Commercial Terms

These Commercial Terms govern paid business-to-business services supplied by PROOF AG LTD where an Order Form, Statement of Work, programme agreement or other written agreement incorporates them.

Proof provides evidence infrastructure.

Customers may pay for infrastructure, tools, programmes, authorised evidence outputs, licences and integrations.

They do not buy private farm records or control over what the evidence says.

1. The parties

These Terms are between:

PROOF AG LTD

and:

the customer identified in the applicable Order Form or other written agreement.

In these Terms:

Proof, we, us andour mean PROOF AG LTD.

Customer, you and your mean the contracting customer.

2. Business customers only

These Commercial Terms are intended for customers acting wholly or mainly in the course of a business, profession, public function or organisational activity.

They are not intended to govern ordinary consumer purchases.

If Proof later supplies a service directly to consumers, separate consumer terms should be provided where appropriate.

3. Related documents

The Contract may include:

• an Order Form;
• Statement of Work;
• programme agreement;
• these Commercial Terms;
• Proof Record Rules;
• Data Processing Addendum where required;
• Service Level Schedule where agreed;
• API terms where applicable;
• product-specific criteria or licence rules;
• security documentation;
• other documents expressly incorporated in writing.

Relevant public documents include:

• the Proof Record Rules;
• the Proof Platform Privacy Notice;
• the Contributor and Accreditation Terms.

4. Contract formation

A contract is formed when:

• both parties sign an Order Form or other written agreement incorporating these Terms; or
• Proof accepts an order that expressly incorporates these Terms.

A website enquiry, proposal, presentation, quotation or demonstration does not itself create a contract unless it expressly states otherwise.

5. Order of precedence

If Contract documents conflict, the following order applies unless the Order Form expressly and lawfully states otherwise:

1. applicable law;
2. protected Proof Record Rules concerning record integrity, authority, permissions, privacy, truthful recording, no pay-to-influence and preservation of inconvenient outcomes;
3. Data Processing Addendum for processor obligations concerning personal data;
4. Order Form or signed programme agreement;
5. Statement of Work;
6. these Commercial Terms;
7. applicable service documentation.

An Order Form may change commercial matters such as:

• scope;
• price;
• timing;
• support;
• service levels;
• deliverables.

It may not purchase an exception to a protected Proof Record rule.

Where a Contract document conflicts with a Proof Record Rule that is not a protected rule, the conflict is resolved under theprecedence clause of the Proof Record Rules.

6. Definitions

7. Services

Proof will provide the Services identified in the applicable Order Form.

Services may include:

• Proof Pro;
• evidence programmes;
• Proof Network;
• Proof Intelligence;
• Proof Recorded;
• Proof Attestations;
• organisation workspaces;
• APIs;
• integrations;
• implementation;
• support;
• research or standards services;
• other agreed services.

A product-specific section of these Terms applies only where that product is included in the relevant Order Form.

8. Current and future functionality

Proof is an evolving platform.

Service descriptions explain the functionality intended to be supplied under the Contract.

Unless expressly included in the Order Form, statements concerning:

• future functionality;
• product roadmaps;
• proposed integrations;
• developing features;
• future geographic coverage;
• future evidence density;

are not contractual delivery commitments.

Proof will not materially reduce a contracted paid Service during its agreed term without an appropriate reason, replacement or contractual remedy.

9. Customer responsibilities

The Customer must:

• provide information reasonably required for delivery;
• nominate appropriate contacts;
• make decisions and approvals within agreed timescales;
• ensure its Authorised Users comply with the Contract;
• obtain rights and permissions for Customer Data it supplies;
• comply with applicable law;
• use Proof outputs responsibly;
• protect login credentials;
• notify Proof of suspected misuse or security incidents;
• avoid representing Proof evidence more strongly than the evidence supports.

10. Customer authority

The Customer confirms that it has appropriate authority to:

• enter into the Contract;
• provide Customer Data;
• instruct Proof in relation to information the Customer is legally entitled to control;
• grant any licence expressly granted under the Contract.

A Customer cannot grant Proof rights that belong to:

• a farm;
• contributor;
• researcher;
• another organisation;
• another rights holder;

unless it genuinely has authority to do so.

11. Authorised Users

The number, type or scope of Authorised Users may be specified in the Order Form.

The Customer must not:

• share personal user accounts between unrelated users;
• allow unauthorised access;
• circumvent user limits;
• misrepresent user identity.

Proof may suspend an individual account where reasonably necessary for security or misuse prevention without suspending the entire Customer organisation where a narrower measure is sufficient.

12. Fees

The Customer will pay the fees stated in the Order Form.

Fees may depend on factors including:

• service scope;
• number of authorised users;
• participant organisations;
• holdings;
• records;
• programme scope;
• geography;
• update frequency;
• analysis;
• governance requirements;
• integrations;
• implementation;
• support;
• service levels.

Fees do not depend on whether the evidence is:

• positive;
• negative;
• null;
• mixed;
• inconclusive;
• privacy-suppressed;
• commercially convenient.

13. Taxes

Fees are exclusive of VAT and other applicable sales taxes unless expressly stated otherwise.

The Customer will pay applicable VAT properly charged by Proof.

Each party remains responsible for its own taxes arising from its income, employees and business activities.

14. Invoicing and payment

Unless the Order Form states otherwise:

• Proof may invoice according to the agreed billing schedule;
• invoices are payable within 30 days of the invoice date;
• payment must be made in the currency stated in the invoice;
• the Customer must pay undisputed amounts without set-off or deduction except where required by law.

For staged programmes, the Order Form may provide milestone billing.

15. Invoice disputes

If the Customer genuinely disputes an invoice, it must notify Proof promptly and explain:

• the amount disputed;
• the reason;
• supporting information.

The Customer must pay any undisputed amount when due.

The parties will work reasonably to resolve the disputed amount.

Raising an invoice dispute must not be used to pressure Proof to alter evidence or an outcome.

16. Late payment

Where an undisputed amount is overdue, Proof may exercise rights available under the Late Payment of Commercial Debts (Interest) Act 1998 and other applicable law.

This may include:

• statutory interest;
• fixed compensation;
• reasonable recovery costs where available.

Proof may also suspend a paid Service for persistent non-payment after reasonable notice.

Non-payment does not give Proof the right to delete farm-controlled records merely as commercial leverage.

17. Expenses

The Customer will reimburse reasonable expenses only where:

• the Order Form permits them; or
• the Customer approved them in advance.

Proof must provide reasonable supporting information where requested.

18. Changes to scope

Either party may request a change to:

• scope;
• timetable;
• deliverables;
• integration;
• support;
• participant numbers;
• programme requirements.

No material change takes effect until documented and agreed.

A commercial change request cannot override a protected Proof Record rule.

19. Customer delays

Where delivery depends on Customer information, decisions, access or approvals and these are delayed, Proof may reasonably:

• adjust the timetable;
• reschedule work;
• revise affected milestones;
• recover reasonable additional cost where agreed or properly incurred.

Proof must not use a Customer delay as a reason to invent missing evidence or relax a required method.

20. Evidence programmes

Where the Service includes an evidence programme, the parties should agree the programme scope before substantive delivery begins.

The programme documentation should identify, where applicable:

• question;
• purpose;
• participant group;
• evidence required;
• outcome specification;
• principal inclusion criteria;
• principal exclusions;
• comparison method;
• permissions;
• privacy rules;
• deliverables;
• timing;
• funding;
• material conflicts.

21. Method lock

For a pre-specified evidence programme, the primary question, primary outcome and principal comparison rules should be agreed before the relevant outcomes are inspected.

Changes after method lock must record:

• what changed;
• who requested it;
• reason;
• date;
• likely effect.

Exploratory analysis may still be carried out where clearly identified as exploratory.

22. No outcome guarantee

Proof does not promise that an evidence programme will produce:

• a positive result;
• a statistically significant result;
• sufficient comparable records;
• a commercially useful direction;
• evidence supporting the Customer’s hypothesis.

A valid contractual outcome may include:

• positive evidence;
• negative evidence;
• null evidence;
• mixed evidence;
• inconclusive evidence;
• insufficient evidence;
• privacy suppression;
• a finding that records are not sufficiently comparable.

The Customer pays for the agreed process, infrastructure and deliverables, not a particular result direction.

23. No refund because of evidence direction

Unless the Contract expressly provides otherwise, the Customer is not entitled to a refund merely because an evidence output is:

• negative;
• null;
• mixed;
• adverse;
• inconclusive;
• insufficient;
• privacy-suppressed.

This does not limit a remedy where Proof materially failed to perform the contracted service.

24. Proof Records remain separately governed

A commercial Contract does not transfer control of a farm’s private Proof Record to the Customer.

Proof Records remain governed by:

• Farm Authority;
• applicable permissions;
• Proof Record Rules;
• data-protection law;
• other applicable legal rights.

A Customer cannot use an Order Form to widen a farm permission without valid authority.

25. Private farm records

Unless a separate valid permission expressly allows named access, the Customer does not receive:

• farm identity;
• field name;
• exact field boundary;
• exact GPS coordinates;
• private raw evidence;
• private machinery files;
• private invoices;
• private access history;
• other private farm-level information.

Payment does not itself create access.

26. Named access

Where a Customer is granted named access to information, access is limited to:

• the authorised information;
• agreed purpose;
• duration;
• recipient;
• applicable onward-sharing rules.

Named access does not create a general right to use the information for another project.

27. Group evidence

Where the Customer purchases Group Evidence, it receives only the output permitted under the applicable:

• Farm Authorities;
• permissions;
• comparison rules;
• privacy rules.

Proof may refuse or suppress an output where:

• privacy thresholds are not met;
• re-identification risk is too high;
• permissions are insufficient;
• records are unsuitable for that use.

28. No re-identification

The Customer must not attempt to identify a farm, farmer, contributor or other protected person from:

• pseudonymised evidence;
• aggregate evidence;
• generalised location;
• suppressed information;
• repeated outputs.

The Customer must not use:

• differencing;
• external datasets;
• repeated filters;
• other techniques;

to defeat Proof’s privacy protections.

Suspected re-identification risk must be reported to Proof.

29. No private row extraction

Unless expressly permitted under a lawful named-access arrangement, the Customer must not attempt to obtain or reconstruct row-level private farm information from Proof.

This applies even where the Customer believes it could recreate the information from multiple permitted outputs.

30. Customer interpretation

Proof may provide:

• recorded evidence;
• derived calculations;
• group comparisons;
• contextual information;
• limitations.

The Customer remains responsible for its interpretation and any decision it makes from that evidence.

Proof does not make the Customer’s:

• agronomic decision;
• lending decision;
• insurance decision;
• procurement decision;
• regulatory decision;
• compliance decision;
• investment decision.

31. No rankings or recommendations

Unless Proof expressly develops a lawful separate service with different terms, the Customer must not use Proof to require Proof itself to:

• rank products;
• rank farmers;
• rank agronomists;
• identify a “best” treatment;
• recommend an agronomic action;
• create a trust score;
• create an automated credit score;
• certify compliance.

The Customer may conduct its own lawful analysis outside Proof, but must not represent that analysis as a Proof conclusion unless Proof expressly issued it.

32. Evidence output labelling

A Customer using Proof evidence externally must preserve material qualifications, including where relevant:

• scope;
• date;
• method;
• denominator;
• limitations;
• funding disclosure;
• applicable Addenda;
• record or output version.

The Customer must not quote a Proof output selectively in a way that materially changes its meaning.

33. Customer claims

The Customer must not state that Proof:

• proves a product works;
• recommends a product;
• certifies efficacy;
• guarantees an outcome;
• approves the Customer;
• verifies a claim beyond the scope actually checked;

unless Proof has expressly issued a statement with that meaning.

Words such as:

• verified;
• independent;
• validated;
• representative;

must be used consistently with the qualification shown in the relevant Proof material.

34. Proof Recorded

This section applies only where the Order Form grants a Proof Recorded licence.

Proof Recorded is a factual status governed by published criteria.

It does not mean Proof endorses:

• efficacy;
• quality;
• safety;
• sustainability;
• regulatory compliance;
• commercial value.

The Customer must satisfy the relevant criteria independently of payment.

Payment purchases the agreed licence and associated services.

It does not purchase the underlying status.

35. Proof Recorded licence

Where granted, Proof gives the Customer a limited, non-exclusive, non-transferable right during the licence term to use the approved Proof Recorded mark in accordance with:

• the Order Form;
• applicable brand rules;
• current eligibility criteria.

The Customer must not:

• alter the mark materially;
• use it outside the permitted scope;
• imply certification or endorsement;
• use it after the licence or qualifying status ends.

36. Loss of Proof Recorded status

If the factual criteria for Proof Recorded status cease to be met, Proof may:

• suspend the mark;
• require correction of Customer material;
• withdraw the licence.

The underlying Proof Records are not deleted merely because the status changes.

Commercial payment cannot preserve a status that is no longer factually earned.

37. Proof Attestations

This section applies only where the Order Form includes a Proof Attestation service.

A Proof Attestation is a dated, scoped statement produced against a defined rule and evidence set.

An Attestation should identify:

• Attestation ID;
• rule or method;
• scope;
• relevant evidence;
• date;
• result state;
• limitations.

38. Attestation states

Where appropriate, an Attestation may return states such as:

An Attestation does not automatically mean:

• regulatory certification;
• legal compliance;
• product approval;
• efficacy;
• recommendation.

39. Customer policy remains the Customer’s responsibility

Where the Customer uses an Attestation in:

• procurement;
• assurance;
• finance;
• supply chain;
• another policy process;

the Customer determines its own policy consequences.

Proof applies the agreed evidence rule.

It does not automatically make the Customer’s policy decision.

40. Proof Network

This section applies where the Customer subscribes to Proof Network.

Proof Network may provide agreed functionality including:

• evidence programmes;
• participant management;
• authorised workspaces;
• programme monitoring;
• saved questions;
• group evidence;
• recurring outputs.

Customer access remains subject to the permissions applying to individual Proof Records.

41. Proof Intelligence

This section applies where the Customer uses Proof Intelligence.

Proof Intelligence may provide authorised evidence such as:

• distributions;
• trends;
• comparisons;
• evidence coverage;
• evidence gaps;
• seasonal patterns;
• contextual patterns;
• recurring evidence views.

Availability depends on:

• record density;
• permission;
• comparability;
• privacy.

Proof does not guarantee that every requested analytical cut can safely or meaningfully be produced.

42. Proof Pro

This section applies where the Customer purchases Proof Pro.

Proof Pro may provide paid functionality around records that the Customer or its Authorised Users are entitled to access, including:

• advanced search;
• comparisons;
• team workflows;
• reporting;
• evidence management;
• integrations;
• other contracted functionality.

A Proof Pro subscription does not buy access to records outside the Customer’s permission.

43. APIs and integrations

Where the Customer is given API or integration access, it must:

• use issued credentials securely;
• comply with technical documentation;
• respect rate limits;
• use information only for authorised purposes;
• preserve provenance where required;
• not circumvent permission controls;
• not attempt bulk extraction outside its entitlement.

Proof may rotate credentials or restrict an integration where necessary for security.

44. Integration provenance

Imported or exported information should preserve relevant provenance.

An integration must not silently:

• remove source identity;
• alter units;
• alter meaning;
• remove funding disclosures;
• override Proof permissions.

Where transformation occurs, the relevant mapping or method should remain traceable where appropriate.

45. Third-party systems

Proof may integrate with services supplied by third parties.

Proof is not responsible for:

• the independent availability of a third-party service;
• changes made by the third-party provider;
• information supplied incorrectly by that provider;

except to the extent that Proof has expressly accepted responsibility under the Contract.

Proof will use reasonable care in selecting and operating integrations under its control.

46. Service availability

Proof will use reasonable efforts to make paid Services available.

Any specific:

• uptime commitment;
• response time;
• recovery target;
• support window;
• maintenance rule;

must be stated in the Order Form or Service Level Schedule.

No general website statement creates an enterprise service level unless incorporated into the Contract.

47. Maintenance

Proof may carry out:

• planned maintenance;
• security work;
• emergency maintenance;
• infrastructure upgrades.

Where reasonably practicable, Proof will provide advance notice of material planned interruption to a paid production Service.

48. Support

Support scope, hours and response commitments are those identified in the relevant Order Form.

Unless agreed otherwise, support does not include:

• agronomic advice;
• legal advice;
• statistical consultancy beyond the contracted scope;
• repairing Customer systems;
• bespoke product development.

49. Security

Proof will maintain technical and organisational security measures appropriate to the nature and risk of the relevant Service.

These may include:

• access control;
• authentication;
• encryption;
• logging;
• backups;
• environment separation;
• vulnerability management;
• incident response;
• supplier controls;
• permission testing.

The Customer must implement reasonable security on its own systems and user accounts.

50. Security incidents

Each party must notify the other without undue delay after becoming aware of a security incident materially affecting the other party’s information or the contracted Service.

The parties will reasonably cooperate to:

• contain;
• investigate;
• remediate;
• meet applicable notification obligations.

Public disclosure should be coordinated where appropriate, without unlawfully preventing either party from meeting a legal obligation.

51. Data protection

Each party must comply with applicable data-protection law.

The parties’ roles depend on the relevant processing.

Proof may act as:

• controller;
• joint controller;
• processor;

for different activities.

An Order Form cannot change the legal role merely by applying a label inconsistent with the actual processing.

52. Proof as processor

Where Proof processes personal data solely on the Customer’s documented instructions as a processor, a Data Processing Addendum must apply.

The DPA must include the terms required by applicable UK data-protection law, including:

• subject matter;
• duration;
• nature and purpose;
• personal-data types;
• data-subject categories;
• documented instructions;
• confidentiality;
• security;
• subprocessors;
• rights assistance;
• breach assistance;
• DPIA assistance where applicable;
• end-of-service treatment;
• audit and compliance information.

53. Proof as controller

Where Proof determines its own purpose and essential means for processing, it acts as controller for that processing.

Examples may include:

• account administration;
• accreditation;
• platform security;
• Proof Record integrity;
• permission administration;
• legal compliance.

The applicablePrivacy Notice explains those activities.

54. Controller-to-controller sharing

Where the parties independently act as controllers for a permitted disclosure, each is responsible for:

• its own lawful basis;
• transparency;
• security;
• rights obligations;
• retention;
• onward use.

Where appropriate, a separate data-sharing agreement may apply.

55. Subprocessors

Where Proof acts as processor, it may use subprocessors in accordance with the applicable DPA.

Proof will:

• maintain a current subprocessor list;
• impose appropriate data-protection obligations;
• remain responsible for subprocessor performance as required by law and contract.

Where general authorisation is used, the DPA will explain how material changes are notified and how valid objections are handled.

56. International transfers

Where a restricted international transfer of personal data occurs, the parties will use an appropriate lawful transfer mechanism.

This may include:

• UK adequacy regulations;
• the International Data Transfer Agreement;
• the UK Addendum to approved Standard Contractual Clauses;
• another lawful mechanism.

57. Confidential information

Confidential Information means information disclosed by one party to the other that:

• is marked confidential;
• is confidential by nature;
• should reasonably be understood as confidential.

It may include:

• private farm information;
• business plans;
• pricing;
• source code;
• technical architecture;
• security information;
• unreleased product information;
• research material.

58. Confidentiality obligations

Each receiving party must:

• keep Confidential Information secure;
• use it only for the Contract;
• disclose it only to people who need it and are appropriately bound by confidentiality;
• not disclose it to another person without authority.

These obligations do not apply to information that the receiving party can demonstrate:

• was already lawfully known without restriction;
• becomes public without breach;
• is lawfully received from another source without restriction;
• is independently developed.

59. Required disclosure

A party may disclose Confidential Information where required by:

• law;
• court;
• regulator;
• competent authority.

Where legally permitted, the disclosing party should receive reasonable advance notice.

Only the information reasonably required should be disclosed.

60. Intellectual property

Each party retains ownership of intellectual-property rights it owned before the Contract or develops independently of it.

Proof retains rights in:

• platform software;
• system architecture;
• taxonomy;
• schemas;
• APIs;
• interfaces;
• methodologies;
• Proof recording standard implementation;
• identifiers;
• brand;
• general improvements.

61. Customer Data rights

The Customer and relevant third-party rights holders retain existing rights in Customer Data.

The Customer grants Proof a limited licence to use Customer Data as reasonably necessary to:

• provide the Services;
• meet contractual obligations;
• secure the platform;
• comply with law.

This licence does not override Farm Authority or Proof Record permissions.

62. Proof Record rights

Rights in information contained within a Proof Record may belong to different parties.

A Customer does not acquire ownership of a Proof Record merely because:

• it funded a programme;
• it supplied a product;
• it subscribed to Proof;
• the record contributed to a Customer output.

Farm permissions and source rights continue to apply.

63. Derived Evidence

Unless an Order Form states otherwise, Proof retains intellectual-property rights in its:

• methods;
• system-generated structures;
• software;
• reusable analytical framework.

The Customer receives the agreed rights to use the delivered Derived Evidence for the purposes stated in the Contract.

Those rights do not include the right to reconstruct or obtain private source records.

64. Customer deliverables

The Order Form should identify whether the Customer receives rights to:

• use internally;
• reproduce;
• publish;
• distribute;
• incorporate;

a particular report or output.

Where external publication is permitted, the Customer must preserve applicable:

• attribution;
• citations;
• limitations;
• status;
• Addenda.

65. Proof branding

The Customer may not use:

• Proof name;
• Proof logo;
• Proof Recorded;
• Proof Accredited;
• Attestation marks;

except as expressly permitted.

General factual reference to being a Proof customer is not automatically permission to use a Proof status mark.

66. Publicity

Neither party may issue a press release naming the other as a customer or partner without prior permission, unless that fact is already lawfully public and the reference is accurate.

An Order Form may include separately agreed:

• logo rights;
• case-study rights;
• reference-customer rights.

Proof must not present a discussion, proposal or unsigned relationship as a customer relationship.

67. Feedback

If the Customer gives general product feedback, Proof may use that feedback to improve its products without payment or restriction.

This does not transfer ownership of:

• Customer Confidential Information;
• Customer Data;
• Customer intellectual property.

68. Customer compliance

The Customer must comply with applicable law in its use of Proof.

The Customer must not use Proof to facilitate:

• unlawful discrimination;
• unlawful surveillance;
• illegal enforcement targeting;
• fraud;
• unlawful processing of personal data;
• violation of intellectual-property rights;
• another unlawful activity.

69. Anti-bribery

Each party must comply with applicable anti-bribery and anti-corruption law.

The Customer must not offer a benefit intended to influence:

• a Proof evidence outcome;
• contributor record;
• inclusion decision;
• accreditation decision;
• Proof Recorded status.

70. Sanctions and trade controls

Each party must comply with applicable sanctions and trade-control laws relevant to the Services.

Neither party is required to perform an obligation where doing so would breach applicable sanctions law.

71. Proof warranties

Proof warrants that:

• it has authority to enter into the Contract;
• it will provide paid Services with reasonable care and skill;
• it will use reasonable efforts to perform materially in accordance with the agreed Service description;
• it will comply with applicable law in performing its obligations.

72. No evidence warranty

Proof does not warrant that:

• every contributed record is factually correct;
• every contributor’s professional judgement is correct;
• every source dataset is error-free;
• every question will have sufficient evidence;
• every permitted comparison will produce a usable output;
• a recorded association establishes causation.

Proof’s verification scope is governed by theProof Record Rules.

73. Customer warranties

The Customer warrants that:

• it has authority to enter the Contract;
• information it supplies is provided lawfully;
• it has relevant rights where it instructs Proof to process Customer Data;
• it will not knowingly misuse evidence;
• it will comply with applicable permissions.

74. Disclaimer

Except for express warranties in the Contract and rights that cannot lawfully be excluded, other warranties and conditions are excluded to the extent permitted by law.

Nothing in this section converts Proof into:

• a certification body;
• regulator;
• professional adviser;
• guarantor of agricultural performance.

75. Unlimited liabilities

Nothing in the Contract excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud;
• fraudulent misrepresentation;
• liability that cannot legally be excluded or limited.

76. General liability cap

Subject to sections 75 and 77, each party’s aggregate liability arising out of a Contract in any rolling 12-month period will not exceed 100% of the fees paid or payable under that Contract during that period.

For a Contract shorter than 12 months, the cap will be the total fees paid or payable under that Contract.

77. Enhanced liability cap

For liability arising from:

• breach of confidentiality;
• breach of applicable data-protection obligations;
• infringement of the other party’s intellectual-property rights caused by material supplied by the liable party;

the aggregate liability cap will be 200% of the amount used to calculate the general liability cap, unless the Order Form lawfully states another amount.

This does not limit liability that applicable law does not allow the parties to limit.

78. Excluded business losses

Subject to applicable law and sections 75 to 77, neither party is liable for:

• indirect loss;
• consequential loss;
• loss of anticipated profit;
• loss of anticipated revenue;
• loss of anticipated savings;
• loss of goodwill;
• loss of opportunity;

except where the relevant loss forms part of an express contractual payment obligation or is otherwise expressly recoverable under the Contract.

79. Customer decisions

Proof is not liable merely because the Customer makes an unsuccessful:

• agricultural;
• procurement;
• lending;
• insurance;
• investment;
• regulatory;
• commercial;

decision after reviewing Proof evidence.

This does not exclude liability where Proof itself breached the Contract or applicable law and that breach caused recoverable loss.

80. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, except that this does not excuse payment of amounts already properly due.

The affected party must:

• notify the other where reasonably practicable;
• take reasonable steps to reduce the impact.

81. Term

The Contract begins on the date stated in the Order Form.

It continues for:

• the initial term;
• any renewal term;

specified there.

There is no automatic renewal unless the Order Form provides for it.

82. Renewal

Where automatic renewal applies, the Order Form must state:

• renewal period;
• notice period;
• pricing treatment.

Proof must not hide an automatic-renewal obligation in unrelated legal text.

83. Termination for convenience

A party may terminate for convenience only where the Order Form expressly allows it.

Any notice period and financial consequences are those stated in the Order Form.

84. Termination for breach

Either party may terminate a Contract where the other party:

• materially breaches it;
• fails to remedy a remediable material breach within 30 days after written notice.

A shorter remediation period may apply where urgent action is reasonably required for:

• security;
• privacy;
• unlawful use.

85. Insolvency

Either party may terminate where the other suffers an insolvency event allowing termination under applicable law, subject to any statutory restrictions on termination rights.

86. Immediate suspension or termination

Proof may suspend or terminate relevant access immediately where reasonably necessary because of:

• unlawful activity;
• serious security risk;
• attempted re-identification;
• deliberate privacy circumvention;
• evidence manipulation;
• fraudulent use;
• misuse of Proof status marks.

Proof should use a narrower restriction where that adequately protects the affected interest.

87. Effect of termination

When a paid Contract ends, the Customer loses rights to use Services that depend on the active Contract, including where applicable:

• paid dashboards;
• organisation workspaces;
• ongoing monitoring;
• paid API access;
• support;
• active commercial mark licences.

Outstanding fees remain payable.

88. Records after payment ends

Termination does not automatically delete:

• valid Proof Records;
• locked versions;
• public redacted views;
• Addenda;
• citations;
• audit history;
• historical Group Evidence already lawfully produced.

Farm and contributor rights continue under theProof Record Rules.

Payment does not become a ransom for evidence permanence.

89. Proof Recorded after termination

When a Proof Recorded licence ends:

• the Customer must stop new commercial use of the mark;
• remove the mark from digital material where reasonably practicable;
• stop presenting itself as currently licensed.

Historical Proof Records and factual status history may remain.

90. Data at termination

Personal data processed by Proof solely as processor is returned or deleted in accordance with the DPA, except where law requires retention.

This does not require deletion of information that Proof lawfully processes independently as controller or valid Proof Record history that remains governed under separate authority and lawful basis.

The distinction must be documented before the processing begins.

91. Confidentiality after termination

Confidentiality obligations continue after termination for as long as the information remains confidential.

Trade-secret obligations continue for as long as the information remains a trade secret under applicable law.

92. Intellectual property after termination

Termination does not affect:

• accrued intellectual-property rights;
• existing ownership;
• licences expressly stated to survive.

Rights to active status marks end according to their specific licence rules.

93. Audit and compliance information

Proof may provide reasonable information necessary to demonstrate compliance with contractual:

• security;
• data protection;
• permission;
• Service obligations.

Audit rights must be proportionate.

They do not provide unrestricted access to:

• other customers’ information;
• private farm records;
• security-sensitive information;
• source code;

unless separately required by law or expressly agreed.

94. Notices

Formal notices under the Contract must be sent to the addresses specified in the Order Form.

Email may be used where the Contract allows it.

A notice is treated as received according to the notice rules stated in the Order Form or, if none are stated, under applicable law.

95. Assignment

Neither party may assign the Contract without the other’s consent, not to be unreasonably withheld, except that Proof may assign it as part of:

• a merger;
• reorganisation;
• sale of substantially all relevant business assets;

subject to applicable permissions, confidentiality and data-protection obligations.

A corporate transaction does not automatically widen a farm permission.

96. Subcontracting

Proof may use subcontractors to perform parts of the Service.

Proof remains responsible for their performance to the extent provided by the Contract and applicable law.

Use of personal-data subprocessors is governed separately under the DPA.

97. No partnership or agency

The Contract does not create:

• partnership;
• joint venture;
• employment;
• agency;

between the parties.

Neither party may bind the other without express authority.

98. Entire agreement

The Contract constitutes the entire agreement concerning its subject matter.

The parties acknowledge that they have not relied on a statement not included in the Contract, except that nothing excludes liability for fraud or fraudulent misrepresentation.

99. Variation

A variation must be:

• in writing;
• agreed by authorised representatives;

unless the Contract expressly allows a different change process.

Proof may update generally applicable technical documentation where the change does not materially remove contracted rights.

100. Waiver

Failure to enforce a contractual right immediately does not waive that right.

A waiver concerning one event does not automatically waive another.

101. Severability

If a provision is unlawful or unenforceable, it is adjusted or removed only to the extent necessary.

The remaining Contract continues.

102. Third-party rights

Unless expressly stated otherwise, a person who is not a party to the Contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

This does not affect rights existing independently under law.

103. Dispute escalation

Before commencing ordinary court proceedings, the parties should attempt in good faith to resolve a commercial dispute through:

1. operational contacts;
2. senior representatives.

Either party may still seek urgent:

• injunctive relief;
• protective relief;
• debt recovery;

where necessary.

104. Mediation

The parties may agree to refer an unresolved dispute to mediation.

Unless agreed otherwise, mediation does not prevent either party from:

• protecting a limitation period;
• seeking urgent legal relief;
• recovering an undisputed debt.

105. Governing law

The Contract and non-contractual disputes arising from it are governed by the laws of England and Wales.

106. Jurisdiction

The courts of England and Wales have exclusive jurisdiction unless the Order Form expressly provides another lawful dispute mechanism.

107. Contact

Commercial legal enquiries: