Terms of Service

1. Agreement and Definitions

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you") and PremonIQ Ltd, a company registered in England and Wales ("PremonIQ", "we", "us"). By accessing or using the PremonIQ platform ("Platform"), you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.

In these Terms:

• "Client Data" means all data, documents, files, assessment responses, KPI data, and other content uploaded to or created within the Platform by you or your authorized users.
• "Tenant" means the isolated environment provisioned for your organization within the Platform.
• "Authorized Users" means individuals you invite to access your Tenant.
• "AI Features" means any functionality that uses artificial intelligence or machine learning to analyze, score, or generate insights from Client Data.
• "Subscription Period" means the agreed term of your access to the Platform, as set out in an Order Form or written agreement.

2. Service Description

PremonIQ is a multi-tenant SaaS platform for operational maturity assessment and portfolio management. The Platform provides tools for maturity scoring, AI-powered document analysis, KPI tracking, survey management, and portfolio-level analytics for growth investors and their portfolio companies.

We may update, improve, or modify features of the Platform from time to time. We will not materially reduce core functionality during your Subscription Period without 60 days' prior notice.

3. Accounts and Access

Access to PremonIQ is by invitation only. Each Client organization is provisioned as a separate Tenant by PremonIQ. Authorized Users within a Tenant are managed by the Client's designated administrator(s).

You are responsible for:

• Maintaining the confidentiality of all account credentials within your Tenant
• Ensuring Authorized Users comply with these Terms
• Promptly notifying us of any unauthorized access or security breach
• Deactivating accounts of users who should no longer have access

You are liable for all activity that occurs under your Tenant, whether or not authorized by you.

4. Acceptable Use

You agree not to:

• Share account credentials or access tokens with unauthorized parties
• Attempt to access data belonging to other Tenants
• Use the Platform for any purpose other than its intended business use
• Upload malicious files, malware, or attempt to compromise Platform security
• Reverse engineer, decompile, or attempt to extract the Platform's source code
• Use the Platform in violation of applicable laws or regulations
• Conduct automated scraping, crawling, or data extraction beyond the provided API
• Resell, sublicense, or make the Platform available to third parties without our written consent
• Use the Platform to store or process data subject to heightened regulatory requirements (e.g., health data, payment card data) unless specifically agreed in writing

Violation of these terms may result in immediate suspension or termination of access without prior notice.

5. Fees and Payment

Fees for the Platform are set out in your Order Form or written agreement with PremonIQ. Unless otherwise agreed:

• Fees are invoiced annually in advance
• Payment is due within 30 days of invoice date
• Fees are exclusive of VAT and applicable taxes
• We may adjust fees upon renewal with at least 60 days' prior written notice
• Late payments accrue interest at 2% per month or the maximum rate permitted by law, whichever is lower

If fees remain unpaid for more than 30 days past due, we reserve the right to suspend access to the Platform until payment is received. Your data will be preserved during suspension.

6. Data Ownership and License

Your data is yours. You retain full ownership of all Client Data. PremonIQ does not claim any ownership rights over your content.

You grant PremonIQ a limited, non-exclusive, non-transferable license to process Client Data solely for the purposes of:

• Providing and operating the Platform
• Performing AI-powered analysis when you initiate such features
• Generating aggregate, anonymized statistics to improve the Platform (no individually identifiable data is used)

This license terminates automatically when your Subscription Period ends and your data is deleted.

7. Data Isolation and Security

PremonIQ employs strict multi-tenant data isolation. Each Tenant's data is segregated at the database level using PostgreSQL Row-Level Security (RLS) policies. Cross-tenant data access is technically prevented at the infrastructure level.

We implement the following security measures:

• TLS 1.3 encryption for all data in transit
• Encrypted storage at rest
• Bcrypt password hashing with unique salts
• Authentication tokens in httpOnly, Secure, SameSite cookies
• Network isolation via containerized infrastructure
• SSH key-only server access with intrusion prevention
• Automated security patching of server infrastructure
• Audit logging of all significant user actions

We will promptly notify you if we become aware of a security breach that affects your Client Data, and no later than 72 hours after becoming aware of such breach, in accordance with GDPR requirements.

8. Data Hosting and Sovereignty

All Client Data is hosted exclusively within the European Union, in data centers operated by Hetzner Online GmbH (Germany). Hetzner maintains ISO/IEC 27001:2022 and BSI C5 Type 2 certifications.

Your data does not leave EU jurisdiction. We do not transfer Client Data to countries outside the EU/EEA without your explicit written consent, except as described in Section 9 (AI Features).

9. AI Features and Third-Party Processing

The Platform includes AI-powered features for document analysis, maturity scoring suggestions, and insight generation. When you use AI Features:

• Document content is transmitted to our AI provider (currently Anthropic, PBC) for processing
• Anthropic operates under a Data Processing Agreement that prohibits use of your data for model training
• AI processing may involve servers located in the United States; by using AI Features, you consent to this limited data transfer for the sole purpose of analysis
• You may opt out of AI Features at any time by not initiating document analysis

AI outputs are advisory only. AI-generated insights, scores, and recommendations are provided as decision-support tools and do not constitute professional advice. You are solely responsible for validating and acting upon AI-generated content. PremonIQ does not guarantee the accuracy, completeness, or suitability of AI-generated outputs.

10. Confidentiality

Each party agrees to treat as confidential all non-public information received from the other party ("Confidential Information"), including but not limited to: Client Data, business plans, financial information, technical architecture, pricing, and security measures.

Confidential Information may only be disclosed:

• To employees or contractors who need access to perform their duties, and who are bound by equivalent confidentiality obligations
• As required by law, regulation, or court order (with reasonable advance notice to the other party where permitted)
• To professional advisors under duty of confidentiality

Confidentiality obligations survive termination of these Terms for a period of 3 years, except for trade secrets which remain protected indefinitely.

11. Intellectual Property

PremonIQ retains all rights, title, and interest in the Platform, including its software, algorithms, assessment frameworks, scoring methodologies, user interface, documentation, and any improvements or derivatives thereof.

Nothing in these Terms grants you any right to PremonIQ's intellectual property beyond the limited right to use the Platform during the Subscription Period.

Any feedback, suggestions, or enhancement requests you provide regarding the Platform may be freely used by PremonIQ without obligation to you.

12. Service Availability

We target 99.5% uptime for the Platform, measured monthly, excluding scheduled maintenance windows. Scheduled maintenance will be communicated at least 48 hours in advance where possible and will be scheduled outside normal business hours (CET/CEST) when feasible.

We are not liable for service interruptions caused by:

• Scheduled maintenance communicated in advance
• Force majeure events (see Section 17)
• Your internet connectivity or local infrastructure
• Actions by you or your Authorized Users
• Third-party service outages beyond our control

13. Data Export and Portability

You may request a full export of your Client Data at any time during the Subscription Period. Exports are provided in standard formats (CSV, JSON, or PDF as applicable) within 10 business days of request.

Upon termination or expiry of the Subscription Period, you will have a 30-day grace period to request a data export. After this period, your data will be permanently deleted in accordance with our data retention policy.

14. Warranties and Disclaimers

PremonIQ warrants that:

• The Platform will perform materially in accordance with its documentation
• We will provide the Platform with reasonable skill and care
• We have the right to provide the Platform to you
• We will comply with applicable data protection laws

Except as expressly stated above, the Platform is provided "as is". To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Platform will be error-free, uninterrupted, or that it will meet your specific requirements beyond its documented functionality.

15. Limitation of Liability

To the maximum extent permitted by applicable law:

• PremonIQ's total aggregate liability under these Terms shall not exceed the total fees paid by you in the 12 months immediately preceding the event giving rise to the claim
• PremonIQ shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data (beyond our obligation to maintain backups), business opportunities, or goodwill
• PremonIQ shall not be liable for any decisions made or actions taken by you based on AI-generated content or insights provided by the Platform

Nothing in these Terms excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability that cannot be excluded by law.

16. Indemnification

You agree to indemnify, defend, and hold harmless PremonIQ and its officers, directors, and employees from and against any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your use of the Platform in violation of applicable law
• Client Data that infringes third-party intellectual property rights
• Unauthorized access resulting from your failure to maintain account security

PremonIQ will indemnify you against any third-party claim that the Platform infringes that party's intellectual property rights, provided you notify us promptly, give us sole control of the defense, and cooperate as reasonably required.

17. Force Majeure

Neither party shall be liable for delays or failure to perform obligations (other than payment obligations) due to causes beyond its reasonable control, including but not limited to: natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, or cyberattacks against infrastructure providers.

The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate these Terms with immediate effect.

18. Sub-Processors

We use the following categories of sub-processors to deliver the Platform:

• Infrastructure: Hetzner Online GmbH (Germany) — hosting and compute
• AI Processing: Anthropic, PBC (USA) — document analysis and scoring
• Email: Transactional email provider for invitations and notifications

We will notify you at least 30 days before engaging a new sub-processor that handles Client Data. You may object to a new sub-processor on reasonable grounds; if we cannot address your objection, you may terminate the affected service without penalty.

19. Termination

By either party: Either party may terminate these Terms at the end of the current Subscription Period by providing at least 30 days' written notice before the renewal date.

For cause: Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 30 days of written notice
• Becomes insolvent, enters administration, or ceases to operate

By PremonIQ: We may suspend or terminate access immediately if you violate Section 4 (Acceptable Use) or if continued use poses a security risk to the Platform or other clients.

Effect of termination: Upon termination, (a) your right to access the Platform ceases, (b) you have 30 days to request a data export per Section 13, (c) after the export period, all Client Data is permanently deleted, (d) any outstanding fees become immediately due.

20. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of England and Wales.

Before initiating formal proceedings, both parties agree to attempt to resolve disputes through good-faith negotiation for a period of at least 30 days. If unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

21. Changes to Terms

We may update these Terms from time to time. For material changes:

• We will provide at least 30 days' notice via email and/or notice on the Platform
• Continued use after the notice period constitutes acceptance of the updated Terms
• If you do not agree with the changes, you may terminate before the changes take effect

Non-material changes (e.g., clarifications, formatting) may be made without advance notice.

22. General Provisions

• Entire agreement: These Terms, together with any Order Form and the Privacy Policy, constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign to a successor in connection with a merger, acquisition, or sale of all or substantially all assets.
• Notices: All notices must be in writing and sent to the email address associated with your account (for you) or to legal@premoniq.com (for us).

23. Contact

For questions about these Terms, contact us at legal@premoniq.com.

PremonIQ Ltd
Registered in England and Wales