onTerms Dictionary

One shared set of defined terms every module relies on, so a word never means two things in one Order. onterms:dict:1.0.0:EW · 80 terms.

Additional Terms v1.0.0: Bespoke, party-supplied terms attached to an Order that are not Standard Terms and not an Election value within an allowed set. No effect until a human countersigns; precedence (highest first): non-derogable/Mandatory-Law overlays, then Additional Terms (validly agreed), then Elections, then module Standard Terms, then Dictionary.
Affiliate v1.0.0: Any entity that Controls, is Controlled by, or is under common Control with a party, where Control means direct or indirect ownership of more than 50% of the voting equity or the power to direct management, for so long as that relationship subsists.
Agency v1.0.0: A person or entity acting on behalf of a Creator or Brand to negotiate, manage or fulfil an Order, with authority to bind its principal only to the extent stated in the Order.
AI Input v1.0.0: Any prompt, instruction, data, content or material a party submits to an AI feature of the Services for Processing. AI Input from the Customer or its Authorised Users is Customer Data.
AI Output v1.0.0: Any content an AI feature generates in response to AI Input. As between the parties, AI Output from the Customer's AI Input is treated as Customer Data, subject to the Customer's responsibility for its use and to the Provider's reservation that the same or similar output may be generated for others.
Beta v1.0.0: A pre-release, pre-general-availability version of a product, service or feature made available for evaluation and feedback. A type of Trial: provided 'as is' and excluded from warranties, service levels and the standard indemnities; may change or be discontinued; not for production use unless expressly agreed. Information about a Beta and its existence is Confidential Information.
Booking v1.0.0: The Order under the events module: it identifies the Venue or space, the Event dates and access times, the licensed area, the contracted Headcount or stand allocation, and the Services the Venue provides. The Booking grants a licence to occupy, not a lease or any estate or interest in land.
Boosting v1.0.0: The Brand paying to amplify a Deliverable from the Brand's own account or as a partnership/branded-content ad, distinct from Whitelisting. Requires an express Election (duration and spend); without it, only organic reach is licensed.
Brand v1.0.0: A person or entity that commissions, licenses or sponsors Content to promote its products or services, acting in the course of business.
Buyer v1.0.0: The party that orders and takes delivery of the Goods under an Order, acting in the course of business; never a Consumer (a consumer sale is a non-standard transaction routed to a human).
Commission v1.0.0: The amount the Principal pays the Introducer for each attributable Introduction, on the elected model (flat fee, percentage of first-year value, or percentage of recurring revenue actually collected) and trigger, the percentage bounded by the Order. Revenue-based Commission is owed only on amounts actually collected and is netted on refund, chargeback or clawback; it is part of the payment obligation.
Confidential Information v1.0.0: Non-public information disclosed by or for one party (Discloser) to the other (Recipient), in any form, marked confidential or that a reasonable person would understand to be confidential given its nature and circumstances, including the Order terms, Customer Data, and each party's non-public technical and business information; excluding information shown to be public without the Recipient's breach, lawfully pre-known, lawfully received from a third party free to disclose, or independently developed without use of the Discloser's information.
Content v1.0.0: Any creative material (video, image, audio, text, livestream or combination) produced by or for a Creator, including all components, raw and edited versions, and the IP Rights in it.
Controller v1.0.0: Has the meaning in UK/EU GDPR: the person who, alone or jointly, determines the purposes and means of Processing of Personal Data.
Creator v1.0.0: A person or entity that produces Content and grants rights in it, acting in the course of business (an influencer, content producer or their personal services company), enrolled via RegistryAttestation.
Customer Data v1.0.0: All data, content and materials the Customer or its Authorised Users submit to, store in, or generate through the Services, including Personal Data in it, but excluding Usage Data and the Provider's own pre-existing or independently generated materials. As between the parties, owned by the Customer or its licensors.
Deliverable v1.0.0: The specific item(s) of Content a Creator agrees to produce and deliver under an Order, as described in the Order, to the stated specification and schedule.
Derived Data v1.0.0: The outputs, models, insights, aggregates and analyses the Licensee generates from the Licensed Data, distinct from the Licensed Data itself. Ownership is elected (licensee, licensor or shared); whichever applies, the Licensor retains IP Rights in the underlying Licensed Data, and Derived Data that still contains or can re-identify Personal Data remains subject to onDPA.
Discloser v1.0.0: In respect of an item of Confidential Information, the party that discloses it (directly or through its Affiliates, staff or Permitted Recipients) to the other party. In a mutual arrangement each party is a Discloser as to its own Confidential Information and a Recipient as to the other's.
Disclosure v1.0.0: The Creator's obligation to disclose the commercial relationship in each Deliverable as required by Mandatory Law and applicable advertising codes (in E&W, the CAP Code and CMA/ASA guidance, e.g. a clear '#ad'/'Paid partnership' label). Mandatory and non-waivable: no Election may switch it off.
Documentation v1.0.0: The Provider's then-current published technical and end-user documentation for the Services, as updated, excluding marketing materials and third-party content.
Effective Date v1.0.0: The date the Order is accepted by both parties (or the later start date stated), when the Standard Terms become binding for that Order.
Elections v1.0.0: The constrained, typed, machine-validated variables a module exposes for an Order (Layer 3), each with a type, allowed set and default. The only sanctioned variation to Standard Terms; an input outside the allowed set is a non-standard term routed to a human.
End-Customer v1.0.0: The onward business customer to whom the Reseller resells or supplies the Products under its own terms. The End-Customer contracts with the Reseller, not the Vendor; the channel module governs the Vendor-Reseller layer, not the End-Customer relationship.
Enhanced Claims v1.0.0: Categories of claim with a raised or removed liability cap under CORE, distinct from standard claims. The standard-claims cap base is the applicable module's base: trailing-12-month Fees for subscription Services, or the Order or Booking charges for a one-off supply such as Goods or an Event. (a) The super-capped category (data breach and security incidents) sits at the 3x super-cap; and (b) the uncapped carve-outs are death or personal injury by negligence, fraud or fraudulent misrepresentation, the IP indemnity, breach of confidentiality, and the payment obligation, which a module may extend (for example Goods adds product liability under the Consumer Protection Act 1987). All other claims are standard claims.
Evaluation v1.0.0: The Recipient's internal assessment, during the pre-agreement phase or a Trial, of whether to enter into or expand an Order, including technical testing, security and compliance review, pricing discussion and proof-of-concept work, carried out within the Purpose. Distinct from production or commercial exploitation, which an Evaluation does not permit.
Evaluation Data v1.0.0: Synonym for Sample Data: data exchanged or loaded for the purpose of an Evaluation, Trial, Beta or POC.
Event v1.0.0: The conference, trade show, exhibition, corporate function, hosted meeting, stand booking or other commercial gathering for which the licensed area is hired under a Booking, held on the dates and within the access times stated in the Order.
Exclusivity v1.0.0: The degree to which a grant or appointment excludes others, and sometimes the grantor, on the mode set by the Order's Elections (typically none, sole or exclusive, or a module-specific mode), bounded by scope and read down to what is reasonable to protect a legitimate interest. The Creator module adds a category-and-competitor form of Exclusivity from its closed taxonomy; the channel, licence and data modules use the non-exclusive, sole or exclusive form. Default: none.
Feedback v1.0.0: Suggestions, enhancement requests, recommendations or other input a party provides about the Services. The Provider may freely use Feedback to develop/improve its offerings without obligation or attribution; Feedback never includes Customer Data or Confidential Information and grants no rights in the Customer's own products.
Fees v1.0.0: The amounts payable by a party under an Order for the Services, Goods, licence, Booking or other subject matter, as stated in the Order, exclusive of VAT and applicable taxes (payable in addition), and including any recurring, usage-based, royalty or commission charges where the applicable module so provides. See Price for the goods-supply equivalent.
Force Majeure Event v1.0.0: An event beyond a party's reasonable control that could not be avoided/overcome by reasonable steps (act of God, war, terrorism, civil disorder, government action, epidemic, fire, flood, failure of a utility/third-party network/upstream provider), but excluding inability to pay, a failure due to the affected party's own non-compliance, and anything within its reasonable control. Suspends affected obligations while it continues; never excuses payment of accrued Fees.
Goods v1.0.0: The tangible products the Seller (or, in the channel, the Vendor) agrees to supply under an Order, as described in the Order by specification, quantity and any agreed sample, including parts, packaging and accompanying materials.
Headcount v1.0.0: The contracted number of attendees or stand allocation for an Event as stated in the Order, confirmed by the Hirer by the stated date; a drop below a minimum Headcount or spend may trigger an attrition charge under the events module.
Hirer v1.0.0: The business hirer or exhibitor that books the Venue or space under a Booking, acting in the course of business, responsible for the acts and omissions of its staff, exhibitors, contractors and invitees within the Venue as for its own.
Increased Claims v1.0.0: Synonym for Enhanced Claims.
Initial Term v1.0.0: The first committed period of the subscription stated in the Order, from the Effective Date.
Introducer v1.0.0: The party that makes a passive Introduction of a Prospect to the Principal for an elected Commission. The Introducer has no authority to negotiate, conclude or bind, is not the Principal's agent, and is expressly not a commercial agent within the Commercial Agents (Council Directive) Regulations 1993.
Introduction v1.0.0: A single, passive, qualified act of identifying a Prospect and putting the Principal and Prospect in contact for the Principal to pursue. It is the whole of the Introducer's role; it confers no authority and does not warrant that the Prospect will transact.
IP Rights v1.0.0: All intellectual property rights worldwide, registered or not and including applications: patents, copyright and related rights, database rights, trade marks and goodwill, design rights, rights in trade secrets and confidential information, rights in software, and all rights of equivalent effect, for their full term.
Licensed Data v1.0.0: The dataset or feed the Licensor licenses under the data module, described by name, schema and scope and pinned by content hash (the sha256 digest of the agreed Licensed Data Snapshot). For a feed, each later increment supplied under the elected refresh cadence becomes part of the Licensed Data on delivery; a change beyond the Order's described scope is a new Licensed Data.
Licensed Data Snapshot v1.0.0: The canonical pinned bundle of the Licensed Data, identified by its sha256 content hash, fixing provenance and resolving later disputes about which data the grant covered. For a static dataset it is the single licensed artefact; for a feed it pins the agreed starting state and schema definition.
Licensed IP v1.0.0: The existing IP Rights (brand and trademark, content and media, character and likeness, or a software field of use) the Licensor grants the Licensee a bounded right to exploit within the elected field of use, territory, media and term. Patent, standards-essential/FRAND and pharmaceutical licensing are out of scope and route to a human.
Licensee v1.0.0: The party granted a bounded right to use the Licensed IP or Licensed Data within the elected scope under an Order, acquiring no ownership beyond the licence granted.
Licensor v1.0.0: The party that owns or controls, and grants a licence in, the Licensed IP or Licensed Data under an Order, reserving all rights not expressly granted.
Losses v1.0.0: Liabilities, damages, awards, settlements (consented to or court-ordered), penalties, costs and reasonable professional expenses (incl. reasonable legal fees) suffered or incurred by a party, subject to the liability allocation, caps and exclusions in CORE and the applicable module.
Mandatory Law v1.0.0: Any law, regulation or binding rule applicable to a party that cannot be excluded, varied or disapplied by agreement. Where a module term conflicts, the Mandatory Law prevails and only the conflicting words are read down; the rest stands.
Net Sales v1.0.0: The revenue base on which a percentage Royalty is calculated, as defined in the Order; the deductions permitted in arriving at Net Sales are stated there, and a definition outside the module's bounds is a non-standard term routed to a human.
Order v1.0.0: The ordering record (order form, online checkout, or agent-negotiated order object) the Customer accepts, which incorporates the relevant onTerms modules by reference, identifies the Services, Fees and term, and carries the typed Elections. Layer 2.
Order Document v1.0.0: Synonym for Order: the document or data object evidencing the Order.
Permitted Purpose v1.0.0: The single elected purpose for which the Licensee may use the Licensed Data (internal analytics, build-into-product, AI training, or resale of insights). Use outside the Permitted Purpose is outside the grant, and a purpose outside the closed taxonomy is a non-standard term routed to a human. Distinct from Purpose under onNDA and onEval, which is the confidentiality use-limit.
Permitted Recipients v1.0.0: The persons to whom a Recipient may disclose the Discloser's Confidential Information on a need-to-know basis for the Purpose: its and its Affiliates' employees, officers, professional advisers and contractors bound by confidentiality obligations no less protective than CORE §7, and any others the Discloser approves in writing. The Recipient remains responsible for each Permitted Recipient's compliance and is liable for their acts and omissions as for its own.
Personal Data v1.0.0: Has the meaning in UK/EU GDPR: any information relating to an identified or identifiable natural person, Processed by or for a party under the Order.
Price v1.0.0: The amount payable by the Buyer for the Goods as stated in the Order, exclusive of VAT and applicable taxes (payable in addition) and, save as the elected Incoterm allocates, exclusive of delivery and import charges. The goods-supply counterpart of Fees.
Principal v1.0.0: Under the introducer module, the party to whom a Prospect is introduced, which alone decides whether and on what terms to deal with the Prospect, runs its own diligence, contracts with the Prospect directly, and pays Commission on an attributable Introduction.
Processing v1.0.0: Has the meaning in UK/EU GDPR: any operation on Personal Data, automated or not (collection, recording, storage, use, disclosure, erasure, destruction). 'Process'/'Processed' construed accordingly.
Processor v1.0.0: Has the meaning in UK/EU GDPR: a person who Processes Personal Data on behalf of, and on the documented instructions of, a Controller.
Products v1.0.0: The Vendor's software or goods that the Reseller is appointed to market and resell under the channel module, supplied in unmodified form with the Vendor's accompanying terms, notices and Documentation.
Proof of Concept (POC) v1.0.0: A scoped, time-limited Trial run to demonstrate technical feasibility or fit for a specific use case, typically using Sample Data in a non-production environment, before any Order. A type of Trial: 'as is', evaluation-only, deprovisioned and its data deleted on completion or on a deal-dead notice unless an Order proceeds. 'POC' is construed accordingly.
Prospect v1.0.0: The named third party an Introducer identifies and puts in contact with the Principal. A Prospect is attributable only if it was not already in the Principal's pipeline or known to it for the same offering before the Introduction and the Principal transacts with it within the elected attribution window.
Purpose v1.0.0: The limited purpose for which Confidential Information is disclosed and may be used, stated in an onNDA, onEval or Order, typically evaluating, discussing, negotiating, scoping or conducting a Trial of a possible or actual transaction. The Recipient may use the Discloser's Confidential Information only for the Purpose and not for any other, including any competitive or commercial purpose outside it. Distinct from Permitted Purpose under the Data Licensing module, which is the elected use granted over Licensed Data.
Recipient v1.0.0: In respect of an item of Confidential Information, the party that receives it from or for the Discloser. The Recipient owes the protection, use-limitation and return-or-destroy obligations in CORE §7 and any onNDA/onEval. In a mutual arrangement each party is both Discloser and Recipient.
Renewal Term v1.0.0: Each successive period the subscription automatically renews after the Initial Term, of the length stated in the Order, unless either party gives non-renewal notice within the Order's elected window.
Reseller v1.0.0: An independent principal that buys Products from the Vendor and resells them in its own name, on its own account and at its own risk under the channel module. Not the Vendor's agent and not a commercial agent within the Commercial Agents (Council Directive) Regulations 1993.
Royalty v1.0.0: The consideration payable for a licence, on the elected model (flat fee, per unit, or a bounded percentage of Net Sales), supported where applicable by record-keeping, royalty statements and audit rights, and treated as part of the payment obligation for liability purposes.
Sample Data v1.0.0: Data a party provides to or makes available in a Trial, Beta or POC to enable evaluation, including test, demonstration, synthetic or limited production data and any data the Recipient loads into a trial environment. Sample Data is the Discloser's Confidential Information; where it contains Personal Data, onDPA (in its evaluation / controller-to-controller mode) applies and its Processing, return and deletion obligations ride above. Synonym: Evaluation Data.
Seller v1.0.0: The party that supplies and passes title in the Goods to the Buyer under an Order, acting in the course of business.
Services v1.0.0: The products, platform, SaaS, APIs and related support and professional services the Provider makes available under the Order, as described in the Order and the Documentation.
Standard Terms v1.0.0: The hosted, immutable, content-addressed clause text of an onTerms module (Layer 1), identified by module id and version. Adopt-verbatim: cannot be edited within an Order, only incorporated and parameterised by Elections.
Sub-processor v1.0.0: Any Processor engaged by the Provider (as Processor) to carry out Processing for the Controller, governed by onDPA's authorisation and flow-down requirements.
Subscription Term v1.0.0: The Initial Term plus each Renewal Term that takes effect, the full period the Services are licensed under the Order.
Territory v1.0.0: The geographic area within which a grant or appointment applies, set by the Order's Election from the module's allowed regions. Any territory or customer restriction operates only within the applicable competition-law safe harbour and is read down to what is lawful and reasonable.
Trading Document v1.0.0: Any purchase order, order acknowledgement, quotation, invoice, delivery note or similar document either party issues in the course of a sale. Printed conditions on a Trading Document do not displace the incorporated Standard Terms (the battle of the forms is resolved by incorporation, with no last-shot rule).
Training v1.0.0: Using data to develop, train, fine-tune or improve any ML/AI model. By default the Provider does not use Customer Data or AI Input/Output to Train any model except one dedicated to the Customer's own instance, unless an Order Election expressly permits broader Training. Aggregated, de-identified Usage Data may be used per the Usage Data definition.
Trial v1.0.0: A time-limited evaluation in which the Discloser makes a product, service or feature available to the Recipient before any Order, including a free trial, pilot, preview, beta, sandbox or Proof of Concept. Provided 'as is', without warranties, service levels, support commitments or indemnities except as expressly stated, and may be suspended or withdrawn; use is confined to the Purpose and to internal evaluation, not production or live use, unless the parties agree otherwise in writing.
Usage Data v1.0.0: Data the Provider observes/generates about the operation, performance and use of the Services (logs, telemetry, configuration, feature-usage metrics) that is not Customer Data and does not identify the Customer, any Authorised User, or any individual. Usable to operate, secure, support and improve the Services and for aggregated, de-identified statistics, with no re-identification.
Usage Licence v1.0.0: The licence a Creator grants a Brand to use a Deliverable, defined by its scope, media/channels, territory, duration and exclusivity, each set by the Order's Elections per the onTerms Creator module (onterms:creator:1.0.0:EW). Absent an Election, the default follows that module: a non-exclusive licence for the Creator's own organic channels plus the Brand's own digital channels, UK territory, for a BOUNDED term (default 12 months; never perpetual unless expressly elected as a priced buy-out). Paid amplification, whitelisting, brand-channel reuse, wider territory/media, and exclusivity each require an express Election. This is the Creator-specific licence; it is distinct from Licensed IP under the IP Licensing module (onterms:licence:1.0.0:EW) and Licensed Data under the Data Licensing module (onterms:data:1.0.0:EW).
Vendor v1.0.0: The party that supplies Products to a Reseller for onward resale under the channel module, retaining the IP Rights in the Products and marks. The Vendor sells to the Reseller as principal and does not direct the Reseller's resale prices.
Venue v1.0.0: The organiser or venue operator that supplies the licensed area and Event services under a Booking, retaining control of the premises and its statutory duties as controller of the premises.
Whitelisting v1.0.0: The Creator granting a Brand or its agency access to run paid advertising through the Creator's own account/handle (partnership/ad-code access), so ads appear to originate from the Creator. Off by default; requires an express Election fixing duration and ad-spend scope.