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Legal
These Individual User Terms and Conditions govern the relationship between PERICLS LTD, a company incorporated in England and Wales under company number 16288279, whose registered office is at Charterhouse Millburgh Hall, Graffham, Petworth, England, GU28 0QH (the 'Company'), and the individual professional user accessing the regulatory intelligence platform operated by the Company at https://app.pericls.com (the 'Customer' or the 'User').
1.1 Structure and Purpose of Agreement: This agreement comprises these Individual Platform Terms, which regulate the provision of early-stage, frictionless individual platform access to professional users prior to the formal execution of a corporate Master Services Agreement or specific commercial Service Schedule.
1.2 Professional Capacity and Business-to-Business Status: The Customer explicitly warrants and represents that they are registering for and accessing the platform solely in a professional, commercial, trade, or corporate capacity (for example, as an employee, corporate officer, independent contractor, or sole trader evaluating software utility for business use). The Customer explicitly acknowledges and agrees that this contract is a business-to-business agreement; consequently, the Consumer Rights Act 2015 and any associated statutory consumer protections do not apply to this relationship.
2.1 Scope of Services: The Company provides automated, cloud-based software intelligence modules, including business-specific deterministic regulatory roadmaps, horizon scanning feeds, project management collaboration layers, continuous evidencing checks, geographic expansion gap analysis engines, and automated audit reporting tools (collectively, the 'Services').
2.2 Reservation of Intellectual Property: The Company and its licensors retain exclusive ownership of all rights, title, and interest in and to the Services, including all underlying heuristic algorithms, rules engines, data structures and taxonomies, user interface configurations, and any compiled public-data structures. No intellectual property rights are transferred to the Customer under this agreement.
3.1 Absolute Exclusion of Legal Advice: The Customer explicitly acknowledges and agrees that the Services, including any output, analysis, roadmap, delta calculation, or automated report generated by the platform, are provided purely for informational and administrative data-processing purposes.
The Company is not a law firm, does not practice law, and does not provide regulated legal, financial, or compliance advice. The provision of the Services does not establish an attorney-client relationship. The Customer retains absolute, non-delegable legal responsibility and regulatory liability for determining its own compliance posture, verifying the accuracy of its operational controls, and securing independent, qualified legal counsel where required.
3.2 Artificial Intelligence and Model Performance Limitations: The Services leverage advanced, state-of-the-art large language models and automated processing engines to digest complex, unstructured regulatory text. The Customer explicitly acknowledges, understands, and accepts that:
3.3 Total Liability Cap: To the maximum extent permitted by Section 1 of the Unfair Contract Terms Act 1977, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of business opportunity, corporate regulatory fines, or any indirect or consequential financial damages arising out of or in connection with any inaccuracies, gaps, omissions, or errors contained within the AI-generated content or platform outputs.
The Company's total aggregate liability to the Customer under this agreement shall be strictly capped at one hundred per cent (100%) of the core subscription fees paid by the Customer to the Company in the six (6) months immediately preceding the event giving rise to the liability.
4.1 The Product Validation Window: Upon initial user registration, the Company may grant the Customer free access to an individual trial account for a period of thirty (30) days from the date of account creation (the 'Product Validation Window').
4.2 Discretionary Token and Usage Caps: During the Product Validation Window, the Customer's platform usage, data ingestion volumes, and token allocations shall be strictly capped at an operational threshold determined at the absolute, unilateral discretion of the Company. The Company reserves the right to dynamically adjust, reduce, or freeze this individual usage cap at any time, without notice, to protect system architecture stability.
4.3 Automatic Transition to Paid Tier: Upon the expiration of the thirty (30) day Product Validation Window, or immediately upon the Customer exceeding their discretionary usage cap, individual free access to the platform shall be restricted. To maintain active account status and unlock the workspace, the Customer must either:
(a) Upgrade to the Individual Paid Tier by executing an automated recurring payment mandate via the platform's designated payment gateway (Stripe) at the standard flat tariff of 10 USD, 10 GBP, 10 EUR, or 50 AED per month (dependent upon user location); or
(b) Prompt their employer, corporate entity, or primary enterprise investment network to execute a formal corporate subscription agreement and provision a dedicated enterprise B2B instance.
4.4 Suspension for Inactivity or Non-Upgrade: If the Customer fails to either transition to the Individual Paid Tier or secure a corporate contract baseline immediately following the conclusion of the Product Validation Window, the Company reserves the absolute right to suspend all platform access, lock user credentials, and archive or delete all historical workspace configurations without liability or notice.
5.1 Absolute User Liability for Data Ingestion: The platform operates on a public-data-first model and does not require private corporate system integrations. The Customer explicitly acknowledges and agrees that they bear unilateral, absolute legal responsibility and liability for any text, documents, operational frameworks, policies, or data they choose to input, upload, or paste into the platform interface (collectively, 'User-Inputted Data').
5.2 Exclusion of Corporate Confidentiality Infringement Claims: In the event that the Customer inputs, uploads, or processes any data that constitutes confidential information, proprietary business analytics, trade secrets, or contractually protected intellectual property belonging to their employer, an associated corporate entity, or a third party, such action shall be deemed a breach of duty committed solely by the Customer. The Company carries zero liability, obligation, or regulatory oversight regarding the confidentiality, provenance, or security of private corporate text inputted by an individual user without formal corporate authorisation.
5.3 Complete Company Indemnification: The Customer shall fully indemnify, defend, and hold harmless the Company against any third-party claims, employer disputes, regulatory investigations, or corporate legal demands arising directly out of the Customer's unauthorised exposure, copying, or ingestion of corporate data within the individual platform tier.
6.1 Privacy Policy: The Company's collection and use of personal data in connection with the Services is described in the Privacy Policy. Where the Customer inputs personal data for which they or their organisation act as controller, the Data Processing Agreement applies to that processing.
6.2 Cookies: The Company's use of cookies and similar technologies is described in the Cookie Policy.
6.3 Acceptance Records: The Customer acknowledges that the Company records the version of these terms and associated policies accepted by the Customer, together with the date, time, and technical metadata of acceptance (such as IP address and browser identifier), for audit and evidentiary purposes.
7.1 Dispute Resolution Procedure: Any dispute or difference arising out of or in connection with this agreement shall first be referred to senior executive negotiation. If the dispute remains unresolved within thirty (30) days of written notice, it shall be referred to and finalised under the mediation rules of the Centre for Effective Dispute Resolution (CEDR).
If mediation fails to secure a resolution within thirty (30) days of commencement, the dispute shall be referred to and finally resolved by binding arbitration under the rules of the London Court of International Arbitration (LCIA), which rules are deemed to be incorporated by reference into this clause.
7.2 Governing Law: This agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law, subject to the exclusive jurisdiction of the English courts.
General Enquiries: Email: legal@pericls.com
Customer Support: Email: support@pericls.com
Postal Address: Pericls Ltd Charterhouse Millburgh Hall, Graffham, Petworth England, GU28 0QH
| Date | Version | Change Description |
|---|---|---|
| 4 April 2026 | 1.0 | Initial Terms of Service |
| 4 July 2026 | 2.0 | Replaced with Individual User Terms: professional-capacity B2B framing, Product Validation Window and Individual Paid Tier (Stripe), AI human-in-the-loop duties, user data-ingestion liability, CEDR mediation / LCIA arbitration; added cross-references to Privacy Policy, DPA, Cookie Policy and acceptance-record notice |
These Terms of Service are provided in English. If there is any conflict between a translated version and the English version, the English version shall prevail.