onTerms CORE Module v1.0 — Standard Terms (England & Wales)

onterms:core:1.0.0:EW · Status: v0.9 DRAFT — Not legal advice (requires E&W solicitor sign-off before production use).

The cross-cutting spine every onTerms instrument relies on. Until now CORE was virtual — its clauses lived inside whichever sector module was incorporated (confidentiality physically sat in saas-1.0-ew.md §12). That breaks for the pre-agreement phase: an onNDA must bind before any sector module or Order exists, so it needs one addressable, content-hashed §7 Confidentiality to incorporate. This file extracts CORE so onNDA (pre-Order), onEval (trial), and the Order (post-Order) all incorporate the same §7 — one source, three consumers, zero drift.

Architecture

Immutable, content-addressed; adopt-verbatim; the negotiable surface is the Elections. Capitalised terms from the Dictionary. Every Order incorporates exactly one CORE; onNDA/onEval incorporate CORE §7 only (the confidentiality spine), not the whole module. This file is the home of the confidentiality definition + the pre-agreement bridge (§7.8) + the entire-agreement rule (§13). The remainder of the CORE spine (liability architecture, governing-law/forum allowlist, precedence ladder) is specified in spec/onterms-protocol.md §2.2/§4 and summarised here; full extraction of those clauses into this file is tracked in spec/known-limitations.md.

0. B2B-only

Each party acts in the course of business, not as a consumer — a registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2), not a cosmetic boolean.

1. Definitions & precedence

Capitalised terms have the Dictionary meaning. The order of precedence is the protocol §2.2 ladder (non-derogable/Mandatory-Law floors highest; then Additional Terms; Elections; topic modules; sector module; CORE backstop).

7. Confidentiality

7.1 Each party (as Recipient) will protect the other's (the Discloser's) Confidential Information (as defined in the Dictionary, reused verbatim — including its four standard carve-outs) using at least reasonable care and no less than the care it uses for its own like information, and will use it only to perform or exercise rights under the Order (or, for an onNDA/onEval, only for the stated Purpose). 7.2 Permitted disclosures. A Recipient may disclose to Permitted Recipients (its and its Affiliates' personnel, officers, professional advisers and contractors who need to know for the Purpose, bound by obligations at least as protective as this §7; the Recipient stays responsible for them) and as required by law (with prompt prior notice where lawful and disclosing only the part required). 7.3 No licence. Disclosure grants no licence or IP transfer beyond use for the Purpose; Confidential Information remains the Discloser's. 7.4 Return or destruction. On the Discloser's written request or on expiry/termination, the Recipient returns or destroys the Confidential Information within the elected window, save routine secured backups deleted on the ordinary cycle and copies required by law/legal-hold (which stay subject to this §7 while retained). 7.5 Survival — the tail runs FROM DISCLOSURE [round-3 fix #2]. Confidentiality obligations for an item survive for confidentiality.confidentiality_tail_years (∈ {2, 3, 5}; default 3) from the date that item was first disclosed — not from the end of any Subscription Term. Trade secrets (Trade Secrets (Enforcement, etc.) Regulations 2018) and Personal Data (UK GDPR/DPA 2018) remain protected perpetually while they qualify. Running the tail from disclosure (rather than term-end) means onNDA, onEval and CORE share one clock, so an NDA→Order journey never resets or double-counts. 7.6 Remedies. Damages alone may be inadequate; the Discloser may seek injunctive/equitable relief in addition to damages for breach of confidence, directly from a court, without first exhausting any dispute tier. 7.7 Uncapped. Breach of confidence sits outside the General Cap and Super-Cap (it is an uncapped carve-out — protocol §2.2 / the liability architecture).

7.8 Confidentiality Continuity with a prior onNDA / onEval (Relation-Back) — the bridge

(a) Assumption & relation-back. Where the Order's confidentiality.prior_instruments[] Election identifies one or more pinned prior instruments (each an onterms:nda or onterms:eval referenced by module_id, version, sha256), all Confidential Information disclosed under each is and continues to be Confidential Information under this Order, protected by this §7 as if disclosed under this Order on the date it was first disclosed under that prior instrument (its Relation-Back Date — provably the RFC 3161 timestamp on that instrument's onSign record). This Order assumes and continues that protection; it does not restart, narrow or re-paper it. (b) No-extinguishment. The entire-agreement provision (§13) is expressly subject to this §7.8 and does not supersede, merge, extinguish or discharge any identified prior onNDA/onEval in respect of Confidential Information disclosed before this Order's Effective Date. (Belt: the prior instrument survives for the back-period; braces: §7.8(a) re-attaches the same protection prospectively from first disclosure — so even if a court read §13 to merge the NDA, protection does not fall away. Cf. Inntrepreneur Pub Co v East Crown on entire-agreement clauses; here the NDA is expressly excluded.) (c) Single standard. Because every instrument in the chain incorporates the same §7 and the same Dictionary definition, there is one standard of protection; a disclosure is protected once, with its clock from its Relation-Back Date — never two inconsistent regimes. (d) Precedence within the chain — boundary by parties + subject-matter [round-3 fix #6]. From the Effective Date, this §7 is the governing confidentiality regime. The prior instrument continues to apply only to (i) Confidential Information disclosed before the Effective Date that is outside the parties + subject-matter of this Order, and (ii) obligations already due under it before the Effective Date (e.g. an unsatisfied return demand). The boundary is defined by parties and subject-matter (the Order has no separate "Purpose" field); where both could apply to the same earlier item, this §7 prevails and the prior instrument is read down to the non-conflicting residue (preserved solely to prevent a gap, never to add an inconsistent obligation). (e) Tail = the LATER date. The tail for any item runs confidentiality_tail_years from the later of (i) its Relation-Back Date and (ii) this Order's termination/expiry; for items first disclosed under this Order, from the later of disclosure and termination. No item's protection ends earlier than under the prior instrument standing alone. (f) No prejudice if no Order. §7.8 is engaged only once an Order incorporating it takes effect. If no Order is signed, each onNDA/onEval stands alone, with the tail running from disclosure and return/delete triggering on a deal-dead notice (onNDA §4 / onEval §5).

8–12 (the rest of the spine, summarised — full extraction tracked)

Liability (1× trailing/total-fees cap with a one-directional monetary floor, 3× super-cap for data/security, uncapped carve-outs: death/PI, fraud, IP indemnity, confidentiality, payment), governing law & forum allowlist (E&W default; indivisible law/seat/rules triad), IP baseline, notices, assignment, force majeure — per spec/onterms-protocol.md and the sector module that incorporates CORE.

13. Entire agreement — written NARROW [round-3 fix #3]

This Order, these Terms, the incorporated documents, and any onNDA/onEval identified in confidentiality.prior_instruments[] are the entire agreement, and supersede prior representations save that (i) nothing excludes liability for fraudulent misrepresentation and (ii) this clause is subject to §7.8 and does not extinguish, in respect of Confidential Information disclosed before the Effective Date, any onNDA/onEval so identified. There is deliberately no unqualified "supersedes all prior agreements and understandings" — that root risk is removed, not introduced-then-carved.

Elections (CORE)

Hard-coded E&W overlays (not Elections)

Confidential Information = the Dictionary definition reused verbatim (no drift); tail runs from disclosure (§7.5); §13 entire-agreement is narrow and cannot extinguish a pinned prior NDA (§7.8(b)); breach of confidence uncapped; trade secrets + Personal Data perpetual; injunctive relief preserved (direct to court); death/PI + fraud never excluded; CRTPA 1999 excluded (Affiliates carve-back); no oral modification (Rock Advertising v MWB); governing law E&W default.