Terms and Conditions

Parties: BONNARD LTD (company registered in England & Wales, company number 16386187, registered office: Flat 4 Great Mill Apartments, Whiston Road, London, E2 8GB) (“Provider”, “we”, “our”) and Customer (entity or individual ordering the Service) (“you”, “your”). By subscribing to or using the Service, you agree to these terms, our Privacy Policy, and our Data Processing Agreement.

1. Definitions & Interpretation

“Customer” means the individual or organisation that creates an account or workspace to access the Service, whether on a paid, free, or trial basis.

• “Service” means the software and services provided by us, including any hosted application, APIs, features, modules, updates, and associated support.
• “Customer Data” means all data, content, and information you upload or input into the Service.
• “Authorized Users” means your employees, contractors or permitted users that you designate to use the Service under your account.
• “Subscription Term” means the initial period for which you subscribe (monthly, annually, etc.), plus any renewal periods.
• “Fee” means the amount billed for your subscription, excluding VAT or relevant taxes.
• “Effective Date” means the date you first access or use the Service.

Interpretation: headings are for convenience only; “including” means “including without limitation”.

2. Subscription & Use

2.1 Grant

Subject to these Terms and your payment of Fees, we grant you a non-exclusive, non-transferable right to access and use the Service during the Subscription Term via Authorized Users, solely for your internal business purposes.

2.2 Usage Model

You will pay based on a credit allowance defined by your selected plan. Credits are consumed when the Service performs actions, generates insights, or sends reports. You agree not to exceed your credit allocation.

2.3 Restrictions

You shall not (nor allow others to):

• Reverse-engineer, decompile, disassemble the Service
• Circumvent or disable security features
• Use the Service in violation of law or third-party rights
• Excessively use or abuse resources (fair use only)
• Use the Service to build a competing product

2.4 Modifications & Updates

We reserve the right to modify, improve, or update the Service (including APIs, UIs). We'll provide reasonable notice for material changes that break backward compatibility.

3. Fees, Invoicing & Payment

3.1 Pricing

The applicable Fees are set out in your Order Form or Statement of Work. We may update pricing from time to time, and new rates will apply on renewal. All prices exclude VAT and applicable taxes.

3.2 Billing

Fees are billed in advance (monthly or annually), via Stripe or another payment provider. All amounts are exclusive of VAT or applicable sales tax.

3.3 Late Payment

If you fail to pay by the due date, we may suspend your access until payment is made. Interest may accrue on overdue amounts at 1.5% per month (or maximum lawful rate).

3.4 Refunds and Cancellations

You may cancel your subscription at any time through your account or by contacting support. Cancellation takes effect at the end of your current billing period. Payments already made are non-refundable, except where a refund is issued at our sole discretion.

4. Data Protection & GDPR

4.1 Compliance

We will act as a Processor of Customer Data (to the extent applicable) and comply with UK GDPR and the Data Protection Act 2018. You remain the Controller of Customer Data.

4.2 Data Processing Addendum (DPA)

We and you shall enter into a separate DPA which governs how we handle personal data, sub-processors, audit rights, security, deletion or return of data.

4.3 Sub-processors

We may use third-party service providers (sub-processors). Current list available in our Data Processing Agreement. We'll notify you of material changes and allow objection where required by law.

4.4 Data Retention & Deletion

Upon termination, we will, at your election, delete or export your Customer Data within 30 days, unless retention is required by law.

4.5 Data Processing Addendum

The Data Processing Agreement is incorporated by reference into these Terms. By using the Service, you agree to its terms without further signature.

5. Service Levels & Support

5.1 Service Commitment

We aim for 99.5% uptime. Scheduled maintenance windows will be notified in advance.

5.2 Support

Support is provided via email or Slack during business hours (9 am–5 pm UK time).

5.3 Downtime Credits

If uptime falls below 99% in a given calendar month, you may request a service credit equal to 10% of that month's subscription fee. Credits are your sole remedy for downtime and are not cash-refundable.

6. Intellectual Property

6.1 Provider IP

All rights, title and interest in the Service (software, documentation, algorithms) remain ours. You receive no ownership rights except the license to use as granted.

6.2 Customer Data & License

You retain ownership of all Customer Data. You grant us a limited, non-exclusive, royalty-free licence to process Customer Data solely to operate, maintain, and improve the Service. We will never sell Customer Data or use it for advertising.

7. Warranties & Disclaimers

7.1 Warranties

We warrant that the Service will not contain malicious code at the time of delivery.

7.2 Disclaimer

Except as expressly provided above, the Service is provided “as is” and we disclaim all other warranties, express or implied, including merchantability, fitness for purpose, or non-infringement.

8. Limitation of Liability & Indemnification

8.1 Caps & Exclusions

To the maximum extent permitted by law:

• Our liability is capped at the total Fees you paid in the 12 months preceding the claim
• We are not liable for indirect, consequential, special, punitive damages, or loss of profits

8.2 Indemnification by Provider

We will defend (at our cost) any third-party claim that the Service infringes a UK patent, copyright or trade secret, provided you give prompt notice and control over defense and settlement.

8.3 Indemnification by Customer

You indemnify us for claims arising from (i) your breach of these Terms; (ii) your misuse of the Service; (iii) your Customer Data infringing third-party rights.

8.4 AI-Generated Outputs

The Service may generate automated or AI-assisted outputs. These are provided for informational purposes only and should not be relied upon as factual, complete, or error-free. We do not accept any liability arising from your reliance on AI-generated content.

9. Term & Termination

9.1 Subscription Term

Your subscription begins on the date of your first payment and continues for the period selected. Subscriptions renew automatically unless cancelled.

9.2 Cancellation by Customer

You may cancel at any time through your account dashboard or by contacting support. Cancellation takes effect at the end of your current billing period. No refunds are provided for partial periods.

9.3 Termination by BONNARD LTD

We may suspend or terminate your access immediately if (a) payment fails after retries, (b) you breach these Terms, or (c) your use poses a risk to our systems or other users.

9.4 Effect of Termination

Upon termination:

• Your access will end at the close of your current billing period.
• We will retain your Customer Data for 30 days to allow export, after which it may be deleted.
• Sections relating to intellectual property, confidentiality, data protection, and limitation of liability shall survive.

10. Acceptable Use Policy

You agree not to use the Service to:

• Violate laws or third-party rights
• Upload malicious code or viruses
• Attempt to break, hack, or reverse-engineer
• Use the API to scrape or duplicate the Service
• Spam, bulk mail, or malicious automation

We may suspend or terminate your use for violations.

11. Governing Law, Disputes & Miscellaneous

11.1 Governing Law & Jurisdiction

These Terms are governed by the laws of England & Wales. You submit to exclusive jurisdiction of the courts of England & Wales.

11.2 Notices

Notices will be by email to designated addresses or via UI. Notice is effective on delivery.

11.3 Entire Agreement

These Terms (plus the DPA, order forms, and related documents) constitute the entire agreement, superseding prior agreements.

11.4 Assignment

You may not assign these rights without prior written consent. We may assign or subcontract.

11.5 Force Majeure

Neither party is liable for delays caused by events beyond their control.

11.6 Severability & Waiver

If a provision is unenforceable, it is severed, and remaining terms remain. Failure to enforce is not waiver.

11.7 Variation

We may update these Terms from time to time; changes effective on renewal. We'll notify you of major changes.