Terms of Service

These Terms of Service (“Terms”) are between Prova AI Governance Ltd, trading as Prova-AI (“we”, “us” or “our”), a company registered in England and Wales (company number 17391555) with its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, and you.

They cover two things:

• Use of our website at prova-ai.uk (sections 3 and 4), which applies to everyone who visits it.
• Our services (sections 5 to 16), which apply to a business or professional firm that engages us. Each engagement is set out in a written engagement letter, proposal or order form (an “Engagement Letter”).

If there is a conflict between an Engagement Letter signed or accepted by both parties and these Terms, the Engagement Letter prevails for that engagement. Our services are provided to businesses and professional firms. They are not provided to consumers.

• Client means the business or firm that engages us under an Engagement Letter.
• Services means the review, analysis, rule-building, re-testing and related work described in an Engagement Letter.
• Client Data means the files, documents, records and information that the Client provides to us or lets us access in order to deliver the Services.
• Rulepack means a set of rules, checks and criteria that we develop from regulation, policy and other source material, and use to test Client Data or agent actions.
• Deliverables means the reports, findings, evidence and other outputs we issue to the Client under an Engagement Letter.
• Prova-AI Materials means our Rulepacks, methods, software, templates, know-how, and the content of this website, excluding Client Data.

You may use this website for lawful business purposes. By using it you agree that you will not:

1. use it in any way that is unlawful or that breaches these Terms;
2. attempt to gain unauthorised access to the website, our systems or the data of others, or introduce malware or other harmful material;
3. use automated tools such as scrapers or bots to extract content in bulk without our written permission; or
4. copy, adapt or reuse our content or branding beyond what the law permits or what we have agreed in writing.

We aim to keep the website available and accurate, but we do not promise that it will be uninterrupted or error-free, and we may change or withdraw content at any time. Links to other websites are provided for convenience only. We do not control or endorse them.

The content of this website is general information about our services and about the regulatory environment. It is not legal, regulatory, financial or other professional advice, and you should not rely on it as such. Any sample report or score shown on the website is illustrative and does not describe a real client or a real result.

Booking a discovery call is free and creates no obligation on either side. No Services are provided and no contract for Services exists until an Engagement Letter has been agreed.

We provide specialist consulting that combines senior practitioners, automated analysis and legal oversight. In summary, we turn the rules that apply to a Client into testable Rulepacks, apply them to the Client’s files and agent actions, and report what the evidence shows.

• Fixed scope and fee. Unless an Engagement Letter says otherwise, we agree the scope, the evidence to be reviewed, the timetable and the fee in writing before work starts.
• Changes in scope. If the Client asks for work outside the agreed scope, or the Client Data differs materially from what was described, we will propose a written change, including any change to fee or timetable, and will not proceed until the Client has agreed it.
• Standard of work. We will perform the Services with reasonable skill and care, using suitably experienced practitioners.
• Automation and people. Software checks the Client Data against the agreed Rulepacks. Anything unusual or uncertain is escalated to an authorised person for a decision.
• Legal counsel. Legal counsel confirms our interpretation of each Rulepack before it is used in production, so that the rules reflect the law as accurately as possible. Counsel acts to support our work. Counsel does not act for the Client and no lawyer–client relationship arises between counsel and the Client unless a separate engagement says so.
• Re-testing and retainers. Re-tests after the Client has fixed gaps, and any ongoing retainer, are provided only as set out in an Engagement Letter.

You should understand the following when you rely on a Deliverable:

1. It reflects what we were given. Findings depend on the Client Data, instructions and information provided, and on the Rulepacks and the rules in force at the date of the work. They may not capture everything that matters.
2. It is not a compliance decision. The Client remains responsible for its own compliance, for deciding what to do about each finding, and for any reporting to regulators, insurers, clients or others. We do not guarantee that a regulator, insurer, auditor or client will reach any particular view.
3. Automated analysis can be wrong. Our process includes human review and escalation, but no automated analysis is perfect. Please raise any finding you think is mistaken, and we will review it promptly.
4. Legal questions need legal advice. Where a finding turns on a point of law, the Client should take advice from its own lawyers.

To allow us to deliver the Services, the Client will:

1. give us complete, accurate and timely Client Data, access and information, and tell us promptly if anything changes;
2. make sure it has the right and all necessary permissions, notices and lawful bases to give us the Client Data and to have us process it as described;
3. avoid giving us more personal data than is needed, and in particular special category data or criminal offence data unless the scope requires it and we have agreed how it will be handled;
4. nominate a suitably senior contact who can give instructions and decisions on its behalf;
5. keep any access credentials it holds for our systems secure, and tell us immediately of any suspected misuse; and
6. decide on, carry out and take responsibility for any remediation that follows from our findings.

If the Client does not meet these responsibilities, we may need to change the timetable or fee, and we are not responsible for resulting delay or for any limitation it places on our findings.

• Fees. Fees are fixed and set out in the Engagement Letter. Unless stated otherwise they are in pounds sterling and exclusive of VAT, which the Client will pay at the applicable rate.
• Expenses. We will charge expenses only if they were agreed in writing in advance.
• Invoices. We invoice as set out in the Engagement Letter. Where it is silent, undisputed invoices are payable within 30 days of the invoice date, by bank transfer, without set-off or deduction.
• Late payment. If an undisputed amount is paid late, we may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Services on written notice until it is paid.
• Disputed invoices. The Client must tell us of any dispute within 14 days of the invoice date and pay the undisputed part on time. We will work with the Client in good faith to resolve it.

Each party will keep confidential the other party’s non-public information that it receives in connection with the Services, will use it only for the purposes of the Services, and will not disclose it except:

1. to its personnel, legal counsel, insurers, auditors and professional advisers who need to know it and who are bound by equivalent duties of confidence;
2. to a regulator, court or authority where required by law, in which case, where lawful, it will tell the other party first; or
3. with the other party’s written consent.

These duties do not apply to information that is or becomes public other than through breach, that was already lawfully known to the recipient, or that the recipient independently develops. They continue for five years after the engagement ends, and for as long as the information remains a trade secret or is Client Data. The Client may share Deliverables as set out in section 11.

Each party will comply with the UK GDPR and the Data Protection Act 2018. For personal data in the Client Data, the Client is the controller and we are the processor, and we will process it only on the Client’s documented instructions and under the data processing terms in the Engagement Letter or a separate data processing agreement. These terms meet the requirements of UK GDPR Article 28.

For personal data about the Client’s own contacts, and about visitors to our website, we are an independent controller. Our Privacy Policy explains how we handle that data. At the end of an engagement we will return or securely delete Client Data in line with the Client’s instructions, unless the law requires us to keep it.

• Client Data stays yours. The Client keeps all rights in the Client Data. It gives us a limited, non-exclusive licence to use it only to deliver the Services.
• Prova-AI Materials stay ours. We own, or are licensed to use, all rights in the Prova-AI Materials, including Rulepacks, methods and software. Nothing in these Terms transfers them to the Client.
• Deliverables. Once the Client has paid for them, it may use and copy the Deliverables for its own business purposes, and may share them with its regulators, insurers, auditors, professional advisers and clients as evidence of its compliance work. It must not present them as legal advice or as our opinion on a matter we were not asked to consider.
• Restrictions. The Client must not reverse engineer, extract, publish or sell our Rulepacks or methods, or use Deliverables to build a competing product.
• Name and logo. “Prova-AI” and our logo are our marks. They may not be used without our written permission.

We may use third-party software, platforms, specialists and partner firms to help deliver the Services. Where we do, we remain responsible for their work as if it were our own, and we put suitable confidentiality and data protection terms in place. If a Client chooses to buy a third party’s product or service separately, that product or service is governed by the third party’s own terms, and we are not responsible for it. Mention of a third party on our website is not an endorsement.

1. What is never limited. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.
2. Excluded losses. Subject to paragraph (a), we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
3. Cap. Subject to paragraph (a), our total liability to the Client arising from or in connection with an engagement is limited to the fees paid or payable for that engagement.
4. Decisions and third parties. We are not liable for any fine, penalty or loss that results from the Client’s decisions, from its failure to act on a finding, from inaccurate or incomplete Client Data, or from the decisions of a regulator, insurer or other third party.
5. Website. The website and its general content are provided free of charge and “as is”. To the fullest extent the law permits, we are not liable for loss arising from your use of or reliance on them.
6. Time limit. The Client must tell us of any claim within 12 months of becoming aware of the circumstances.

• Duration. An engagement starts on the date stated in the Engagement Letter and continues until the Services are complete or it is ended under this section.
• Breach and insolvency. Either party may end an engagement by written notice if the other commits a material breach that it does not remedy within 30 days of being told, or if the other becomes insolvent or cannot pay its debts.
• Convenience. The Client may end an engagement for convenience on 14 days’ written notice. It must pay for work done up to the end date and for any costs we have committed in advance with its approval.
• On ending. Amounts owed fall due. We will return or securely delete Client Data in line with section 10 and the Client’s instructions. Sections that by their nature should continue, including confidentiality, intellectual property, liability, and governing law, will do so.

Events beyond reasonable control. Neither party is liable for a delay or failure caused by an event beyond its reasonable control, provided that it tells the other party promptly and takes reasonable steps to limit the effect. This does not excuse a failure to pay.

Complaints. If you are unhappy with the Services or the website, please tell us at contact@prova-ai.uk. We will acknowledge your complaint within five working days and aim to give you a full response within 20 working days.

• Entire agreement. The Engagement Letter and these Terms are the whole agreement for the Services and replace all earlier discussions and proposals. Each party confirms that it has not relied on any statement that is not written in them, except in the case of fraud.
• Changes. A change to an Engagement Letter must be in writing and agreed by both parties. We may update the website terms (sections 3 and 4) at any time by publishing them here. The Terms that apply to an engagement are the version in force when the Engagement Letter is agreed, unless the parties agree otherwise.
• Assignment and subcontracting. The Client may not assign or transfer its rights or obligations without our written consent. We may use subcontractors as described in section 12.
• Severance and waiver. If any provision is found to be invalid or unenforceable, the rest continues in force. A delay in enforcing a right is not a waiver of it.
• No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
• Third-party rights. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
• Notices. Notices must be in writing and sent by email to the address most recently notified, or to a party’s registered office. Our email address for notices is contact@prova-ai.uk.

These Terms, each Engagement Letter, and any dispute or claim arising from them or from your use of our website (including non-contractual disputes) are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any court of competent jurisdiction. Before starting formal proceedings, the parties will try in good faith to resolve a dispute through senior-level discussion for at least 30 days.

If you have any question about these Terms, contact us at contact@prova-ai.uk, or write to Prova AI Governance Ltd, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom.