not have such authority, they accept personal liability for all direct losses and costs reasonably incurred by Wazoku arising directly from that individual’s unauthorised execution of this Agreement, provided that such personal liability shall be capped at the Charges payable for the first year of the Subscription Term specified in the Order. This personal liability shall not apply where the individual can demonstrate that they took reasonable steps to verify their authority prior to accepting this Agreement and that there were reasonable grounds for their belief that such authority existed.
3. Records. Wazoku maintains a record of each acceptance, including the identity of the individual, the date and time of acceptance, the version of this Agreement accepted, and the details of the Order. This record constitutes evidence of the formation of the Agreement.
4. Version Control. The version of this Agreement in effect at the time of purchase governs the Client’s Subscription Term, subject to any updates made in accordance with Section 17.5. Previous versions are archived and available on request.
5. Negotiated Orders. Where the Client requires negotiated terms, the parties may execute a written Order that references and incorporates this Agreement (with any agreed modifications). In the event of conflict between a signed Order and this Agreement, the signed Order prevails.
6. Effective Date for Negotiated Orders. Where a written Order is executed by the parties in accordance with Section 18.5, the Effective Date is the date of the last signature appended to the Order. The individual signing on behalf of the Client represents and warrants that they have legal authority to bind the Client organisation. Wazoku will maintain a record of each executed Order, including the identities of signatories, the date of execution, and the version of this Agreement incorporated by reference.

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