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Terms of Service for Praxail

Last Updated: 03/11/2025

Welcome to Praxail Ltd. (“Praxail”, “we”, “us”, or “our”). These Terms of Service (“Terms”) govern your access to and use of our websites and online properties (the “Site”) and, where indicated, our professional consulting and implementation services that help optimise, systemise, and automate business processes using technologies such as LLMs, automation platforms, cloud services, DevOps, and web development (collectively, the “Services”). By accessing or using the Site, you agree to be bound by these Terms.

If you do not agree to these Terms, do not use the Site. If you are entering into an order form, statement of work, or master services agreement with Praxail (each, an “SOW” or “MSA”), those documents will prevail over any conflicting terms here for the Services.

1. Who We Are; Scope

  • Praxail Ltd. is a UK-registered company providing AI automation consultancy and implementation Services globally.
  • These Terms apply to your use of the Site and (where expressly stated) to Services not otherwise governed by an SOW/MSA. If you or your organisation have an SOW/MSA with us, that agreement controls your Services relationship.

2. Using the Site

  • The Site is provided for general information, marketing, and contact purposes. We do not sell products or take payment on the Site.
  • You must use the Site in compliance with applicable laws and these Terms. You must not attempt to gain unauthorised access, probe or test the Site’s vulnerabilities, or use the Site to transmit malware, spam, or illegal content.

Accounts (if offered): You are responsible for maintaining the confidentiality of any credentials and for all activities under your account.

3. Professional Services Framework (When Applicable)

Where we provide Services to you (e.g., under an SOW/MSA):

  • Project Governance. Scope, milestones, deliverables, assumptions, dependencies, fees, and timelines are defined in the SOW/MSA. Changes require written change control.
  • Your Responsibilities. You will (a) provide timely access, information, and decision-makers; (b) ensure you have a lawful basis and necessary rights to provide any data or systems access; and (c) maintain appropriate backups of your own systems and data.
  • Third-Party Platforms. Services often integrate third-party tools (e.g., cloud, messaging, model providers). You are responsible for any third-party accounts, licences, usage fees, and compliance with third-party terms.
  • Acceptance. Deliverables are deemed accepted on the earlier of (a) your written acceptance; or (b) 10 business days after delivery with no material, documented rejection.

4. AI/LLM-Specific Terms

  • Model Providers & Non-Determinism. We may use third-party AI/LLM services. Outputs can be probabilistic and may contain errors. You are responsible for human review and downstream decisions; do not use outputs as a substitute for professional advice or in high-risk scenarios without appropriate controls.
  • Data Handling & Training. We configure and instruct providers by default not to use client data to train or improve their models. Any exception requires your explicit, prior written agreement.
  • Safety & Acceptable Use. You must not use any AI functionality we implement to violate law, infringe rights, generate unlawful or harmful content, or attempt re-identification of anonymised data.
  • Regulatory & Platform Terms. You must comply with applicable regulations and all relevant platform terms (e.g., messaging, cloud, model AUPs). We may suspend integrations for suspected abuse or risk.

5. Intellectual Property

  • Pre-Existing IP. Each party retains all right, title, and interest in its pre-existing and independently developed materials, tools, methods, models, and know-how.
  • Deliverables. Upon full payment of applicable fees, Praxail grants you a worldwide, perpetual, non-exclusive licence to use the deliverables created specifically for you under an SOW/MSA for your internal business purposes. We retain ownership of our underlying tools, frameworks, and reusable components.
  • Open-Source & Third-Party Materials. Deliverables may include or rely on open-source or third-party components governed by their own licences/terms. Your use of those components is subject to those licences/terms.

6. Confidentiality

  • Definition. “Confidential Information” means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential.
  • Protection. Each party will use Confidential Information only for the engagement and protect it using at least reasonable care. Exclusions include information that is public, independently developed, or rightfully obtained from a third party without duty of confidentiality.
  • Compelled Disclosure. A party may disclose Confidential Information if legally required, with prompt notice (where lawful) and reasonable cooperation.

7. Privacy & Data Protection

  • Our processing of personal data as controller (e.g., Site, marketing, CRM) is described in our Privacy Policy.
  • For Services where we act as processor, processing will occur solely on your documented instructions under a Data Processing Addendum (“DPA”) that includes security, sub-processor, international transfer, assistance, and deletion/return terms.
  • You are responsible for supplying personal data lawfully and for providing any required notices to data subjects.

8. Third-Party Services & Links

The Site and Services may reference or integrate third-party websites, APIs, and tools. Praxail is not responsible for third-party content or practices and makes no warranties regarding them. Your use of third-party services is governed by their terms.

9. Fees, Taxes, and Expenses (Services)

  • Fees & Invoicing. Fees and payment terms are set out in the applicable SOW/MSA or order form. Unless stated otherwise, invoices are due within the timeframe stated therein; late amounts may accrue interest or trigger suspension.
  • Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes (excluding taxes on our income).
  • Expenses. Pre-approved, reasonable out-of-pocket expenses (e.g., travel, specialised tooling) may be billed at cost if specified in the SOW/MSA.

(No payments are taken on the Site.)

10. Cancellations, Rescheduling, and Refunds (Services)

  • Cancellations/Rescheduling. As set out in the SOW/MSA. Time-and-materials already performed and non-recoverable third-party costs remain payable.
  • Refunds. Unless the SOW/MSA states otherwise, fees for completed work/milestones and committed third-party charges are non-refundable. Your statutory rights (if any) remain unaffected.

11. Warranties & Disclaimers

  • Mutual. Each party warrants it has the authority to enter these Terms.
  • Praxail. We will perform Services with reasonable skill and care in accordance with the SOW/MSA. THE SITE AND ANY DEMOS, SAMPLES, OR EXPERIMENTAL AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
  • No High-Risk Use. The Services and AI outputs are not designed for safety-critical or high-risk environments without additional, bespoke controls agreed in writing.
  • General Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS OR AN SOW/MSA, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. Indemnities

  • By You. You will indemnify Praxail against third-party claims arising from (a) your content/data (including client or end-user data) provided to us; (b) your breach of law or these Terms; or (c) your misuse of the Site/Services.
  • By Praxail (Optional, if agreed in SOW/MSA). Subject to the exclusions below, Praxail may indemnify you for claims that deliverables, as provided by Praxail and used per the SOW/MSA, infringe a third party’s IP right. We may modify, replace, or refund (pro-rata) to resolve the claim. This does not apply to claims arising from (i) your materials or instructions; (ii) open-source or third-party components; (iii) combinations or uses not contemplated by the SOW/MSA; or (iv) your failure to implement updates provided to avoid infringement.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA; AND (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SITE, THESE TERMS, OR (WHERE NO SOW/MSA APPLIES) THE SERVICES SHALL NOT EXCEED THE GREATER OF £5,000 OR THE AMOUNTS PAID OR PAYABLE BY YOU TO PRAXAIL FOR THE RELEVANT SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Nothing in these Terms limits liability that cannot be limited by law (e.g., fraud, death or personal injury caused by negligence).

14. Suspension & Termination

We may suspend or terminate Site access for any breach or risk to the Site/Services. Either party may terminate a Services engagement as set out in the SOW/MSA. Upon termination, you must cease use of any credentials or environments we provide and pay any outstanding fees.

15. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, acts of government, war, terrorism, labour disputes, internet or cloud provider outages, platform/API changes, or supply chain failures).

16. Changes to the Site or Terms

We may update the Site and these Terms from time to time. Updates are effective when posted to the Site (or as otherwise stated). If changes are material to an existing Services engagement, we will address them through the SOW/MSA.

17. Governing Law; Jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that Praxail may seek injunctive relief in any court of competent jurisdiction.

18. Notices; Contact

Legal notices to Praxail must be sent to the postal address below (and may be duplicated by email).
General enquiries:

19. Miscellaneous

  • Order of Precedence. If there is a conflict, an executed MSA or SOW prevails, then these Terms, then any online policy.
  • Assignment. Neither party may assign these Terms without the other party’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of assets.
  • No Waiver; Severability. Failure to enforce a provision is not a waiver. If any provision is unenforceable, the remainder remains in effect.
  • Entire Agreement. These Terms (and, if applicable, the SOW/MSA) constitute the entire agreement regarding the subject matter and supersede prior understandings relating to the Site/Services not expressly included here.