Services Agreement

This agreement (the “Agreement”) sets out the terms on which Peer Skills Ltd provides the Second Marking independent human assessment service. It comprises these terms, the Order Form below, and the Schedules — including the Data Processing Agreement at Schedule 3.

By signing, each party agrees to this Agreement and the Schedules. Where the Order Form conflicts with the main terms, the Order Form prevails for the commercial points it covers.

1Definitions

1. Assessment means one independent human mark of a single Conversation against the Client’s rubric, delivered with the outputs described in Schedule 2.
2. Conversation means a recorded or transcribed sales conversation (a roleplay or a real call) that the Client submits for assessment, together with any AI score supplied with it.
3. Deliverables means the Assessment records, agreement analysis and reliability statements we produce for you.
4. Panel means the standing, calibrated group of trained assessors we retain to perform Assessments.
5. Charges means the fees in Schedule 1. DPA means the Data Processing Agreement at Schedule 3. Client Data means the Conversations and other material you provide.

2The Services

1. We will provide the Services described in Schedule 2 with reasonable skill and care, using a calibrated Panel working to a documented blind protocol.
2. You decide the volume and share of Conversations submitted for Assessment; we do not require any minimum volume under the pay-as-you-go model.
3. Adding a new end-client rubric — building its level descriptors, calibrating the Panel against it, and seed-marking until the baseline holds — is carried in the Assessment price. There is no set-up fee.
4. We may make reasonable changes to the way the Services are delivered provided the change does not materially reduce their quality or scope.

3The independent nature of the assessment

1. Assessments are professional judgements reached by trained human assessors marking blind against your rubric. They are not statements of fact and are not warranted to be free of professional disagreement.
2. The reliability figure we publish is a measure of the consistency of the marking; it is not a guarantee of any particular score, outcome, or business result, and does not constitute legal, employment, or professional advice about any individual.
3. You are responsible for any decision you take, and any action you take in respect of any individual, on the basis of a Deliverable. Our independence requires that we do not tailor a mark to a desired outcome.
4. Where the optional sanitisation step is used, you acknowledge the trade-off described to you: removing business or personal detail can, in a minority of cases, reduce the precision of an Assessment. Its use, and the applicable rate, are as set out in Schedule 1.

4Charges and payment

1. You will pay the Charges set out in Schedule 1, in accordance with the billing basis stated in the Order Form.
2. Under the pay-as-you-go model, the Panel fee is invoiced quarterly in advance and Assessments are invoiced monthly in arrears for what was actually marked. Under a Committed plan, the all-in annual price is invoiced in four equal quarterly instalments.
3. Where the Client elects to pay a full year in advance under the pay-as-you-go model, a 10% discount applies to that year’s Charges.
4. Invoices are payable within thirty (30) days of the invoice date. All Charges are exclusive of VAT, which is added where applicable. There are no set-up fees, per-seat charges, or exit fees.
5. We may charge interest on overdue sums at 4% per annum above the Bank of England base rate, accruing daily, and may suspend the Services on reasonable notice if undisputed sums remain unpaid.
6. We may increase the Charges for any renewal term on at least sixty (60) days’ written notice before renewal; within an agreed term the Charges are fixed.

5Client responsibilities

1. You will provide the Conversations, the AI scores to be checked, and the rubric against which they are to be marked, in a format we can reasonably work with, and will ensure the material is complete and accurate.
2. You are responsible for holding, and keeping secure, the key that maps any participant code back to an identified individual. We do not hold it (see the DPA).
3. You warrant that you have a valid lawful basis and all necessary rights, notices and consents to submit the Client Data to us for the Services, as set out more fully in the DPA.

6Data protection

1. Each party will comply with Data Protection Law. Our Processing of personal data on your behalf is governed by the Data Processing Agreement at Schedule 3, which forms part of this Agreement.
2. For the avoidance of doubt, and as provided in the DPA, we do not send Client Data to any third-party AI service and we never use it to train any model.

7Confidentiality

1. Each party will keep the other’s Confidential Information confidential and use it only to perform this Agreement. This survives termination.
2. The obligation does not apply to information that is or becomes public through no breach, was lawfully held before disclosure, or is required to be disclosed by law or regulator (with notice where lawful).

8Intellectual property

1. Your data stays yours. You own the Client Data and, on payment, the Deliverables produced for you. We grant you a perpetual, worldwide licence to use the Deliverables — including the reliability statement — for your own and your clients’ purposes.
2. Our tools stay ours. We retain all intellectual property in the Second Marking platform, methodology, assessment engine, calibration approach, and any generic know-how, together with anything we owned before or develop independently of this Agreement.
3. We will not publish or reuse the Client Data, and will not create any aggregated or benchmarking dataset from it, except with your prior written consent.

9Warranties

1. Each party warrants that it has authority to enter into this Agreement.
2. We warrant that the Services will be performed with reasonable skill and care, by trained assessors working to the blind protocol, and that the reliability figure will be calculated and reported honestly, in full, and not selectively.
3. Except as expressly stated, all other warranties and conditions, whether express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

10Limitation of liability

1. Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.
2. Subject to clause 10.1, neither party is liable for loss of profit, revenue, goodwill, anticipated savings, or for any indirect or consequential loss.
3. Subject to clauses 10.1 and 10.2, each party’s total aggregate liability arising under or in connection with this Agreement in any twelve-month period is limited to the greater of the Charges paid or payable in the twelve (12) months preceding the claim, or £[floor amount, e.g. 25,000].
4. For liability arising from a breach of the data-protection obligations in the DPA or of confidentiality, the cap in clause 10.3 is increased to [e.g. 150%] of that amount, reflecting the importance of those obligations.

11Indemnity

1. You will indemnify us against claims, losses and reasonable costs arising from your breach of clause 5 (Client responsibilities), including any claim that your submission of the Client Data infringed a third party’s rights or lacked a lawful basis.
2. The indemnity is subject to the indemnified party giving prompt notice, not admitting liability, and allowing the other to conduct the defence with reasonable cooperation.

12Insurance

1. We will maintain, throughout the term, appropriate insurance cover including professional indemnity insurance of not less than £[cover amount, e.g. 1,000,000] per claim, and will provide evidence of cover on reasonable request.

13Term and termination

1. This Agreement runs for the initial term stated in the Order Form and renews for successive twelve-month terms unless either party gives at least sixty (60) days’ written notice before the end of the then-current term.
2. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within thirty (30) days of notice, or becomes insolvent.
3. On termination: accrued Charges fall due; each party returns or destroys the other’s Confidential Information; and Client Data is returned and/or deleted in accordance with the DPA, with a deletion certificate on request.
4. Clauses that by their nature should survive (including 3, 7, 8, 10, 11 and the DPA) survive termination.

14General

1. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control; the affected party will mitigate and notify.
2. Subcontracting & assignment. We may use the Panel and sub-processors as described in the DPA. Neither party may assign the Agreement without the other’s consent, not to be unreasonably withheld, save to a group company or on a bona fide sale of the business.
3. Non-solicitation. During the term and for six (6) months after, neither party will knowingly solicit for employment the other’s personnel or assessors engaged in the Services, save through a general advertisement.
4. Notices are given in writing to the contacts in the Order Form, by email with confirmation or by post.
5. Entire agreement. This Agreement and its Schedules are the entire agreement between the parties on their subject-matter and supersede prior discussions; neither party relies on any statement not set out here (save for fraud).
6. Variation must be in writing and signed by both parties. No waiver is implied by delay. If any term is invalid, the rest continues (severance).
7. Third parties. No one other than the parties has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.
8. Governing law. This Agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of its courts.

What each Assessment includes

• One Conversation marked blind against your rubric by a calibrated assessor, with a verbatim quote behind every criterion.
• Human-vs-AI agreement analysis — per criterion, where the human mark and the AI agree, where they diverge, and by how much, with the evidence clip behind each judgement.
• A provenance check on the recording, and export of results as CSV/JSON.

Assurance mechanisms

• Blind protocol: assessors never see the AI’s score, the vendor’s report, another assessor’s marks, or a real name.
• Double-marking: a sample of at least one in five Assessments is independently marked by a second assessor.
• Quarterly reliability statement: a signed measure of inter-rater agreement, reported in full — your shareable proof the scoring has been independently checked.
• Calibration: the Panel is held to a common standard between cohorts so a grade means the same thing over time.

Service levels

Turnaround	[e.g. standard batch within 10 business days of receipt]
Throughput / capacity	[agreed with committed volume]
Continuity	No single assessor is a point of failure; work re-routes within the calibrated Panel without changing how a score is reached.
Support	Named contact; queries answered within [e.g. 1 business day].

The Data Processing Agreement governing our Processing of personal data on your behalf is incorporated into this Agreement as Schedule 3 and takes effect on the same date.

→ Read the full Data Processing Agreement (UK/EU GDPR Article 28, with Annex I details of processing, Annex II technical & organisational measures, and Annex III sub-processors).