Plio User Agreement — Terms and Conditions

1. About Plio and this Agreement

1.1 Plio is a business software platform operated by Paylists LTD, a company registered in England and Wales under company number 14081565, with its registered office at 20–22 Wenlock Road, London, England, N1 7GU.

In this Agreement, "Paylists", "we", "us" and "our" refer to Paylists LTD, the legal service provider. "Plio" refers to the software platform and its associated services. Plio is a product name and is not a separate legal entity.

1.2 This User Agreement ("Agreement") governs access to and use of the Plio website, application and related services (together, the "Services") by the business or other organisation accepting it ("Customer", "you" or "your"). An individual who registers or uses Plio on behalf of a Customer confirms that they are authorised to bind that Customer.

1.3 By creating an account, accepting these terms or using the Services, you agree to this Agreement and the Acceptable Use Policy. Our Privacy Policy explains our processing of personal data and the Data Processing Addendum applies where we process Customer Personal Data on your behalf.

2. Business-only eligibility and account registration

2.1 Plio is intended only for businesses operating in the United Kingdom or preparing information relevant to UK R&D tax relief. It is not a consumer service and may not be used for personal or household purposes.

2.2 You must provide accurate registration and business details, keep them up to date and ensure that your users are authorised employees or other internal personnel acting for your business. Plio does not offer external accountant or R&D tax adviser accounts or invitation-based adviser access. You may independently share downloaded reports or records with third parties outside Plio at your own discretion and responsibility.

2.3 You are responsible for controlling access to your account, assigning appropriate permissions, maintaining the confidentiality of credentials and promptly notifying us of suspected unauthorised access.

2.4 We may use reasonable measures to verify accounts, prevent misuse and maintain the security of the Services.

3. What Plio provides

3.1 Plio provides software to help businesses organise R&D and new product development projects, including Phase Gate activities where available; record work, experiments and evidence; organise supporting costs and allocations; analyse project information using Lister AI; identify potential gaps; and prepare draft explanations and supporting information relevant to UK R&D tax relief.

3.2 Features, availability, usage allowances and pricing may vary by subscription or product release. A feature described in marketing material is not a commitment that it is available in every account. The current plan and confirmed order terms determine your purchased entitlements.

3.3 Plio does not submit R&D claims, Additional Information Forms, corporation tax returns or other filings to HM Revenue & Customs ("HMRC") on your behalf. Plio does not represent you before HMRC, act as your tax agent, provide professional tax or legal advice or determine eligibility authoritatively.

3.4 Plio is not a statutory record-keeping, guaranteed archiving or HMRC-certified service. You must retain appropriate independent records and copies of anything needed for tax, audit or legal purposes.

4. Your R&D claim responsibilities

4.1 You alone are responsible for the truthfulness, completeness, timeliness and legal sufficiency of all project information, records, cost figures, apportionments, claims, forms and submissions.

4.2 You must verify whether your activities meet the applicable UK R&D tax relief rules, including the requirements concerning scientific or technological advances and uncertainties, eligible expenditure, contracted-out R&D, applicable scheme and accounting period, filing procedures and deadlines. Applicable rules may change.

4.3 Any classification, evidence rating, eligibility indicator, calculation or draft provided by Plio is an aid to your review, not a determination by HMRC. An evidence rating does not establish eligibility, and a completed workflow does not guarantee a valid or successful claim.

4.4 You must review and validate all outputs, underlying source material, cost allocations and explanations before using them in tax filings or providing them to an accountant or tax adviser. Where appropriate, obtain independent professional advice.

4.5 You must not fabricate experiments, scientific uncertainties, time records, invoices, costs, research citations or other evidence, or use Plio to support a claim you know or reasonably suspect to be false or misleading.

5. Lister AI and third-party research

5.1 Lister is an AI-assisted feature. Depending on the selected workflow, it may review Customer-provided documents and records, compare them with published scientific or technological information, propose technical explanations, classify possible uncertainties and advances, and flag missing or inconsistent evidence.

5.2 AI-generated content may be inaccurate, outdated, incomplete, biased, inconsistent or unsupported, including fabricated or wrongly interpreted citations. Lister is not a competent professional, HMRC decision-maker or substitute for review by persons who understand the underlying technology and the Customer's work.

5.3 You must check references against original sources, confirm that descriptions reflect activities actually performed and correct any errors before reliance. We do not promise that external publications are complete, available, licensed for every use or relevant to a particular accounting period.

5.4 Information submitted to enabled AI features may be processed by third-party AI providers as explained in the Privacy Policy and Subprocessor List. Do not submit personal or confidential information that is unnecessary for the requested task. Any statement about AI processing region, retention or model training is governed by our published notices and the actual provider configuration.

5.5 We may implement reasonable AI usage limits and safeguards to protect the Services and prevent misuse. We may suspend AI functionality where necessary for security or compliance.

6. Customer content and intellectual property

6.1 "Customer Content" means information, documents, technical data, research records, costs, project materials, prompts and other content you or your authorised users upload, enter or generate using your business records.

6.2 As between you and us, you retain ownership of Customer Content and any intellectual property rights you hold in it. You grant us and our authorised subprocessors a non-exclusive licence, limited to the extent necessary to host, process, reproduce, transmit, secure and otherwise handle Customer Content to provide and support the Services, comply with applicable law and enforce this Agreement.

6.3 You confirm that you have the necessary rights and lawful basis to submit Customer Content and to instruct us to process it, including any information concerning employees, contractors or external researchers.

6.4 We and our licensors retain rights in the Plio software, interfaces, code, design, trademarks, documentation and general underlying technology. Except as expressly permitted, you may not copy, resell, reverse engineer or exploit the Services in breach of law or this Agreement.

6.5 AI outputs may not be unique, may be subject to third-party rights and may resemble content produced for others. We do not warrant exclusive ownership or intellectual property protection in AI Output.

7. Confidentiality and security

7.1 Each party will protect non-public information of the other party disclosed in connection with the Services, including technical project material, inventions, business plans and trade secrets, using reasonable care and will use it only for permitted contractual purposes.

7.2 Confidentiality does not apply to information that is public other than through breach, was already lawfully known, is lawfully received without a duty of confidentiality or is independently developed without using confidential information.

7.3 We may disclose confidential information to personnel and suppliers bound by appropriate confidentiality duties, or where law requires disclosure. We will apply reasonable technical and organisational security measures as described in the Security Statement.

7.4 You are responsible for appropriate account administration, user access, backups or exports of essential records, endpoint security and handling of exported reports. No online service can guarantee absolute security or uninterrupted availability.

8. Data protection

8.1 Each party must comply with applicable data protection law. For personal data in Customer Content processed on your instructions, you generally act as Controller and Paylists acts as Processor, subject to the DPA. For account administration, billing, security and similar purposes, Paylists may act as an independent Controller as described in the Privacy Policy.

8.2 You must ensure that you provide appropriate privacy notices and establish a valid lawful basis for collecting and submitting personal data. You must not submit special category personal data or criminal-offence data unless we have expressly agreed the relevant processing in writing and appropriate safeguards exist.

9. Fees, subscriptions and changes

9.1 Fees, taxes, billing intervals, seat limits and usage allowances are those shown and accepted at checkout or in an agreed order. Unless expressly stated otherwise, prices exclude VAT and other applicable taxes.

9.2 Where recurring billing applies, your subscription renews for the billing term shown at checkout unless cancelled in accordance with the displayed cancellation terms. We will disclose any applicable minimum commitment and renewal or cancellation conditions before purchase.

9.3 We may change future pricing or feature limits with reasonable advance notice where the change materially affects an existing paid subscription. Changes will not alter charges already paid for a current fixed term unless the agreed order permits this.

9.4 Unpaid or overdue accounts may be restricted or suspended after reasonable notice, except where immediate action is necessary to prevent abuse or risk.

10. Third-party services and availability

10.1 We rely on third-party hosting, database, communications and AI providers. Certain functionality may be interrupted or affected by their performance or changes.

10.2 We may modify, maintain or discontinue features, taking reasonable steps to avoid material unnecessary disruption to paid Services and to notify affected Customers of significant changes where practicable.

10.3 We do not promise continuous or error-free access, a particular financial outcome or uninterrupted availability of external scientific publications or government websites.

11. Suspension and termination

11.1 You may stop using the Services and cancel a subscription under the applicable plan terms. Each party may terminate for a material breach not remedied within a reasonable period following written notice, or immediately where the breach cannot reasonably be remedied.

11.2 We may suspend access immediately where reasonably necessary to address a serious security threat, unlawful use, suspected fraud, serious breach or legal requirement. Where lawful and practicable, we will provide notice and an opportunity to respond.

11.3 On termination, your access may end. You must export the records you require before the end of any stated access or export period. Customer Personal Data will be handled in accordance with the DPA and the applicable retention schedule; records may remain in backups or where legally required.

11.4 Sections intended to survive termination, including payment obligations accrued, confidentiality, intellectual property, disclaimers, liability and dispute provisions, continue to apply.

12. Warranties and disclaimers

12.1 We will provide the Services with reasonable care and skill. Except where law prevents exclusion, the Services and AI Output are otherwise provided without a warranty of suitability for a specific claim, eligibility, accuracy of generated results, availability of research sources or HMRC acceptance.

12.2 We do not guarantee tax relief, repayment, credit, savings, an HMRC decision, or any financial outcome. You must not represent any Plio evidence score as an HMRC endorsement or official eligibility assessment.

13. Liability

13.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

13.2 Subject to clause 13.1, neither party is liable for indirect or consequential loss, loss of anticipated tax relief, lost profits, lost opportunities, loss of goodwill or business interruption to the extent such exclusions are permitted under applicable law. This clause does not remove a party's liability for its own unlawful conduct or obligations that cannot lawfully be excluded.

13.3 Subject to clause 13.1, Paylists' total aggregate liability arising out of or in connection with the Services and this Agreement will not exceed the total fees paid or payable by Customer for the affected Services in the 12 months immediately preceding the event giving rise to the claim.

13.4 You remain responsible for submissions and filing decisions; however, nothing in this Agreement excludes liability arising from a breach by Paylists to the extent exclusion is prohibited by law.

14. Complaints and notices

14.1 Support: support@plio.co.uk; complaints: complaints@plio.co.uk; legal notices: office@plio.co.uk. You may send notices using the contact details we publish in the Legal Notice.

14.2 We may send operational or contractual notices to the account administrator's registered email address or display them within the Services. You are responsible for keeping your contact details current.

15. Changes to these terms

15.1 We may update this Agreement for legal, security, operational or service reasons. For material changes adversely affecting your rights, we will give reasonable advance notice unless urgent legal or security circumstances require otherwise. The updated version and its effective date will be published on our website.

15.2 Continued use after a validly notified effective date constitutes acceptance where permitted by law; if you do not agree, you may terminate under the applicable terms.

16. Governing law and general provisions

16.1 This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to mandatory law.

16.2 Neither party is responsible for a delay caused by events beyond its reasonable control, except that this does not excuse payment already due.

16.3 If any provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver.

16.4 You may not transfer this Agreement without our prior written consent, not to be unreasonably withheld. We may transfer this Agreement as part of a genuine corporate reorganisation or business transfer, subject to applicable law and continuing protection of Customer data.

16.5 This Agreement, the AUP, applicable order terms and DPA constitute the agreement concerning the Services. Where personal data processing terms conflict, the DPA prevails for that subject matter.

Contact: Paylists LTD — office@plio.co.uk — 20–22 Wenlock Road, London, England, N1 7GU.