These Terms of Service ("Terms") govern access to and use of the Prism investment operations platform, the Prism Cloud service, the Investor Portal, the website at perspect.finance, and related services provided by Perspect Services Ltd ("Perspect", "we", "our", or "us").
These Terms of Service (“Terms”) govern access to and use of the Prism investment operations platform, the Prism Cloud service, the Investor Portal, the website at perspect.finance, and related services provided by Perspect Services Ltd (“Perspect”, “we”, “our”, or “us”).
Prism is Perspect’s enterprise investment operations platform for private equity, venture capital, infrastructure, fund-of-funds, family office, fund management and related investment operations teams. The platform includes portfolio oversight, deal workflow, CRM, reporting, investor portal access, approvals, audit logging, integrations, tenant branding, data import/export and controlled AI-assisted workflows.
By creating an account, accessing Prism, using the Investor Portal, subscribing to Prism Cloud, accessing a private deployment, or clicking to accept these Terms, you agree to be bound by these Terms on behalf of yourself and, where applicable, the organisation you represent. If you are accepting these Terms on behalf of a company, fund, partnership, investment manager or other legal entity, you represent and warrant that you have authority to bind that entity.
If you do not agree to these Terms, or if you do not have authority to accept them on behalf of the organisation you represent, you must not access or use the Services.
These Terms should be read together with Perspect’s Privacy Policy, Cookie Policy, and any applicable order form, subscription confirmation, statement of work, private deployment agreement, data processing agreement or other written agreement that refers to these Terms.
In these Terms, the following definitions apply:
Subject to the Customer’s compliance with these Terms and payment of all applicable fees, Perspect grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Subscription Term for the Customer’s internal business purposes.
The Services are intended for business, professional, institutional and investment operations use only. The Services are not directed at individual consumers acting in a personal capacity. By using the Services, you confirm that you are accessing them in a business, professional or institutional capacity.
The Customer is responsible for managing its Authorised Users, assigning appropriate roles, maintaining user records, removing users who no longer require access and ensuring that each user accesses the Services only through their own credentials. Credentials must not be shared.
The Customer is responsible for maintaining the confidentiality and security of account credentials, SSO configuration, API keys, integration credentials and administrative access. The Customer must notify Perspect promptly at [email protected] if it becomes aware of any unauthorised access, credential compromise or suspected security incident affecting the Services.
The Customer is responsible for its own tenant configuration, including user permissions, approval settings, investor portal publication decisions, branding, custom fields, integrations, AI settings, imports, exports and data management decisions made by its Authorised Users.
The Services may not be accessed or used in violation of applicable sanctions, export control, anti-money laundering, counter-terrorist financing, financial crime, data protection or other applicable laws. Perspect may suspend or terminate access where it reasonably believes use of the Services may breach applicable law, expose Perspect to regulatory risk, or involve a restricted person, entity, territory or jurisdiction.
Prism Cloud is offered on standard subscription plans listed on the Perspect pricing page, unless otherwise agreed in an Order Form. Prism Cloud plans may include limits on internal seats, Investor Portal viewers, usage, storage, support or other commercial parameters.
Unless otherwise stated in an Order Form, Prism Cloud plans provide access to the full Prism platform. Standard plan differences relate primarily to internal seat capacity and Investor Portal viewer capacity, rather than access to individual product modules.
Subscription Fees are payable in advance unless otherwise agreed in writing. Payment may be processed through Stripe or arranged by invoice and bank transfer where agreed. Perspect does not store full payment card details where payment is processed by a third-party payment provider.
Prices listed on the Perspect website are exclusive of VAT and any other applicable taxes, duties or levies unless stated otherwise. The Customer is responsible for paying all applicable taxes in connection with its use of the Services.
Unless cancelled before renewal or otherwise stated in an Order Form, Prism Cloud subscriptions renew automatically at the end of each Subscription Term at the then-current rate for the applicable plan.
The Customer may cancel its Prism Cloud subscription at any time by using available cancellation functionality or by providing written notice to Perspect. Cancellation takes effect at the end of the then-current paid Subscription Term. The Customer retains access until the end of the paid period unless access is suspended or terminated earlier under these Terms.
Subscription Fees are non-refundable unless otherwise agreed in writing or required by applicable law. No refunds or credits will be issued for partial subscription periods, unused time, reductions in usage, unused seats, unused Investor Portal viewer capacity or downgrades during an active Subscription Term.
Plan upgrades may take effect immediately and may be charged pro-rata for the remainder of the current billing period. Downgrades take effect at the start of the next billing period unless otherwise agreed. If the Customer’s active users, portal viewers or usage exceed the limits of a lower plan, the Customer must reduce usage before the downgrade can be completed.
Enterprise customers may add internal seats above the included Enterprise seat limit at the rate set out on the pricing page or in the applicable Order Form. Additional seat arrangements are available for Enterprise only unless otherwise agreed in writing.
If any amount is overdue, Perspect may notify the Customer and suspend access if payment remains unresolved after a reasonable notice period. Persistent non-payment may result in termination. Perspect may also charge interest and recovery costs on overdue amounts where permitted by applicable law.
Perspect may change Prism Cloud pricing from time to time. Fee changes will not affect the current paid Subscription Term and will take effect at renewal after reasonable notice, unless otherwise agreed in an Order Form.
Private Deployment is not included in standard Prism Cloud pricing. Any Private Deployment must be agreed separately in an Order Form, statement of work, private deployment agreement or other written arrangement.
The responsibilities for hosting, infrastructure, installation, monitoring, backups, updates, support, maintenance, access controls, security configuration, disaster recovery and operational administration will depend on the agreed deployment model. Those responsibilities should be documented separately before any Private Deployment begins.
Where Prism is deployed into a customer-controlled environment, the Customer may be responsible for the security, resilience, availability, backup, network configuration, access controls and compliance of that environment unless otherwise agreed in writing.
Private Deployment update cadence, maintenance responsibilities, support arrangements and compatibility requirements must be agreed separately. Perspect is not responsible for failures caused by unauthorised modifications, unsupported infrastructure, third-party system changes or customer-controlled environment issues unless otherwise agreed in writing.
Purchasing a Prism Cloud subscription does not grant a right to receive a Private Deployment. Private Deployment is available only where Perspect agrees the scope, commercial terms and operational responsibilities in writing.
As between the Customer and Perspect, the Customer retains ownership of Customer Data. Perspect does not claim ownership of Customer Data.
The Customer grants Perspect a limited licence to host, process, store, transmit, display, analyse and otherwise use Customer Data solely to the extent necessary to provide, secure, maintain, support, improve and administer the Services, comply with law, enforce these Terms and perform obligations under any applicable Order Form.
The Customer is responsible for the accuracy, legality, quality and integrity of Customer Data. The Customer must ensure it has all rights, permissions, notices, consents and lawful bases required to submit Customer Data to the Services, including personal data, investor data, financial data, fund documents, KYC materials and third-party confidential information.
The Customer may export Customer Data during the active Subscription Term using available export functionality. Following cancellation or termination, Perspect will retain Customer Data for the period described in the Privacy Policy or applicable Order Form, unless a different period is required by law or agreed in writing. During the applicable retention window, the Customer may request a final export. After the retention period, Perspect may delete or anonymise Customer Data in accordance with its policies and legal obligations.
Perspect and its licensors retain all rights, title and interest in and to the Services, including software, source code, object code, databases, user interfaces, workflows, designs, documentation, models, templates, reports, methods, know-how, trademarks, trade names and proprietary technology. No rights are transferred to the Customer except the limited access rights expressly granted in these Terms.
The Customer must not copy, modify, reverse engineer, decompile, disassemble, scrape, reproduce, resell, sublicense, create derivative works from, or attempt to extract source code or underlying models from the Services, except to the extent expressly permitted by law and not capable of exclusion.
If the Customer or any Authorised User provides suggestions, ideas, feedback or recommendations relating to the Services, Perspect may use that feedback without restriction or obligation, provided it does not disclose Customer confidential information in doing so.
The Customer may use the Services only for lawful internal business purposes and in accordance with these Terms, applicable documentation, applicable law and any agreed Order Form.
The Customer must not, and must ensure its Authorised Users do not:
Perspect may suspend access immediately where it reasonably believes that Customer activity creates security risk, legal risk, operational risk, risk to another customer, risk to platform integrity or breach of these Terms.
The Services may include AI-assisted features for document extraction, report commentary, portfolio analysis, data interpretation, summarisation, classification, drafting or related workflows. AI outputs are provided as assistance only and are not financial advice, investment advice, legal advice, tax advice, accounting advice or professional advice.
The Customer is solely responsible for reviewing, validating and approving AI outputs before relying on them, publishing them, sending them to investors, incorporating them into reports or using them for operational decisions. AI outputs may be inaccurate, incomplete, outdated or unsuitable for the Customer’s intended purpose.
Where an AI feature is used, relevant prompts, documents, extracted content, financial data or other Customer Data may be processed by Perspect and third-party AI providers to deliver the feature. Further details may be set out in the Privacy Policy, subprocessors information, product documentation or applicable Order Form.
Perspect will not knowingly use Customer Data to train general AI models without the Customer’s prior permission. Third-party AI providers are expected to process Customer Data in accordance with applicable contractual terms and data processing obligations.
AI features may be subject to tenant settings, budget controls, usage limits, throttles, concurrency limits, audit logging, provider configuration and administrative controls. Perspect may limit, disable or modify AI features where necessary for safety, cost control, compliance, provider availability or platform integrity.
Perspect will use commercially reasonable efforts to make Prism Cloud available, subject to maintenance, updates, outages, third-party provider failures, security events, force majeure events and other circumstances outside Perspect’s reasonable control.
Perspect may perform scheduled maintenance, updates, infrastructure work and security changes. Where practical, Perspect will attempt to conduct planned maintenance at lower-impact times and provide advance notice for material planned downtime.
Unless an Order Form expressly provides service credits or a separate service level agreement, Perspect does not provide financial service credits for downtime, interruption, degraded performance or unavailability.
Availability, support and service levels for Private Deployment depend on the agreed deployment model and must be documented separately. Prism Cloud availability commitments do not automatically apply to Private Deployment.
Perspect will implement reasonable technical and organisational measures designed to protect Customer Data within the Services. These may include tenant scoping, role-based access controls, authentication controls, audit logging, encrypted infrastructure, controlled downloads, application-layer protections and operational monitoring.
The Customer is responsible for its own users, devices, networks, identity provider configuration, SSO policies, access reviews, exported data, downloaded documents, private deployment environment, administrator decisions and any third-party systems connected to Prism.
Where Perspect processes personal data, it will do so in accordance with the Privacy Policy and applicable data protection law. Where required, the parties may enter into a separate data processing agreement.
Perspect will respond to security incidents affecting the Services in a commercially reasonable manner. Where required by applicable law, Perspect will notify affected Customers or regulators within applicable timeframes.
Each party may receive confidential information from the other in connection with the Services. Confidential information includes non-public business, financial, technical, product, security, operational, investor, fund, portfolio, customer, pricing and commercial information.
Each party agrees to protect the other’s confidential information using reasonable care, not disclose it except as permitted by these Terms, and use it only for purposes related to the Services or the relevant commercial relationship.
Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed without use of confidential information, rightfully received from a third party without restriction, or required to be disclosed by law or court order.
Customer Data is treated as Customer confidential information. Perspect may disclose Customer Data only as required to provide the Services, comply with law, enforce these Terms, support security operations, use approved subprocessors, or as otherwise permitted by the Customer.
Perspect warrants that it will provide the Services with reasonable skill and care and that it has authority to enter into these Terms.
The Customer warrants that it has authority to enter into these Terms, that its use of the Services will comply with applicable law, and that it has all rights and permissions required to submit Customer Data to the Services.
Except as expressly stated in these Terms, the Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Perspect disclaims all implied warranties, conditions and representations, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, data accuracy, calculation accuracy, AI output accuracy and suitability for any specific regulatory, accounting, tax, legal or investment purpose.
The Services may assist with investment operations, reporting, workflow, data management and analysis, but they do not provide financial, investment, legal, tax, accounting, audit, regulatory or compliance advice. The Customer remains responsible for professional review, investor communications, regulatory submissions, accounting treatment, legal obligations and investment decisions.
To the fullest extent permitted by law, Perspect’s total aggregate liability arising out of or in connection with these Terms, the Services or any Order Form shall not exceed the total fees paid by the Customer to Perspect for the Services giving rise to the claim in the twelve months immediately preceding the event giving rise to liability.
To the fullest extent permitted by law, Perspect shall not be liable for loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of reputation, loss or corruption of data, loss of contracts, loss of investment opportunity, regulatory penalties, indirect loss, consequential loss, special loss, punitive damages or exemplary damages, whether arising in contract, tort, negligence, breach of statutory duty or otherwise.
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.
The parties agree that the limitations in this Section reflect a reasonable allocation of risk between commercial parties and that pricing and commercial terms are based on these limitations.
The Customer agrees to indemnify and hold harmless Perspect, its officers, directors, employees, contractors and agents from and against claims, losses, liabilities, damages, penalties, fines, costs and expenses arising out of or relating to: (a) Customer Data; (b) the Customer’s breach of these Terms; (c) the Customer’s use of the Services in violation of law; (d) unauthorised use of the Services by the Customer’s users; (e) third-party claims relating to data submitted by the Customer; or (f) the Customer’s private deployment environment, unless caused by Perspect’s breach of an expressly agreed responsibility.
These Terms begin when the Customer first accepts them, accesses the Services or enters into an Order Form, and continue until all subscriptions, access rights and Order Forms have expired or been terminated.
The Customer may cancel a Prism Cloud subscription in accordance with Section 4.6. Cancellation does not relieve the Customer of payment obligations incurred before cancellation.
Either party may terminate these Terms or an applicable Order Form if the other party materially breaches its obligations and fails to remedy the breach within 14 days of receiving written notice specifying the breach.
Perspect may suspend or terminate access immediately if the Customer or any Authorised User: (a) creates a security risk; (b) breaches acceptable use obligations; (c) attempts unauthorised access; (d) fails to pay overdue fees after notice; (e) violates applicable law; (f) causes risk to another customer; or (g) uses the Services in a way that may materially harm Perspect, the Services or third parties.
Upon termination or expiry, the Customer’s right to access the Services ends. The Customer must stop using the Services and pay any outstanding fees. Perspect will handle Customer Data in accordance with Section 6.4, the Privacy Policy and any applicable Order Form.
Sections relating to fees owed, Customer Data, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, termination effects, governing law and any provisions that by their nature should survive will survive termination.
Perspect may modify, improve, update, suspend, replace or discontinue features of the Services from time to time. Perspect will use reasonable efforts to avoid materially reducing core paid functionality during an active Subscription Term, unless required for security, compliance, provider dependency, legal or operational reasons.
Perspect may update these Terms from time to time. Material changes will be notified through the website, email, in-platform notice or other reasonable method. Continued use of the Services after updated Terms take effect constitutes acceptance of the updated Terms.
These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, are governed by the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, the Services or their subject matter or formation.
These Terms, together with the Privacy Policy, Cookie Policy, any applicable Order Form and any written agreement expressly incorporated by reference, constitute the entire agreement between the parties in relation to the Services and supersede prior discussions or agreements relating to the same subject matter.
If there is a conflict between these Terms and an Order Form or other written agreement signed or accepted by Perspect, the Order Form or written agreement will control for that specific conflict and only for the Services covered by it.
If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions will remain in effect.
No failure or delay in exercising any right under these Terms will operate as a waiver of that right. A waiver must be in writing to be effective.
The Customer may not assign, transfer or novate its rights or obligations under these Terms without Perspect’s prior written consent. Perspect may assign or transfer these Terms in connection with a merger, acquisition, restructuring, sale of assets or transfer of business.
Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, government action, internet failures, power outages, cyberattacks, third-party provider failures, pandemics or infrastructure failures.
Formal notices to Perspect must be sent to [email protected] or another address specified by Perspect in writing. Notices to the Customer may be sent to the account administrator email, billing contact email, in-platform notification or other contact details associated with the Customer account.
Nothing in these Terms creates a partnership, joint venture, agency, employment, fiduciary relationship or franchise between the parties. Neither party has authority to bind the other except as expressly stated in writing.
Except where expressly stated, these Terms do not confer rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
If you have questions about these Terms, Prism Cloud, private deployment, billing, procurement or the Services, please contact:
Perspect Services Ltd
441 Sidcup Road
London
SE9 4ET
United Kingdom
Email: [email protected]
