Terms of Service

These Terms of Service ("Terms") govern your access to, and use of, the Mesura platform provided by SeyTravel Ltd (C94462), trading as Mesura ("Mesura", "we", "our" or "us").

By accessing or using the platform you agree to them. If you use Mesura on behalf of an organisation, you confirm that you are authorised to accept these Terms on behalf of that organisation, and references to "you" include that organisation.

Where we process personal data on an organisation's behalf, our Data Processing Agreement forms part of these Terms, and our Privacy Policy explains how we handle personal data.

In the event of any inconsistency between these Terms and the Data Processing Agreement, the Data Processing Agreement prevails solely in relation to the processing of personal data.

Definitions

"Account" means the account an organisation or individual holds on the platform, whether or not it has a Subscription.
"AI Readiness" means an organisation's level of preparedness to adopt, govern, implement and use artificial intelligence responsibly, effectively and in accordance with applicable legal, regulatory and ethical standards, as assessed by the platform using our methodology.
"Benchmark Data" means anonymised and aggregated statistical, comparative and analytical data used by the platform to generate benchmarking, comparisons and insights, including data derived from our customer base and other lawful third-party sources, which does not identify any individual or organisation.
"Confidential Information" means any information disclosed by or on behalf of a party that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business, technical, commercial, customer, financial and security information and, in our case, the platform, methodology, Benchmark Data and related materials.
"Methodology" means our proprietary assessment models, assessment criteria, survey instruments, scoring methods, algorithms, benchmarking techniques and analytical processes used to generate the outputs.
"Organisation" means the legal entity, business, public authority, charity or other organisation that registers for, purchases or otherwise uses the service. References to an organisation include its authorised users where the context requires.
"Outputs" means any dashboards, reports, charts, scores, analytics, visualisations, summaries, exports or other content generated by the platform specifically for an organisation through its use of the service.
"Platform" means the Mesura online software platform, including its websites, applications, dashboards, surveys, databases, software, interfaces, functionality and related technology made available by us.
"Service" means the provision of the platform by us under these Terms, including any Subscription, together with any related support services.
"Subscription" means any paid plan, package or add-on purchased or otherwise made available for an Account, including its permitted users, features, usage limits, billing cycle and term. Some features may be available without a Subscription.

The service

Mesura is a software platform that enables organisations to assess and monitor their AI Readiness through surveys, benchmarking and reporting tools. Some features are available to every Account and others through a Subscription. The platform may include features such as AI Readiness assessments, benchmarking against national and European datasets, longitudinal tracking, workshop surveys, dashboards, outputs and data exports.

We may enhance, modify, replace or discontinue features, functionality, benchmarking methodologies or datasets from time to time in order to improve the platform, comply with legal or regulatory requirements, address security or technical issues, or reflect the ongoing development of our products and services. We will give you reasonable advance notice by email of any change under this paragraph that affects your Subscription. If the change materially alters the nature of the subscribed Service or materially adversely affects your rights in relation to it, you may cancel automatic renewal by giving us written notice before your current Subscription period expires. Your Subscription will remain in effect until the end of that period and will then expire without renewing. If advance notice is not reasonably practicable because the change is required by law or a binding regulatory requirement, or is necessary to address an urgent security issue, we will notify you as soon as reasonably practicable. Your right to cancel automatic renewal also applies to those changes.

Accounts, access and acceptable use

You are responsible for maintaining the confidentiality of your login credentials, choosing a password that meets our password requirements and that you do not use for other services, keeping your account information accurate and up to date, and for all activities carried out using your account. You must notify us promptly if you become aware of any unauthorised access to, or use of, your account.

You must be 16 or over to hold an account. By creating one you confirm that you are. People under 16 may answer a tool by a group link or a participant code, and use the learning tasters that need no account, without holding one. Readiness rounds run by a group are for adults, and you invite only people aged 18 or over to a round you run. If we learn that an account holder is under 16, we suspend the account and erase it.

When you use the platform to collect personal data about other people, by adding people to a group, running a round, or sharing a tool by link, participant codes or a live quiz, you are the controller of that data and we are your processor. Our Data Processing Agreement applies to that processing between you, or the organisation you act for, and us, and you accept it by accepting these Terms. You are the controller for every top-level group, folder or tool you own, from the moment you create it or it passes to you.

You must use the platform only for lawful purposes and in accordance with these Terms. You must not:

attempt to disrupt, interfere with, damage or impair the platform or the service, or the use of either by any other person;
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas or algorithms of the platform, except to the extent such restrictions are prohibited by applicable law;
introduce or transmit any virus, malware, ransomware or other harmful code or material;
attempt to gain unauthorised access to the platform, our systems, another customer's account, or any data or information that you are not authorised to access;
use automated scripts, bots, crawlers, scrapers or similar technologies to access, monitor, extract or copy data from the platform without our prior written consent;
circumvent or attempt to circumvent any authentication, security or access-control measures implemented by the platform;
upload, submit or otherwise provide any data that you are not legally entitled to use or disclose;
permit any unauthorised third party to access or use your account or subscription;
sell, sublicense, lease, assign, transfer or otherwise make the platform or the service available to any third party except as expressly permitted under these Terms;
use the platform or the service in any manner that could reasonably be expected to interfere with its operation, compromise its security, or adversely affect other users; or
use the platform, the outputs or the methodology to develop, benchmark or train a competing product or service, or otherwise seek to reproduce or derive the methodology or Benchmark Data.

Your obligations as an organisation

The service is designed to assess AI Readiness across an organisation. While participation by your entire workforce is not mandatory, broader participation is likely to produce more representative and meaningful outputs.

You are responsible for ensuring that all data you submit to the platform is accurate, complete and up to date, and that you are legally entitled to provide it to us. By uploading employee details or inviting employees or other users to the platform, you confirm that you have a valid legal basis to do so and have provided any notices required under applicable data protection law.

You are responsible for the acts and omissions of your authorised users and administrators, for maintaining appropriate internal controls over access to the platform, and for ensuring that your use of the service complies with these Terms and all applicable laws. You are responsible for determining who within your organisation should have administrative privileges and for promptly removing access for users who no longer require it.

Billing

Paid subscriptions are billed through our third-party payment processor, Stripe, on a monthly or annual basis, as selected when you purchase the subscription. Where applicable, a subscription may begin with a trial period, after which billing will commence in accordance with the subscription selected unless cancelled before the end of the trial period.

You are responsible for ensuring that your payment information is accurate and up to date. Fees are payable in accordance with the applicable subscription and are due on the dates specified at the time of purchase.

All fees are exclusive of VAT and any other applicable taxes, unless expressly stated otherwise.

Unless cancelled by you before renewal, subscriptions automatically renew for successive periods of the same duration. We may change subscription fees upon renewal by providing reasonable notice before the start of the next subscription period.

If you dispute any charge in good faith, you must notify us promptly and provide reasonable details of the dispute. A genuine dispute will not, by itself, entitle us to suspend the service, provided that you continue to pay all undisputed amounts when due.

If a payment of an undisputed amount fails, we may provide a reasonable grace period and notify you of the outstanding amount. If payment is not received within that period, we may suspend access to the platform until the account is brought up to date.

Any interest on overdue amounts will accrue only to the extent and from the date permitted under applicable Maltese law. Fees are non-refundable except where required by law.

You can manage or cancel your subscription from your account settings. Unless otherwise stated at the time of purchase, cancellation will take effect at the end of the current paid subscription period, and you will continue to have access to the service until that date. Cancelling a Subscription does not close your Account, and any features available without a Subscription remain available to you.

Results are advisory

AI Readiness scores, benchmarks, and recommendations are provided for informational and guidance purposes only, and do not constitute professional, legal, regulatory, compliance, employment or other advice. We report organisational and group-level results only. Outputs must not be used to assess, rank, profile, monitor or make decisions about individual employees, including decisions relating to recruitment, performance evaluation, promotion, remuneration, disciplinary action or termination of employment. Benchmark Data, including national and European benchmarking information, may be derived from external sources and is provided for comparative and informational purposes only. We do not warrant that Benchmark Data is complete, current or accurate in all respects. You remain solely responsible for evaluating the outputs and for any decisions, actions or omissions arising from your use of the service or the outputs.

AI Readiness scores are generated using our methodology and should not be interpreted as a certification, accreditation, compliance assessment or assurance that an organisation complies with applicable laws.

Data and intellectual property

Your organisation retains ownership of the data and information it submits to the platform. Subject to our ownership of the platform, the methodology, Benchmark Data and other Mesura intellectual property, you own the outputs generated specifically for your organisation through your use of the service. Such ownership does not extend to the underlying platform, methodology, Benchmark Data or any intellectual property used to generate those outputs.

You may access and export your outputs for your internal business purposes while you hold an Account and afterwards, provided that such use does not involve distributing, commercialising, sublicensing or otherwise making the outputs available to third parties, except as permitted under these Terms.

We retain all rights, title and interest in and to the platform, its software, technology, interfaces, survey instruments, the methodology, Benchmark Data, and all intellectual property rights in or relating to them, together with anything we owned, developed or created before providing the service or independently of providing the service.

You grant us a non-exclusive, royalty-free licence to use, host, store, reproduce, process and transmit your data solely to the extent necessary to provide, maintain, improve and develop the service.

We may also create anonymised and aggregated data from your use of the service. This data does not identify your organisation or any individual, and we use it only to:

build and update Benchmark Data;
develop and improve the methodology and the platform;
publish aggregate reports and statistics, such as national or sector AI readiness reports;
contribute to academic or industry research.

Published reports and research use aggregate figures only and never name your organisation, unless you have agreed in writing to be named. We may keep anonymised and aggregated data for as long as it remains reasonably necessary for one or more of the purposes listed above. We review that need at least once a year and delete any such data that is no longer reasonably necessary for any of them.

We will defend you against any third-party claim alleging that the platform infringes that third party's intellectual property rights and will pay any damages, costs or settlements finally awarded by a court of competent jurisdiction, or agreed by us, in connection with such claim, provided you promptly notify us of the claim, provide reasonable assistance, and allow us to control the defence and settlement. This indemnity does not apply to claims arising from data or materials provided by you, modifications made by anyone other than us, use of the platform in combination with products or services not provided by us, use of the platform outside these Terms, or any use of the platform after we have provided a modified or replacement version intended to avoid infringement.

Service warranty

We will provide the service with reasonable skill and care, consistent with accepted industry standards for providers of similar services. If you notify us of a material defect in the service, we will use reasonable efforts to correct or remedy that defect within a reasonable period.

Except as expressly stated in these Terms, including the service levels below, the platform and the service are provided on an "as is" and "as available" basis. We do not warrant that the platform will be uninterrupted, error-free, continuously available, or that all features or functionality will operate without defects.

Benchmark Data and other comparative information provided through the service are provided for informational purposes only and may be derived from external sources. We do not warrant that such data is complete, current or accurate in all respects. We may update, modify or replace Benchmark Data from time to time as datasets, methodologies and sources evolve.

Service levels

We aim to keep the platform available 99.5% of the time in each calendar month, not counting planned maintenance. We announce planned maintenance at least 48 hours in advance, on the platform and by email to your organisation's managers. We reply to support requests sent to support@mesura.ai within one business day (Monday to Friday, excluding public holidays in Malta). We notify you of any security incident affecting your organisation's data without undue delay, as set out in our Data Processing Agreement.

These are targets. Missing them does not entitle you to service credits or refunds, and does not limit your other rights under these Terms.

Confidentiality

Each party must keep confidential and must not disclose to any third party any Confidential Information received from the other party, except as permitted under these Terms. Each party may use the other party's Confidential Information only to perform its obligations and exercise its rights under these Terms and must protect such information using reasonable safeguards. These obligations continue after the agreement ends and are without prejudice to each party's rights under the Trade Secrets Act (Chapter 589 of the Laws of Malta).

The obligations in this clause do not apply to information that the receiving party can demonstrate:

is or becomes publicly available other than through a breach of these Terms;
was lawfully known to the receiving party before disclosure;
is lawfully received from a third party without breach of any confidentiality obligation; or
must be disclosed by law, regulation or court order, provided that the receiving party gives the other party reasonable notice before disclosure where legally permitted to do so.

A party may disclose Confidential Information to its employees, professional advisers, contractors, service providers and subcontractors where reasonably necessary for the purposes of these Terms, provided that such persons are subject to confidentiality obligations no less protective than those set out in this clause.

Upon termination of these Terms, each party must, upon reasonable request, return or securely delete the other's Confidential Information, except where retention is required by law, regulation, professional obligations or legitimate record-keeping purposes. The obligations in this clause survive the termination of these Terms.

AI governance

Our methodology and outputs are designed to support organisations in developing lawful, ethical, transparent, and accountable approaches to the adoption and use of artificial intelligence, having regard to principles such as data protection, human oversight, governance and risk management.

The service is intended to provide guidance and insights only and does not constitute legal, regulatory, compliance or certification advice, nor does use of the service guarantee that an organisation complies with any applicable law, regulation, standard or framework.

You remain solely responsible for determining how you implement AI governance practices within your organisation and for ensuring that your use of artificial intelligence complies with applicable laws and regulations. Any decisions, actions or omissions taken in response to the outputs remain your responsibility.

Liability

Nothing in these Terms excludes or limits either party's liability to the extent that such liability cannot be excluded or limited under applicable law.

Subject to the above, neither party shall be liable to the other for any indirect, consequential, special or incidental loss, or for any loss of profits, revenue, business, goodwill, anticipated savings, opportunity, reputation, or loss, corruption or recovery of data.

To the extent permitted by law, each party's total aggregate liability arising out of or in connection with these Terms or the service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of (a) the fees paid or payable by you for the service during the twelve months preceding the event giving rise to the claim and (b) one hundred euro (€100).

The limitation of liability above shall not apply to:

amounts properly due and payable under these Terms;
fraud or fraudulent misrepresentation;
wilful misconduct;
death or personal injury caused by negligence where liability cannot be limited by law; or
any other liability which cannot be excluded or limited under applicable law.

The limitation of liability in this clause shall not apply to liability arising from confidentiality obligations, data protection obligations, or the intellectual property indemnity set out in these Terms, except to the extent such limitation is permitted by applicable law.

Suspension and termination

Subscriptions cannot be cancelled during the applicable subscription term except in accordance with these Terms.

Either party may terminate these Terms by giving thirty (30) days written notice to the other party, provided that such termination shall only take effect at the end of any active subscription period unless otherwise permitted under these Terms. Termination will not affect any subscription already purchased, and access to the service will continue until the end of the applicable subscription period unless these Terms provide otherwise.

You may close your Account at any time from your account settings or by contacting us. Closing an Account does not cancel, or entitle you to a refund of, any Subscription period already paid for.

Either party may terminate these Terms with immediate effect if the other party commits a material breach of these Terms and fails to remedy that breach within twenty (20) days after receiving written notice requiring it to do so, or if the other party becomes insolvent, enters liquidation or ceases to carry on business.

We may suspend access to the platform or the service if you fail to pay undisputed amounts when due, or if we reasonably believe that suspension is necessary to protect the security, integrity or availability of the platform, to prevent unlawful activity, or to address a breach of these Terms. Where reasonably practicable, we will provide notice before suspending access.

Following termination or the closure of an Account, you may access and export your organisation's data and any outputs to which you are entitled for a period of thirty (30) days, after which we will delete or anonymise such data in accordance with our Privacy Policy and the Data Processing Agreement. We may retain information where required by law, regulation, professional obligations, or legitimate audit purposes.

Termination does not affect any rights or obligations that are intended to survive termination, including obligations relating to confidentiality, intellectual property, liability, payment obligations and applicable data protection obligations.

Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action, labour disputes, failures of telecommunications networks, internet service providers, hosting providers, cloud infrastructure providers or other third-party service providers.

The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable efforts to mitigate the effects of the event. This clause does not excuse any obligation to pay amounts properly due under these Terms.

Assignment

You may not assign, transfer, novate, subcontract or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent, such consent not to be unreasonably withheld or delayed.

We may assign, transfer, novate or otherwise dispose of our rights and obligations under these Terms to an affiliate, successor entity or purchaser of all or substantially all of our business or assets relating to the service, provided that such transfer does not materially reduce your rights under these Terms. Any attempted assignment or transfer in breach of this clause shall have no effect.

Notices

Any notice given under these Terms must be in writing and sent by email to the contact details provided by the relevant party. Notices sent by email shall be deemed received on the next business day after transmission, provided that the sender does not receive an automated notification of failed delivery. You are responsible for keeping your contact details accurate and up to date.

Waiver

A failure or delay by either party to exercise any right or remedy under these Terms shall not constitute a waiver of that right or remedy. Any waiver must be given in writing and shall apply only to the specific circumstances for which it is given.

Survival

Any provisions of these Terms which by their nature are intended to survive termination or expiry shall continue in force, including provisions relating to confidentiality, intellectual property rights, payment obligations, limitations of liability, data protection obligations and governing law.

No partnership

Nothing in these Terms creates or shall be construed as creating a partnership, joint venture, agency, employment relationship or fiduciary relationship between the parties. Neither party has authority to bind the other party or incur obligations on the other's behalf unless expressly agreed in writing.

Changes and governing law

We may update these Terms from time to time to reflect changes to our service, business operations, legal or regulatory requirements, or improvements to our contractual terms. Where we make changes, we will update the "Last updated" date at the top of these Terms and give notice of material changes, and your right to cancel automatic renewal where it applies, as set out under "The service". Any changes will take effect from the date specified in the updated Terms.

These Terms, together with any signed agreement between you and us that governs the service, the applicable subscription details, the Privacy Policy and the Data Processing Agreement, constitute the entire agreement between you and us in relation to the service and supersede any prior discussions, representations or agreements relating to the same subject matter.

You acknowledge that you have not relied on any statement, representation, assurance or warranty other than those expressly set out in these Terms, except where such reliance cannot lawfully be excluded or limited.

In the event of any inconsistency between these documents, the following order of precedence applies:

the Data Processing Agreement, solely in relation to personal data processing matters;
any signed agreement between you and us that governs the service, such as a master services agreement;
the applicable subscription details;
these Terms; and
the Privacy Policy.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

These Terms and any dispute or claim arising out of or in connection with them or the service shall be governed by and construed in accordance with the laws of Malta. The courts of Malta shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or the service, to the extent permitted by applicable law.

Contact

Questions about these Terms? Email support@mesura.ai.