End User Licence Agreement
Apex Data Routing — London Market Data Validation Appliance
Version 1.0 · Effective on first use
This is a draft, not legal advice. It was written to be defensible rather than merely aggressive, and it has not been reviewed by a solicitor. Have one read it before you put it in front of a paying client — particularly Clauses 4 and 7, where the enforceable position differs by jurisdiction.
1. What this software is
The Software is a self-hosted local utility framework. You run it on infrastructure you control. It is delivered "as is" and "as available", with no warranty of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
The Licensor operates no service on your behalf. There is no hosted endpoint, no uptime commitment, no service level, no support obligation and no maintenance obligation. Nothing in any documentation, demonstration, benchmark or conversation creates one.
2. What it is not
The Software produces decision support, not decisions. It does not provide legal, regulatory, actuarial, underwriting or claims-handling advice, and it is not a substitute for a qualified professional exercising judgement.
You remain solely responsible for every underwriting, binding, settlement, reserving, sanctions and compliance decision made by your organisation, including any decision informed by output from the Software. Any figure the Software returns — a reserve, a risk score, a coverage verdict, a screening result — is an input to your process and must be reviewed by a competent person before it is acted on.
3. Data boundary
This clause is stated precisely because a general assurance would be untrue, and an untrue assurance in this document would be worth less to both of us than an accurate one.
3.1 The Licensor holds nothing. The Licensor does not host, receive, store, process, transmit or view Your Data. No telemetry is collected. No content leaves your infrastructure to reach the Licensor, in any circumstance.
3.2 Endpoints that make no network call. /v1/ingest/inspect, /v1/cdr/validate, and /v1/claims/triage when supplied with structured fields rather than a document, execute entirely within your process. They call no external service. This is verifiable: run the container with --network none and they continue to function.
3.3 Endpoints that call a third-party model provider. The remaining endpoints — including document extraction, schema transformation, contract audit, bordereau reconciliation and exposure screening — transmit document content to Anthropic PBC for processing, using API credentials you supply.
For those endpoints:
- Your Data leaves your infrastructure and is processed by a third party.
- Your relationship with that provider is governed by your agreement with
them, to which the Licensor is not a party.
- You are responsible for determining whether that transmission is lawful and
appropriate for each class of document, including under UK GDPR, the Data Protection Act 2018, your regulatory obligations and any confidentiality owed to your clients or theirs.
- No configuration setting changes this. If that transmission is unacceptable
for a category of document, those endpoints are unsuitable for it.
3.4 Your responsibilities. You are solely responsible for the security of your deployment, your infrastructure, your access controls, and the API credentials you configure. Credentials are read from your environment and never transmitted to the Licensor.
3.5 Sanctions and screening data. No sanctions list data is supplied with the Software. Obtaining current lists, keeping them current, and setting screening thresholds are yours. Where no list is loaded, the Software reports NOT_SCREENED and clear_to_bind: false; it will never report a party as clear on the basis of a check that did not happen. Interpreting a screening result remains a compliance decision you own.
4. Limitation of liability
4.1 Cap. To the fullest extent permitted by applicable law, the Licensor's total aggregate liability arising out of or in connection with this Agreement or the Software, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees you paid for the Software in the twelve months preceding the event giving rise to the claim, or £100, whichever is the greater.
4.2 Excluded losses. The Licensor shall not be liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss or corruption of data, regulatory fines or penalties, or any indirect or consequential loss, however arising.
4.3 What cannot be excluded. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
On the "£0 under any scenario" clause that was requested and is not here. A blanket exclusion is not merely unenforceable — under the Unfair Contract Terms Act 1977 an unreasonable exclusion can be struck down *in its entirety*, taking the protection you actually wanted with it, and Clause 4.3 carve-outs cannot be contracted away regardless. A cap that a court will uphold protects you more than an absolute one it will not. If a client's counsel reads a £0 clause, it also signals that the rest of the document was not written by someone expecting scrutiny.
5. Licence and restrictions
Subject to payment and to this Agreement, you are granted a non-exclusive, non-transferable, non-sublicensable licence to install and use the Software within your own organisation for the term purchased.
You may not: redistribute, resell, sublicense or host the Software as a service for third parties; remove or alter licensing, attribution or trial-expiry mechanisms; or use the Software to build a competing product.
6. Trial and expiry
Trial builds cease serving the /v1 processing endpoints after the expiry date compiled into the build. Health, documentation and evaluation endpoints continue to respond so the appliance can account for its own behaviour.
The expiry is a commercial term, not a security control. Circumventing it is a breach of this Agreement whether or not it is technically possible.
7. Governing law and disputes
This Agreement is governed by the laws of England and Wales.
The parties shall first attempt to resolve any dispute in good faith through written correspondence. Where a dispute cannot be resolved within 30 days, it shall be referred to arbitration in London under the LCIA Rules, by a sole arbitrator, conducted on documents only unless the arbitrator directs otherwise.
Documents-only arbitration is the closest enforceable form of the "text arbitration" that was requested. A clause purporting to compel an exchange of messages as the sole forum, and to oust the courts entirely, risks being unenforceable — and consumer or small-business counterparties may retain rights to a court in any event.
8. Accuracy and benchmarks
Any accuracy figure published by the Licensor is measured over synthetic documents with labels constructed by the Licensor, not over real market documents verified by an independent party. It is a regression baseline. It is not a prediction of accuracy on your traffic, and it is not warranted.
You are responsible for validating the Software against your own documents before relying on it.
9. Termination
This licence terminates automatically if you breach it. On termination you must cease use and remove all copies. Clauses 2, 3, 4, 8 and 7 survive termination.
10. Entire agreement
This Agreement is the entire agreement between the parties regarding the Software and supersedes all prior discussions. If any provision is held unenforceable, the remainder continues in force and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.
Licensing enquiries: apex.data.routing@proton.me