Legal

Terms and Conditions

Last updated 23 April 2026

REZONANT TERMS AND CONDITIONS

These terms and conditions, order form (where applicable), and any other terms and policies referred to herein, form the agreement between PORTIA AI LTD, a company incorporated in England whose registered office is at Portia Ai Ltd, 124 City Road, London, England, EC1V 2NX ("Supplier") and the user ("Customer"), collectively referred to as the Parties or each a Party, (the "Agreement").

The Supplier owns and holds the relevant rights to the Platform and has agreed to grant a licence to the Customer to use the Supplier's Services in its business operations.

By accessing and/or using the Services the Customer warrants to the Supplier that it has reviewed this Agreement and agrees to the Services in accordance with this Agreement.

Agreed Terms

Definitions and Interpretation
1. AI: artificial intelligence.
2. Authorised Users: where an order form exists, those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in clause 6.
3. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
4. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.
5. Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
6. Data Protection Laws: all relevant data protection laws, regulations and rules which may apply to the Parties, including but not limited to the UK Data Protection Act 2018, the General Data Protection Regulation 2016/679, and the Privacy and Electronic Communications (EC Directive) Regulations 2003. "Personal Data" and "Personal Sensitive Data" shall mean as defined within the Data Protection Laws.
7. Effective Date: means, where an Order Form exists, the date agreed by the parties for the Services to start and as shown on the Order Form.
8. Initial Term: the initial term (if any) of this Agreement as set out in the Order Form.
9. Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
10. Order Form: means, where applicable, the form setting out the details of the commercial terms applicable to the Services and any additional or special terms agreed between the Parties.
11. Platform: the online software platform provided by the Supplier as part of the Services through the Supplier's website at https://www.rezonant.app/ and any other technology platform through which the Services are provided.
12. Renewal Period: the period described in clause 14.1.
13. Service(s): means the services provided by the Supplier to the Customer as set out in clause 3 of this Agreement and, where applicable, the Order Form.
14. Special Terms: means any terms that may be set out or referred to in an Order Form and/or that may be attached to this Agreement, and which may modify or supplement this Agreement.
15. Term: has the meaning given in clause 14.2 (being the Initial Term together with any subsequent Renewal Terms) and as set out in the Order Form.
16. Subscription Fees: the subscription fees payable by the Customer to the Supplier for the Services, as set out in Order Form or, where no Order Form applies, as specified on the Supplier's website.
17. User Subscriptions: where an Order Form exists, the user subscriptions purchased by the Customer pursuant to clause 6 which entitle Authorised Users to access and use the Services in accordance with this Agreement.
18. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Interpretation
1. Where the Customer has entered into an Order Form, in the event of any inconsistency or conflict between the provisions of this Agreement and any Order Form, the Order Form shall take precedence in respect of that conflicting provision.
Services
1. The Supplier shall, during the Term, provide the Platform to the Customer on and subject to the terms of this Agreement.
2. The Customer may use the Platform only as needed to access the Services for its internal business purposes or personal use, and always in accordance with this Agreement.
3. The Platform is provided over the internet, and as such, the quality and availability of such may be affected by factors beyond the Supplier's reasonable control, including but not limited to network interruptions, third-party service failures, or other unforeseen technical issues. The Supplier shall use commercially reasonable endeavours to make the Platform is available 24 hours a day, seven days a week, except for:
  1. product development-related changes;
  2. any planned maintenance; and
  3. unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer reasonable notice in advance.
Supplier's obligations
1. The Supplier shall perform the Services with reasonable skill and care.
2. The Supplier uses AI as part of its Services. While the Supplier shall comply with clause 4.1, it does not provide any warranties as to the content that the AI produces. The Customer acknowledges and agrees that they are solely responsible for reviewing, verifying, and assessing the output before relying on or using it for any purpose.
3. The Supplier shall not be liable for any non-conformance which is caused by use of the Platform contrary to the Supplier's instructions, or modification or alteration of the Platform by any party other than the Supplier or the Supplier's duly authorised contractors or agents. The Platform may contain errors whilst it is in a development stage. If the Platform does not conform with the terms of clause 4.1, the Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 4.1.
4. The Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5. The Supplier shall implement appropriate technical and organisational measures to ensure the security, confidentiality and integrity of the data processed by the Platform and shall comply with the Data Protection Laws.
6. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
Customer's obligations
1. The Customer shall:
  1. provide the Supplier with all necessary co-operation and access to such information in relation to this Agreement in order to provide the Services;
  2. where the Customer has entered into an Order Form, ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
  3. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
  4. be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
2. The Customer acknowledges and understands that:
  1. it shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data; and that
  2. the Platform includes an AI system and certain features of the Services involve interaction with, and the generation of outputs by, AI. Accordingly, the Customer shall exercise independent judgment in evaluating the reliability, accuracy and appropriateness of any outputs, and the work produced or refined using the Platform.
3. The Customer shall not:
  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform's in any form or media or by any means;
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer any part of the Platform;
    3. access all or any part of the Platform in in order to build a product or service which competes with the Services;
    4. as expressly permitted under the Order Form and this Agreement, licence, sublicense, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit;
    5. where the Customer enters into an Order Form, make the Services available to any third party except the Authorised Users;
    6. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as allowed under this Agreement; or
    7. introduce or permit the introduction of any Virus into the Platform or the Supplier's network and information systems.
4. The rights provided under this Agreement are granted to the Customer only, and where the Customer has entered into an Order Form, shall not be considered granted to any subsidiary or holding company of the Customer.
User subscriptions (only for Customers with an Order Form)
1. Subject to the Customer purchasing the User Subscriptions in accordance with this Agreement and the Order Form, the restrictions set out in clause 5, and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence to permit the Authorised Users to use the Services during the Term.
2. In relation to the Authorised Users, the Customer undertakes that:
  1. the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time; and
  2. it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User.
Credits
1. The Supplier may offer a free tier of the Services to individual users and businesses, which shall be subject to limited functionality and usage restrictions as determined by the Supplier from time to time. The Customer shall be provided with at least 30 days' notice of any changes to such functionalities and restrictions.
2. Any credits allocated under the free tier must be used within the applicable period and shall not roll over. Unused credits shall expire automatically.
3. The Supplier may offer paid subscription tiers. Credits allocated under a paid subscription tier may roll over once to the following billing period. Any rolled-over credits must be used within 30 days of the start of the next billing period, after which they shall expire automatically.
4. Under the paid subscription tiers, Customers are permitted to purchase additional credits on top of the allowance of credits permitted for that month.
5. The amount of credits on both the free tier and paid tiers will limit the usage of the Services.
Fees and payment

Customers with an Order Form
1. Customer shall order the Services pursuant to the Order Form. All Services acquired by Customer shall be governed exclusively by this Agreement and the applicable Order Form.
2. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 8.
3. The Subscription Fees shall be exclusive of any Value Added Tax (VAT) which may be payable in connection with the supply of the Services by the Customer. Unless otherwise specified in the invoice, all amounts payable by the Customer excludes amounts in respect of VAT.
4. Payments are due as specified in the Order Form. If the Customer fails to pay any amount due pursuant to the Order Form, the Supplier may, without prejudice to any other rights or remedies:
  1. charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate, accruing daily; and
  2. suspend access to any part of the Services, and revoke any licences granted under this Agreement, until such time as full payment is received.
All other Customers
1. Where the Customer has not entered into an Order Form with the Supplier, the Subscription Fees shall be paid by automatic monthly recurring payments using the Customer's chosen payment method. If a payment is not successfully processed, the Supplier may retry the payment and/or suspend access to the Services until payment is received. If payment remains outstanding, the Supplier may terminate the Customer's access to the Services.
2. The Supplier shall be entitled to increase the Subscription Fees at the start of each Renewal Term upon 90 days' prior notice to the Customer. If the Customer does not agree to such increase, it shall be entitled to cease use of the Services.
Intellectual proprietary rights
1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Platform. The Customer is granted a non-exclusive, non-transferable licence to use the Platform solely in accordance with the terms of this Agreement. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform and/ or Services.
2. The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
3. The Customer shall retain ownership of all intellectual property rights in the data or information inputted into the Supplier's Platform as well as the output generated from such input.
4. The Supplier shall not be liable for any third party claims or disputes relating to the Customer's input or output data in the Platform. The Customer assumes full responsibility for ensuring that their use of the input and output data does not infringe upon third party intellectual property rights.
Data protection
1. Both Parties shall comply with its obligations under the Data Protection Laws and the Supplier's Privacy Policy.
2. The Supplier shall only process Personal Data as necessary to provide the Services in accordance with this Agreement and the Customer's instructions.
3. The Supplier shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, to protect any personal data from unauthorised access, accidental loss, destruction, or damage.
4. The Customer acknowledges and agrees that any data provided by the Customer to the Supplier in connection with the provision of the Services will be processed by the Supplier and its sub-processors in accordance with applicable Data Protection Laws.
5. Where the Customer chooses to input Personal Data as part of the Customer Data, the Customer shall act as Data Controller in respect of such Personal Data and warrants that it has obtained all necessary rights, authorisations and a valid lawful basis under the Data Protection Laws to process such Personal Data. The Customer shall be responsible for, and shall hold the Supplier harmless from and against any loss, claim or liability arising from the Customer's failure to comply with this warranty.
6. The Supplier may transfer data outside of the EEA to its subprocessors for the purposes of providing the Services. In such cases that Supplier shall ensure that appropriate safeguards are in place in accordance with applicable Data Protection Laws.
Confidential information
1. Each Party shall keep confidential any confidential information of the other Party and shall not disclose such information to any third party except (where applicable):
  1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party's confidential information comply with this clause 11.2;
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;
  3. If the information was already known or available to the receiving Party otherwise than through a breach of any confidentiality obligation owed to the disclosing Party;
  4. If the information is or becomes in the public domain other than through any breach of this Agreement; and
  5. If the information is disclosed to the recipient without any obligation of confidence to the disclosing party by a third party who is not itself under or in breach of any obligation of confidentiality.
2. No Party shall use any other Party's confidential information for any purpose other than to perform its obligations under this Agreement.
3. The Supplier warrants that:
  1. the Customer's confidential information, including but not limited to customer-specific data or materials, shall not be disclosed to any third party.
  2. it shall not use such information for the purposes of training AI models.
4. The Supplier shall exercise reasonable care to prevent cyberattacks through the use of encryption, security protocols, and other safeguards designed to protect the Customer's confidential information. However, in the event of a cyberattack or security breach, the Supplier's liability shall be limited to pursuant to clause 13.
5. Nothing in this clause 11 shall override the Parties' obligations under the Data Protection Laws.
6. The Customer may make a public reference to the fact that it is using the Services. The Supplier may publicly reference the Customer's use of the Supplier's Services subject to the prior written approval of the Customer and pursuant to any confidentiality obligations set out in this Agreement. Any reference made by one Party shall not bring the other Party into disrepute or damage its reputation.
Indemnity
1. The Customer shall indemnify and hold the Supplier harmless against any claims, actions, losses, or costs (including court fees and reasonable legal expenses) arising from the Customer's use of the Services and otherwise any breach of the terms of this Agreement, provided that:
  1. the Customer is promptly notified of the claim;
  2. the Supplier provides reasonable cooperation at the Customer's expense; and;
  3. the Customer has sole authority to defend or settle the claim.
2. Subject to clause 13, the Supplier shall indemnify the Customer against any claims that the use of the Platform infringes any UK intellectual property rights, provided that:
  1. the Supplier is promptly notified of the claim;
  2. the Customer does not admit liability or settle the claim and provides reasonable cooperation at the Supplier's expense; and
  3. the Supplier has sole authority to defend or settle the claim.
Limitation of Liability
1. Except as expressly stated in this Agreement:
  1. the Customer assumes full responsibility for results obtained from using the Services, and for any conclusions drawn from such use. The Supplier is not liable for damage caused by errors or omissions in Customer Data, or actions taken at the Customer's direction.
  2. all implied warranties, conditions, and terms are excluded to the fullest extent permitted by law.
  3. the Services are provided on an "as is" basis.
2. The Supplier's liability is not excluded for death or personal injury caused by the Supplier's negligence or fraud or fraudulent misrepresentation.
3. The Supplier is not liable for any loss of profits, business, wasted expenditure, goodwill, data, or any special, indirect, or consequential loss.
4. The Supplier's total liability shall be limited to the total Subscription Fees paid by the Customer in the twelve (12) months preceding the claim.
5. Liability under this clause includes all forms of liability, including contract, tort, negligence, misrepresentation, and restitution.
Term and Termination

Customers with an Order Form
1. Where the Customer has entered into an Order Form, this Agreement shall start on the Effective Date and shall continue for the Initial Term as set out in the Order Form and, thereafter, this Agreement may be renewed for successive periods (each a Renewal Period) upon mutual agreement between the Parties.
2. The Initial Term together with any subsequent Renewal Periods shall constitute the Term.
3. Either Party can terminate this Agreement:
  1. upon at least 30 days' written notice before the end of the Initial Term and any Renewal Terms, otherwise this Agreement shall automatically renew; and/or
  2. otherwise in accordance with the Order Form, which shall prevail.
4. Notwithstanding clause 14.3, if a Party materially breaches the terms of this Agreement, the other Party can terminate the Agreement immediately. If either Party is dissolved, ceases conduct of all of its business, is unable to pay its debts, or becomes insolvent, the Agreement will be terminated.
All other Customers
1. Where the Customer has not entered into an Order Form, this Agreement shall commence when the Customer first accesses the Services and shall continue on a rolling subscription basis until terminated.
2. The Customer may terminate this Agreement at any time by closing their account through the Platform. Termination shall take effect at the end of the current billing period.
3. On termination of this Agreement for any reason:
  1. all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services; and
  2. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
General
1. Force majeure
  
  Neither Party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two weeks, the Party not affected may terminate this Agreement by giving 2 days written notice to the affected Party.
2. Variation
  
  The Supplier reserves the right to vary this Agreement at any time. The Supplier shall provide the Customer with at least 30 days' notice of any material changes via email or a notice on the Platform. If the Customer finds such changes unacceptable, they must stop using the Services. Continued use of the Services after the notice period expires shall be deemed as express acceptance of the updated terms.
3. Waiver
  1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
    1. waive that or any other right or remedy; or
    2. prevent or restrict the further exercise of that or any other right or remedy.
4. Rights and remedies
  
  Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
5. Entire agreement
  1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
  2. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
6. Assignment
  1. Save as provided in clauses 15.6.2 and 15.6.3, neither Party may subcontract, assign, transfer, novate, grant any trust over, or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other Party, such request not to be unreasonably withheld or delayed.
  2. Notwithstanding clause 15.6.1, either Party may assign, transfer, novate, grant any trust over, or otherwise deal with its rights and obligations under this Agreement, in part or in full, without the prior written consent of the other Party to an acquirer of assets or a successor by merger.
  3. The Supplier shall be entitled to subcontract its non-material obligations under this Agreement to any third party or engage third party agents or subcontractors without obtaining the Customer's prior consent.
7. No partnership or agency
  
  Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
8. Third party rights
  
  This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
9. Notices
  1. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the registered address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
  2. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
10. Governing Law
  
  This Agreement is to be governed by and construed in accordance with English law.
11. Dispute Resolution
  
  In the event of any dispute or claim, the Parties shall first attempt to resolve the matter through good faith negotiations. Should those negotiations fail, the Parties agree that the courts of England and Wales will have exclusive jurisdiction over any disputes.

If you have any questions or require further information regarding this Agreement, please contact the Supplier at legal@rezonant.app.