Primary Portal Solutions Limited
THESE TERMS AND CONDITIONS CONSTITUTE A BINDING CONTRACT ON YOU AND GOVERN THE USE OF AND ACCESS TO THE MODEL CONTEXT PROTOCOL SERVER (MCP) (MCP SERVICE) BY YOU.
YOU WILL ENTER A SEPARATE CONTRACT WITH US WHICH SETS OUT THE COMMERCIAL TERMS OF YOUR ACCESS TO AND USE OF THE MCP SERVICES ACCORDING TO YOUR CHOSEN SCOPE OF USE. THESE TERMS OF USE AND THE CONTRACT TOGETHER FORM THE “AGREEMENT”.
The governing law is England and Wales.
1. Definitions
1.1 In these MCP Terms:
Access Point means an AI application or interface listed in the Contract (for example Claude, ChatGPT, Gemini or Microsoft Copilot) through which an Authorised User connects an AI Model to the MCP Service.
Agentic Workflow means any workflow in which an AI Model or other software plans and carries out MCP Service calls autonomously, other than in direct response to, and under the contemporaneous control of, an Authorised User’s prompt in an Interactive Session. It includes scheduled, triggered, recurring, looping or background tasks, and multi-agent or orchestration frameworks.
AI Model means a large language model or other artificial intelligence model that the Client selects, licenses and operates, and that Primary Portal does not provide.
Authorised User means an individual employee or individual contractor of the Client who has been issued with personal MCP Credentials, up to the number of users stated in the Contract.
Automated System means any software, script, bot, crawler, server, service, application, data pipeline or other system that calls the MCP Service other than in an Interactive Session. It includes any machine-to-machine, server-to-server or system-to-system connection or integration.
Bulk Extraction means:
(a) extracting or retrieving all, or a substantial part, of the Deal Data, judged qualitatively or quantitatively;
(b) repeated and systematic extraction or retrieval of insubstantial parts of the Deal Data which, taken together, amount to a substantial part of it or would enable a substantial part to be reconstituted; or
(c) enumeration, meaning querying in sequence by identifier, date range, issuer, sector, page or other parameter in order to obtain a complete or near-complete set of records.
Dealfeed means Primary Portal’s Dealfeed service, which delivers Deal Data programmatically, in bulk or machine-to-machine under a separate Contract and separate fees.
Deal Data means the data, records and other content that Primary Portal makes available through the Platform, the MCP Service or Dealfeed, including deal, transaction and allocation data.
Fair Use Thresholds means the indicative usage levels for the MCP Service published in the MCP Documentation, as updated under clause 5.
Interactive Session means a session in which:
(a) an individual Authorised User enters a prompt into an Access Point in real time;
(b) the AI Model calls the MCP Service only to answer that prompt; and
(c) the Authorised User receives and reviews the response before entering any further prompt.
MCP Credentials means the API keys, OAuth tokens and other credentials that Primary Portal issues to access the MCP Service.
MCP Documentation means Primary Portal’s documentation for the MCP Service, as updated from time to time.
MCP Output means Deal Data, and anything derived from Deal Data, that the MCP Service returns to an AI Model or that an AI Model generates from it.
MCP Service means Primary Portal’s Model Context Protocol server, together with its tools, endpoints and MCP Documentation, which allows an AI Model to retrieve Deal Data.
Platform means Primary Portal’s proprietary portal which connects banks and institutional investors for capital markets issuance.
2. Nature of the MCP Service
2.1 The MCP Service is a data access service only. Primary Portal does not provide, host, operate or supply any AI Model and does not perform any inference as part of the MCP Service.
2.2 The Client is solely responsible for:
(a) selecting, configuring and operating each AI Model and Access Point; and
(b) complying with the terms of the provider of each AI Model and Access Point.
Each such provider is the Client’s supplier and not a subcontractor of Primary Portal.
2.3 Primary Portal has no responsibility for any content that an AI Model generates, including summaries, analysis and calculations, or errors and omissions the AI Model introduces. Any warranty Primary Portal gives in the Agreement about Deal Data applies only to Deal Data as returned by the MCP Service, before any processing by an AI Model. MCP Output is not investment advice.
2.4 The MCP Service supplements individual users’ access to the Platform. It is not a data feed and gives no right to programmatic or bulk access to Deal Data.
3. Licence and permitted use
3.1 Subject to these MCP Terms and the Agreement and payment of the MCP Fees (as set out in the Contract), Primary Portal grants the Client a non-exclusive, non-transferable, non-sublicensable licence, for the Subscription Term (as set out in the Contract), to permit its Authorised Users to access the MCP Service. Access must be through the Access Points, solely in Interactive Sessions, for interactive and ad hoc queries for the Client’s internal business purposes.
3.2 The MCP Service is intended for individual people who use an AI Model to ask questions of the Deal Data in an interactive, ad hoc way. It is not intended for, and must not be used for, wholesale or programmatic access to the Deal Data. That kind of access is available only through Dealfeed.
3.3 Each AI Model used with the MCP Service must:
(a) be a corporate AI subscription;
(b) have model training and model improvement disabled where reasonably possible and zero or minimal data retention enabled; and
(c) be accessed only through the Client’s corporate enterprise account credentials. Use of personal AI accounts is prohibited.
3.4 The Client may use only the Access Points listed in the Contract. Any other Access Point requires Primary Portal’s prior written consent.
3.5 Every prompt that results in a call to the MCP Service must be initiated and controlled directly by an Authorised User in an Interactive Session.
3.6 An Authorised User may include MCP Output in internal work product, such as a note, email or presentation, provided that:
(a) the work product contains only insubstantial extracts of Deal Data;
(b) the work product is not made available outside the Client without attributing the source to Primary Portal; and
(c) the use otherwise complies with these MCP Terms and the Agreement.
4. Prohibited uses
4.1 The Client must not, and must ensure that its Authorised Users and anyone else under its control do not:
(a) Bulk Extraction: use, or attempt to use, the MCP Service for Bulk Extraction, including to download, export, scrape, mirror or replicate all or a substantial part of the Deal Data;
(b) Machine-to-machine access: connect any Automated System to the MCP Service or use MCP Credentials in any Automated System. This includes connecting the MCP Service to the Client’s internal systems, databases, data warehouses, CRM, order management or analytics platforms, or any other application;
(c) Agentic Workflows: use the MCP Service in any Agentic Workflow, including scheduled or recurring prompts and any AI Model “agent” or “deep research” mode that makes extended sequences of calls without the Authorised User’s review;
(d) Third-party AI workflow applications: use the MCP Service or Deal Data with any third-party application that combines an AI Model with workflow software, without Primary Portal’s prior written consent;
(e) Storage and indexing: store, cache or retain MCP Output beyond the AI Model’s working context for the Interactive Session, except as clause 3.6 permits. Nor may they use Deal Data to create or add to any database, dataset, vector store, embedding index, knowledge base, project file or AI “memory” feature, including for retrieval-augmented generation;
(f) Training: use Deal Data or MCP Output to train, fine-tune, evaluate, benchmark or otherwise improve any AI Model, or permit any AI Model provider to do so;
(g) Credentials: share MCP Credentials, allow more than one individual to use the same MCP Credentials, or use shared, generic or service-account credentials;
(h) Circumvention: circumvent, disable or interfere with any rate limit, result limit, pagination limit or other technical measure, including by spreading queries across several MCP Credentials, accounts or Access Points;
(i) Redistribution and competition: make Deal Data or MCP Output available to any third party, or use either to build, train or supply any product or service that competes with the Platform, the MCP Service or Dealfeed.
4.2 Each restriction in clause 4.1 is separate and independent. No restriction limits the scope of any other.
5. Reasonable use
5.1 Primary Portal does not charge for the MCP Service by volume. The Client’s use must always be reasonable and consistent with Interactive Sessions by the number of Authorised Users licensed within the Fair Use Thresholds.
5.2 Primary Portal publishes and updates Fair Use Thresholds in the MCP Documentation, for example:
(a) calls per Authorised User per hour or per day;
(b) records returned per call;
(c) records retrieved per Authorised User per month; and
(d) concurrent sessions per Authorised User.
Use above any Fair Use Threshold is presumed to be use outside Interactive Sessions, unless the Client shows otherwise.
6. Monitoring and audit
6.1 Primary Portal may log and monitor use of the MCP Service, including queries, tool calls, volumes, timing, IP addresses and client identifiers. It does so to verify compliance with these MCP Terms and to protect the Deal Data.
6.2 The Client must, within 20 business days of request, give Primary Portal the information it reasonably requires to verify compliance, including written confirmation of each AI Model’s configuration under clause 3.3.
6.3 Primary Portal may use anonymised, aggregated usage metrics to operate and improve its services and to allow us to report and publish details of anonymised, aggregated search trends.
7. Consequences of breach
7.1 If Primary Portal reasonably believes that the Client or any Authorised User has breached clause 3 or clause 4, Primary Portal may, with immediate effect, do either or both of the following, and must promptly notify the Client:
(a) throttle or suspend any MCP Credentials, or the MCP Service; and
(b) require the Client to stop the activity concerned.
7.2 Where the Client has used the MCP Service for any purpose prohibited by clause 4.1(a), (b), (c) or (e), it must pay for that use, for the period of the use, at Primary Portal’s then-current list price for bulk data access. This charge is the price of the access actually obtained. It is without prejudice to Primary Portal’s other rights and remedies.
7.3 Primary Portal may terminate the Client’s access to the MCP Service by written notice with immediate effect if the Client commits a material breach of clause 3 or clause 4. A breach of clause 4.1(a), (b), (e) or (f) is a material breach.
7.4 On termination of the MCP Service, or on Primary Portal’s request after a breach, the Client must:
(a) delete all Deal Data and MCP Output held in breach of these MCP Terms, including from any AI Model memory, project or knowledge feature; and
(b) certify the deletion in writing.
Data that is archived on backup media under the Client’s standard retention policies may be kept until it is overwritten, provided it is used only for disaster recovery.
7.5 Damages alone may not be an adequate remedy for breach of clause 3 or clause 4. Primary Portal is entitled to seek injunctive relief, specific performance or other equitable relief for any actual or threatened breach.
7.6 The Client is responsible for the acts and omissions of its Authorised Users, and for the operation of its AI Models and Access Points, as if they were its own acts and omissions.
7.7 The Client indemnifies Primary Portal against all third-party claims, losses and reasonable legal costs arising from any use of the MCP Service that does not comply with these MCP Terms.
7.8 Notwithstanding anything in the Agreement, no limitation or exclusion of liability in the Agreement applies to the Client’s liability for breach of clauses 3, 4, or 7.2.