Perpetual Technologies AI Ltd Version 2.3. Published 18 August 2026. Applies to NeuralVault v0.9 beta and later. Supersedes version 2.2 of 16 August 2026, which superseded version 2.1 of the same date, which superseded version 2.0 of the same date, which superseded version 1.0 of 1 August 2026. Sections 15.7 to 15.10 list what changed.
1. This agreement
This End User Licence Agreement ("Agreement") is between Perpetual Technologies AI Ltd, a company registered in England and Wales, company number 17330522 ("we", "us", "our") and you, the person or organisation installing or using the NeuralVault desktop application ("the Software").
By installing or using the Software you accept this Agreement. If you do not accept it, do not install or use the Software, and you may request a refund in line with section 12.
This Agreement covers the Free Edition as well as the paid ones. You do not need an Account, a Subscription or a payment to be bound by it, and it keeps applying if a Subscription ends.
This Agreement governs the compiled application only. The NeuralVault source code is
proprietary and is not licensed to you under any circumstances. See LICENSE.
2. Definitions
"Consumer" means an individual acting wholly or mainly outside their trade, business, craft or profession, as defined in the Consumer Rights Act 2015.
"Business User" means any other user, including companies, partnerships, sole traders acting in the course of business, and public bodies.
"Vault" means the folder of files on your own storage that the Software reads and writes as its memory.
"Model Provider" means any third-party artificial intelligence service the Software connects to at your direction.
"Edition" means one of the commercial packages the Software runs as: Free, Personal or Business. Which features belong to which Edition is published in the Editions table on perpetualtechnologies.co.uk and in the product documentation shipped with the Software.
"Account" means the NeuralVault account you create with us, identified by your email address.
"Subscription" means a recurring paid plan attached to an Account, giving it a paid Edition for as long as it is paid for.
"Concurrent Session" means one running copy of the Software signed into your Account at a given moment. A Concurrent Session is not an installation: closing the Software ends the session, and the same machine starting it again takes a session once more.
"Device Identifier" means the value the Software uses to tell one of your running copies from another. It is generated on the machine and is not a hardware serial number. The privacy notice describes it in full.
"Licence File" means the signed, time-limited file the Software reads to know which Edition it is entitled to run as.
3. Licence granted to you
3.1 The grant. Subject to your compliance with this Agreement and to payment of any applicable fee, we grant you a non-exclusive, non-transferable, revocable licence to install and use the Software for your own purposes.
3.2 The Free Edition. The Free Edition needs no Account, no Subscription and no payment. It is not a trial and it does not expire. This Agreement applies to it in full.
3.3 Named user, and simultaneous use. Unless your order confirmation or a separate written agreement says otherwise, a Subscription is granted per named user.
You may install the Software on as many devices as you control. What is limited is how many copies run at the same time. The number of Concurrent Sessions your Subscription allows is the number stated for your Edition at the point of purchase and in your order confirmation. As at the date of this version, that is one for Personal and five for Business.
It is a limit per named user, not a way to share one Subscription. Use by anyone other than the named user is outside the licence, whether or not sessions are free at the time.
If you are already at your limit, the Software will say so and let you end a session on another machine yourself, from within the application. You do not need to contact us, and you do not need access to the other machine. A machine that crashes, loses its connection or is simply switched off releases its session on its own shortly afterwards.
Because the limit is on simultaneous use, replacing, reinstalling or losing a device costs you nothing. There is no permanent allowance to use up.
3.4 Fees and renewal. The fee for a Subscription, the billing period and the currency are the ones shown at checkout and repeated in your order confirmation. A Subscription renews automatically for a further period at the end of each period until it is cancelled. We will tell you before any change to the fee takes effect, and you may cancel instead of accepting it. Cancelling is described in section 12.
3.5 How the Software checks a Subscription. On an install that has been signed into, the Software contacts our licence service periodically while it is online, and receives a signed Licence File valid for a short period, currently seven days. It then checks that file on your own machine. Ordinary use of the Software needs no connection to us. Only renewing the Licence File does. Any successful check restores the full period. Section 7.4 and the privacy notice say what that request contains, and section 3.6 says what happens when it stops succeeding.
3.6 If a Subscription ends, the Software degrades rather than stops. When a Subscription lapses, is cancelled, is refunded or is not renewed, the Licence File stops being renewed and expires within its remaining period. At that point the Software reverts to the Free Edition. It does not stop working, it does not lock, it does not delete anything, and it does not hold your work to ransom.
Your Vault is not affected in any way. Your notes stay on your own disk, as ordinary Markdown files, readable with any text editor and with no NeuralVault installed at all. No licence state, expiry or revocation can reach them.
What you lose is access to the features listed for the paid Edition you were on. Anything already written into your Vault stays there.
3.7 Enterprise, site, white-label and reseller licences are granted only under a separate written agreement and are not covered by this Agreement.
4. What you may not do
You may not:
- distribute, resell, sublicense, rent, lease or lend the Software;
- remove, obscure or alter any copyright, trade mark or proprietary notice;
- use the Software to build a competing product, or to train a machine learning model on the Software itself;
- circumvent or attempt to circumvent any licensing, activation, Concurrent Session limit or usage limit, including by editing or forging a Licence File, or by interfering with the licence check;
- share your Account credentials with anyone outside your licence scope, or run more Concurrent Sessions than your Subscription allows.
4.1 Your statutory rights are not affected. Nothing in this section restricts anything you are permitted to do by law that cannot be excluded by contract. In particular, under sections 50A to 50C of the Copyright, Designs and Patents Act 1988 you retain the right to make a necessary back-up copy, to observe, study and test the functioning of the Software, and to decompile it where the conditions in section 50B(2) are met for the purpose of achieving interoperability with an independently created program. Section 296A of that Act makes any term purporting to remove those rights void, and we do not attempt to remove them. If you need interoperability information, ask us first at the address in section 16 and we will normally provide it, which is usually faster than decompiling.
5. Ownership
The Software is licensed, not sold. We and our licensors retain all intellectual property rights in the Software, including its source code, architecture, design and know-how. Nothing in this Agreement transfers any of those rights to you.
6. Third-party components
The Software incorporates third-party open-source components, each licensed by its own
owner under its own terms. Those terms are reproduced in full in THIRD-PARTY-NOTICES.md,
which is distributed with the Software. Where a third-party licence grants you rights
broader than this Agreement in respect of that component, the third-party licence prevails
for that component.
7. Your data
7.1 Your Vault is yours. We claim no ownership of, and no licence to, the content of your Vault or anything you create with the Software. Your Vault is stored as ordinary files on storage you control.
7.2 Local-first, but not always local-only. The Software is designed to keep your data on your own hardware. However, if you configure it to use a Model Provider, the content you send to that provider leaves your machine and is handled under that provider's terms and privacy policy, not ours. You are responsible for choosing your providers and for deciding what is sent to them. The Software is designed to require your approval before data leaves the machine, and you should not rely on it to catch a configuration you have approved. The Software also contacts our own licence service if you have signed into an Account: see 7.4.
7.3 Our processing. Where we process personal data in connection with your Account, your
Subscription or your licence, for example your email address for sign-in and support, we do so as
controller under UK GDPR. Our privacy notice is shipped with the Software as PRIVACY.md and
published at perpetualtechnologies.co.uk. It names the lawful basis for each purpose, how long we
keep each thing, who processes it for us, and your rights.
7.4 What the licence check sends. This section describes a feature that is not built yet, and no version of the Software you can install today performs any part of it. It is published in advance so the change is visible before it happens rather than after. Section 3.6 of the privacy notice carries the same warning, and the two documents are to be read together.
When it exists: on an install signed into an Account, the Software will send our licence service your session token, a Device Identifier and the application version, periodically while it is online, and receive a signed Licence File in return. It will send nothing from your Vault: no note content, no file names, no prompts, no model outputs, and no record of what you did in the application. A Free install with no Account will not make this request at all. The privacy notice sets out the detail, including what happens while you are offline.
7.5 Optional usage telemetry. This section describes a feature that is not built yet, and no version of the Software you can install today performs any part of it. It is published in advance for the same reason as 7.4. Section 3.9 of the privacy notice carries the same warning and the full detail, and the two documents are to be read together.
When it exists it will be opt-in: off on a fresh install, off after an update, and off until you switch it on in Settings. It will carry anonymous, aggregate usage only, tied to a random identifier generated on your machine which you may reset. It will send nothing from your Vault: no note content, no file names, no prompts, no model outputs, no agent inboxes, no audit records and no permission settings, and no account identifier or licence key. Declining it, or switching it off later, will not reduce the functionality of the Software or affect your Subscription in any way, and we will not make any feature conditional on it.
7.6 Access inside your own organisation. Where the Software is run by more than one person, for example a Business install with several departments, you are the controller of everything inside your Vault and we are not a party to it. Access between roles, folders and agents is configured and enforced on your own hardware: an agent may only open a folder that its own configuration lists, that your role permissions allow, and, where a plugin is involved, that the plugin was granted, and those conditions are combined so that widening one cannot widen the others. Coordination traffic between agents, including their assignment inboxes, and the audit record of what each agent did, are written into your Vault and stay there.
We do not hold your roles, your folder permissions, your inboxes or your audit record, we cannot inspect or override them, and we cannot recover them. Setting those permissions correctly is your responsibility, and so is retaining your own backups: if access is removed or a Vault is deleted, we have no copy to restore it from.
8. Artificial intelligence output
The Software orchestrates AI models. AI output can be wrong, incomplete, biased or fabricated, including where it appears confident and well-sourced. Output is generated automatically and is not reviewed by us.
You are responsible for checking output before relying on it, and you must not rely on it as legal, medical, financial or other professional advice. Where you allow agents to act on your files or connected business systems, you are responsible for the scope of access and the permissions you grant them.
9. Beta software
NeuralVault is beta software. It may contain defects, may behave unpredictably, and its features may change or be withdrawn. Do not use it as the sole store of anything you cannot afford to lose. Keep independent backups of your Vault. This section does not reduce your statutory rights under section 11.
10. Updates
We may provide updates, and some may be applied automatically to keep the Software secure. Business deployments may control update timing. We are not obliged to provide updates, support or any particular feature indefinitely.
Today the Software checks for a newer version only when you press the button in Settings. It does not check on its own, and it does not download or install anything without you asking.
11. Warranties, and your statutory rights
11.1 If you are a Consumer. You have statutory rights under the Consumer Rights Act 2015 which cannot be excluded or restricted, including that digital content must be of satisfactory quality, fit for a particular purpose made known to us, and as described. Section 47 of that Act makes any term void to the extent it tries to exclude those rights. Nothing in this Agreement affects them. If the Software is faulty you may be entitled to a repair, replacement or a price reduction, and in some cases a refund.
11.2 If you are a Business User. To the fullest extent permitted by law, and except as expressly stated in this Agreement, the Software is provided "as is" and we exclude all implied warranties, including satisfactory quality, fitness for purpose and non-infringement. You accept that the Software has not been developed to meet your individual requirements.
11.3 Availability of the licence service. We aim to keep the licence service available, and the Software is deliberately built so that a short outage costs you nothing: it keeps running on the Licence File it already holds. We do not warrant uninterrupted availability. If an outage on our side prevents renewal for long enough that your install drops to the Free Edition, tell us and we will put it right, including by extending your Subscription by the time lost.
12. Refunds and cancellation
12.1 Consumers, and the 14 day right to cancel. Consumers buying digital content online normally have a 14 day right to cancel under the Consumer Contracts Regulations 2013. That right is lost once download or streaming begins, if you gave express consent to begin and acknowledged losing the right. This does not affect your separate rights where the Software is faulty.
12.2 Cancelling a Subscription. You may cancel at any time. Cancellation takes effect at the end of the period you have already paid for. You keep the paid Edition until then, and the Software reverts to the Free Edition when the Licence File expires after it, as described in section 3.6. We do not refund part periods, except where the Software is faulty or where the law requires it. We will send you a reminder before each renewal, and cancelling will never be harder than the sign-up was.
12.3 Non-payment. If a payment fails or is reversed, we may suspend the Subscription. The practical effect is the same as section 3.6: renewal stops, the Licence File expires, and the Software reverts to the Free Edition. We will tell you before that happens where we reasonably can. Nothing is deleted, and paying again restores the paid Edition.
12.4 Refunds and chargebacks. Where a payment is refunded or charged back, the Subscription it paid for ends, and section 3.6 applies.
12.5 Business Users are refunded only as set out in the applicable order.
13. Limitation of liability
13.1 We never exclude liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited. Any attempt to do so elsewhere in this Agreement has no effect.
13.2 Consumers. We are responsible for loss you suffer that is a foreseeable result of our breach or our failure to use reasonable care and skill. We are not responsible for loss that is not foreseeable. Where the Software damages your device or other digital content and that damage was caused by our failure to use reasonable care and skill, we will repair the damage or pay you compensation, in line with section 46 of the Consumer Rights Act 2015.
13.3 Business Users. Subject to 13.1, we are not liable for loss of profit, loss of business, business interruption, loss of anticipated savings, loss or corruption of data, or any indirect or consequential loss. Subject to 13.1, our total liability arising out of or in connection with this Agreement is limited to the greater of the fees you paid for the Software in the twelve months before the claim, or £100.
13.4 You are responsible for maintaining backups of your Vault. Our liability for loss or corruption of data you could reasonably have backed up is limited accordingly, subject to 13.1 and to your statutory rights.
14. Term and termination
This Agreement applies from when you first install the Software until terminated.
A Subscription ending is not this Agreement ending. When a Subscription lapses or is cancelled, the Software reverts to the Free Edition under section 3.6 and this Agreement continues to govern your use of it.
You may terminate this Agreement at any time by ceasing use and uninstalling.
We may terminate this Agreement if you materially breach it and, where the breach can be put right, you fail to do so within 30 days of us asking you in writing. On termination you must stop using the Software, including the Free Edition, and uninstall it. Your Vault remains yours, in your own files, and is unaffected by termination.
Sections 5, 6, 7.1, 8, 11, 13 and 15 survive termination.
15. General
15.1 Entire agreement. This Agreement, with your order confirmation, is the entire agreement between us about the Software. This does not limit your remedies for fraudulent misrepresentation.
15.2 Severance. If any provision is found unenforceable, the rest continues in force.
15.3 Transfer. We may transfer our rights and obligations under this Agreement, and we will tell you in writing if we do. It will not affect your rights. You may not transfer yours without our written consent.
15.4 Export and sanctions. You must not use or export the Software in breach of applicable export control or sanctions law.
15.5 Governing law. This Agreement is governed by the laws of England and Wales.
15.6 Jurisdiction. Business Users submit to the exclusive jurisdiction of the courts of England and Wales. If you are a Consumer, you may bring proceedings in England and Wales or, if you live in Scotland or Northern Ireland, in your own courts, and you keep the benefit of any mandatory consumer protection of the country where you live.
15.7 What changed in version 2.0. Version 1.0 described a one-off, per-user licence with no account and no expiry. Version 2.0 described Accounts, Subscriptions and Seats, because that is what is being sold. Specifically: section 1 names our registered company; section 2 defines Account, Subscription, Seat, Edition, Device Identifier and Licence File; section 3 was rewritten and stated a three Seat limit on Personal, how renewal works, and that the Software reverts to the Free Edition rather than stopping; section 4 replaced licence key sharing with Account and Seat terms; section 7.4 is new and states what the licence check sends; section 11.3 is new and covers our own service being unavailable; section 12 now covers cancelling, non-payment and chargebacks; and section 14 makes clear that a Subscription ending is not this Agreement ending.
15.8 What changed in version 2.1, and why it is in your favour. Version 2.0 counted Seats, where a Seat was a device permanently activated against your Account and Personal allowed three of them. That is gone. This version limits Concurrent Sessions: how many copies run at the same time, with no limit at all on how many devices you install on.
The practical differences, all of them relaxations:
- Installing on a fourth, tenth or fiftieth machine no longer costs you anything.
- Replacing a laptop, reinstalling Windows or losing a device no longer uses up an allowance permanently. Version 2.0 required you to ask us to release the old Seat, and said plainly that there was no self-service way to do it.
- You can now end a session on another machine yourself, from inside the application, without contacting us and without access to that machine.
- A machine that crashes or goes offline frees its session on its own.
Changed sections: section 2 replaces the definition of Seat with Concurrent Session and restates what the Device Identifier is for; section 3.3 is rewritten around simultaneous use, and the allowance now comes from what was stated at purchase rather than being fixed in this Agreement, because the allowance differs per Edition; section 4 refers to Concurrent Sessions rather than Seats. Nothing else changed, and nothing became more restrictive.
15.9 What changed in version 2.2, and why it was a correction rather than a change of terms. Versions 1.0 to 2.1 named the contracting party as "Perpetual Technologies Limited", registered number 10437941, at that company's registered office.
That was the wrong company. Company 10437941 is a real and unrelated business, incorporated on 20 October 2016, which has no connection to NeuralVault and never had one. Its own details are not reproduced here. The correct contracting party is, and always was, Perpetual Technologies AI Ltd, company number 17330522, incorporated 9 July 2026, registered office 67 High Street, Shoeburyness, Southend-on-Sea, SS3 9AW. That is the company that develops and sells the Software.
No term of this Agreement changed. Sections 1 and 16 now identify the correct company, its number and its registered office. Nothing about the licence, the Concurrent Session limit, refunds, liability or governing law is altered, and nothing became more restrictive. Anyone who installed the Software under an earlier version was in fact dealing with Perpetual Technologies AI Ltd throughout, and this version says so.
Corrected 16 August 2026, before the Agreement was published on the website and before any Subscription was sold.
15.10 What changed in version 2.3. Two new clauses in section 7, both describing things before they exist rather than after.
- 7.5 discloses an optional usage telemetry feature that is not built. No version of the Software you can install today performs any part of it. It will be opt-in, off on a fresh install and off after an update, and declining it will not reduce functionality or affect a Subscription. Section 3.9 of the privacy notice carries the full detail, and the two are to be read together.
- 7.6 sets out access between roles inside a single organisation on a multi-person install: who may read what is configured and enforced on your own hardware, we hold none of it, and the backups are therefore yours. This describes behaviour the Software already has and which no earlier version of this Agreement described.
Nothing in either clause reduces a right you had under version 2.2.
16. Contact
Perpetual Technologies AI Ltd Company number 17330522, registered in England and Wales 67 High Street, Shoeburyness, Southend-on-Sea, England, SS3 9AW contact@perpetualtechnologies.co.uk https://perpetualtechnologies.co.uk