These Terms of Service (the “Terms”) set out the terms on which the Progressio.ai website at www.progressio.ai and related webpages operated by Progressio AI Limited (the “Website”) may be accessed and used. They also govern access to and use of the Progressio.ai software-as-a-service platform made available through the Website (the “Service”).

Progressio AI Limited ("Progressio.ai", "we", "us") owns and operates the Website and provides the Service. References to “you” mean a person accessing or using the Website and, where the Service is accessed or used on behalf of an organisation, that organisation. An organisation that subscribes to or otherwise uses the Service is referred to as the “Customer”.

By accessing or using the Website, you agree to comply with these Terms.

By creating an account, signing an Order Form, or accessing or using the Service on behalf of a Customer, you confirm that you have authority to accept these Terms on its behalf.

The Service is built for enterprise use. Individual users of the Service must use it only within the scope authorised by the Customer.

“Order Form” means an order form, online plan selection, accepted written quote or other ordering document agreed between Progressio.ai and the Customer that identifies the Service purchased and incorporates these Terms.

1. The Service

Progressio.ai operates the Website and provides the Service through it. The Service is a software-as-a-service platform that helps organisations to catalogue AI systems, and identify and assess evidence within existing documentation and records against defined requirements, including, without limitation, requirements applicable to High-Risk AI systems under the EU AI Act.

Specific features and usage limits are described in the applicable Order Form and any plan documentation expressly incorporated into it.

We continuously improve the Service. From time to time we may add, modify or retire features. We will not materially reduce the core functionality the Customer has paid for during a subscription term without giving the Customer reasonable notice.

2. Accounts and access

Access to the Service requires one or more user accounts. The Customer is responsible for the accuracy of registration information, for keeping account credentials confidential, and for activity carried out through its accounts by authorised users. The Customer must promptly notify us at security@progressio.ai if it suspects unauthorised access.

Users must be at least 18 years old. The Customer is responsible for ensuring that its authorised users comply with these Terms.

3. Customer Data and Audit Results

This section applies to information and content submitted to, or otherwise made available to, the Service. Information collected through the Website outside the Service is handled in accordance with our Privacy Notice.

“Customer Data” means the information, documents, system metadata and other content that the Customer or its authorised users submit to, or make available to, the Service. As between the parties, the Customer retains all rights, title and interest in Customer Data.

“Audit Results” means the findings, assessments and other outputs generated by the Service from Customer Data. As between the parties, the Customer retains all rights, title and interest in Audit Results, subject to Progressio.ai’s ownership of the Service and its underlying software, models, methodologies and intellectual property.

The Customer grants Progressio.ai a non-exclusive, royalty-free licence to access, reproduce, process, transmit and display Customer Data solely as necessary to provide and support the Service, prevent or address technical or security issues, and comply with applicable law. Progressio.ai does not retain Customer Data after the relevant processing is complete, except where required by law or expressly agreed with the Customer in writing.

Progressio.ai may retain Audit Results for the duration of the Customer’s subscription and as otherwise agreed with the Customer, including to enable review, comparison and ongoing assessment through the Service. Progressio.ai does not retain the underlying Customer Data from which Audit Results are generated as part of those Audit Results, unless the Customer expressly requests through the Service or otherwise in writing that specified excerpts or other source material be retained. Any such retained excerpts or source material remain Customer Data for the purposes of these Terms. Where Audit Results or retained Customer Data contain personal data, that personal data remains subject to the Data Processing Addendum and applicable data protection law.

Progressio.ai does not use Customer Data to train its own models. Where third-party model providers are used, Progressio.ai selects and configures those services so that Customer Data is not used for model training, unless different arrangements are expressly agreed with the Customer in the applicable Order Form or Data Processing Addendum.

The Customer is responsible for the lawfulness of Customer Data and for ensuring that it has the rights and consents required to submit or otherwise make it available to the Service. Where Customer Data includes personal data, the parties’ respective roles and obligations are set out in the Data Processing Addendum, which forms part of these Terms.

4. Acceptable use

You must not, and a Customer must ensure that its authorised users do not:

use the Website or Service in violation of applicable law or third-party rights;
submit or make available through the Website or Service content that is unlawful, infringing, defamatory, or contains malicious code;
attempt to gain unauthorised access to the Website, Service, any user account, or any systems or networks connected to them;
interfere with the integrity, performance or security of the Website or Service;
circumvent or attempt to circumvent any technical, security or usage restrictions applying to the Website or Service;
reverse engineer, decompile, or otherwise attempt to derive the source code or underlying models of the Service, except to the extent expressly permitted by law;
use the Service to develop, train, improve or commercially benchmark a competing product, or to copy its features for that purpose;
submit or make available to the Service content containing prompts, instructions, hidden text or other material intended to manipulate, override, bypass or interfere with the Service's assessment process, safeguards or system instructions; or
resell, sublicense or otherwise make the Service available to anyone outside the Customer's organisation without our prior written consent.

Progressio.ai may detect, disregard, quarantine or refuse to process content submitted to the Service that it reasonably believes contains prompt injection, adversarial instructions or other material intended to interfere with the integrity or operation of the Service.

We may restrict or block access to the Website, or suspend access to the Service for any user or workspace, where we reasonably believe that these Terms have been breached or that the relevant activity poses a risk to the Website, Service or other users or customers. Where practical, we will notify the relevant Customer before suspending access to the Service.

5. Audit results and reliance

The Service uses automated analysis, including specialised machine-learning models, to identify and assess evidence against defined requirements. General-purpose language models are not used to determine whether available evidence supports a requirement. They may be used after assessment to present remediation guidance and other explanatory content in clear language.

Audit Results, including findings, evidence states, identified gaps and remediation guidance, are provided to support the Customer’s review and decision-making. They do not constitute legal or regulatory advice, a formal conformity assessment, or a determination or guarantee that an AI system complies with any applicable requirement, and they are not a substitute for the judgement of appropriately qualified personnel.

The Customer remains responsible for deciding how to use and rely on Audit Results, taking account of its own knowledge, circumstances and applicable legal and regulatory obligations.

Progressio.ai does not represent that the Service will identify every relevant issue or that Audit Results will be free from errors.

6. Intellectual property

Progressio.ai and its licensors retain all rights, title and interest in and to the Website and the Service, including the software, models, prompts, text, graphics, Progressio-provided documentation, templates, methodologies, brand elements and other content made available through them, together with all associated intellectual property rights.

For clarity, Progressio.ai’s ownership of the Website and Service does not affect the Customer’s ownership of Customer Data or Audit Results as set out in Section 3.

You may access and use the Website for lawful business and informational purposes. Unless expressly stated otherwise, you may not reproduce, modify, distribute, republish or commercially exploit content from the Website without our prior written consent, except to the extent permitted by law.

Subject to the Customer’s compliance with these Terms and payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to permit its authorised users to access and use the Service during the subscription term for the Customer’s internal business purposes. This restriction does not limit the Customer’s use or disclosure of Audit Results.

If you or a Customer provide feedback or suggestions about the Website or Service, you grant Progressio.ai a perpetual, worldwide, non-exclusive, royalty-free licence to use that feedback to improve our products and services, without any obligation to you.

7. Third-party services, sub-processors and links

The Service relies on third-party infrastructure and software providers, including cloud hosting and model providers. A current list of sub-processors is available on request. Our appointment and use of sub-processors in connection with Customer Data is governed by the Data Processing Addendum.

Where the Customer connects the Service to systems it controls, for example document repositories or identity providers, its use of those systems is governed by its own agreements with the relevant providers.

The Website may contain links to third-party websites, services or resources. Those links are provided for convenience and information only. Progressio.ai does not control those third-party websites, services or resources and is not responsible for their content, availability or practices.

8. Fees and billing

Fees, billing frequency and the subscription term for the Service are set out in the applicable Order Form. Unless stated otherwise, fees are quoted exclusive of VAT and other applicable taxes, are payable within thirty (30) days of invoice, and are non-refundable except as expressly provided in these Terms or the applicable Order Form.

We may suspend the Customer’s access to the Service if undisputed amounts remain unpaid after reasonable notice.

9. Confidentiality

This section applies to Progressio.ai and the Customer in connection with the Service.

Each party may receive information from the other that is confidential or proprietary (“Confidential Information”). Confidential Information includes information identified as confidential or which, given its nature or the circumstances of disclosure, should reasonably be understood to be confidential. Customer Data and Audit Results are Confidential Information of the Customer.

The receiving party will use Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms, will protect it with at least the same care it uses for its own confidential information of a similar nature, and in any event with no less than reasonable care, and will not disclose it except to personnel, contractors, sub-processors and advisers who have a need to know and are bound by confidentiality obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, is received lawfully from a third party without restriction, or is independently developed without reference to the Confidential Information.

Where disclosure is required by law, the receiving party may disclose the minimum Confidential Information required and, where legally permitted, will give the other party reasonable notice before doing so.

The obligations in this section continue after expiry or termination of the Customer’s subscription for so long as the relevant information remains confidential.

10. Term and termination

The Customer’s subscription term and any renewal are as set out in the applicable Order Form. Unless otherwise stated in the applicable Order Form, either party may give notice of non-renewal in accordance with that Order Form. Either party may terminate the Customer’s subscription for the other party’s material breach that is not cured within thirty (30) days of written notice.

On expiry or termination of the Customer’s subscription, the Customer’s and its authorised users’ right to access the Service ends. Any Customer Data being processed or retained at that time will be handled in accordance with Section 3 and, where applicable, the Data Processing Addendum.

We will make retained Audit Results and any Customer Data retained at the Customer’s request available for export for at least thirty (30) days after the effective date of expiry or termination. After that period, we may delete Audit Results and any retained Customer Data in accordance with our retention practices, unless otherwise agreed with the Customer or required by law. Where Audit Results or retained Customer Data contain personal data, their return, deletion or continued retention will be governed by the Data Processing Addendum and applicable data protection law.

Expiry or termination does not affect any rights or liabilities accrued before it takes effect, or any provision of these Terms which is intended to continue after expiry or termination.

11. Warranties and disclaimer

Progressio.ai warrants that it will provide the Service with reasonable care and skill.

Except as expressly set out in these Terms or an applicable Order Form, the Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Progressio.ai disclaims all other warranties, conditions and other terms, whether express, implied or statutory, including any implied warranty or condition of fitness for a particular purpose.

Progressio.ai does not warrant that the Service will be uninterrupted or error-free.

Content made available through the Website outside the Service is provided for general information only. It does not constitute legal, regulatory or other professional advice and should not be treated as a substitute for advice appropriate to your circumstances. While we take reasonable care in preparing Website content, we do not warrant that it is complete, accurate or current.

Nothing in this section affects the provisions relating to Audit Results in Section 5.

12. Third-party claims

If a third party makes a claim that the Customer’s permitted use of the Service infringes its intellectual property rights, and Progressio.ai reasonably determines that the claim may prevent or materially restrict the Customer’s continued use of the affected part of the Service, Progressio.ai will, at its option:

obtain the right for the Customer to continue using the affected part of the Service;
modify or replace the affected part of the Service so that it is no longer infringing, without materially reducing its functionality; or
if neither of those options is reasonably practicable, terminate the affected part of the Service and refund any prepaid fees relating to the unused portion of the terminated subscription.

Progressio.ai's obligations in the preceding paragraph do not apply to claims arising from Customer Data, modifications to the Service not made by Progressio.ai, use of the Service in breach of these Terms or contrary to Progressio.ai's reasonable instructions, or combination of the Service with products, services or materials not supplied or approved by Progressio.ai, where the claim would not otherwise have arisen.

The Customer will indemnify Progressio.ai against losses, damages, liabilities, costs and reasonable legal expenses incurred as a result of a third-party claim, to the extent that the claim arises from:

(a) Customer Data that infringes a third party’s rights or that the Customer was not entitled to submit or make available to the Service; or

(b) the Customer’s use of the Service in material breach of these Terms or applicable law.

All liability arising under or in connection with this section is subject to Section 13.

13. Limitation of liability

Nothing in these Terms excludes or limits Progressio.ai's liability, or, where applicable, the Customer's liability, for:

death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot lawfully be excluded or limited.

Where liability arises out of or in connection with the Service or a Customer's subscription, subject to the above, neither Progressio.ai nor the Customer will be liable to the other for any indirect or consequential loss, or for any loss of profits, revenue, business, goodwill or anticipated savings.

Subject to the above, Progressio.ai’s and the Customer’s total aggregate liability arising out of or in connection with the Service or the Customer’s subscription in any twelve (12) month period will not exceed the fees paid or payable by the Customer to Progressio.ai for the Service during that twelve (12) month period.

Nothing in this section limits the Customer's obligation to pay fees properly due under these Terms or an applicable Order Form.

Where you access or use the Website for business purposes otherwise than as a Customer, subject to the first paragraph of this section, Progressio.ai will not be liable for any indirect or consequential loss, or for any loss of profits, revenue, business, goodwill or anticipated savings, arising from your use of the Website or reliance on its content.

If you access or use the Website as a consumer, nothing in these Terms excludes or limits any rights or remedies available to you under applicable consumer law that cannot lawfully be excluded or limited.

14. Changes to these Terms

We may update these Terms from time to time, for example to reflect changes to the Website or Service, legal or regulatory requirements, security requirements, or operational practices.

If a change is material and affects a Customer, we will give the Customer reasonable advance notice by email to its designated account contact or through the Service.

Unless a material change is required by law, regulation or for security reasons, a material change that adversely affects a Customer’s rights or obligations under an existing paid subscription will take effect from the start of its next subscription term.

For users of the Website who are not Customers, and for other changes that do not adversely affect an existing paid subscription, changes will take effect on the date stated in the updated Terms. We will indicate at the top of these Terms when they were last updated.

Continued use of the Website or Service after a change takes effect constitutes acceptance of the updated Terms.

15. Governing law and disputes

These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation, whether contractual or non-contractual, are governed by the laws of England and Wales.

Where the Customer uses the Service, or you access or use the Website for purposes relating to your trade, business, craft or profession, the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

If you access or use the Website as a consumer, this section does not affect any mandatory rights you have under applicable consumer law, including any rights relating to governing law or the courts in which proceedings may be brought.

16. General

Where the Customer uses the Service, these Terms, the applicable Order Form, the Data Processing Addendum and any plan documentation expressly incorporated into the Order Form constitute the entire agreement between Progressio.ai and the Customer regarding the Service and supersede all prior agreements and understandings relating to that subject matter.

If there is a conflict between those documents, the Data Processing Addendum will prevail in relation to the processing of personal data, the applicable Order Form will prevail in relation to all other matters, and these Terms will prevail over any incorporated plan documentation, unless the Order Form expressly provides otherwise.

If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect.

Neither party’s failure or delay in exercising any right or remedy under these Terms will operate as a waiver of that right or remedy.

The Customer may not assign or transfer its rights or obligations under these Terms without our prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all of its assets. We may assign or transfer these Terms to an affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of our business or assets.

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

Neither party will be liable for any delay or failure to perform its obligations under these Terms, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, provided that it takes reasonable steps to mitigate the effect of those circumstances and resumes performance as soon as reasonably practicable.

Notices relating to the Service or a Customer’s subscription must be in writing and sent to the email address specified in the applicable Order Form or otherwise designated by the relevant party for contractual notices.

17. Contact

Questions about these Terms can be sent to legal@progressio.ai. For general enquiries or support relating to the Website or Service, contact support@progressio.ai.

Progressio AI Limited is a company registered in England and Wales under company number 14504332, with its registered office at 9 Hare & Billet Road, London, England, SE3 0RB.