Platform and Console Terms

Verinex

The governed discovery platform operated by Prodia Systems Limited, including the Console, verifier network, evidence ledger, APIs, SDKs and related documentation.

Console

The Verinex web application at console.verinex.dev through which authorised users interact with Verinex.

Customer

The organisation to which access to Verinex has been granted under an executed order form or written agreement.

Authorised User

An individual authorised by the Customer to access Verinex using credentials issued under the Customer's account.

Customer Inputs

Data, materials, instructions, prompts, configurations and other content submitted to Verinex by or on behalf of the Customer.

Outputs

Results generated by Verinex in response to Customer Inputs, including certificates, evidence records, replays, verdicts, artefacts and derived materials.

Order Form

A written ordering document executed by the Customer and Prodia Systems Limited that references and incorporates these Platform and Console Terms.

Verinex is offered only to organisations, not to consumers. The person accepting these Platform and Console Terms on behalf of the Customer represents and warrants that they have the authority to bind the Customer. The Customer must be a legal entity capable of contracting, must not be a sanctioned party under any applicable regime, and must be eligible under applicable export-control laws to receive the technology comprised in Verinex.

Access to Verinex is granted only to organisations that Prodia Systems Limitedhas approved through its access-request process. No right to access Verinex arises by registering an interest, by receiving marketing communications or by any conduct short of an executed order form or written agreement.

Each Authorised User is issued individual credentials for the Console. Credentials, access tokens, API keys and any other authentication material are unique to the user or system to whom they are issued and must not be shared, transferred or otherwise made available to any other person. The Customer must:

• configure and maintain role-based permissions consistent with least privilege;
• designate one or more organisation administrators to manage its user base;
• keep contact details for administrators current and enforce strong authentication practices;
• notify Prodia Systems Limited promptly of any suspected credential compromise.

The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own, including compliance with these Platform and Console Terms, the Acceptable Use Policy and the Responsible AI Policy. The Customer must revoke access promptly when an Authorised User no longer requires it.

Prodia Systems Limited may provision, adjust or revoke access at any time where reasonably necessary to operate Verinex safely, to prevent misuse, to comply with law or to give effect to the terms of an order form. Where access is revoked without fault of the Customer, Prodia Systems Limited will use reasonable efforts to give the Customer prior notice.

Elements of Verinex may from time to time be designated as evaluation, research, preview, beta, alpha, pre-release, experimental or limited-availability. Such elements are provided as is, may change materially or be withdrawn without notice, and are not covered by any service level, warranty or availability commitment. The Customer is responsible for satisfying itself that such elements are suitable for its intended purpose before relying on them.

The scope of Verinex made available to the Customer is described in the applicable order form and evolving product documentation. Except as expressly set out in an order form, Prodia Systems Limited makes no commitment as to specific functionality, service levels, uptime, throughput, verification results, availability of a particular capability, backwards compatibility or continued availability of any feature. Reasonable changes may be made to Verinex over time.

The Customer is responsible for the lawfulness, accuracy and completeness of Customer Inputs and for ensuring it has all rights, consents and lawful bases necessary to submit them to Verinex and to have Verinex process them for the purposes described in the order form and this document.

The Customer grants Prodia Systems Limited a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display and otherwise process Customer Inputs and Outputs solely to the extent necessary to:

• provide, operate, secure and support Verinex for the Customer;
• enforce these Platform and Console Terms and the Acceptable Use Policy;
• comply with law and respond to valid legal process, in accordance with the Privacy Notice and any applicable Data Processing Addendum;
• maintain and improve Verinex, subject to the restrictions on use of Customer data for model training set out below and in the DPA.

Each party may receive information from the other that is confidential or a trade secret. Each party will protect the other's confidential information using at least the same standard of care it uses for its own confidential information of similar importance, and in any event a reasonable standard. Confidential information may be used only for the purpose of the parties' relationship under the order form and this document, and disclosed only to personnel and advisers with a need to know who are bound by written confidentiality obligations. The Verinex platform, its verification methods, evidence formats, models, weights, code, architecture and internal documentation are the confidential information and trade secrets of Prodia Systems Limited.

Outputs may be produced in whole or in part by automated or AI-driven processes. The Customer acknowledges that:

• Outputs may be inaccurate, incomplete, biased, misleading, non-reproducible in every environment or otherwise unsuitable for the Customer's particular purpose;
• Outputs are not a substitute for professional judgement, legal advice, safety assessment or regulatory analysis;
• no guarantee is given as to originality, non-infringement, exclusivity, fitness for purpose or legality of Outputs;
• the Customer must apply human review and controls appropriate to its use case before relying on Outputs for consequential decisions.

As between the parties, Customer Inputs and other materials supplied by the Customer remain the property of the Customer or its licensors. Nothing in this document transfers ownership of Customer Inputs to Prodia Systems Limited.

As between the parties, Prodia Systems Limited owns, or is licensed to use, all rights in and to Verinex, including the platform software, source and object code, architecture, verification systems, models and weights, algorithms, workflows, interfaces, certificate formats, evidence structures, documentation, know-how, research, inventions, improvements, trademarks and other intellectual property, and all associated derivative works. Nothing in this document assigns or licenses any such rights to the Customer except the limited access rights expressly granted.

Subject to full compliance with the order form and these Platform and Console Terms,Prodia Systems Limited grants the Customer the rights to use Outputs to the extent set out in the order form. In the absence of an express statement in the order form, the Customer may use Outputs for the Customer's internal business purposes only. No claim is made as to the copyright status of any given Output produced by automated processes, and no representation is given that any Output is capable of protection as an original work by any party.

The Customer must not, and must not permit any other person to:

• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, model weights, training data, verification internals or trade secrets of Verinex, except to the extent that such restriction is expressly prohibited by mandatory applicable law;
• extract, replicate, benchmark for competitive publication, clone, mirror, resell, sublicense or make Verinex available as a service to any third party;
• use Verinex or any Output to train, fine-tune, evaluate or build a competing or substantially similar product, model, verifier or service;
• circumvent, disable or interfere with any governance, verification, safety, approval, rate-limiting, logging, access-control or audit mechanism;
• remove or obscure any proprietary notices, or use Verinex under any brand other than the Customer's own permitted use as expressly authorised;
• submit Customer Inputs in breach of any third-party right or applicable law.

If the Customer or any Authorised User provides suggestions, comments or other feedback about Verinex, Prodia Systems Limited may use that feedback for any purpose without obligation of confidence, attribution or compensation, provided that such feedback is not used to identify the Customer publicly without consent.

Use of Verinex is at all times subject to the Acceptable Use Policy, which is incorporated into these Platform and Console Terms by reference.

Use of Verinex is at all times subject to the Responsible AI and Automated Systems Policy, which is incorporated into these Platform and Console Terms by reference.

Prodia Systems Limited's processing of personal data in connection with Verinex is described in the Privacy Notice. WhereProdia Systems Limited processes personal data on behalf of the Customer as a processor, the Data Processing Addendum applies once incorporated into the executed agreement. The parties' respective roles as controller or processor for a given category of processing are as set out in the DPA and the order form.

Verinex generates audit logs, evidence records, verification certificates and related artefacts as part of its ordinary operation. These records support the governance model of the platform and may be required for internal or regulatory review. The Customer must not alter, delete, backdate, fabricate or otherwise tamper with any such records, and must not present any Output as a genuine Verinex certificate other than one actually issued by Verinex.

The Customer is responsible for determining whether its use of Verinex is compliant with the laws applicable to the Customer, including sector-specific regulation. The Customer must not use Verinex for a purpose that requires a licence, authorisation or conformity assessment the Customer does not hold, and must not represent that a Verinex Output satisfies a regulatory obligation of the Customer unless the Customer has independently confirmed that it does.

Verinex may interoperate with third-party services and may include open-source components. Third-party services are subject to their own terms and privacy notices. Open-source components are licensed under their respective licences, which are made available on request. Third-party services and open-source components are provided as is, without warranty by Prodia Systems Limited.

Prodia Systems Limited operates Verinex in accordance with the practices summarised in the Security and Trust statement. The Customer is responsible for the security of its own systems, endpoints, credentials and Customer Inputs, and for reporting suspected vulnerabilities under the Vulnerability Disclosure Policy.

Prodia Systems Limited may suspend or terminate access to Verinex, in whole or in part and with or without notice as circumstances reasonably require, where it considers that:

• the Customer or an Authorised User is in material breach of the order form, these Platform and Console Terms or an incorporated policy;
• suspension is necessary to protect Verinex, other customers, third parties or the public;
• suspension is required by law, regulator direction or valid legal process; or
• the Customer has failed to pay a due invoice after reasonable notice.

Either party may terminate the order form in accordance with its terms. In addition, the non-breaching party may terminate for material breach not cured within 30 days of written notice.

On termination, all access rights cease and the Customer must stop using Verinex. Each party will return or delete the other's confidential information in its possession, subject to legal retention requirements. Customer data will be handled in accordance with the DPA and the order form. Provisions which by their nature should survive termination will survive, including confidentiality, IP, liability, indemnity, governing law and any provisions relating to audit records.

Fees, invoicing, taxes and payment terms are set out in the order form. Nothing in this document creates a pricing commitment. Where a term in the order form conflicts with these Platform and Console Terms, the order form prevails for the matters it expressly addresses; otherwise these Platform and Console Terms prevail.

Each party warrants that it has authority to enter into the order form. Except as expressly set out in the order form, and to the fullest extent permitted by law, Verinex is provided as is and as available. All conditions, warranties and representations, whether express, implied, statutory or otherwise, including any implied warranty of satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness or uninterrupted operation, are excluded to the maximum extent permitted by law.

Neither party excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence and liability for fraud or fraudulent misrepresentation. Subject to that, neither party is liable for indirect, incidental, special, punitive or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity, or data (other than as expressly recoverable under the DPA), whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

Indemnity obligations, if any — for example in respect of third-party intellectual property claims, misuse of Verinex by the Customer or its Authorised Users, or breach of the Acceptable Use Policy — are set out in the order form.

Each party will comply with all applicable export-control laws, sanctions regimes and anti-bribery and anti-corruption laws. The Customer must not use Verinex, directly or indirectly, in or for the benefit of a sanctioned jurisdiction or a sanctioned person, or for any purpose prohibited by applicable law.

These Platform and Console Terms, the applicable order form and any policies expressly incorporated by reference constitute the entire agreement between the parties on the subject matter and supersede prior discussions and communications. Neither party may assign or subcontract its rights or obligations without the other's prior written consent, save that Prodia Systems Limited may subcontract to reputable service providers and assign to an affiliate or a successor in connection with a corporate transaction. No waiver of any right is effective unless in writing. If any provision is held to be invalid or unenforceable, the remaining provisions continue in effect. Nothing in this document creates a partnership, joint venture, agency, employment or fiduciary relationship. Notices must be given in writing to the address stated in the order form. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Order of precedence, from highest to lowest: (i) the order form; (ii) any policy expressly incorporated in the order form; (iii) the Data Processing Addendum where applicable; (iv) these Platform and Console Terms; (v) other Legal Centre documents incorporated by reference.

These Platform and Console Terms and any dispute or claim arising out of or in connection with them are governed by the laws of Ireland and are subject to the exclusive jurisdiction of the courts of Ireland.