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", "the Company"), governing your access to and use of the Bounda platform and related services ("Bounda", "the Service", "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 are using the Service on behalf of an organisation, you represent and warrant that you have authority to bind that organisation, and "you" and "Customer" refer to that organisation.

These Terms apply to all users of the Service, including free trial users, individual subscribers, and enterprise customers. Where we make a Data Processing Schedule, order form, or plan-specific terms available, those documents form part of this Agreement.

2. Definitions

In these Terms, the following definitions apply:

• "Account" means your registered account on the Bounda platform.
• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "AI-Generated Content" means any text, analysis, suggestion, redraft, document, or other output generated by the artificial intelligence features of the Service.
• "Content" means all text, data, information, documents, and materials that you upload, create, or store using the Service.
• "Generation Operation" means any single request that causes the Service to invoke an AI model to produce AI-Generated Content, including drafting, redrafting, gap analysis, and chatbot responses.
• "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 identified under Section 5.4.
• "Renewal Date" means the first day of each successive Subscription Term following your initial Subscription Term.
• "Service" means the Bounda platform, including all features, tools, APIs, and related services provided by Elevyn.
• "Subscription" means a paid plan that grants access to the Service for a Subscription Term.
• "Subscription Term" means the monthly or annual period for which you have subscribed, as stated at checkout.
• "User" means any individual who accesses or uses the Service through your Account.

3. Account Terms

3.1 Eligibility

To use the Service, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding agreement
• Not be prohibited from using the Service under applicable law
• Provide accurate and complete registration information

3.2 Account Registration

To access most features of the Service, you must create an Account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your Account information
• Maintain the security of your password and Account
• Accept responsibility for all activity under your Account
• Notify us without undue delay, and in any event within 48 hours, of any unauthorised use of your Account

3.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials. You must not share your password or permit any person outside your Organisation to access your Account. We recommend enabling multi-factor authentication where available.

We are not liable for any loss or damage arising from your failure to protect your Account credentials.

3.4 One Account Per Organisation

Each Organisation must maintain a single Account unless we agree otherwise in writing. Creating or using multiple Accounts to multiply usage allowances, circumvent limits, or obtain repeated free trials is prohibited. For the purpose of enforcing usage limits and trial eligibility, we may treat Accounts sharing a common domain, payment method, billing entity, or controlling person as a single Organisation, and may consolidate or suspend them accordingly.

4. Service Description

4.1 What Bounda Provides

Bounda is an HR compliance platform that helps businesses create, manage, and maintain employee handbooks and HR documentation. The Service includes:

• Handbook creation and management tools
• AI-powered compliance analysis
• AI-assisted policy redrafting
• Gap analysis for missing policies
• HR document generation
• Employee chatbot functionality
• Export capabilities
• Version control and audit trails

The specific features available to you depend on your plan.

4.2 What Bounda Does Not Provide

The Service does not constitute legal advice. While Bounda provides compliance guidance based on UK employment law, it is not a substitute for professional legal counsel. You must:

• Review all AI-Generated Content before use
• Consult qualified legal professionals for complex situations
• Make your own decisions about your HR policies
• Not rely solely on the Service for legal compliance

We do not guarantee that use of the Service will make you compliant with any applicable law or regulation.

5. Free Trial

5.1 Trial Period

We may offer a free trial to new Organisations. The duration, feature set, and usage allowances of a trial are as stated at registration and may change at our discretion for future trials.

5.2 Trial Limitations

During a free trial, your access is subject to the feature and usage limits stated for the trial plan, including limits on Generation Operations, saved policies, and export. We may restrict, meter, or withdraw trial access at any time. Trial output may be watermarked, restricted to on-screen preview, or otherwise limited, and export and full-text retrieval may be reserved for paid plans.

5.3 Trial Expiration

At the end of the trial period, your access to restricted features ends, and you may upgrade to a paid Subscription to continue. We will retain your Content for 30 days after trial expiry, during which you may export any Content you are entitled to export, after which we may delete it.

5.4 One Trial Per Organisation

Free trials are limited to one per Organisation. Attempting to obtain additional trials through new, multiple, or related Accounts, or by altering registration details, is a breach of these Terms and may result in suspension or termination of all related Accounts without notice.

5.5 Anti-Circumvention

Free trials and short-term Subscriptions are provided to let you evaluate the Service, not to extract a body of AI-Generated Content while avoiding a Subscription commensurate with your use. You must not use trials, successive Subscriptions, credential sharing, or automated means with the primary purpose of bulk-generating or extracting Content while avoiding payment. We may meter and cap Generation Operations on any plan, including trials, and may suspend or terminate any Account that exhibits extraction or circumvention patterns. This Section does not limit your rights to Content you have legitimately generated and saved under an active plan, as set out in Sections 7 and 8.

6. Subscriptions and Payments

6.1 Subscription Plans

We offer various Subscription plans with different features and pricing, set out on our website. We may modify plan features and pricing, with at least 30 days' notice to affected subscribers before the change takes effect. Price changes apply from your next Renewal Date following the notice period.

6.2 Billing and Auto-Renewal

By subscribing to a paid plan, you agree to pay the applicable fees. Subscriptions are billed in advance for each Subscription Term. Subscriptions renew automatically for successive Subscription Terms at the then-current price, unless cancelled in accordance with Section 6.7 before the Renewal Date. For annual Subscriptions, we will send a renewal reminder before the Renewal Date.

• Monthly Subscriptions renew each month on the anniversary of your start date
• Annual Subscriptions renew once per year on the anniversary of your start date
• All prices are in GBP unless otherwise stated
• Prices are exclusive of VAT, which will be added where applicable

6.3 Payment Processing

Payments are processed by our third-party payment provider, Stripe. By providing payment information, you authorise us to charge your payment method for all fees due, including on each Renewal Date. You agree to Stripe's terms in connection with payment processing.

6.4 Failed Payments

If a payment fails, we may re-attempt processing, will notify you, and may suspend access until payment is received. We may terminate your Account if payment remains outstanding 14 days after the due date.

6.5 Refunds

Subscription fees are non-refundable except as set out below:

• Annual Subscriptions: if you cancel within 14 days of your initial payment and have not substantially used the Service, you may request a full refund. You are considered to have substantially used the Service if, during that period, you have performed any Generation Operation or exported any Content.
• Monthly Subscriptions: no refunds for partial months.
• Exceptions: we may offer refunds at our discretion in cases of prolonged service unavailability or other exceptional circumstances.

6.6 Plan Changes

You may change your Subscription at any time. Upgrades take effect immediately and you will be charged a prorated amount for the remainder of the current Subscription Term. Downgrades take effect at the end of the current Subscription Term, with no prorated refund.

6.7 Cancellation

You may cancel at any time through your Account settings. Cancellation takes effect at the end of your current Subscription Term. You retain access until then, no refund is provided for the remaining period (subject to Section 6.5), and you may export Content you are entitled to export before the Term ends. After the Term ends, your Account reverts to a limited free tier or is suspended.

7. Your Content

7.1 Ownership

You retain all ownership rights to your Content, including your Handbook text, policies, HR documents, and any other materials you upload or create using the Service. We do not claim ownership of your Content, and these Terms grant us only the limited licence described below.

7.2 Licence to Elevyn

You grant Elevyn a limited, non-exclusive, royalty-free licence to store, process, display, and back up your Content, and to analyse it using AI, solely to provide and support the Service. This licence terminates when you delete the relevant Content or close your Account, subject to our retention and backup periods.

7.3 No Training on Your Content

We do not use your Content to train AI models. Your Content is processed to provide you with the Service and is not used to train or improve our underlying AI systems or any third-party AI models.

7.4 Your Responsibilities

You are responsible for the accuracy and legality of your Content, for ensuring you have the right to upload and use it, for the personal data of your employees contained in it, for backing it up, and for reviewing AI-Generated Content before relying on or incorporating it.

7.5 Data Processing

Where your Content includes personal data, you are the controller and we are your processor. Our processing of that personal data is governed by Section 13 and by our Data Processing Schedule, which forms part of these Terms and applies to all customers acting as controllers, not only enterprise customers.

8. AI-Generated Content

8.1 Nature of AI-Generated Content

The Service uses artificial intelligence to provide compliance analysis, generate policy redrafts, create HR documents, and answer questions via the chatbot. You acknowledge that AI-Generated Content:

• Is produced by automated systems
• Is provided as suggestions rather than definitive advice
• May contain errors, inaccuracies, or omissions
• Must be reviewed before use

8.2 No Guarantee of Accuracy

While we strive for accuracy and update our systems to reflect current UK employment law, we do not guarantee that AI-Generated Content is accurate, complete, current, or suitable for your circumstances. Employment law is complex and fact-specific, and AI-Generated Content may not account for:

• Recent legislative changes
• Industry-specific regulation
• Your Organisation's circumstances
• Individual employee situations
• Matters requiring professional judgment

8.3 Your Responsibility

You are solely responsible for:

• Reviewing all AI-Generated Content before use
• Deciding whether to accept, modify, or reject it
• Ensuring your final policies comply with applicable law
• Seeking professional legal advice where appropriate

8.4 Use of AI-Generated Content

Once you accept and save AI-Generated Content to your Handbook under an active plan, it becomes part of your Content under Section 7, and you may use, modify, and distribute it for your Organisation's own internal HR purposes. This permission is for internal use only. It does not entitle you to generate Content on behalf of, or for resale, redistribution, or licensing to, any third party or other organisation, and it is subject to the anti-circumvention provisions in Sections 5.5 and 10.

8.5 Chatbot Limitations

The Handbook Chatbot helps employees find information in your published Handbook. It:

• Provides information based only on your published policies
• Cannot advise on specific employee situations
• Should not be relied upon for HR decisions
• Will direct users to HR for matters requiring human judgment

9. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms:

• For its intended purpose
• In compliance with applicable law
• Respecting the rights of others
• Maintaining the security of your Account
• Reporting any security vulnerability or abuse to us

We may set and enforce reasonable usage limits, including rate limits and caps on Generation Operations, on any plan.

10. Prohibited Uses

You must not use the Service to:

• Violate any applicable law or regulation
• Infringe the intellectual property or other rights of others
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorised access to the Service or other systems
• Interfere with or disrupt the Service or its servers
• Scrape, crawl, or use automated means to access the Service or to bulk-generate or extract Content without our written permission
• Reverse engineer, decompile, or disassemble the Service
• Resell, redistribute, sublicence, or provide the Service, or Content generated using it, to any third party
• Use the Service, trials, or successive Subscriptions to extract Content while avoiding a Subscription commensurate with your use (see Section 5.5)
• Use the Service to build or train a competing product or model
• Circumvent or attempt to circumvent usage limits, metering, trial limits, or access controls
• Share Account credentials, or multiply Generation capacity across Accounts or Users beyond your plan
• Impersonate others or provide false information
• Upload content that is defamatory, discriminatory, or hateful
• Use the chatbot to provide HR advice beyond policy information

We may suspend or terminate access for any breach of this Section without refund.

11. Intellectual Property

11.1 Our Intellectual Property

The Service, including its design, features, functionality, code, documentation, models, and all related intellectual property, is owned by Elevyn and protected by law. Nothing in these Terms grants you any right to use our trademarks, logos, or brand assets without our prior written consent.

11.2 Licence to Use the Service

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your Organisation's internal business purposes only, for the duration of your plan.

11.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use them to improve the Service, without compensation to you.

11.4 Policy Templates

Policy templates and sample content provided by the Service are licensed for use within your Organisation only. You may not redistribute, resell, or sublicence them outside your Organisation.

12. Third-Party Services

The Service integrates with or relies on third-party services, including:

• Microsoft Azure (cloud hosting)
• Azure OpenAI Service (AI processing)
• Stripe (payment processing)
• Clerk (authentication)

Your use of these is subject to their respective terms and privacy policies. We are not responsible for the availability, accuracy, or practices of third-party services, but we remain responsible for our processors as set out in Section 13.

13. Data Protection

We process personal data in accordance with UK GDPR and the Data Protection Act 2018, and our Privacy Policy is incorporated into these Terms by reference.

13.1 Roles

Where you upload personal data relating to your employees or others, you are the controller and we act as your processor.

13.2 Processing Terms

As your processor, we will:

• Process personal data only on your documented instructions, including these Terms and your use of the Service
• Ensure persons authorised to process it are subject to confidentiality
• Implement appropriate technical and organisational security measures
• Engage sub-processors only under written terms imposing equivalent obligations, and remain responsible for them
• Assist you, taking account of the nature of processing, with data subject requests and with your obligations on security, breach notification, and impact assessments
• Notify you without undue delay on becoming aware of a personal data breach
• On termination, delete or return personal data at your choice, save where retention is required by law

We make available the information necessary to demonstrate compliance and allow for audits in accordance with our Data Processing Schedule.

13.3 Sub-Processors and Location

A current list of sub-processors and processing locations is available on request or as published. Personal data is stored in the UK and EU. We will give notice of intended changes to sub-processors and a reasonable opportunity to object.

13.4 Data Processing Schedule

The full processing terms required by Article 28 UK GDPR are set out in our Data Processing Schedule, which forms part of these Terms for all customers acting as controllers. Where that Schedule conflicts with the body of these Terms in respect of personal data, the Schedule prevails.

14. Service Availability

14.1 Availability

We strive to maintain high availability but do not guarantee uninterrupted access. The Service may be unavailable due to:

• Scheduled maintenance (for which we aim to give advance notice)
• Emergency maintenance or security updates
• Factors outside our control
• Force majeure events

14.2 Modifications

We may modify, update, or discontinue features at any time, and will give reasonable notice of changes that materially reduce core functionality. We are not liable for any modification, suspension, or discontinuation of the Service, except as set out in Section 18.4.

14.3 Support

Support is provided according to your plan. Response times and channels vary by plan. Enterprise customers may agree specific service levels in writing.

15. Disclaimers

15.1 "As Is" Basis

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15.2 No Legal Advice

THE SERVICE PROVIDES GENERAL COMPLIANCE GUIDANCE AND TOOLS. IT DOES NOT CONSTITUTE LEGAL ADVICE. ELEVYN IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL SERVICES. FOR LEGAL ADVICE, CONSULT A QUALIFIED SOLICITOR OR EMPLOYMENT LAWYER.

15.3 AI Limitations

WE DO NOT WARRANT THAT AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR YOUR PURPOSES. AI SYSTEMS MAY PRODUCE ERRORS OR HALLUCINATIONS. YOU ARE RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI-GENERATED CONTENT BEFORE RELYING ON IT.

15.4 Compliance

WE DO NOT GUARANTEE THAT USE OF THE SERVICE WILL MAKE YOU COMPLIANT WITH ANY SPECIFIC LAW OR REGULATION. COMPLIANCE DEPENDS ON FACTORS SPECIFIC TO YOUR ORGANISATION.

16. Limitation of Liability

16.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELEVYN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR REPUTATION, COSTS OF SUBSTITUTE SERVICES, EMPLOYMENT TRIBUNAL CLAIMS OR LEGAL COSTS, OR REGULATORY FINES OR PENALTIES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY.

16.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE IN ANY 12-MONTH PERIOD SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) £100.

16.3 Reliance on Output

WITHOUT LIMITING THE ABOVE, WE ARE NOT LIABLE FOR ANY LOSS ARISING FROM YOUR USE OF, OR RELIANCE ON, AI-GENERATED CONTENT THAT YOU HAVE NOT INDEPENDENTLY REVIEWED AND VERIFIED.

16.4 Exceptions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited by law

16.5 Basis of the Bargain

You acknowledge that the limitations in this Section are an essential element of the agreement and that we would not provide the Service without them.

17. Indemnification

You agree to indemnify and hold harmless Elevyn, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Service
• Your Content
• Your breach of these Terms
• Your violation of any law or third-party right
• Any claim by your employees or other third parties relating to your HR policies or your use of AI-Generated Content

We will notify you of any claim subject to indemnification without undue delay, allow you to control the defence and settlement (provided any settlement that imposes obligations on us requires 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 at any time by cancelling your Subscription through your Account settings or contacting us at support@bounda.co.uk. Cancellation takes effect under Section 6.7.

18.2 Suspension

We may suspend your access immediately, in whole or in part, where we reasonably believe there is a security risk, unlawful use, non-payment, or breach of Sections 5.5, 9, or 10, or pending investigation of suspected abuse. Suspension is not termination, and we will restore access promptly once the cause is resolved.

18.3 Termination by Us

We may terminate your access immediately if you materially breach these Terms, if required by law, or for non-payment after the period in Section 6.4, and on 30 days' notice for any reason.

18.4 Effect of Termination

On termination, your right to use the Service ends. You may export Content you are entitled to export before termination takes effect. We will retain your Content for 30 days and then delete it, save where retention is required by law. Provisions that by their nature should survive will survive, including Sections 5.5, 7, 8.4, 11, 13, 15, 16, 17, and 20.

18.5 Refunds on Termination

If we terminate your Account for any reason other than your breach, we will provide a prorated refund for the unused portion of your Subscription Term. No refund is provided where termination results from your breach.

19. Changes to Terms

We may update these Terms from time to time. When we make changes, we will update the "Last updated" date, and for material changes we will notify you by email or prominent in-Service notice at least 30 days before they take effect. Your continued use of the Service after changes take effect constitutes acceptance. If you do not agree, you must stop using the Service and cancel your Subscription before the changes take effect.

20. General Provisions

20.1 Governing Law

These Terms are governed by the laws of England and Wales, and disputes are subject to the exclusive jurisdiction of the courts of England and Wales.

20.2 Dispute Resolution

Before initiating proceedings, you agree to contact us at support@bounda.co.uk to attempt to resolve the dispute informally. We will attempt to resolve disputes within 30 days. This Section does not prevent either party from seeking urgent injunctive relief.

20.3 Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Schedule, and any order form or plan-specific terms, constitute the entire agreement between you and Elevyn regarding the Service and supersede all prior agreements and understandings.

20.4 Severability

If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

20.5 Waiver

Our failure to enforce any right or provision is not a waiver of it.

20.6 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations to a successor in connection with a merger, acquisition, or sale of assets, on notice to you.

20.7 No Third-Party Beneficiaries

These Terms do not create third-party beneficiary rights. Your employees have no rights under these Terms.

20.8 Force Majeure

We are not liable for any failure or delay due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, government action, internet outages, or third-party service failures.

20.9 Notices

We may send notices to the email address on your Account or by posting in the Service. You may send notices to us at:

20.10 Headings

Headings are for convenience only and do not affect interpretation.