Prosopo Limited 27 Old Gloucester Street London England WC1N 3AX
Version 2 — 21 October 2026. Supersedes the undated version in circulation to that date.
This document details the Terms & Conditions between Prosopo and a Client who has subscribed to a Prosopo Enterprise Plan via https://prosopo.io (Prosopo) and https://stripe.com ("Stripe").
The above Pricing Package shall from hereon in be referred to as the "Order".
"Fees" means collectively (i) Subscription fees for Prosopo's solutions, including the JavaScript bundle and API Assessments, (ii) management of IP blocking and user blocking rules by Prosopo, (iii) any applicable Equipment or Professional Services fees, and (iiii) any project-related expenses incurred while performing Professional Services as outlined in the Order. Unless stated otherwise, all Fees stated in the Order are in United States dollars and are exclusive of applicable taxes and expenses. Fees apply specifically to the Prosopo Solutions and License Metric set forth in the Order for the Term; changes or additions may be subject to current market rates and require execution of a new Order. The Client acknowledges that the commitment for the Initial Term is partial consideration for this Agreement and is responsible for the Fees for the entire Term.
The Contract Pricing Package shall be eligible for renegotiation after 6 months, or the End Date, whichever date falls first.
Invoicing will commence on the Start Date. Unless otherwise specified in the applicable Order, undisputed Fees shall be due and payable by the Client (i) within thirty (30) days from the date of Prosopo's invoice, or (ii) according to a schedule specified in the Order, starting from the Start Date or the date specified in the Order. The Client shall pay the applicable Fees in accordance with any payment terms and schedules outlined in each applicable Order. Disputes concerning Fees must be raised before the invoice or Fees become due, or they will be deemed accepted.
If the Client provides electronic payment information to Prosopo, the Client authorizes Prosopo to charge for all Solutions listed in the Order or applicable invoice. Fees not paid when due may bear interest at a rate of up to one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower. All Fees are non-cancellable, and payments made are non-refundable unless otherwise specified in the Order or additional Solution Terms.
All Fees are exclusive of, and the Client shall be responsible for, all applicable taxes, levies, or duties, excluding taxes based solely on Prosopo's income. The Client will pay all Fees free and clear of, and without reduction for, any VAT, GST, withholding, or similar taxes; any such taxes imposed on payments of Fees will be the Client's responsibility. The Client will provide receipts issued by the appropriate taxing authority to Prosopo upon request to establish that such taxes have been paid.
If the Client fails to pay any amount within thirty (30) days of the due date, Prosopo may suspend the applicable Solutions related to the Client's failure to pay. During any suspension, Prosopo's obligation to provide such Solutions shall cease until the Client becomes current on its payment of the applicable Fees (including all past due amounts, costs of collection, and applicable late payment fees). In the event of a default in the payment of an invoice, the Client will be responsible for all of Prosopo's costs of collection, including, but not limited to, court costs, filing fees, and reasonable attorneys' fees.
14.1 Governing law. These Terms and Conditions, the Order, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or their formation, shall be governed by and construed in accordance with the law of England and Wales.
14.2 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions, the Order, their subject matter or their formation.
14.3 No effect on mandatory law. Nothing in this clause 14 affects any right a party has under the mandatory law of its own jurisdiction that cannot be excluded or varied by agreement.
15.1 No variation of these Terms and Conditions shall be effective unless it is in writing.
15.2 Prosopo may update these Terms and Conditions by giving the Client not less than thirty (30) days' written notice in accordance with clause 16. The updated Terms and Conditions will take effect at the end of that notice period.
15.3 If the Client continues to use the Solutions after the updated Terms and Conditions take effect, the Client is deemed to have accepted them. If the Client does not wish to accept them, the Client may terminate in accordance with clause 11, and the Terms and Conditions in force immediately before the update will continue to apply until termination takes effect.
16.1 Any notice given under these Terms and Conditions shall be in writing and sent by email to the address most recently notified in writing by the receiving party for that purpose, or, if none has been notified, to the billing contact email address held in the Subscription.
16.2 A notice sent by email is deemed received at the time of transmission, or, if transmission occurs outside business hours in the place of receipt, when business hours next resume. "Business hours" means 9.00 am to 5.00 pm on a day that is not a Saturday, Sunday or public holiday.
16.3 This clause does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.