Terms and Conditions

PatentVerse.AI

Platform Terms and Conditions of Use

Provider: Secure Brain AI Solutions Ltd, trading as “PatentVerse.AI”

1. These Terms and the Agreement

1.1 These Terms and Conditions of Use (“Terms”) govern access to and use of the PatentVerse.AI platform, including its web interface, search and analysis functionality, reports, exports and any associated application programming interfaces (together, the “Platform”), and the website at https://www.patentverse.ai/ (the “Site”). The Platform is provided by Secure Brain AI Solutions Ltd, a company incorporated in England and Wales with company number 17399121 and registered office at The Gatehouse, 453 Cranbrook Road, Ilford, Essex, IG2 6EW, trading as “PatentVerse.AI” (“PatentVerse.AI”, “we”, “us”, “our”).

1.2 These Terms apply to the organisation that subscribes to or is granted access to the Platform (the “Customer”) and to every individual who accesses the Platform under the Customer’s account (each an “Authorised User”).

1.3 The complete agreement between the parties (the “Agreement”) consists of: (a) the Order Form or subscription confirmation; (b) these Terms; (c) the Data Processing Agreement; (d) the Acceptable Use Policy at Schedule 1; and (e) the Support and Availability Terms at Schedule 2.

1.4 Order of precedence. If there is a conflict between those documents, they take precedence in the order listed in clause 1.3, except that the Data Processing Agreement prevails on any question of the processing of personal data.

1.5 Pilot and evaluation access is governed by the separate Pilot Participation Agreement and not by these Terms, save that clauses 6 (Restrictions), 7 (Nature of the Service), 12 (Intellectual property), 13 (Confidentiality) and 22 (Limitation of liability) apply to pilot access as if set out in that agreement.

2. Definitions

“Authorised User” means an individual authorised by the Customer to use the Platform under the Customer’s subscription, being an employee, student, contractor or agent of the Customer.

“Customer Data” means data, text, queries, documents and other material submitted to the Platform by or on behalf of the Customer or an Authorised User.

“Output” means any search result, ranking, shortlist, summary, analysis, visualisation, report or other material generated by the Platform in response to Customer Data.

“Patent Data” means patent, patent application, bibliographic, legal-status and related information obtained from national and regional patent offices, official registers and other third-party data sources.

“Subscription Term” means the initial term stated in the Order Form and each renewal term.

“Usage Allowance” means the number of Authorised Users, searches, analyses or other usage units included in the Customer’s subscription tier as stated in the Order Form.

3. Acceptance, authority and who may contract

3.1 By signing an Order Form, by clicking to accept these Terms, or by accessing or using the Platform, the Customer agrees to be bound by the Agreement.

3.2 The individual accepting these Terms on behalf of the Customer warrants that they have authority to bind the Customer.

3.3 The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own, and must ensure that each Authorised User is made aware of and complies with the Agreement.

3.4 The Platform is made available only to organisations acting in the course of a business, profession, or institutional research, education or commercialisation activity. The Platform is not offered for sale to consumers on Tier Zero. Individual subscriptions are permitted for Tier 1 and above, provided they act in the course of a business, profession, or institutional research.

3.5 All licences are purchased by and contracted with the institution or organisation, which is the Customer for all purposes under the Agreement. Where a subscription covers individual researchers, a faculty, a department, a student cohort or a course, the individuals concerned are Authorised Users under the Customer’s subscription and have no separate contractual relationship with us. Where applicable for Tier 1 and above, we may sell subscriptions directly to individuals for their professional use.

3.6 The Platform is not made available to any individual under the age of 18.

4. Accounts, users and credentials

4.1 We will provide the Customer with access credentials for the number of Authorised Users stated in the Order Form.

4.2 Credentials are personal to each Authorised User and must not be shared, sold, transferred or used by more than one individual. Named-user licences may be reassigned where an individual permanently ceases to require access.

4.3 The Customer must keep credentials secure and notify us without undue delay, and in any event within 24 hours, on becoming aware of any unauthorised access, credential compromise or other security incident affecting the Platform. Notification should be sent to security@patentverse.ai.

4.4 We may verify usage against the Usage Allowance. Where usage materially exceeds the Usage Allowance we will notify the Customer and the parties will discuss in good faith an upgrade to an appropriate tier. We will not apply unnotified overage charges.

5. Right to use the Platform

5.1 Subject to the Agreement and to payment of the Fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Platform during the Subscription Term for the Customer’s internal research, innovation, technology transfer, intellectual property management and commercialisation activities. Permitted uses include:

• Patent and prior art searching, novelty and landscape review, and technology scouting for the Customer’s own research, teaching, innovation and commercialisation activities.
• Preparation of internal analyses, invention disclosure assessments and committee papers.
• Supporting the Customer’s own spin-out and licensing assessments.

5.2 All rights not expressly granted are reserved. No licence is granted to any source code, model weights, training data, database structure or underlying technology.

5.3 The Customer may use Outputs internally, and may include Outputs in internal reports, invention disclosure records, committee papers and funding or commercialisation submissions, provided that clause 7 is complied with and any onward recipient is made aware of the limitations described in that clause.

5.4 The Customer may not make the Platform available to any third party, including any other institution, spin-out company or commercial partner, without our prior written consent, such consent not to be unreasonably withheld or delayed.

6. Restrictions

6.1 The Customer must not, and must ensure that its Authorised Users do not:

• Copy, modify, adapt, translate or create derivative works of the Platform or its software.
• Decompile, disassemble or reverse engineer the Platform, or attempt to derive its source code, model architecture, weights or training data, except to the extent that such activity cannot lawfully be prohibited.
• Circumvent, disable or interfere with any security, authentication, rate-limiting or usage-monitoring feature of the Platform.
• Access the Platform by automated means, including any scraper, robot, spider or script, other than through an application programming interface that we have expressly authorised in writing and in accordance with its documentation and rate limits.
• Systematically extract, download or re-utilise substantial parts of the Patent Data or the Platform’s databases in order to create or compile a separate collection, compilation, database or directory.
• Use the Platform, or any Output, to develop, train, fine-tune, evaluate or improve any artificial intelligence model, machine learning system, dataset or product that competes with the Platform.
• Resell, sublicense, rent, lease, or provide the Platform as a service bureau to any third party.
• Publish any benchmark, competitive comparison or performance test of the Platform without our prior written consent, such consent not to be unreasonably withheld or delayed. Nothing in this restriction prevents the Customer from conducting internal evaluation, from reporting its findings to us, from complying with clause 13.4, or from meeting any obligation of academic or research integrity.
• Remove, obscure or alter any proprietary notice, watermark, attribution or AI-generation marking appearing on the Platform or in any Output.
• Submit personal data that is not necessary for the query, or any special category personal data within the meaning of Article 9 of the UK GDPR.
• Submit material the Customer is not entitled to disclose, including third-party confidential information held under an obligation of confidence that does not permit such disclosure.
• Probe, scan or penetration-test the Platform without our prior written consent, except in accordance with the responsible disclosure process referred to at clause 15.6.
• Use the Platform in a manner that is unlawful, or that infringes the rights of any third party.

6.2 We may suspend access in accordance with clause 19 where we reasonably suspect a breach of this clause 6.

7. Nature of the Service — Outputs, AI and no professional advice

This clause is central to the allocation of risk under the Agreement. The Customer acknowledges and agrees to each of the following.

7.1 Informational purposes only. The Platform is a research and triage tool. Outputs are provided for information and to assist the Customer’s own assessment. They are not a substitute for professional judgement.

7.2 Not legal or professional advice. Nothing produced by or obtained through the Platform constitutes legal advice, patent attorney advice, or a professional opinion on patentability, novelty, inventive step, validity, infringement, freedom to operate, or the scope of any patent claim. We are not a firm of patent attorneys or solicitors and we do not provide regulated legal services.

7.3 No substitute for professional clearance. The Customer must not rely on Outputs alone when making a filing decision, a licensing or investment decision, a freedom-to-operate determination, or any decision with legal or commercial consequence. Before taking any such decision the Customer must obtain advice from a suitably qualified patent attorney or other professional adviser.

7.4 Search limitations. The Platform uses advanced search algorithms and machine learning ranking. Such systems are probabilistic. They may return results that are incomplete, out of date, mis-ranked, or factually incorrect. We do not warrant that any Output is accurate, complete or free from error.

7.5 No completeness of prior art. No patent search is exhaustive. Outputs do not represent a complete or definitive set of relevant prior art or patent rights in any jurisdiction. Coverage varies by jurisdiction, language, publication lag, classification practice and the availability of third-party data sources. The absence of a result is not evidence that no relevant right exists.

7.6 Verification against official sources. Legal status, ownership, term, renewal and validity information changes and may be stale. The Customer must verify any material fact against the relevant official register or patent office record before relying on it.

7.7 Human oversight. The Customer must maintain meaningful human review of Outputs by a person with appropriate competence, and must not deploy the Platform in a way that removes that review from a decision affecting third-party rights.

7.8 Customer responsibility for decisions. The Customer is solely responsible for the decisions it takes and for any action or omission based on an Output. To the fullest extent permitted by law, we accept no liability for any such decision, action or omission.

8. Third-party Patent Data and sources

8.1 The Platform aggregates and processes Patent Data from national and regional patent offices, official registers and other third-party sources. That data originates with those third parties and is not created or verified by us.

8.2 We do not warrant the accuracy, completeness, currency, availability or continuity of Patent Data, and we are not liable for any error, omission, delay, outage, change of interface, change of licence terms, rate limiting or withdrawal of service by any third-party source.

8.3 Where a third-party source imposes terms on downstream use of its data, the Customer must comply with those terms to the extent we have notified the Customer of them. A current list of principal data sources is available on request.

8.4 If a third-party source ceases to be available, or its terms change so as to make continued inclusion impracticable, we may remove or vary the affected coverage on notice. Where the change materially and adversely affects the Platform for a sustained period, the Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unused period as its sole remedy.

9. Customer Data, inputs and Outputs

9.1 As between the parties, the Customer owns and retains all right, title and interest in Customer Data. Nothing in the Agreement transfers ownership of the Customer’s intellectual property, research outputs, invention disclosures or unpublished material to us.

9.2 The Customer grants us a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit and display Customer Data solely to the extent necessary to provide, secure, support and maintain the Platform for the Customer during the Subscription Term, and as otherwise expressly permitted by clause 10. That licence terminates on expiry or termination of the Agreement, subject to clause 18.7.

9.3 Customer Data is the Customer’s Confidential Information for the purposes of clause 13. It is not treated as non-confidential or non-proprietary, is not made available to any other customer, and is not published, sold, broadcast or otherwise disclosed by us to any third party except as expressly permitted by the Agreement or required by law.

9.4 The Customer warrants that it has all rights and permissions necessary to submit Customer Data to the Platform and that doing so will not infringe the rights of any third party or breach any duty of confidence owed to a third party.

9.5 The Customer acknowledges that queries frequently contain commercially sensitive or unpublished information. The Customer is responsible for deciding what to submit and for applying its own internal disclosure controls.

9.6 As between the parties, the Customer may use Outputs generated from its own Customer Data as described in clause 5.3. We retain all rights in the Platform components used to generate Outputs, including models, prompts, ranking logic and templates. Identical or similar Outputs may be generated for other customers and we grant no exclusivity in any Output.

10. Use of data to improve the Platform

10.1 We may collect and use technical, operational and usage data relating to the configuration and performance of the Platform (including log data, latency, error rates, feature usage and aggregate query volumes) to operate, secure, support, analyse and improve the Platform and to develop new services.

10.2 We do not learn from or train our models on Customer Data or customer prompts. Customer search history and prompts are only kept for the Customer's own search history records and to allow us to troubleshoot errors or support incidents. They are never visible to any other customer.

10.3 We may create and use anonymised and aggregated data derived from use of the Platform, provided that neither the Customer, any Authorised User, nor the subject matter of any individual query is identifiable, and provided that no Confidential Information is disclosed. Such anonymised and aggregated data is our property and may be used without restriction, including in product development, benchmarking, research, marketing and investor materials.

10.4 There is no sharing of Customer Data between customers. No customer can access, and no model made available to a customer will reveal, another customer’s Customer Data or the subject matter of another customer’s queries.

10.5 In relation to the activities described in clauses 10.1 and 10.3 we act as an independent controller in respect of any personal data involved, and not as a processor on the Customer’s behalf. The Data Processing Agreement records this allocation of roles.

11. Feedback

11.1 The Customer and its Authorised Users may provide us with questions, comments, suggestions, ideas, bug reports and feature requests (“Feedback”).

11.2 The Customer grants us a perpetual, irrevocable, worldwide, royalty-free, fully paid, non-exclusive licence to use, reproduce, modify and incorporate Feedback into the Platform and our other products and services, without obligation of acknowledgement or compensation.

11.3 Clause 11.2 does not permit us to disclose the Customer’s Confidential Information, does not transfer to us any of the Customer’s pre-existing intellectual property, and does not affect the ownership of any invention, research output or patentable subject matter of the Customer.

11.4 Where the Customer participates in a pilot or evaluation, the Feedback, Evaluation and Case Study Agreement governs Feedback and prevails over this clause 11 to the extent of any conflict.

12. Intellectual property rights

12.1 All right, title and interest in and to the Platform, including its software, source code, databases, functionality, artificial intelligence and machine learning models, model weights, training data and methods, algorithms, ranking logic, user interfaces, documentation, know-how, enhancements, designs, text and graphics (together, the “Content”), and the trade marks, service marks and logos used in connection with it (the “Marks”), are and remain our exclusive property or that of our licensors.

12.2 The Content and Marks are protected by copyright, database right, trade mark and other intellectual property laws in the United Kingdom and internationally. The Content is made available for the Customer’s internal business purposes only, on the terms of this Agreement.

12.3 The Customer’s research outputs, patents, patent applications, inventions, academic works, internal methodologies and pre-existing intellectual property are and remain the exclusive property of the Customer.

12.4 Neither party may use the other’s name, logo, trade marks or branding without the other’s prior written consent, save as permitted by clause 25.

12.5 A material breach of this clause 12 entitles us to suspend access in accordance with clause 19 and, where the breach is not remedied in accordance with clause 18.3, to terminate the Agreement.

13. Confidentiality

13.1 “Confidential Information” means information disclosed by one party to the other that is identified as confidential or that a reasonable recipient would understand to be confidential, including our pricing, product roadmap, models and technical architecture, and the Customer’s Customer Data, research, unpublished inventions, disclosure records and commercialisation plans.

13.2 Each party must keep the other’s Confidential Information confidential, use it only for the purposes of the Agreement, and disclose it only to those of its personnel and professional advisers who need to know it and who are bound by equivalent obligations.

13.3 These obligations do not apply to information that is or becomes public other than through breach, was lawfully known to the recipient before disclosure, is independently developed without reference to the Confidential Information, or is lawfully received from a third party without restriction.

13.4 A party may disclose Confidential Information where required by law, regulation, court order or a competent authority, including a request under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004, provided that, where lawful and practicable, it gives the other party prior notice and a reasonable opportunity to make representations as to the application of any exemption. Neither party is required to breach its statutory obligations in order to comply with this Agreement.

13.5 These obligations survive termination and continue for five years from the date of disclosure, and indefinitely in respect of trade secrets and of unpublished inventions and disclosure records.

14. Data protection

14.1 Each party must comply with applicable data protection legislation, including the UK GDPR, the Data Protection Act 2018 as amended by the Data (Use and Access) Act 2025, and the Privacy and Electronic Communications Regulations 2003.

14.2 Where we process personal data on the Customer’s behalf in providing the Platform, the Customer is the controller and we are the processor, and the Data Processing Agreement applies and forms part of the Agreement.

14.3 Where we process personal data for the purposes described in clauses 10.1 and 10.3, and in respect of Authorised User account and administration data, we act as an independent controller and process that data in accordance with our privacy notice. The Data Processing Agreement sets out the full allocation of controller and processor roles.

14.4 Personal data processed in providing the Platform is hosted in the United Kingdom. We will not transfer personal data outside the United Kingdom without the Customer’s prior written consent or an appropriate transfer mechanism recognised under applicable data protection legislation.

14.5 We maintain a current list of sub-processors, which is available to the Customer on request. We will give the Customer at least 30 days’ notice before appointing a new sub-processor, and the Customer may object on reasonable data protection grounds.

14.6 Where an individual makes a complaint to us directly under section 164A of the Data Protection Act 2018, we will acknowledge it within 30 days and respond without undue delay, and will notify the Customer where the complaint concerns processing carried out on the Customer’s behalf.

14.7 We will provide the Customer with such information and assistance as it reasonably requires to complete its own data protection impact assessment in respect of the Platform.

15. Security

15.1 We will implement and maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, having regard to the state of the art and the nature of the data.

15.2 Those measures include encryption in transit and at rest, access control and least-privilege administration, authentication controls including multi-factor authentication, access and audit logging, monitoring, secure development practices, personnel confidentiality obligations, and documented incident response procedures.

15.3 We may improve or replace security controls provided that equivalent or greater protection is maintained.

15.4 We will notify the Customer without undue delay, and in any event within 48 hours, on becoming aware of a security incident affecting the Customer’s Customer Data, and will provide such information and cooperation as the Customer reasonably requires to meet its own regulatory obligations, including any obligation to notify the Information Commissioner within 72 hours.

15.5 On reasonable written notice and no more than once in any twelve-month period, we will provide information reasonably necessary to demonstrate compliance with this clause, which may be satisfied by completed security questionnaires, certifications or written responses. This does not entitle the Customer to access our source code, model weights or production infrastructure.

15.6 Reporting and responsible disclosure. Suspected misuse, security vulnerabilities and incidents should be reported to security@patentverse.ai without undue delay. We operate a responsible disclosure process and will not pursue good-faith security researchers who comply with it.

16. Availability, maintenance and support

16.1 We will use commercially reasonable endeavours to make the Platform available. Target availability is 99.5% measured monthly, excluding scheduled maintenance, emergency maintenance, force majeure, failures of third-party data sources and periods of permitted suspension.

16.2 Scheduled maintenance will be notified at least 5 business days in advance and performed where practicable outside 08:00–18:00 UK time on business days.

16.3 We may modify, enhance or discontinue features of the Platform. We will not make a change that materially reduces core functionality during a paid Subscription Term without giving the Customer reasonable notice and, where the reduction is material and sustained, the right to terminate and receive a pro-rata refund of prepaid Fees.

16.4 Support is provided by email to support@patentverse.ai from 09:00–17:00 UK time, Monday to Friday, excluding England and Wales public holidays. Response times are set out in Schedule 2 and are targets, not service credits. No service credit regime applies unless expressly agreed in the Order Form. Support does not include consultancy on patent strategy, drafting or prosecution.

16.5 We do not warrant that the Platform will be available uninterrupted or error free.

17. Fees, invoicing and payment

17.1 The Customer must pay the fees set out in the Order Form (“Fees”). Unless the Order Form states otherwise, Fees are payable annually in advance. Fees are inclusive of all our costs, overheads and expenses, including insurance.

17.2 Fees are exclusive of VAT and any other applicable taxes, which the Customer must pay in addition at the prevailing rate.

17.3 Invoices are payable within 30 days of the date of invoice, or such other period as the Order Form specifies.

17.4 Without prejudice to any other right, we may charge interest on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend access in accordance with clause 19 where an undisputed invoice remains unpaid more than 30 days after written notice.

17.5 The Customer must pay all sums due in full without set-off, deduction or withholding, except as required by law.

17.5 Fees are non-refundable except where the Agreement expressly provides otherwise.

17.6 We may vary the Fees with effect from the start of any renewal term by giving at least 60 days’ written notice before the end of the then-current term. Where a price lock has been agreed in the Order Form, that price lock prevails for its stated duration.

18. Term, renewal and termination

18.1 The Agreement begins on the start date in the Order Form and continues for the initial Subscription Term.

18.2 The subscription renews automatically for successive terms of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

18.3 Either party may terminate the Agreement immediately by written notice if the other: (a) commits a material breach that is not remediable, or that is remediable and is not remedied within 30 days of written notice requiring it to be remedied; or (b) becomes insolvent, enters administration or liquidation, has a receiver appointed, or ceases or threatens to cease to carry on business.

18.4 We may terminate the Agreement immediately by written notice where continued provision of the Platform would place us in breach of applicable law or of the terms of a third-party data source, in which case the Customer receives a pro-rata refund of prepaid Fees for the unused period.

18.5 On termination or expiry: all rights to access the Platform cease and credentials are disabled; the Customer must pay all Fees accrued to the date of termination; and each party must return or destroy the other’s Confidential Information on request, subject to legal and institutional record-keeping obligations.

18.6 For a period of 30 days after termination we will, on written request, make Customer Data available for export in a commonly used machine-readable format.

18.7 After the period in clause 18.6 we will delete Customer Data in accordance with the Data Processing Agreement and our retention schedule, subject to any legal retention requirement. We will confirm deletion in writing on request.

18.8 Clauses that by their nature should survive termination do so, including clauses 7, 9.1, 12, 13, 20, 21, 22 and 29.

19. Suspension

19.1 We may suspend access to the Platform, in whole or in part, where: (a) we reasonably suspect a breach of clause 6; (b) suspension is necessary to address a security threat, vulnerability or unlawful activity; (c) required by law or by a regulator; or (d) an undisputed invoice remains unpaid more than 30 days after written notice.

19.2 Except where an immediate suspension is necessary to protect the Platform, its data or a third party, we will give notice before suspending, will limit the suspension to what is necessary, and will restore access promptly once the cause is resolved.

19.3 Suspension under clause 19.1 does not relieve the Customer of its obligation to pay Fees for the suspended period, save where the suspension was not justified, in which case the Customer receives a pro-rata credit.

20. Warranties and disclaimers

20.1 We warrant that we will provide the Platform with reasonable care and skill, and in accordance with the Agreement.

20.2 Each party warrants that it has full power and authority to enter into the Agreement.

20.3 Except as expressly stated in the Agreement, and to the fullest extent permitted by law, all terms, conditions and warranties implied by statute or common law, including any term implied by sections 12 to 16 of the Supply of Goods and Services Act 1982, are excluded.

20.4 In particular, and without limiting clause 7, we do not warrant that the Platform will be uninterrupted or error free, that any Output will be accurate, complete, current or fit for any particular purpose, or that any search will identify all relevant prior art or patent rights.

20.5 Nothing in this clause 20 limits or excludes any liability that cannot lawfully be limited or excluded, as set out in clause 22.1.

21. Indemnities

21.1 We will defend the Customer against any third-party claim that the Platform, as provided by us and used in accordance with the Agreement, infringes that third party’s intellectual property rights in the United Kingdom, and will pay damages finally awarded or agreed in settlement. This indemnity does not apply to a claim arising from: Customer Data; Patent Data or other third-party data; modification of the Platform other than by us; combination of the Platform with anything not supplied by us; or use in breach of the Agreement.

21.2 The Customer will indemnify us against any third-party claim arising from: (a) Customer Data, including any claim that Customer Data infringes a third party’s rights or breaches a duty of confidence; (b) use of the Platform in breach of clause 6; or (c) any decision, act or omission of the Customer or an Authorised User taken in reliance on an Output contrary to clause 7.

21.3 Each indemnity is conditional on the indemnified party giving prompt written notice of the claim, not making any admission of liability, giving the indemnifying party sole conduct of the defence and settlement, and providing reasonable cooperation at the indemnifying party’s expense. No settlement may be made that imposes any obligation on the indemnified party without its prior written consent.

21.4 The indemnity at clause 21.2 is subject to clause 22.3.

22. Limitation of liability

22.1 Nothing in the Agreement limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability that cannot lawfully be limited or excluded.

22.2 Subject to clause 22.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any of the following, whether direct or indirect: loss of profits; loss of revenue; loss of anticipated savings; loss of business or business opportunity; loss of goodwill or reputation; loss of, or loss of rights in, any patent, patent application, invention or other intellectual property; loss arising from a failure to identify prior art or a patent right; loss arising from a decision to file, not to file, to license, not to license, to invest or not to invest; loss or corruption of data, save to the extent caused by our breach of clause 15; or any indirect or consequential loss.

22.3 Subject to clauses 22.1 and 22.4, each party’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the total Fees paid or payable by the Customer under the Agreement in the twelve months preceding the first event giving rise to liability, and (b) five thousand pounds (£5,000).

22.4 Clause 22.3 does not apply to the Customer’s obligation to pay Fees properly due, or to either party’s liability under clause 21 (Indemnities).

22.5 The parties agree that the exclusions and limitations in this clause 22 are reasonable having regard to the Fees payable, the nature of the Platform as described in clause 7, the Customer’s obligation of human oversight under clause 7.7, and the availability to each party of insurance. Each provision of this clause 22 operates separately, and if any part is held to be unreasonable or unenforceable the remainder continues to apply.

22.6 The Customer acknowledges that it is better placed than we are to assess the consequences of a decision taken in reliance on an Output, and that the allocation of risk in clauses 7 and 22 is reflected in the level of the Fees.

23. Force majeure

23.1 Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay) caused by an event beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic, industrial action, failure of utilities, failure of telecommunications or internet infrastructure, cyber attack, or the act or omission of a government or regulator.

23.2 The affected party must notify the other promptly and use reasonable endeavours to mitigate. If the event continues for more than 60 days, either party may terminate the affected subscription on written notice, and the Customer receives a pro-rata refund of prepaid Fees for the unused period.

24. Compliance

24.1 Each party must comply with all applicable laws in performing the Agreement, including the Bribery Act 2010, applicable sanctions and export control laws, and the Modern Slavery Act 2015.

24.2 The Customer must not use the Platform in, or make it available to any person in, a territory subject to comprehensive sanctions, or to any person subject to asset freezing or similar measures.

24.3 The Customer must not use the Platform for any purpose relating to the development of weapons, or in breach of any applicable research security or export control requirement.

25. Publicity and references

25.1 Neither party may issue a public announcement about the Agreement, or use the other’s name, logo or trade marks in marketing material, without the other’s prior written consent.

25.2 Where the Customer gives written consent, we may name the Customer as a customer and publish an agreed case study.

25.3 We may refer to lessons learned from use of the Platform in anonymised form without consent, provided the Customer is not identifiable and no Confidential Information is disclosed.

26. Changes to these Terms

26.1 We may update these Terms from time to time to reflect changes to the Platform, to legal or regulatory requirements, or to our commercial arrangements.

26.2 We will give the Customer at least 30 days’ written notice of any change that materially and adversely affects the Customer’s rights. The change takes effect at the start of the next renewal term.

26.3 If the Customer objects to a material adverse change, it may terminate the affected subscription with effect from the date the change would take effect, and receive a pro-rata refund of prepaid Fees for the unused period.

26.4 Changes required to comply with law, or to address a security or legal risk, may take effect immediately on notice.

27. Notices and contact

27.1 Contractual notices must be in writing and sent to accounts@patentverse.ai and, for the Customer, to the address or email stated in the Order Form. Notice by email is effective on delivery during business hours, or otherwise at the start of the next business day.

27.2 Support enquiries: support@patentverse.ai.

27.3 Security incidents, vulnerabilities and responsible disclosure: security@patentverse.ai.

27.4 Notices of termination or of a claim must additionally be sent by post to our registered office.

28. General

28.1 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations and understandings. Neither party has relied on any statement not set out in the Agreement. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

28.2 Assignment. Neither party may assign or transfer the Agreement without the other’s prior written consent, such consent not to be unreasonably withheld, except that we may assign the Agreement to a successor in connection with a reorganisation, merger, or sale of all or substantially all of our business or assets, on written notice to the Customer.

28.3 Subcontracting. We may subcontract performance, but remain responsible for the acts and omissions of our subcontractors. Sub-processing of personal data is governed by clause 14.5 and the Data Processing Agreement.

28.4 Waiver and severance. Failure to enforce a right is not a waiver of it. If any provision is held unlawful, void or unenforceable, it is severed and the remainder continues in full force.

28.5 No partnership. Nothing in the Agreement creates a partnership, joint venture, employment or agency relationship.

28.6 Third party rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.

28.7 Electronic signature. The parties agree that the Agreement and any Order Form may be executed by electronic signature and that electronic notices satisfy any requirement for writing.

28.8 Counterparts. The Agreement may be executed in counterparts, each of which is an original and which together constitute one agreement.

29. Governing law, jurisdiction and disputes

29.1 The Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, is governed by the law of England and Wales.

29.2 Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through discussion between senior representatives for a period of 30 days from written notice of the dispute. This does not prevent either party from seeking injunctive relief at any time.

29.3 Subject to clause 29.2, the courts of England and Wales have exclusive jurisdiction.

Schedule 1 — Acceptable Use Policy

This Schedule supplements clause 6. The Customer must ensure that Authorised Users comply with it.

1. Permitted use

The Platform may be used for patent and prior art searching, novelty and landscape review, technology scouting, invention disclosure assessment, and internal analysis in support of the Customer’s research, teaching, innovation, technology transfer and commercialisation activities.

2. Prohibited use

• Any use that is unlawful, fraudulent, or that infringes the rights of a third party.
• Uploading malicious code, or any material designed to disrupt, impair or gain unauthorised access to the Platform or any connected system.
• Attempting to identify, re-identify or extract another customer’s data.
• Automated access other than through an API we have expressly authorised in writing.
• Bulk extraction or re-utilisation of Patent Data to build a competing dataset or product.
• Submitting special category personal data, or personal data that is not necessary for the query.
• Submitting third-party confidential information the Customer is not entitled to disclose.
• Sharing credentials, or permitting access by anyone who is not an Authorised User.
• Presenting an Output as a professional patent search, a legal opinion, or the product of human professional judgement.

3. Fair use of capacity

Where the Order Form states a Usage Allowance, use must remain within it. Where no numerical allowance is stated, use must be reasonable and consistent with normal institutional use by the number of Authorised Users licensed. We will notify the Customer before taking any action in respect of excessive use, and clause 4.4 applies.

4. Consequences of breach

We may suspend access under clause 19 and, where the breach is material and not remedied, terminate under clause 18.3.

Schedule 2 — Support and Availability

1. Support hours

09:00–17:00 UK time, Monday to Friday, excluding England and Wales public holidays. Support is provided by email to support@patentverse.ai.

2. Severity levels and target response times

Target response times are the time within which we will acknowledge and begin work on a properly raised ticket. They are targets and do not create service credits unless the Order Form expressly provides otherwise.

Severity 1 — Total unavailability of the Platform for all Authorised Users. Target response: 4 working hours.

Severity 2 — A core function is unavailable or materially degraded, with no reasonable workaround. Target response: 1 working day.

Severity 3 — A non-core function is impaired, or a core function is impaired with a reasonable workaround. Target response: 3 working days.

Severity 4 — Questions, guidance and cosmetic issues. Target response: 5 working days.

3. Availability

Target availability is 99.5% measured monthly, calculated as the percentage of minutes in the month during which the Platform was available, excluding scheduled maintenance notified under clause 16.2, emergency maintenance, force majeure, failures of third-party data sources, and periods of permitted suspension under clause 19.

4. Exclusions from support

Support does not include consultancy on patent strategy, drafting or prosecution; training beyond initial onboarding; issues caused by the Customer’s own network, hardware or third-party software; or use of the Platform in breach of the Agreement.

5. Escalation

If a Severity 1 or 2 issue is not resolved within a reasonable period, the Customer may escalate by email to accounts@patentverse.ai marked “ESCALATION”.