Skip to main content

Terms & Conditions

Effective date: 1 December 2025Registered in England and Wales, company no. 16831074

These Terms & Conditions (the “Terms”) set out the agreement on which DeepCeutix Ltd makes the DeepC Platform available to you. Please read them carefully. By accessing or using the Service you agree to be bound by these Terms. If you do not agree, you must not use the Service. Defined terms have the meanings given in Section 2.

1. Introduction and acceptance

  1. 1.1

    These Terms are a legal agreement between DeepCeutix Ltd, a company registered in England and Wales under company number 16831074, whose registered office is at 71-75 Shelton Street, London, England, WC2H 9JQ (the “Provider”, “we”, “us” or “our”), and the person or organisation that accesses or uses the Service (the “Customer”, “you” or “your”). Each is a “party” and together they are the “parties”.

  2. 1.2

    By accessing or using the Service, you confirm that you accept these Terms and agree to be bound by them. If you do not agree, you must not access or use the Service.

  3. 1.3

    If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation, in which case “Customer” means that organisation.

  4. 1.4

    Where the Customer has signed an Order Form or settled an invoice that incorporates the Enterprise & Pilot Order Terms, those Order Terms form part of this agreement. If there is any conflict, the signed Order Terms prevail over these Terms for that Customer, to the extent of the conflict.

2. Definitions and interpretation

  1. 2.1

    In these Terms, unless the context requires otherwise, the following definitions apply:

    “Service”
    the DeepC Platform together with all related websites, applications, programming interfaces, content and services made available by the Provider.
    “DeepC Platform”
    the Provider’s AI-assisted pharmaceutical formulation research platform, including its agents, models, methods, software and underlying technology.
    “Authorised User”
    an individual whom the Customer permits to access the Service under the Customer’s account.
    “Customer Content”
    any data, documents, materials or information that the Customer or an Authorised User uploads to or inputs into the Service.
    “Output”
    any report, simulation, analysis, recommendation or other material generated by the Service in response to Customer Content or a Customer request.
    “Order Form”
    a signed order, statement of work, or invoice (and any Order Terms it incorporates) that records the commercial terms agreed between the parties.
    “Confidential Information”
    any non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Content, Outputs, and the Provider’s technology and pricing.
    “Data Protection Laws”
    the UK GDPR, the Data Protection Act 2018, and any other data protection or privacy laws applicable to a party.
    “Privacy Policy”
    the Provider’s privacy policy, available at deepceutix.com/privacy, as updated from time to time.
  2. 2.2

    In these Terms: (a) a reference to legislation is to that legislation as amended or re-enacted from time to time; (b) “including”, “include” and “in particular” are illustrative and do not limit the words that precede them; (c) headings are for convenience only and do not affect interpretation; (d) the singular includes the plural and vice versa; and (e) a reference to “writing” or “written” includes email.

3. Eligibility and account registration

  1. 3.1

    The Customer must be at least 18 years old to create an account and use the Service.

  2. 3.2

    To access certain features, the Customer must register for an account and provide information that is accurate, current and complete, and keep it up to date.

  3. 3.3

    The Customer is responsible for maintaining the confidentiality of its account credentials, for all activity that occurs under its account, and for ensuring that each Authorised User complies with these Terms.

  4. 3.4

    The Customer must notify the Provider promptly at info@deepceutix.com of any actual or suspected unauthorised use of its account or any other breach of security.

4. Access and acceptable use

  1. 4.1

    Subject to these Terms and to any applicable Order Form, the Provider grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Service for the Customer’s internal research and development purposes.

  2. 4.2

    The Customer shall use the Service only for lawful purposes and in accordance with these Terms. The Customer shall not, and shall not permit any Authorised User or third party to:

    1. 4.2.1use the Service for any unlawful, infringing or unauthorised purpose, or in breach of any applicable law or regulation;
    2. 4.2.2infringe the intellectual property or other rights of any person;
    3. 4.2.3upload, transmit or introduce any virus, malware or other harmful code;
    4. 4.2.4attempt to gain unauthorised access to, or disrupt the integrity or performance of, the Service or any related systems or networks;
    5. 4.2.5use any automated system (including bots or scrapers) to access the Service except as expressly permitted in writing by the Provider, or otherwise copy, reverse engineer or create derivative works of the Service;
    6. 4.2.6impersonate any person or entity, or misrepresent any affiliation with a person or entity; or
    7. 4.2.7resell, sublicense or make the Service available to any third party except as expressly permitted by an Order Form.
  3. 4.3

    The Provider may suspend or restrict access where it reasonably believes the Customer is in breach of this Section 4 or where necessary to protect the Service or other users.

5. Customer Content, Outputs and intellectual property

  1. 5.1

    Customer Content. As between the parties, the Customer owns all rights in its Customer Content. The Customer grants the Provider a worldwide, non-exclusive, royalty-free licence to host, store, process and transmit Customer Content solely to the extent necessary to provide and support the Service.

  2. 5.2

    Outputs. As between the parties, the Customer owns the Outputs generated for it by the Service, and the Provider assigns to the Customer such rights as it may have in those Outputs. The Customer is responsible for its use of the Outputs in accordance with Section 6.

  3. 5.3

    Provider materials. The Provider owns and retains all rights, title and interest in and to the Service and the DeepC Platform, including all software, models, methods, technology and intellectual property rights in them. Nothing in these Terms transfers any such rights to the Customer.

  4. 5.4

    Feedback. If the Customer provides feedback or suggestions about the Service, the Provider may use them without restriction or obligation to the Customer.

6. Professional and AI disclaimer

  1. 6.1

    The Service is an AI-assisted research tool. It provides information for research and informational purposes only and is not a substitute for professional judgment.

  2. 6.2

    Outputs do not constitute medical, pharmaceutical, regulatory, legal or other professional advice, and must be independently reviewed and validated by suitably qualified professionals before use in any formulation, manufacturing, regulatory submission, clinical or commercial context.

  3. 6.3

    The Provider is not responsible for any decision made, or action taken, in reliance on the Service or any Output.

7. Data sources and accuracy

  1. 7.1

    The Service draws on public and third-party sources, which may include FDA databases (including IID, GRAS, FAERS and DailyMed), PubMed and scientific literature, ClinicalTrials.gov, the European Medicines Agency, and other regulatory and scientific sources.

  2. 7.2

    While the Provider takes reasonable care, it does not warrant that any information is complete, accurate or current. The Customer should independently verify all information before relying on it.

8. Data protection and confidentiality

  1. 8.1

    To the extent the Provider processes personal data contained in Customer Content on the Customer’s behalf, the Customer is the controller and the Provider is the processor, and each shall comply with the Data Protection Laws.

  2. 8.2

    The Provider shall process such personal data only to provide the Service and on the Customer’s documented instructions (including as set out in these Terms and the Privacy Policy), and shall not use Customer Content for any other purpose. The parties shall enter into a data processing agreement on the Customer’s request, which shall prevail over this Section in the event of conflict on the processing of personal data.

  3. 8.3

    Subprocessors. The Provider may engage subprocessors (including cloud hosting and AI model providers) to support the Service, under written terms no less protective than those in these Terms. The Provider remains responsible for its subprocessors and shall make a current list available on request.

  4. 8.4

    International transfers. Where personal data is transferred outside the United Kingdom or the European Economic Area, the Provider shall ensure an appropriate transfer mechanism is in place, such as the UK International Data Transfer Agreement or Addendum, or Standard Contractual Clauses.

  5. 8.5

    Assistance. Taking into account the nature of the processing, the Provider shall provide reasonable assistance to the Customer with data subject requests and with the Customer’s obligations under the Data Protection Laws.

  6. 8.6

    Confidentiality. Each party shall keep the other party’s Confidential Information confidential and use it only to perform its obligations or exercise its rights under these Terms. This clause does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, or is required to be disclosed by law or a regulator.

9. Data security and tenant isolation

  1. 9.1

    Security measures. The Provider shall maintain appropriate technical and organisational measures designed to protect Customer Content and Outputs against unauthorised or unlawful access, loss, alteration or disclosure, including encryption in transit and at rest, access controls on a need-to-know basis, and regular review of those measures.

  2. 9.2

    Data residency. The Provider hosts and stores Customer Content within the European Union. The Provider shall not transfer Customer Content outside the European Union or the United Kingdom except subject to the safeguards described in Section 8.

  3. 9.3

    Personnel. The Provider shall ensure that personnel with access to Customer Content are subject to binding confidentiality obligations.

  4. 9.4

    Zero data retention. Where the Service uses third-party AI model providers to process Customer Content or generate Outputs, the Provider shall ensure those providers are engaged under zero data retention terms, so that Customer Content and Outputs are processed only to return a response and are not retained by, or used to train the models of, those providers.

  5. 9.5

    Tenant-specific training and isolation. The Provider may use the Customer’s Content to train, fine-tune, adapt or personalise a model dedicated exclusively to the Customer (the “Customer Model”), solely to provide and improve the Service for the Customer. The Service runs on a single-tenant basis: the Customer’s Content and the Customer Model reside only within the Customer’s own isolated tenant, are accessible only within that tenant, and are used solely to provide the Service to the Customer. They are never shared with or used for any other customer or tenant, and form no part of, and are never incorporated into (whether directly, in aggregated form or in de-identified form), any shared, general or foundation model operated by the Provider.

  6. 9.6

    No secondary use. The Provider uses Customer Content and Outputs solely to provide the Service to the Customer. The Provider does not aggregate, anonymise, sell or repurpose Customer Content or Outputs for analytics, benchmarking, product development or any other purpose.

  7. 9.7

    Retention and deletion. The Provider shall retain Customer Content and any Customer Model only for as long as necessary to provide the Service. On termination or expiry, the Customer may request export of its Customer Content, and the Provider shall permanently delete the Customer Content and any Customer Model within 30 calendar days of the relevant account or engagement ending, except where retention is required by law.

  8. 9.8

    Security incidents. The Provider shall notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Content, and shall provide reasonable information and cooperation to assist the Customer in meeting its own notification obligations.

  9. 9.9

    Notification of breach of data commitments. The Provider shall notify the Customer without delay after becoming aware of any breach of the Provider’s obligations under clauses 9.4, 9.5, 9.6 and 9.7.

10. Warranties and disclaimers

  1. 10.1

    The Provider warrants that it will provide the Service with reasonable skill and care.

  2. 10.2

    Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided “as is” and the Provider excludes all other warranties, conditions and terms, whether express or implied, including any implied terms as to satisfactory quality, fitness for a particular purpose, and non-infringement.

11. Limitation of liability

  1. 11.1

    Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

  2. 11.2

    Subject to clause 11.1, and to the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential or punitive loss, or for any loss of profits, revenue, data, use, goodwill or other intangible loss, however arising.

  3. 11.3

    Subject to clause 11.1, and to the maximum extent permitted by law, the Provider’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, shall not exceed the greater of (a) the total fees paid by the Customer to the Provider in the 12 months preceding the event giving rise to the liability, and (b) one hundred pounds (£100).

  4. 11.4

    The allocation of risk in this Section 11 reflects the AI-assisted nature of the Service and the Customer’s responsibility, under Section 6, to validate Outputs before use.

12. Term, suspension and termination

  1. 12.1

    These Terms apply from the Customer’s first access to the Service and continue until terminated in accordance with this Section 12 or, where an Order Form applies, until the end of its term.

  2. 12.2

    Either party may terminate these Terms (or the applicable Order Form) on written notice if the other party commits a material breach that it fails to remedy within 30 days of being notified of it, or that is incapable of remedy.

  3. 12.3

    The Provider may suspend or terminate access immediately where the Customer breaches Section 4, fails to pay undisputed fees when due, or where required to protect the Service or other users or to comply with law.

  4. 12.4

    On termination, the Customer’s right to use the Service ends. Any provision that by its nature should survive termination (including those on intellectual property, confidentiality, disclaimers, limitation of liability and clause 9.9) shall survive.

13. Changes to these Terms

  1. 13.1

    The Provider may modify these Terms from time to time. If a change is material, the Provider shall give at least 30 days’ notice before it takes effect, by email or by posting on the Service.

  2. 13.2

    Continued access to or use of the Service after a change takes effect constitutes acceptance of the revised Terms.

14. Governing law and jurisdiction

  1. 14.1

    These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of England and Wales.

  2. 14.2

    The parties shall first seek to resolve any dispute through good faith negotiation. Failing resolution, the courts of England and Wales shall have exclusive jurisdiction.

15. General

  1. 15.1

    Entire agreement. These Terms, together with any applicable Order Form and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions, representations and arrangements.

  2. 15.2

    Assignment. The Customer may not assign or transfer its rights or obligations under these Terms without the Provider’s prior written consent. The Provider may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition or sale of assets.

  3. 15.3

    Severability and waiver. If any provision is held to be unenforceable, the remaining provisions shall continue in full force. A failure to enforce a provision is not a waiver of it.

  4. 15.4

    Force majeure. Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control.

  5. 15.5

    Notices. Notices to the Provider shall be sent to info@deepceutix.com. Notices to the Customer may be sent to the email address associated with its account.

  6. 15.6

    No partnership. Nothing in these Terms creates any partnership, joint venture or agency between the parties.

  7. 15.7

    Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

16. Contact

Questions about these Terms may be sent to the Provider at the details below.

Entity
DeepCeutix Ltd
Email
info@deepceutix.com
Address
71-75 Shelton Street, London, England, WC2H 9JQ
Web
deepceutix.com