Terms of Service

1. Introduction

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("you", "your", "Customer", "User") and Elevyn Technology Group Limited, company number 16954601 ("we", "us", "our", "Elevyn", or the "Company"), governing your access to and use of the Regulyn platform and related services ("Regulyn", the "Service", or the "Platform").

By creating an Account, accessing or using the Service, you acknowledge that you have read, understood and agree to be bound by these Terms.

If you use the Service on behalf of an organisation, you represent and warrant that you have authority to bind that organisation. In that case, "you" and "Customer" refer to that organisation.

The Service is available only for business and professional use. You may not use the Service as a consumer acting wholly or mainly outside your trade, business, craft or profession.

These Terms apply to all users of the Service, including free trial users, paid subscribers and enterprise customers.

Where we make a Data Processing Schedule, order form, statement of work, service level agreement or plan-specific terms available, those documents form part of this Agreement. If there is a conflict, the order of precedence is:

1. an expressly agreed order form or statement of work;
2. an expressly agreed service level agreement;
3. the Data Processing Schedule, for matters concerning processing of personal data;
4. these Terms; and
5. other referenced policies, unless expressly stated otherwise.

2. Definitions

In these Terms:

• "Account" means your registered account on the Regulyn platform.
• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Automated Output" means any text, analysis, assessment, recommendation, suggestion, redraft, validation result, document or other output produced or assisted by artificial intelligence or automated processing within the Service.
• "Automated Processing" means artificial intelligence, rules-based processing, automated analysis, validation, classification, quality assurance or other automated techniques used in connection with the Service.
• "Content" means all text, data, information, documents and materials that you upload, submit, create, import, store or save using the Service, including content incorporated into your Handbook or HR documents.
• "Generation Operation" means a metered request or operation within the Service that uses computational resources to generate, analyse, assess, validate, transform or otherwise process Content or produce Automated Output. The exact operations counted for a plan may be described in the applicable plan or usage information.
• "Handbook" means an employee handbook or collection of HR policies created or managed using the Service.
• "Organisation" means the business entity bound by these Terms, together with its Affiliates and any related Accounts treated as part of the same organisation under these Terms.
• "Renewal Date" means the first day of each successive Subscription Term following the initial Subscription Term.
• "Service" means the Regulyn platform, including its website, software, APIs, features, tools, integrations and related services provided by Elevyn.
• "Subscription" means a paid plan granting access to the Service for a Subscription Term.
• "Subscription Term" means the monthly, annual or other agreed period for which you subscribe.
• "User" means an individual authorised to access or use the Service through your Account.

3. Account Terms

3.1 Eligibility

To use the Service, you must:

• be at least 18 years old;
• have legal capacity and authority to enter into this Agreement;
• use the Service for business or professional purposes;
• not be prohibited from using the Service under applicable law; and
• provide accurate and complete registration information.

3.2 Account Registration

To access most features, you must create an Account.

You agree to:

• provide accurate, current and complete information;
• maintain and promptly update Account information;
• maintain the security of Account credentials;
• accept responsibility for activity carried out through your Account or by authorised Users; and
• notify us without undue delay if you become aware of unauthorised access or use.

3.3 Account Security

You are responsible for maintaining the confidentiality of login credentials and for ensuring that Users follow appropriate security practices.

You must not share credentials between individuals or permit any person outside your Organisation to access the Service except where your plan or an integration expressly permits it.

You should use multi-factor authentication where available.

We are not responsible for losses caused by your failure to maintain reasonable Account security, except to the extent that the loss was caused by our breach of this Agreement or applicable law.

3.4 Organisation Accounts

Unless we agree otherwise in writing, each Organisation should maintain a single primary customer relationship with Regulyn.

You must not create or use multiple Accounts for the purpose of:

• multiplying usage allowances;
• circumventing metering or rate limits;
• obtaining repeated free trials;
• avoiding applicable fees; or
• bypassing restrictions associated with a plan.

For these purposes, we may reasonably treat Accounts sharing a common business domain, billing entity, payment method, controlling person or substantially common ownership as belonging to the same Organisation.

4. Service Description

4.1 What Regulyn Provides

Regulyn is an HR compliance, employee handbook and HR-document platform designed for businesses.

Depending on your plan, the Service may include:

• handbook creation and management;
• policy and document analysis;
• compliance-support features;
• assisted policy redrafting;
• gap analysis;
• HR document generation;
• handbook and policy question-and-answer functionality;
• automated quality, consistency and validation features;
• organisation-specific configuration;
• export functionality;
• version control and audit records;
• APIs and integrations; and
• related workflow and administration features.

Features may evolve over time. The specific features and usage allowances available to you depend on your plan and any applicable order form.

4.2 What Regulyn Does Not Provide

Regulyn is a technology service. It is not a law firm and does not provide legal representation.

Information, recommendations and Automated Output provided by the Service are intended to support users in preparing and managing HR policies and documents. They do not replace professional judgement or legal advice where legal advice is required.

You are responsible for:

• reviewing Automated Output before use;
• deciding whether generated or suggested content is appropriate for your Organisation;
• obtaining professional advice where appropriate;
• implementing policies correctly within your Organisation; and
• ensuring that your final decisions and practices comply with applicable law.

We do not guarantee that use of the Service will, by itself, make your Organisation compliant with any law, regulation, code or contractual requirement.

5. Free Trials and Evaluation Access

5.1 Trial Availability

We may offer free trials or other evaluation access to new Organisations.

The duration, features, usage allowances and restrictions applicable to a trial are those stated when the trial is provided.

We may change the terms of future trials at our discretion.

5.2 Trial Limitations

Trial access may be subject to limits on:

• Generation Operations;
• saved policies or documents;
• exports;
• integrations;
• Users;
• features; and
• other usage.

Trial output may be watermarked, limited to on-screen preview or otherwise restricted. Certain functionality may be available only on paid plans.

We may meter, cap or withdraw trial access where reasonably necessary to protect the Service, prevent abuse or enforce the stated trial conditions.

5.3 Trial Expiry

At the end of a trial, access to trial-only functionality ends unless you start a paid Subscription.

Unless a different period is stated, we may retain trial Content for up to 30 days after trial expiry to allow you to upgrade or retrieve Content that your trial permits you to export. We may then delete it in accordance with our data-retention processes.

5.4 One Trial Per Organisation

Unless we expressly agree otherwise, free trials are limited to one per Organisation.

Attempting to obtain additional trials by creating related Accounts, changing registration details or using another person or entity to circumvent this limit is prohibited.

5.5 Anti-Circumvention

Trials and short-term Subscriptions are provided to allow genuine evaluation and use of the Service.

You must not use trials, successive short-term Subscriptions, credential sharing, automation or other techniques primarily to bulk-generate, extract or accumulate content or functionality while avoiding a Subscription reasonably commensurate with that use.

We may impose reasonable usage limits and may suspend Accounts where we reasonably believe circumvention or abusive extraction is occurring.

Nothing in this Section removes your rights to Content that you have legitimately created and saved in accordance with your active plan and these Terms.

6. Subscriptions and Payments

6.1 Subscription Plans

We offer Subscription plans with different features, usage allowances and prices.

Current plan information is made available through the Service, our website or an applicable order form.

We may change plan features or pricing. Where a change materially affects an existing paid Subscription, we will normally provide at least 30 days' notice before the change applies.

Unless otherwise stated, pricing changes apply from the next Renewal Date following the notice period.

6.2 Billing and Renewal

By subscribing to a paid plan, you agree to pay the applicable fees.

Unless otherwise agreed:

• Subscriptions are billed in advance;
• monthly Subscriptions renew monthly;
• annual Subscriptions renew annually;
• Subscriptions automatically renew for successive Subscription Terms unless cancelled before the Renewal Date;
• prices are stated in GBP unless otherwise indicated; and
• prices are exclusive of VAT or similar taxes, which will be added where applicable.

We may send renewal reminders, particularly for annual Subscriptions.

6.3 Payment Processing

Payments may be processed by a third-party payment provider.

By providing payment information, you authorise us and our payment provider to process the charges due under your Subscription, including renewal charges.

Where the payment provider supplies services directly to you, its applicable payment terms and privacy information may also apply.

We do not store full payment card numbers.

6.4 Failed Payments

If payment fails, we may:

• re-attempt payment;
• contact you about the outstanding amount;
• restrict or suspend paid functionality; and
• terminate the Account if payment remains outstanding for 14 days after the due date.

You remain responsible for fees properly incurred before suspension or termination.

6.5 Refunds

Except where expressly stated in an order form or required by law, Subscription fees are non-refundable.

For standard online Subscriptions:

• Annual Subscriptions: if you cancel within 14 days of the initial purchase and have not substantially used the Service, we may provide a full refund on request.
• Substantial use: use may be considered substantial where, for example, you have materially used generation or analysis functionality, created substantial Automated Output or exported Content.
• Monthly Subscriptions: fees are not refunded for partial months.
• Service issues: we may provide credits or refunds at our discretion where there has been prolonged unavailability or another exceptional service issue.

Nothing in this Section affects any mandatory right that cannot lawfully be excluded, although the Service is supplied for business use and not to consumers.

6.6 Plan Changes

You may change plan where the Service supports this.

Unless otherwise stated:

• upgrades take effect immediately and may be charged on a prorated basis; and
• downgrades take effect at the end of the current Subscription Term without a prorated refund.

Changing plan may alter feature availability, data limits or usage allowances.

6.7 Cancellation

You may cancel a Subscription through the available Account controls or by contacting us.

Unless otherwise agreed:

• cancellation takes effect at the end of the current Subscription Term;
• access continues until that date;
• amounts already paid are not refunded except as stated in Section 6.5;
• you should export any Content you are entitled to export before access ends; and
• after the Subscription ends, the Account may revert to a restricted plan or be suspended.

7. Your Content

7.1 Ownership

As between you and Elevyn, you retain ownership of your Content.

This includes your:

• Handbook text;
• policies;
• HR documents;
• organisation-specific materials;
• uploaded documents; and
• content saved or adopted by you from Automated Output.

We do not claim ownership of your Content.

7.2 Licence to Provide the Service

You grant Elevyn a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, transform, analyse, process, validate, back up and otherwise use Content only to the extent reasonably necessary to:

• provide the Service;
• perform requested Automated Processing;
• maintain security and reliability;
• provide support;
• comply with applicable law; and
• exercise our rights and obligations under this Agreement.

This licence does not transfer ownership of your Content to us.

The licence relating to particular Content ends when that Content is deleted or your Account is closed, subject to applicable retention periods, backups and legal obligations.

7.3 No General-Purpose Model Training on Your Content

We do not use your Content to train general-purpose artificial intelligence models and do not permit third-party artificial intelligence providers acting on our behalf to train their general-purpose models on your Content, except where you have expressly agreed otherwise.

We may process technical, operational, security, performance, usage and service-quality information to operate, secure, measure and improve the Service.

Where we use information for analytics, product improvement or evaluation beyond providing a specific customer request, we seek to use aggregated, anonymised, de-identified or otherwise minimised information where reasonably practicable.

7.4 Your Responsibilities

You are responsible for:

• the accuracy and legality of your Content;
• having all rights, permissions and lawful bases needed to provide Content to the Service;
• the personal data contained in your Content;
• configuring and using the Service appropriately;
• maintaining copies of Content where appropriate for your business continuity needs; and
• reviewing Automated Output before relying on or adopting it.

You must not upload Content that you are not authorised to process.

7.5 Personal Data in Content

Where your Content contains personal data for which you determine the purposes and means of processing, you are the controller and Elevyn acts as your processor to the extent described in Section 13 and our Data Processing Schedule.

You should not include special category, criminal-offence or other highly sensitive personal data unless it is necessary and lawful for your intended use of the Service.

8. Artificial Intelligence and Automated Output

8.1 Use of Automated Processing

The Service may use artificial intelligence and other Automated Processing to:

• analyse Content;
• identify possible gaps or inconsistencies;
• generate or revise wording;
• produce documents;
• answer questions;
• classify or assess content;
• perform quality, consistency or validation checks;
• identify material for further review; and
• support other features made available through Regulyn.

We may change the technical methods, providers, models, workflows and processing techniques used to deliver these functions, provided that we continue to comply with this Agreement and applicable data-protection obligations.

8.2 Nature of Automated Output

You acknowledge that Automated Output:

• is produced or assisted by automated systems;
• is intended to support rather than replace human judgement;
• may contain errors, omissions or inappropriate recommendations;
• may not reflect every fact relevant to your Organisation or a particular employee situation; and
• must be reviewed before it is relied upon for significant HR, legal or employment decisions.

8.3 Quality Controls

Regulyn may use automated controls, checks and evaluation processes designed to improve the quality, consistency and reliability of Automated Output.

These controls may reduce the risk of incorrect, incomplete or inconsistent output but cannot eliminate that risk.

The existence of quality controls does not remove your responsibility to review the final output and decide whether it is appropriate for your circumstances.

8.4 No Guarantee of Accuracy or Legal Outcome

We aim to maintain high-quality information and to update relevant compliance content as the Service evolves.

However, we do not warrant that Automated Output will always be:

• accurate;
• complete;
• current;
• error-free;
• suitable for your circumstances; or
• sufficient to satisfy a particular legal or regulatory requirement.

Employment law and HR practice can depend on facts, sector requirements, contractual arrangements and legal developments that may not be fully represented in the Service.

8.5 Your Responsibility for Decisions

You remain responsible for:

• reviewing Automated Output;
• accepting, rejecting or modifying it;
• deciding whether to adopt policies or documents;
• ensuring final content reflects your Organisation's actual practices;
• obtaining professional legal or HR advice where appropriate; and
• all employment and HR decisions made by your Organisation.

Regulyn does not make recruitment, dismissal, disciplinary, remuneration or other employment decisions on your behalf.

8.6 Rights to Adopted Output

Once you accept, save or incorporate Automated Output into your Content in accordance with your plan, you may use, modify, reproduce and distribute that Content for your Organisation's internal business purposes.

Unless your plan or a separate written agreement permits it, this does not give you the right to:

• operate a bureau or white-label service using Regulyn;
• generate Content for resale to unrelated third parties;
• redistribute Regulyn templates or generated libraries as a competing product;
• sublicense Service functionality; or
• systematically extract outputs for the purpose of building or improving a competing product or service.

8.7 Interactive and Employee-Facing Features

Where Regulyn provides employee-facing or conversational features, those features are intended to provide information based on the relevant configured or published Content.

They are not intended to replace human HR support in matters requiring individual judgement.

You are responsible for deciding how such features are introduced to employees and for providing appropriate human escalation routes.

9. Acceptable Use

You agree to use the Service:

• only for lawful business purposes;
• in accordance with these Terms;
• in compliance with applicable law;
• in a way that respects the rights of others;
• in accordance with reasonable security practices; and
• within the usage and technical limits applicable to your plan.

We may set and enforce reasonable rate limits, usage caps, fair-use restrictions and safeguards where necessary to maintain service quality, security and equitable access.

10. Prohibited Uses

You must not, and must not permit any other person to:

• use the Service unlawfully;
• infringe intellectual-property, privacy, confidentiality or other rights;
• upload malware, malicious code or harmful material;
• attempt to gain unauthorised access to the Service or related systems;
• interfere with, disrupt or overload the Service;
• probe, scan or test security except with our prior written authorisation;
• scrape, crawl or use unauthorised automated means to access the Service;
• bulk-generate or extract Content outside normal permitted use;
• reverse engineer, decompile or disassemble the Service except to the limited extent that applicable law expressly permits this notwithstanding a contractual restriction;
• discover, derive or reconstruct source code, non-public prompts, system instructions, workflows, evaluation logic, validation logic, scoring methods, orchestration or other non-public elements of the Service;
• bypass, disable or circumvent access controls, safety mechanisms, metering, trial restrictions or usage limits;
• resell, sublicense, lease or provide access to the Service to unrelated third parties unless expressly authorised by your plan or a written agreement;
• redistribute or sell Regulyn templates, structured content or output libraries as a competing offering;
• use trials, successive Subscriptions, multiple Accounts or automation primarily to avoid applicable charges;
• share User credentials between individuals;
• impersonate another person or provide materially false registration information;
• use the Service to create unlawful discriminatory, defamatory or hateful material;
• use employee-facing features to present automated output as professional legal advice;
• use the Service, its output, interfaces, observed behaviour or non-public functionality to train, benchmark for competitive replication, evaluate, design, develop or improve a competing product or service; or
• assist another person in doing any of the above.

Nothing in these Terms prevents ordinary internal evaluation of whether Regulyn meets your Organisation's needs.

We may suspend or terminate access for a material breach of this Section.

11. Intellectual Property

11.1 Elevyn Intellectual Property

As between you and Elevyn, Elevyn owns all rights, title and interest in and to the Service and its proprietary technology, excluding your Content and third-party materials.

This includes, where applicable:

• software and source code;
• product design and user interfaces;
• workflows and orchestration;
• prompts, prompt systems and system instructions;
• proprietary evaluation and validation methods;
• scoring, classification and quality-control methodologies;
• platform architecture and configuration;
• data structures and schemas;
• proprietary taxonomies and structured datasets;
• templates and sample materials;
• documentation;
• APIs and integration design;
• branding, trade marks and logos; and
• improvements, modifications and derivative works of the foregoing.

The fact that the Service may interact with third-party technologies does not give you rights in Elevyn's proprietary implementation of those technologies.

Nothing in these Terms transfers any Elevyn intellectual property to you.

11.2 Licence to Use the Service

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the applicable Subscription or trial period for your Organisation's internal business purposes.

This licence is revocable in accordance with these Terms.

11.3 Feedback

If you voluntarily provide suggestions, ideas or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use that feedback to develop, improve and operate our products and services.

This does not give us ownership of your confidential information or Content.

11.4 Templates and Regulyn Materials

Templates, sample policies, guidance, structured checklists and other Regulyn-provided materials are licensed for your Organisation's internal business use unless otherwise stated.

You may modify such materials for your own Organisation.

You must not systematically reproduce, redistribute, sublicense or resell them as a standalone library, competing service or commercial content product without our written permission.

11.5 Reservation of Rights

All rights not expressly granted under these Terms are reserved.

12. Third-Party Services

The Service relies on selected third-party providers and technologies to support functions such as:

• cloud infrastructure;
• artificial intelligence and automated processing;
• automated quality assurance;
• authentication and security;
• payment processing;
• communications;
• monitoring and diagnostics;
• analytics; and
• other supporting technology services.

We may change providers or technical components from time to time.

Where a third party acts as our processor, our use of that provider is governed by Section 13 and our Data Processing Schedule.

Where you choose to connect Regulyn to a third-party service that you control or contract with directly, your use of that external service may be subject to the third party's own terms and privacy practices.

We are not responsible for third-party products or services that you independently choose to connect to Regulyn, except to the extent required by applicable law or expressly agreed in writing.

13. Data Protection

We process personal data in accordance with applicable data-protection law, including the UK GDPR and Data Protection Act 2018.

Our Privacy Policy explains how we process personal data for which we act as controller.

Where we process personal data on your behalf as processor, the Data Processing Schedule forms part of this Agreement.

13.1 Roles

For personal data concerning your employees, workers, applicants or other individuals that you submit to the Service for your own purposes:

• you will normally act as controller; and
• Elevyn will normally act as processor.

For Account administration, billing, security, business communications and certain service-management activities, Elevyn may act as controller as described in our Privacy Policy.

13.2 Processing Obligations

Where Elevyn acts as processor, we will:

• process personal data only on documented instructions, including those arising from your use of the Service and this Agreement;
• ensure authorised persons are subject to appropriate confidentiality obligations;
• implement appropriate technical and organisational security measures;
• engage sub-processors under appropriate written obligations;
• remain responsible for our sub-processors as required by applicable law and contract;
• provide reasonable assistance with data-subject rights requests, taking account of the nature of processing;
• provide reasonable assistance with security, breach, impact-assessment and regulatory obligations where required;
• notify you without undue delay after becoming aware of a personal data breach affecting personal data processed on your behalf;
• delete or return personal data following termination as provided by the Data Processing Schedule, subject to lawful retention requirements; and
• make available information reasonably necessary to demonstrate compliance with applicable processor obligations.

13.3 Sub-Processors and International Processing

We may use sub-processors to provide parts of the Service.

A current list of relevant sub-processors or further information about categories of sub-processors and processing locations will be made available on request or through a published mechanism where appropriate.

Some sub-processors may process personal data outside the United Kingdom.

Where required, international transfers will be protected using an appropriate lawful transfer mechanism and other safeguards as described in the Privacy Policy and Data Processing Schedule.

Where required by the Data Processing Schedule, we will provide notice of material changes to sub-processors and an opportunity to raise reasonable data-protection objections.

13.4 Data Processing Schedule

The processing terms required by Article 28 UK GDPR are set out in our Data Processing Schedule.

The Data Processing Schedule applies where you use the Service as a controller and Elevyn processes personal data on your behalf.

If the Data Processing Schedule conflicts with these Terms on a matter concerning processor obligations or processing of personal data, the Data Processing Schedule prevails for that matter.

14. Service Availability and Changes

14.1 Availability

We aim to provide a reliable Service but do not guarantee uninterrupted or error-free availability unless an applicable service level agreement expressly states otherwise.

The Service may be unavailable because of:

• scheduled maintenance;
• emergency maintenance;
• security updates;
• deployment or infrastructure changes;
• internet or telecommunications failures;
• failures of third-party infrastructure;
• legal or regulatory requirements; or
• circumstances outside our reasonable control.

Where practicable, we will give advance notice of scheduled maintenance expected to materially affect availability.

14.2 Product Changes

We may update, modify, replace or discontinue features as the Service develops.

Where a change materially reduces the core paid functionality of an existing Subscription, we will seek to provide reasonable advance notice.

We may make changes without advance notice where reasonably necessary for security, legal compliance, technical reliability or prevention of abuse.

14.3 Support

Support availability, response targets and channels depend on your plan.

Any binding service levels or response commitments must be expressly stated in an applicable order form or service level agreement.

15. Warranties and Disclaimers

15.1 Service Standard

We will provide the Service with reasonable care and skill.

Except as expressly stated in these Terms or an applicable written agreement, and to the maximum extent permitted by law, the Service is provided on an "as available" basis.

15.2 No Legal Advice

Regulyn provides technology-assisted HR compliance, handbook and policy tools.

Elevyn is not a law firm, and the Service does not constitute legal advice or legal representation.

Where legal advice is required, you should consult a suitably qualified professional.

15.3 Automated Processing Limitations

Artificial intelligence and automated systems may make errors or produce incomplete, inaccurate or inappropriate output.

Regulyn may use automated quality controls designed to improve reliability, but those controls cannot guarantee that all errors will be identified or corrected.

You must review Automated Output before relying on it for significant HR, employment, legal or compliance purposes.

15.4 Compliance

We do not warrant that use of the Service alone will ensure compliance with every law, regulation, code, contractual obligation or internal requirement applicable to your Organisation.

You remain responsible for your Organisation's policies, decisions, implementation and legal compliance.

15.5 Implied Terms

Except for terms that cannot lawfully be excluded, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded to the maximum extent permitted by law.

16. Limitation of Liability

16.1 Liabilities That Are Not Limited

Nothing in these Terms excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that applicable law does not permit to be excluded or limited.

16.2 Excluded Losses

Subject to Section 16.1, Elevyn will not be liable for:

• loss of profit;
• loss of revenue;
• loss of anticipated savings;
• loss of business or opportunity;
• loss of goodwill or reputation;
• indirect or consequential loss;
• costs of substitute services;
• losses arising from employment decisions made by you;
• employment tribunal awards or claims arising from your acts or omissions;
• regulatory penalties caused by your failure to comply with applicable law; or
• loss of data to the extent the loss could reasonably have been avoided by following documented export, backup or security practices,

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, to the extent permitted by law.

16.3 Liability Cap

Subject to Section 16.1, Elevyn's total aggregate liability arising out of or in connection with the Service and this Agreement in any 12-month period will not exceed the greater of:

1. the fees paid or payable by you to Elevyn for the Service during the 12 months immediately preceding the event giving rise to the claim; or
2. £100.

If you have entered into an order form that expressly provides a different liability cap, that agreed cap applies to that order form.

16.4 Reliance on Automated Output

Without limiting the remainder of this Section, Elevyn is not responsible for losses arising from your reliance on Automated Output where:

• you did not carry out a reasonable review of the output;
• the output was used outside its intended context;
• you failed to provide material relevant information; or
• a reasonable user should have sought professional advice before acting.

16.5 Basis of Agreement

The parties acknowledge that the exclusions and limitations in this Section are reflected in the pricing and allocation of risk under this Agreement.

17. Indemnity

To the extent permitted by law, you will indemnify Elevyn and its directors, officers, employees and agents against third-party claims, losses, liabilities, damages, costs and reasonable legal expenses arising from:

• your unlawful or unauthorised use of the Service;
• Content that infringes a third party's rights or that you were not entitled to provide;
• your material breach of these Terms;
• your violation of applicable law;
• your infringement of a third party's intellectual-property, privacy or other rights; or
• a claim by an employee, worker, applicant or other third party arising from an HR or employment decision made by your Organisation, except to the extent that the claim was directly caused by Elevyn's breach of this Agreement or applicable law.

We will:

• notify you without undue delay of a claim for which we seek indemnification;
• give you reasonable control of the defence and settlement, provided that you may not settle a claim in a manner that admits liability by Elevyn or imposes material obligations on us without our prior written consent; and
• provide reasonable cooperation at your expense.

18. Suspension and Termination

18.1 Termination by You

You may terminate your Account by cancelling your Subscription through available Account controls or contacting us.

Cancellation of a paid Subscription takes effect as described in Section 6.7.

18.2 Suspension

We may suspend access to some or all of the Service where we reasonably believe suspension is necessary because of:

• a security risk;
• suspected unauthorised access;
• unlawful use;
• non-payment;
• a material breach of these Terms;
• abuse, extraction or circumvention;
• a threat to the integrity or availability of the Service; or
• a legal or regulatory requirement.

Where appropriate, we will explain the reason for suspension and restore access when the relevant issue has been resolved.

18.3 Termination by Us

We may terminate this Agreement or your access:

• immediately where you materially breach these Terms and the breach is incapable of remedy;
• if you fail to remedy a remediable material breach within a reasonable period after notice;
• for non-payment after the period in Section 6.4;
• where required by law; or
• on at least 30 days' notice for convenience.

18.4 Effect of Termination

When termination takes effect:

• your right to use the Service ends;
• you should export Content you are entitled to export before termination where practical;
• we may retain Content for up to 30 days to facilitate retrieval or orderly deletion, unless another period is required by law or agreed in writing; and
• Content will then be deleted or handled in accordance with our Privacy Policy and Data Processing Schedule.

Sections which by their nature are intended to survive termination will continue to apply, including provisions concerning:

• accrued payment obligations;
• intellectual property;
• confidentiality where applicable;
• data protection;
• disclaimers;
• limitation of liability;
• indemnity;
• dispute resolution; and
• general contractual provisions.

18.5 Refund on Termination by Elevyn

If we terminate a paid Subscription for convenience under Section 18.3 rather than because of your breach, non-payment, unlawful use or another cause attributable to you, we will provide a prorated refund or credit for the unused prepaid portion of the Subscription Term.

No refund is due where termination results from your breach or non-payment, except where required by law.

19. Changes to These Terms

We may update these Terms from time to time to reflect:

• changes to the Service;
• legal or regulatory developments;
• security requirements;
• changes to our commercial model; or
• improvements to the clarity of our contractual terms.

We will update the Last updated date when changes are published.

For material changes affecting an existing paid Subscription, we will normally provide at least 30 days' notice by email, in-Service notification or another reasonable method.

Changes required urgently for legal, regulatory or security reasons may take effect sooner.

If you do not agree to a material change, you may stop using the Service and cancel your Subscription before the change takes effect. Continued use after the effective date constitutes acceptance of the revised Terms.

20. General Provisions

20.1 Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction over disputes arising out of or in connection with these Terms, subject to any different jurisdiction expressly agreed in writing.

20.2 Informal Dispute Resolution

Before starting court proceedings, each party will use reasonable efforts to resolve the dispute informally.

You may contact us at support@regulyn.co.uk.

This Section does not prevent either party from seeking urgent injunctive, protective or other interim relief.

20.3 Entire Agreement

These Terms, together with the documents incorporated into them and any applicable order form, constitute the entire agreement between you and Elevyn concerning the Service and supersede previous agreements, discussions and representations concerning the same subject matter.

Nothing in this Section limits liability for fraud or fraudulent misrepresentation.

20.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable where legally possible.

The remaining provisions will continue in effect.

20.5 Waiver

A failure or delay in exercising a right under this Agreement does not waive that right.

A waiver is effective only for the specific circumstances for which it is given.

20.6 Assignment

You may not assign, transfer or novate this Agreement without our prior written consent, not to be unreasonably withheld where the proposed assignee is a legitimate successor to your business and does not create material legal, security or credit risk.

We may assign, transfer or novate our rights and obligations to:

• an Affiliate; or
• a successor in connection with a merger, reorganisation, financing, acquisition or sale of all or substantially all of the relevant business or assets,

provided that doing so does not materially reduce your contractual rights.

20.7 No Partnership or Agency

Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship or agency between you and Elevyn.

Neither party has authority to bind the other except as expressly agreed.

20.8 Third-Party Rights

Except where expressly stated otherwise, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

Your employees and other individuals using employee-facing features do not become parties to these Terms merely by using those features.

20.9 Force Majeure

Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, where the delay or failure results from circumstances beyond that party's reasonable control.

Such circumstances may include natural disasters, fire, flood, war, terrorism, civil unrest, government action, widespread internet or telecommunications failure, utility failure or material failure of critical third-party infrastructure.

The affected party will use reasonable efforts to mitigate the effect of the event.

20.10 Notices

We may send contractual notices to the email address associated with your Account or through a prominent notice within the Service.

You may send notices to us at:

20.11 Interpretation

Headings are for convenience only and do not affect interpretation.

Words such as "including" and "includes" mean "including without limitation".

References to legislation include amendments and replacement legislation where applicable.