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Terms & Conditions

 

 

Terms & Conditions

Effective Date: May 2026

Executive Summary

The following constitutes a summary of the principal terms governing the use of the Rove Platform. This summary is provided for convenience only and shall not be construed as a substitute for the full Terms and Conditions set out below. In the event of any inconsistency between this summary and the substantive clauses, the substantive clauses shall prevail.

  • Business Use Only. The Rove Platform is intended exclusively for business-to-business use. By accessing the Platform, the Member confirms that they are acting in the course of their trade, business, craft, or profession and not as a consumer.
  • Membership and Credits. Rove operates as a freemium subscription-based platform with four tiers: Free, Pro, Max, and Enterprise. Each tier provides a monthly allocation of Rove Credits, redeemable for Market Scans or individual Modular Reports.
  • Credit Value. Each Credit has a base value of £2.00 (exclusive of VAT). Credit Bundles purchased as add-ons are discounted on a sliding scale by tier (Free: 0%; Pro: 5%; Max: 10%; Enterprise: 15%+).
  • Modular Reports. Members may redeem Credits against either a comprehensive Market Scan or against any single Modular Report (Market Intelligence, Legal & Regulatory, Supply Chain Mapping, Customer Profiling, or Social Listening). Credit costs vary by report type.
  • Go-to-Market Strategy. Purchase of a comprehensive Market Scan (“The Full Picture”) triggers the generation of a Go-to-Market Strategy as an included component. The Go-to-Market Strategy is not available retrospectively, nor is it triggered by the purchase of individual Modular Reports.
  • Credit Expiry. Unused Free-tier Credits roll over each calendar month. Free and Paid Credits (whether allocated as part of a Pro, Max, or Enterprise subscription, or purchased as a Credit Bundle) expire twelve (12) months from the date of allocation or purchase.
  • Forfeiture on Cancellation. Upon cancellation of a paid subscription, unused subscription Credits shall be forfeited at the conclusion of the final paid billing period. Credit Bundle credits purchased separately shall continue to expire on their original twelve-month timeline.
  • Subscription Pause. Members may pause their subscription for up to three (3) consecutive months, retaining access to unused Add-on Credit Bundle Credits while suspending new Credit allocations and billing.
  • Intellectual Property. The Member retains ownership of all product data uploaded to the Platform. Rove Global Limited retains all right, title, and interest in its proprietary market intelligence and analytical outputs. The Member may not redistribute, resell, or use Rove data for the purposes of training competing artificial intelligence models.
  • Beta Services. The Company may designate certain features as Beta Services. Beta Services are provided without warranty, may be modified or discontinued at any time, and are excluded from the Company’s standard support and liability commitments.
  • Service Availability. The Company shall use reasonable endeavours to maintain Platform availability, subject to scheduled maintenance windows and matters outside the Company’s reasonable control.
  • Liability. Rove’s total aggregate liability is capped at the total subscription fees paid by the Member in the twelve (12) months immediately preceding the event giving rise to the claim. Rove accepts no liability for commercial decisions made by the Member on the basis of Platform outputs.
  • Disclaimer. Rove provides intelligence to inform commercial decision-making. The final commercial decision, and all associated commercial risk, rests solely with the Member.

1. Definitions and Interpretation

In these Terms, unless the context otherwise requires, the following capitalised terms shall have the meanings set out below:

  • “Add-on Credit Bundle” means a bundle of Credits purchased by the Member separately from their subscription allocation, as described in Clause 4.6.
  • “Beta Services” means any feature, tool, module, or functionality of the Platform designated by the Company as beta, preview, experimental, early access, or similar, as described in Clause 13.
  • “Billing Currency” means the currency in which the Member is invoiced, as described in Clause 3.6.
  • “Company” means Rove Global Limited, a company incorporated under the laws of England and Wales (also referred to as “Rove”, “we”, or “our”).
  • “Credit” means the unit of currency within the Rove Platform, as described in Clause 4.1.
  • “Customer Success Session” means a session with a Rove specialist available to eligible Members, as described in Clause 6.
  • “Member” means any person or entity that registers for an account on the Platform (also referred to as “you” or “your”).
  • “Member Data” means any product data, brand information, or other proprietary content uploaded by the Member to the Platform, as described in Clause 7.1.
  • “Membership Tier” means any of the four subscription tiers offered by the Company: Free, Pro, Max, and Enterprise.
  • “Market Scan” means a comprehensive end-to-end market analysis (also referred to as “The Full Picture”), as described in Clause 4.2.
  • “Modular Report” means an individual report covering a single component of the Market Scan, as described in Clause 4.3.
  • “Platform” means the Rove web-based software-as-a-service platform accessible at https://www.go-rove.com and any associated applications.
  • “Pricing Page” means the page at https://www.go-rove.com/pricing (or such successor URL as the Company may designate) setting out current tier pricing, Credit allocations, and Bundle pricing.
  • “Rove Data” means all market intelligence, analytical outputs, reports, and data generated by or through the Platform, as described in Clause 7.2.
  • “Seat” means an individual named user login authorised to access the Platform under a Member’s account.
  • “Terms” means these Terms and Conditions, as amended from time to time in accordance with Clause 14.7.
  • “User” means any individual who accesses the Platform using a Seat under the Member’s account.

References to Clauses are to clauses of these Terms. Words in the singular include the plural and vice versa. Headings are for convenience only and shall not affect interpretation.

2. The Membership Model

2.1 Business Use Only

The Platform is intended exclusively for business-to-business use. By registering for an account or accessing the Platform, the Member represents and warrants that they are acting in the course of their trade, business, craft, or profession and not as a consumer within the meaning of the Consumer Rights Act 2015 or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. The Company reserves the right to refuse or terminate any account which it reasonably believes is being used for personal, non-business purposes.

2.2 Platform Licence

The Company operates a freemium subscription-based Platform. Access to the Platform is structured across four Membership Tiers: Free, Pro, Max, and Enterprise. Each Membership Tier entitles the Member to a non-exclusive, non-transferable, revocable licence to access and use the Platform and to receive a monthly allocation of Credits, subject to these Terms.

These Terms constitute a legally binding agreement between the Member and the Company. By accessing or using the Platform, the Member agrees to be bound by these Terms in their entirety.

3. Subscription Tiers and Billing

3.1 Tier Descriptions

The current Membership Tiers and their associated monthly Credit allocations and Seat allowances are as set out on the Pricing Page and summarised below. The Company reserves the right to amend tier inclusions, pricing, Seat allowances, and Credit allocations from time to time in accordance with Clause 14 (General Provisions).

  • Free Tier. £0 per month. Fifteen (15) Credits per calendar month. One (1) Seat. Free-tier Credits roll over each calendar month and expire after 12 months.
  • Pro Tier. The published monthly fee as set out on the Pricing Page. One hundred and fifty (150) Credits per month. Up to three (3) Seats included; additional Seats available at the per-Seat price published on the Pricing Page. Includes a five per cent (5%) discount on Add-on Credit Bundle purchases.
  • Max Tier. The published monthly fee as set out on the Pricing Page. Five hundred (500) Credits per month. Up to ten (10) Seats included; additional Seats available at the per-Seat price published on the Pricing Page. Includes a ten per cent (10%) discount on Add-on Credit Bundle purchases.
  • Enterprise Tier. Custom pricing, Credit allocation, and Seat allowance, agreed bilaterally between the Member and the Company under a separate written order form. Discounts on Add-on Credit Bundles of fifteen per cent (15%) or greater apply, as agreed in the order form.

Each Seat must be assigned to a named individual. Seats may not be shared between individuals concurrently. The Member may reassign a Seat to a different named individual no more than once per calendar month. The Credit allocation is shared across all Seats within a Member’s account.

3.2 Billing Cycles

Membership subscriptions shall be billed either monthly or annually in advance. Annual subscriptions attract a discount of approximately eighteen per cent (18%) relative to the equivalent monthly subscription, as reflected on the Pricing Page current at the date of subscription.

3.3 Upgrades and Downgrades

The Member may upgrade their Membership Tier at any time. Upon upgrade, the pro-rata difference in fees shall become immediately due and payable, and the Member shall receive the additional Credit allocation and Seat allowance for the remainder of the current billing period. Downgrades shall take effect at the conclusion of the current billing cycle; the Member’s Credit allocation and Seat allowance shall reduce to the new tier’s allocation from the start of the next billing cycle. Where a downgrade would result in more active Seats than the new tier permits, the Member must deactivate excess Seats before the downgrade takes effect.

3.4 Payment

All fees quoted are exclusive of Value Added Tax (“VAT”), which shall be charged at the prevailing rate where applicable. Failure by the Member to remit payment within seven (7) days of the date of invoice shall result in the immediate suspension of the Member’s access to the Platform and the utility of all Credits, including both subscription Credits and any unused Add-on Credit Bundle Credits held on the Member’s account. Suspended Credits shall not expire during the period of suspension but shall not be available for redemption until the outstanding balance has been settled in full.

3.5 Late Payment

Without prejudice to any other rights or remedies available to the Company, the Company reserves the right to charge interest on overdue amounts at the rate of four per cent (4%) per annum above the base rate of the Bank of England from time to time.

3.6 International Billing and Currency

All prices published on the Platform and the Pricing Page are denominated in pounds sterling (£, GBP). Members located outside the United Kingdom may elect, where the option is made available by the Company, to be invoiced in an alternative Billing Currency (such as US dollars or euros) at the exchange rate determined by the Company at the point of purchase or subscription renewal. The Company reserves the right to adjust exchange rates from time to time to reflect prevailing market conditions.

Where a Member is established outside the United Kingdom and is registered for VAT (or the local equivalent) in their country of establishment, UK VAT shall not be charged on the supply, and the Member shall be responsible for accounting for any applicable tax under the reverse-charge mechanism or equivalent provisions of the jurisdiction in which the Member is established. The Member shall provide the Company with a valid VAT registration number (or equivalent tax identification number) upon request. Where no valid number is provided, the Company reserves the right to charge UK VAT at the prevailing rate.

4. The Rove Credit System

4.1 Credit Value

A Credit constitutes the unit of currency within the Platform. The base value of one (1) Credit is £2.00 exclusive of VAT, save where Add-on Credit Bundle pricing or Membership Tier discounts apply. Credits hold no monetary value outside of the Platform, are non-refundable, and are non-transferable.

4.2 Credit Utility — Market Scans

The Member may redeem Credits against a comprehensive Market Scan (“The Full Picture”), which provides an end-to-end market analysis covering Market Intelligence, Legal & Regulatory, Supply Chain Mapping, Customer Profiling, and Social Listening for one specified territory. The Credit cost of a Market Scan is one hundred (100) Credits, subject to revision as set out on the Platform from time to time.

Purchase of a comprehensive Market Scan shall additionally trigger the generation of a Go-to-Market Strategy as an included component of The Full Picture at no additional Credit cost. The Go-to-Market Strategy is generated only at the point of purchase of a comprehensive Market Scan and is not available retrospectively. The Go-to-Market Strategy is not triggered by the purchase of individual Modular Reports under Clause 4.3, nor by any combination of individual Modular Reports.

4.3 Credit Utility — Modular Reports

The Member may alternatively redeem Credits against a single Modular Report. Each Modular Report covers a defined component of the comprehensive Market Scan and is priced individually in Credits, as published on the Platform from time to time. The current Modular Report pricing is as follows:

  • Market Intelligence: 55 Credits
  • Legal & Regulatory: 25 Credits
  • Supply Chain Mapping: 25 Credits
  • Customer Profiling: 12 Credits
  • Social Listening: 8 Credits

4.4 Credit Allocation, Roll-over and Expiry

The treatment of Credits shall vary according to their source as follows:

  • Free-tier Credits. The fifteen (15) Credits allocated each calendar month to Free-tier Members are intended for trial and exploratory use of the Platform. Unused Credits roll over to the following month and accumulate for up to twelve (12) months from the date of allocation, after which any remaining unused Credits shall expire.
  • Subscription Credits (Pro, Max, and Enterprise). Credits allocated as part of a paid subscription expire twelve (12) months from the date of their allocation. Unused subscription Credits roll over from one billing period to the next, subject to this twelve-month expiry and to the Member’s subscription remaining active and in good standing.
  • Add-on Credit Bundle Credits. Credits purchased separately as part of an Add-on Credit Bundle expire twelve (12) months from the date of purchase, irrespective of the Member’s subscription status. Add-on Credit Bundle Credits shall continue to be available for redemption following cancellation of a paid subscription until their original expiry date.

4.5 Forfeiture on Cancellation

Upon cancellation of a paid subscription by the Member, all unused subscription Credits shall be forfeited at the conclusion of the final paid billing period. Add-on Credit Bundle Credits shall not be forfeited on cancellation and shall remain available for redemption until their original twelve-month expiry date. Credits forfeited under this Clause have no cash value and are not refundable.

4.6 Credit Bundles

Members may purchase additional Credits in the form of Add-on Credit Bundles at any time, irrespective of Membership Tier. Add-on Credit Bundles are available in the following sizes, with per-Credit pricing as published on the Pricing Page from time to time and subject to tier-based discount. The per-Credit price and tier discount are the same regardless of whether the Member is on a monthly or annual billing cycle; however, the Member’s active Membership Tier (which determines the applicable discount) must be current and in good standing at the moment of purchase. The annual billing discount described in Clause 3.2 applies to subscription fees only and does not apply to Add-on Credit Bundle purchases.

Bundle Size £ / Credit Free (0%) Pro (5%) Max (10%) Enterprise (15%+)
100 £2.00 £200 £190 £180 By agreement
250 £1.90 £475 £451 £428 By agreement
500 £1.80 £900 £855 £810 By agreement
1,000 £1.70 £1,700 £1,615 £1,530 By agreement
5,000 £1.50 £7,500 £7,125 £6,750 By agreement

All bundle pricing is exclusive of VAT and denominated in pounds sterling. The discount applicable to a Member’s Bundle purchase shall be determined by the Member’s active Membership Tier at the moment of purchase. Discounts are not retroactive.

5. Service Level Agreements and Support

5.1 Service Availability

The Company shall use reasonable endeavours to make the Platform available twenty-four (24) hours a day, seven (7) days a week, save for:

  • planned maintenance, which the Company shall endeavour to schedule outside UK business hours (09:00–18:00 GMT/BST, Monday to Friday) and of which the Company shall provide reasonable advance notice via the Platform or electronic mail where practicable;
  • emergency maintenance required to address security vulnerabilities or critical system failures, which may be carried out without prior notice;
  • any downtime arising from circumstances beyond the Company’s reasonable control, including but not limited to failures of third-party hosting infrastructure, internet service providers, or upstream data providers.

The availability commitment set out in this Clause 5.1 is a target only and does not constitute a warranty or guarantee. The Company shall not be liable for any loss arising from Platform unavailability. Enterprise Tier Members may negotiate a separate, binding Service Level Agreement with specific uptime commitments and remedies as part of their order form.

5.2 Support

The Company shall provide support services to Members in accordance with their Membership Tier, as set out below.

  • Free Tier: Documentation and self-service resources only. No direct support guarantee.
  • Pro Tier: Support via electronic mail (response target: 24 hours) and in-application chat (response target: 4 hours).
  • Max Tier: Priority support via electronic mail and in-application chat (response target: 2 hours during UK business hours), plus a named Customer Success Manager.
  • Enterprise Tier: Bespoke support arrangement under a separately agreed Service Level Agreement, as set out in the Member’s order form.

Response times set out above are indicative targets and do not constitute a warranty or guarantee. The Company shall use reasonable endeavours to meet the stated response times but shall not be liable for any failure to do so.

6. Onboarding and Customer Success

Pro, Max and Enterprise Tier Members may be eligible to book Customer Success Sessions with Rove specialists. The number of Customer Success Sessions included per membership year is as follows:

  • Pro Tier: Three (3) Customer Success Sessions per membership year.
  • Max Tier: Six (6) Customer Success Sessions per membership year.
  • Enterprise Tier: As set out in the Member’s order form.

Customer Success Sessions must be booked and utilised within the membership year in which they are allocated and shall not roll over to any subsequent period.

Where the Member fails to attend a scheduled session, or cancels a session with less than twenty-four (24) hours’ prior written notice, such session shall be deemed to have been used and shall be deducted from the Member’s allocation accordingly.

For the avoidance of doubt, Customer Success Sessions are intended to assist the Member in navigating the Platform and interpreting its outputs. Customer Success Sessions do not constitute professional, legal, financial, tax, or regulatory advice of any nature, and the disclaimers set out in Clause 9 (Disclaimer of Professional Advice and Accuracy) apply equally to any guidance provided during Customer Success Sessions.

7. Data Integrity and Intellectual Property

7.1 Member Data

The Member retains all right, title, and interest in any product data, brand information, or other proprietary content uploaded by the Member to the Platform (“Member Data”). The Member grants the Company a limited, non-exclusive licence to process Member Data solely for the purposes of providing the Platform services to the Member.

7.2 Rove Data

All market intelligence, analytical outputs, reports, and data generated by or through the Platform (“Rove Data”) are the exclusive proprietary property of the Company. The Member is granted a limited, non-exclusive, non-transferable licence to use Rove Data solely for the Member’s internal business purposes. The redistribution, resale, sublicensing, or use of Rove Data for the purposes of training, developing, or improving any competing artificial intelligence model or product is strictly prohibited and shall constitute a material breach of these Terms, resulting in immediate termination of the Member’s account without refund.

7.3 Marketing Purposes

In relation to any Content which the Customer or any User does upload in accordance with this clause, or any Intellectual Property Rights owned by the Customer which is required to be used by the Company in the delivery of the Services, the Customer and the User hereby grant to the Company a worldwide, non-exclusive, perpetual and royalty-free licence to use such content or Intellectual Property Rights in the provision of Services on the Website and for the Company’s own marketing purposes including but not limited to use of the same on the Website, earnings release and calls and promotional activity.

Without limiting the generality of the foregoing, the Member acknowledges and agrees that the Company may reproduce the Member’s name, trading name, logos, and trademarks on the Company’s website, in marketing materials, in case studies, on social media channels, in investor presentations, and in client lists for the purpose of identifying the Member as a user of the Platform. The Member may withdraw this consent by providing written notice to the Company, whereupon the Company shall remove the Member’s branding from its marketing materials within thirty (30) days of receipt of such notice.

8. Cancellation and Termination

8.1 Method of Cancellation

The Member may cancel their paid subscription at any time by contacting the Rove Customer team via electronic mail at the address published on the Platform. Free-tier Members may discontinue use of the Platform at any time without formal cancellation.

8.2 Notice Period

Cancellation requests for paid subscriptions must be received no fewer than twenty eight (28) days prior to the next scheduled billing date. Failure to provide adequate notice may result in the Member being charged for the subsequent billing period.

8.3 Effect of Cancellation

Upon cancellation, the Member shall retain full access to the Platform and to all Credits until the conclusion of the current paid billing period. At the conclusion of that billing period:

  • All unused subscription Credits shall be forfeited.
  • Any unused Add-on Credit Bundle Credits shall remain available for redemption until their original twelve-month expiry date, accessible via continued login under a downgraded Free-tier account.
  • The Member’s Membership Tier shall revert to the Free Tier, with the corresponding fifteen (15) Credit monthly allocation, unless the Member elects to close their account entirely.

8.4 Subscription Pause

As an alternative to cancellation, Members on a paid subscription may request to pause their subscription for a period of one (1), two (2), or three (3) consecutive calendar months by contacting the Rove Customer team. Pause requests must be received no fewer than twenty eight (28) days prior to the next scheduled billing date. During the pause period:

  • No subscription fees shall be charged and no new subscription Credits shall be allocated.
  • The Member shall retain access to the Platform under a temporary Free-tier account with the corresponding fifteen (15) Credit monthly allocation.
  • Any unused Add-on Credit Bundle Credits shall remain available for redemption and shall continue to expire on their original twelve-month timeline.
  • Any unused subscription Credits held at the commencement of the pause period shall be forfeited.
  • The Member’s tier-based discount on Add-on Credit Bundle purchases shall not apply during the pause period.

At the conclusion of the pause period, the Member’s paid subscription shall automatically resume at the same Membership Tier and billing cycle, and the Member shall be charged accordingly. A Member may pause their subscription no more than once in any twelve (12) month period. If the Member does not wish to resume, they must cancel their subscription in accordance with Clause 8.1 before the pause period concludes.

8.5 No Refunds

The Company does not provide pro-rata refunds for any partial billing period or for any unused Credits remaining at the time of cancellation. Add-on Credit Bundles, once purchased, are non-refundable.

8.6 Termination by the Company

The Company reserves the right to terminate the Member’s account immediately and without prior notice in the event of a material breach of these Terms by the Member. In such circumstances, no refund shall be payable, and all Credits (whether subscription Credits or Add-on Credit Bundle Credits) shall be forfeited.

8.7 Cooling-Off Period

The Company notes that the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 provide a fourteen-day cancellation right for consumer contracts for digital services. As set out in Clause 2.1, the Platform is intended exclusively for business use, and Members represent that they are acting in a business capacity. Accordingly, the said Regulations do not apply to agreements entered into under these Terms.

Notwithstanding the foregoing, and without prejudice to the Company’s position that these Terms constitute a business-to-business contract, in the event that any Member is deemed to be a consumer for the purposes of the said Regulations, the Member expressly requests that performance of the digital service begins immediately upon accessing the Platform and redeeming any Credits or generating any report or output, and acknowledges that, by doing so, the Member loses the right of cancellation under the said Regulations. This waiver shall be confirmed at the point of subscription or Credit Bundle purchase.

8.8 Account Archive

Following cancellation or termination, the Company shall archive the data held within the Member’s account for a period of twelve (12) months, after which such data may be permanently deleted. During the archive period, the Member may reactivate their account by contacting the Rove Customer team.

9. Disclaimer of Professional Advice and Accuracy

9.1 “As-Is” Basis

All data, Market Scans, Modular Reports, regulatory insights, strategic recommendations, and other information provided through the Platform are furnished for informational purposes only. Whilst the Company utilises proprietary artificial intelligence and validated data sources to endeavour to ensure high levels of accuracy, the Platform and its content are provided on an “as-is” and “as-available” basis, without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.2 No Professional Advice

Rove is a technology platform and does not purport to provide legal, financial, tax, or regulatory advice. The outputs of the Platform, including all Modular Reports, Market Scans, and Go-to-Market Strategies, do not constitute professional advice of any nature. Any guidance provided during Customer Success Sessions (as described in Clause 6) is similarly provided for informational and navigational purposes only and does not constitute professional advice. All decisions made by the Member regarding international expansion, product listings, regulatory compliance, market entry, pricing, or any other commercial matter are made solely at the Member’s own risk.

9.3 No Right of Revision or Refund for Output Inaccuracy

The Member acknowledges that the outputs of the Platform are generated algorithmically from a range of data sources, including third-party data, and may contain errors, omissions, or out-of-date information. The Member is not entitled to revisions of any Modular Report or Market Scan once delivered, nor to any refund of Credits or fees on the basis that the output is perceived to be inaccurate, incomplete, or unfit for the Member’s purpose. The Member’s sole remedy in respect of output quality is to provide feedback to the Customer team for consideration in future Platform improvements.

9.4 Member’s Responsibility for Verification

The Member acknowledges and accepts that market conditions, local laws, and import/export regulations are subject to rapid and unpredictable change. The Member is solely responsible for:

  • verifying the accuracy and completeness of Rove Data with appropriately qualified local legal or regulatory counsel prior to committing significant capital or resources;
  • conducting independent due diligence on any retail or distribution partners identified via the Platform; and
  • ensuring compliance with all applicable laws and regulations in any territory in which the Member operates.

9.5 No Guarantee of Outcomes

The Company does not warrant or guarantee any specific business outcome, including but not limited to: successful retail listings, a specified volume of sales, market penetration, or the absence of regulatory challenges in any given territory.

10. Limitation of Liability

To the fullest extent permitted by applicable law, the Company shall not be held liable for any indirect, incidental, consequential, special, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, loss of anticipated savings, loss of business opportunity, or business interruption, howsoever arising, whether in contract, tort (including negligence), strict liability, or otherwise, arising out of or in connection with the Member’s use of or inability to use the Platform.

Without limitation to the foregoing, the Company accepts no liability for any commercial decision made by the Member, or any consequence thereof, including but not limited to decisions regarding market entry, product pricing, supplier selection, distribution arrangements, or capital deployment, whether or not such decision was informed in whole or in part by Platform outputs.

The Company’s total aggregate liability to the Member in respect of any and all claims arising under or in connection with these Terms shall not exceed the total subscription fees paid by the Member to the Company in the twelve (12) months immediately preceding the event giving rise to such liability. For the avoidance of doubt, where the Member is on the Free Tier and has paid no subscription fees, the Company’s aggregate liability shall be limited to the amount paid for any Add-on Credit Bundles purchased by the Member in the same twelve-month period, or, where no such purchases have been made, to one hundred pounds (£100).

Nothing in these Terms shall exclude or limit the Company’s liability for death or personal injury caused by the Company’s negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by applicable law.

11. Acceptable Use Policy

The Member agrees to use the Platform solely for lawful purposes and in accordance with these Terms. The following conduct is strictly prohibited:

  • any attempt to reverse-engineer, decompile, or disassemble any aspect of the Platform;
  • scraping, harvesting, or otherwise extracting data from the Platform by automated means;
  • creating multiple Free-tier accounts in order to circumvent the monthly Credit allocation limit;
  • sharing login credentials across multiple corporate entities, permitting access to the Platform by unauthorised third parties, or allowing any individual other than the named Seat holder to access the Platform using that Seat;
  • using the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use of the Platform; and
  • any other conduct which, in the Company’s sole and reasonable discretion, constitutes an attempt to circumvent, exploit, or abuse the Platform.

Any breach of this Clause 11 shall constitute a material breach of these Terms and shall entitle the Company to terminate the Member’s account immediately without refund and to forfeit all Credits held by the Member at the time of termination.

12. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

13. Beta Services

The Company may from time to time designate certain features, tools, modules, or functionality of the Platform as “Beta Services”, “Preview”, “Early Access”, “Experimental”, or similar (collectively, “Beta Services”). Beta Services are made available to Members for evaluation and feedback purposes and are subject to the following additional terms:

  • Beta Services are provided on an “as-is” and “as-available” basis, without any warranty or representation of any kind, whether express or implied. The disclaimers and limitations of liability set out in Clauses 9 and 10 apply to Beta Services with full force.
  • The Company may modify, suspend, or discontinue any Beta Service at any time, without prior notice and without liability to the Member.
  • Beta Services may contain errors, bugs, or inaccuracies, and may not perform at the level of generally available Platform features. The Member uses Beta Services entirely at their own risk.
  • The Company’s standard support commitments (Clause 5.2) and service availability targets (Clause 5.1) do not apply to Beta Services unless expressly stated otherwise.
  • The Company may, at its sole discretion, limit the availability of Beta Services to certain Membership Tiers or to Members who have opted in to a beta programme.
  • Any feedback, suggestions, or ideas provided by the Member in relation to Beta Services shall become the property of the Company and may be used without restriction or compensation.

Beta Services shall be clearly identified as such within the Platform interface. The Member’s continued use of a Beta Service following any modification shall constitute acceptance of such modification.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Pricing Page and any order form executed between the parties, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations, whether written or oral, relating to the subject matter hereof.

14.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the remaining provisions, which shall continue in full force and effect.

14.3 Waiver

No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.

14.4 Assignment

The Member shall not assign, transfer, or delegate any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign these Terms in whole or in part without the Member’s consent.

14.5 Third Party Rights

These Terms do not confer any rights on any person or party other than the parties to these Terms and, where applicable, their successors and permitted assigns, pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.6 Notices

All notices required or permitted to be given under these Terms shall be in writing and shall be deemed duly given if sent by electronic mail to the address registered with the Member’s account or to such other address as the relevant party may designate in writing from time to time.

14.7 Amendments

The Company reserves the right to amend these Terms at any time. The Member shall be notified of any material amendments by electronic mail or through the Platform not less than thirty (30) days prior to the amendments taking effect. Continued use of the Platform following such notification shall constitute the Member’s acceptance of the amended Terms.