Terms of Service

These Terms of Service (“Terms”) are an agreement between you and Pannoesis Technology One-Member Private Limited Company (“Pannoesis”, “we”, “us”), registered in Ethiopia at Summit, Lemi Kura Sub-City, Addis Ababa, Ethiopia. They govern your use of this website and of our Services.

Where documents conflict, this order applies, from strongest to weakest:

1. a signed Order Form, for the Services it covers;
2. a signed master agreement or data-processing agreement;
3. these Terms;
4. our documentation.

Our Privacy Policy explains how we handle personal information and forms part of these Terms.

• The Services are for organizations. You must be at least 18 and able to enter a binding contract.
• If you accept these Terms for an organization, you confirm that you have authority to bind it, and “you” includes that organization.
• You may not use the Services if the law, or the sanctions in section 23, prohibit it.

We provide the Services described in the Customer’s Order Form and documentation, and label each capability by maturity:

A capability that the Order Form does not name as production-supported carries no production commitment.

• An Evaluation tests whether the Services fit one decision. Its scope, measures and period are agreed in writing.
• Evaluations use synthetic data by default, and use real data only with the Customer’s written permission.
• Unless an Order Form says otherwise, an Evaluation is free of charge and provided “as is” (section 20).
• Do not rely on an Evaluation for production decisions.
• When an Evaluation ends, its data is returned or deleted as the Customer chooses, under section 7.

• Provide accurate account information and keep it up to date.
• Each Authorized User signs in as themselves; credentials are never shared.
• The Customer’s administrators decide who are Authorized Users and what roles and clearances they hold, and the Customer is responsible for their use of the Services.
• Administrators can grant, review and withdraw our support access as described in the Privacy Policy.
• Tell us promptly at contact@pannoesis.com if you suspect unauthorized access or a security weakness.

• Ownership. As between you and us, the Customer owns Customer Data and Customer Configurations.
• Our limited licence. The Customer grants us a limited, non-exclusive, non-transferable licence to host, process and transmit Customer Data only as needed to provide, secure and support the Services, following the Customer’s instructions. We receive no other right to it.
• No training. We will not use Customer Data to train, fine-tune, evaluate or improve any artificial-intelligence or machine-learning model, ours or a third party’s — except that, on the Customer’s own written instruction, a model may be adapted with its Customer Data inside its Deployment for its use only. Google user data is never used for that.
• No standing access. Our personnel access Customer Data only with the Customer’s written authorization for a specific request, or when legally compelled, as the Privacy Policy describes.
• Your responsibilities. The Customer is responsible for the accuracy and legality of Customer Data, for having the rights and lawful basis to process it, and for giving the notices and obtaining the consents the law requires — including for personal data about others.
• Export and deletion. The Customer can export Customer Data and Customer Configurations at any time during the term and for 30 days after it ends. We then delete it within 30 days and purge it from backups within a further 60 days, as the Privacy Policy describes.

• Output belongs to you. To the extent we hold rights in Output, we assign them to the Customer. Similar Output may be generated for others.
• Output can be wrong. Output comes from probabilistic models and may be inaccurate, incomplete or out of date. It is not legal, medical, financial, insurance or other professional advice.
• People decide. The Services are designed so that actions with consequences need an authenticated person’s approval. The Customer stays responsible for decisions it makes and actions it approves, and will review Output, including its cited sources, before relying on it.
• Decisions about individuals. The Customer will not configure the Services to make decisions with legal or similarly significant effects on individuals without meaningful human review, and will meet the laws that govern such decisions.
• Agent actions. An action an agent takes after an Authorized User approves it is taken on the Customer’s behalf. The Customer chooses which tools each agent may use and who may approve.
• Model providers. Where the Customer selects a third-party model provider, that provider’s terms also apply to its processing.

• The Services can connect to third-party services such as Google Workspace. By connecting one, you authorize the Services to access it within the permissions you grant, for the purposes in our Privacy Policy.
• Your use of a third-party service remains governed by its own terms, and we are not responsible for it.
• Our handling of Google user data is set out in the Google user data section of the Privacy Policy and adheres to the Google API Services User Data Policy, including the Limited Use requirements.
• You can revoke Google access at any time at myaccount.google.com/permissions, or by disconnecting the account in CaseFlow.

You will not use the Services, or allow anyone to use them, to:

1. break any applicable law or regulation, or infringe anyone’s rights;
2. monitor, profile or track individuals without lawful authority, due process and any required warrant or authorization;
3. discriminate against people on the basis of ethnicity, religion, political opinion, sex, disability or another protected characteristic;
4. facilitate violations of human rights law or international humanitarian law;
5. develop or deploy weapons, including weapons of mass destruction;
6. process data you have no right or lawful basis to process;
7. send spam or other unsolicited bulk messages, including through a connected email account;
8. present synthetic or AI-generated content as verified fact or as observed intelligence;
9. circumvent approval steps, access controls, usage limits or security measures, or impersonate another user;
10. probe, scan or test the vulnerability of the Services, except under our responsible disclosure policy;
11. upload malware or interfere with the integrity or performance of the Services;
12. copy, modify, reverse engineer or decompile the Services, except where the law expressly allows it; or
13. resell or sublicense the Services without our written agreement.

• Some uses — for example in public administration, law enforcement, health, insurance or financial services — require licences, procurement approvals, legal authority or impact assessments. The Customer obtains them before using the Services in those settings.
• The Customer keeps records of the legal basis for processing sensitive categories of data in the Services.
• We may ask for confirmation that these requirements are met, and may decline or pause work until they are.

Each party will protect the other’s confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to people who need to know it and are bound by confidentiality. Customer Data is the Customer’s confidential information. These obligations do not cover information that is public through no fault of the receiving party, already known to it, independently developed, or lawfully received from someone else. A disclosure the law compels is allowed, with prior notice where the law permits.

• We maintain administrative, technical and organizational safeguards appropriate to the sensitivity of Customer Data, as described on our Security page.
• We process personal data within Customer Data as the Customer’s processor, under the Privacy Policy and any data-processing agreement between us.
• We engage sub-processors only under written obligations at least as protective, and notify the Customer in advance of any change.
• If we become aware of a security incident affecting Customer Data, we notify the Customer without undue delay — and where feasible within 72 hours — with the information it needs to meet its own obligations.
• We answer reasonable security questionnaires and audit requests, under confidentiality, as the Order Form sets out.

• We and our licensors own the Services, the software, the models we provide, the documentation, and the Pannoesis and CaseFlow names and marks. These Terms grant no rights in them beyond use of the Services during the term.
• The Customer owns Customer Data, Output (section 8) and Customer Configurations.
• If you give us feedback, we may use it to improve the Services without obligation. Feedback never includes Customer Data.
• Open-source components in the Services are licensed under their own licences, which prevail for those components.

• The Customer pays the fees in its Order Form, on the terms stated there.
• Unless the Order Form says otherwise, fees are in Ethiopian birr, exclusive of value-added tax and other applicable taxes, and due within 30 days of invoice.
• Invoice disputes must be raised in good faith within 15 days of receipt; the undisputed part stays payable.
• We may suspend Services for invoices more than 30 days overdue, after written notice and a further 15 days to pay.

• Support channels, hours, response targets and any availability commitment are set out in the Order Form.
• Where a service level is missed, the remedy is the one the Order Form names.
• Support never requires us to access Customer Data without the authorization the Privacy Policy describes.

• We may update the Services. We will not materially reduce the core functionality of a subscribed Service during its term.
• We give at least 90 days’ notice before retiring a production-supported capability.
• Security fixes may be applied without notice when waiting would put Customers at risk.

Apart from suspension for overdue invoices under section 15, we may suspend access immediately, and only to the extent necessary, to prevent a security threat, serious harm or a violation of law, or for a breach of section 10. We will tell the Customer why and restore access once the cause is resolved.

• The term is set in the Order Form.
• Either party may terminate for a material breach that remains uncured 30 days after written notice.
• When the agreement ends, use of the Services stops, the Customer has 30 days to export its data, and we then delete Customer Data — and later its backups — as section 7 and the Privacy Policy describe.
• Sections that by their nature should survive — data, confidentiality, intellectual property, liability and governing law — survive termination.

For production-supported Services under a paid Order Form, we warrant that they will perform materially as documented. If they do not, we will correct the non-conformity or, if we cannot within a reasonable time, the Customer may terminate the affected Service and receive a refund of prepaid fees for the remaining term. This is the Customer’s sole remedy for breach of this warranty.

Except as expressly stated, and to the extent the law allows, the website, Evaluations and the Services are provided “as is” and “as available”. We disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that Output is accurate or complete, or that the Services will be uninterrupted or error-free.

To the extent the law allows:

• neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or goodwill;
• each party’s total liability arising out of these Terms is limited to the fees paid or payable by the Customer for the Services in the 12 months before the event giving rise to the claim — or, where no fees apply, to fifty thousand Ethiopian birr (ETB 50,000);
• for a breach of section 12 or 13 involving Customer Data, that limit is three times the fees paid or payable in those 12 months.

These limits do not apply to fraud, gross negligence, wilful misconduct, indemnity obligations, the Customer’s payment obligations, or any liability that cannot be limited by law.

• We will defend the Customer against third-party claims that the Services infringe intellectual-property rights, and pay damages finally awarded or agreed in settlement — except for claims caused by Customer Data, Customer Configurations, combinations we did not provide, or modifications we did not make.
• The Customer will defend us against third-party claims arising from Customer Data or from use of the Services in breach of section 10 or 11, and pay damages finally awarded or agreed in settlement.
• The indemnified party gives prompt notice, reasonable cooperation and control of the defence to the indemnifying party.

• Each party complies with the export-control and sanctions laws that apply to it.
• The Customer will not use the Services in, or make them available to, a person or place subject to sanctions that prohibit it.
• Neither party will offer, give or accept a bribe or improper payment in connection with these Terms.

These Terms are governed by the laws of the Federal Democratic Republic of Ethiopia. The parties will first try in good faith to settle any dispute through negotiation between senior representatives for 30 days. Failing that, the competent courts in Addis Ababa have exclusive jurisdiction, unless an Order Form provides for arbitration. Either party may seek urgent interim relief from any competent court.

• Changes to these Terms. We may update these Terms. We post the new version here with a new effective date and give Customers at least 30 days’ notice of material changes. A change does not alter an Order Form during its term without the Customer’s agreement.
• Entire agreement. These Terms, the Privacy Policy, and any Order Form, master agreement and data-processing agreement are the whole agreement on their subject.
• Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all of its business, with notice.
• Force majeure. Neither party is liable for delay caused by events beyond its reasonable control.
• Notices. Notices to us go to contact@pannoesis.com; notices to the Customer go to its administrator’s email address.
• Independent parties. Nothing in these Terms creates a partnership, agency or employment relationship.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. Not enforcing a right is not a waiver of it.
• Language. If we provide a translation, the English version prevails unless the law requires otherwise.

Pannoesis Technology One-Member Private Limited Company
Summit, Lemi Kura Sub-City, Addis Ababa, Ethiopia
contact@pannoesis.com