These Terms of Service govern the licensing and use of Outcomer software, and the evaluation, configuration and support services that go with it, by organisations. They also govern use of this website. Version 3.2, September 2026, governed by the law of England and Wales.
The software and the AI model run inside your own environment. Outcomer does not receive, access or retain your case data. Configured Requirements are approved by a named person before anything runs, and every determination remains with your reviewer.
Every Case Orientation Report extract shown on this site uses a fictional file and fictional entities; it shows the form of the record, not any real claim. Capacity figures are estimates derived from task-level workflow decompositions and are not a guarantee of any saving. Statutory and regulatory references are given to show what a requirement set contains and are not legal advice. Outcomer does not determine entitlement, compensability or coverage. The content of this site belongs to Outcomer Limited; you may read and share it but not reproduce it commercially without permission.
This Agreement is between:
Outcomer Limited, a company incorporated in England and Wales (Company No. 17323030), whose registered office is at 124–128 City Road, London EC1V 2NX ("Outcomer", "we", "us");
and
the legal entity identified in the applicable Order Form ("Subscriber", "you").
The Service is supplied exclusively on a business-to-business basis. The person accepting these Terms on behalf of the Subscriber warrants that they have authority to bind it.
In this Agreement:
| Agreement | These Terms of Service together with the applicable Order Form, the Schedules, and any documents expressly incorporated into them. |
|---|---|
| Authorised Users | Employees, officers, consultants or contractors of the Subscriber (and, under an Engagement Licence, of the Subscriber's client where the Order Form so provides) authorised by the Subscriber to use the Service and each holding a Licence Seat. |
| Case Orientation Report or COR | A structured Output generated by the Service which identifies the Configured Requirements engaged by a case, sets the evidence on the file against each, names information that is absent or outstanding, and records what was provided to the reviewer for consideration. A COR is not a determination, decision or recommendation. |
| Configuration Version | The identified and dated version of the Configured Requirements against which a given Output was generated, stamped on that Output. |
| Configured Requirements | The requirements configured for use by the Service for the Subscriber, comprising the Regulatory Rail and the Internal Rail, as approved for operational use in a Sign-Off Record. |
| Confidential Information | Non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, excluding information which is lawfully public, already lawfully known to the recipient, independently developed without use of the Confidential Information, or required to be disclosed by law. |
| Customer Case Data | Documents, files, records, personal data and other information relating to cases, claims, reviews, investigations or other professional matters processed using the Service. |
| Customer Environment | The infrastructure, cloud tenancy, network, systems, storage, Model Endpoint and other technical environment controlled by or on behalf of the Subscriber in which the Service is deployed and Customer Case Data is processed. |
| Customer-Controlled Deployment | The deployment model under which the Service is installed and operated within the Customer Environment and no Customer Case Data is received by Outcomer. It is the only deployment model offered under these Terms. |
| Data Protection Laws | UK GDPR, the Data Protection Act 2018, and any data protection or privacy law applicable to a party in the jurisdiction in which it is established or in which the Service is used. |
| Engagement Licence | A licence, where specified in the Order Form, permitting the Subscriber to use the Service in the delivery of professional services to its own clients on identified engagements. |
| Entitlement File | The signed licence file issued by Outcomer and installed in the Customer Environment which records the Licence Seats, the Subscription Term and any other usage entitlements, and any periodic licence codes issued under it. |
| Escrow Agreement | A source-code escrow agreement entered into under clause 13 where the Order Form so provides. |
| Evaluation | The two-stage trial of the Service provided under clause 7 before any Order Form: configuration, historic validation on the Subscriber's closed files, and a fixed-term live trial. |
| Evaluation Plan | The short written record, agreed between the parties before an Evaluation begins (which may be agreed by email or through Outcomer's client portal), of the matters listed in clause 7.2. It is not an Order Form. |
| Fees | The charges specified in the applicable Order Form. |
| Internal Rail | Requirements derived from the Subscriber's own policies, procedures, manuals, standards, authority limits, escalation rules and other internal materials, decomposed by Outcomer and certified by the Subscriber. |
| Licence Seat | A named-user licence, identified by a persistent licence identifier, entitling one Authorised User at a time to use the Service during the Subscription Term. |
| Marketplace | A cloud marketplace (including Microsoft Azure Marketplace) through which the Service may be listed, deployed or transacted. |
| Monitored Sources | The specific external instruments, identified by name and version in the Order Form or Sign-Off Record, which Outcomer has agreed to monitor for change under clause 6.5. Instruments not so listed are not Monitored Sources. |
| Model Endpoint | An AI model or inference service deployment, compatible with the Service, provisioned and controlled by the Subscriber within the Customer Environment. |
| Order Form | The written or electronic order executed between Outcomer and the Subscriber when the Subscriber converts from an Evaluation to paid use (or licenses the Service without an Evaluation), specifying the Service, licence type, Fees, Licence Seats, Subscription Term, configuration scope, Monitored Sources and any additional agreed terms. Schedule 1 lists its minimum contents. |
| Outcomer Technology | Outcomer's software, engines, methodologies, requirement-decomposition tools and know-how, configuration structures, workflows, templates, schemas, algorithms, regulatory corpus and other proprietary technology used to provide the Service. |
| Output | Any Case Orientation Report or other result generated by the Service. |
| Regulatory Rail | Requirements derived from legislation, regulation, regulatory guidance, codes, service standards and other external instruments identified in the Order Form or Sign-Off Record as applicable to the Subscriber's selected workflow. |
| Renewal Term | Each successive twelve-month period following the initial Subscription Term under clause 8.7. |
| Service | Outcomer's enterprise case-orientation software, the Entitlement File, and the configuration, implementation, maintenance and support services specified in the Order Form. |
| Sign-Off Record | The dated record, held by Outcomer and made available to the Subscriber, of the named individual who approved a Configuration Version for operational use, the version approved, and the rendering they approved. |
| Subscription Term | The period of paid use specified in the Order Form, together with any Renewal Term. An Evaluation is not a Subscription Term. |
Outcomer provides software designed to assist professional teams in preparing complex files for review. The Service may:
The Service is intended to make the reviewer's orientation to a case complete against the Configured Requirements before professional judgement is applied. It does not apply that judgement.
OUTCOMER DOES NOT MAKE CLAIMS DECISIONS, LEGAL DETERMINATIONS, REGULATORY DETERMINATIONS, MEDICAL DETERMINATIONS, FINANCIAL DETERMINATIONS OR OTHER PROFESSIONAL DECISIONS ON BEHALF OF THE SUBSCRIBER.
Outputs are orientation and decision-support materials. The Subscriber and its appropriately qualified personnel remain solely responsible for reviewing the underlying file, considering the Output and exercising all professional judgement required in connection with the relevant case or matter. Outcomer does not replace the Subscriber's professional decision-maker and the Output is not the outcome of the case.
The Service uses artificial intelligence and machine-learning systems, operating through the Model Endpoint, to interpret unstructured information, identify potentially relevant material and set evidence against Configured Requirements. AI-assisted interpretation may produce errors, omissions or incorrect associations. Outcomer therefore does not warrant that any Output is free from error. The Service is designed to operate within a governed workflow in which the Configured Requirements provide the framework against which information is assembled and the Subscriber's reviewer remains responsible for the final determination.
The effectiveness of the Service depends upon the completeness, accuracy, currency and suitability of the Configured Requirements. Where Outcomer describes an Output or the Service as "complete", that means complete against the Configured Requirements as approved in the applicable Sign-Off Record, and not against every law, rule or standard that might apply to a case or organisation.
Where requirements originate from the Subscriber's own materials, the Subscriber is responsible for certifying that the Internal Rail faithfully represents them. Where external requirements are configured, the Subscriber remains responsible for confirming that the Regulatory Rail selected is appropriate to its legal, regulatory and operational circumstances. Unless expressly agreed in an Order Form, Outcomer does not warrant that the Configured Requirements constitute every requirement potentially applicable to a particular case or organisation.
The Service does not constitute legal, regulatory, compliance, financial, medical or other professional advice. Outcomer does not act as the Subscriber's regulator, lawyer, claims examiner, compliance officer, auditor or other professional adviser.
The Service operates alongside, and does not replace, the Subscriber's case management, claims, workflow or records systems. The Subscriber's own system remains the system of record for each case. Where an Output is saved into a case file, the Subscriber is responsible for its retention in accordance with the Subscriber's own obligations. Because Outputs are stamped with their Configuration Version and the Configured Requirements are date-gated, an Output may be regenerated against the same Configuration Version for verification purposes.
The Service is provided exclusively to organisations and professionals acting in the course of business. It is not supplied to consumers.
The Service is provided only under Customer-Controlled Deployment. The software and the Model Endpoint both operate within the Customer Environment and:
Outcomer does not receive, access or retain Customer Case Data.
The Subscriber controls access to Customer Case Data and remains responsible for the Customer Environment.
The Subscriber is responsible for:
Outcomer's obligation to provide the Service is conditional on the Subscriber making available, within the Customer Environment, a compatible Model Endpoint and the infrastructure, network access and identity services specified in the Order Form or deployment documentation. Outcomer is not in breach of this Agreement, and Fees continue to accrue, where deployment or operation is delayed or prevented by the absence of any such prerequisite.
Unless separately agreed in writing for a specific support or implementation purpose, the Subscriber must not provide Outcomer with Customer Case Data, and Outcomer personnel will not access Customer Case Data as part of the standard Service. If the Subscriber requests support that would require Outcomer to access Customer Case Data, the parties must agree appropriate access, confidentiality, security and data-protection arrangements before such access occurs.
Nothing in this clause prevents Outcomer from processing ordinary business information required to administer its relationship with the Subscriber, including names and business contact details of Subscriber personnel, user-account and Licence Seat information, Sign-Off Records, billing and payment records, support communications, security and authentication records, and other administrative information reasonably required to provide and protect the Service. Outcomer's processing of such information is described in its Privacy Policy.
Subject to payment of the Fees and compliance with this Agreement, Outcomer grants the Subscriber a non-exclusive, non-transferable licence during the Subscription Term to install the Service in the Customer Environment and to permit its Authorised Users to use the Service, within the Licence Seats and any other entitlements recorded in the Entitlement File, for the Subscriber's internal business purposes and, where an Engagement Licence is specified, for the purposes described in clause 5.3.
Each Licence Seat is a named-user licence. A Licence Seat may be reassigned from one Authorised User to another by ending the outgoing user's holding before the incoming user's begins; it may not be shared or used concurrently by more than one individual. The number of active Licence Seat holdings must not at any time exceed the number of Licence Seats purchased. A Licence Seat is not tied to a team, product or workflow and may be used across any workflow for which the Subscriber holds Configured Requirements.
Use of the Service is controlled by the Entitlement File, which records the Licence Seats and the Subscription Term and is time-limited. Continued operation of the Service depends on the issue of periodic licence codes under the Entitlement File, which Outcomer will issue while the Subscriber is in compliance with this Agreement and the Fees are paid. On expiry or termination the Entitlement File ceases to authorise use.
Where the Order Form specifies an Engagement Licence, the Subscriber may use the Service in the delivery of professional services to its own clients on the engagements identified in the Order Form, and may permit personnel of such a client to be Authorised Users where the Order Form so provides. In respect of each engagement the Subscriber:
Fees for an Engagement Licence may be stated per engagement, per seat or per period as set out in the Order Form. Where a client of the Subscriber wishes to license the Service directly, it must do so under its own Order Form.
The Subscriber must not, and must ensure that Authorised Users do not:
The Subscriber is responsible for the use of the Service by its Authorised Users. The Subscriber must promptly end the Licence Seat holding of any person who ceases to be authorised to use the Service. Where the Order Form provides for authentication through the Subscriber's identity provider, the Subscriber is responsible for the administration of that provider and the entitlements granted through it.
Where the Service is deployed or transacted through a Marketplace, a reseller, or any other payment route agreed between the parties and recorded in the Order Form, this Agreement constitutes the end-user licence terms governing the Subscriber's use of the Service. The terms of that Marketplace, reseller or payment provider govern the transaction and billing mechanics only. In the event of conflict concerning use of the Service, this Agreement prevails.
Outcomer will configure the Service for the Subscriber's selected workflow by decomposing the applicable external instruments into the Regulatory Rail and the Subscriber's own materials into the Internal Rail. The scope of configuration — the workflow, jurisdiction, instruments and Subscriber documents in scope — will be specified in the Order Form or agreed implementation documentation and recorded before decomposition begins.
Where the Subscriber provides policies, procedures, manuals, rulebooks, standards or other materials for configuration, the Subscriber warrants that it is entitled to provide and use those materials for this purpose, and retains ownership of them. The Subscriber grants Outcomer a limited licence to use such materials solely to configure, maintain and support the Service for the Subscriber.
The Internal Rail derived from the Subscriber's materials is retained within the Customer Environment and in Outcomer's configuration records for the Subscriber only. Outcomer will not reuse the Subscriber's materials or its Internal Rail for any other subscriber, and will not incorporate them into Outcomer's shared regulatory corpus. This does not restrict Outcomer's use and improvement of its own Outcomer Technology, decomposition methods and general know-how, provided no Subscriber Confidential Information is disclosed.
Before production use, the parties may undertake validation using fictional, synthetic, appropriately anonymised or Subscriber-controlled historic cases within the Customer Environment.
No Configuration Version is used for operational purposes until it has been approved by a named individual authorised by the Subscriber for that purpose. Outcomer records each approval in a Sign-Off Record identifying the approver, the Configuration Version approved, the date and time of approval, and the rendering of the Configured Requirements the approver reviewed. The Sign-Off Record is made available to the Subscriber and may be exported by it. On the Regulatory Rail the approver confirms the selection of instruments and their applicability rules; on the Internal Rail the approver certifies that the requirements faithfully represent the Subscriber's materials. Every Output is stamped with the Configuration Version against which it was generated.
Outcomer's continuing regulatory-monitoring obligation is limited to the Monitored Sources. For each Monitored Source Outcomer will monitor the issuing authority's published versions for amendment, repeal or replacement, prepare updated requirements reflecting any change, and notify the Subscriber of each proposed change with its source and effective date. An update takes effect as a new Configuration Version on the date notified unless the Subscriber objects in writing before that date, in which case the parties will agree the treatment of the change.
Outcomer has no obligation to monitor any instrument that is not a Monitored Source, including instruments referred to within a Monitored Source, guidance issued in connection with it, or case law and enforcement decisions applying it. The Subscriber may request that an instrument be added to the Monitored Sources; any addition, and any charge for it, will be recorded in writing. Outcomer will use reasonable endeavours to prepare updates promptly but does not warrant that any update will be available by a particular date.
Outcomer does not monitor the Subscriber's own materials for change. The Subscriber must notify Outcomer when any material underlying the Internal Rail is amended, withdrawn or replaced. On notification Outcomer will re-decompose the affected requirements, and the resulting Configuration Version takes effect only when approved under clause 6.4. Outcomer is not responsible for an Internal Rail requirement being outdated where the Subscriber has not notified the change.
Configured Requirements are date-gated. A new Configuration Version applies to cases run from its effective date. It does not alter any Output already generated, and a case run against an earlier Configuration Version can be regenerated against that same version. The Subscriber is responsible for selecting the correct date of assessment for each case where the Service offers that selection.
An Evaluation is provided under these Terms and an agreed Evaluation Plan, before and without any Order Form. Outcomer will provide the following as specified in the Evaluation Plan: (a) configuration of the Regulatory Rail and Internal Rail for one identified workflow at no charge; (b) deployment of the Service within the Customer Environment; (c) validation of the Service against an agreed sample of the Subscriber's historic closed files; and (d) a fixed-term live trial on current work. Each stage is subject to this clause 7 and the remainder of this Agreement. Acceptance of these Terms for the Evaluation occurs on the earlier of the Subscriber agreeing the Evaluation Plan and the Subscriber deploying the Service.
The Evaluation Plan will record, before the relevant stage begins: the named sponsor; the source list and Subscriber documents in scope; the historic sample; the baseline measures captured from the Subscriber's own management information before the Service is deployed; the measures and pass criteria for each stage, agreed in advance; the reviewers participating in any live trial; the fixed duration of any live trial; and a dated decision point at which the Subscriber will indicate whether it wishes to convert to paid use by executing an Order Form. Progression from one stage to the next, and conversion at the decision point, are at the Subscriber's election. The Subscriber may end the Evaluation at any time on written notice and incurs no Fee or other liability by doing so, save for the obligations in clauses 5.4, 7.4, 9 and 11. The pre-agreed measures and pass criteria exist so that both parties assess each stage against the same standard; meeting them creates no obligation to proceed.
During an Evaluation Outcomer grants the Subscriber a licence on the terms of clause 5, limited to the workflow, environment, Authorised Users, case volume and period stated in the Evaluation Plan. The Entitlement File issued for an Evaluation expires on the end date stated and authorises no further use thereafter. Continued use after that date requires an executed Order Form and payment of Fees; on execution the Configured Requirements, Sign-Off Records and deployment carry over without re-installation.
Configuration provided at no charge under an Evaluation remains subject to clauses 6 and 11. Where the Subscriber does not proceed to a paid Subscription Term, the Subscriber's materials remain its own, the Internal Rail derived from them is deleted or returned in accordance with clause 17.4, and no licence to Outcomer Technology survives. Outcomer may state the commercial value of the configuration in the Evaluation Plan; no Fee is payable for it unless the Evaluation Plan provides otherwise.
Outputs generated during an Evaluation are provided for the purposes of the Evaluation. The Subscriber may rely on them in operational work during a live trial stage only where the Evaluation Plan permits it and subject in all cases to clauses 3, 14 and 15.
Fees are specified in the Order Form and may include annual or monthly licence fees per Licence Seat, Engagement Licence fees, implementation, configuration or point-in-time corpus loading charges, and usage-based charges. Fees are stated in the currency specified in the Order Form.
Unless otherwise specified in the Order Form, annual subscriptions are for twelve months and are payable in advance. Except where required by law or arising from Outcomer's uncured material breach, prepaid Fees are non-refundable.
Where the Order Form specifies a monthly subscription, Fees are payable monthly in advance and either party may terminate on thirty days' written notice.
Where the Service includes usage-based charges, including charges associated with generating Case Orientation Reports, those charges will be calculated as described in the Order Form. Charges levied by the Subscriber's infrastructure, cloud and Model Endpoint providers are the Subscriber's responsibility and are not Fees.
Fees are exclusive of VAT and other applicable taxes, which the Subscriber shall pay in addition.
Outcomer may suspend the issue of licence codes or access to the Service where an undisputed amount remains overdue for more than fourteen days after Outcomer has provided at least seven days' written notice of intended suspension. Suspension does not affect the accrual of Fees.
Unless the Order Form provides otherwise, an annual subscription renews automatically for successive Renewal Terms unless either party gives written notice of non-renewal at least sixty days before the end of the then-current Subscription Term. Outcomer may revise the per-seat Fee for a Renewal Term by written notice given at least ninety days before the end of the then-current Subscription Term. Where the Order Form records a founding-customer or fixed renewal rate, that rate applies for the period stated. If the Subscriber does not accept a notified revision it may give notice of non-renewal within the period in this clause, and the Agreement ends at the end of the current Subscription Term.
Each party shall protect the other party's Confidential Information using at least reasonable care; use it only for purposes connected with this Agreement; and disclose it only to personnel, professional advisers and contractors who reasonably need it and are subject to appropriate confidentiality obligations. A party may disclose Confidential Information where legally required, provided it gives advance notice where legally permitted. These obligations survive termination for five years. Trade secrets, Outcomer Technology and the Subscriber's Internal Rail shall remain protected for so long as they retain their confidential character.
The parties acknowledge that Outcomer does not receive or have access to Customer Case Data. Accordingly Outcomer does not act as processor of Customer Case Data merely by licensing software that the Subscriber operates within the Customer Environment, and no international transfer of Customer Case Data to Outcomer occurs.
Each party acts as an independent controller in respect of business contact and administrative personal data it processes for its own legitimate business purposes in connection with this Agreement, including Sign-Off Records. Outcomer shall process such personal data in accordance with applicable Data Protection Laws and its Privacy Policy.
If the parties agree under clause 4.4 that Outcomer will access Customer Case Data for a specific support or implementation purpose, they will first enter into a written data processing agreement meeting the requirements of Article 28 UK GDPR (or its applicable equivalent) covering that access. No such access takes place, and Outcomer processes no Customer Case Data, until that agreement is in place.
All intellectual property rights in Outcomer Technology and the Service remain vested in Outcomer and its licensors. Nothing in this Agreement transfers ownership of Outcomer Technology to the Subscriber. The decomposed structure, schema and format of the Configured Requirements are Outcomer Technology; the Subscriber's underlying materials and the substantive content of the Internal Rail are the Subscriber's.
The Subscriber retains all rights in its materials and Customer Case Data. Outcomer acquires no ownership rights in Customer Case Data.
Subject to payment of applicable Fees, the Subscriber may use Outputs generated through its use of the Service for its internal business and professional purposes, including retention in case files and disclosure to regulators, auditors, courts and other parties to whom the Subscriber's own obligations require disclosure. Outcomer retains ownership of the underlying technology, structures, templates, schemas, methods and software used to generate those Outputs.
Outcomer may use general feedback and suggestions to improve the Service provided that it does not disclose Subscriber Confidential Information or Customer Case Data.
Outcomer shall maintain reasonable technical and organisational measures, aligned to recognised information-security control frameworks, appropriate to the elements of the Service under Outcomer's control, including its development environment, build pipeline and the issue of Entitlement Files. The Subscriber is responsible for the security of the Customer Environment and Customer Case Data. Security responsibility follows the technical boundary between Outcomer-controlled components and Subscriber-controlled components. Outcomer shall not knowingly introduce malicious code into the Service. Any specific security commitments, deployment requirements, attestations or certifications agreed for a particular Subscriber shall be recorded in the Order Form or an agreed security schedule.
Where the Order Form so provides, Outcomer will deposit with an independent escrow agent, under an Escrow Agreement to which the Subscriber is a beneficiary, the source code of the Service, the regulatory-monitoring and corpus-compilation code, the build artefacts and the documentation reasonably necessary to build, deploy and maintain the Service. Deposits will be updated at the intervals stated in the Escrow Agreement and verified to the level it specifies. Escrow fees are allocated as stated in the Order Form.
Release of the deposit to the Subscriber is triggered only by the events stated in the Escrow Agreement, which will include an Insolvency Event affecting Outcomer, Outcomer ceasing to carry on business, and Outcomer's failure to remedy a material failure to maintain or support the Service within the period stated. On release the Subscriber is granted a non-exclusive, non-transferable licence to use, maintain and modify the released materials solely to continue its own use of the Service under this Agreement for the remainder of the Subscription Term and any period stated in the Escrow Agreement. No other rights in Outcomer Technology arise on release.
Because the Service operates within the Customer Environment, an interruption to Outcomer's business does not of itself interrupt the Subscriber's operation of the Service. Outcomer will provide the Subscriber with the means to continue operating the Service in accordance with the Escrow Agreement, including any licence codes required, for the period it specifies.
Each party warrants that it has authority to enter into this Agreement. Outcomer warrants that it will provide configuration, maintenance and professional services with reasonable skill and care, and that the Service will perform materially in accordance with its documentation when deployed in accordance with the deployment prerequisites.
Except as expressly stated in this Agreement and to the fullest extent permitted by law:
THE SERVICE AND OUTPUTS ARE PROVIDED WITHOUT WARRANTY THAT THEY WILL IDENTIFY EVERY APPLICABLE REQUIREMENT, EVERY RELEVANT ITEM OF EVIDENCE, OR EVERY ERROR, OMISSION OR ISSUE IN A CUSTOMER FILE.
Outcomer does not warrant that:
The Subscriber remains responsible for professional review and final decisions.
To the fullest extent permitted by law, Outcomer's aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of (a) the Fees actually paid by the Subscriber to Outcomer during the twelve months immediately preceding the event giving rise to the claim, and (b) £100. The Order Form may specify a different cap for a particular Subscriber, in which case that cap applies in place of this clause 15.1.
To the fullest extent permitted by law, neither party shall be liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or business opportunity.
Outcomer shall not be liable for losses arising from professional or operational decisions made by the Subscriber or its personnel based upon an Output where the Output has not been appropriately reviewed by the Subscriber, or from any determination, reserve, payment, filing or advice made by the Subscriber.
Outcomer shall not be responsible for loss arising from: the security or operation of the Customer Environment; the availability or performance of the Model Endpoint or any third-party service selected or controlled by the Subscriber; Customer Case Data supplied to or processed by such services; configuration changes made without Outcomer's involvement; inaccurate or incomplete Subscriber-provided materials; the Subscriber's failure to notify a change under clause 6.6; or the Subscriber's approval of a Configuration Version under clause 6.4.
No claim arising under or in connection with this Agreement may be brought by either party more than twenty-four months after the date on which the claimant first became aware, or ought reasonably to have become aware, of the facts giving rise to it.
Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability that cannot lawfully be excluded or limited.
The Subscriber shall indemnify Outcomer against third-party claims arising directly from: unlawful use of the Service by the Subscriber or its Authorised Users; materials supplied by the Subscriber that infringe third-party rights; professional services or determinations made by the Subscriber and represented as having been made by Outcomer; or, under an Engagement Licence, the Subscriber's provision of services to its client. Outcomer shall promptly notify the Subscriber of any claim and provide reasonable cooperation in its defence.
The Agreement commences on the date specified in the Order Form and continues for the Subscription Term, including any Renewal Term.
Either party may terminate immediately by written notice if the other commits a material breach and fails to remedy it within thirty days after written notice, or suffers an insolvency event.
On termination or expiry the Subscriber's licence ends and the Entitlement File ceases to authorise use; amounts accrued and unpaid become due; each party shall return or destroy the other's Confidential Information on reasonable request, subject to lawful retention requirements; and provisions intended by their nature to survive shall continue. Outputs already generated and saved in the Subscriber's case files may be retained by the Subscriber.
On termination or expiry, or at the end of an Evaluation that does not proceed, Outcomer shall within thirty days of written request delete or return the Subscriber's materials and the Internal Rail held in Outcomer's configuration records, save for Sign-Off Records and such copies as Outcomer is required by law to retain.
Where termination results from Outcomer's uncured material breach, Outcomer shall refund prepaid subscription Fees attributable to the unused portion of the Subscription Term.
Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control. The affected party shall notify the other and use reasonable endeavours to mitigate the effects. If the event prevents material performance for more than thirty consecutive days, either party may terminate the affected Service by written notice.
Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld or delayed. Outcomer may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, restructuring or sale of all or substantially all of its business or relevant assets, provided the successor assumes Outcomer's obligations under this Agreement. The Subscriber may assign to a successor to its business on written notice, provided the successor agrees in writing to be bound.
Each party shall comply with laws applicable to its own performance under this Agreement, including applicable anti-bribery, sanctions and export-control laws. The Subscriber remains responsible for determining the legal and regulatory requirements applicable to its use of the Service and its professional activities. Nothing in this Agreement represents that use of Outcomer alone satisfies any particular regulatory obligation.
Formal notices under this Agreement shall be sent in writing to the addresses specified in the Order Form and are deemed received on confirmed delivery. Routine operational communications, invoices, product notices, requirement-change notifications under clause 6.5 and support correspondence may be sent electronically.
This Agreement, the Order Form and the Schedules constitute the entire agreement between the parties concerning the Service and supersede prior discussions or representations concerning its subject matter. Any variation must be agreed in writing by authorised representatives of both parties, except where this Agreement expressly provides otherwise. In the event of conflict, the Order Form prevails over these Terms only where it expressly states that it does.
If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or severed without affecting the remaining provisions. Failure to exercise a right does not waive that right.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship or employment relationship.
Unless expressly stated otherwise, no person other than Outcomer and the Subscriber has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.
This Agreement and any dispute or claim arising from it, including non-contractual disputes or claims, shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.
OUTCOMER LIMITED
Company No: 17323030
Registered Office: 124–128 City Road, London EC1V 2NX
Contact: the form at outcomer.ai/contact, by telephone on 020 4577 1442, or by post to the registered office. Formal notices under clause 21 go to the addresses in the Order Form.
Version 3.2 — September 2026
ORDER FORM AND EVALUATION PLAN — MINIMUM CONTENTS
An Order Form is executed at conversion from an Evaluation to paid use (or where the Service is licensed without an Evaluation). It will record at least the following:
An Evaluation Plan is agreed before an Evaluation begins and is not an Order Form. It will record:
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