Terms of Service


Effective date: 21st of February 2024.

1. Agreement. These Terms of Service (these “Terms”) are made by and between

The party on whose behalf they are accepted (“Subscriber”) and Prime AI and are effective as of the date they are accepted by Subscriber. “Prime AI” means Prime AI Limited., registered in England & Wales No.11599467 and office at Oakwood Lodge, Thornden Wood Road, Herne Bay, CT6 7NX. The complete subscription agreement including these Terms (the “Agreement”) is made for the purpose of granting Subscriber a limited subscription to use Prime AI’s hosted services, support or other services (the “Services”).

2. Prime AI’s Obligations

  • 2.1 Services. Prime AI will make the Services available to Subscriber according to one or more online or written ordering documents (each a “Service Order”). The Agreement includes each Service Order incorporating the Agreement.
  • 2.2 Compliance with Laws. Prime AI will comply with all laws and governmental regulations applicable to the Services.
  • 2.3 Personnel and Performance. Prime AI will be responsible for the performance of its personnel and their compliance with the Agreement.
  • 2.4 Documentation. Prime AI will deliver the documentation via email that describe integration guides for the Services purchased.
  • 2.5 Security Measures. Prime AI will maintain administrative, physical, and technical safeguards for the security and integrity of the Services (the “Security Measures”) consistent with industry standard practices. Prime AI will store, process, transmit and disclose electronic data and configurations submitted to the Services at the direction or on behalf of Subscriber (“Subscriber Data”) only according to the Agreement and the Documentation. The Services, independent of Subscriber Data, will not transmit code, files, scripts, agents, or programs intended to do harm, including, viruses, worms, time bombs, and Trojan horses (“Malicious Code”).
  • 2.6 Protection of Subscriber Personal Data. To the extent Prime AI processes any Subscriber Personal Data (as defined in the DPA) contained in Subscriber Data on behalf of Subscriber, the terms of the Data Processing Addendum available at https://www.primeai.co.uk/pdf/DPA.pdf (the “DPA”), which are incorporated herein by reference, will apply and the parties agree to comply with such terms. For purposes of the Standard Contractual Clauses incorporated by reference into the DPA, Subscriber and its applicable Affiliates are each the “data exporter”, and Subscriber’s and its applicable Affiliate’s acceptance of these Terms or applicable Affiliate’s signing of a Service Order, will be treated as signing of the Standard Contractual Clauses and their appendices.

3. Subscriber’s Obligations.

  • 3.1 Subscriber Data. As between Prime AI and Subscriber, Subscriber is responsible for Subscriber Data and the provision of Subscriber Data to the Services according to the Agreement.
  • 3.2 Personnel and Performance. Subscriber will be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement. Subscriber enters into the Agreement on behalf of its Affiliates that make use of the Services.
  • 3.3 Non-Prime AI Services. Subscriber may choose to use services not provided by Prime AI (“Non-Prime AI Services”) with the Services and in doing so grants Prime AI permission to interoperate with the Non-Prime AI Services as directed by Subscriber or the Non-Prime AI Services. Unless specified in a Service Order: (a) Prime AI does not warrant or support Non-Prime AI Services, (b) as between Prime AI and Subscriber, Subscriber assumes all responsibility for the Non-Prime AI Services and any disclosure, modification or deletion of Subscriber Data by the Non-Prime AI Services and (c) Prime AI shall have no liability for, and Subscriber is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation due to any unavailability of the Non-Prime AI Services or any change in the ability of Prime AI to interoperate with the Non-Prime AI Services.
  • 3.4 Responsibilities. Subscriber: (a) shall comply with Prime AI acceptable Use Policy available at https://www.primeai.co.uk/policies/acceptable-use-policy.html (the “AUP”); (b) shall use the Services in accordance with the Agreement; (c) shall use the Services in accordance with the applicable Documentation; (d) shall be responsible for using commercially reasonable efforts to prevent unauthorised access to or use of the Services; (e) shall promptly notify Prime AI of any unauthorised access or use of the Services; (f) shall not use the Services to store, transmit or display Subscriber Data for fraudulent purposes or in violation of applicable laws and governmental regulations; (g) shall not make the Services available to, or use the Services for the benefit of, anyone other than Subscriber’s own personnel or end users; (h) shall not use the Services to store, transmit or display Malicious Code; (i) shall not interfere or disrupt the integrity or performance of the Services or any third-party technology contained therein; (j) shall not attempt to gain unauthorised access to any Prime AI’s datacentres, systems or networks; (k) shall not permit direct or indirect access to or use the Services in a way that circumvents a usage or capacity limit of the Services or use the Services to access or use any of Prime AI’s intellectual property except as permitted under the Agreement; (l) shall not sell, resell, license, sublicense, distribute, redistribute, rent, or lease the Services except as integrated with its own offerings that provide additional functionality to its end users; (m) shall not copy, modify or create a derivative work of the Services or any part, feature, function, or user interface thereof; (n) shall not access the Services or use the Documentation to develop a competitive product or Services; (o) shall not reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the source code of the Services; (p) shall not alter, remove or obscure any copyright, trademark or other proprietary notices or confidentiality legend on the Services; (r) shall obtain and maintain appropriate equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems and internet access; (s) obtain and maintain any required consents necessary to permit the processing of Subscriber Data by Prime AI under the Agreement; and (t) obtain and maintain any consent necessary to permit the processing by Prime AI of the personal information for purposes of the Services and the Agreement.
  • 3.5 Service Notices. If Prime AI becomes aware that Subscriber may violate Subscriber’s obligations under this Section 3 (Subscriber’s Obligations), Prime AI will notify the Subscriber by email and request to take reasonably appropriate action, including ceasing problematic usage, changing a configuration, updating account credentials, or removing applicable Subscriber Data. If Subscriber fails to comply with a Service Notice by the deadline set forth in the Service Notice, Prime AI may block Subscriber’s access or terminate the Agreement immediately for cause. All limitations of access, suspensions, and terminations for cause shall be made in Prime AI’s sole discretion and Prime AI shall not be liable to Subscriber or any third party for any termination of Subscriber’s account or access to the Services.

4. Term and Termination.

  • 4.1 Term. These Terms are effective during the term of any Service Order that incorporates the Agreement. The term of a Service Order shall be specified in the Service Order. Service Orders shall renew for successive terms, unless either party gives the other at least (30) thirty days’ notice of nonrenewal at the end of the applicable term.
  • 4.2 Termination for Cause. In addition to Prime AI’s right to terminate the entire Agreement under Section 3.5 (Service Notices), Subscriber or Prime AI may terminate the entire Agreement for cause (a) upon 30 thirty days’ written notice to the other of material breach if the breach remains uncured at the expiration of the notice period or (b) if the party becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, goes out of business or ceases its operations.
  • 4.3 Survival. Any term of condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including Sections 3.4 (i),(j), (m), (n), and (o) (Subscriber’s Obligations), Section 5 (Fees and Payment), Section 6 (Confidentiality), Section 7 (Licences and Proprietary Rights), Section 8 (Limitation of Liability), Section 9 (Exclusion of Consequential and Related Damages).

5. Fees and Payment.

  • 5.1 Fees. Subscriber will pay all fees specified in Service Orders and provide accurate and updated billing contact information. Minimum commitments in Service Orders are (a) based on Services purchased and not actual usage; (b) non-cancellable; and (c) cannot be decreased during the specified term. Fees paid are not refundable. Subscriber’s payments of fees are neither contingent on the delivery of any future functionality or features, nor dependent on statements not set forth in the Agreement or any Service Order.
  • 5.2 If the Service Order specifies that payment will occur by a method other than a credit card, Subscriber will provide a purchase order number in the applicable amount (or reasonable alternative proof of Subscriber’s ability to pay the fees specified in a Service Order), and promptly notify Prime AI of any changes necessary for payment of an invoice. Prime AI will invoice Subscriber either monthly or according to the billing frequency stated in the Service Order. Invoices to be paid by credit card are due on the invoice date, all other invoices are due net 30 days from the invoice date. If any invoiced amount is not received by Prime AI by the due date, then without limiting Prime AI’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (b) Prime AI may condition future subscription renewals ad Service Orders on shorter payment terms. If Subscriber is paying for Services by credit card, Subscriber will provide Prime AI’s authorised payment processor with valid credit card information and promptly notify Prime AI’s authorised payment processor of any changes necessary to charge the credit card. The provision of credit card information to Prime AI’s authorised payment processor authorises Prime AI, through its authorised payment processor, to charge the credit card for all Services specified in a Service Order, and any renewal subscription. Subscriber acknowledges that Prime AI will not have access to Subscriber’s credit card information.
  • 5.3 Late Payments, Termination of Services and Debt Recovery. If any amount owing by Subscriber is 30 (thirty) or more days overdue, Prime AI may, without limiting any rights and remedies, block the provision of Services to Subscriber. Prime AI will give Subscriber at least 7 (seven) day’s prior notice that its account is overdue, before blocking Services to Subscriber and passing Subscriber’s information to debt recovery agencies.
  • 5.4 Payment Disputes. In case of any objections regarding issued invoices, the Subscriber must inform the Prime AI no later than 30 (thirty) calendar days from the date of issued invoice. If the Subscriber does not submit objections to the Prime AI, the Subscriber will be deemed not to have any objections to the account and the amount specified therein.
  • 5.5 Refund or Payment upon Termination. If the Agreement is terminated, Subscriber will pay any unpaid fees covering the remainder of the term of all Service Orders. In no event Subscriber is entitled to any refunds and termination will not relieve Subscriber of its obligations to pay any fees payable. If the Subscriber terminates without cause prior to the end of term, Subscriber shall be immediately liable for the balance of the fees for the remainder of the term.
  • 5.6 Taxes. Fees for Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its Service Orders. If Prime AI is obliged by law to pay or collect Taxes for which Subscriber is responsible, Prime AI will invoice Subscriber and Subscriber will pay that amount unless Subscriber can provide a valid tax exemption certificate authorised by the appropriate taxing authority. Subscriber will provide Prime AI any information Prime AI reasonably requests to determine whether Prime AI is obliged to collect Taxes. Prime AI is solely responsible for taxes assessable against its income, property, and employees.

6. Confidentiality.

  • 6.1 Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Subscriber’s Confidential Information includes The Subscriber Data; Prime AI’s Confidential Information includes the Services; and Confidential Information of each party includes but is not limited to the terms and condition of the Agreement and all Service Orders, including pricing, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each party in connection the Agreement. Confidential Information does not include information that: (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party; (b) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party; (c) is disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligations; or (d) is at any time independently developed by Receiving Party without use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.
  • 6.2 Protection of Confidential Information. Except as provided in Section 6.3 (Compelled Disclosure) Receiving Party shall not disclose or otherwise make available any Confidential Information of Disclosing Party to anyone expect those of its employees, directors, lawyers, agents, and consultants who: (a) need to know the Confidential Information in connection with the purpose of the Agreement and (b) who have previously agreed to be bound by the confidentiality obligations no less stringent than those in the Agreement. Each party shall safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and not use any Confidential Information of the other party for any purpose outside the scope of the Agreement.
  • 6.3 Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, then to the extent legally permitted, Receiving Party shall provide Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes contest the compelled disclosure. Any compelled disclosure shall be limited to the extent required, and shall be subject to confidentiality protections to the extent practicable. If Receiving Party is compelled by law to disclose Disclosing Party’s Confidential Information as part of civil proceeding to which Disclosing Party is party, and Disclosing Party is not contesting the disclosure, Disclosing Party will reimburse Receiving Party for its reasonable cost compiling and providing secure access to that Confidential Information.

7. Licences and Proprietary Rights.

  • 7.1 Subscriber Data. Subscriber grants Prime AI worldwide, nonexclusive, revocable, and limited licence to store, copy, transmit, and display Subscriber Data and to interoperate with any Non-Prime AI Services as necessary for Prime AI to provide the Services in accordance with the Agreement. Subject to this limited licence, Prime AI acquires no right, title, or interest from Subscriber under the Agreement in or to Subscriber Data.
  • 7.2 Prime AI Software. Prime AI grants Subscriber a limited non-exclusive, non-transferable, non-sublicensable licence to use Prime AI Software solely in connection with the subscribed Services in accordance with the Agreement.
  • 7.3 Feedback. Subscriber grants to Prime AI worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Subscriber.
  • 7.4 Support Related Deliverables. Prime AI hereby grants Subscriber a worldwide, perpetual, non-exclusive, non-transferable, royalty-free licence to use for its internal business purposes anything developed by Prime AI for Subscriber and delivered by Prime AI to Subscriber in connection with support services (“Deliverables”). Subject to Subscriber’s ownership of its proprietary and Confidential Information disclosed to Prime AI under Section 6 (Confidentiality), Prime AI shall retain all ownership rights to the Deliverables. Deliverables that are custom code written by Prime AI to facilitate Subscriber’s use of the Services that include any Subscriber Confidential Information shall remain subject to the confidentiality obligations under Section 6 (Confidentiality) and Subscriber shall retain all ownership rights to its confidential information. All such custom code is provided “as is” and “as available” without any warranty of any kind. Prime AI disclaims all obligation and liability under the agreement for any harm or damage arising out of or in connection with custom code.
  • 7.5 Proprietary Rights. The Services, Prime AI Software and the Documentation are the proprietary information of Prime AI. Subject to the limited rights expressly granted in the Agreement, Prime AI reserves all rights, titles, and interests in and to the Services, Prime AI Software and the Documentation, including all related intellectual property rights. No rights are granted to Subscriber except as expressly set forth in the Agreement. No rights are granted to Prime AI except as expressly set forth in the Agreement.

8. Limitation of Liability.

In no event will a party’s aggregate liability(together with all of its affiliates) arising out of or related to the agreement (regardless of the number of individual incidents giving rise to liability) exceed the total amount actually paid by subscriber and its affiliates hereunder for the services giving rise to the liability in the 12 (twelve) months preceding the first incident out of which the liability arose. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. However, the above limitations will not limit subscriber’s payment obligations under Section 5 (Fees and Payment) or either party’s indemnification obligations.

9. Exclusion of Consequential and Related Damages.

In no event will a party have any liability to any other party for any lost profits, lost opportunities, or indirect, special, incidental, consequential, cover, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of these types of damages or a party’s remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

10. Warranties.

  • 10.1 Service Warranty. In addition to its obligations under Section 3 (Subscriber’s Obligations), Prime AI warrants that during the term of each Service Order that: (a) the Services will perform materially in accordance with the applicable Documentation, (b) the Services will be provided in accordance with the applicable service level agreement, available at https://www.primeai.co.uk/policies/sla/ (each an “SLA”) (c) the overall effectiveness of the Security Measures will not be decreased and (d) Prime AI will not materially decrease the overall functionality of the Services. SLAs do not apply (i) to unavailability of Services caused by factors outside of Prime AI’s reasonable control, including those set forth in Section 16 (Force Majeure); (ii) to unavailability of the Services that result from Non-Prime AI Services, equipment and/or software of third parties where such equipment and/or software is not within the control of Prime AI; (iii) to unavailability of the Services caused by abuse or misuse of the Services (or any component thereof) by Subscriber or Subscriber’s personnel or end users; (iv) to unavailability of the Services caused by use or maintenance of the Services (or any component thereof) by Subscriber in a manner not conforming to the requirements described in the Documentation or in the Agreement; (v) to unavailability of the Services caused by modifications to Prime AI Software by Subscriber, its personnel or end users; (vi) to unavailability of the Services due to reaching the maximum capacity of the contracted infrastructure; or (vii) for any usage where Subscriber has not used the latest version of API Clients. Without limiting Prime AI’s obligations pursuant to Section 3 (Subscriber’s Obligations), Subscriber’s exclusive remedies for a breach of a warranty in this Section 10.1 (Services Warranty) shall be to exercise the express rights described in Sections 4.2 (Termination for Cause), 5.5 (Refund or Payment upon Termination) and claim the credits set forth in the applicable SLA.
  • 10.2 Support and Professional Services Warranty. Support and professional services specified in applicable Service Orders will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. Subscriber’s exclusive remedies for breach of the warranty in this Section 10.2 shall be either (a) re-performance of the support and professional Services by Prime AI; (b) to claim the credits set forth in the applicable SLA, if any; or (c) to exercise the express rights described in Sections 4.2 (Termination for Cause) and 5.5 (Refund or Payment upon Termination).

11. Privacy Policy.

Prime AI will process personal information in accordance with its privacy policy available at https://www.primeai.co.uk/privacy.html (the “Privacy Policy”).

12. Assignment.

  • 12.1 Neither party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) provided, however, either party may assign the Agreement in its entirety, without the other party’s consent (a) to its Affiliate or (b) in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Notwithstanding the immediately preceding sentence, if a party is acquired by, sells all or substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other party, then such other party may, but is not required to, terminate the Agreement upon written notice.
  • 12.2 The Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

13. Manner of Giving Notice.

  • 13.1 All updates to the Technical Documentation should be sent via email. All updates to SLAs will be posted at All updates to the AUP will be posted at https://www.primeai.co.uk/policies/acceptable-use/ Except as expressly set forth in a Documentation, updates to the Documentation will be effective upon posting. Updates to SLAs and AUP will be effective thirty (30) days after posting. Material updates to the Privacy Policy will become effective thirty (30) days after email notification to Subscriber or thirty (30) days after posting (unless the changes to the Privacy Policy are made to comply with applicable laws and governmental regulations in which case, will become effective immediately).
  • 13.2 Except as otherwise specified in the Agreement, all notices, permissions and approvals shall be in writing and shall be deemed to have been given upon (a) personal delivery; (b) the second business day after mailing; or (c) the day of sending by email (except that email shall not be sufficient for the Legal Notices. Billing-related notices to Subscriber shall be addressed to the relevant billing contact designated by Subscriber. All other Services related notices to Subscriber shall be addressed to the relevant Services system administrator or other person designated by Subscriber in writing or in the Services’ user interface dashboard.

14. Governing Law and Jurisdiction.

  • 14.1 The Agreement shall be governed by and construed in accordance with the laws of England, and the Parties submit to the exclusive jurisdiction of the English courts in relation to disputes arising from this Agreement and all agreements ancillary to it.
  • 14.2 The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar laws or regulations shall not apply to the Agreement nor to any dispute or transaction arising out of the Agreement.

15. Publicity.

Subscriber consents to Prime AI’s use of Subscriber’s name and logo and general description of Subscriber’s relationship with Prime AI in press releases and other marketing materials and appearances. Subscriber further permits Prime AI to use it as a reference account for marketing purposes and agrees, from time to time, to support Prime AI by participating in reference phone call(s) and other marketing events including with press, analysts, and Prime AI’s potential investors or customers upon reasonable request by Prime AI.

16. Force Majeure.

Except for payment obligations under the Agreement, neither party shall be liable for the non-performance or late performance of the Services, if such non-performance or late performance is due to the intervention of a Force Majeure event. For the purposes of this Agreement, “Force Majeure” is defined as any unpredictable, unavoidable event (beyond the control of the parties), such as act of war or terrorism, strike, earthquake, flood, etc., which occurred after the conclusion of this Agreement and which prevented or delayed the performance in whole or in part of this Agreement. The Party invoking the Force Majeure event shall inform the other Party at soon as possible, but not later than 5 (five) calendar days from the date of event’s occurrence. Failure to comply with the obligation to notify the other Party, shall result in the liability of the Party at fault for any damage caused to the other Party. To the extent that the Parties agree, any Force Majeure event may have the effect of extending the agreed contractual terms by a period equal to the duration of the Force Majeure event. If the Force Majeure event lasts more than 30 (thirty) calendar days, the Parties shall meet and mutually decide to either amend the Agreement duration or terminate the Agreement. If the Parties shall not reach a mutual agreement, the Party not claiming the Force Majeure event shall be entitled to terminate the Agreement.

17. Equitable Relief.

The parties agree that a material breach of the Agreement adversely affecting Prime AI intellectual property rights in Prime AI Software may cause irreparable injury to Prime AI for which monetary damages would not be an adequate remedy and Prime AI shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.

18. Relationship of the Parties.

The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

19. Third-party Beneficiaries.

There are no third-party beneficiaries under the Agreement, AUP or any Documentation.

20. Entire Agreement.

The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the applicable Service Order, (ii) the DPA, (iii) these Terms, (iv) the AUP, (v) the Privacy Policy and (vi) the Documentation. Prime AI and Subscriber each represent that it has validly entered into or accepted the Agreement and has the legal power to do so. Prime AI may modify these Terms from time to time. Any and all changes to these Terms will be published: https://www.primeai.co.uk/policies/terms-of-service and the Terms will indicate the date they were last updated. Material changes will become effective thirty (30) days after posting and an adversely affected Subscriber may terminate the Agreement without penalty upon notice to Prime AI within ten (10) days of the effective date of the revised Terms with the material changes applicable to Subscriber. Subscriber is deemed to accept and agree to be bound by any changes to the Agreement when Subscriber uses the Service after the effective date of those changes. Notwithstanding the foregoing, in the event that the parties enter into, or have entered into a separate formal written subscription agreement, the terms of that agreement shall control over the terms of the Agreement unless the parties expressly agree to supersede such agreement with this Agreement. Any term or condition stated in a Subscriber purchase order or other Subscriber order documents (excluding Service Orders) is void. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect. All reference in the Agreement to “including” means “including but not limited to”.