Clear expectations.Built for good business.

Introduction and Acceptance

1.1About these Terms

These Terms and Conditions (”Terms”) constitute a legally binding agreement between PartnerBridge Ltd (”PartnerBridge”, “we”, “our” or “us”) and the individual or organisation accessing or using our Services (”Customer”, “you” or “your”).

These Terms govern your access to and use of our website, software, applications, products and related services.

If you do not agree to these Terms, you must not access or use the Services.

1.2Our Details

PartnerBridge Ltd

Registered Office:

Clyde Offices, 2nd Floor

48 West George Street

Glasgow

G2 1BP

United Kingdom

Company Number: SC856320

Website:

https://www.partnerbridge.io

Support:

help@partnerbridge.io

1.3Acceptance of these Terms

You accept these Terms when you:

• create an account;
• click to accept these Terms;
• subscribe to a Service;
• access or use any PartnerBridge Service; or
• otherwise indicate your acceptance electronically.

These Terms remain in effect until your account is terminated in accordance with this Agreement.

1.4Eligibility

You must be at least eighteen (18) years of age and legally capable of entering into binding contracts to use the Services.

The Services are intended for business and professional use. They are not intended for consumer or personal use.

1.5Authority to Bind an Organisation

If you access or use the Services on behalf of a company, partnership, public body or other organisation, you represent and warrant that:

• you have authority to bind that organisation to these Terms;
• the organisation accepts these Terms;
• all references to “Customer”, “you” and “your” include that organisation.

If you do not have such authority, you must not use the Services on behalf of that organisation.

1.6Definitions

For the purposes of these Terms:

Account means a registered PartnerBridge customer account.

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 authorised by the Customer to access the Services.

Beta Services means preview, evaluation, experimental or pre-release functionality made available by PartnerBridge.

Customer Content means all information, documents, files, datasets, prompts, submissions and other material uploaded, submitted or otherwise provided by the Customer through the Services.

Documentation means any user guides, knowledge base articles, technical documentation or other supporting material published by PartnerBridge.

Intellectual Property Rights means all copyright, patents, trademarks, trade secrets, database rights, design rights and all similar intellectual property rights recognised anywhere in the world.

Services means the PartnerBridge platform, including RelateIQ, Precision Insights, Activate, APIs, customer portals, websites, documentation, reports, AI-assisted functionality and any other products or services made available by PartnerBridge.

Subscription means the commercial licence granted to access paid Services.

1.7Scope

These Terms apply to all current and future PartnerBridge Services unless separate written terms expressly apply to a particular product or service.

Where additional product-specific terms, order forms, enterprise agreements or Data Processing Addenda have been executed, those documents shall prevail to the extent of any inconsistency.

The Services

2.1Description of the Services

PartnerBridge develops software designed to help organisations identify, evaluate, prioritise and manage technology partnerships through evidence-based analysis, AI-assisted workflows and structured commercial intelligence.

Our Services may include:

• RelateIQ;
• Precision Insights;
• Activate;
• customer workspaces;
• AI-assisted analysis tools;
• reporting functionality;
• evidence generation;
• collaboration features;
• APIs and integrations;
• documentation and knowledge resources; and
• additional products or services introduced from time to time.

The precise functionality available depends on the Customer’s Subscription, plan or authorised access level.

2.2Service Improvements

We continually develop and improve the Services.

Accordingly, we may add, modify, replace, enhance or discontinue features where reasonably necessary to:

• improve functionality;
• improve security;
• improve performance;
• comply with legal or regulatory requirements;
• respond to technological developments; or
• support evolving customer needs.

Where reasonably practicable, we will endeavour to provide advance notice of material changes that significantly affect paid Services.

2.3Future Services

PartnerBridge may introduce additional software products, modules, integrations, APIs or services in the future.

Unless expressly stated otherwise, these Terms will apply to those Services.

2.4Beta Services

From time to time we may make Beta Services available for evaluation.

Beta Services are provided for testing and feedback purposes and may:

• be incomplete;
• contain defects;
• change without notice;
• be withdrawn at any time; or
• never become generally available.

Unless expressly stated otherwise, Beta Services are provided “as is” without service level commitments or warranties.

Customers use Beta Services at their own discretion.

2.5Trial Services

PartnerBridge may offer free trials, demonstrations or evaluation access.

Trial Services may be subject to:

• usage limits;
• time limits;
• feature restrictions;
• storage limits; or
• other conditions communicated at the time of registration.

PartnerBridge may suspend or terminate Trial Services at any time without liability.

2.6Third-Party Services

Certain functionality may integrate with or rely upon third-party services.

PartnerBridge is not responsible for the availability, security or performance of third-party products or services beyond our reasonable control.

Your use of third-party services may also be subject to separate terms published by those providers.

Accounts

3.1Account Registration

Access to certain Services requires the creation of an Account.

When creating an Account, you agree to provide accurate, complete and current information and to keep that information updated.

You are responsible for ensuring that all information associated with your Account remains accurate.

3.2Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account.

You must:

• maintain secure passwords;
• prevent unauthorised access to your credentials;
• notify PartnerBridge promptly of any suspected unauthorised use or security incident; and
• take reasonable steps to safeguard access to the Services.

PartnerBridge is not responsible for losses arising from your failure to protect your Account credentials.

3.3Authorised Users

The Customer may permit Authorised Users to access the Services in accordance with the applicable Subscription.

The Customer is responsible for:

• managing Authorised User access;
• ensuring Authorised Users comply with these Terms;
• removing access where no longer required; and
• all activities undertaken using Customer Accounts.

3.4Organisation Ownership

Where an Account is created using a business email address or on behalf of an organisation, the Account, associated Customer Content and Subscription shall be deemed to belong to that organisation rather than the individual user.

PartnerBridge reserves the right to transfer administrative control of organisational Accounts where reasonably necessary to reflect legitimate organisational ownership or authority.

3.5Suspension of Accounts

PartnerBridge may suspend access to all or part of the Services where reasonably necessary to:

• investigate suspected security incidents;
• prevent fraud or unlawful activity;
• protect the integrity, security or availability of the Services;
• comply with legal obligations;
• investigate suspected breaches of these Terms; or
• prevent harm to PartnerBridge, other customers or third parties.

Where reasonably practicable, we will provide notice before suspension or as soon as reasonably possible afterwards.

3.6Customer Termination

You may terminate your Account at any time by following the account closure process within the Services or by contacting PartnerBridge.

Termination does not relieve the Customer of any outstanding payment obligations incurred prior to termination.

3.7PartnerBridge Termination

PartnerBridge may terminate or suspend these Terms or your access to the Services where:

• you materially breach these Terms;
• required fees remain unpaid following reasonable notice;
• continued access would violate applicable law;
• fraudulent, abusive or unlawful activity is suspected; or
• continued provision of the Services is no longer commercially or technically practicable.

Except where immediate termination is necessary, PartnerBridge will generally provide reasonable notice and, where appropriate, an opportunity to remedy the breach.

3.8Effect of Termination

Upon termination:

• your right to access the Services immediately ceases;
• PartnerBridge may disable or remove access to Customer Accounts;
• Customer Content will be handled in accordance with our Privacy Policy, Data Processing Addendum (where applicable) and data retention practices; and
• provisions intended to survive termination, including those relating to confidentiality, intellectual property, payment obligations, liability and dispute resolution, shall continue in effect.

Customer Content

4.1Ownership of Customer Content

As between the Parties, the Customer retains all right, title and interest in and to Customer Content.

Nothing in these Terms transfers ownership of Customer Content to PartnerBridge.

For the purposes of these Terms, Customer Content includes all documents, files, datasets, prompts, company information, configurations, reports, communications and other material uploaded, submitted or otherwise provided by the Customer through the Services.

4.2Licence to PartnerBridge

The Customer grants PartnerBridge a worldwide, non-exclusive, royalty-free licence, for the duration of the Customer’s use of the Services, to host, store, copy, process, analyse, transmit and otherwise use Customer Content solely to the extent reasonably necessary to:

• provide and operate the Services;
• generate reports, recommendations and analyses;
• deliver AI-assisted functionality;
• maintain and improve platform performance;
• provide customer support;
• protect the security and integrity of the Services; and
• comply with applicable legal and regulatory obligations.

This licence automatically terminates when Customer Content is deleted or the applicable retention period expires, except where continued processing is required by law or for the establishment, exercise or defence of legal claims.

4.3Customer Responsibilities

The Customer represents and warrants that:

• it owns, controls or has all necessary rights, licences and permissions to upload Customer Content;
• uploading and using Customer Content through the Services does not infringe the rights of any third party;
• Customer Content complies with all applicable laws and regulations; and
• any personal data included within Customer Content has been collected and disclosed in accordance with applicable data protection laws.

The Customer remains solely responsible for the legality, accuracy and completeness of Customer Content.

4.4Company Information

The Services may process information relating to businesses, software vendors, products, technology partnerships, integrations, marketplaces and other commercial information.

Such information may originate from:

• Customer Content;
• publicly available sources;
• PartnerBridge analysis;
• customer-provided business information; or
• other lawful sources.

Except where such information constitutes Customer Content or personal data, PartnerBridge may use aggregated and non-confidential commercial information to improve the Services, methodologies and analytical models.

PartnerBridge will not disclose Customer Confidential Information except as permitted by these Terms, our Privacy Policy or any applicable agreement between the Parties.

4.5Feedback

If the Customer provides suggestions, comments, ideas or other feedback relating to the Services, PartnerBridge may use that feedback without restriction or compensation, provided that such use does not disclose the Customer’s Confidential Information.

The Customer is not obliged to provide feedback.

4.6Data Protection

Where Customer Content contains personal data, PartnerBridge will process that information in accordance with:

• applicable data protection laws;
• our Privacy Policy;
• any applicable Data Processing Addendum; and
• documented instructions provided by the Customer where PartnerBridge acts as a Data Processor.

AI-Assisted Services

5.1Use of Artificial Intelligence

Certain Services incorporate artificial intelligence and machine learning technologies to assist with the analysis of business information, technology partnerships, commercial relationships and Customer Content.

AI-assisted functionality is designed to support, rather than replace, informed human decision-making.

5.2Nature of AI Outputs

AI-generated content, recommendations, summaries, classifications, scores, analyses and reports are generated using probabilistic technologies.

Accordingly, AI Outputs:

• may contain inaccuracies;
• may be incomplete;
• may reflect incomplete or outdated information;
• should not be interpreted as statements of objective fact; and
• should be independently reviewed before being relied upon.

The Customer remains responsible for evaluating the suitability of AI Outputs for its intended purposes.

5.3No Professional Advice

Unless expressly agreed in writing, the Services do not provide:

• legal advice;
• financial advice;
• investment advice;
• accounting advice;
• tax advice;
• regulatory advice; or
• any other professional advice.

The Services are intended to support commercial decision-making and internal analysis only.

Customers should obtain appropriate independent professional advice where required.

5.4Customer Responsibility

The Customer remains solely responsible for:

• decisions made using the Services;
• actions taken based on AI Outputs;
• validating recommendations before implementation;
• verifying factual accuracy where appropriate; and
• ensuring compliance with applicable laws and internal policies.

PartnerBridge does not make business decisions on behalf of Customers.

5.5AI Providers

PartnerBridge may utilise third-party AI technologies as part of the Services.

Where third-party AI providers are used:

• appropriate contractual safeguards will be implemented where required;
• personal data will be processed in accordance with applicable data protection laws;
• Customer Content will not intentionally be used to train publicly available AI models unless expressly agreed with the Customer; and
• PartnerBridge remains responsible for the overall delivery of the Services.

Further information regarding our use of AI is available in our AI Transparency and Acceptable Use Policy.

5.6Service Evolution

AI technologies evolve rapidly.

PartnerBridge may improve, replace or modify AI models, prompts, methodologies and analytical processes from time to time to improve the quality, security, reliability or functionality of the Services.

Such changes do not affect Customer ownership of Customer Content.

Acceptable Use

6.1General Obligations

The Customer must use the Services lawfully, responsibly and in accordance with these Terms.

The Customer is responsible for ensuring that all Authorised Users comply with this Section.

6.2Prohibited Activities

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

• use the Services for any unlawful, fraudulent or deceptive purpose;
• infringe the intellectual property or other legal rights of any person;
• upload unlawful, defamatory, obscene, discriminatory or malicious content;
• upload malware, ransomware, spyware, viruses or other harmful code;
• interfere with or disrupt the Services or supporting infrastructure;
• attempt unauthorised access to any system, account or data;
• circumvent authentication or security controls;
• share login credentials with unauthorised individuals;
• impersonate another person or organisation;
• reverse engineer, decompile or otherwise attempt to derive the source code of the Services except where expressly permitted by applicable law;
• conduct penetration testing or vulnerability scanning without PartnerBridge’s prior written consent;
• scrape, harvest or systematically extract data from the Services except through authorised APIs or features;
• use automated scripts, bots or other automated methods to overload or abuse the Services;
• interfere with the availability or performance of the Services, including through denial-of-service attacks or similar activities;
• attempt to manipulate, deceive or intentionally compromise AI-assisted functionality through prompt injection, adversarial inputs or other techniques designed to circumvent intended safeguards;
• remove or alter copyright notices, proprietary notices or branding;
• upload material that the Customer is not legally entitled to use; or
• use the Services in any manner that could reasonably damage PartnerBridge, other customers or third parties.

6.3Fair Usage

Where Services are subject to usage limits, reasonable use policies or Subscription restrictions, the Customer agrees not to intentionally circumvent those limitations.

PartnerBridge may implement reasonable technical controls to protect the stability, security and performance of the Services for all customers.

6.4Security Incidents

The Customer must promptly notify PartnerBridge if it becomes aware of:

• unauthorised access to an Account;
• compromised credentials;
• suspected misuse of the Services;
• security vulnerabilities affecting Customer use of the Services; or
• any activity that could reasonably threaten the security or integrity of the Services.

6.5Enforcement

PartnerBridge may investigate suspected breaches of this Section.

Where PartnerBridge reasonably believes that a breach has occurred, we may take appropriate action, including:

• issuing warnings;
• requiring remedial action;
• suspending affected Accounts;
• restricting access to particular features;
• removing unlawful or prohibited content where legally permitted; or
• terminating access to the Services in accordance with these Terms.

PartnerBridge will act reasonably and proportionately, taking into account the nature and severity of the suspected breach and, where appropriate, providing the Customer with an opportunity to remedy the issue before terminating access.

Intellectual Property

7.1PartnerBridge Intellectual Property

The Services, including their design, functionality and underlying technology, are owned by PartnerBridge or its licensors and are protected by intellectual property laws.

Unless expressly stated otherwise, PartnerBridge retains all right, title and interest in and to:

• the Services;
• software and source code;
• algorithms;
• analytical models;
• artificial intelligence workflows;
• prompts and prompt engineering;
• databases;
• recommendation frameworks;
• evidence methodologies;
• scoring methodologies;
• user interfaces;
• documentation;
• trademarks, logos and branding;
• reports, templates and standard materials developed by PartnerBridge;
• know-how, trade secrets and confidential business information; and
• all related Intellectual Property Rights.

No ownership rights are transferred to the Customer under these Terms.

7.2Customer Intellectual Property

The Customer retains ownership of all Intellectual Property Rights in Customer Content, including:

• uploaded documents;
• datasets;
• files;
• business information;
• proprietary materials;
• customer branding; and
• other content supplied by the Customer.

PartnerBridge acquires no ownership rights in Customer Content except for the limited licence granted under Section 4.

7.3Generated Outputs

Subject to these Terms, applicable law and any third-party rights, the Customer may use reports, analyses, recommendations and other outputs generated specifically for the Customer through the Services for its own internal business purposes.

Nothing in this Section transfers ownership of:

• the underlying Services;
• PartnerBridge methodologies;
• analytical frameworks;
• algorithms;
• AI models;
• prompts;
• software;
• evidence generation processes; or
• other PartnerBridge Intellectual Property used to generate such outputs.

The Customer may not represent generated outputs as having been independently created by the Customer where doing so would infringe PartnerBridge’s Intellectual Property Rights or mislead third parties.

7.4Feedback and Suggestions

Where the Customer voluntarily provides ideas, suggestions, enhancement requests or other feedback relating to the Services, PartnerBridge may use that feedback without restriction or payment, provided such use does not disclose the Customer’s Confidential Information.

7.5No Implied Rights

Except for the limited rights expressly granted under these Terms, no licence or other rights are granted by implication, estoppel or otherwise.

All rights not expressly granted are reserved by PartnerBridge.

Fees, Billing and Subscriptions

8.1Subscription Plans

Certain Services are provided on a subscription basis, while others may be offered as one-time packages, enterprise services or free plans.

Current subscription plans, pricing, included features and usage entitlements are published on our Subscription Information page and may be updated from time to time.

The features available to a Customer depend on the applicable Subscription.

8.2Billing

Where applicable, subscription fees are payable in advance using the payment method selected by the Customer.

The Customer authorises PartnerBridge or its payment provider to collect recurring subscription fees until the Subscription is cancelled in accordance with these Terms.

Failure to make payment may result in suspension or termination of access to paid Services.

8.3Taxes

Unless expressly stated otherwise, all fees are exclusive of VAT, sales taxes, withholding taxes, duties and similar governmental charges.

The Customer is responsible for paying all applicable taxes associated with its purchase or use of the Services, other than taxes based solely on PartnerBridge’s income.

8.4Renewals

Unless otherwise agreed in writing or stated within the applicable Subscription, paid subscriptions renew automatically for successive subscription periods.

Customers may cancel automatic renewal in accordance with the Subscription Information applicable to their plan.

8.5Upgrades

Customers may upgrade their Subscription at any time, subject to the plans made available by PartnerBridge.

Where reasonably applicable, PartnerBridge may apply a prorated adjustment to reflect the remaining subscription period.

Additional features may become available immediately upon successful processing of the upgrade.

8.6Downgrades

Customers may downgrade their Subscription where that option is available.

Downgrades generally take effect at the start of the next billing period unless otherwise specified.

Downgrading may result in reduced functionality, lower usage limits or the loss of access to certain features.

Customers are responsible for exporting any information that may no longer be accessible under a lower-tier Subscription before the downgrade takes effect.

8.7Refunds

Except where required by applicable law or expressly stated in writing, subscription fees and service charges are non-refundable.

Nothing in this Section affects any statutory rights that cannot lawfully be excluded.

8.8Changes to Pricing

PartnerBridge may update pricing, Subscription plans or included features from time to time.

Where pricing changes affect an existing paid Subscription, we will provide reasonable advance notice before the revised pricing takes effect.

Changes will not apply retrospectively.

8.9Enterprise Services

Certain enterprise engagements, consulting services, implementation projects or bespoke commercial arrangements may be governed by separate statements of work, order forms or enterprise agreements.

Where such agreements conflict with these Terms, the signed commercial agreement will prevail to the extent of the inconsistency.

Service Availability

9.1Commercially Reasonable Efforts

PartnerBridge will use commercially reasonable efforts to make the Services available in a secure, reliable and consistent manner.

The Customer acknowledges that internet-based software services may occasionally experience interruptions, delays or technical issues beyond PartnerBridge’s reasonable control.

9.2Planned Maintenance

PartnerBridge may carry out scheduled maintenance to improve the performance, security or functionality of the Services.

Where reasonably practicable, planned maintenance will be scheduled outside normal UK business hours and advance notice will be provided where the maintenance is expected to materially affect service availability.

9.3Emergency Maintenance

PartnerBridge may perform emergency maintenance at any time where reasonably necessary to:

• address security vulnerabilities;
• protect customer data;
• prevent service disruption;
• comply with legal obligations; or
• maintain the integrity of the Services.

Emergency maintenance may occur without prior notice where immediate action is reasonably required.

9.4Service Interruptions

PartnerBridge is not responsible for service interruptions caused by:

• internet service provider failures;
• telecommunications failures;
• failures of third-party infrastructure or services;
• force majeure events;
• customer equipment or software;
• misuse of the Services; or
• circumstances beyond PartnerBridge’s reasonable control.

9.5Availability Targets

Unless expressly agreed in a separate written Service Level Agreement (“SLA”), PartnerBridge does not guarantee uninterrupted or error-free operation of the Services.

Any uptime targets, response commitments or service credits apply only where expressly stated in an applicable SLA or published Subscription Information.

9.6Service Improvements

PartnerBridge continually develops and enhances the Services.

Accordingly, features, functionality, interfaces and supporting technologies may evolve over time to improve security, performance, usability, legal compliance or customer value.

PartnerBridge will use reasonable efforts to avoid materially reducing the core functionality of paid Services during an active subscription term, except where changes are necessary to address security risks, legal obligations or circumstances beyond our reasonable control.

Data Protection

10.1Privacy

PartnerBridge processes personal data in accordance with applicable data protection laws, including the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018 and, where applicable, other relevant privacy legislation.

Details of how PartnerBridge collects, uses, stores and protects personal data are set out in our Privacy Policy, which forms part of the contractual framework governing your use of the Services.

10.2Cookies and Similar Technologies

PartnerBridge uses cookies and similar technologies to operate, secure and improve the Services.

Information regarding the categories of cookies we use, the purposes for which they are used and the choices available to users is provided in our Cookie Policy.

By using the Services, you acknowledge that cookies may be used in accordance with our Cookie Policy and any preferences selected through our cookie management tools.

10.3Data Processing

Where PartnerBridge processes personal data solely on behalf of a Customer, PartnerBridge acts as a Data Processor and the Customer acts as the Data Controller (or equivalent under applicable law).

Where required by applicable data protection laws, the Parties shall enter into a separate Data Processing Addendum (“DPA”), which governs the processing of personal data on behalf of Customers and forms part of the contractual relationship between the Parties.

The DPA prevails over these Terms solely in relation to matters concerning the processing of personal data.

10.4Customer Responsibilities

Where the Customer uploads or otherwise provides personal data through the Services, the Customer represents and warrants that it has all necessary rights, permissions and legal authority to do so.

The Customer remains responsible for determining the lawful basis upon which personal data is collected and submitted to the Services.

10.5Security

PartnerBridge implements appropriate technical and organisational measures designed to protect Customer Content and personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access.

Further information regarding our security practices is available in our Privacy Policy and other published documentation.

Confidentiality

11.1Confidential Information

Each Party agrees to protect the Confidential Information of the other Party using at least the same degree of care that it applies to its own confidential information of a similar nature, and in any event no less than a commercially reasonable standard of care.

Confidential Information may be used solely for the purposes of performing obligations or exercising rights under these Terms.

Neither Party shall disclose Confidential Information to any third party except:

• with the other Party’s prior written consent;
• where disclosure is required by law or a competent authority; or
• to employees, contractors, professional advisers or service providers who have a legitimate need to know and are subject to appropriate confidentiality obligations.

11.2Public Mutual Non-Disclosure Agreement

PartnerBridge publishes a standard Mutual Non-Disclosure Agreement (“Mutual NDA”) to facilitate discussions with prospective customers, partners and investors.

Unless expressly accepted by both Parties or incorporated into a separate written agreement, the published Mutual NDA does not automatically apply to the use of the Services.

Where the Parties execute the Mutual NDA or another confidentiality agreement, that agreement shall govern pre-contractual disclosures and, where expressly stated, may supplement these Terms.

11.3Survival

The confidentiality obligations contained in this Section continue following termination of these Terms for so long as the relevant information remains confidential under applicable law or any separately executed confidentiality agreement.

Warranties and Disclaimers

12.1Mutual Authority

Each Party represents and warrants that:

• it has the legal authority to enter into these Terms;
• these Terms constitute a legally binding agreement upon that Party; and
• it will comply with all applicable laws in performing its obligations under these Terms.

12.2Service Warranty

PartnerBridge warrants that it will provide the Services using reasonable skill and care consistent with generally accepted industry practices for commercial software services.

Except as expressly stated in these Terms, no additional warranties are given.

12.3General Disclaimer

To the fullest extent permitted by applicable law, and except as expressly stated in these Terms, the Services are provided on an “as available” and, where legally permissible, “as is” basis.

PartnerBridge does not warrant that the Services will:

• operate without interruption;
• be error free;
• be free from defects;
• satisfy every Customer requirement;
• be compatible with every third-party product or service; or
• achieve any particular commercial outcome.

12.4AI-Assisted Functionality

The Customer acknowledges that certain features of the Services utilise artificial intelligence and machine learning technologies.

Although PartnerBridge continually improves these capabilities, AI-assisted outputs are inherently probabilistic and may:

• contain inaccuracies;
• contain omissions;
• reflect incomplete or outdated information;
• generate unexpected results; or
• require human review and verification.

Customers should independently assess the suitability of AI-generated outputs before relying upon them.

12.5Customer Decisions

The Services are designed to assist commercial decision-making by providing structured analysis, evidence and recommendations.

PartnerBridge does not make decisions on behalf of Customers.

The Customer remains solely responsible for:

• evaluating recommendations;
• determining whether to rely upon generated outputs;
• making commercial, operational or strategic decisions; and
• implementing any actions arising from use of the Services.

12.6No Professional Advice

Unless expressly agreed in writing, the Services do not constitute, and should not be relied upon as:

• legal advice;
• financial advice;
• investment advice;
• tax advice;
• accounting advice;
• regulatory advice; or
• any other form of professional advice.

Customers should obtain independent professional advice where appropriate before making decisions that could have legal, financial or regulatory consequences.

12.7Third-Party Information

The Services may incorporate information obtained from publicly available sources, Customer Content or third-party providers.

PartnerBridge does not warrant the completeness, accuracy or continued availability of third-party information and is not responsible for errors originating from sources outside its reasonable control.

12.8Statutory Rights

Nothing in these Terms excludes or limits any warranty, guarantee or other right that cannot lawfully be excluded or limited under applicable law.

Any exclusion or limitation contained in these Terms shall apply only to the maximum extent permitted by applicable law.

Liability

13.1Nothing in these Terms excludes certain liabilities

Nothing in these Terms excludes or limits either Party’s liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• wilful misconduct;
• any liability that cannot lawfully be excluded or limited under applicable law; or
• any other liability which applicable law prohibits from being excluded.

13.2Exclusion of Indirect Losses

To the fullest extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary or punitive loss or damage arising out of or in connection with these Terms.

Without limitation, neither Party shall be liable for:

• loss of profit;
• loss of revenue;
• loss of anticipated savings;
• loss of business opportunity;
• loss of goodwill;
• loss of reputation;
• loss of contracts;
• loss of customers;
• loss of data, except to the extent resulting directly from that Party’s breach of these Terms; or
• business interruption,

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if advised that such losses were possible.

13.3Liability Cap

Subject to Sections 13.1 and 13.4, the aggregate liability of PartnerBridge arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the Customer to PartnerBridge under these Terms during the twelve (12) months immediately preceding the event giving rise to the claim.

Where the Customer is using a free Service and has paid no fees to PartnerBridge during the relevant period, PartnerBridge’s total aggregate liability shall not exceed one hundred pounds sterling (£100).

13.4Liability Not Subject to the Cap

The limitations contained in Section 13.3 shall not apply to:

• liability arising under Section 13.1;
• infringement or misappropriation of the other Party’s Intellectual Property Rights;
• breaches of confidentiality obligations resulting from intentional or reckless misconduct; or
• any liability which applicable law does not permit to be limited.

13.5Customer Responsibility

The Customer acknowledges that the Services are intended to assist commercial decision-making and not to replace the Customer’s independent judgement.

The Customer remains solely responsible for decisions made using the Services, including decisions based upon reports, recommendations, AI-assisted outputs or analytical information generated through the platform.

13.6Mitigation

Each Party shall take reasonable steps to mitigate any loss or damage suffered arising from any breach of these Terms.

Suspension and Termination

14.1Customer Termination

The Customer may terminate its Subscription or close its Account at any time in accordance with the applicable Subscription terms or by contacting PartnerBridge.

Termination does not relieve the Customer of any payment obligations accrued prior to the effective date of termination.

14.2Suspension by PartnerBridge

PartnerBridge may suspend access to all or part of the Services where reasonably necessary to:

• investigate suspected breaches of these Terms;
• prevent fraud or unlawful activity;
• protect the security or integrity of the Services;
• investigate security incidents;
• comply with legal or regulatory obligations;
• protect other customers or third parties; or
• prevent material harm to PartnerBridge or its systems.

Where reasonably practicable, PartnerBridge will provide advance notice of suspension or, where immediate action is required, notice as soon as reasonably possible afterwards.

14.3Termination by PartnerBridge

PartnerBridge may terminate these Terms or the Customer’s access to the Services immediately where:

• the Customer commits a material breach of these Terms which is incapable of remedy;
• the Customer fails to remedy a material breach within thirty (30) days after receiving written notice requiring it to do so;
• continued provision of the Services would violate applicable law;
• the Customer engages in fraudulent, abusive or illegal activity;
• the Customer repeatedly violates the Acceptable Use provisions of these Terms; or
• continued provision of the Services is no longer commercially or technically practicable.

14.4Insolvency

Either Party may terminate these Terms immediately by written notice if the other Party:

• enters liquidation or administration;
• becomes insolvent;
• ceases or threatens to cease carrying on business;
• makes an arrangement with creditors; or
• becomes subject to any equivalent insolvency process under applicable law.

14.5Effect of Termination

Upon termination:

• all rights granted to the Customer under these Terms immediately cease;
• the Customer must cease using the Services;
• PartnerBridge may disable or delete Customer Accounts in accordance with its data retention practices;
• outstanding fees remain immediately payable; and
• any provisions intended to survive termination shall continue in effect.

14.6Survival

The following provisions survive termination to the extent necessary to give them effect:

• Intellectual Property;
• Confidentiality;
• Fees accrued before termination;
• Liability;
• Data Protection obligations;
• Dispute Resolution;
• Governing Law; and
• any other provision which by its nature is intended to survive termination.

General

15.1Force Majeure

Neither Party shall be liable for any delay or failure in performing its obligations under these Terms where such delay or failure results from circumstances beyond its reasonable control, including:

• natural disasters;
• fire;
• flood;
• war;
• terrorism;
• civil unrest;
• industrial disputes;
• failures of telecommunications or internet infrastructure;
• widespread cyber incidents;
• governmental action; or
• failures of third-party infrastructure providers.

The affected Party shall use reasonable efforts to minimise the effects of the event and resume performance as soon as reasonably practicable.

15.2Assignment

The Customer may not assign, transfer or otherwise dispose of any rights or obligations under these Terms without PartnerBridge’s prior written consent.

PartnerBridge may assign or transfer these Terms in connection with:

• a merger;
• acquisition;
• corporate restructuring;
• sale of all or substantially all of its assets; or
• transfer of the Services to a successor organisation,

provided that such assignment does not materially reduce the Customer’s contractual protections under these Terms.

15.3Notices

Any notice given under these Terms shall be in writing and may be delivered:

• by email;
• through the Services where appropriate; or
• by recognised postal or courier service.

Notices to PartnerBridge should be sent to help@partnerbridge.io, unless another address has been specified in writing.

Electronic notices are deemed received on the first Business Day following transmission, unless the sender receives notice of delivery failure.

For the purposes of these Terms, Business Day means any day other than a Saturday, Sunday or public holiday in Scotland.

15.4Severability

If any provision of these Terms is held to be unlawful, invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

15.5Waiver

No failure or delay by either Party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy.

Any waiver shall be effective only if made expressly in writing.

15.6Entire Agreement

These Terms, together with any documents expressly incorporated by reference, including the Privacy Policy, Cookie Policy, AI Transparency and Acceptable Use Policy, any applicable Data Processing Addendum, Subscription Information, Order Forms and any other executed agreements between the Parties, constitute the entire agreement between the Parties relating to the Services and supersede all prior discussions, negotiations, representations and agreements relating to their subject matter.

Nothing in this Section limits liability for fraudulent misrepresentation.

15.7Amendments

PartnerBridge may update these Terms from time to time to reflect changes in:

• the Services;
• applicable law;
• regulatory requirements;
• security practices;
• technology; or
• our business operations.

Where changes materially affect Customers’ rights or obligations, PartnerBridge will provide reasonable notice before the updated Terms take effect.

Continued use of the Services after the effective date of revised Terms constitutes acceptance of those revised Terms.

15.8Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Scotland.

The courts of Scotland shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, except where applicable law requires otherwise.

15.9Language

These Terms are drafted in the English language.

If these Terms are translated into any other language, the English version shall prevail to the extent of any inconsistency.