AI-PNA Subscription Terms and Conditions

These terms govern business subscriptions to AI-PNA, an AI decision-support service for naval architecture, marine and offshore engineering.

1. About these terms

1.1 These terms are a contract between Depth 2 Surface Limited, trading as AI-PNA, a company registered in England and Wales under number 15363600, whose registered office is at Flat 4 The Orangery, 19 Hogarth Way, Hampton, TW12 2EL, UK ("AI-PNA", "we", "us"), and the business that subscribes ("Customer", "you").

1.2 AI-PNA is offered to businesses only. By subscribing you confirm that you act for a business, trade or profession, that you have authority to bind it, and that you are not a consumer. Consumer protection rules that apply only to consumers therefore do not apply.

1.3 The contract is made when you complete checkout on www.ai-pna.com and we confirm your subscription. It consists of these terms, the plan and price shown at checkout, and any order form we both sign. If an order form conflicts with these terms, the order form wins.

1.4 Definitions:

• Service: the AI-PNA website, dashboard, orchestrator and specialist experts, and related workflows and support.
• Plan: Basic, Small Company or Enterprise, as described in Schedule 1.
• Bundle: an optional group of additional experts for the Basic plan.
• Authorised User: an individual you register to use the Service under your Plan.
• Inputs: questions, files, data and instructions you or your Authorised Users submit.
• Outputs: answers, calculations, models, decks, reports and other material the Service returns.
• Customer Systems: accounts you own and connect to the Service, including your Anthropic API account, Airtable base, Google Drive and Microsoft OneDrive.
• Fees: the subscription charges for your Plan, Bundles and additional users.

2. Subscriptions, plans, users and bundles

2.1 We grant you a non-exclusive, non-transferable right, for the term of your subscription, for your Authorised Users to use the Service for your internal business purposes, within the limits of your Plan.

2.2 Your Plan sets the experts you can use and the number of Authorised Users (Schedule 1). Basic subscribers may add Bundles. Small Company subscribers may add users. You may change Plan, Bundles or users through the dashboard or by contacting us; changes take effect as described in clause 3.

2.3 Each Authorised User must have their own account, verified email address and password. Accounts must not be shared. You are responsible for your Authorised Users, for keeping credentials secure, and for telling us promptly of any unauthorised access.

2.4 Your first Authorised User is your company admin. The admin can invite, confirm and disable users within your Plan's limit.

2.5 We may monitor use of the Service (for example the number of questions and experts used) to operate it, enforce Plan limits, and prevent misuse.

3. Fees, payment, VAT, renewal and price changes

3.1 Fees are stated in pounds sterling, per month, and exclude VAT, which you will pay at the applicable rate.

3.2 Fees are charged monthly in advance to your payment card through Stripe, starting on the day you subscribe. Your subscription renews automatically each month until cancelled under clause 11.

3.3 Plan upgrades, added Bundles and added users take effect immediately and are charged pro rata for the rest of the billing month. Downgrades and removals take effect at the start of the next billing month.

3.4 Fees are non-refundable, including for partial months and unused questions, except where these terms say otherwise or the law requires.

3.5 If a payment fails, we will notify you and Stripe will retry it. If it remains unpaid [14] days after it was due, we may suspend the Service under clause 11.2 until it is paid.

3.6 We may change the Fees by giving at least 30 days' notice by email. The new Fees apply from your first billing date after the notice period. If you do not accept them, you may cancel before they apply.

3.7 Fees do not include your own Anthropic API charges (clause 4.2) or any charges from other providers of your Customer Systems.

4. Third-party services

4.1 The Service relies on accounts you own and connect (Customer Systems). You are responsible for having those accounts, keeping them in good standing, and accepting their providers' terms. We are not responsible for their availability, charges, security or changes.

4.2 Your Anthropic API account. The AI processing of your questions runs on your own Anthropic API account and API key. Anthropic bills you directly for that use (indicatively about US$2 per question, but this varies with the question, files and experts used). You must comply with Anthropic's commercial terms and usage policies. We use your key only to run your questions.

4.3 Your storage. Results are saved to your own Airtable table, and files to your Google Drive or Microsoft OneDrive if you connect them. You can revoke our access at any time from those services or from the Settings page; some features will then stop working.

4.4 Payments. Card payments are processed by Stripe under its own terms. We do not see or store your full card details.

4.5 Software named in a question, such as Abaqus, NAPA, SESAM, OrcaFlex, ANSYS or Mathcad, is licensed by its owners. AI-PNA does not run licensed commercial software for you unless the guide says so, and does not give you any licence to it. You are responsible for holding the licences you need to use files and models the Service produces for that software.

5. Engineering use and professional responsibility

5.1 Decision support only. AI-PNA is an engineering decision-support tool. Outputs are preliminary. They are produced by artificial intelligence and automated calculation, and may be incomplete, inaccurate or unsuitable for your purpose, even when marked with a confidence score or provenance.

5.2 Verification. You must have every Output checked by suitably qualified and experienced engineers (naval architects, marine or offshore engineers, geoscientists or metocean specialists, as relevant) before you rely on it for design, fabrication, construction, installation, operation, procurement, safety decisions or any regulatory submission.

5.3 No approvals. The Service does not give approvals, certificates, class decisions, compliance determinations or legal opinions. Those rest with the flag Administration, the classification society, the coastal State regulator and other competent authorities. Regulatory content is preliminary guidance.

5.4 Safety-critical work. You must not use any Output as the sole basis for a decision that could cause death, personal injury, loss of a vessel or structure, or environmental damage. This includes submarine, warship, lifting, containment and mooring integrity work.

5.5 Your inputs and judgement. Outputs depend on your Inputs. You are responsible for the accuracy and completeness of your Inputs, for the engineering assumptions you accept, and for decisions you make using Outputs.

5.6 Provisional and unvalidated results. Results marked provisional, unvalidated, estimated or outside a validated range must not be used for design or approval until confirmed.

6. Acceptable use and export controls

6.1 You must not, and must ensure your Authorised Users do not:

• use the Service unlawfully, or in breach of Anthropic's usage policies or any other provider's terms;
• submit Inputs you have no right to use, or that infringe others' rights;
• share accounts, resell, sublicense or provide the Service to third parties, except Outputs used in your own projects for your clients;
• try to copy, reverse engineer or extract the Service's prompts, workflows, models or code, or use the Service to build a competing product;
• probe, overload or bypass the Service's security, limits or access controls, or submit malicious code;
• try to make the Service produce content that is harmful, or that misrepresents Outputs as approved, certified or professionally signed off.

6.2 Export controls and sanctions. Some engineering work, including naval, submarine and other defence-related design, may be controlled under UK, EU, US or other export control and sanctions laws. You are responsible for deciding whether your Inputs and Outputs are controlled. You must not submit classified or export-controlled technical data, or use the Service for or on behalf of a sanctioned person or destination, unless you hold every authorisation required and have agreed this with us in writing.

6.3 We may suspend use that breaches this clause under clause 11.2.

7. Your data, confidentiality and data protection

7.1 Your data. You keep all rights in your Inputs. You grant us a licence to process them only to provide, secure and support the Service for you. We do not use your Inputs or Outputs to train AI models.

7.2 Where it is kept. Outputs are saved to your Customer Systems. We keep account and billing records (company, users, plan, status) and usage records (dates, experts used, question counts, costs). Workflow run records that may contain Inputs and Outputs are kept for up to [30] days for troubleshooting, then deleted.

7.3 Confidentiality. Each party will keep the other's confidential information confidential, use it only for this contract, and share it only with staff, advisers and sub-processors who need it and are bound by similar duties. This does not cover information that is public, already known, independently developed or required by law to be disclosed.

7.4 Data protection. Each party will comply with UK GDPR and the Data Protection Act 2018. For personal data in your Inputs, you are the controller and we are your processor. Our processing terms are in Schedule 2, which forms part of this contract for the purposes of Article 28 UK GDPR. For account, billing and support data, we are a controller, as explained in our privacy notice at www.ai-pna.com/privacy.

7.5 Avoid unnecessary personal data. Please do not include personal data, or special category data, in questions or files unless it is needed for the engineering task.

7.6 Security. We use appropriate technical and organisational measures, including encrypted connections, server-side session checks, access limited to authorised staff, and secrets kept outside the code. No online service is risk-free; you should keep your own copies of important data.

8. Intellectual property and outputs

8.1 We and our licensors own the Service and all intellectual property in it, including the orchestrator, expert prompts, workflows, guides, website and software. Nothing in this contract transfers it to you.

8.2 As between us, you own the Outputs produced for you, subject to clause 8.3. You may use them freely in your business, including for your clients, provided you comply with clause 5.

8.3 Outputs may contain general methods, standard equations, public information or material similar to outputs produced for other customers. We do not grant exclusivity in those elements and may use our general know-how without restriction.

8.4 You may send us suggestions about the Service. We may use them without obligation to you, but we will not identify you or disclose your confidential information in doing so.

9. Availability, support and changes to the service

9.1 We will use reasonable endeavours to keep the Service available, but do not guarantee it will be uninterrupted or error-free. Planned maintenance will, where practical, be announced in advance and carried out outside UK business hours.

9.2 Questions may take several minutes or longer to answer, depending on their scope, attachments, the experts called, and the speed of third-party services. Response times are not guaranteed.

9.3 Support is by email during UK business hours (09:00 to 17:30, Monday to Friday, excluding public holidays). Enterprise subscribers receive priority handling. We aim to acknowledge support requests within [1] business day; this is a target, not a commitment.

9.4 We may improve, add, change or withdraw experts and features. If we withdraw an expert or feature that is a material part of your Plan, we will give at least 30 days' notice, and you may cancel before the change takes effect, with a pro rata refund of any Fees paid in advance for the period after the change.

10. Warranties and limitation of liability

10.1 We will provide the Service with reasonable skill and care. If it does not materially work as described in the AI-PNA Help Guide, tell us and we will use reasonable endeavours to correct it. That correction, or, if we cannot correct it within a reasonable time, your right to cancel and receive a pro rata refund of Fees paid in advance, is your sole remedy for that failure.

10.2 Except as set out in these terms, all warranties, conditions and terms implied by statute or common law are excluded to the extent the law allows, including any as to the accuracy, completeness, fitness for purpose or regulatory acceptability of Outputs.

10.3 Nothing in this contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

10.4 Subject to clause 10.3, neither party is liable for: loss of profits, revenue, business, contracts or anticipated savings; loss or corruption of data; loss of goodwill; or any indirect or consequential loss, however arising.

10.5 Subject to clause 10.3, we are not liable for any loss arising from: reliance on an Output without the verification required by clause 5; your Inputs; your Customer Systems or other third-party services; or use in breach of these terms.

10.6 Subject to clause 10.3, each party's total liability under or in connection with this contract, whether in contract, tort (including negligence) or otherwise, is limited in each contract year to the Fees paid and payable by you in the 12 months before the event giving rise to the claim. This cap does not apply to your obligation to pay Fees.

10.7 You will indemnify us against third-party claims arising from your Inputs, from a breach of clause 6, or from your or your clients' use of Outputs in breach of clause 5.

11. Suspension, cancellation and termination

11.1 Cancellation by you. You may cancel at any time from your account or by emailing us. Cancellation takes effect at the end of the billing month already paid; you keep access until then and are not charged again.

11.2 Suspension. We may suspend all or part of the Service, with notice where practical, if: a payment is overdue under clause 3.5; we reasonably believe your use breaches clause 6 or puts the Service, other customers or third parties at risk; or a law, regulator or provider requires it. We will restore access promptly once the cause is resolved. Fees remain payable during a suspension caused by you.

11.3 Termination by either party. Either party may terminate immediately by written notice if the other: commits a material breach that cannot be remedied, or is not remedied within 14 days of notice; or becomes insolvent, enters administration or liquidation, or stops trading.

11.4 Termination by us for convenience. We may end your subscription on 60 days' notice, refunding Fees paid in advance for the period after it ends.

11.5 After termination. Your right to use the Service ends. Outputs already saved to your Customer Systems remain yours. We will delete or return your Inputs and Outputs held by us within 30 days, except where we must keep them by law. Clauses 5, 7, 8, 10, 11.5 and 12 continue to apply.

12. General

12.1 Notices. Notices must be in writing and sent by email: to us at admin@ai-pna.com, and to you at your company admin's registered email. A notice is received on the next business day after sending, unless a bounce message is received.

12.2 Changes to these terms. We may update these terms by giving at least 30 days' notice by email. The new terms apply from your first billing date after the notice period. If you do not accept them, you may cancel before they apply. Changes required by law may apply sooner.

12.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of third-party cloud, AI or payment providers, internet outages, cyber attacks, war, sanctions, epidemics or government action. This does not excuse payment of Fees.

12.4 Assignment and subcontracting. You may not assign or transfer this contract without our written consent. We may assign it to a successor of our business, and may use subcontractors and sub-processors, remaining responsible for their performance.

12.5 Entire agreement. This contract is the entire agreement between us on its subject and replaces earlier discussions. Neither party relies on any statement not set out in it, but this does not limit liability for fraud.

12.6 Other terms. No terms on your purchase orders or other documents apply. If any provision is held invalid, the rest remains in force. A delay in enforcing a right is not a waiver. No third party has rights under the Contracts (Rights of Third Parties) Act 1999. Nothing creates a partnership or agency.

12.7 Governing law and jurisdiction. This contract and any dispute arising from it, including non-contractual disputes, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Schedule 1: Plans

Prices are per month, excluding VAT.

All Plans use your own Anthropic API account, billed to you by Anthropic (clause 4.2).

Schedule 2: Data processing

Scope. We process personal data in your Inputs and Outputs only to provide the Service, for the term of your subscription and the deletion period in clause 11.5. Data subjects are your staff and any individuals named in your Inputs. Typical data: names, business contact details, and personal data incidental to engineering documents.

Our commitments as processor. We will:

1. process the data only on your documented instructions, which are these terms and your use of the Service;
2. ensure staff who access it are bound by confidentiality;
3. apply the security measures in clause 7.6;
4. use only the sub-processors listed below, give you 30 days' notice of a new one, and let you object; if we cannot address your objection, you may cancel with a pro rata refund;
5. help you respond to data subject requests and with data protection impact assessments, where reasonable;
6. notify you without undue delay, and within 48 hours where possible, after becoming aware of a personal data breach;
7. delete or return the data at the end of the subscription, under clause 11.5;
8. make available the information reasonably needed to show compliance with Article 28 UK GDPR;
9. transfer data outside the UK only with appropriate safeguards, such as the UK International Data Transfer Agreement or Addendum, or the UK Extension to the EU-US Data Privacy Framework.

Sub-processors

Anthropic processes your questions under your own Anthropic account and terms, so it acts as your provider rather than our sub-processor.