Terms and Conditions for Supplier Use of AI
These Terms and Conditions for Supplier Use of AI (these “AI Terms”) are incorporated into and form part of the agreement between Cushman & Wakefield Global, Inc. (“Customer” or “C&W”) and the applicable supplier (“Supplier”) governing the provision of Services (the “Agreement”). These AI Terms apply whenever Supplier uses artificial intelligence (“AI”), including any third-party materials constituting or incorporating AI, in connection with the Services, regardless of the type or structure of the engagement or whether AI is a core deliverable. Without limiting the foregoing, these AI Terms apply to (a) Suppliers providing AI-related Services, Platforms, or Deliverables and (b) Suppliers, including consultants and individual contractors, that use AI tools in the course of performing Services for C&W, including while working within C&W’s environment. These AI Terms also govern any processing of Customer Data or Customer Materials, or any incorporation or integration of AI in the Services, Platforms, or Deliverables under the Agreement. In the event of any conflict between these AI Terms and the Agreement, the provision most protective of Customer shall control. These AI Terms shall be deemed updated as of the date of last revision posted at the URL from which they are accessed, and Supplier’s continued performance of Services following any such update shall constitute acceptance of the revised AI Terms.
1. Definitions. The following capitalized terms shall have the meanings given to them below. All other capitalized terms not defined in these AI Terms have the meanings given to them in the Agreement. Any capitalized term used in these AI Terms that is not defined in these AI Terms or in the Agreement shall be given its ordinary meaning in the context of the applicable engagement.
“AI Incident" means any material error, failure, or event affecting the proper functioning of a Relevant AI System, including: (a) any material deviation from intended behavior that affects reliability, safety, security, or legal compliance; (b) generation of materials that infringe a third party's rights (including intellectual property or privacy rights) or that otherwise may cause harm to a third party; or (c) any breach of security, unauthorized or unlawful destruction, loss, alteration, disclosure of, access to or loss of access to Customer Data.
“AI System" means software (or other machine-based model or system) that operates with some degree of independence from human involvement and that, based on machine- or human-provided inputs, infers how to achieve objectives such as generating outputs, including content, predictions, recommendations or decisions.
“AI Input" means any data, content, information, or instructions (including configurations and parameters) entered into or processed by an AI System at any point in its lifecycle.
“AI Output" means any output generated by an AI System, including data, content, information, predictions, decisions, recommendations, and other content, whether generated directly or via retrieval-augmented generation or similar approaches.
“Machine-generated Deliverable" means any Deliverable derived from or containing any AI Output, regardless of human involvement in its creation.
“Relevant AI System" means any AI System operated by or on behalf of Supplier (including by any Subcontractor or Third-Party AI Provider) that: (a) is used to perform the Services; (b) exchanges information with C&W's systems for purposes of the Services; (c) processes AI Inputs containing Customer Data or Customer Materials; or (iv) is developed, modified, or operated using Customer Data; together with any Deliverable comprising or intended for use in an AI System.
“Third-Party AI Provider” means any third party whose AI System, model, or AI-related technology (including foundation models or large language models) is used by or on behalf of Supplier in connection with a Relevant AI System.
2. Responsible AI Principles and Governance. Supplier shall ensure traceability, auditability, and explainability, including in relation to datasets, processes, and decisions made during the system's lifecycle, to enable analysis of each Relevant AI System’s AI Outputs and responses to inquiry, appropriate to the context and consistent with generally accepted industry standards, provided that Supplier’s foregoing obligation will be subject to Supplier using its commercially reasonable efforts with respect to any AI System of a Subcontractor or Third-Party AI Provider.
3. Permissible Use of AI.
3.1 Consent to Use Requirements. Supplier shall not use any Relevant AI System (except to the extent expressly specified in this Agreement) without first: (a) obtaining the prior written consent of C&W; and (b) complying with the directions of C&W, including in relation to implementing risk management measures and controls.
In seeking consent under this Section, Supplier shall provide information reasonably required by C&W about the Relevant AI System, including all Third-Party AI Providers involved. Supplier shall obtain C&W’s further written consent prior to implementing any material changes to a Relevant AI System’s functionality, risk profile, data processing activities, and shall promptly notify C&W of any developments that may affect the accuracy of information previously provided.
3.2 Consent Withdrawal. C&W may withdraw its consent to the use of a Relevant AI System (a) at any time if the system poses security concerns, risks non-compliance with applicable law, or is subject to a regulatory inquiry or enforcement action; or (b) upon 5 Business Days’ prior written notice if C&W has reasonably determined that the system proves does not meet required quality standards or does not achieve its intended purposes. Upon withdrawal of consent, Supplier shall immediately cease use of the applicable Relevant AI System.
3.3 Responsible AI Principles. Supplier shall comply with C&W’s Supplier Responsible AI Charter, as amended from time to time, in connection with its use of any Relevant AI System, provided that Supplier’s foregoing obligation will be subject to Supplier using its commercially reasonable efforts with respect to any AI System of a Subcontractor or Third-Party AI Provider.
3.4 Use Restrictions. Supplier shall not use a Relevant AI System in any manner prohibited or categorized as ”high-risk” (or similar categorization) under applicable law, including the laws of the United Kingdom, the European Union, the United States, or any other relevant jurisdiction. If any Relevant AI System is reclassified as high-risk or prohibited, Supplier shall promptly implement all additional applicable compliance requirements or cease use of the system, as directed by C&W.
4. Supplier Obligations.
4.1 Performance and Safety Warranties. Supplier represents and warrants that to its best knowledge, each Relevant AI System used to provide the Services, Platform or Deliverables performs reliably and safely for its intended functional use, and in particular: (a) is secure, and safe throughout its lifecycle such that, under normal or foreseeable use, adverse conditions, it will function appropriately without posing safety, security, or other risks of harm; (b) includes safeguards to prevent: (i) unauthorized use; (ii) infringement of third party rights; (iii) bias, including controls to prevent and delete non-compliant materials, to delete them and prevent their use, and (iv) hallucination, fabrication, or generation of materially inaccurate information; and (c) incorporates privacy-by-design and security-by-design principles consistent with applicable laws and best industry practices, and ensures meaningful human review and oversight of AI Outputs used in connection with the Services unless C&W expressly authorizes autonomous operation in writing.
4.2 Legal Compliance Warranties. Supplier represents and warrants that its use of Relevant AI Systems used to provide the Services or Deliverables, will comply with all laws, regulations, governmental guidance, and industry standards relating to AI Systems, including requirements for ethical, responsible, safe, and secure use of AI, and all applicable privacy and data security laws.
5. Transparency and Record Keeping.
5.1 Identification and Disclosure of AI Outputs. Supplier shall: (a) ensure that any Machine-generated Deliverable is identified as containing AI Outputs in a manner reasonably satisfactory to C&W, with AI Outputs identified in machine-readable format with appropriate metadata and (b) ensure that individuals interacting with a Relevant AI System are informed that they are interacting with an AI System (and not a human).
5.2 Record-Keeping Obligations. In accordance with the Agreement’s record-keeping obligations, Supplier shall maintain detailed written records demonstrating compliance with these AI Terms, including: (a) all Machine-generated Deliverables and associated AI Inputs and AI Outputs; (b) all pre-deployment testing of Relevant AI Systems; and (c) all consent requests, approvals, and communications with C&W regarding Relevant AI Systems.
5.3 Regulatory Cooperation. Supplier shall provide full and prompt cooperation with and assistance to C&W regarding any AI-related transparency obligations, impact assessments, or other regulatory requirements applicable to Customer.
6. Testing and Monitoring of AI.
6.1 Pre-Deployment Testing and Ongoing Monitoring. Supplier shall test each Relevant AI System prior to deployment and monitor performance to ensure compliance with these AI Terms and the Agreement. Supplier shall promptly report to C&W any model drift or changes to: (a) the nature or quality of AI Inputs or AI Outputs; (b) other factors impacting system performance or the Services; or (c) any degradation of accuracy, reliability, or safety.
6.2 AI Incident Response. Upon any actual or reasonably suspected AI Incident, Supplier shall at its own cost: (a) promptly take all steps necessary to contain and mitigate the AI Incident, including suspending operation of the affected Relevant AI System if directed by C&W or if necessary to prevent further harm; (b) within 48 hours of becoming aware of the AI Incident (or such shorter period as required by applicable law), provide all available information, including the nature and scope of the incident, affected data, root cause analysis (to the extent available), and remedial actions taken or planned; (c) promptly resolve the AI Incident and perform a comprehensive root cause and impact analysis and reprocess any affected Deliverables; and (d) implement all corrective measures necessary to prevent recurrence. Supplier shall cooperate with C&W in any investigation or remedial action connected with the AI Incident.
7. Intellectual Property, Customer Data, AI.
7.1 Customer Data Use Restrictions. Supplier shall not use (nor permit any person to use) Customer Data to develop, train, or improve any AI System, directly or indirectly, except with C&W's prior written consent to train or improve a Relevant AI System used solely to benefit C&W.
7.2 IP Warranties. Supplier warrants that: (a) all Machine-generated Deliverables involve sufficient human involvement for copyright to subsist in all relevant jurisdictions; and (b) no AI Output incorporates or is substantially derived from third-party copyrighted works without authorization.
7.3 Data Governance. Supplier shall implement data governance measures consistent with best industry practice, including: (a) using only relevant, lawful, and diverse datasets for training; (b) identifying and eliminating unwanted bias in training data, AI Inputs, Relevant AI Systems, and AI Outputs; (c) tracking provenance of AI Inputs, including by identifying personal data, confidential data, copyright status, and real vs. synthetic data); and (d) maintaining documentation sufficient to demonstrate compliance with the foregoing.
8. Additional Terms for Consultancy Engagements.
8.1 Scope of Consultancy Engagements. This Section 8 (Additional Terms for Consultancy Engagements) applies only where C&W is contracting with Supplier for consultancy, advisory, or individual contractor services (not for the provision of a technology platform or SaaS offering or an engagement in which AI is itself a Service or Deliverable) (collectively “Consultancy Engagements”). This Section 8 (Additional Terms for Consultancy Engagements) supplements, and does not limit or replace, the other provisions of these AI Terms, which continue to apply to the extent applicable.
8.2 Approved AI Productivity Tools. Subject to C&W’s prior written approval of the specific AI tools and use cases, Supplier and its personnel may use generally available AI tools, including commercial AI assistants and coding copilots, as productivity aids in performing the Services. Supplier shall not use any such tool in connection with the Services unless both the tool and the applicable use case have been approved in writing by C&W.
8.3 Requirements for Use. If Supplier or its personnel use an approved AI tool in performing the Services, Supplier shall: (a) not input Customer Data or Customer Materials into any AI tool unless expressly authorized in writing by C&W; (b) review and verify all AI Outputs before incorporating them into any Deliverable; (c) comply with C&W’s acceptable use policies for AI tools; and (d) promptly disclose to C&W, upon request, any AI tool used in performing the Services.
8.4 Limited Application of Certain Requirements. For Consultancy Engagements, the following Sections shall be modified in their application as set forth below:
(a) Sections 5.1 (Identification and Disclosure of AI Outputs), 6.1 (Pre-Deployment Testing and Ongoing Monitoring), and 7.3 (Data Governance) shall apply only to the extent Supplier is developing, training, or fine-tuning an AI System for C&W, and shall not apply to Supplier’s incidental use of generally available AI tools as productivity aids in accordance with this Section 8 (Additional Terms for Consultancy Engagements);
(b) Section 2 (Responsible AI Principles and Governance), Section 4.1 (Performance and Safety Warranties), and Section 4.2 (Legal Compliance Warranties) shall apply only to the extent within Supplier’s reasonable control, and Supplier shall not be required to warrant or ensure the traceability, auditability, safety, security, or legal compliance of a third-party AI tool that Supplier does not operate, develop, or control, provided that Supplier shall be responsible for its own appropriate use of such tool in accordance with these AI Terms;
(c) Section 5.2 (Record-Keeping Obligations), as applied to Consultancy Engagements involving incidental use of AI tools, shall require Supplier to maintain records identifying (i) the AI tools used in performing the Services, (ii) the general nature of such use, and (iii) confirmation that human review of AI Outputs was conducted prior to incorporation into Deliverables, in lieu of maintaining detailed records of all AI Inputs and AI Outputs;
(d) Section 6.2 (AI Incident Response), as applied to Consultancy Engagements involving incidental use of AI tools, shall require Supplier to promptly notify C&W if Supplier becomes aware that any AI-generated content incorporated into a Deliverable is materially inaccurate, infringes third-party rights, or otherwise fails to meet the standards required under the Agreement, and to promptly correct or replace the affected Deliverable at Supplier’s cost; and
(e) Section 7.2 (IP Warranties), as applied to Consultancy Engagements, shall require Supplier to warrant that it has applied meaningful human judgment, review, and original expression to all Deliverables such that the Deliverables are not merely unreviewed AI Outputs, in lieu of warranting that sufficient human involvement exists for copyright to subsist in all relevant jurisdictions.
8.5 Responsibility for Deliverables. Supplier’s use of AI tools does not relieve Supplier of responsibility for the quality, accuracy, and originality of all Deliverables. All Deliverables shall meet the same professional standards as if they had been produced without AI assistance.
