logo

Portia AI Platform As A Service Terms And Conditions

LAST UPDATED: [12 Feb 2025]

IMPORTANT – PLEASE READ CAREFULLY:

THESE TERMS AND CONDITIONS ARE A LEGALLY BINDING AGREEMENT. BY PURCHASING A SUBSCRIPTION OR BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT PURCHASE A SUBSCRIPTION TO OR USE THE PLATFORM.

THE PLATFORM MAY INCLUDE COMPONENTS WHICH ARE OPEN SOURCED AND LICENSED FOR USE UNDER THE TERMS OF THE APPLICABLE OPEN SOURCE LICENSE. NOTHING IN THESE TERMS IS INTENDED TO LIMIT YOUR RIGHTS UNDER AN OPEN SOURCE LICENSE.

  1. DEFINITIONS

"Agreement" means these Platform as a Service terms and conditions as updated from time to time. The latest version is available at [www.portialabs.ai/terms-and-conditions].

"Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or reasonably should be understood to be confidential.

"Customer" means the business entity subscribing to or using the Platform.

“Documentation” means any documentation made available by the Provider describing the use and functionality of the Platform, as updated from time to time. The latest version is available at [docs.portialabs.ai].

‘EULA’ means the end user license agreement which the Customer’s authorised users must accept in order to access and use the Platform as updated from time to time. The latest version is available at [www.portialabs.ai/eula].

"Intellectual Property Rights" means patents, trademarks, trade secrets, copyrights, neighbouring, similar and equivalent rights and all other proprietary rights associated with the Platform.

“Payment Schedule” means the schedule of Platform subscription options, pricing and payment details made available by the Provider as updated from time to time. The latest version is available at [www.portialabs.ai/pricing].

"Platform" means the B2B online platform provided by the Provider at [app.portialabs.ai] or other location as promulgated by the Provider from time to time.

"Provider" means Portia AI Ltd, a company registered in England and Wales with company number 15729214 and registered office at 41-43 Chalton Street, Connolly Works, London, England, NW1 1JD.

"Subscription Fees" means the fees payable by the Customer for access to the Platform, as detailed in the Payment Schedule.

"User Data" means all data, content, and information submitted, stored, or processed by the Customer through the Platform.

  1. GRANT OF LICENSE & ACCESS RIGHTS

    1. Subject to compliance with this Agreement and payment of applicable fees, the Provider grants the Customer a non-exclusive, non-transferable right to access and use the Platform for internal business purposes only (including for gain) during the term of the Customer’s valid subscription to the Platform.
    2. The Customer shall not:
      1. copy, reverse engineer, decompile, or otherwise attempt to extract the source code of the Platform;
      2. create derivative works of the Platform without express written permission from the Provider;
      3. use the Platform to develop a competing product or service; or
      4. transfer, sublicense, or resell access to the Platform.
    3. The Provider reserves the right to suspend or terminate access if the Customer breaches, or the Provider has reasonable grounds to suspect a breach of, any provision of this Agreement.
    4. Access to and use of the Platform is permitted solely for use in the course of business, profession or trade. Access for purely domestic or personal use or use by consumers is not permitted.

  2. CUSTOMER OBLIGATIONS

    1. The Customer shall comply with all applicable laws, regulations, and industry standards when using the Platform.
    2. The Customer is responsible for all User Data and represents and warrants that it has all rights, licenses, and permissions required to provide the User Data to the Platform.
    3. The Customer shall be responsible for maintaining the security of its account credentials and ensuring that only authorised users access the Platform. The Customer shall immediately notify the Provider if it becomes aware of any unauthorised access to or use of its account or the Platform.
    4. Platform usage shall be subject to limits and usage restrictions as communicated by the Provider. Use beyond any limits included within the Subscription Fees may be independently chargeable and the Customer shall pay any such charges in accordance with the Payment Schedule.
    5. The Customer shall not upload or process any unlawful, offensive, or malicious content on the Platform.
    6. The Customer shall comply with and shall procure that any users accessing the Platform under its authority, in connection with its subscription or using its account credentials, are employees or contractors of the Customer and comply with:
      1. the EULA; and
      2. the Customer’s obligations under this Agreement.
    7. Where the Customer’s Subscription Fees are calculated on per-seat pricing, the Customer shall ensure that the number of its authorised users does not exceed its subscription and that account credentials are not shared.
    8. The Customer shall allow reasonable audit by the Provider to confirm compliance with this clause.
    9. If the Provider believes with reasonable grounds that the Customer has underpaid Subscription Fees it may charge a sum equivalent to its reasonable estimate of the underpayment and the Customer will pay such charges on demand.

  3. INTELLECTUAL PROPERTY RIGHTS

    1. The Provider retains all ownership rights, title, and interest in and to the Platform, including all underlying software, the Documentation and any other services provided by the Provider to the Customer.
    2. The Customer retains ownership of all User Data submitted to the Platform. The Customer grants the Provider a limited license to use User Data solely to provide the Platform’s services. Upon termination of this Agreement, the Provider will delete all User Data from its systems, unless it is legally required to retain it.
    3. The Customer grants to the Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any feedback provided by or on behalf of the Customer relating to the Platform without restriction.
    4. The Customer grants to the Provider a worldwide, royalty-free license to use the Customer’s name, logo, trademarks and other marks for promotional and marketing purposes, including on the Provider’s website. Such use is subject to the Customer’s prior written approval, which will not be unreasonably withheld or delayed, and the Provider agrees to adhere to any brand guidelines provided by the Customer.

  4. CONFIDENTIALITY

    1. Each party agrees to keep the other party’s Confidential Information secure and not disclose it to third parties, except as required by law or expressly permitted by the terms of this Agreement or with the consent of the other party.
    2. A party agrees to use the Confidential Information of the other solely in connection with the discharge of its obligations under this Agreement.
    3. A party may disclose the Confidential Information of the other to its professional advisers and contractors in connection with the proper performance of their duties provided they are subject to obligations of confidentiality. The party remains responsible for breaches of confidentiality by its advisers and contractors as if the breach were its own.
    4. The obligations in this clause survive termination or expiry of this Agreement.

  5. DATA PROTECTION

    1. The provisions of this clause are in addition to and do not relieve or replace a party’s obligations under applicable law.
    2. To the extent that any processing of personal data is carried out by the Provider as a data processor acting on behalf of the Customer as data controller (or as a sub-processor where the Customer is a data processor, in which case mutatis mutandis) the provisions of the standard contractual clauses annexed to the 4 JUNE 2021 COMMISSION IMPLEMENTING DECISION on standard contractual clauses between controllers and processors under Article 28 (7) of Regulation (EU) 2016/679 and Article 29 (7) of Regulation (EU) 2018/1725 shall apply and are incorporated into this agreement by reference with the following optionality: Clause 5 (Docking) shall not apply, in Clause 7.7(a) (Use of sub-processors) option 2 (General Written Authorisation) shall apply with a 14 day time period, and in each case of an option between Regulation (EU) 2016/679 and Regulation (EU) 2018/1725 the Regulation (EU) 2016/679 shall apply. The parties shall record in writing the Annex information as it applies to the processing in question. If the parties do not determine that variation of it is necessary, the Annex information scheduled to this Agreement shall apply.

  6. FEES & PAYMENT TERMS

    1. The Customer shall pay Subscription Fees in accordance with the pricing plan selected and the Payment Schedule.
    2. All fees are exclusive of applicable taxes. The Customer is responsible for paying all taxes associated with its purchases.
    3. All fees paid are non-refundable and quantities purchased cannot be decreased during the relevant subscription period unless otherwise stated in the Payment Schedule.
    4. Failure to pay Subscription Fees may result in suspension or termination of access to the Platform.
    5. Subscriptions auto-renew in accordance with the Payment Schedule.
    6. The Customer authorises the Provider and any third-party payment processor(s) on its behalf to charge the payment method provided by the Customer in accordance with the Payment Schedule.
    7. The Provider may update the Payment Schedule from time to time. Reasonable notice will be provided (which may be via messaging functionality on the Platform). Any change in Subscription Fees will take effect from the Customer’s next subscription period. A Customer that terminates its subscription in accordance with clause 10.2 prior to the end of the then-current subscription period will not be charged updated Subscription Fees.

  7. SERVICE LEVELS & SUPPORT

    1. The Provider aims to maintain [99.5%] uptime availability, excluding reasonable maintenance, migration and upgrade.
    2. Support inquiries shall be addressed within commercially reasonable response times.
    3. The Customer’s sole remedy for any dissatisfaction with the service levels or support will be to terminate its subscription in accordance with clause 10.2 and cease use of the Platform.

  8. WARRANTIES & DISCLAIMERS

    1. The Provider warrants that the Platform will perform substantially in accordance with the Documentation.
    2. Other than as expressly warranted above to the fullest extent permitted by law the Platform is provided "as-is" without warranties of any kind, including but not limited to fitness for a particular purpose
    3. The Provider does not guarantee that access to the Platform will be uninterrupted or error-free.
    4. The Provider may update the Platform (and Documentation) and its functionality at its discretion.
    5. In the case of any update that in the Provider’s reasonable opinion would materially and adversely affect the functionality of the Platform, reasonable notice will be provided (which may be via messaging functionality on the Platform). Any such update to the Platform will take effect from the Customer’s next subscription period. A Customer that terminates its subscription in accordance with clause 10.2 prior to the end of the then-current subscription period will not be affected by the update.

  9. TERMINATION & SUSPENSION

    1. This Agreement continues until all subscriptions have expired or have been terminated.
    2. The Provider may suspend or terminate this Agreement if the Customer:
      1. fails to pay Subscription Fees or other charges in accordance with the Payment Schedule;
      2. breaches this Agreement or applicable laws; or
      3. poses a security risk to the Platform.
    3. The Customer may terminate the Agreement by contacting [mounir@portialabs.ai] effective at the end of its then-current subscription period.
    4. The Provider may suspend or cease to offer the Platform, effective at the end of the Customer’s then-current subscription period, without incurring any liability to the Customer.

  10. LIABILITY & INDEMNIFICATION

In this clause:

“liability” means every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence) or otherwise;

“losses” means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses).

  1. The Provider’s total liability shall not exceed the Subscription Fees paid by the Customer in the preceding 12 months.
    2. The Customer indemnifies the Provider from any losses arising in relation to the Customer’s misuse of the Platform, regulatory breaches, or third-party claims relating to the User Data.
    3. The Provider indemnifies the Customer for any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to a third party arising from a third party claim that the receipt or use of the Platform by the Customer in accordance with the terms of this Agreement infringes the intellectual property rights of any third party. This excludes claims to the extent arising from a combination of the Platform with products, services, or software not provided by the Customer.
    4. Neither party shall be liable to the other for any:

    1. consequential or indirect loss;
    2. any loss of profit or revenue;
    3. any anticipated savings;
    4. any loss of agreements or contracts;
    5. any loss of use or corruption of software, data or information that occurs despite the use of commercially reasonable and appropriate backup, security and malware precautions;
    6. loss of goodwill; or
    7. wasted expenditure.
    8. Nothing in this Agreement limits or excludes:
      1. any liability which may not be limited or excluded by law; or
      2. any liability under an express indemnity.
    9. Notwithstanding any other provision a party shall not be liable under an indemnity in this Agreement unless:
      1. the indemnified party gives written notice containing reasonable detail as soon as reasonably practicable after becoming aware of a matter that might give rise to a claim under the indemnity (a “Claim”);
      2. the indemnified party refrains from making any admission of liability, settlement or compromise in relation to the Claim without the indemnifying party’s written consent;
      3. the indemnified party grants the indemnifying party on request the conduct of the Claim (including negotiation, compromise or settlement); and
      4. the indemnified party provides all reasonably necessary information and assistance to the indemnifying party in relation to the Claim.

  2. MISCELLANEOUS

    1. Force Majeure: a party shall be excused for failure to perform obligations due to events beyond its reasonable control. This shall not apply to the Customer’s obligation to pay fees. If a party is excused from performance under this clause the other party’s obligations will be similarly suspended for the same period.
    2. Entire agreement: this Agreement constitutes the entire understanding between the parties regarding the subject matter and extinguishes and supersedes any previous agreement relating to the same. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
    3. Assignment: the Customer may not assign its rights under this Agreement without prior written consent.
    4. Notices: all communications must be in writing (including email) and sent to the contact details of the parties as recorded in the Platform from time to time.
    5. Waiver: failure to enforce or delay in enforcing any provision of this Agreement shall not constitute a waiver of that provision.
    6. Severance: if any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement, and the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    7. Third party rights: no-one other than the parties can enforce this Agreement.

  3. GOVERNING LAW & DISPUTE RESOLUTION

    1. This Agreement (including questions as to its construction and formation) shall be governed by the laws of England and Wales without regard to conflict of laws provisions.
    2. Any disputes shall first be resolved through good-faith negotiations between the parties of a commercially reasonable length. If then unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule

Portia AI Data Processing Annex Information

Unless the parties record otherwise in writing, the following is the Annex Information for the purposes of the standard contractual clauses annexed to the 4 JUNE 2021 COMMISSION IMPLEMENTING DECISION on standard contractual clauses between controllers and processors under Article 28 (7) of Regulation (EU) 2016/679 and Article 29 (7) of Regulation (EU) 2018/1725.

Annex 1 - Processing, Personal data and Data subjects

  1. PROCESSING BY PORTIA AI

  2. SCOPE

low-volume, continuous, routine processing of low-risk data

  1. NATURE

collection, recording, organisation, structuring, storage, alteration, retrieval, consultation, use, disclosure, dissemination, restriction, erasure or destruction

  1. PURPOSE OF THE PROCESSING

administration of and performance of obligations under the agreement between the parties

  1. DURATION OF THE PROCESSING

during the term of the agreement, and after termination or expiry in accordance with any applicable data retention and deletion policy or as required by applicable law

  1. TYPES OF PERSONAL DATA

Identity and Contact Information, Financial and Transaction Information, Technical and Usage Information, Marketing and Communications Information

  1. CATEGORIES OF DATA SUBJECT

users of the Portia AI Platform

Annex 2 - Initial sub-processors

Google Cloud Platform