Legal / Customer Terms

Pragmon AI Customer Terms

Version 1.0 · Last updated 2 November 2026

These terms govern the Platform and the Review that Pragmon AI Ltd provides under any Order Form that references them. When the Customer signs an Order Form, it agrees to these terms. If an Order Form, or a custom agreement signed by both parties, differs from these terms, the Order Form or signed agreement prevails.

Pragmon AI Ltd ("Pragmon") is a private limited company registered in England and Wales under company number 17549923, with its registered office at 71-75 Shelton Street, London WC2H 9JQ.

These terms have two parts. Part A holds the general terms. Part B holds the product terms, which prevail over Part A for their subject. Capitalised words are defined in the Definitions at the end.

PART A. GENERAL TERMS

A1. The service

A1.1 Access and use. During the Subscription Term, the Customer may access and use the Platform for its internal business purposes. The Customer may copy and use the Software and Documentation only as needed to do so.

A1.2 Affiliates. If a Customer Affiliate signs its own Order Form with Pragmon, that Order Form forms a separate agreement between Pragmon and the Affiliate. The Customer is not responsible for that agreement, and Pragmon owes the Affiliate duties only under it.

A1.3 User accounts. The Customer is responsible for every action taken on its Users' accounts and for each User's compliance with the Agreement. The Customer and its Users must keep their passwords and login details confidential. The Customer must tell Pragmon promptly if it suspects or knows of fraudulent activity on its accounts, or that any credentials have been compromised.

A1.4 Feedback. The Customer may give Pragmon Feedback but does not have to. Feedback is given as is. Pragmon may use Feedback freely, without restriction or obligation, and owns anything it builds from it.

A1.5 Usage Data. Pragmon may collect and analyse Usage Data. Pragmon may use Usage Data freely to maintain, improve and promote its products and services. Pragmon may disclose Usage Data to others only if it is aggregated and anonymised so that it does not identify the Customer or any User.

A1.6 Customer Content. The Customer Content stays the Customer's. Pragmon may copy, display, modify and use Customer Content only as needed to provide and maintain the Platform, the Review and related services. The Customer is responsible for the accuracy and content of Customer Content.

A2. Restrictions and suspension

A2.1 Restrictions. Except as the Agreement allows, the Customer will not, and will not allow anyone else to:

(a) reverse engineer, decompile or try to discover the source code, underlying ideas or algorithms of the Platform, except to the extent Applicable Laws forbid this restriction;

(b) sell, transfer, sublicense, lend, distribute, rent or otherwise give others access to or use of the Platform;

(d) copy, modify or create derivative works of the Platform;

(e) run security or vulnerability tests on the Platform, interfere with its operation, degrade its performance or get round its access restrictions;

(f) access accounts, information, data or parts of the Platform it is not expressly authorised to access;

(g) use the Platform to develop a competing product or service;

(h) use the Platform for any High Risk Activity or any activity Applicable Laws prohibit;

(i) use the Platform to gain unauthorised access to anyone else's networks or equipment; or

(j) submit to the Platform any Customer Content that the Customer and its Users do not have the right to submit.

A2.2 Documentation. Use of the Platform must comply with the Documentation.

A2.3 Suspension. Pragmon may suspend the Customer's access to the Platform, with or without notice, if the Customer:

(a) has an undisputed invoice unpaid for more than 30 days after its due date;

(b) breaches clause A2.1; or

Pragmon will try to tell the Customer before it suspends access, where that is practical. Pragmon will restore access once the Customer has resolved the underlying issue.

A3. Personal data and prohibited data

A3.1 Data processing agreement. Pragmon's Data Processing Agreement at pragmon.ai/legal/dpa forms part of the Agreement. Each party will comply with its obligations under it. The Data Processing Agreement governs each party's rights and obligations for Personal Data and prevails over the rest of the Agreement where they conflict.

A3.2 Prohibited Data. The Customer will not, and will not allow anyone else to, submit Prohibited Data to the Platform unless the Order Form allows it.

A4. Fees, payment and taxes

A4.1 Fees. The Customer will pay the Fees set out in the Order Form, in the currency the Order Form states. Fees exclude VAT and other taxes. Fees are non-refundable, except for a pro-rated refund of prepaid Fees where the Agreement expressly gives one.

A4.2 Payment. The Customer will pay each invoice within 30 days of its date, unless the Order Form says otherwise.

A4.3 VAT and other taxes. The Customer will pay VAT and any other duties, taxes and levies that apply to the Fees, on top of the Fees. Where the reverse charge applies, the Customer accounts for VAT under it. This clause does not make the Customer responsible for taxes on Pragmon's income, or for withholding tax, which clause A4.4 covers.

A4.4 Withholding tax. On request, Pragmon will provide its HMRC certificate of UK tax residence. The parties will cooperate to apply any double taxation convention that is available, so that no tax is withheld from the Fees or, where that is not possible, tax is withheld at the lowest rate the convention allows.

A4.5 Disputed invoices. If the Customer disputes an invoice in good faith, it must tell Pragmon before payment is due and must pay any undisputed amount on time. The parties will work together to resolve the dispute within 15 days. If they cannot agree, each party may pursue any remedy the Agreement or Applicable Laws give it.

A5. Term and termination

A5.1 Subscription Term. Each Order Form starts on the date the Order Form states and runs for the Subscription Term it sets.

A5.2 Renewal. An Order Form renews only as that Order Form provides. Nothing in these terms renews an Order Form automatically.

A5.3 These terms. These terms apply for as long as any Order Form that references them is in force, and afterwards to anything that survives under clause A5.7.

A5.4 Termination. Either party may end the Agreement or an Order Form immediately by notice if the other party:

(a) commits a material breach and fails to cure it within 30 days after notice of the breach;

(b) commits a material breach that cannot be cured;

(d) becomes insolvent, enters administration, liquidation or receivership, makes an arrangement with its creditors, or becomes subject to any similar process in any jurisdiction.

A5.5 Force majeure. Either party may end an affected Order Form by notice if a Force Majeure Event stops the Platform from materially working for 30 or more days in a row. Pragmon will then refund, pro rata, any prepaid Fees for the rest of the Subscription Term. A Force Majeure Event does not excuse the Customer from paying Fees that accrued before termination.

A5.6 Effect of termination. When an Order Form expires or ends:

(a) the Customer's right to use the Platform ends;

(b) the Customer keeps its licence to each Review under clause B2.12;

(d) each Recipient will return or destroy the Discloser's Confidential Information that it holds or controls; and

(e) Pragmon will issue a final invoice for all Fees accrued before termination, and the Customer will pay it under clause A4.

A5.7 Survival. Clauses A1.4, A1.5, A2.1, A4 (for Fees accrued or payable before expiry or termination), A5.6, A5.7, A6 to A12, Part B (except the right to use the Platform) and the Definitions survive expiry or termination. A Recipient may keep the Discloser's Confidential Information in its ordinary backups and records, or where Applicable Laws require it. Clauses A3 and A10 continue to apply to anything kept.

A6. Promises each party makes

A6.1 Both parties. Each party promises the other that:

(a) it has the legal power and authority to enter into the Agreement;

(b) it is duly incorporated and validly existing under the laws of the place where it is incorporated; and

A6.2 The Customer. The Customer promises that it, its Users and anyone submitting Customer Content on its behalf have, and will keep, every right needed to submit Customer Content to Pragmon and to allow its use as the Agreement describes.

A6.3 Pragmon. Pragmon promises that it will not materially reduce the general functionality of the Platform during the Subscription Term.

A6.4 Remedy for breach of A6.3. If Pragmon breaches clause A6.3, the Customer must give Pragmon notice within 45 days of discovering the issue, with enough detail for Pragmon to understand or reproduce it. Pragmon will try to restore the general functionality of the Platform within 45 days of receiving that detail. If it cannot, the Customer may end the affected Order Form, and Pragmon will refund, pro rata, any prepaid Fees for the rest of the Subscription Term. These are the Customer's only remedies for a breach of clause A6.3.

A7. Disclaimer

A7.1 Pragmon does not promise that the Platform will always be safe, secure or error-free, or that it will work without interruption, delay or imperfection.

A7.2 The promises in clause A6 do not apply to misuse or unauthorised modification of the Platform, or to any product or service supplied by anyone other than Pragmon.

A7.3 Except for the promises in clause A6 and in Part B, each party excludes all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise. This includes any implied terms as to satisfactory quality, fitness for a particular purpose, title and non-infringement. These exclusions apply to the fullest extent Applicable Laws allow.

A8. Limits on liability

A8.1 Cap. Each party's total liability for all claims arising out of or relating to the Agreement will not exceed the Fees paid and payable by the Customer in the 12 months before the event giving rise to the claim.

A8.2 Excluded loss. Except for a breach of clause A10, neither party will be liable to the other for any loss of profit or revenue, whether direct or indirect, or for any indirect, consequential, special, exemplary, punitive or incidental loss arising out of or relating to the Agreement. This applies even if the party was told in advance that the loss was possible.

A8.3 Scope. Clauses A8.1 and A8.2 apply to all liability, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

A8.4 Fees and disclosure. Clauses A8.1 and A8.2 do not limit the Customer's obligation to pay the Fees, or the Customer's indemnity under clause A9.2 for a claim that arises because the Customer disclosed a Review in breach of clause B2.

A8.5 Liability that is not limited. Nothing in the Agreement limits or excludes either party's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(d) anything else that Applicable Laws do not allow to be limited or excluded.

A9. Indemnities

A9.1 Pragmon's indemnity. Pragmon will defend the Customer against any Pragmon Covered Claim made by someone other than the Customer, its Affiliates or its Users. Pragmon will indemnify the Customer against all damages, awards, settlements, costs and expenses, including reasonable legal fees, that arise from a Pragmon Covered Claim.

A9.2 The Customer's indemnity. The Customer will defend Pragmon against any Customer Covered Claim made by someone other than Pragmon or its Affiliates. The Customer will indemnify Pragmon against all damages, awards, settlements, costs and expenses, including reasonable legal fees, that arise from a Customer Covered Claim.

A9.3 Procedure. A party's obligations under this clause A9 depend on the Protected Party:

(a) telling the Indemnifying Party promptly about each Covered Claim;

(b) giving the Indemnifying Party reasonable help, at the Indemnifying Party's cost; and

The Protected Party may take part in the defence with its own lawyers at its own cost. The Indemnifying Party may not settle a Covered Claim on terms that admit fault by the Protected Party, or that otherwise materially harm it, without the Protected Party's prior written consent.

A9.4 Changes to the Platform. If a settlement or court order requires it, or Pragmon reasonably considers it necessary because of a Pragmon Covered Claim, Pragmon may:

(a) obtain the right for the Customer to keep using the Platform;

(b) replace or modify the affected part of the Platform without materially reducing its general functionality; or

(c) if neither (a) nor (b) is reasonable, end the affected Order Form and refund, pro rata, any prepaid Fees for the rest of the Subscription Term.

A9.5 Exclusions. Pragmon's indemnity does not apply to a Pragmon Covered Claim that results from:

(a) changes to the Platform that Pragmon did not authorise, or that Pragmon made to follow the Customer's instructions;

(b) use of the Platform that the Agreement does not allow;

(d) use of an old version of the Platform where a newer version would have avoided the claim.

The Customer's indemnity does not apply to a claim about Customer Content that results from Pragmon's use of it in breach of the Agreement.

A9.6 Sole remedy. This clause A9, together with any termination right, sets out each Protected Party's sole remedy and each Indemnifying Party's entire liability for a Covered Claim.

A10. Confidentiality

A10.1 Use and disclosure. A Recipient will use the Discloser's Confidential Information only to perform its obligations and exercise its rights under the Agreement. A Recipient will not disclose the Discloser's Confidential Information to anyone else, except as the Agreement allows. A Recipient will protect the Discloser's Confidential Information with at least the care it uses for its own similar information, and never less than reasonable care.

A10.2 Exclusions. Confidential Information does not include information that the Recipient:

(a) knew, free of any duty of confidence, before the Discloser disclosed it;

(b) can show is or has become public through no fault of the Recipient;

(d) developed independently, without using or referring to the Discloser's Confidential Information.

A10.3 Disclosure required by law. A Recipient may disclose Confidential Information to the extent Applicable Laws require. Where the law allows, the Recipient will first give the Discloser reasonable notice and will cooperate, at the Discloser's cost, with any effort to keep the information confidential.

A10.4 Permitted disclosure. A Recipient may disclose Confidential Information to its Users, employees, advisers, contractors and representatives who need to know it, if each is bound by duties of confidence at least as protective as this clause A10. The Recipient is responsible for their compliance.

A10.5 Reviews. Clause B2 governs the disclosure of a Review and prevails over this clause A10 where they differ.

A11. Ownership

A11.1 Pragmon keeps all rights, title and interest in the Platform, its methods and every Review, whether developed before or after the Agreement, except for the rights these terms grant to the Customer.

A11.2 The Customer keeps all rights, title and interest in the Customer Content, except for the rights it grants to Pragmon in clause A1.6 and Part B.

A12. General

A12.1 Entire agreement. The Agreement is the whole agreement between the parties about its subject. It replaces all earlier statements about its subject, whether written or not. Terms in a Customer purchase order, supplier portal or similar document do not apply, even if Pragmon accepts or signs the document. Such a document serves for accounting or administration only. Other terms bind Pragmon only if an authorised representative of Pragmon signs them in a legally binding written agreement.

A12.2 Order of precedence. Where documents conflict, they prevail in this order: a custom agreement signed by both parties; the Order Form; the Data Processing Agreement, for Personal Data; Part B of these terms; Part A of these terms.

A12.3 Changes to these terms. Pragmon may update these terms by posting a new version at pragmon.ai/legal/customer-terms. A change takes effect 30 days after it is posted. If the Customer continues to use the Platform or the Review after that, it accepts the change. The date at the top of these terms shows which version applies.

A12.4 Other changes. Except as clause A12.3 allows, any change to the Agreement, or waiver of any right under it, must be in writing and signed or electronically accepted by both parties.

A12.5 Severability and waiver. If a court or other competent authority finds any term invalid or unenforceable, the rest of the Agreement stays in force. A party's failure or delay in enforcing a term or exercising a right does not waive it.

A12.6 Governing law. The Agreement, and any dispute or claim arising out of or in connection with it or its subject or formation (including non-contractual disputes or claims), are governed by the law of England and Wales.

A12.7 Courts. The courts of England and Wales, sitting in London, have exclusive jurisdiction over any such dispute or claim. Each party irrevocably submits to their jurisdiction.

A12.8 Injunctions. A breach of clause A10 or clause B2, or an infringement of a party's intellectual property rights, may cause harm that money cannot adequately compensate. Despite clause A12.7, the other party may seek an injunction or other equitable relief in any competent court, without limiting its other rights and remedies.

A12.9 Remedies. Except where the Agreement gives a sole remedy, seeking or using one remedy does not limit any other right or remedy a party has.

A12.10 Assignment. Neither party may assign or transfer its rights or obligations under the Agreement without the other party's prior written consent. However, either party may assign the Agreement by notice as part of a merger, change of control, reorganisation, or sale of all or substantially all of its shares, business or assets to which the Agreement relates. Any other attempted assignment is void. The Agreement binds and benefits the parties and their permitted successors and assignees.

A12.11 Notices. Notices under the Agreement must be in writing and sent by email to the notice address in the Order Form. Pragmon's notice address is contact@pragmon.ai unless the Order Form gives another. A notice is given when delivery to that address is confirmed.

A12.12 Independent parties. The parties are independent contractors. Nothing in the Agreement makes them partners, agents or joint venturers. Neither party may bind the other.

A12.13 Third-party rights. No one other than the parties may enforce any term of the Agreement under the Contracts (Rights of Third Parties) Act 1999.

A12.14 Force majeure. Neither party is liable for delay or failure to perform caused by a Force Majeure Event. This clause does not excuse the Customer's obligation to pay Fees.

A12.15 Sanctions and export control. The Customer will not export, re-export or transfer the Platform, a Review, or related technology or material in breach of the sanctions or export control laws of the United Kingdom, the European Union, the United Nations or the United States. The Customer promises that it is not:

(a) resident in, or a national of, an Embargoed Country;

(b) an entity incorporated under the laws of an Embargoed Country;

(c) named on any list of sanctioned, restricted or prohibited parties kept by the United Kingdom, the European Union, the United Nations or the United States; or

(d) owned 50% or more, or controlled, by any party named on such a list.

Pragmon may end the Agreement immediately by notice, without liability, where it decides that this is needed to comply with sanctions or export control laws.

A12.16 Anti-bribery. Neither party will breach any Applicable Law against offering, giving, promising, requesting or receiving, directly or indirectly, money or anything of value to win or keep business. These laws include the Bribery Act 2010.

A12.17 Interpretation. Headings are for reference only. "Including" and similar words do not limit the words before them.

A12.18 Signature. An Order Form may be signed electronically and in counterparts. Each counterpart is an original, and all counterparts together form one document.

PART B. PRODUCT TERMS

Part B prevails over Part A for its subject.

B1. The Platform

B1.1 Named users. The Customer's Users are the named individuals the Customer registers, up to any number the Order Form sets. Each User's login is for that User only.

B1.2 Ask Pragmon AI. The Platform includes Ask Pragmon AI, which answers Users' questions about the Review and related material. Each answer from Ask Pragmon AI forms part of the Review.

B1.3 Fair use. Use of the Platform and Ask Pragmon AI is included in the Fees up to a reasonable usage limit. Pragmon will warn the Customer before its usage nears that limit. Pragmon will charge nothing extra for usage without the Customer's written agreement.

B1.4 Support. Pragmon provides support by email to contact@pragmon.ai. Response times are as the Order Form states.

B1.5 Beta features. Pragmon may give the Customer access to a Beta Feature. A Beta Feature is provided as is, and clause A6.3 does not apply to it. Beta Features are experimental. Pragmon may change or withdraw a Beta Feature at any time, with or without notice.

B1.6 Future features. The Customer's purchase does not depend on any future feature or function, or on any statement by Pragmon about future features. Pragmon does not commit to deliver any feature not live at the date of the Order Form.

B2. The Review

B2.1 What the Review is. The Review means each edition of the review and any other report, page, deck, answer or deliverable that Pragmon produces for the Customer, including answers from Ask Pragmon AI.

B2.2 Internal use only. The Customer may use the Review only for its own internal business purposes and those of its Affiliates. Only the board, management and employees of the Customer and its Affiliates who need the Review for those purposes may use it. The same rules apply to the Affiliates, and the Customer is responsible for their compliance.

B2.3 No onward disclosure. The Customer will not disclose the Review, or any part of it, to anyone outside the Customer, except:

(a) to its professional advisers, accountants and auditors, under a duty of confidence;

(b) to a bank or other lender, once that lender has signed Pragmon's non-reliance letter; or

B2.4 Non-reliance letter. Before the Customer discloses the Review to a lender under clause B2.3(b), or to any recipient permitted under clause B2.3(c), that recipient must sign Pragmon's non-reliance letter.

B2.5 Reliance by others. No one other than the Customer may rely on the Review. Reliance can be extended to anyone else only by a separate reliance letter that Pragmon has signed.

B2.6 Pragmon's duty. Pragmon owes a duty of care in relation to the Review only to the Customer. Pragmon owes no duty, and accepts no liability, to anyone else who reads or uses the Review.

B2.7 Judgement, not fact. Every estimate, forecast and probability in the Review is Pragmon's judgement, not a statement of fact. Actual results may differ materially.

B2.8 Cut-off date. Each edition of the Review speaks only as at its own cut-off date. Pragmon has no duty to update an edition after its cut-off date, or to tell the Customer about later changes.

B2.9 Not advice. The Review is not investment, financial, legal, tax, accounting or other regulated advice. It is not a recommendation to buy, sell or hold any security, or to take any course of action.

B2.10 The Customer's decisions. The Customer makes its own decisions and is responsible for them. The Customer should take its own professional advice where it needs it.

B2.11 Customer data. The Customer promises that it may share with Pragmon the data it gives for the Review. Pragmon does not audit or verify that data.

B2.12 Licence to the Review. Pragmon grants the Customer a non-exclusive, non-transferable, perpetual licence to use each Review for which it has paid the Fees, on the terms of this clause B2. Pragmon keeps all other rights in the Review.

B2.13 Third-party data. Data in the Review that Pragmon licenses from others stays the property of its licensors. The Customer may not extract that data from the Review or reuse it outside the Review.

B2.14 Important Notice. These terms prevail over the Important Notice printed in a Review.

B3. Artificial intelligence

B3.1 How Pragmon uses AI. Pragmon prepares the Review with AI tools, under review by its people. The AI Services form part of the Platform and the Review and are subject to the Agreement.

B3.2 Input and Output. The Customer may use the AI Services by giving Input. The AI Services may produce Output in response. Pragmon may copy, display, modify and use Input only as needed to provide the AI Services, the Platform and the Review. The Customer authorises Pragmon to process Input for those purposes.

B3.3 No training by Pragmon. Pragmon does not use the Customer's Input or Output to Train any Model. Pragmon's AI providers process Input and Output under their own commercial terms; they are listed at pragmon.ai/legal/subprocessors.

B3.4 No sharing. Pragmon never shows the Customer's Input or Output to another customer.

B3.5 Improvement. Pragmon may use Input and Output to provide, maintain and improve its own AI System, but never in a way that Trains a Model or breaches clause B3.4.

B3.6 Restrictions. Without limiting clause A2.1, the Customer will not, and will not allow anyone else to:

(a) use the AI Services to make decisions in a regulated industry or capacity without proper human oversight and review, as Applicable Laws and professional rules require;

(b) use the AI Services to infringe or misappropriate anyone's intellectual property or other proprietary rights; or

B3.7 Ownership. The Customer keeps all rights, title and interest in its Input. Ownership of Output, and the Customer's right to use it, follow clause B2.

B3.8 Personal Data. Nothing in this clause B3 reduces Pragmon's obligations under Applicable Data Protection Laws for Personal Data contained in Input.

B3.9 Rights to Input. The Customer promises that it, its Users and anyone giving Input on its behalf have, and will keep, every right needed to give that Input to the AI Services.

B3.10 Nature of AI. Output from the AI Services may be wrong or inaccurate. The AI Services are not human and do not replace human oversight. Output may not be protectable as intellectual property.

B3.11 Similar output. Output may resemble material the AI Services produce for others. Pragmon does not promise that Output:

(a) does not and will not include or reflect the data, information, prompts or material of others;

(b) will not infringe or misappropriate anyone's intellectual property or other proprietary rights; or

B4. Listed customers

This clause B4 applies where any of the Customer's securities are admitted to trading on a regulated market.

B4.1 Notice before sharing. The Customer will tell Pragmon in writing before it shares any inside information with Pragmon.

B4.2 The Customer's insider list. The Customer will list on its insider list each Pragmon person who receives inside information.

B4.3 Pragmon's insider list. Pragmon will keep its own insider list under Article 18 of Regulation (EU) No 596/2014 or, for securities admitted to trading in the United Kingdom, Article 18 of that Regulation as it forms part of UK law.

B4.4 Acknowledgement. Pragmon will have each person on its insider list acknowledge in writing the legal and regulatory duties that apply to them.

B4.5 No dealing. Pragmon will not deal in the Customer's securities while it holds inside information about the Customer.

B4.6 Disclosure. Pragmon will disclose inside information only as the Agreement allows.

B4.7 The Customer's procedures. The Customer will handle each Review under its own disclosure procedures.

B5. Connected systems

This clause applies where the Customer connects an accounting, ERP or other business system to the Platform, for example Pylon.

B5.1 Read only. Pragmon reads data from the connected system. It enters, changes and deletes nothing in it.

B5.2 Only what is needed. Pragmon reads only the data the Review needs, as set out in the Order Form.

B5.3 Payroll without names. Where Pragmon reads payroll data, it reads it without employee names: only totals by function, or a code per employee that does not reveal who they are.

B5.4 The Customer controls access. The Customer may suspend or revoke Pragmon's access at any time. Pragmon shares its access credentials with no one.

B5.5 At the end. Within 30 days after the Agreement ends, Pragmon closes the connection, returns the Customer's data on request and then deletes it.

DEFINITIONS

Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. Control means owning more than 50% of the voting shares or other ownership interest.

Agreement means an Order Form together with these terms, the Data Processing Agreement and any document the Order Form references.

AI Services means the artificial intelligence and machine learning parts of the Platform and of Pragmon's work on the Review, including the AI System and the underlying Models.

AI System means the artificial intelligence or machine learning application, program and service layers of the AI Services, excluding the underlying Models.

Applicable Data Protection Laws means the Applicable Laws that govern how personal data may be processed, including the UK GDPR, the Data Protection Act 2018 and Regulation (EU) 2016/679.

Applicable Laws means the laws, regulations, court orders and other binding requirements of a relevant government authority that apply to Pragmon or the Customer.

Beta Feature means an early or pre-release feature or version of the Platform that is marked as beta or similar, or that is not generally available.

Confidential Information means information in any form that a Discloser, or someone on its behalf, discloses to a Recipient in connection with the Agreement, including before it starts, and that the Discloser marks as confidential or that a reasonable person would understand to be confidential. Confidential Information includes the existence and terms of each Order Form. The Customer's Confidential Information includes non-public Customer Content. Pragmon's Confidential Information includes non-public information about the Platform and its methods, and each Review.

Covered Claim means a Pragmon Covered Claim or a Customer Covered Claim.

Customer means the company or other entity named as the customer in an Order Form.

Customer Content means data, information and material that the Customer or its Users submit to Pragmon or the Platform, including Input, but excluding Feedback.

Customer Covered Claim means a claim by a third party arising from (a) the Customer's disclosure of a Review in breach of these terms, or (b) Customer Content, including a claim that Customer Content infringes that third party's rights.

Data Processing Agreement means Pragmon's data processing agreement at pragmon.ai/legal/dpa, as updated from time to time.

Discloser means a party when it discloses Confidential Information to the other party.

Documentation means the user guides and instructions for the Platform that Pragmon makes available.

Embargoed Country means any country or region to or from which Applicable Laws generally restrict the export or import of goods, services or money.

Feedback means suggestions, feedback or comments about the Platform, the Review or related services.

Fees means the amounts set out in an Order Form.

Force Majeure Event means an unforeseen event outside a party's reasonable control, where that party took reasonable steps to avoid or reduce its effects. Examples include a major natural disaster, war, pandemic, riot, act of terrorism, or failure of a public utility or the internet.

High Risk Activity means any use where the use or failure of the Platform could reasonably be expected to lead to death, bodily injury or environmental damage.

Indemnifying Party means a party when it is giving protection for a Covered Claim.

Input means data, information, prompts or material that the Customer or its Users, or anyone on their behalf, submit to the AI Services, excluding Feedback.

Model means a large language, machine learning or artificial intelligence model.

Order Form means a document signed or electronically accepted by Pragmon and the Customer that references these terms and sets out the commercial details of the Customer's subscription.

Output means data, information or material that the AI Services produce in response to Input.

Personal Data has the meaning that Applicable Data Protection Laws give to personal data or any similar term.

Platform means Pragmon's online service described in the Order Form, including Ask Pragmon AI, the Software and the Documentation.

Pragmon Covered Claim means a claim by a third party that the Platform, as Pragmon provides it and the Customer uses it under the Agreement, infringes that third party's intellectual property rights in the United Kingdom or the European Union.

Prohibited Data means (a) health or medical information; (b) credit card, debit card, bank account or other financial account numbers; (c) national insurance numbers, passport numbers, driving licence numbers and other unique government identification numbers; (d) special category data and criminal offence data as Applicable Data Protection Laws define them; and (e) any similar sensitive information that Applicable Data Protection Laws describe.

Protected Party means a party when it receives protection for a Covered Claim.

Recipient means a party when it receives Confidential Information from the other party.

Review has the meaning given in clause B2.1.

Software means any client-side software or application that Pragmon makes available for the Customer to install, download or run, whether on a device or in a browser, as part of the Platform.

Subscription Term means the period of the subscription that the Order Form sets.

Train and Training mean the use of data, information or material to create or improve a Model.

Usage Data means data and information about the provision, use and performance of the Platform and related services, drawn from the Customer's or its Users' use of them.

User means any individual who uses the Platform on the Customer's behalf or through the Customer's account.

VAT means value added tax and any similar sales tax.

Part A and section B3 are adapted from the Common Paper Cloud Service Agreement Standard Terms Version 3.0 and AI Addendum Standard Terms Version 1.0, licensed under CC BY 4.0 (creativecommons.org/licenses/by/4.0). Changes were made.