Terms of Service

1. About these terms

These Terms of Service (the “Terms”) form a contract between [COMPANY NAME] Ltd, a company registered in England and Wales under company number [COMPANY NUMBER] with its registered office at [REGISTERED ADDRESS] (“Reguard”, “we”, “us”), and the organisation that signs up for or uses Reguard AI (the “Customer”, “you”).

Reguard AI is a business-to-business service. By creating an account, or by accepting an order form that refers to these Terms, the person doing so confirms that they are authorised to bind the Customer to these Terms. Reguard AI is not intended for use by consumers.

Our Data Processing Addendum (the “DPA”) forms part of these Terms and governs how we process personal data on your behalf. Our Privacy Policy explains how we handle personal data for which we are the controller.

2. Definitions

• Service: the Reguard AI web application and any related features, documentation and support we provide.
• Customer Content: all data and material you or your Users upload to or create in the Service, including questionnaires, questions, draft and final answers, your answer bank, organisation profile information and exported files.
• Output: draft answers, classifications and other content generated by the Service from your Customer Content.
• User: an individual you authorise to access the Service under your account.
• Subscription: the plan, term and fees set out in your order form or chosen in the Service.

3. The Service

Reguard AI helps your team complete security and supplier due-diligence questionnaires. You upload questionnaires in XLSX format; the Service classifies questions and drafts answers using your organisation profile and answer bank; your Users review, edit and approve those answers; and you export the completed questionnaire.

The Service uses third-party artificial intelligence models, currently provided by Anthropic PBC, to generate Output. The subprocessors we use are listed on our Subprocessors page.

We may improve, change or withdraw features of the Service from time to time. We will not make changes that materially reduce the core functionality of a Subscription you have already paid for during its current term without giving you reasonable notice.

4. AI-generated output and your responsibility for answers

Output is a draft produced automatically. AI models can produce answers that are inaccurate, incomplete, out of date or that overstate your organisation's controls. You are responsible for:

• reviewing every answer before it is exported or submitted;
• ensuring that any answer you submit to a third party is accurate and truthful; and
• keeping your organisation profile and answer bank accurate and up to date, since Output is only as good as the information it draws on.

We do not give legal, compliance, security or audit advice, and Output is not a substitute for professional advice. We are not responsible for any decision made by you or by the recipient of a questionnaire on the basis of Output.

5. Accounts and Users

• You must provide accurate account information and keep it up to date.
• You decide who your Users are and what role they hold (Admin, Standard or Read Only). You are responsible for your Users' actions in the Service as if they were your own.
• Users must keep their login credentials and multi-factor authentication devices secure and must not share accounts.
• You must tell us promptly at [CONTACT EMAIL] if you become aware of any unauthorised access to your account.

6. Acceptable use

You must not, and must ensure your Users do not:

• use the Service in breach of any law or regulation, or to infringe anyone's rights;
• upload content you do not have the right to use, or content that is malicious, unlawful or contains malware;
• upload special category personal data, payment card data or other highly sensitive data that is not needed to complete a questionnaire;
• attempt to gain unauthorised access to the Service, other customers' data or our systems, or interfere with the Service's security or operation;
• reverse engineer, copy or resell the Service, or use it to build a competing product;
• use automated means to access the Service other than through features we provide; or
• use the Service in a way that breaches the usage policies of our AI model provider, as notified to you.

We may suspend access to the Service if we reasonably believe you are in breach of this section or that suspension is needed to protect the Service, our other customers or third parties. Where reasonably practicable we will tell you first and give you a chance to remedy the issue.

7. Customer Content and ownership

You retain all rights in your Customer Content. As between you and us, you own the Output generated for you, to the extent permitted by law.

You grant us a limited licence to host, process, transmit and display Customer Content only as needed to provide, secure and support the Service for you, and as described in the DPA. We do not use Customer Content to train AI models, and we do not sell it.

We own the Service and all intellectual property in it. If you give us feedback or suggestions, we may use them without obligation to you.

8. Data protection and security

When we process personal data contained in Customer Content, you are the controller and we are your processor. The Data Processing Addendum applies to that processing. We apply the technical and organisational measures described in the DPA, including encryption of Customer Content in transit and at rest, multi-factor authentication and role-based access controls.

9. Fees and payment

You agree to pay the fees for your Subscription as set out on our pricing page or in your order form. Payments will be processed by [PAYMENT PROVIDER: TBC]. Unless stated otherwise:

• fees are payable in advance for each billing period;
• fees are stated exclusive of VAT and other applicable taxes;
• fees are non-refundable except where these Terms or the law say otherwise; and
• Subscriptions renew automatically for the same period unless cancelled before the end of the current term.

We may change our fees with at least [FEE CHANGE NOTICE PERIOD] notice; changes take effect from your next renewal. If an invoice is unpaid [LATE PAYMENT PERIOD] after its due date we may suspend the Service after giving you notice.

10. Trials and free plans

If we provide the Service on a trial or free basis, it is provided “as is”, may be limited or withdrawn at any time, and sections 12 and 13 apply with the modifications that we give no warranty for it and our total liability for it is limited to [TRIAL LIABILITY CAP].

11. Confidentiality

Each party will keep the other's confidential information confidential, use it only to perform or exercise its rights under these Terms, and disclose it only to its personnel and advisers who need to know it and are bound by equivalent obligations, or where required by law. Customer Content is your confidential information. These obligations do not apply to information that is or becomes public other than through a breach, was already lawfully known to the recipient, or is independently developed.

12. Warranties

We will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, the Service and Output are provided without any other warranties, conditions or representations, whether express or implied, to the fullest extent permitted by law. In particular, we do not warrant that Output will be accurate or complete, or that the Service will be uninterrupted or error-free.

13. Limitation of liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

Subject to that:

• neither party is liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss;
• we are not liable for any loss arising from your reliance on Output that you did not review, or from answers you submitted to a third party; and
• each party's total liability arising out of or in connection with these Terms in any 12-month period is limited to [LIABILITY CAP: e.g. the fees paid or payable by you in the 12 months before the event giving rise to the claim].

14. Indemnity

You will indemnify us against third-party claims arising from Customer Content you upload in breach of these Terms or from your use of the Service in breach of section 6. [INDEMNITY SCOPE: TO CONFIRM WITH LEGAL REVIEW]

15. Term, cancellation and termination

• These Terms apply from when you first use the Service until your Subscription ends.
• You may cancel your Subscription at any time; cancellation takes effect at the end of your current billing period.
• Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within 30 days of notice, or becomes insolvent.

You can delete questionnaires and answers within the Service at any time. On termination you may export your data before your access ends; to have your whole organisation account and its data deleted, email [CONTACT EMAIL]. We will delete Customer Content in line with the DPA, within [DELETION PERIOD] of termination unless the law requires us to keep it.

16. Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will give account Admins at least [TERMS CHANGE NOTICE PERIOD] notice before it takes effect. If you do not agree to the change, you may cancel before it takes effect.

17. General

• Neither party is liable for delays or failures caused by events outside its reasonable control.
• You may not assign these Terms without our consent. We may assign them to a successor to our business on notice to you.
• These Terms, together with any order form and the DPA, are the entire agreement between the parties about the Service.
• If any provision is found unenforceable, the rest of these Terms remain in effect.
• No third party has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

18. Governing law and jurisdiction

These Terms and any dispute arising from them are governed by [GOVERNING LAW: England and Wales?], and the courts of [JURISDICTION: England and Wales?] have exclusive jurisdiction.

19. Contact

Questions about these Terms can be sent to [CONTACT EMAIL] or by post to [COMPANY NAME] Ltd, [REGISTERED ADDRESS].