Terms of Service

1. Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Procure Ally AI Ltd, a company registered in England and Wales under company number 15559154, trading as "Evidary" ("Company", "we", "us", or "our").

By accessing or using the Evidary platform, website, APIs, or any related services (collectively, the "Service"), you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

Registered Office: Procure Ally AI Ltd, England and Wales
Company Number: 15559154
Contact: [email protected]

2. Service Description

Evidary provides an AI compliance, governance, and transparency platform designed to help organisations demonstrate that their AI systems are safe, compliant, and trustworthy. Our Service includes:

• Evidence Bundles: Cryptographically signed, portable compliance documentation packages
• Seal Service: Digital signature and timestamping of compliance artefacts
• Transparency Log: Immutable, append-only ledger for audit trails
• Verify Portal: Offline-capable verification of Evidence Bundles
• Compliance Rulepacks: Pre-configured rule sets for EU AI Act, ISO/IEC 42001, and other frameworks
• Console: Management dashboard for operators and administrators
• APIs: Programmatic access for integration with your systems

Important: Evidary is a compliance evidence and governance tool. We are not a certifying body, and use of our Service does not constitute certification or guarantee of regulatory compliance. You remain solely responsible for ensuring your AI systems comply with applicable laws and regulations.

3. Account Registration and Access

3.1 Eligibility

To use the Service, you must be at least 18 years old and have the legal capacity to enter into binding contracts. If you are using the Service on behalf of an organisation, you must have authority to bind that organisation.

3.2 Account Creation

You must provide accurate, complete, and current information during registration. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.3 Account Security

You must immediately notify us at [email protected] if you become aware of any unauthorised access to or use of your account. We implement industry-standard security measures but cannot guarantee absolute security.

3.4 Multi-User Accounts

Enterprise and Team plans may include multiple user seats. The account administrator is responsible for managing user access and ensuring all users comply with these Terms.

4. Acceptable Use

4.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree to use the Service solely for:

• Managing AI compliance documentation and evidence
• Creating, signing, and verifying Evidence Bundles
• Maintaining audit trails and transparency logs
• Integrating with your authorised systems via our APIs

4.2 Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorised access to any part of the Service, other accounts, or computer systems
• Interfere with or disrupt the integrity or performance of the Service
• Transmit any malware, viruses, or other malicious code
• Use the Service to store or process illegal content
• Reverse engineer, decompile, or disassemble the Service
• Use automated means to access the Service except through our published APIs
• Resell, sublicense, or provide the Service to third parties without authorisation
• Remove or alter any proprietary notices or labels
• Use the Service in any manner that could damage, disable, or impair the Service

5. Subscription and Billing

5.1 Plans and Pricing

The Service is offered under various subscription plans as described on our pricing page. Pricing is subject to change with reasonable notice. Current plans include Starter, Pro, and Sovereign tiers with varying features, usage limits, and support levels.

5.2 Payment Terms

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected billing cycle. All fees are stated in GBP (£) unless otherwise specified and are exclusive of applicable taxes.

5.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. We will provide notice of any price changes before renewal.

5.4 Cancellation

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the current billing period. We do not provide prorated refunds for partial billing periods unless required by law.

5.5 Taxes

You are responsible for all applicable taxes. If we are required to collect taxes, they will be added to your invoice. VAT-registered EU/UK businesses may provide a valid VAT number for reverse charge treatment where applicable.

6. Data Processing and Privacy

6.1 Data Controller and Processor

For personal data you provide about yourself (e.g., account information), we act as a data controller. For Customer Data you submit to the Service, we act as a data processor on your behalf.

6.2 Data Processing Addendum

Our processing of Customer Data is governed by our Data Processing Addendum (DPA), which is incorporated into these Terms by reference and available upon request. The DPA includes Standard Contractual Clauses where required for international data transfers.

6.3 Privacy Policy

Our collection and use of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference.

6.4 Data Residency

All Customer Data is processed and stored exclusively in EU/UK data centres (IBM Cloud, London region). We do not transfer Customer Data outside the European Economic Area or United Kingdom except as necessary for service delivery with appropriate safeguards.

6.5 Data Security

We implement appropriate technical and organisational measures to protect Customer Data, including:

• Encryption in transit (TLS 1.3) and at rest (AES-256)
• HSM-backed cryptographic key management via IBM Key Protect
• WORM (Write Once Read Many) storage for immutable audit trails
• Regular security assessments and penetration testing
• Access controls and audit logging

7. Intellectual Property

7.1 Our Intellectual Property

The Service, including all software, algorithms, interfaces, documentation, and branding, is owned by Procure Ally AI Ltd and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable licence to use the Service during your subscription term.

7.2 Your Data

You retain all rights to your Customer Data. You grant us a limited licence to process your Customer Data solely to provide the Service.

7.3 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant us a royalty-free, worldwide, perpetual licence to use and incorporate such feedback into the Service.

8. Confidentiality

Each party agrees to protect the other party's confidential information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession before receipt; (c) is rightfully obtained from a third party without confidentiality restrictions; or (d) is independently developed without use of the disclosing party's confidential information.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• The Service will perform materially in accordance with its documentation
• We have the right to provide the Service to you
• We will provide the Service with reasonable skill and care

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT ANY DEFECTS WILL BE CORRECTED.

IMPORTANT: EVIDARY DOES NOT PROVIDE LEGAL ADVICE OR CERTIFICATION SERVICES. USE OF THE SERVICE DOES NOT GUARANTEE COMPLIANCE WITH ANY LAW, REGULATION, OR STANDARD. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR AI SYSTEMS COMPLY WITH APPLICABLE REQUIREMENTS.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND POUNDS (£1,000).

10.3 Exceptions

The limitations in this section do not apply to: (a) either party's breach of confidentiality obligations; (b) your payment obligations; (c) either party's gross negligence or wilful misconduct; or (d) liability that cannot be limited by law.

11. Indemnification

11.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Procure Ally AI Ltd and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your Customer Data.

11.2 Our Indemnification

We will indemnify, defend, and hold you harmless from any third-party claims alleging that your permitted use of the Service infringes such third party's intellectual property rights, subject to your cooperation in the defence and your prompt notification of such claims.

12. Term and Termination

12.1 Term

These Terms commence when you first access or use the Service and continue until terminated.

12.2 Termination for Convenience

Either party may terminate these Terms by providing written notice at least 30 days before the end of the then-current subscription term.

12.3 Termination for Cause

Either party may terminate these Terms immediately if the other party: (a) materially breaches these Terms and fails to cure such breach within 30 days of written notice; (b) becomes insolvent or enters bankruptcy proceedings; or (c) ceases to operate in the ordinary course.

12.4 Effect of Termination

Upon termination: (a) your access to the Service will be discontinued; (b) you must pay any outstanding fees; (c) you may request export of your Customer Data within 30 days; and (d) we will delete your Customer Data within 90 days unless legally required to retain it.

12.5 Survival

Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination.

13. Modifications to Terms

We may modify these Terms at any time by posting updated Terms on our website. We will provide at least 30 days' notice of material changes via email or through the Service. Your continued use of the Service after the effective date of changes constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service and may terminate your subscription.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.2 Dispute Resolution

Before initiating any legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation. If negotiation fails, either party may pursue legal remedies in the courts of England and Wales.

14.3 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable DPA or Order Form, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

14.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

14.5 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. Failure to enforce any right shall not constitute a waiver of that right.

14.6 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

14.7 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, government actions, or internet or telecommunications failures.

14.8 Notices

Notices to us must be sent to [email protected] or by post to our registered office. Notices to you will be sent to the email address associated with your account.

14.9 Third-Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

15. Contact Information

For questions about these Terms, please contact us: