Terms of Service

1. Agreement and scope

These Terms of Service (the “Terms”) are between Neutron AI Ltd (“Neutron”, “we”, “us”, or “our”) and the person or legal entity accepting them (“Customer”, “you”, or “your”). They govern your access to and use of the Service.

You accept these Terms by creating an account, purchasing or activating a plan, executing an Order, clicking to accept, or accessing or using the Service. If you do not agree, do not access or use the Service.

An online checkout, enterprise order form, statement of work, or other ordering document accepted by both parties is an “Order”. The Agreement consists of the Order, these Terms, the Data Processing Addendum (“DPA”), the Acceptable Use Policy (“AUP”), and any document expressly incorporated by reference. If there is a conflict, the Order controls, followed by the DPA for personal-data processing, these Terms, and then the AUP. Mandatory transfer terms, including the Standard Contractual Clauses, control to the extent required by law.

2. Definitions

• “Authorised User” means an individual whom Customer permits to access the Service under Customer’s account.
• “Customer Content” means data, text, files, configurations, prompts, Memory Cells, Scopes, Nuclei, entities, relationships, claims, contradictions, Context Capsules, knowledge snapshots, decisions, simulations, structured Consequence artifacts, observations, outcomes, learning records, and other material submitted to or generated for Customer through the Service. It excludes Usage Data.
• “Documentation” means Neutron’s then-current technical and product documentation.
• “Output” means content or structured artifacts returned by an AI, retrieval, codec, ranking, simulation, or consequence feature in response to Customer Content or instructions.
• “Service” means Neutron’s websites, hosted platform, memory, knowledge graph, context, decision, consequence, outcome, learning, and simulation APIs, MCP endpoints, web and native applications, SDKs, CLI packages, documentation, and related services identified in an Order.
• “Usage Data” means telemetry, technical logs, performance, security, billing, and usage measurements about operation of the Service. Usage Data does not include the substance of Customer Content.

3. Eligibility and authority

The Service is offered for business and professional use. You must be at least 18 years old and legally capable of entering into a binding contract. If you accept for an organisation, you represent that you have authority to bind it, and “Customer” means that organisation. You may not use the Service if applicable law prohibits you from receiving it or if we previously suspended you for a material breach that remains unresolved.

If mandatory consumer law applies despite the business-use limitation, nothing in the Agreement limits rights that cannot lawfully be waived.

4. The Service

Subject to the Agreement, Neutron grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Service for Customer’s internal business purposes and to build and operate Customer applications in accordance with the Documentation and plan limits.

Customer controls its Nuclei, Scopes, users, agents, retention settings, integrations, and downstream use of retrieved context and Output. Customer is responsible for configuring permissions and ensuring that each request uses the correct validated Nucleus and Scope. Customer must not circumvent technical limits, conceal usage, or use one account to avoid plan or rate limits.

SDKs, examples, and source-available components are also governed by the licence included with the relevant package or repository. Where that licence conflicts with these Terms solely for that software component, the component licence controls.

5. Accounts, Authorised Users, and credentials

Customer must provide accurate account information, keep it current, designate appropriate administrators, and promptly remove access that is no longer authorised. Customer is responsible for activity under its accounts and credentials except to the extent caused by Neutron’s breach of the Agreement.

API tokens, MCP credentials, session tokens, and provider credentials are confidential. Customer must protect them, keep server-side credentials out of public or client-side code, use least privilege, and promptly rotate or revoke credentials that may have been exposed. Customer must notify us without undue delay at admin@neutronai.dev of suspected unauthorised access.

Administrators may manage Authorised Users, access Customer Content, view usage and audit information, configure integrations, and take actions on Customer’s behalf. Customer is responsible for informing Authorised Users of that access and for obtaining any required notices or consents.

6. Customer Content

Ownership

As between the parties, Customer retains all rights in Customer Content. Customer grants Neutron and its subprocessors a worldwide, non-exclusive, limited right to host, copy, transmit, transform, index, embed, retrieve, display, and otherwise process Customer Content only as needed to provide, secure, support, and maintain the Service, comply with law, and follow Customer’s documented instructions.

Customer responsibilities

Customer represents that it has all rights, permissions, notices, consents, and lawful bases required to submit and process Customer Content and to instruct Neutron to do so. Customer must not submit secrets, raw authentication credentials, full payment-card data, or personal data that is unnecessary for the stated purpose. Customer must use appropriate scopes, access controls, retention periods, deletion controls, redaction, and human review.

No general-purpose model training

Neutron does not use Customer Content to train general-purpose models or Neutron models unless Customer gives separate, explicit written opt-in consent identifying that use. We may use Usage Data and de-identified, aggregated statistics that do not identify Customer, an Authorised User, or the substance of Customer Content to operate and improve the Service.

Output

Subject to applicable law and third-party rights, Customer may use Output for its business purposes. Output may be inaccurate, incomplete, non-unique, or similar to content produced for others. Neutron does not assign rights it does not own and does not guarantee that Output is protectable or non-infringing.

7. AI, memory, and consequence features

Neutron uses deterministic and probabilistic techniques, including embeddings, semantic retrieval, context packing, optional model inference, and bounded consequence simulations. The AI Transparency Notice explains these features in more detail.

Outputs and predicted consequences are decision-support material, not facts, guarantees, mathematical optima, or professional advice. Customer must evaluate Output for accuracy, fitness, bias, security, legal compliance, and appropriateness before using it. High-risk, irreversible, regulated, or externally executed actions require meaningful human review and any approvals, recovery plans, tool permissions, and safeguards required by law and the Documentation.

Customer must not request, store, expose, or represent hidden chain-of-thought, private model reasoning, system prompts, or model scratchpads as a Service feature. Neutron may instead provide concise explanations and structured, reviewable artifacts.

8. Acceptable use

Customer and its Authorised Users must comply with the AUP and all applicable laws. Among other things, they must not use the Service to violate rights, cause harm, facilitate unlawful surveillance, compromise systems, distribute malware, evade safeguards, generate spam, exploit children, or make prohibited high-impact decisions without required human oversight.

Customer may not reverse engineer or attempt to extract non-public source code except to the limited extent such a restriction is prohibited by law; access the Service to build a competing hosted memory or consequence service using non-public functionality; scrape or bulk extract the Service outside documented interfaces; resell the Service unless an Order permits it; or remove proprietary notices.

9. Plans, fees, billing, and taxes

Customer will pay the fees, usage charges, and applicable taxes stated at checkout or in an Order. Unless an Order says otherwise, fees are quoted exclusive of taxes, are charged in advance for subscription periods and as incurred for metered use, and are non-cancellable and non-refundable except where these Terms or law require otherwise.

Subscriptions renew automatically for successive periods equal to the initial subscription period unless Customer cancels before renewal through the available account or billing controls. Cancellation stops future renewal and does not ordinarily produce a pro-rata refund for the current period. Usage credits, expiry, overages, and plan limits are governed by the terms presented at purchase.

Customer authorises Neutron and its payment provider to charge the selected payment method. Customer must keep billing information current. Overdue undisputed amounts may result in restricted paid features or suspension after reasonable notice. Customer must raise a good-faith billing dispute within 30 days after the relevant invoice or charge and continue paying undisputed amounts.

We may change self-service pricing or plan features prospectively by giving reasonable advance notice. Changes normally take effect at the next renewal unless required sooner by law, security, a third-party dependency, or abuse prevention. An Order controls enterprise pricing changes.

10. Third-party services and integrations

The Service may interoperate with model providers, agent frameworks, repositories, payment services, or other third-party products. Customer decides whether to enable customer-chosen integrations and authorises Neutron to exchange the data necessary to fulfil those instructions. Third-party products are governed by their own terms and privacy practices, and Neutron is not responsible for them.

The hosted Service relies on subprocessors listed on the Subprocessor List. Neutron remains responsible for its subprocessors as stated in the DPA. Customer-provided API keys should remain in Customer’s own application or supported secret boundary unless a documented feature expressly requires otherwise.

11. Confidentiality

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked confidential or should reasonably be understood as confidential. Customer Content is Customer’s Confidential Information. Confidential Information excludes information the Recipient can document: (a) is public without breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the Discloser’s information.

The Recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, professional advisers, and subprocessors who need to know it and are bound by confidentiality obligations. If law requires disclosure, the Recipient will, where legally permitted, give prompt notice and reasonable assistance so the Discloser can seek protection.

12. Intellectual property and feedback

Neutron and its licensors retain all rights in the Service, Documentation, technology, designs, trademarks, and improvements, excluding Customer Content. No rights are granted except those expressly stated in the Agreement.

If Customer provides suggestions or feedback, Customer grants Neutron a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or attribution, provided Neutron does not identify Customer publicly as the source without permission. Neutron may develop or obtain products and ideas similar to Customer’s, provided it does not misuse Customer Confidential Information.

13. Data protection, privacy, and security

Each party will comply with applicable data-protection law. The Privacy Notice describes how Neutron handles personal data as an independent controller. Where Neutron processes personal data in Customer Content on Customer’s behalf, the DPA applies automatically.

Neutron will maintain administrative, technical, and organisational measures designed to protect Customer Content against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access, as described in the DPA and Security page. Customer remains responsible for secure configuration, endpoint and integration security, lawful instructions, credentials, identity administration, and backups or exports it requires under its own continuity plan.

14. Service management, changes, and previews

Neutron may update the Service to improve security, reliability, legal compliance, or functionality. We will not materially reduce the core paid functionality during a current subscription term without reasonable notice, except where necessary to address security, legal, third-party, or abuse risks. Specific support commitments or service levels apply only if stated in an Order.

Free, evaluation, beta, preview, demo, experimental, and open-source features may be changed, limited, or discontinued at any time. They are provided without service-level commitments and may be less reliable or complete. Customer should not use them for production or regulated workloads unless an Order expressly permits it.

We may impose reasonable technical limits, rate limits, concurrency limits, or safety controls and may reject requests that exceed documented budgets or threaten the Service, other customers, or third parties.

15. Term, suspension, and termination

These Terms start when accepted and continue while Customer uses the Service. Each Order continues for its stated term. Either party may terminate for material breach if the breach is not cured within 30 days after written notice, or immediately if the breach cannot be cured. Either party may terminate if the other enters insolvency proceedings that are not dismissed within 60 days, subject to applicable law.

Neutron may suspend access to the extent reasonably necessary to prevent a security incident, unlawful activity, material AUP breach, harm to the Service or others, or continued non-payment of undisputed fees. Where practicable, we will give notice and limit the suspension to the affected account, feature, credential, or content. We will restore access when the reason is resolved.

On termination or expiry, Customer’s right to use the affected Service ends. Customer should export Customer Content before termination using available tools. Neutron will delete or return Customer Content in accordance with the DPA, subject to configured retention, backup cycles, legal obligations, and minimal deletion tombstones needed to prevent restoration. Accrued payment obligations and provisions that by their nature should survive—including confidentiality, intellectual property, disclaimers, indemnity, liability, and general terms—survive.

16. Warranties and disclaimers

Each party warrants that it has authority to enter the Agreement. Neutron warrants that paid Service will materially conform to the Documentation under normal authorised use. Customer’s exclusive remedy for breach of this warranty is for Neutron to use reasonable efforts to correct the non-conformity; if it cannot do so within a reasonable period, Customer may terminate the affected Order and receive a pro-rata refund of prepaid unused fees for the terminated portion.

Except for the express warranty above and to the maximum extent permitted by law, the Service, Output, previews, and Documentation are provided “as is” and “as available.” Neutron disclaims implied warranties and conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. Neutron does not warrant that Output is accurate, complete, unique, safe for a particular decision, or free from bias, or that the Service will preserve every item indefinitely.

Nothing in the Agreement excludes a warranty or remedy that cannot lawfully be excluded.

17. Indemnity

Customer will defend Neutron and its directors, officers, and employees against third-party claims arising from Customer Content, Customer’s applications, Customer’s breach of the AUP, or Customer’s unlawful or unauthorised use of the Service, and will pay damages, costs, and reasonable legal fees finally awarded or agreed in settlement.

This obligation applies only if Neutron promptly notifies Customer of the claim, gives Customer reasonable control of the defence and settlement, and provides reasonable cooperation at Customer’s expense. Customer may not settle a claim in a way that admits fault by, imposes obligations on, or fails to release Neutron without Neutron’s written consent, not to be unreasonably withheld.

18. Limitation of liability

Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, Customer’s payment obligations, infringement or misappropriation of the other party’s intellectual-property rights, or any liability that cannot lawfully be excluded or limited.

Subject to the paragraph above, neither party is liable for indirect, incidental, special, exemplary, or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings, or business opportunity, even if advised that such loss was possible. Neutron is not liable for loss caused by Customer configurations, third-party services, unauthorised credentials, failure to follow Documentation, or reliance on Output without appropriate review.

Subject to the first paragraph of this section, each party’s total aggregate liability arising out of or relating to the Agreement in any 12-month period will not exceed the greater of (a) the fees paid or payable by Customer for the affected Service during the 12 months immediately before the event giving rise to liability, or (b) GBP £100. The exclusions and limits apply regardless of the legal theory and allocate risk between the parties.

19. Changes to these Terms

We may update these Terms to reflect changes in law, the Service, security practices, or business operations. We will post the updated version and change the effective date. For material changes affecting an existing paid subscription, we will provide reasonable advance notice through the Service, account email, or another appropriate channel. Unless a change must take effect sooner for law or urgent security reasons, it takes effect on the stated date or the next renewal, whichever we specify.

If Customer does not agree to a material change, Customer must stop using the affected Service and may cancel before the change takes effect. Continued use after the effective date constitutes acceptance. Changes to an executed Order require the method stated in that Order.

20. General terms

Governing law and courts

The Agreement and non-contractual disputes are governed by the laws of England and Wales, without regard to conflict-of-law rules. The courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any competent court and mandatory local law may give a party other rights.

Notices

Legal notices to Neutron must be sent to admin@neutronai.dev and the registered office below. Neutron may send operational or legal notices to the account email, through the Service, or to the contact stated in an Order. Email notices are deemed received on the next business day unless the sender receives a delivery failure.

Assignment

Neither party may assign the Agreement without the other’s prior written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganisation, sale of substantially all relevant assets, or change of control, provided the assignee is not a direct competitor and can perform the obligations. Any prohibited assignment is void.

Export and sanctions

Each party will comply with applicable export-control, trade, and sanctions laws. Customer represents that it and its Authorised Users are not prohibited parties and will not use the Service for a prohibited end use or in a prohibited territory.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. The affected party will use reasonable efforts to mitigate the impact and resume performance.

Entire agreement and interpretation

The Agreement is the entire agreement about its subject and supersedes prior or contemporaneous proposals and communications. Purchase-order terms supplied by Customer do not amend it. Waivers must be in writing and apply only to the stated instance. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder continues. The parties are independent contractors; the Agreement creates no partnership, agency, employment, fiduciary, or third-party-beneficiary relationship. Headings are for convenience and “including” means “including without limitation.”

Contact and company information

Questions about this document may be sent to admin@neutronai.dev.