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Phrony

Terms of Service

Phrony Labs BV  |  KvK 42039600

Last updated: June 2026

Phrony is an open specification and an open runtime for production AI agents. These Terms cover three things: the Phrony specification (the manifest format), the Phrony runtime (the self-hosted execution layer), and Phrony Enterprise (a commercial offering sold under a separate agreement). Most users of Phrony never sign these Terms at all, because the specification and the runtime are governed by their open-source licenses. These Terms exist to cover the phrony.com website, the relationship around the licensed software, and the entry point to a commercial Enterprise relationship.

1. Definitions

  • "Phrony", "we", "our" means Phrony Labs BV, a private limited company registered in the Netherlands under KvK number 42039600.
  • "You", "your" means the individual or entity accessing the Phrony website, the Specification, the Runtime, or any Enterprise offering.
  • "Specification" means the open Phrony specification, including the manifest schema, the policy model, the runtime contract, and the trace format, made available under the Apache License 2.0.
  • "Runtime" means the Phrony reference runtime software, made available in source form under the Functional Source License (FSL) and intended to be self-hosted on infrastructure that you control.
  • "Manifest" means a declarative artifact that defines an Agent in conformance with the Specification.
  • "Agent" means an AI agent declared in a Manifest and executed by the Runtime.
  • "LLM" means a large language model provided by a third party (for example OpenAI, Anthropic, or Mistral) that an Agent uses for reasoning.
  • "Enterprise" means a commercial offering provided by Phrony under a signed Order Form and master agreement, including managed services, fleet management, support, and additional plugins.
  • "Order Form" means a written ordering document executed between Phrony and an Enterprise customer that references a master agreement.

2. Acceptance

By using the Phrony website, you agree to these Terms as they relate to the website. Your use of the Specification is governed by the Apache License 2.0. Your use of the Runtime is governed by the Functional Source License accompanying the Runtime. Where the open-source license and these Terms address the same subject, the open-source license controls for that software.

If you enter into an Order Form for Enterprise, that Order Form and its master agreement govern the Enterprise relationship and take precedence over these Terms for that relationship.

We may update these Terms from time to time. Material changes affecting the website or the licensed-software relationship will be posted on phrony.com with the revised date. For Enterprise customers under a signed Order Form, changes do not apply retroactively to a committed term unless expressly agreed.

3. The Specification

The Specification is open and is licensed under the Apache License 2.0. Anyone may read it, implement a conformant runtime against it, build tooling on it, and author Manifests that conform to it. Manifests you author are yours. Phrony claims no ownership over Manifests authored by you, and no obligation to support runtimes implemented by third parties against the Specification.

4. The Runtime

The Runtime is source-available software licensed under the Functional Source License. You may read it, modify it, and run it on your own infrastructure free of charge, subject to the terms of that license. The principal restriction under the FSL is that you may not use the Runtime to provide a competing commercial product or service; the FSL terms control on this point and convert to an open-source license after the period stated in that license.

The Runtime is self-hosted. It runs on infrastructure that you operate and control. Phrony does not operate the Runtime on your behalf and does not host your Agents under these Terms. Any managed or hosted operation of the Runtime by Phrony is part of Enterprise and is governed by a separate agreement.

5. No managed service under these Terms

Phrony does not, under these Terms, run a multi-tenant service, execute your Agents for you, route your LLM calls, store your execution traces, or process data flowing through your Agents. Those activities, where Phrony performs them at all, occur only within an Enterprise engagement governed by an Order Form and, where personal data is processed, a Data Processing Agreement.

6. Your responsibilities

When you run the Runtime and deploy Agents, you are responsible for:

  • All Manifests, content, data, credentials, and configurations you deploy.
  • Configuring appropriate policies, limits, and human-in-the-loop triggers for your use case.
  • Ensuring qualified human operators are available to respond to the escalations your Manifests define.
  • The security of your own infrastructure, including the secrets, credentials, and identities your Agents use.
  • Your selection of, and contractual relationship with, any third-party LLM provider, and all token and usage costs charged by that provider.
  • Ensuring your use of Phrony complies with all applicable laws and regulations, including the EU AI Act, GDPR, DORA, and any sector-specific rules that apply to you.
  • Determining whether your AI system is a high-risk AI system under the EU AI Act and meeting all applicable provider obligations.

7. Acceptable use

You shall not use Phrony for any purpose that is prohibited under the EU AI Act, including subliminal manipulation, exploitation of the vulnerabilities of specific groups, social scoring by public authorities, untargeted scraping for facial-recognition databases, or biometric categorisation based on sensitive attributes; that is otherwise illegal under applicable law; that is intended to cause harm to individuals, including discrimination, denial of rights, or circumvention of human-oversight requirements; or that infringes third-party intellectual property rights.

Because the Runtime is self-hosted, Phrony has no technical ability to monitor or suspend your use. This clause is a contractual restriction, not a technical control. Where Phrony becomes aware of a violation in connection with an Enterprise relationship, it may exercise the remedies in the applicable Order Form.

8. Intellectual property

Phrony retains all intellectual property rights in the Phrony software and the Phrony brand, except as expressly granted under the Apache License 2.0 for the Specification and the Functional Source License for the Runtime. Those licenses define what you may do with that software, and nothing in these Terms narrows the rights they grant.

You retain all intellectual property rights in your Manifests, your data, your configurations, and the outputs your Agents generate. Running the Runtime on your own infrastructure grants Phrony no rights in any of it and gives Phrony no access to it.

9. Data protection

Self-hosted Runtime. Phrony does not access, process, or store data flowing through your self-hosted Runtime. Your Agents, their traces, and any personal data they touch remain entirely on your infrastructure. Phrony has no visibility into them. For self-hosted use, Phrony is neither a controller nor a processor of that data; you are.

Website. Phrony processes limited personal data about website visitors and about the individuals who manage licensed-software or Enterprise relationships. This is described in the Privacy Policy.

Enterprise. Where an Enterprise engagement involves Phrony processing personal data on your behalf, that processing is governed by a separate Data Processing Agreement under which Phrony acts as processor and you act as controller.

10. EU AI Act positioning

Phrony provides governance infrastructure designed to support your compliance with the EU AI Act for high-risk AI applications. Its technical controls, such as declared policies, limits, human-in-the-loop triggers, and structured traces, are designed to support obligations under Articles 9, 11, 12, 13, 14, and 15 of Regulation (EU) 2024/1689.

Phrony is positioned as a third-party component supplier under Article 25 of the EU AI Act. Phrony is not the provider of your high-risk AI system. You bear full provider obligations for your deployed AI system, including conformity assessment, CE marking, EU database registration, and post-market monitoring. Enterprise customers deploying high-risk AI systems may enter into an Article 25 Customer Agreement specifying the technical documentation, cooperation, and support Phrony provides.

11. Warranties and disclaimers

The Specification and the Runtime are provided under their respective open-source licenses, which disclaim warranties to the extent stated in those licenses. To the maximum extent permitted by applicable law, and except as expressly stated in a signed Enterprise agreement, the Specification, the Runtime, and the website are provided "as is", and Phrony disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

AI output disclaimer. Agents rely on third-party LLMs to generate reasoning and outputs. Phrony does not warrant the accuracy, completeness, or fitness for any purpose of any AI-generated reasoning, decision, or output. You are responsible for validating AI outputs before relying on them for any consequential decision.

12. Limitation of liability

To the maximum extent permitted by applicable law, Phrony shall not be liable for any indirect, incidental, special, consequential, or punitive damages, nor for loss of profits, revenue, data, or business opportunities, arising out of or in connection with the Specification, the Runtime, or the website.

Because the Specification and the Runtime are provided free of charge under open-source licenses, Phrony's aggregate liability arising from them is limited to the maximum extent permitted by applicable Dutch law. For any Enterprise relationship, liability is governed by the limitation and carve-out provisions of the applicable Order Form and master agreement, not by these Terms.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable Dutch or EU law, including liability for death or personal injury caused by negligence, or for fraud.

13. Term and changes

These Terms apply for as long as you use the website or the licensed software. You may stop using them at any time. The open-source licenses governing the Specification and the Runtime continue to apply to copies you hold according to their own terms. Enterprise term, renewal, and termination are governed by the applicable Order Form.

14. Governing law and disputes

These Terms are governed by the laws of the Netherlands, excluding its conflict-of-laws principles and the United Nations Convention on Contracts for the International Sale of Goods. Any dispute will first be referred to good-faith negotiation between senior representatives for 30 days, then to mediation in the Netherlands for a further 60 days, and, if unresolved, to the exclusive jurisdiction of the competent Dutch court for Phrony's registered seat.

15. General

If any provision is held invalid, the remainder stays in effect and the invalid provision is replaced by a valid one reflecting the original intent. These Terms, together with the Privacy Policy and the applicable open-source licenses, and, for Enterprise customers, the applicable Order Form, master agreement, DPA, and Article 25 Customer Agreement, constitute the entire agreement on their subject matter. In case of conflict, the order of precedence is: (1) the applicable Order Form, (2) the master agreement, (3) the DPA, (4) the Article 25 Customer Agreement, (5) the applicable open-source license for the relevant software, (6) these Terms, (7) the Privacy Policy. Failure to enforce a provision is not a waiver. Neither party may assign these Terms without the other's consent, except that Phrony may assign to a successor in a merger, acquisition, or sale of substantially all assets. These Terms are in English; the English version prevails over any translation.

16. Contact

Questions about these Terms: compliance@phrony.com

Phrony Labs BV, the Netherlands. KvK 42039600.