Terms of Service

These Terms of Service (the “Terms”) are a legal agreement between [Pernee legal entity name and registered address] (“Pernee”, “we”, “us”, or “our”) and the organization or individual agreeing to them (“Customer”, “you”, or “your”). They govern your access to and use of pernee.com, the Pernee application, and related services (together, the “Services”).

By creating an account, signing an order form that references these Terms, or using the Services, you agree to these Terms. If you are agreeing on behalf of an organization, you confirm that you have authority to bind that organization, and “you” refers to that organization.

How we handle personal information is described in our Privacy Policy, which forms part of these Terms.

1. The Services

Pernee is a review-and-memory layer for professional-services firms (such as CPA and tax firms). It connects to the tools a firm already uses, answers questions across them with citations to their sources, and can carry out tasks the firm configures.

We may change, improve, or discontinue parts of the Services. For changes that materially reduce functionality you are paying for, we will give you at least [notice period, e.g. 30 days] notice.

2. Accounts and eligibility

• Registration requires a work or organizational email address. You must provide accurate information and keep it current.
• You are responsible for activity under your account and for keeping credentials confidential. Tell us promptly at security@pernee.com if you suspect unauthorized access.
• You must be at least [minimum age, e.g. 18] and not barred from using the Services under applicable law.
• Administrators of a Customer account may add, suspend, and remove users, and may access content within that account.

3. Customer Data and who owns what

“Customer Data” means the information, documents, and other content you or your users provide to the Services, or that the Services ingest from systems you connect.

• You own your Customer Data. These Terms transfer no ownership of it to us.
• You grant us a limited licence to host, process, and transmit Customer Data solely to provide, secure, and support the Services for you.
• Where we process personal data on your behalf, we do so as your processor under our [Data Processing Addendum — link once executed], which prevails over these Terms in the event of a conflict.
• We do not use Customer Data to train models for other customers. [Confirm this reflects actual practice, including any sub-processor model providers.]
• We own the Services themselves — software, models, and documentation — along with any feedback you choose to give us.

4. Fees, billing, and renewal

• Fees, the subscription term, and the user or usage limits are set out in your order form or the plan you select.
• Invoices are payable within [payment terms, e.g. 30 days] of the invoice date. Fees are exclusive of taxes, which you are responsible for except taxes on our income.
• Subscriptions renew automatically for successive terms unless either party gives [non-renewal notice period] notice before the end of the then-current term.
• We may change pricing effective at your next renewal, with at least [price-change notice period] notice.
• [Refund policy — state whether fees are non-refundable, and any exceptions.]

5. Acceptable use

You agree not to, and not to permit anyone to:

• break the law, infringe others’ rights, or use the Services to store or transmit unlawful or infringing material;
• upload data you lack the rights or the client consent to process through the Services;
• probe, scan, or attempt to defeat the security of the Services, or access another customer’s data;
• reverse engineer the Services, or use them to build a competing product;
• resell or provide the Services to third parties except as expressly permitted;
• interfere with the integrity or performance of the Services, including through automated load beyond documented limits.

We may suspend access without notice where continued use poses a security risk, threatens the Services’ integrity, or is required by law — and will restore it once the cause is resolved.

6. Professional responsibility

Pernee assists professional work; it does not perform it. Output from the Services is not tax, accounting, audit, legal, or other professional advice, and does not constitute an audit, review, or attestation engagement.

You remain solely responsible for exercising professional judgment, for reviewing and verifying any output before relying on or delivering it, and for compliance with the standards and licensing rules that apply to your practice.

7. Third-party services

The Services connect to systems you choose, such as email, document storage, and accounting tools. Your use of those systems is governed by your agreements with their providers. We are not responsible for their availability, security, or the accuracy of the data they return, and disconnecting one may reduce functionality.

8. Confidentiality

Each party may receive information the other treats as confidential. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisers bound by similar obligations, or where legally compelled — giving notice where lawfully permitted. These obligations continue for [confidentiality survival period] after termination.

9. Warranties and disclaimers

Each party warrants it has authority to enter these Terms. We warrant that we will provide the Services with reasonable skill and care, and [uptime commitment / SLA — state one, or state that none is offered.]

Otherwise, to the fullest extent permitted by law, the Services are provided “as is” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that output will be accurate or complete, or that the Services will be uninterrupted or error-free.

10. Indemnities

[Confirm the indemnity position: whether Pernee defends customers against third-party IP claims arising from the Services, whether the customer indemnifies Pernee for Customer Data and misuse, and the procedure and carve-outs for each.]

11. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised such damages were possible.

Each party’s total aggregate liability arising out of or related to these Terms is limited to [liability cap, e.g. fees paid in the 12 months preceding the claim].

Nothing here limits liability that cannot be limited by law, including for death or personal injury caused by negligence, or for fraud. [Confirm any further carve-outs.]

12. Term, termination, and what happens to your data

• These Terms run for the subscription term and any renewals.
• Either party may terminate for material breach that is not cured within [cure period, e.g. 30 days] of written notice.
• On termination your access ends. You may export Customer Data for [export window, e.g. 30 days], after which we delete or de-identify it in line with our retention schedule and any legal obligations.
• Sections on Customer Data ownership, confidentiality, disclaimers, liability, and governing law survive termination.

13. Changes to these Terms

We may update these Terms. For material changes we will give notice by email or in the Services at least [notice period] before they take effect. Continued use after that date means you accept the updated Terms; if you do not, you may terminate as described above.

14. Governing law and disputes

These Terms are governed by the laws of [governing jurisdiction], without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts of [venue]. [Confirm whether arbitration, a class-action waiver, or a jury trial waiver applies — these materially affect customers’ rights and vary by jurisdiction.]

15. General

These Terms, with any order form and the Privacy Policy, are the entire agreement between the parties on this subject. Neither party may assign them without the other’s consent, except to a successor in a merger or sale of substantially all assets. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it. There are no third-party beneficiaries.

16. Contact

Questions about these Terms:

legal@pernee.com
[Pernee legal entity name and registered postal address]