Terms of Service

This agreement is a legal agreement between you, whether acting as an individual user or on behalf of the company you represent (collectively, "Client") and Phoebe Technology Limited, trading as "Coral", a company incorporated in England and Wales with registered number 15331837 whose registered office is at 9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN ("Coral"), specifically relating to software services provided by Coral to the Client. (Hereafter, the "Agreement").

By using the Services, you confirm that you accept this Agreement, or mutually agreed amended terms. If you do not accept this Agreement or mutually agreed amended terms, you must not use the Services.

Terms of the Agreement

1. Services

1.1 Coral agrees to provide to the Client access to Coral's commercial software services relating to Coral, the execution layer for AI agents, including the Coral enterprise edition and any other commercial offerings made available by Coral to the Client (collectively, the "Services"), in exchange for the payment of fees as agreed in an Order Form or quotation accepted in writing by the Client (an "Order Form"). For the avoidance of doubt, the Services under this Agreement are distinct from the open-source Coral software addressed in Clause 1.2 below.

1.2 Open Source. The Client acknowledges and agrees that the Coral software is also made publicly available by Coral as open-source software under the Apache License, Version 2.0 (the "Apache License"). The Client's rights in, and obligations relating to, any copy of the Coral open-source software obtained, used, modified, or distributed outside the scope of the Services are governed solely by the Apache License, and not by this Agreement. To the extent of any conflict or inconsistency between this Agreement and the Apache License with respect to the open-source Coral software, the Apache License shall govern that open-source software; this Agreement shall govern the additional commercial Services provided by Coral to the Client.

2. Term and Termination

2.1 The Agreement starts when the Client accepts it and continues for an initial term of twelve (12) months (the "Initial Term").

2.2 Renewal Term. After the Initial Term, the Agreement renews automatically for successive twelve (12) month periods (each, a "Renewal Term"; the Initial Term together with all Renewal Terms being the "Term").

2.3 Either Party may terminate with effect from the end of the Initial Term or any Renewal Term by giving thirty (30) days' written notice, which may be given by email. Termination of this Agreement shall not affect or terminate the Client's rights in the open-source Coral software under the Apache License, which shall survive in accordance with its terms.

2.4 Either Party may terminate this Agreement with immediate effect by written notice to the other Party if the other Party:

(a) commits a material breach of this Agreement which is irremediable or, if remediable, is not remedied within thirty (30) days of receiving written notice requiring it to be remedied; or

(b) is unable to pay its debts as they fall due (within the meaning of section 123 of the Insolvency Act 1986), enters into administration, liquidation (other than for a solvent reorganization) or any arrangement with its creditors, has a receiver appointed over any of its assets, or suffers any analogous event in any jurisdiction.

2.5 Termination or expiry of this Agreement shall not affect any rights, remedies or liabilities of either Party that have accrued up to the date of termination or expiry. The following shall survive termination or expiry: Clause 3 (Fees and Payment) in respect of fees accrued before termination; Clause 4 (Confidentiality); Clause 6 (Data Deletion); Clause 8 (Intellectual Property); Clause 12 (Indemnification); Clause 14 (Limitation of Liability); Clause 15 (Disclaimer of Warranties); Clause 18 (Governing Law); and any other provision which by its nature is intended to survive.

3. Fees and Payment

The Client shall pay the fees set out in the Order Form. Unless the Order Form says otherwise, Coral will invoice in advance for each month of the Initial Term and any Renewal Term, and invoices are payable within fourteen (14) days of the invoice date. Fees exclude VAT and any similar taxes, which the Client shall pay at the applicable rate.

4. Confidentiality

Each Party agrees that, absent the express prior written consent of the other Party to the contrary:

• It will use Confidential Information (as defined below) belonging to the other Party solely for the purposes permitted under this Agreement; and
• It will not disclose Confidential Information belonging to the other Party to any third party other than its employees, professional advisers, regulators, and/or agents reasonably requiring such Confidential Information for purposes of this Agreement and who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein.

Each Party will promptly inform the other Party if it becomes aware of an unauthorised use or disclosure of the Confidential Information of the other Party. If a Party becomes subject to a legal requirement to disclose the Confidential Information of the other Party, then the Party receiving the disclosure request shall, prior to making disclosure thereunder and to the extent it is legally permitted to do so, give prompt notice to the other Party so that the other Party may seek a protective order at its expense.

For purposes hereof, "Confidential Information" shall mean (i) the terms and conditions of this Agreement, and (ii) any and all information belonging to a Party, whether stored in written, electronic, representational or physical form, which is marked as, or has been otherwise indicated to be confidential, or which derives value to a Party from being confidential or which would be regarded as confidential by a reasonable business person and is not at the relevant time (x) known generally to the public through no act or omission in violation of this Agreement or in violation of another duty of confidentiality to such Party, (y) furnished to the receiving Party by a third party having the lawful right to do so, or (z) known to the receiving Party prior to disclosure hereunder (as established by written documentation thereof).

"Personal Data" has the meaning given in the UK GDPR, and Personal Data provided by a Party is that Party's Confidential Information.

5. Data Security

For purposes hereof, "Customer Content" means any data, text, files, programs, runs, policies, configurations, credentials, provider connections, metadata, outputs, or other content submitted to, processed by, generated through, or stored within the Services by or on behalf of the Client.

Coral shall implement and maintain appropriate technical and organizational security measures to protect the Client's Confidential Information, including Customer Content and Personal Data, against unauthorised access, disclosure, accidental loss, destruction, or damage. This includes but is not limited to encryption, access control, and secure data storage in accordance with Coral's information security management system certified to ISO/IEC 27001:2022. Coral shall maintain such certification (or a comparable internationally recognised standard) throughout the Term, shall make available to the Client a copy of the current certificate upon written request, and shall notify the Client in writing within thirty (30) days if such certification is suspended, withdrawn, or not renewed.

Such measures apply to the systems operated by or on behalf of Coral to provide the Services, including any API Coral makes available.

Coral agrees to notify the Client without undue delay of any security incident affecting systems operated by Coral or Customer Content, and to cooperate in the investigation and remediation of such incidents.

The Parties acknowledge that where the Client installs, runs, or otherwise self-hosts the Coral software (including the Coral desktop app, a Coral shared server, and the open-source Coral software under the Apache License) in the Client's own environment, Coral does not access, store, process, or control the Client's data in that environment, and Coral's obligations under this Clause 5 apply only to components and infrastructure actually operated by Coral on the Client's behalf; the Client is responsible for the security of its self-hosted environment.

Where Coral processes Personal Data on the Client's behalf, the Parties will enter into a data processing agreement that meets Article 28 of the UK GDPR.

6. Data Deletion

Upon termination of this Agreement, Coral shall delete the Client's Confidential Information then in Coral's possession or control within thirty (30) days, save that Coral may retain:

(a) a copy of this Agreement, any Order Form, and such records as are reasonably required to evidence this Agreement and the Services provided under it; and

(b) any information that Coral is required to retain by Applicable Laws or by any regulatory authority.

Any information retained under this Clause remains subject to Clause 4 (Confidentiality) for as long as it is retained. Upon the Client's written request, Coral shall delete any Personal Data provided by the Client to Coral within seven (7) days, subject to paragraphs (b) above.

For the avoidance of doubt, where the Client installs or self-hosts the Coral software in the Client's own environment (including the Coral desktop app or a Coral shared server), the Client's data remains at all times within the Client's control, and Coral has no obligation (and no ability) to delete data held in the Client's self-hosted environment.

7. Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency, and neither Party may bind the other without its prior written consent.

8. Intellectual Property

The Client has no rights in the Services except those granted by this Agreement. Any copyrights and related Intellectual Property Rights of a Party that are in existence or come into existence during the performance of the Agreement shall remain the property of that Party.

Coral grants the Client a non-exclusive, non-transferable license to access and use the Services for the Client's business purposes for the duration of this Agreement. The Client shall not modify, translate, reverse-engineer, decompile, transform or otherwise adapt the proprietary (non-open-source) components of the software that it might receive or know due to this Agreement, except to the extent permitted by law.

For the avoidance of doubt, nothing in this Clause 8 shall be construed to restrict, modify, or diminish any rights the Client (or any other recipient) has in respect of the open-source Coral software under the terms of the Apache License.

The Client acknowledges that damages alone may not be an adequate remedy for breach of this Clause 8, and that Coral shall be entitled to seek injunctive or other equitable relief.

9. Joint Intellectual Property

Both Parties acknowledge and agree that there is no intent, nor is it contemplated under this Agreement to create any jointly developed Intellectual Property Rights. For the purposes of this Agreement, "Intellectual Property Rights" shall mean any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

10. Warranties

Each Party warrants to the other that it has full right, power and authority to enter into this Agreement and carry out its obligations under this Agreement. Coral warrants that it has all permits, consents, and licenses required to provide the Services and grant and perform all rights and licenses granted or required to be granted by it under this Agreement.

11. Third-Party Services and AI Agents

The Services connect to third-party services chosen by the Client and act on instructions from AI agents configured by the Client. Coral is not responsible for third-party services, including their availability, security or terms, or for actions taken by the Client's AI agents within the access, permissions and policies set by the Client. The Client is responsible for the credentials it connects to the Services and for having the right to use them.

12. Indemnification

Coral will defend, hold harmless, and indemnify the Client, its officers, employees, and agents from any and all costs, expenses, losses, damages, or liabilities based on a claim that the Services or the proprietary technology or proprietary rights of Coral as provided under this Agreement infringes any Intellectual Property Rights of a third party, provided that the Client notifies Coral promptly of the claim, allows Coral to control its defence and settlement, and gives Coral reasonable assistance.

The foregoing indemnity shall not apply to claims arising from or relating to the open-source Coral software distributed under the Apache License, except to the extent such claims relate to modifications, configurations, or integrations made by Coral as part of the commercial Services; the Client's remedies in respect of the open-source Coral software are limited to those provided under the Apache License, which expressly disclaims warranties and limits liability.

13. Compliance with Laws

Throughout the Term each Party shall perform its obligations under this Agreement in compliance with all Applicable Laws.

Applicable Laws include but are not limited to the UK GDPR, the Data Protection Act 2018 and, where applicable, the General Data Protection Regulation (EU) 2016/679 and the data protection or privacy laws of any other country that apply.

14. Limitation of Liability

Nothing in this Agreement limits or excludes either Party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law. Subject to that, and except in respect of the Client's liability for breach of Clause 8 (Intellectual Property) or infringement of Coral's Intellectual Property Rights, the Parties will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the services it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether either Party has been advised of the possibility of any such damage.

Subject to the first sentence of this Clause 14, each Party's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid or payable under the Order Form in the twelve (12) months before the event giving rise to the claim. This limit shall not apply to:

(a) the Client's obligation to pay fees due under this Agreement;

(b) either Party's liability for breach of Clause 4 (Confidentiality); or

(c) the Client's liability for breach of Clause 8 (Intellectual Property) or for infringement of Coral's Intellectual Property Rights.

15. Disclaimer of Warranties

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, CORAL MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, UNDER THIS AGREEMENT, AND CORAL SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES UNDER THIS AGREEMENT.

16. Entire Agreement

These terms, together with any Order Form, represent the entire Agreement by and between the Parties and supersede any prior understanding or representation of any kind, whether made orally or in writing, which precedes the date the Agreement was accepted by the Client.

17. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

18. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed and construed exclusively in accordance with the laws of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of the English courts.

19. Assignment

Neither Party may assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the other Party. The Client's affiliates may use the Services under the Client's Order Form, and the Client is responsible for their use.

20. No Waiver

A failure or delay by either Party in enforcing any term of this Agreement is not a waiver of it. A waiver is effective only if made in writing, and applies only to the matter it covers.

21. Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed duly given when sent by electronic mail to the address designated by the receiving Party, provided that a confirmation of receipt is requested. Notices to Coral shall be sent to legal@withcoral.com (or such other address as Coral may designate in writing). Notices to the Client shall be sent to the email address set out in the Order Form or such other address as the Client may designate in writing.