Terms and Conditions

These Terms and Conditions govern access to and use of Prexa’s website, platform, software, services, reports, documentation, APIs, integrations and related materials.

By accessing or using Prexa, creating an account, signing an order form, accepting a proposal, or otherwise using the Services, you agree to these Terms. If you are using Prexa on behalf of a company or other organisation, you confirm that you have authority to bind that organisation.

If there is any conflict between these Terms and a signed Order Form, statement of work or master services agreement, the signed commercial document will take priority to the extent of the conflict.

“Prexa”, “we”, “us” or “our” means Prexa Limited.

“Customer”, “you” or “your” means the individual, company or organisation accessing or using the Services.

“Services” means the Prexa platform, website, software, tools, reports, dashboards, integrations, APIs, documentation, support and any related services we provide.

“Customer Data” means data, prompts, model outputs, files, configurations, documentation, policies, system information, source materials, test materials, metadata or other content submitted to Prexa by or on behalf of the Customer.

“Reports” means any analysis, risk assessment, recommendation, score, dashboard, finding, output, security note, governance note or other material generated by or through Prexa.

“Order Form” means any written or electronic order, proposal, quote, subscription agreement, statement of work or other commercial document agreed between you and Prexa.

Prexa is intended for professional, commercial and organisational use. Unless we expressly agree otherwise in writing, the Services are not intended for consumer use.

You are responsible for ensuring that your use of the Services complies with all laws, regulations, internal policies, procurement requirements and industry standards that apply to your organisation.

To use certain Services, you may need to create an account or be invited to a workspace.

You agree to provide accurate and complete information, keep your login credentials confidential, promptly notify us of any unauthorised access or suspected compromise, and ensure that all users acting under your account comply with these Terms.

You are responsible for activity that occurs through your account, except to the extent caused by Prexa’s breach of these Terms or our negligence.

Subject to your compliance with these Terms and any applicable Order Form, Prexa grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the applicable subscription or engagement term.

You must not copy, modify, reverse engineer, decompile, attempt to extract source code from, resell, sublicense, rent, lease, white-label or otherwise commercially exploit the Services except as expressly permitted in writing.

You must not bypass access controls, security controls, usage limits or rate limits, interfere with the integrity or availability of the Services, introduce malware, or use the Services in a way that is unlawful or infringes third-party rights.

Prexa provides AI assurance, AI risk assessment, security evaluation, governance review and related software services designed to help organisations identify, understand and manage risks in AI systems before and during deployment.

Prexa is a decision-support tool. The Services may help identify vulnerabilities, governance gaps, compliance concerns, operational weaknesses and other risk indicators, but they do not replace legal, regulatory, security, compliance, procurement, engineering or professional judgement.

Prexa does not guarantee that all risks, vulnerabilities, defects, legal issues, security issues, bias issues, model failures or compliance concerns will be identified. Prexa also does not guarantee that an AI system is safe, secure, lawful, compliant, unbiased, accurate, robust, explainable, production-ready or fit for any particular use.

You remain responsible for your AI systems, your deployment decisions, your governance processes, your risk acceptance decisions and any actions taken in reliance on the Services or Reports.

Reports are generated using information available to Prexa at the time of assessment. Reports may be affected by the accuracy, completeness and quality of Customer Data, the scope of testing, system access, technical limitations and assumptions agreed with the Customer.

You should validate any material finding or recommendation before relying on it for production deployment, regulatory reporting, board reporting, procurement decisions or public statements.

Unless expressly agreed in writing, Reports are provided for the Customer’s internal business use only and must not be published, distributed externally or represented as a certification, audit opinion, legal opinion, regulatory approval or security guarantee.

You are responsible for obtaining all rights, permissions and consents required to provide Customer Data to Prexa and to allow Prexa to process it for the purposes of providing the Services.

You must ensure that Customer Data is accurate, lawful, relevant and appropriate for the Services. You must not submit data that you are not authorised to submit.

You are responsible for configuring your systems, access permissions, integrations, testing environments and user accounts securely.

You must not use the Services to test, develop, deploy or support unlawful, harmful, deceptive, discriminatory, exploitative or abusive systems.

You must not use the Services to violate applicable law; infringe intellectual property, privacy, confidentiality or other rights; create, distribute or facilitate malware or unauthorised access; conduct unauthorised vulnerability testing against third-party systems; generate or facilitate harmful, deceptive, abusive or discriminatory content; or misrepresent the capabilities, limitations or findings of Prexa.

You must not upload or process special category personal data, highly sensitive commercial information, production secrets, live credentials, payment card data or regulated data unless this has been expressly agreed with Prexa in writing and appropriate safeguards are in place.

We may suspend access to the Services where we reasonably believe there has been a breach of this section, a security risk, unlawful activity, non-payment, or a risk to Prexa, our customers, our infrastructure or third parties.

As between you and Prexa, you retain ownership of Customer Data.

You grant Prexa a limited right to host, copy, transmit, analyse, process and otherwise use Customer Data as necessary to provide, secure, maintain, support and improve the Services, comply with law, enforce these Terms and prevent misuse.

Prexa will not sell Customer Data. Prexa will not use Customer Data to train third-party foundation models unless expressly agreed in writing.

We may generate aggregated or anonymised information from use of the Services, provided it does not identify the Customer or any individual. We may use such aggregated or anonymised information for analytics, benchmarking, research, security, product improvement and commercial purposes.

Each party must comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018, to the extent they apply.

Where Prexa processes personal data on behalf of the Customer as a processor, the parties will enter into or be deemed to incorporate Prexa’s Data Processing Addendum or another agreed data processing agreement.

You are responsible for providing any required privacy notices and obtaining any required consents or lawful bases for personal data included in Customer Data.

Prexa will implement appropriate technical and organisational measures designed to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage.

Prexa will use commercially reasonable technical and organisational measures designed to protect the Services and Customer Data against unauthorised access, loss, misuse and alteration.

You acknowledge that no system, software, network, cloud environment or method of transmission is completely secure. Prexa does not guarantee absolute security.

You must promptly notify us if you become aware of any security incident, unauthorised access, compromised credential, vulnerability or misuse relating to your use of the Services.

The Services may integrate with, depend on or allow access to third-party services, cloud providers, model providers, software repositories, communication tools, identity providers or other external systems.

Your use of third-party services may be subject to separate terms and privacy policies. Prexa is not responsible for third-party services except to the extent expressly agreed in writing.

We may modify, suspend or discontinue integrations where required for security, legal, technical, commercial or operational reasons.

Fees, payment terms, subscription periods, usage limits and renewal terms will be set out in the applicable Order Form or invoice.

Unless stated otherwise, fees are exclusive of VAT and other applicable taxes. You are responsible for paying applicable taxes, duties and charges, excluding taxes based on Prexa’s income.

If you fail to pay undisputed amounts when due, we may charge interest, suspend access to the Services or terminate the relevant Order Form after providing reasonable notice.

Fees are non-refundable except as expressly stated in an Order Form or required by law.

The subscription or engagement term will be set out in the applicable Order Form.

Unless the Order Form states otherwise, subscriptions may renew for successive periods unless either party gives written notice of non-renewal before the renewal date.

Any renewal may be subject to updated pricing, packaging, usage limits or terms, provided we give reasonable notice where required.

Prexa and its licensors own all rights, title and interest in and to the Services, software, platform, user interface, workflows, algorithms, models, documentation, templates, methodologies, know-how, product designs, trade names, branding and related intellectual property.

Except for the limited access rights expressly granted in these Terms, no rights are transferred to you.

You may provide feedback, suggestions or ideas relating to the Services. We may use such feedback without restriction or obligation to you, provided we do not disclose your confidential information.

Each party may receive confidential information from the other. Confidential information includes non-public business, technical, financial, commercial, security, product, customer, supplier, pricing, roadmap and operational information.

Each party must protect the other party’s confidential information using at least reasonable care and must not use it except for purposes connected with these Terms or disclose it except to personnel, advisers, contractors or service providers who need to know it and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed without use of the other party’s confidential information, or lawfully received from a third party without restriction.

Prexa may not use the Customer’s name, logo or case study publicly without the Customer’s prior written consent, unless otherwise stated in an Order Form.

Where consent is given, each party must comply with the other party’s reasonable brand guidelines.

Prexa warrants that it will provide the Services with reasonable skill and care.

Except as expressly stated in these Terms or an applicable Order Form, the Services and Reports are provided on an “as is” and “as available” basis.

To the maximum extent permitted by law, Prexa excludes all implied warranties, conditions, representations and terms, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, uninterrupted availability or error-free operation.

Nothing in these Terms limits any warranty or liability that cannot legally be excluded.

Nothing in these Terms excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, payment obligations, breach of confidentiality, infringement or misappropriation of intellectual property rights, or any liability that cannot be excluded or limited by law.

Subject to the paragraph above, Prexa will not be liable for loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss or corruption of data, business interruption, procurement loss, reputational loss, indirect loss, special loss or consequential loss.

Subject to the paragraphs above, Prexa’s total aggregate liability arising out of or in connection with these Terms, the Services and any Order Form will not exceed the greater of: (a) the fees paid or payable by the Customer to Prexa for the Services giving rise to the claim in the 12 months before the event giving rise to liability; or (b) £1,000.

You will indemnify and hold harmless Prexa, its affiliates, directors, officers, employees and contractors from and against claims, losses, liabilities, damages, costs and expenses arising from your unlawful use of the Services, Customer Data, your breach of these Terms, your AI systems or deployment decisions, or your infringement of third-party rights.

Prexa will promptly notify you of any claim for which it seeks indemnity, provide reasonable cooperation, and allow you to control the defence and settlement, provided that no settlement may impose obligations on Prexa or admit fault by Prexa without our prior written consent.

We may suspend or restrict access to the Services where reasonably necessary due to security risk, suspected misuse, unlawful activity, breach of these Terms, non-payment, emergency maintenance, third-party service failure or legal requirement.

Either party may terminate an Order Form if the other party commits a material breach and fails to remedy it within 30 days after written notice.

On termination or expiry, your right to access the Services will end. Each party must return or delete the other party’s confidential information on request, subject to legal, regulatory, backup and recordkeeping requirements.

Sections intended to survive termination will continue, including sections on intellectual property, confidentiality, data protection, disclaimers, liability, indemnity, payment, governing law and dispute resolution.

We may update or improve the Services from time to time, including by adding, modifying or removing features, workflows, models, integrations or documentation.

We may update these Terms from time to time. Where changes are material, we will take reasonable steps to notify affected customers. Continued use of the Services after the effective date of updated Terms will constitute acceptance of those updates.

For signed enterprise agreements, changes to these website Terms will not override a signed agreement unless the signed agreement expressly incorporates the updated terms.

We will use commercially reasonable efforts to make the Services available, subject to maintenance, updates, outages, third-party dependencies, security incidents and events outside our reasonable control.

Any service levels, support response times or uptime commitments apply only if expressly stated in an Order Form or separate service level agreement.

You must not use, export, re-export or transfer the Services in breach of applicable export control, trade control or sanctions laws.

You confirm that you are not subject to sanctions and are not located in, organised under the laws of, or ordinarily resident in a jurisdiction where providing the Services would be prohibited.

Neither party will be liable for delay or failure to perform obligations, other than payment obligations, caused by events outside its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, internet or cloud failures, cyber incidents, government action, legal restrictions, power failures or supplier failures.

Notices under these Terms must be in writing and sent to the contact details set out in the applicable Order Form or, for Prexa, to the contact email listed in these Terms.

Notices by email will be deemed received on the next business day after sending, unless the sender receives a delivery failure notification.

You may not assign, transfer or novate your rights or obligations under these Terms without Prexa’s prior written consent, not to be unreasonably withheld.

Prexa may assign, transfer or novate its rights and obligations to an affiliate, successor, acquirer or purchaser of substantially all of its business or assets.

Prexa may use subcontractors and service providers to provide, host, support, secure and improve the Services. Prexa remains responsible for its obligations under these Terms, subject to the limitations and exclusions set out in these Terms.

These Terms, together with any applicable Order Form, data processing agreement and documents expressly incorporated by reference, constitute the entire agreement between the parties relating to the Services and replace all prior discussions, proposals, representations and agreements on that subject.

Each party acknowledges that it has not relied on any statement, representation or warranty not expressly set out in the agreement, except that nothing excludes liability for fraud or fraudulent misrepresentation.

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, lawful and enforceable. If modification is not possible, the provision will be treated as deleted, and the remaining provisions will continue in effect.

These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, unless an applicable Order Form states otherwise.

Questions about these Terms should be sent to geoff@getprexa.ai.