Inversity Limited (trading as ‘PAIR’) 

Company Number: 14434231 

Address: 86–90 Paul Street, London, EC2A 4NE, United Kingdom 

PAIR specialises in AI adoption software, providing organisations with role-specific, hands-on AI masterclasses and dashboards to track and measure adoption and impact through our web platform. 

These Terms of Service ("Terms") govern access to and use of the PAIR platform and related services (the "Service") provided by Inversity Ltd, a company registered in England and Wales ("Provider", "PAIR", "we", "us"), to the organisation identified in the applicable Order Form ("Customer", "you"). 

By executing an Order Form that references these Terms, the Customer agrees to be bound by them. These Terms, together with any applicable Order Form and Data Processing Agreement, constitute the entire agreement between the parties (the "Agreement"). 

Order of Precedence 

If there is any conflict or inconsistency between the documents forming the Agreement, the following order of precedence applies (highest priority first): 

1. the applicable Order Form; 

2. any Public Sector Schedule or customer-specific addendum (if signed by both parties and expressed to override these Terms); 

3. the Data Processing Agreement (for matters relating to Personal Data processing);

4. these Terms; and 

5. the Documentation and any referenced policies (including any acceptable use, support, or security policies), unless the Order Form expressly states otherwise. 

For the avoidance of doubt, Documentation and policies do not vary these Terms or an Order Form, except to the extent expressly stated in the Order Form. 

1. Definitions 

In these Terms, the following definitions apply: 

“Agreement” has the meaning given in the introduction to these Terms. 

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. 

“Authorised User” means an individual employee, contractor, or agent of the Customer whom the Customer authorises to access and use the Service. 

“Business Day” means a day other than a Saturday, Sunday, or public holiday in England between the hours of 9-5. 

“Confidential Information” means all information disclosed by or on behalf of a party to the other party (whether before or after the Effective Date) that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure, including information about business, affairs, customers, suppliers, plans, product information, technology, security, pricing, and the terms of this Agreement. Customer Data is the Customer’s Confidential Information. The Service (including its software, algorithms, and non-public Documentation) is PAIR’s Confidential Information. 

“Control” means the direct or indirect ownership of more than 50% of the voting interests of an entity, or the ability to direct its management or policies. 

“Customer” means the organisation identified as customer in the Order Form. 

“Customer Data” means any data, content, or materials submitted to, stored on, or processed through the Service by or on behalf of the Customer or its Authorised Users. 

“Customer Marks” (name, logo, trademarks). 

“Data Processing Agreement” or “DPA” means the data processing agreement (if any) entered into between the parties in relation to the Service. 

“Documentation” means the user guides and support materials made available by PAIR for use of the Service, as updated from time to time. 

“Effective Date” means the date specified in the Order Form, or if none is specified, the date the Order Form is executed by the last party to sign. 

“Fees” means the Subscription Fees and any other fees stated in the Order Form. 

“Force Majeure Event” means an event or circumstance beyond a party’s reasonable control that prevents or delays that party’s performance. 

“Initial Term” means the initial subscription term set out in clause 5.1 (or such other initial term stated in the Order Form). 

“Order Form” means an order form, statement of work, or other ordering document executed by the parties that references these Terms and specifies the Services to be provided, the number of Seats (if applicable), Fees, and commercial terms. 

“Personal Data” has the meaning given in the UK GDPR. 

“Renewal Term” means each successive renewal term set out in clause 5.2 (or such other renewal term stated in the Order Form). 

“Seat” means a licence for one named Authorised User to access and use the Service. 

“Service” means the PAIR platform and related services specified in the Order Form, including any updates and enhancements made available by PAIR as part of the subscription, but excluding Professional Services unless expressly included in the Order Form. 

“Subscription Fees” means the recurring fees payable for access to and use of the Service as specified in the Order Form. 

“Term” means the Initial Term and any Renewal Term. 

“UK GDPR” means the UK General Data Protection Regulation, as amended from time to time, and “Data Protection Legislation” means the UK GDPR and the Data Protection Act 2018, together with any other applicable laws relating to privacy and data protection. 

“VAT” means value added tax and any similar sales tax applicable in the UK or elsewhere. 

“Written Notice” means a notice given in accordance with clause 15.2 (Notices). 

2. Service and Licence Grant 

2.1 Licence Grant 

Subject to payment of the applicable Subscription Fees and compliance with these Terms, PAIR grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the Term for the Customer’s internal business purposes. 

2.2 Seat Licence 

Each Seat is for one named Authorised User. Login credentials must not be shared. PAIR invitations can be revoked at will by the customer’s administrator, but once activated, licenses can only be revoked for user that have left the organisation and who have not started the PAIR content. 

2.3 Work email requirement 

Authorised Users must access the Service using an email address issued and controlled by the Customer. Personal or consumer email accounts (for example, Gmail, Yahoo, Outlook.com) must not be used. The Customer must remove access promptly when an Authorised User leaves or no longer needs access. 

2.4 Restrictions 

The Customer shall not, and shall not permit any third party to: 

(a) sell, sublicense, rent, lease, or transfer the Service; 

(b) copy, modify, or create derivative works of the Service; 

(c) reverse engineer or attempt to derive source code; 

(d) access the Service to build a competing product; 

(e) use the Service unlawfully or in a way that infringes third-party rights; or 

(f) bypass or compromise security controls. 

3. Acceptable Use 

The Customer is responsible for all use of the Service under its account and shall ensure Authorised Users comply with these Terms. The Service must not be used to upload unlawful, harmful, infringing, or malicious content, nor to disrupt or interfere with the Service or related systems. 

4. Fees and Payment 

4.1 Fees 

The Customer will pay the Fees set out in the Order Form. Unless the Order Form states otherwise, Subscription Fees are invoiced annually in advance. 

4.2 Payment Terms 

Invoices are payable within thirty (30) days of the invoice date. Fees are non-cancellable and non-refundable except as expressly stated in these Terms. 

4.3 Late Payment 

If any undisputed amount is more than 15 days overdue, PAIR may charge interest on the overdue amount at 5% per year above the Bank of England base rate, and may suspend access to the Service until payment is received. PAIR will restore access promptly after payment. 

4.4 Taxes 

Fees are exclusive of VAT and other applicable taxes, which the Customer must pay. 

5. Term, Renewal, and Termination 

5.1 Term 

Unless stated otherwise in the Order Form, the Agreement begins on the Effective Date and continues for an initial period of twelve (12) months (the “Initial Term”). 

If the Order Form specifies a multi-year commitment (e.g. two or three years), the Agreement remains in effect for that fixed period (the “Committed Term”) without annual renewal during that time. 

5.2 Renewal 

• If the Agreement was for an Initial Term of 12 months, it will automatically renew for successive 12-month periods (“Renewal Terms”) unless either party gives at least sixty (60) days’ Written Notice prior to the end of the then-current Term. 

• If the Agreement was for a multi-year Committed Term, the Agreement will renew for successive 12-month Renewal Terms at the end of the Committed Term unless: 

(a) either party gives at least sixty (60) days’ Written Notice before the end of the Committed Term; or 

(b) the parties agree in writing to new commercial terms or a further Committed Term. 

5.3 Termination for Cause 

Either party may terminate this Agreement immediately by Written Notice if the other party commits a material breach that is incapable of remedy, or fails to remedy a remediable material breach within thirty (30) days of notice. 

5.4 Termination for Convenience 

The Customer may terminate the Agreement for convenience on thirty (30) days’ Written Notice. All Subscription Fees for the current Term (Initial, Committed, or Renewal) remain payable and are non-refundable. 

5.5 Effects of Termination 

Upon expiry or termination of the Agreement: 

(a) access to the Service ceases; 

(b) all outstanding fees become immediately due; and 

(c) if requested within thirty (30) days of termination, PAIR will provide the Customer with a data export in a standard format. After this period, PAIR will delete Customer Data in line with its data retention policy, except Aggregated Data. 

6. Service Levels and Support 

6.1 Availability 

PAIR will use reasonable efforts to make the Service available at least 99.9% of the time, measured over each calendar quarter, excluding scheduled maintenance, emergency maintenance, and events beyond PAIR’s reasonable control. 

6.2 Maintenance 

Planned maintenance will be notified at least forty-eight (48) hours in advance and scheduled during off-peak hours where practicable. 

6.3 Support 

PAIR provides user support via email. Support is available during UK business hours. PAIR will use reasonable endeavours to provide an initial response within 4 hours for Critical Issues and within one Business Day for all other support requests (or by the next Business Day if raised outside UK business hours). “Initial response” means acknowledgement and commencement of triage, not resolution. “Critical Issue” means a platform-wide outage or other material unavailability of the Service with no reasonable workaround. 

7. Intellectual Property 

7.1 PAIR IP 

The Service, Documentation, and all training content (including masterclasses and related materials) are and remain the property of PAIR and its licensors. The Customer receives only the right to use the Service during the Term as set out in this Agreement. 

7.2 Customer Data 

The Customer owns its Customer Data. The Customer grants PAIR (and its subcontractors) a licence to host, copy, transmit, display, and process Customer Data only to provide, secure, and support the Service (including making Customer Data available to Authorised Users as configured by the Customer), and as set out in the DPA. 

7.3 Aggregated Data 

PAIR may generate aggregated, statistical, de-identified or other derived data from Customer Data and use of the Service (“Aggregated Data”), provided that such Aggregated Data does not identify and cannot reasonably be used to identify the Customer, any Authorised User, or any individual. 

7.4 Use of Aggregated Data 

PAIR may use Aggregated Data to operate, administer, support, secure, improve and develop the Service, and to create analytics, benchmarking and insight-related features, reports and recommendations. As between the parties, PAIR owns the Aggregated Data, subject always to the Customer’s ownership of Customer Data. PAIR may retain Aggregated Data after expiry or termination of the Agreement. 

8. Data Protection 

8.1 Compliance and roles 

8.1 Compliance and roles 

Each party will comply with Data Protection Legislation. To the extent PAIR processes Personal Data comprised in Customer Data solely on the Customer’s behalf for the purpose of providing, securing, supporting and administering the Service in accordance with the Agreement, the Customer is the Controller and PAIR is the Processor. 

To the extent PAIR processes personal data for its own independent purposes, including billing, account management, service security, fraud or abuse prevention, and any other purposes expressly stated in the Agreement or PAIR’s Privacy Notice, PAIR acts as a separate Controller for that processing. 

PAIR’s processing of Aggregated Data, as defined in Clause 7.3, is outside the scope of this clause to the extent that such data does not constitute Personal Data under applicable Data Protection Legislation. 

Each party will comply with Data Protection Legislation. The Customer is the Controller of Personal Data in Customer Data and PAIR is the Processor, to the extent PAIR processes Personal Data on the Customer’s behalf. 

8.2 Data Processing Agreement 

If PAIR processes Personal Data on the Customer’s behalf, the parties will enter into a DPA. The DPA forms part of the Agreement and will apply to that processing. If there is any conflict between the DPA and this Agreement on data protection matters, the DPA will prevail. 

8.3 Security 

PAIR will maintain appropriate technical and organisational measures to protect Customer Data. This includes Cyber Essentials Plus certification and regular security testing. Details of PAIR’s security measures are described in its security documentation and/or the DPA. 

8.4 Data location and transfers 

Customer Data will be stored and retained long-term in PAIR’s primary systems of record in the Customer’s selected hosting region, as specified in the applicable Order Form or service configuration. PAIR currently offers primary hosting in the United Kingdom and the United States. 

In connection with providing, maintaining, supporting, and securing the Service, PAIR and its subprocessors may process or store limited Customer Data in ancillary systems outside the Customer’s selected hosting region, including in the United Kingdom, the EEA, and the United States. Such processing may involve short-term processing and/or long-term storage of ancillary data, including for communications, support, security, and related operational purposes. 

Any transfer of Personal Data outside the United Kingdom, or outside any other jurisdiction in which Customer Data is primarily hosted, will be subject to appropriate safeguards as set out in the DPA. 

8.5 Subprocessors 

PAIR may use Subprocessors to provide, operate, support, and secure the Service. PAIR will make available a current list of Subprocessors and their locations (the Subprocessor List), which may be provided via a URL or otherwise on request. Where the use of a Subprocessor involves a transfer of Personal Data outside the UK, such transfer will be subject to appropriate safeguards as set out in the DPA. Any change management, notice periods, and any objection process relating to Subprocessors (if applicable) are set out in the DPA. 

8.6 Security incidents 

PAIR will notify the Customer without undue delay after becoming aware of a Personal Data breach affecting Customer Data and will provide information and reasonable assistance as set out in the DPA. 

9. Confidentiality 

Each party will protect the other’s Confidential Information using at least the same care it uses to protect its own confidential information (and no less than reasonable care). A party may use the other party’s Confidential Information only to perform its obligations and exercise its rights under this Agreement. 

A party may disclose Confidential Information to its employees, contractors, and professional advisers who need to know it for that purpose, provided it remains responsible for their compliance with this clause. 

Confidential Information does not include information that the recipient can show: (a) is or becomes public through no fault of the recipient; (b) was already lawfully known to the recipient before disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is lawfully received from a third party without restriction. 

If a party is required by law or a regulator to disclose Confidential Information, it will (where permitted) give the other party prompt notice and cooperate to limit the disclosure. 

9.1 Publicity and customer references 

PAIR may identify the Customer as a user of the Service in PAIR’s public marketing materials (including client lists) only with the Customer’s prior written consent. Any case study, press release, customer quote, or use of the Customer’s name or logo in a manner that implies endorsement requires the Customer’s prior written approval of the specific content. 

10. Warranties and Disclaimers 

10.1 Our promise. We will provide the Service using reasonable care and skill, and we will use reasonable efforts to make the Service available in line with clause 6 (Availability). 

10.2 How the Service may behave. We aim for the Service to be reliable, but it may sometimes be unavailable or contain errors. If you report an issue, we will use reasonable efforts to resolve it. 

10.3 Other terms excluded. Except for the promises expressly set out in this Agreement, and to the extent permitted by law, we exclude all other warranties, conditions, and terms (whether express or implied).

11. Limitation of Liability 

11.1 Exclusion losses 

Neither party will be liable for: (a) loss of profits; (b) loss of revenue; (c) loss of business or goodwill; or (d) loss of anticipated savings, in each case arising out of or in connection with this Agreement. 

11.2 Liability Cap 

Each party’s total aggregate liability arising out of or in connection with this Agreement will not exceed the greater of (a) the Subscription Fees paid or payable in the 12 months before the event giving rise to the claim, and (b) £1,000,000. 

11.3 Unlimited Liability 

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, the Customer’s payment obligations, or any liability that cannot be limited by law. 

12. Indemnification 

12.1 PAIR IP indemnity 

If a third party claims the Service infringes its intellectual property rights, PAIR will handle the defence and pay any court-awarded damages or settlement amounts, provided the Customer follows clause 12.5. 

12.2 PAIR indemnity exclusions 

PAIR has no obligation under clause 12.1 to the extent a claim arises from: 

(a) Customer Data; 

(b) use of the Service in breach of this Agreement or the Documentation; 

(c) use of the Service in combination with products, software, systems, or data not provided by PAIR, where the claim would not have arisen without the combination; 

(d) any modification to the Service not made by or on behalf of PAIR; or 

(e) the Customer’s failure to use an updated or modified version of the Service provided by PAIR to avoid infringement. 

12.3 Infringement remedies 

If the Service becomes, or in PAIR’s reasonable opinion is likely to become, subject to a claim under clause 12.1, PAIR may: 

(a) modify the Service so it is non-infringing; 

(b) replace the Service with a substantially equivalent non-infringing service; 

(c) procure the Customer’s right to continue using the Service; or 

(d) if (a)–(c) are not reasonably practicable, terminate the affected Order Form and refund the Customer any prepaid Subscription Fees for the unused portion of the then-current Term. 

12.4 Customer indemnity 

The Customer will defend PAIR against any third-party claim arising from (a) Customer Data, or (b) the Customer’s or an Authorised User’s misuse of the Service or breach of this Agreement, and will pay the damages and reasonable legal costs finally awarded against PAIR (or agreed in a settlement approved by the Customer), provided PAIR complies with clause 12.5. 

12.5 Indemnity process 

The indemnified party must: (a) give the indemnifying party prompt written notice of the claim; (b) give reasonable cooperation and information at the indemnifying party’s expense; and (c) allow the indemnifying party to control the defence and settlement of the claim, provided the indemnifying party may not settle any claim in a way that admits liability for, or imposes obligations on, the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld or delayed). 

13. Suspension 

PAIR may suspend access where necessary for security, legal compliance, or material breach, including non-payment. 

14. Force Majeure 

Neither party shall be liable for any delay or failure to perform its obligations (other than the Customer’s obligation to pay Fees when due) to the extent caused by an event beyond its reasonable control (a “Force Majeure Event”). The affected party shall notify the other party promptly and use reasonable endeavours to mitigate the impact of the Force Majeure Event and resume performance as soon as reasonably practicable. For the avoidance of doubt, a Force Majeure Event does not excuse or suspend the Customer’s obligation to pay Fees when due. If a Force Majeure Event continues for more than ninety (90) days and materially prevents the affected party from performing a material part of the Service, either party may terminate the affected affected Services (or this Agreement) by written notice. If the Customer has paid Subscription Fees in advance for any period after the effective date of termination, PAIR will refund the unused portion on a pro-rata basis. 

15. General 

15.1 Governing Law 

This Agreement is governed by the laws of England and Wales, with exclusive jurisdiction of the English courts. 

15.2 Notices 

1. A notice under this Agreement must be in writing and sent to the notice contact details in the Order Form (as updated by notice to the other party). 

2. Notices may be sent by email. Notices of termination or non-renewal must be sent by email and also by pre-paid first class post (or courier) to the address in the Order Form. 

3. Email notices are deemed received when sent, provided no delivery failure message is received. Postal notices are deemed received at 9.00am on the second Business Day after posting. 

4. Support tickets and operational communications are not notices. 

15.3 Assignment 

Neither party may assign this Agreement without consent, except as part of a merger or sale of substantially all assets. 

15.4 Third Party Rights 

No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms. 

15.5 Amendments 

Material changes to these Terms will be notified at least thirty (30) days in advance. 

15.6 Severability and Waiver 

Invalid provisions shall not affect the remainder. Waivers must be in writing. 

15.7 Survival 

Clauses relating to fees, IP, confidentiality, liability, and indemnities survive termination. 

16. Contact 

For questions regarding these Terms, contact help@pairnow.ai