Paid pilot agreement template: fixed period, fixed scope, no promised result

Paid Pilot Agreement

Parties: Provider · Customer

1. Purpose

This agreement sets out the terms of a pilot in which the Customer tests a defined use of the Provider’s service for a fixed period, and the Provider sets up and supports that test for one fixed fee. The Customer contracts as a business for its own business purposes; the pilot is not offered to consumers under this agreement. A pilot is a test: it does not oblige either party to enter into a continuing agreement.

2. Scope and success measures

The pilot covers the following, which the Provider sets up and the parties test together:

[[List what will be set up, e.g. channels, functions, languages, locations or users]]

The parties measure the pilot by the following measures, which they read together at the review:

[[List what is measured and how, e.g. conversations handled, response time, share of requests handed over to staff]]

The pilot tests whether the service suits the Customer’s use. The measures are for learning and for the review; they are not targets the Provider promises to reach, and the Provider does not promise any result, revenue, number of enquiries or conversions from the pilot or from the service. What is not listed is not part of the pilot.

3. Pilot period

The pilot starts on [[Start date]] and runs for [[60]] days. It ends when that period ends unless the parties extend it.

An extension is valid only if both parties agree to it in writing or in electronic form, stating the new end date and any additional fee.

Delays caused by the Customer extend the period as set out under The Customer’s responsibilities.

4. Pilot fee

For the scope and the period described above, the Customer pays the one fixed pilot fee shown in the price schedule of this contract, on the payment terms of this contract.

There are no other fees unless the parties agree them beforehand in writing or in electronic form. Costs of third-party channels and telephony, such as phone numbers, messaging providers and call charges, are not included unless the price schedule says so. Taxes are added where the law requires.

If the Customer continues on a subscription as set out under What happens at the end, the pilot fee is [[credited in full / credited up to the amount stated in the proposal / not credited]] against the first subscription fees.

Once the pilot has started, the fee is not refunded except as set out under Early end.

5. The Provider’s work

The Provider sets up and configures the service for the pilot, tests it with the Customer, supports the launch, and takes part in [[2]] review meetings during the pilot period and in the final review. It does so with reasonable care and skill, tells the Customer in good time if it expects a delay, and corrects faults it is told of within a reasonable period. The Provider does not promise that the service will run without interruption or fault during the pilot, or that its automated or AI output is correct.

6. The Customer’s responsibilities

The Customer provides, in good time and in the form requested, the access, content, approved answers, accounts and decisions the pilot needs, names a contact person who can decide for it, and gives feedback within [[3]] business days of a request. If the Customer is late, the period is extended by the time lost.

The Customer reviews and approves what the service says on its behalf and sets up a hand-over to its own staff for sensitive matters. A request, booking or order that the service captures during the pilot is not a confirmed booking, order or commitment of the Customer until its staff confirms it.

Where the service records or transcribes calls or chats, the Customer is responsible for the notices and consents that the law applying to its use requires.

7. Data and personal data in the pilot

Data the Customer provides, or that the service collects for the Customer during the pilot, remains the Customer’s. The Provider uses it only to run the pilot and, in a form that does not identify the Customer or any person, to evaluate it, and protects it with appropriate technical and organisational measures.

Where the service processes personal data on the Customer’s behalf during the pilot, the parties first agree a separate data processing agreement; it is attached to this agreement or concluded separately, and for that data it prevails.

After the pilot ends, the Customer may export its data for [[14]] days unless it continues on a subscription; afterwards the Provider deletes it, except for copies it must keep by law, which stay confidential.

8. Review and report

Within [[10]] days after the pilot period ends, the Provider gives the Customer a short written report of what was set up and what the measures showed, and the parties meet to review it. The report describes what happened in the pilot. It is not a promise that the same results will follow in later use, and each party may draw its own conclusions from it.

9. What happens at the end

If the Customer wants to continue, it tells the Provider so in writing or in electronic form within [[14]] days after the report. If the attached proposal provides for it, the parties then conclude a subscription on the terms stated in the proposal:

[[Name and date of the proposal, or “none”]]

If the Customer does not tell the Provider within that time, or no proposal is attached, the pilot simply ends and the Customer’s access to the service ends with it.

Neither party is obliged to continue: the pilot gives no right to a subscription, and each party may decline to continue without giving reasons.

10. Early end

Either party may end the pilot with immediate effect by notice in writing or in electronic form if the other party seriously breaches this agreement and does not remedy the breach within [[7]] days of being asked to. The Customer may also end the pilot at any time by giving [[7]] days’ notice; the fee is then not refunded.

If the Provider ends the pilot without the Customer being in breach, it refunds the part of the fee that covers the days not used. The clauses on data, confidentiality and liability continue after the end.

11. Ownership of work and configurations

The service, its software, tools and know-how remain the property of the Provider and its licensors. Configurations, scripts, flows and settings the Provider creates for the pilot are part of its service and are available to the Customer during the pilot. If the Customer continues, they become part of the subscribed service on its terms; if it does not, the Provider keeps them.

The Customer keeps its rights in its data, content, approved answers and trade marks, and the Provider acquires no rights in them beyond what it needs to run the pilot. Feedback and suggestions the Customer gives may be used by the Provider without obligation.

12. Confidentiality

Each party keeps the other party’s non-public information confidential, including the Customer’s data and the Provider’s non-public technical and pricing information, uses it only for this agreement and protects it with at least reasonable care, during the pilot and for [[3]] years after it ends. Information that is public, already lawfully known, independently developed or that must be disclosed by law is excluded.

13. Liability

The Provider performs the pilot with reasonable care and skill. It does not promise any result, and does not warrant that the service is free of all errors, that its automated or AI output is correct, or that it fits purposes this agreement does not state.

Except for intent, gross negligence, personal injury, breach of confidentiality or where the law does not allow a limitation, each party’s total liability under this agreement is limited to [[the pilot fee]], and neither party is liable for lost profits, for lost data the Customer could have backed up, or for indirect damage.

14. Governing law and disputes

This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.

Payment terms

The pilot fee is invoiced [[in full on signing / half on signing and half at the end of the pilot]] and is payable within [[14]] days of receiving the invoice, by bank transfer to the account stated on the invoice.

Governing law

[[Country or state whose law applies]]

Jurisdiction

[[Courts that decide disputes, e.g. the courts of your city]]