Terms of service

1. Introduction

1.1These terms of service (the “Terms”) form a legally binding agreement between you and Foundium, a private limited company registered in England and Wales (“Foundium”, “we”, “us” or “our”). Our registered company details are recorded at Companies House and appear on every invoice we issue.

1.2The Terms apply to our websites, platform, applications, application programming interfaces, and any other product or service we provide that refers to them (together, the “Services”).

1.3By creating an account, or by accessing or using the Services, you confirm that you have read, understood and accept the Terms. If you do not accept them, you must not use the Services.

1.4Our privacy policy and cookie policy explain how we handle personal data and do not form part of this contract. Any Order Form or supplementary terms we agree with you form part of the Terms. If they conflict, a signed Order Form prevails over supplementary terms, and supplementary terms prevail over these Terms.

1.5If you accept the Terms on behalf of an organisation, you confirm that you have authority to bind it. In that case, “you” means that organisation, together with each person it authorises to use the Services.

2. Definitions and interpretation

2.1In the Terms, the following expressions have these meanings:

• Account: the account through which you access the Services.
• Authorised User: an individual whom an organisation permits to use the Services under its Account.
• Customer Personal Data: personal data contained in Your Content that Foundium processes on your behalf.
• Data Protection Law: the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other law relating to the protection of personal data that applies in the United Kingdom.
• Order Form: any order, quotation, proposal or commercial agreement, in writing or accepted electronically, that sets out the scope of, and the fees for, the Services provided to you.
• Output: any content, analysis, recommendation or other material generated by the Services, including by automated or artificial intelligence features.
• Third-Party Services: products, services, content and websites that are provided by anyone other than Foundium, including services you connect to the Services.
• Your Content: any data, information, files and other material that you or your Authorised Users upload to, submit through, or store in the Services.

2.2In the Terms, headings do not affect interpretation. Words such as “including” and “for example” introduce examples and do not limit the general words that precede them. References to a law include that law as amended or replaced.

3. Eligibility

3.1You must be at least 18 years old and have full legal capacity to enter into the Terms to use the Services.

3.2The Services are designed for business and professional use. By accepting the Terms, you confirm that you are acting for purposes relating to your trade, business, craft or profession, unless you tell us otherwise before you begin using the Services. Clause 29 applies if you are a consumer.

3.3You must not use the Services if you are the subject of UK, United Nations or other applicable financial sanctions, or are ordinarily resident in, or acting on behalf of a person in, a country or territory subject to comprehensive sanctions.

3.4Access to the Services may be granted in stages and is at our discretion. A request for access does not create an Account, a contract or a right to access.

4. Your account

4.1You must provide accurate and complete information when you create an Account and keep it up to date.

4.2You are responsible for maintaining the security of your Account, including your sign-in credentials and the email account associated with it, and for all activity that takes place under your Account. You must notify us without delay through the contact page if you become aware of, or suspect, any unauthorised access to or use of your Account.

4.3An individual Account is personal to you and must not be shared or transferred. An organisation is responsible for its Authorised Users, for their compliance with the Terms, and for promptly removing access for any person who is no longer authorised.

4.4We may require you to verify your identity or the identity of your organisation, and may suspend access until verification is complete.

5. Using the Services

5.1Subject to your compliance with the Terms, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services during the term of your Account, for your own internal business purposes.

5.2You must use the Services only in accordance with the Terms, any documentation we provide, and all applicable laws and regulations. You must not, and must not permit anyone else to:

• copy, modify, create derivative works of, reverse engineer, decompile or disassemble the Services, or attempt to derive their source code, models, weights, prompts or underlying structure, except to the extent that the law expressly permits;
• access or use the Services, or any Output, to build, train or improve a competing product or service, or any artificial intelligence model;
• use any automated means, including robots, scrapers and crawlers, to access, extract or index the Services or any data within them, except through an interface we provide for that purpose;
• sell, resell, license, rent, lease or otherwise commercially exploit the Services, or make them available to any third party, except as expressly permitted by the Terms;
• circumvent, disable or interfere with any security, authentication, rate-limiting or access-control feature of the Services, or probe, scan or test their vulnerability without our prior written consent;
• upload, transmit or store any material that is unlawful, harmful, defamatory, obscene, fraudulent or infringing, or that contains malware or other harmful code;
• use the Services to engage in, promote or facilitate fraud, money laundering, terrorist financing, harassment, discrimination or any other unlawful or harmful activity;
• impersonate any person or misrepresent your identity, affiliation, qualifications or regulatory status;
• send unsolicited communications through the Services, or contact other users for purposes unrelated to the Services;
• use the Services in any way that imposes an unreasonable or disproportionately large load on our infrastructure.

5.3We may investigate any suspected breach of this clause and take any action we consider appropriate, including removing content, restricting features, suspending or terminating Accounts, and reporting matters to the relevant authorities.

6. Reporting illegal or harmful content

6.1If you encounter content or conduct on the Services that you believe is illegal, harmful or in breach of the Terms, please report it through the contact page. We review every report promptly, take proportionate action, and tell the person who made the report what we have done, where appropriate.

6.2If content you provided is removed, or your access is restricted, as a result of a report, we will tell you why, unless the law prevents us or doing so would compromise an investigation. You may ask us to review that decision through the contact page.

7. Availability and changes to the Services

7.1We work to keep the Services available and secure, but we do not guarantee that they will be uninterrupted, timely or error-free. The Services may be unavailable from time to time for maintenance, upgrades or reasons outside our control. We try to give advance notice of planned maintenance where it is practical to do so.

7.2We continually develop the Services and may add, change or remove features, or change the technology on which they rely, at any time. If a change materially reduces the core functionality of a paid Service, we will give you at least 30 days’ notice, and you may terminate the affected Service before the change takes effect and receive a pro-rata refund of any fees paid in advance for the period after termination.

7.3Some features may be identified as beta, preview, experimental or early access. Those features are provided for evaluation, may be changed or withdrawn at any time, are excluded from any service level or support commitment, and are provided as is.

7.4No statement in our marketing materials is a commitment to provide any feature or functionality in the future, and you should not rely on any such statement when deciding to use the Services.

8. Fees, payment and taxes

8.1Fees for the Services are as stated at the point of purchase or in your Order Form. Unless stated otherwise, fees are expressed in pounds sterling and exclusive of VAT and any other applicable taxes, which you must pay in addition at the prevailing rate.

8.2Fees are payable in advance for each billing period and are collected through our payment provider using the payment method you authorise. You authorise us, and our payment provider, to charge that payment method for all fees due. We do not receive or store full payment card details.

8.3Where fees are payable by invoice, invoices are due within 30 days of the invoice date. If you are a business customer and a payment is late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

8.4If any payment is not received when due, we will notify you. If it remains unpaid 14 days after that notice, we may suspend the paid Services until payment is received in full.

8.5We may change our fees by giving you at least 30 days’ notice. A change takes effect from the start of the next billing period after the notice period ends. If you do not accept the change, you may cancel before it takes effect.

9. Renewal, cancellation and refunds

9.1Unless your Order Form states otherwise, subscriptions renew automatically at the end of each billing period for a further period of the same length. We will give you advance notice of renewal wherever the law requires it.

9.2You may cancel a subscription at any time from your account settings, and cancellation takes effect at the end of the current billing period. Where an Order Form specifies a minimum term, that term applies.

9.3Except where the Terms or the law provide otherwise, fees are non-refundable, and no refunds or credits are given for partial billing periods or unused Services.

10. Your content

10.1As between you and Foundium, you retain all rights, title and interest in Your Content.

10.2You grant Foundium a non-exclusive, worldwide, royalty-free licence to host, store, copy, process, transmit, adapt and display Your Content only to the extent necessary to provide, secure and support the Services, to meet our legal obligations, and as otherwise permitted by the Terms. This licence ends when Your Content is deleted from the Services, except for copies we are required by law to keep.

10.3You are solely responsible for Your Content. You represent and warrant that you have all rights, licences, consents and lawful bases needed to provide Your Content and to permit us to process it under the Terms, and that Your Content and our use of it under the Terms will not infringe any person’s rights or breach any law.

10.4We do not monitor Your Content as a matter of course, but we may review, restrict or remove it where we reasonably believe it breaches the Terms or the law, or where required to do so by law.

10.5We may generate anonymised and aggregated data from the operation of the Services, from which neither you nor any individual can be identified, and use it to operate, analyse and improve the Services. We do not use Your Content to train artificial intelligence models that serve other customers.

11. Artificial intelligence and Output

11.1The Services include features that use artificial intelligence, including machine learning and large language models, to generate Output.

11.2Output is generated automatically and probabilistically. It may be inaccurate, incomplete, out of date or inappropriate for your circumstances, and similar inputs may produce different Output. You are responsible for evaluating Output, including by human review, before relying on it or sharing it.

11.3Subject to your compliance with the Terms, we assign to you any rights we hold in Output generated for you, and you may use it for any lawful purpose. Output generated for other users may be similar to yours, and this clause does not give you rights in their Output.

11.4You must not use Output in a way that misrepresents it as human-generated where that would be misleading, or to make decisions that produce legal or similarly significant effects on individuals without meaningful human review.

12. No professional advice

12.1The Services, including all Output, templates, analysis and information made available through them, are provided for general information and decision support only. They do not constitute legal, tax, accounting, financial, investment, regulatory, medical or other professional advice, and they are not a substitute for advice from a suitably qualified professional who is aware of your circumstances.

12.2Foundium is not authorised or regulated by the Financial Conduct Authority. Nothing in the Services constitutes a financial promotion, an offer or recommendation to acquire any financial product, an offer of credit, or credit broking, and we do not carry on any regulated activity under the Financial Services and Markets Act 2000.

12.3You remain solely responsible for your decisions and for your compliance with the legal, tax and regulatory obligations that apply to you and your business.

13. Payment services

13.1Where the Services enable you to send or receive payments, those payments are processed by third-party payment service providers that are authorised and regulated for the payment services they provide. Your use of those payment services is subject to the provider’s own terms, which you must accept, and to any identity, business and anti-money laundering checks the provider requires.

13.2Foundium is not a bank, an electronic money institution, a payment institution or a debt collection agency. We do not hold funds on your behalf at any time, and we are not a party to any transaction between you and a third party.

13.3Fees charged by payment providers, and matters such as payouts, refunds, chargebacks and payment disputes, are governed by the payment provider’s terms.

14. Third-party services

14.1The Services may allow you to connect to, access or use Third-Party Services. Your use of any Third-Party Service is governed by its provider’s terms and privacy notice, and any exchange of data between you and the provider is solely between you and that provider.

14.2We do not control, endorse or accept responsibility for Third-Party Services, and we are not liable for any loss arising from your use of them. We may suspend or discontinue an integration with a Third-Party Service at any time, including if its provider changes its terms or availability.

14.3Where you authorise the Services to access a Third-Party Service, you grant us permission to access and use data from that service as necessary to provide the Services, and you confirm that doing so does not breach the terms of that service.

15. Interactions with other users

15.1The Services may enable you to connect, communicate, share information or transact with other users and organisations. Any agreement you make with another user is solely between you and that user. Foundium is not a party to it, does not act as an agent for either party, and is not responsible for its performance.

15.2Other users, including professionals and organisations who offer services through or alongside the Services, are independent of Foundium. We do not employ, supervise or endorse them, and we are not responsible for their acts, omissions, qualifications or advice, even where we have carried out verification checks.

15.3Recommendations, matches or introductions made through the Services do not guarantee any outcome, and you should carry out your own checks before entering into any arrangement.

15.4If you have a dispute with another user, you agree to resolve it directly with that user. We may, but are not obliged to, help facilitate a resolution.

16. Organisation accounts

16.1If you access the Services through an Account provided by an organisation, such as an employer, investor or programme provider, that organisation may be able to administer your access, and to view information you choose to share with it through the Services. The organisation’s own terms and privacy notice may also apply to your use.

16.2The settings available to you determine what information is shared with an organisation. No agreement between Foundium and an organisation permits it to access information that you have not chosen to share, except where the law requires it.

17. Sponsored content

17.1The Services may display content that has been sponsored or paid for by third parties. Sponsored content is always clearly identified as such, in accordance with the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing and the law on unfair commercial practices.

17.2Sponsorship does not influence the independence of any Output, recommendation or ranking generated by the Services, and we do not share your personal data with sponsors.

18. Data protection

18.1Each party must comply with Data Protection Law in connection with the Terms. Foundium processes personal data as a controller in accordance with our privacy policy.

18.2Where Your Content includes Customer Personal Data, you are the controller and Foundium is your processor. You are responsible for having a lawful basis for that processing and for providing any notices required by Data Protection Law. Clause 19 forms the contract required by Article 28(3) of the UK GDPR.

19. Processing on your behalf

19.1Foundium processes Customer Personal Data for the duration of the Terms, for the purpose of providing the Services. The processing concerns the categories of personal data and data subjects contained in Your Content, which you determine. When processing Customer Personal Data, Foundium will:

• process it only on your documented instructions, which include the Terms and your use of the Services, unless required to do otherwise by law, in which case we will inform you before processing unless the law prohibits it;
• ensure that every person authorised to process it is subject to an appropriate duty of confidentiality;
• implement appropriate technical and organisational measures to protect it, as required by Article 32 of the UK GDPR;
• engage sub-processors only under a written contract that imposes data protection obligations equivalent to those in this clause, notify you at least 30 days before engaging a new sub-processor, and remain liable to you for each sub-processor’s performance. If you object on reasonable data protection grounds, you may terminate the affected Services without penalty;
• transfer it outside the United Kingdom only in accordance with Data Protection Law;
• taking into account the nature of the processing, assist you in responding to requests from data subjects and in meeting your obligations relating to security, breach notification, data protection impact assessments and prior consultation with the ICO;
• notify you without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting it;
• at your choice, delete or return it at the end of the Services, and delete existing copies unless the law requires us to keep them;
• make available the information necessary to demonstrate compliance with this clause, and allow for and contribute to audits, which may be satisfied by current independent reports or certifications, or otherwise conducted on at least 30 days’ notice, no more than once in any 12-month period, during business hours, at your cost and subject to confidentiality.

19.2Where an Order Form includes a separate data processing agreement, that agreement prevails over this clause.

20. Confidentiality

20.1“Confidential Information” means any non-public information disclosed by one party to the other in connection with the Terms that is marked as confidential or would reasonably be understood to be confidential. Your Content is your Confidential Information. The non-public elements of the Services are ours.

20.2The receiving party must use the disclosing party’s Confidential Information only to exercise its rights and perform its obligations under the Terms, and must disclose it only to its employees, officers, contractors and professional advisers who need to know it and are bound by obligations of confidentiality no less protective than this clause.

20.3These obligations do not apply to information that is or becomes public other than through a breach of the Terms, was lawfully known to the receiving party before disclosure, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law, a court or a regulator, provided that, where lawful, it gives the other party prompt notice.

20.4This clause survives for five years after the Terms end, and for as long as information remains a trade secret.

21. Intellectual property

21.1Foundium and its licensors own all intellectual property rights in the Services, including all software, models, algorithms, designs, text, graphics, documentation, templates, trade marks and logos, and all improvements to them. Except for the limited rights expressly granted in the Terms, no rights are granted to you, by implication or otherwise.

21.2Foundium and the Foundium logo are our trade marks. You may not use them without our prior written consent.

21.3If you provide suggestions, ideas or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them for any purpose without obligation to you.

22. Security and vulnerability disclosure

22.1We maintain technical and organisational security measures appropriate to the nature of the Services, as described in our privacy policy.

22.2If you discover a security vulnerability in the Services, please report it to us promptly through the contact page, and do not disclose it to anyone else until we have had a reasonable opportunity to fix it. We will not take legal action against anyone who reports a vulnerability in good faith, avoids harm to our users and data, and does not exploit it beyond what is necessary to demonstrate it.

23. Compliance with laws

23.1Each party must comply with all laws that apply to it in connection with the Terms, including the Bribery Act 2010, the Criminal Finances Act 2017, the Modern Slavery Act 2015, and applicable sanctions and export control laws.

23.2You must not export, re-export or transfer the Services, or any technology within them, in breach of UK or other applicable export control or sanctions laws.

24. Suspension and termination

24.1You may stop using the Services and close your Account at any time from your account settings. Closing your Account cancels any subscription with effect from the end of the current billing period, subject to any minimum term in an Order Form.

24.2We may suspend or terminate your access to all or part of the Services, with immediate effect if necessary, if you materially breach the Terms, fail to pay fees when due, use the Services in a way that creates a security, legal or reputational risk, or where required by law, a regulator or a court. Where it is appropriate and lawful to do so, we will give you notice and a reasonable opportunity to remedy the issue first.

24.3We may also terminate the Terms for convenience by giving you at least 60 days’ notice, in which case we will refund any fees you have paid in advance for the period after termination.

25. Effect of termination

25.1When the Terms end, your right to use the Services ends immediately, and any fees that have accrued become payable.

25.2For 30 days after termination, other than termination for your material breach, you may export Your Content using the tools we provide. After that period, we delete Your Content in accordance with our privacy policy, except where the law requires us to keep it.

25.3Any provision of the Terms that by its nature is intended to survive termination will do so, including the provisions on fees owed, Your Content, confidentiality, intellectual property, disclaimers, indemnity, limitation of liability and governing law.

26. Warranties and disclaimers

26.1We warrant that we will provide the Services with reasonable care and skill.

26.2Except as expressly set out in the Terms, and to the fullest extent permitted by law, the Services and all Output are provided on an “as is” and “as available” basis, and all warranties, conditions and other terms implied by statute, common law or otherwise are excluded, including any implied terms as to satisfactory quality, fitness for a particular purpose, accuracy and non-infringement.

26.3We do not warrant that the Services will meet your requirements, that they will be uninterrupted, secure or error-free, that Output will be accurate, complete or reliable, or that any particular result will be achieved through their use.

27. Indemnity

27.1If you use the Services for business purposes, you will indemnify Foundium, its officers, employees and contractors against all losses, liabilities, damages, costs and expenses, including reasonable legal fees, arising from any third-party claim relating to Your Content, your use of the Services in breach of the Terms or the law, or your dealings with any third party through the Services.

27.2We will notify you promptly of any claim to which this indemnity applies, give you reasonable control of its defence and settlement, and provide reasonable assistance at your cost.

28. Limitation of liability

28.1Nothing in the Terms limits or excludes any 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.

28.2Subject to clause 28.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, revenue, business, contracts, opportunity, goodwill or anticipated savings, for any loss or corruption of data, or for any indirect or consequential loss.

28.3Subject to clause 28.1, Foundium is not liable for any loss arising from reliance on Output, from Third-Party Services, or from the acts or omissions of any other user or third party.

28.4Subject to clause 28.1, Foundium’s total aggregate liability arising out of or in connection with the Terms in any period of 12 months is limited to the greater of the total fees paid by you for the Services in that period and £100.

28.5The limitations in this clause do not apply to your obligations to pay fees or to your liability under clause 27.1.

29. If you are a consumer

29.1If you use the Services as a consumer, nothing in the Terms affects your statutory rights, including under the Consumer Rights Act 2015. Where any provision of the Terms conflicts with those rights, your statutory rights prevail.

29.2You have the right to cancel within 14 days of entering into a contract for the Services, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. If you ask us to begin providing the Services during that period and then cancel, we may deduct a proportionate amount for the Services provided up to the date you told us you wished to cancel.

29.3We are responsible to consumers for loss or damage that is a foreseeable result of our breach of the Terms or our failure to use reasonable care and skill. We are not responsible for any loss or damage that is not foreseeable, or for any business loss.

30. Events outside our control

30.1Neither party is liable for any failure or delay in performing its obligations caused by an event beyond its reasonable control, including acts of God, flood, fire, pandemic, war, terrorism, civil unrest, industrial action, acts of government, cyber attacks, or the failure of utilities, telecommunications networks or third-party hosting providers. The affected party must notify the other promptly and use reasonable efforts to mitigate the effect. This clause does not excuse any obligation to pay fees.

31. Changes to these Terms

31.1We may amend the Terms from time to time to reflect changes to the Services, to our business, or to the law. We will give you at least 30 days’ notice of any material change by email or through the Services, unless a shorter period is required for legal, regulatory or security reasons.

31.2If you do not agree to a change, you may terminate the Terms before the change takes effect and receive a pro-rata refund of any fees paid in advance for the period after termination. If you continue to use the Services after the change takes effect, you are bound by the amended Terms.

32. Notices and electronic communications

32.1We may give notices to you by email to the address associated with your Account, or through the Services. Notices sent by email are deemed received at the time of transmission, unless we receive notice of failed delivery.

32.2You may give notices to us through the contact page. Formal legal notices, including notices of a claim, and service of proceedings must be delivered to our registered office, as recorded at Companies House.

32.3You agree to receive communications from us electronically, and agree that all agreements, notices and other communications we provide electronically satisfy any legal requirement that they be in writing.

33. Complaints and dispute resolution

33.1If you have a complaint about the Services, please contact us through the contact page. We acknowledge complaints within five working days and aim to resolve them within 30 days.

33.2If a dispute cannot be resolved through our complaints process, the parties will first attempt in good faith to resolve it through negotiation between senior representatives within 30 days. If it remains unresolved, either party may propose mediation before commencing court proceedings. Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief.

34. General

34.1Assignment. You may not assign, transfer or subcontract any of your rights or obligations under the Terms without our prior written consent. We may assign or transfer our rights and obligations to an affiliate or to a successor to all or part of our business, and will notify you if we do.

34.2Subcontracting. We may use subcontractors to perform our obligations, and we remain responsible for their performance.

34.3Entire agreement. The Terms constitute the entire agreement between you and us relating to their subject matter and supersede all previous agreements, arrangements and understandings. Each party acknowledges that it has not relied on any statement, representation or warranty that is not set out in the Terms. Nothing in this clause limits liability for fraud.

34.4Severance. If any provision of the Terms is found to be invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

34.5Waiver. A failure or delay in exercising any right or remedy does not waive that right or remedy, and a single or partial exercise does not prevent its further exercise.

34.6Relationship. Nothing in the Terms creates a partnership, joint venture, agency, fiduciary or employment relationship between the parties.

34.7Third-party rights. No person other than you and Foundium has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Terms.

34.8Language. The Terms are concluded in English, and all communications relating to them will be in English.

35. Governing law and jurisdiction

35.1The Terms, and any dispute or claim, including a non-contractual dispute or claim, arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the law of England and Wales.

35.2The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim. If you are a consumer resident in Scotland or Northern Ireland, you may also bring proceedings in the courts of the country in which you live, and you retain the protection of any mandatory provisions of the law of that country.

36. Contact

36.1If you have any questions about the Terms, please contact us through the contact page.