Terms of Service

By accessing or using the Platform, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation.

Phrony may update these Terms from time to time. Material changes will be communicated by email or through the Platform with a minimum 30-day notice period. Continued use of the Platform after notice constitutes acceptance of the updated Terms. For Enterprise customers under a signed Order Form, changes do not apply retroactively to the current subscription term unless expressly agreed.

Phrony provides an AI agent runtime and governance platform. Phrony is not a chatbot, workflow engine, or LLM. Phrony provides the execution environment within which AI agents operate, controlling how they reason, act, and make decisions, with full auditability.

Phrony does not generate AI decisions itself. The LLM configured by the Customer generates outputs. Phrony governs, logs, and enforces guardrails around those outputs.

Phrony offers multiple service tiers, including Sandbox, Starter, Pro, and Enterprise. SaaS tiers are billed on a session-based model. Enterprise self-hosted deployments are licensed separately under annual agreements as set out in the applicable Order Form.

LLM token costs are the Customer's responsibility. Where Phrony routes LLM API calls on behalf of the Customer (SaaS tiers), token costs are passed through with transparent per-session cost reporting.

Phrony may adjust pricing with 60 days' notice. Active subscriptions will not be affected until the next renewal period. For Enterprise customers under a multi-year Order Form, pricing for the committed term is fixed except as specifically set out in that Order Form.

Phrony retains all intellectual property rights in the Platform, including its software, architecture, documentation, and branding. These Terms do not grant the Customer any rights in Phrony's intellectual property except the limited, non-exclusive, non-transferable right to use the Platform as described herein and in the applicable Order Form.

The Customer retains all intellectual property rights in its data, agent configurations, and outputs generated through its use of the Platform. The Customer grants Phrony a limited licence to process such data solely to the extent necessary to provide the Platform service.

Phrony's data processing practices are described in our Privacy Policy.

Self-hosted deployments. Phrony does not access, process, or store data flowing through your self-hosted Phrony instance. Phrony's role is limited to software licensing, delivery, and support.

SaaS deployments. Data processing is governed by a separate Data Processing Agreement (DPA) provided upon request. Phrony acts as data processor; the Customer is the data controller.

Phrony provides governance infrastructure designed to support Customer compliance with the EU AI Act for high-risk AI applications. Phrony's technical controls are designed to support the Customer's compliance obligations under Articles 9, 11, 12, 13, 14, and 15 of Regulation (EU) 2024/1689.

Phrony is positioned as a third-party component supplier under Article 25 of the EU AI Act. Phrony is not the provider of the Customer's high-risk AI system. The Customer bears full provider obligations under the EU AI Act for its deployed AI system, including conformity assessment, CE marking, EU database registration, and post-market monitoring.

Customers deploying high-risk AI systems on the Platform may enter into an Article 25 Customer Agreement with Phrony, specifying the technical documentation, cooperation, and support Phrony provides.

Phrony targets 99.9% monthly uptime for SaaS deployments, excluding scheduled maintenance. Scheduled maintenance windows will be communicated at least 48 hours in advance. Specific service levels, service credits, and measurement methodology for Enterprise customers are set out in the applicable Order Form.

Self-hosted deployments operate on the Customer's infrastructure and are not subject to Phrony's availability commitments.

Phrony does not guarantee the availability, accuracy, or performance of third-party LLM providers. Outages or degradations of LLM providers are outside Phrony's control.

Phrony warrants that the Platform will perform materially in accordance with its published documentation. Phrony will use commercially reasonable efforts to correct material defects in the Platform.

AI output disclaimer. The Customer acknowledges that the Platform relies on third-party LLMs to generate reasoning and outputs. Phrony does not warrant the accuracy, completeness, or fitness for a particular purpose of any AI-generated reasoning, decision, or output. The Customer is responsible for validating AI outputs before using them to make consequential decisions.

Except as expressly stated in these Terms or in an applicable Order Form, the Platform is provided "as is" and Phrony disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by Dutch law.

Subject to the carve-outs in clause 12.2, and to the maximum extent permitted by applicable law, each party's total aggregate liability under or in connection with these Terms shall not exceed the total fees paid by the Customer to Phrony in the 12 months preceding the event giving rise to the claim.

Neither party shall be liable for:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, or business opportunities.
• Decisions made by AI agents, including LLM-generated outputs, except to the extent caused by Phrony's gross negligence or wilful misconduct.
• The Customer's failure to comply with applicable laws or regulations.
• Third-party LLM provider outages or errors.

12.2 Carve-outs from the liability cap

The liability cap in clause 12.1 does not apply to:

• Phrony's obligations under clause 13 (IP indemnification).
• The Customer's obligations under clause 14 (Customer indemnification).
• Breach of confidentiality obligations under clause 16.
• Fraud, gross negligence, or wilful misconduct.
• Any liability that cannot be limited or excluded under applicable Dutch or EU law, including liability for death or personal injury caused by negligence.

For claims arising from data protection breaches caused by Phrony, liability is capped at two times the fees paid by the Customer to Phrony in the 12 months preceding the claim, subject to the exclusions above.

Phrony will defend the Customer against any third-party claim alleging that the Customer's use of the Platform, as authorised under these Terms, infringes the third party's intellectual property rights. Phrony will pay damages finally awarded against the Customer or amounts agreed in settlement, provided that the Customer promptly notifies Phrony of the claim, grants Phrony sole control of the defence, and provides reasonable cooperation.

This obligation does not apply to claims arising from:

• The Customer's combination of the Platform with third-party products or services not provided by Phrony, where the claim would not have arisen but for that combination.
• Modifications to the Platform made by the Customer or at its direction.
• The Customer's use of the Platform in breach of these Terms or the applicable Order Form.
• Content, data, agent configurations, or outputs supplied by the Customer or generated under the Customer's direction.
• Outputs generated by third-party LLMs. Customers should refer to the terms of their chosen LLM provider for the scope of indemnification, if any, that applies to LLM outputs.

If the Platform becomes, or in Phrony's reasonable opinion is likely to become, the subject of an infringement claim, Phrony may at its option procure the right for the Customer to continue using the Platform, modify the Platform to be non-infringing, or terminate the affected service with a pro-rata refund of prepaid fees.

For SaaS month-to-month subscriptions, either party may terminate with 30 days' written notice.

For Enterprise customers under an Order Form, termination rights are governed by the applicable Order Form, which typically provides for a fixed term with renewal and, where applicable, termination for cause.

Either party may terminate these Terms immediately for cause if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice. Phrony may terminate immediately without cure period if the Customer breaches clause 6 (Acceptable Use) or fails to pay invoices within 30 days of the due date.

Upon termination, the Customer's access to the Platform will be revoked. SaaS customers may export their data within 30 days of termination, after which data will be deleted in accordance with the Privacy Policy. Self-hosted customers retain their data on their own infrastructure; licence keys will be deactivated upon termination.

Each party agrees to treat confidential information received from the other party with the same degree of care it uses for its own confidential information, and not less than reasonable care. Confidential information includes pricing, technical documentation, business plans, and customer data.

This obligation does not apply to information that is:

• Publicly available through no fault of the receiving party.
• Independently developed without use of the disclosing party's confidential information.
• Received from a third party without restriction and without breach of confidentiality obligations.
• Required to be disclosed by law, court order, or regulatory authority, in which case the receiving party will give the disclosing party prompt notice where legally permissible.

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labour disputes, pandemics, failures of the internet or public telecommunications networks, or failures of third-party service providers not under the affected party's control.

The affected party will promptly notify the other party of the event and use commercially reasonable efforts to mitigate its impact. This clause does not excuse payment obligations.

These Terms are governed by the laws of the Netherlands, excluding its conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute arising from or in connection with these Terms will first be referred to good-faith negotiation between senior representatives of the parties for a period of 30 days. If unresolved, the parties will attempt mediation in the Netherlands for a further 60 days. If mediation fails, the dispute will be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be replaced by a valid provision that most closely reflects the original intent.

Entire agreement. These Terms, together with the Privacy Policy, any applicable Order Form, and any DPA or Article 25 Customer Agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings.

Order of precedence. In the event of conflict between these documents, the order of precedence is: (1) the applicable Order Form, (2) the DPA for data protection matters, (3) the Article 25 Customer Agreement for EU AI Act matters, (4) these Terms, (5) the Privacy Policy.

No waiver. Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

Assignment. Neither party may assign these Terms without the other party's prior written consent, except that Phrony may assign to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets.

Language. These Terms are provided in English. In the event of any discrepancy between this version and any translation, the English version prevails.