Version: 1.0.
Company Details Company Name: Jube Operations Limited trading as Jube (JOL) Company Number: 14442207 Registered Address: Northgate House, North Gate, New Basford, Nottingham, England, NG7 7BQ.
Company Introduction JOL is a UK company that architects, develops, and implements horizontally scalable, high-throughput software for real-time transaction and event monitoring. Engagements with Clients typically span software development, data engineering, machine learning (both supervised and unsupervised classification), and increasingly artificial intelligence, including integration, embedding, and inference where distinct from machine learning.
JOL’s stated mission is to work with Clients on the training, support, and implementation of Jube – an Open-Source Anti-Money Laundering (AML) and Fraud Detection Transaction Monitoring software, which it maintains. Under the umbrella of JOL, there is also a corpus of advanced analytics know-how.
1. Scope of Services 1.1 These Terms of Business govern the provision of support services and/or software development services (“Services”) by JOL (“Provider”) to the client (“Client”). 1.2 Any proposal, statement of work, quotation, or similar document agreed between the parties shall be deemed incorporated into these Terms. 1.3 The Provider reserves the right to modify these Terms of Business from time to time. The applicable version of the Terms of Business shall be included in each Work Order and shall take effect upon the Client’s acceptance of that Work Order.
2. Fees and Payment 2.1 Fees for the Services will be as set out in the applicable agreement, quotation, or statement of work. 2.2 All fees are exclusive of taxes, which shall be payable by the Client in addition. 2.3 Fees shall be invoiced and payable quarterly in advance (covering a three-month period). 2.4 Payment is due within thirty (30) days of the date of the Provider’s invoice. 2.5 If any payment is not made when due, the Provider reserves the right to charge statutory interest at the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily until payment is received in full. 2.6 To the extent that on-site visits to the Client’s premises (or any other location) are required, the Provider shall be entitled to charge for reasonable travel and subsistence expenses. Such expenses will be billed in accordance with the HMRC international scale rate directory (as updated from time to time – see https://www.gov.uk/guidance/expenses-rates-for-employees-travelling-outside-the-uk) and must be agreed with the Client in advance.
3. Service Delivery 3.1 Remote Delivery: The Services shall be delivered remotely by default unless otherwise agreed in writing between the Provider and the Client. 3.2 Service Request Channels: All service requests must be submitted through one of the following channels:
- [Matrix] Room (preferred; invite-only private support channel).
- Email to support@jube.io 3.3 Response Time: The Provider shall acknowledge and respond to all service requests within a maximum of four (4) business hours. 3.4 Service Management: All service requests will be promptly transposed into a new or related JIRA ticket linked to the Client’s project. 3.5 Documentation: Documentation and supporting materials (including but not limited to procedures) created as part of the Services will be shared via the Provider’s Confluence workspace, to which the Client will be granted guest-user access. 3.6 Availability: The Provider shall endeavour to provide responses on a 24x7 basis, subject to the call-out availability of Richard Churchman or Greg Hancel via the [Matrix] room or by mobile phone. Responses via WhatsApp are not guaranteed. 3.7 Meetings: Online meetings (e.g., Zoom) will be scheduled on demand as required. The Client shall ensure that an appropriately qualified resource is available to supervise the work during such sessions.
4. Confidentiality 4.1 Each party (“Receiving Party”) undertakes to keep confidential and not to disclose to any third party any confidential information of the other party (“Disclosing Party”) which it may receive in connection with these Terms, except as permitted under this clause. 4.2 “Confidential Information” means any information (whether written, oral, or in any other form) disclosed by the Disclosing Party to the Receiving Party that is identified as confidential or that ought reasonably to be considered confidential given its nature and the circumstances of disclosure. 4.3 The Receiving Party may disclose Confidential Information: (a) to its employees, agents, or subcontractors who need to know such information for the purposes of carrying out the Services, provided that they are bound by confidentiality obligations no less stringent than those contained in this clause; (b) as required by law, regulation, or court order, provided that (where lawful) the Disclosing Party is given prior written notice of such disclosure. 4.4 The obligations in this clause shall not apply to information that: (a) is or becomes publicly available other than through a breach of this clause; (b) was lawfully in the Receiving Party’s possession before disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. 4.5 The obligations of confidentiality shall survive termination of these Terms for a period of five (5) years.
5. Intellectual Property 5.1 All intellectual property rights in any materials, deliverables, or software created by the Provider in connection with the Services (“Deliverables”) shall vest in the Provider until all fees due under the relevant agreement have been paid in full, except as otherwise agreed in writing. 5.2 Vesting does not include Jube Open-Source real-time Anti-Money Laundering and Fraud Detection Transaction Monitoring software (which is independently licenced under AGPLv3), integration software created to Jube software, reports, or advanced analytics (such as machine learning models) developed using consortium data. 5.3 Upon full payment of fees, ownership of Deliverables not falling under clause 5.2 exceptions (excluding any pre-existing intellectual property of the Provider or its licensors) shall transfer to the Client. 5.4 The Provider shall retain ownership of any methodologies, know-how, tools, frameworks, and pre-existing intellectual property used in providing the Services. The Provider grants the Client a non-exclusive, non-transferable license to use such elements solely as incorporated into the Deliverables.
6. No Warranty 6.1 The Services and Deliverables are provided “as is” and “as available.” 6.2 To the fullest extent permitted by law, the Provider disclaims all warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.
7. Limitation of Liability 7.1 To the maximum extent permitted by law, the Provider shall not be liable for: (a) any indirect, incidental, consequential, or special loss or damage; (b) any loss of profit, revenue, savings, data, goodwill, or opportunity; (c) any claim arising out of or in connection with Client misuse of the Deliverables. 7.2 The Provider’s total aggregate liability in contract, tort (including negligence), or otherwise arising out of or in connection with these Terms shall not exceed the total fees paid by the Client to the Provider under the relevant agreement in the 12 months preceding the claim.
8. Insurance 8.1 The Provider shall maintain in force throughout the term of its engagement with the Client the following insurance policies with a reputable insurer: (a) Professional Indemnity Insurance – with a minimum cover of GBP £1,000,000 per claim to cover liabilities arising from the provision of the Services; (b) Public Liability Insurance – with a minimum cover of GBP £1,000,000 per claim to cover liabilities, claims, or damages arising out of site visits, including injury to persons (other than employees) or damage to property. 8.2 The Provider shall provide evidence of such insurance to the Client upon reasonable request.
9. Force Majeure 9.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, strikes, labour disputes, war, terrorism, government action, or failure of utilities or communications (“Force Majeure Event”). 9.2 The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and shall use reasonable endeavours to mitigate its effects. 9.3 If the Force Majeure Event continues for a period of more than sixty (60) days, either party may terminate the affected agreement by giving written notice to the other.
10. Alternate Dispute Resolution (ADR) 10.1 The parties shall use their best efforts to resolve any dispute arising under these Terms by negotiation. 10.2 If the parties are unable to resolve the dispute within thirty (30) days, they agree to refer the matter to mediation administered by [mediation body, e.g., Centre for Effective Dispute Resolution (CEDR)] before resorting to litigation. 10.3 Nothing in this clause shall prevent either party from seeking urgent injunctive relief.
11. Termination 11.1 Either party may terminate the agreement by giving not less than three (3) months’ prior written notice to the other party. 11.2 Either party may terminate the agreement by written notice if the other party materially breaches these Terms and fails to remedy the breach within thirty (30) days of receiving notice. 11.3 Upon termination, the Client shall pay the Provider for all Services performed and expenses incurred up to the effective date of termination. Where fees have been paid in advance, the Provider shall be entitled to retain fees covering the notice period.
12. Governing Law and Jurisdiction 12.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales. 12.2 Subject to Clause 10 (ADR), the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising under or in connection with these Terms.
13. Data Processing Compliance 13.1 For the purposes of the UK GDPR and the EU GDPR (GDPR), the parties acknowledge that JOL acts as a data processor. The terms and obligations relating to our processing of Personal Data are set out in Appendix A: Data Processing (GDPR) which forms an integral part of the JTOS.
Appendix A: Data Processing (GDPR)
1. Role as Data Processor
JOL acts as a data processor under the GDPR and processes personal data, including email addresses, usernames, contact details, and IP addresses, on behalf of Clients (the data controllers) and only in accordance with their instructions.
2. Purpose of Processing
JOL processes Personal Data solely to:
- Provide, manage, and improve the services requested by Clients.
- Maintain the security and integrity of services.
- Comply with applicable legal obligations as a processor.
3. Data Sharing and Transfers
JOL does not sell Personal Data. JOL may share personal data only as necessary to provide services or as required by law. Any transfers outside the UK/EEA are subject to appropriate safeguards in line with GDPR.
4. Data Retention
JOL retains Personal Data only as instructed by the data controller or as required by law.
5. Security
JOL implements appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, loss, destruction, or damage.
6. Sub-processors
JOL may engage third-party sub-processors to help provide our services. All sub-processors are bound by contractual obligations consistent with GDPR.
7. Data Subject Rights
JOL will assist Clients in fulfilling their obligations to respond to data subject requests under GDPR, including requests for:
- Access to Personal Data.
- Rectification or erasure.
- Restriction or objection to processing.
- Data portability.
- Withdrawal of consent.
8. Contact
For any enquiries regarding JOL processing of Personal Data, please contact support@jube.io.