Terms of Service

These Terms of Service (the "Terms") form a binding agreement between Progressio.AI ("Progressio", "we", "us") and the organisation that subscribes to or otherwise uses the Progressio.AI platform (the "Customer", "you"). By creating an account, signing an order form, or accessing the platform, you confirm that you have read these Terms and that you have authority to accept them on behalf of your organisation.

Progressio.AI is built for enterprise use. If you are accessing the platform on behalf of your employer or another entity, references to "you" mean that entity, and any individual using the platform must do so within the scope authorised by it.

1. The Service

Progressio.AI provides a software-as-a-service platform that helps organisations catalogue AI systems, collect supporting evidence, and run automated audits against regulatory frameworks, contracts, policies, and standards (the "Service"). Specific features, usage limits, and any professional services are described in the applicable order form, plan documentation, or written quote.

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

2. Accounts and access

To use the Service you must create one or more accounts. You are responsible for the accuracy of registration information, for keeping credentials confidential, and for all activity that occurs under your accounts. You must promptly notify us at security@progressio.ai if you suspect unauthorised access.

Users must be at least 18 years old. You are responsible for ensuring that your authorised users comply with these Terms.

3. Customer Data

"Customer Data" means the information, documents, system metadata, and other content that you or your users submit to the Service, together with the audit findings derived from it. As between the parties, you retain all rights, title, and interest in Customer Data.

You grant Progressio a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, and otherwise use Customer Data solely as needed to provide and support the Service, prevent or address technical or security issues, and comply with law. We do not use Customer Data to train foundation models or to develop generally available features that are not specific to your tenancy.

You are responsible for the lawfulness of Customer Data and for ensuring that you have the rights and consents required to upload it to the Service. Where Customer Data includes personal data, the parties' respective roles and obligations are set out in our Data Processing Addendum, which is available on request and which forms part of these Terms.

4. Acceptable use

You agree not to, and not to permit any user or third party to:

• use the Service in violation of applicable law or third-party rights;
• upload content that is unlawful, infringing, defamatory, or that contains malicious code;
• attempt to access the Service by means other than the interfaces and credentials we provide, or to interfere with the integrity, performance, or security of the 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 build or benchmark a competing product, or to copy its features for that purpose; or
• resell, sublicense, or otherwise make the Service available to anyone outside your organisation without our prior written consent.

We may suspend access for any user or workspace that we reasonably believe is in breach of this section, or whose activity poses a risk to the Service or to other customers. Where practical we will notify you before doing so.

5. Audit results and AI-generated output

The Service uses automated analysis, including machine learning and large language models, to identify, classify, and assess evidence. Audit findings, recommendations, risk scores, and similar output are provided as decision-support tools to assist your own review. They do not constitute legal, regulatory, medical, or professional advice, and they are not a substitute for the judgement of qualified personnel.

You are responsible for validating audit results before relying on them, for example before submitting them to a regulator, an external auditor, or a customer. We make no representation that the Service will identify every relevant issue or that its output will be free of errors.

6. Intellectual property

The Service, including all software, models, prompts, documentation, templates, and brand elements, is owned by Progressio or its licensors and is protected by intellectual property laws. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term for your internal business purposes.

If you provide feedback or suggestions about the Service, you grant us a perpetual, worldwide, royalty-free licence to use that feedback to improve our products, without any obligation to you.

7. Third-party services and sub-processors

The Service relies on a small set of vetted infrastructure and software providers, including cloud hosting and model providers. A current list of sub-processors is available on request. Where you connect the Service to systems you control (for example, document repositories or identity providers), your use of those systems is governed by your own agreements with the relevant vendors.

8. Fees and billing

Fees, billing frequency, and the subscription term are set out in the order form or online plan you select. 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 once paid. We may suspend the Service if undisputed amounts remain unpaid after reasonable notice.

9. Confidentiality

Each party may receive information from the other that is confidential or proprietary ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least the same care it uses for its own information of a similar nature, and will not disclose it except to personnel and advisers with a need to know who are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, that was rightfully known before disclosure, that is independently developed without reference to Confidential Information, or that must be disclosed by law.

10. Term, suspension, and termination

These Terms apply for as long as you use the Service. Subscription terms renew as set out in the applicable order form unless either party provides notice of non-renewal in line with that order form. Either party may terminate for the other's material breach that is not cured within thirty (30) days of written notice.

On termination, your right to access the Service ends. We will make Customer Data available for export for at least thirty (30) days after the effective date of termination, after which we will delete it from active systems in line with our retention practices, subject to backups and any legal hold.

11. Warranties and disclaimer

We warrant that we will provide the Service with reasonable care and skill, in line with generally accepted industry standards. Except as expressly stated in these Terms, the Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that it will detect or remediate every compliance issue.

12. Indemnification

We will defend you against third-party claims alleging that the Service, when used as permitted under these Terms, infringes that third party's intellectual property rights, and we will pay damages and reasonable costs finally awarded against you or agreed in settlement, provided you promptly notify us, give us sole control of the defence, and reasonably cooperate.

You will defend and indemnify us against third-party claims arising from Customer Data, your use of the Service in breach of these Terms, or your violation of applicable law.

13. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, or anticipated savings, arising out of or in connection with these Terms or the Service. Each party's aggregate liability arising out of or in connection with these Terms will not exceed the fees paid or payable by you to Progressio for the Service in the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or, where applicable, death or personal injury caused by negligence.

14. Changes to these Terms

We may update these Terms from time to time, for example to reflect new features, legal requirements, or operational practices. If a change is material, we will give you reasonable advance notice by email to your account contact or through the Service. Changes take effect on the date stated in the notice. Continued use of the Service after that date constitutes acceptance.

15. Governing law and disputes

These Terms are governed by the laws of Ireland, without regard to its conflict of laws rules. The courts of Ireland have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, except that we may seek injunctive or equitable relief in any court of competent jurisdiction to protect our intellectual property or Confidential Information.

16. General

These Terms, together with any order form, the Data Processing Addendum, and our Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on that subject. If any provision is held unenforceable, the remaining provisions will remain in full effect. Neither party's failure to enforce a right is a waiver of that right. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of your assets. We may assign these Terms to an affiliate or in connection with a corporate transaction. Notices must be in writing and will be deemed given when sent to the email address on the account or order form.

17. Contact

Questions about these Terms can be sent to legal@progressio.ai. For general support, contact support@progressio.ai.