TERMS OF BUSINESS

INTERPRETATION & DEFINITIONS

For the purposes of these Terms of Business:

AI Meta Markets (AIMM) means the business operating under the trading name "AI Meta Markets".

Commercial Intelligence Services means the commercial intelligence, market research, analytical, information and related services provided by AIMM.

Commercial Intelligence Deliverable means any report, document, analysis, dataset, summary, presentation, communication or other information prepared or made available by AIMM.

Redacted Lead Intelligence Document means AIMM's preliminary Commercial Intelligence Deliverable in which selected identifying information may be removed, masked, substituted or otherwise redacted for commercial protection.

Commercial Intelligence Dossier means AIMM's enhanced Commercial Intelligence Deliverable relating to a specific commercial opportunity and containing such information as AIMM determines, at its sole discretion, to make available.

Commercial Intelligence Rider means the opportunity-specific document issued by AIMM setting out the commercial terms applicable to a particular Commercial Intelligence Deliverable and operating together with the applicable master framework agreement.

Master Agreement means AIMM's applicable master commercial framework agreement governing the ongoing commercial relationship between AIMM and the Client. At the date of publication of these Terms of Business, AIMM's standard onboarding agreement is the Master Commercial Intelligence, Non-Circumvention, Confidentiality & Fee Framework Agreement (M-CI NCNDA & IFFA). AIMM reserves the right, at its sole discretion, to amend, replace, rename or utilise an alternative master framework agreement where considered appropriate.

Client means any business, organisation or other person requesting or receiving Commercial Intelligence Services from AIMM.

Recipient means any person or organisation receiving or having access to a Commercial Intelligence Deliverable, whether directly or indirectly.

Applicable Contractual Documentation means any Master Agreement, Commercial Intelligence Rider or other written agreement issued or accepted by AIMM in relation to Commercial Intelligence Services.

1. ABOUT AI META MARKETS

AI Meta Markets ("AIMM") is an independent provider of Commercial Intelligence Services.

AIMM researches, compiles, organises and presents commercial intelligence relating to procurement opportunities and other commercial matters.

AIMM's role is limited to the preparation and provision of Commercial Intelligence Services and Commercial Intelligence Deliverables.

AIMM does not:

• act as a commodity broker;

• purchase or sell commodities;

• take ownership or possession of commodities;

• negotiate contracts on behalf of clients;

• execute commercial transactions;

• provide legal, financial, tax or investment advice;

• guarantee the availability of any commercial opportunity;

• guarantee the completion of any transaction.

2. COMMERCIAL INTELLIGENCE SERVICES

AIMM may, at its sole discretion, provide Commercial Intelligence Services including:

• Commercial Intelligence Deliverables;

• Redacted Lead Intelligence Documents;

• Commercial Intelligence Dossiers;

• market research;

• commercial analytics;

• procurement intelligence;

• commercial information services;

• related research and analytical services.

The nature, format, methodology, scope and content of any Commercial Intelligence Deliverable shall remain entirely at AIMM's discretion.

3. COMMERCIAL ENGAGEMENT FRAMEWORK

Where AIMM elects to establish an ongoing commercial relationship with a Client, AIMM may require the Client to enter into a Master Agreement before Commercial Intelligence Deliverables beyond the initial evaluation stage are made available.

Individual Commercial Intelligence Deliverables may be accompanied by a Commercial Intelligence Rider setting out the commercial terms applicable to the relevant Commercial Intelligence Deliverable.

The Commercial Intelligence Rider operates together with the applicable Master Agreement and applies only to the Commercial Intelligence Deliverable identified within that Rider.

The existence of a Master Agreement does not oblige AIMM to prepare, issue or release any particular Commercial Intelligence Deliverable.

Likewise, the issue of a Redacted Lead Intelligence Document does not oblige AIMM to issue any subsequent Commercial Intelligence Dossier. The preparation, release and content of all Commercial Intelligence Deliverables remain entirely at AIMM's discretion.

4. COMMERCIAL INTELLIGENCE DELIVERABLES

Commercial Intelligence Deliverables are prepared using information selected by AIMM from sources considered appropriate for the relevant commercial opportunity.

Commercial Intelligence Deliverables may include summaries, analytical observations, procurement information, source references, supporting documentation and other information selected by AIMM.

Commercial Intelligence Deliverables may be redacted, summarised, abbreviated or otherwise modified where AIMM considers this appropriate.

AIMM reserves the right to determine:

• whether a Commercial Intelligence Deliverable will be prepared;

• the information included;

• the level of detail provided;

• whether information is redacted;

• whether additional information is made available.

NON-INVESTMENT STATUS

AIMM operates exclusively as an independent provider of Commercial Intelligence Services.

Nothing contained within any Commercial Intelligence Deliverable, communication, proposal, correspondence, presentation or discussion shall constitute or be interpreted as:

• an agreement to invest;

• a commitment to provide funding;

• an agreement to deploy capital;

• an agreement to provide debt or equity finance;

• an agreement to participate in any joint venture;

• an undertaking to procure financing; or

• any other commitment to provide financial resources.

Recipients remain solely responsible for arranging all funding, financing, banking facilities, financial guarantees and capital required for their own commercial activities.

 5. CLIENT RESPONSIBILITIES

Clients and Recipients remain solely responsible for:

• independently verifying all information;

• conducting their own legal, technical, commercial and financial due diligence;

• undertaking sanctions, compliance and regulatory reviews;

• obtaining independent professional advice where appropriate;

• evaluating the suitability of any Commercial Intelligence Deliverable;

• making all commercial decisions;

• negotiating and executing contracts.

Clients shall not rely upon AIMM as a substitute for their own independent judgement or professional advisers.

6. BUYER REQUIREMENTS, PROCUREMENT PROCEDURES & TIME-SENSITIVE OPPORTUNITIES

Commercial opportunities described within any Commercial Intelligence Deliverable may be subject to buyer onboarding procedures, supplier registration requirements, participation fees, vendor approval processes, procurement procedures, prequalification requirements, documentary requirements, technical submissions, commercial submissions, bid bonds, compliance requirements, portal registration, clarification procedures, submission deadlines, validity periods, amendments, extensions, withdrawals, suspensions, cancellations or other requirements imposed by buyers, procurement authorities or other third parties.

Such requirements are established, administered and amended exclusively by the relevant third parties and remain entirely outside AIMM's control.

AIMM does not undertake to identify, verify, monitor, complete, satisfy or manage any such requirements on behalf of any Recipient.

Accordingly, AIMM accepts no responsibility whatsoever for:

• buyer onboarding requirements;

• supplier or vendor registration;

• registration, participation or application fees;

• prequalification requirements;

• procurement procedures;

• bid bonds or financial security requirements;

• documentary, technical, legal or compliance requirements;

• portal registration or electronic submission systems;

• clarification procedures;

• submission deadlines;

• validity periods;

• amendments;

• extensions;

• withdrawals;

• cancellations;

• closure of commercial opportunities;

• rejection or disqualification from any procurement process; or

• any consequence arising from or connected with any of the foregoing.

Recipients remain solely and exclusively responsible for satisfying all requirements imposed by buyers, procurement authorities or other third parties and for determining whether sufficient time exists to complete their own independent legal, commercial, financial, technical, operational, regulatory and compliance due diligence before participating in any commercial opportunity.

7. PROCUREMENT STATUS, TIMING & THIRD-PARTY CHANGES

Commercial opportunities may be published, amended, extended, republished, replaced, suspended, withdrawn, cancelled or otherwise modified by buyers, procurement authorities or other third parties at any time and without notice.

AIMM does not undertake to continuously monitor procurement opportunities or to notify any Recipient of subsequent changes affecting any Commercial Intelligence Deliverable.

Where AIMM prepares a later Commercial Intelligence Deliverable relating to the same or a substantially similar commercial opportunity, such Deliverable constitutes an independent Commercial Intelligence Deliverable prepared using information available at the relevant time.

AIMM shall have no obligation to identify, reference, compare or reconcile any earlier procurement publication, Commercial Intelligence Deliverable or previous procurement status.

Recipients remain solely and exclusively responsible for determining the current status, validity and availability of every commercial opportunity before relying upon or acting upon any Commercial Intelligence Deliverable.

AIMM accepts no responsibility whatsoever for:

• procurement publication dates;

• issue dates;

• submission periods;

• clarification periods;

• validity periods;

• amendments;

• republications;

• replacements;

• extensions;

• withdrawals;

• cancellations;

• procurement timetables;

• procurement status;

• the availability of any commercial opportunity; or

• any consequence arising from or connected with any of the foregoing.

8. INFORMATION STANDARD

Unless expressly stated otherwise, all Commercial Intelligence Deliverables are supplied strictly on an **"AS IS"** basis.

Commercial Intelligence Deliverables are provided solely for commercial evaluation and information purposes.

Commercial opportunities may change, be amended, withdrawn, cancelled or otherwise become unavailable without notice.

Information may become inaccurate, incomplete or superseded after preparation.

AIMM does not undertake to update, revise or supplement previously issued Commercial Intelligence Deliverables.

9. COMMERCIAL FEES

Commercial Intelligence Services may be provided subject to commercial fees agreed between AIMM and the Client.

Any applicable fee arrangements shall be identified in the relevant Commercial Intelligence Rider or other Applicable Contractual Documentation.

No fee arrangement shall be implied solely from these Terms of Business.

10. INTELLECTUAL PROPERTY

All Commercial Intelligence Deliverables, analytical methodologies, databases, software, report structures, templates, documentation and related intellectual property remain the exclusive property of AIMM unless expressly agreed otherwise in writing by AIMM.

No licence or right to reproduce, distribute, disclose or exploit any Commercial Intelligence Deliverable is granted except as expressly provided by AIMM.

11. CONFIDENTIALITY

Commercial Intelligence Deliverables may contain confidential and proprietary commercial information.

Recipients shall maintain the confidentiality of such information in accordance with the applicable contractual documentation and applicable law.

12. THIRD-PARTY INFORMATION

Commercial Intelligence Deliverables may contain information obtained from third-party sources.

AIMM does not control third-party information sources and does not certify, verify, guarantee or endorse third-party information.

References to third parties shall not constitute any recommendation, endorsement or representation by AIMM.

13. LIMITATION OF AIMM'S ROLE

AIMM's responsibility is limited to the provision of Commercial Intelligence Services expressly undertaken by AIMM.

AIMM does not supervise, manage or participate in:

• commercial negotiations;

• contract formation;

• financing arrangements;

• logistics;

• inspections;

• product quality;

• shipment;

• customs procedures;

• banking arrangements;

• regulatory approvals;

• transaction performance.

14. LIABILITY

Nothing in these Terms of Business shall be interpreted as a representation or warranty that any Commercial Intelligence Deliverable is accurate, complete, current or suitable for any particular commercial purpose.

Subject to applicable law and the Applicable Contractual Documentation, Clients and Recipients remain solely responsible for all decisions, actions and omissions arising from their use of, or reliance upon, any Commercial Intelligence Deliverable.

Nothing in these Terms of Business excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

15. MODIFICATION OF SERVICES

AIMM may modify, suspend, replace or discontinue any Commercial Intelligence Service, methodology, report format, analytical process or Commercial Intelligence Deliverable at any time and without prior notice.

Nothing in these Terms of Business obliges AIMM to continue providing any particular service or methodology.

16. PRECEDENCE OF CONTRACTUAL DOCUMENTATION

Where Applicable Contractual Documentation exists between AIMM and a Client, that documentation shall govern the relevant commercial relationship to the extent of any inconsistency with these Terms of Business.

17. GOVERNING LAW & JURISDICTION

These Terms of Business shall be governed by and construed in accordance with the laws of England and Wales.

Subject to any contrary provision contained in the Applicable Contractual Documentation, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms of Business.

Contact

Questions regarding these Terms of Business or AIMM's Commercial Intelligence Services may be submitted using the contact details published on the Contact page.