Last Updated: November 2025
These General Terms and Conditions (the "Terms") apply to each order form, proposal, statement of work or other commercial agreement referencing them (each, an "Order"). "Capuchin", "we", "us" means Capuchin Behavioural Science Ltd. "Client", "you" means the entity entering into the Agreement. Capuchin Behavioural Science provides Persuadely, an on-demand SaaS platform that delivers actionable behavioural science insights to help organisations understand, predict, and positively influence human decision-making at scale.
"Platform" means the Persuadely.ai software-as-a-service application and related websites, models, prompts, templates, APIs, documentation and user interfaces.
"Services" means access to and use of the Platform and any professional services provided by Capuchin.
"User" means any named individual authorised by Client to use the Platform on Client's behalf.
"Client Data" means information provided, uploaded or otherwise made available by Client or Users to the Services.
"Insights" means any platform-generated audience profiles, strategies, recommendations, messaging or other results produced by the Services.
"Agreement" means these Terms together with the applicable Order(s) and any incorporated policies (e.g., AUP and DPA).
Subject to payment and compliance, Capuchin grants Client a revocable, non-exclusive, non-transferable, non-sublicensable, limited licence to permit Users to access the Services solely for Client's internal business purposes. Capuchin may update, modify or discontinue features from time to time without materially reducing core functionality purchased under an active Order.
Client understands that the Services use artificial intelligence and probabilistic methods and may be in beta. Outputs may be inaccurate, biased, incomplete, harmful or otherwise unsuitable. CLIENT MUST APPLY HUMAN REVIEW AND INDEPENDENT JUDGMENT BEFORE USING ANY INSIGHTS. The Services are not a substitute for legal, medical, financial, compliance or other professional advice. Outputs may occasionally be unexpected or sensitive. The Services do not assess individuals or personal characteristics, and users should apply appropriate judgment before relying on any Insight.
Client is responsible for:
Client will immediately notify Capuchin of any unauthorised use or security incident. Client shall defend, indemnify and hold harmless Capuchin from and against claims, damages, fines, costs and expenses (including reasonable legal fees) arising out of Client Data, Client's use of the Services, or any breach of this Agreement or law by Client or Users.
Client and Users must comply with the Acceptable Use Policy ("AUP"). Capuchin may monitor usage for security, support, compliance and product improvement; the Platform is not moderated or pre-screened. If Client's usage imposes a disproportionate technical, financial or operational burden (e.g., excessive API calls, storage, support tickets), Capuchin may request remediation, throttle or suspend features, or require a plan upgrade. Capuchin may throttle, queue, or temporarily limit requests where usage materially exceeds reasonable patterns in order to protect service stability and maintain fair use across users. Capuchin may immediately suspend access to address threats, illegal or harmful activity, or repeated AUP violations.
Client retains ownership of Client Data. Client grants Capuchin and its sub-processors a worldwide, limited, royalty-free licence to host, process, transmit and use Client Data to provide and improve the Services (excluding use for training public models). Unless otherwise agreed in a DPA, Client will only provide anonymised or non-identifiable data. Segments, behavioural descriptions and other audience frameworks represent aggregated groups, not individuals, and must not be interpreted as personalised assessments. Capuchin implements appropriate technical and organisational security measures and uses reputable cloud providers; data may be stored or processed globally. Geographic residency constraints must be expressly agreed in advance; absent such agreement, cross-border transfers may occur. Capuchin will delete or return Client Data within a reasonable period upon written request after termination, subject to legal retention requirements.
Capuchin retains all right, title and interest in the Services, including software, models, prompts, methods and all improvements. Client receives no IP rights other than the limited licence in Clause 2. Subject to Client's IP in Client Data, Capuchin owns all Insights and derivatives; Capuchin grants Client a non-exclusive, non-transferable, revocable licence to use Insights internally during the Term. Client will not (and will not permit others to) reverse engineer, decompile, copy, frame, scrape, create derivative works from, train or fine-tune models on, or build competing products using the Services or Insights. Client may not use Insights to train models or develop competing behavioural or generative systems. Client grants Capuchin a perpetual, irrevocable, royalty-free licence to use feedback for any purpose without restriction, provided no Client Confidential Information is disclosed.
Capuchin warrants it has the right to provide the Services. EXCEPT AS EXPRESSLY SET OUT, THE SERVICES AND INSIGHTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". CAPUCHIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND RELIABILITY. No oral or written information will create a warranty.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPUCHIN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO CAPUCHIN FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. CAPUCHIN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. Nothing limits liability for fraud or death/personal injury caused by negligence where such limitation is prohibited by law. Insights may vary over time as Capuchin improves its models and behavioural frameworks, and Capuchin does not guarantee consistency of outputs across time.
Each party will protect the other's Confidential Information using reasonable measures, use it only to perform the Agreement, and disclose it only to personnel or subcontractors with a need to know and under confidentiality obligations. Exclusions: information that is public, already known, independently developed or rightfully received from a third party. Compelled disclosure is permitted with notice where lawful. Confidentiality survives five (5) years post-termination (trade secrets indefinitely).
Fees are as set out in the Order and are exclusive of VAT and other taxes. Invoices are due within thirty (30) days. Late amounts may accrue interest at 4% above the Bank of England base rate and Capuchin may suspend Services for non-payment following notice.
Unless otherwise stated, the initial term is twelve (12) months from the Effective Date and auto-renews for successive twelve-month periods unless either party gives thirty (30) days' prior written notice. Either party may terminate for material breach not cured within ten (10) days of notice, or immediately for insolvency events. Upon termination, access ceases and all unpaid amounts become due; Client will promptly cease use and certify deletion of any Capuchin materials except as required by law. Clauses intended to survive (including 3–10, 12–16) shall do so.
Client and Capuchin will comply with applicable laws, including anti-bribery (UK Bribery Act), anti-slavery, export control and sanctions, competition law and marketing standards. Client will not use the Services for unlawful discrimination or unfair/deceptive practices and will ensure any consumer-facing uses comply with advertising and consumer protection laws. The Services are not designed for high-risk uses (e.g., medical diagnosis, employment decisions, credit or housing eligibility); such uses are prohibited unless expressly agreed in writing with additional controls. Insights must not be relied upon as legal, regulatory or compliance advice and must always be reviewed through the Client's internal approval processes before use in any external or regulated context.
Capuchin may use Client's name and logo in customer lists and case studies unless Client opts out in writing. During the Term and upon reasonable notice, Client will cooperate with reasonable compliance inquiries (not to exceed once annually) relating to use restrictions and security incidents; audits will not require disclosure of Capuchin trade secrets or source code.
If there is a conflict, an Order prevails over these Terms, and these Terms prevail over policies referenced herein. Capuchin may update these Terms and the AUP with thirty (30) days' notice; continued use after the effective date constitutes acceptance. Notices must be in writing and delivered by email to the contacts in the Order or by recognised courier to the registered address.
Neither party is liable for delays caused by Force Majeure. Client may not assign the Agreement without Capuchin's consent (not to be unreasonably withheld); Capuchin may assign to an affiliate or in connection with a merger or sale. No waiver is effective unless in writing. If any term is unenforceable, the remainder remains in effect. Nothing creates an agency, partnership or employment relationship. No third-party beneficiary rights arise under the Contracts (Rights of Third Parties) Act 1999, except Capuchin affiliates may enforce IP and confidentiality. Exclusive jurisdiction and venue: the courts of England & Wales.