Terms of Service — Yone IT Ltd

1. Parties and Agreement

These Terms of Service ("Agreement") constitute a legally binding contract between Yone IT Ltd ("Provider", "we", "us", "our"), a company registered in England and Wales (Company No. 13073396), registered office at 60 Cookridge Drive, LS16 7HW Leeds, United Kingdom, and the entity subscribing to the Service ("Customer", "you").

By creating an account, placing an order, or using the Service, you confirm that you have read, understood, and agree to be bound by this Agreement, and that the individual accepting it has authority to bind the Customer.

Where Stripe acts as merchant of record under Clause 6, Stripe is the seller of record for the payment transaction only. This Agreement continues to govern your use of the Service, and Yone IT Ltd remains the supplier of the Service.

2. Who May Subscribe

In plain English. Anyone can subscribe — a company, an organisation, or an individual. If you subscribe as a business, you're responsible for giving us accurate tax and registration details and for your own regulatory compliance. If you subscribe as an individual consumer, you keep all your statutory consumer rights, and some clauses below apply differently to you.

2.1 Open to businesses and individuals

The Service is available to companies, partnerships, other organisations, and to individuals.

2.2 You must tell us which you are

When you subscribe you must select whether you are contracting as a Business Customer or an Individual Customer, and keep that status accurate.

• A Business Customer is any entity, or any individual (including a sole trader, freelancer or self-employed professional), subscribing for purposes relating wholly or mainly to a trade, business, craft or profession.
• An Individual Customer is an individual subscribing wholly or mainly for purposes outside any trade, business, craft or profession — that is, a consumer.

Note that a sole trader or freelancer using the Service for their work is a Business Customer, not a consumer, even though they are an individual.

2.3 Business Customers — your responsibilities

If you subscribe as a Business Customer, you represent, warrant and undertake that:

• you are subscribing for business purposes;
• where you are an entity, you are validly incorporated, registered or otherwise lawfully established, and the individual accepting this Agreement has authority to bind you;
• you will provide complete and accurate registration, tax and compliance information, including the VAT registration number and evidence of business status required under Clause 6.1 where applicable, and will keep it up to date and notify us promptly of any change;
• you are responsible for your own compliance obligations arising from your use of the Service, including tax, accounting, sectoral, licensing and data protection obligations in your jurisdiction; and
• you accept responsibility for any assessment, interest, penalty, or loss arising from information you give us that is inaccurate, incomplete or out of date.

We may rely on the information you provide without independent verification, and may validate it against public registers.

2.4 Individual Customers — your rights are preserved

If you subscribe as an Individual Customer (a consumer), nothing in this Agreement removes or limits your statutory consumer rights, which cannot be excluded by contract. In particular:

• your statutory right to cancel within 14 days is set out in Clause 10.3;
• the disclaimers in Clause 13 and the limitations in Clause 14 apply to you only to the extent permitted by consumer law, and your statutory rights in respect of the quality and conformity of digital services are unaffected;
• the governing law and jurisdiction provisions in Clause 23 apply to you subject to Clause 23.3;
• prices shown to you include applicable VAT or sales tax where required by law.

Where any provision of this Agreement conflicts with a mandatory consumer protection applicable to you, that protection prevails and the provision applies only so far as it lawfully can.

2.5 Misdeclared status

If you subscribe as an Individual Customer but are in fact acting for business purposes, you are treated as a Business Customer and the consumer-specific provisions do not apply to you.

If you subscribe as a Business Customer but are in fact a consumer, your statutory rights still apply, but you remain responsible for any consequence of the incorrect information you gave us, including tax treatment applied on the basis of it.

We may suspend or terminate an account where we reasonably believe the declared status has been misrepresented.

3. The Service

We provide access to our software platform on a subscription basis ("the Service"). The Service is provided over the internet as a software-as-a-service (SaaS) solution. You access the Service via a web browser or authorised client and do not receive a copy of the underlying software.

The Service is provided on a commercially reasonable endeavours basis. We do not offer a service level agreement, uptime commitment, support response time commitment, or service credits unless expressly agreed with you in a separate signed written agreement.

4. Account Registration

To use the Service you must register for an account. You agree to:

• Provide accurate, current and complete registration and billing information, and keep it up to date
• Keep your login credentials confidential and not share them with third parties
• Notify us immediately of any unauthorised use of your account
• Be responsible for all activity that occurs under your account, including activity by your users
• Ensure your users comply with this Agreement

5. Subscription Term, Renewal and Currency

5.1 Monthly term, paid in advance

Subscriptions run for rolling monthly terms. The full monthly fee is payable in advance at the start of each monthly term. Your first payment is taken when you subscribe; the date of that first payment sets your Renewal Date for each subsequent month.

Your subscription renews automatically on each Renewal Date for a further monthly term, and the applicable fee is charged automatically, unless cancelled in accordance with Clause 10.

Where a Renewal Date does not exist in a given month (for example the 31st), the Renewal Date for that month is the last day of that month.

5.2 Fees are non-refundable

Except where expressly stated in this Agreement or required by mandatory applicable law, all fees are non-refundable, including where the Service is cancelled, suspended for breach, or not used during a paid term. We do not provide partial-month or pro-rata refunds.

The exhaustive list of circumstances in which a refund is given is:

No refund is given for unused time in a paid term, unused Tokens, cancellation under Clause 10.1, suspension or termination for breach, or dissatisfaction with AI-generated output.

Where Stripe is merchant of record under Clause 6.3, refunds are processed through Stripe.

5.3 Billing currency

Our reference currency is Pounds Sterling (GBP). Your billing currency is determined by the country of your billing address at the time you subscribe:

Prices in GBP and EUR are set independently and are not currency conversions of one another; they may differ in value. We do not price-match across currencies.

If you are billing from outside the UK and EU/EEA, at checkout you may choose to pay either in your local currency, or in GBP (our reference currency). Whichever you choose applies for the life of the subscription, including at each Renewal Date. To change this choice you must cancel and re-subscribe, in which case the then-current price applies. If your billing country changes, we may move you to the corresponding currency or choice at your next Renewal Date on notice.

If you choose to pay in your local currency, the amount charged is calculated using a prevailing market exchange rate at the time of each charge, including at each Renewal Date, and may therefore vary from one billing period to the next. This exchange rate includes a conversion margin of approximately 2-4% charged by our payment processor. Amounts charged in GBP or EUR are fixed prices and are not affected by exchange rate movements.

Any conversion, cross-border, or foreign transaction fee charged by your bank or card issuer, and any conversion margin included in the exchange rate when you choose to pay in your local currency, is your responsibility.

5.4 Price changes

We may change our prices on 30 days' written notice, or with effect from your subscription's yearly anniversary date. Price changes take effect from the first Renewal Date falling after the notice period expires. If you do not accept a price change, your remedy is to cancel under Clause 10 before that Renewal Date.

5.5 Failed payment

If a payment fails, we may retry it, and we may suspend or restrict access to the Service (including AI Features) until payment is received. If payment remains outstanding for [14] days after the Renewal Date, we may terminate the subscription and delete the account in accordance with Clause 11.

6. Billing, Merchant of Record and Tax

Two different billing arrangements apply depending on where your business is established.

6.1 Business Customers established in the United Kingdom or the EU/EEA

If you are a Business Customer established in the United Kingdom or in an EU/EEA member state:

• Yone IT Ltd is the seller and merchant of record. You contract and pay directly with Yone IT Ltd, and Yone IT Ltd issues the invoice.
• You must provide, before or at the point of subscribing: (a) a valid VAT registration number for your jurisdiction, and (b) reasonable evidence of your business status, such as a company registration number, certificate of incorporation, or equivalent business registration document.
• We may validate your VAT number against [VIES / HMRC] and other public registers. We may re-validate at any time.
• If a valid VAT number and proof of business are not provided, or if validation fails, we may decline your subscription, suspend access, or charge VAT at the applicable rate until valid details are supplied. Amounts already charged are not refundable on the basis of a VAT number supplied later.
• UK customers: UK VAT is charged at the applicable rate where Yone IT Ltd is VAT-registered. (GB511941512)
• EU/EEA customers: where you provide a valid VAT number, the supply is treated as a reverse charge B2B supply and you are responsible for accounting for VAT in your own member state. The invoice will be marked accordingly.
• You are responsible for the accuracy of the tax details you provide and for any assessment, interest or penalty arising from inaccurate details.

6.2 Individual Customers in the United Kingdom or the EU/EEA

If you are an Individual Customer (consumer) in the United Kingdom or an EU/EEA member state, no VAT number or proof of business is required. VAT is charged at the rate applicable in your country of residence and is included in the price shown to you. Stripe is acting as Merchant of Record

6.3 Customers established elsewhere (rest of world)

If you are established outside the UK and the EU/EEA:

• Stripe acts as merchant of record. Stripe (or the relevant Stripe group entity) is the seller of record for the transaction, takes the payment, and issues the invoice or receipt.
• Your payment transaction is additionally governed by Stripe's applicable terms and privacy notice.
• Stripe is responsible for calculating, collecting and remitting applicable sales tax, VAT, GST and equivalent indirect taxes on that transaction.
• Refunds, chargebacks, disputes and payment-related enquiries for those transactions are handled through Stripe in accordance with Stripe's processes; the refund position in Clause 5.2 continues to apply as between you and us.
• Yone IT Ltd remains the supplier of the Service and this Agreement continues to govern your use of it.

6.4 Taxes generally

For Business Customers, unless the invoice expressly states otherwise, all fees are exclusive of VAT, sales tax, GST, withholding tax and any other tax or duty, which are added or accounted for as applicable. For Individual Customers, prices displayed include applicable VAT or sales tax where the law requires inclusive pricing. If you are required by law to withhold any amount from a payment to us, you must gross up the payment so that we receive the full amount that would have been received had no withholding applied.

6.5 Invoices and disputes

Invoices are issued electronically. You must notify us in writing of any disputed invoice within [15] days of its date, giving reasons; undisputed amounts remain payable. We may charge interest on overdue amounts at [4]% per annum above the Bank of England base rate, accruing daily.

7. Changes to Your Subscription (Upgrades, Add-Ons, Downgrades)

Where you amend your subscription during a monthly term, the following applies. In this Clause, "Base Plan" means your core subscription tier; "Token Add-On" means a recurring monthly AI token allowance purchased in addition to the Base Plan; "One-Off Token Pack" means a single, non-recurring purchase of AI tokens; and "Feature Add-On" means any other recurring paid module, feature or seat-based entitlement.

7.1 Token Add-Ons — full price, full allowance, no pro-rating

If you add a Token Add-On at any point during a monthly term:

• you are charged the full monthly price for that Token Add-On immediately, regardless of the date within the term on which it is added;
• you receive the full monthly token allowance for that Token Add-On immediately on successful payment;
• the charge is not pro-rated in either direction, and no credit or refund is given for the unused part of the term;
• the Token Add-On then recurs at full price on each Renewal Date until cancelled.

7.2 One-Off Token Packs — single purchase, full amount on payment

In plain English. A one-off pack is a single purchase, not a subscription. You pay once, the full amount lands in your account as soon as the payment clears, and nothing recurs. It sits in its own balance and is used only after your monthly tokens are gone.

You may purchase a One-Off Token Pack at any point during a monthly term. Where you do:

• you are charged the full price of the pack immediately, as a single payment;
• the full token amount is credited to your account on successful payment, in a separate One-Off Balance;
• the purchase does not recur, does not renew, and does not change your Base Plan, Renewal Date or monthly allowance;
• the charge is not pro-rated, and the date within the term on which you buy makes no difference to the price or the amount credited;
• you may purchase One-Off Token Packs as often as you wish, and balances accumulate.

A One-Off Token Pack is not a Token Add-On. It carries no recurring charge and is not cancelled by cancelling a subscription item — but see Clause 8.6 for what happens to the balance on termination.

7.3 Feature Add-Ons and Base Plan upgrades — pro-rata now, access on payment

If you add a Feature Add-On, or upgrade your Base Plan, during a monthly term:

• you are charged immediately, pro-rated for the remaining days of the current monthly term (calculated on a daily basis from the date of the change to the next Renewal Date, and for a Base Plan upgrade, on the difference in price between the tiers);
• access is granted on successful payment, not on request. If payment fails, the change does not take effect;
• from the next Renewal Date, the full monthly price applies and is billed as part of your normal renewal.

Where a Base Plan upgrade changes your Base Plan token allowance, the increased allowance applies from the next Renewal Date, unless we state otherwise at the point of purchase.

7.4 Downgrades and removals

Downgrades of the Base Plan, and the removal or cancellation of any Token Add-On or Feature Add-On, take effect at the next Renewal Date. You retain access to the downgraded or removed item until then. No refund or credit is given for the remainder of the current term.

Downgrading may reduce your Base Plan token allowance and therefore reduce your carry-over cap under Clause 8. Any carried-over tokens above the new cap are forfeited at the Renewal Date on which the downgrade takes effect.

7.5 General

All amendments are charged in your existing billing currency and, where applicable, through the same billing route under Clause 6. Amendments do not extend or reset your Renewal Date.

8. AI Tokens — Allowances, Carry-Over and Normalisation

8.1 Monthly allowance

Your subscription includes a monthly allowance of AI tokens ("Tokens") as set out in your plan. The allowance is credited on each Renewal Date.

8.2 Carry-over

Unused Tokens carry over to the following month, subject to a cap: the carried-over balance may never exceed two (2) times your monthly Token allowance, where your monthly Token allowance means your Base Plan allowance plus any recurring Token Add-On allowances active that month.

• Any unused Tokens above that cap are forfeited on the Renewal Date and cannot be recovered.
• The multiplier is set by your Base Plan tier, and applies to your combined Base Plan and recurring Token Add-On allowance — it is not affected by which Token Add-On, if any, you purchased most recently.
• Where more than one carry-over balance would exist, the cap applies to the aggregate carried-over balance.
• One-Off Token Packs are outside this cap entirely. They sit in a separate One-Off Balance, are not subject to carry-over, and are not forfeited at a Renewal Date — see Clause 8.3.
• In practice this means the maximum Tokens available to you in any single month are: your Base Plan allowance, plus any Token Add-On allowances, plus a carried-over balance of up to two times that combined allowance.

8.3 One-Off Balance — expiry and treatment

Tokens in the One-Off Balance:

• do not expire at a Renewal Date and are not subject to the carry-over cap in Clause 8.2;
• do not otherwise expire while your subscription remains active;
• are unaffected by a Base Plan upgrade or downgrade;
• remain available while your subscription is active, and are forfeited on termination or expiry of the subscription in accordance with Clause 8.6 below.

8.4 Token normalisation

In plain English. Yone PI lets you use several different AI models, and they don't cost the same to run. So a "Token" is a Yone unit of account, not a raw model token. Each model has a multiplier — a cheap, fast model consumes fewer of your Tokens per word than a large reasoning model. Output normally costs more than input. The current multipliers are always published, and we tell you before we change them.

8.4.1 Tokens are a unit of account. A "Token" is Yone's internal unit for measuring AI usage. It is not identical to a token as counted by any underlying model provider. Your allowance, carry-over cap and One-Off Balance are all denominated in Yone Tokens.

8.4.2 Normalisation multipliers. The Service provides access to a range of AI models with materially different operating costs. Usage normalisation factors ("multipliers") are applied according to the model you use. Consumption for a request is calculated as:

Yone Tokens consumed = (input units × input multiplier) + (cached input units × cached input multiplier) + (output units × output multiplier)

Input and output are normalised separately, because output typically costs more to generate than input costs to process.

8.4.3 Current multipliers. The multipliers in force for models offered as part of your Base Plan or Token Add-On allowance are:

A dash (—) under Cached input × means prompt caching is not currently available for that model — all input for that model is normalised at the standard Input × rate. Which models support caching may change as the Service is updated; Clause 8.4.6 governs notice of such changes.

Where you access a model through your own BYOK (Bring Your Own Key) arrangement, you pay your model provider directly for that model's usage. Your BYOK arrangement may still involve Yone Token consumption at a normalisation rate covering Yone's own costs in building context for, and integrating the results of, that request into the Service. The applicable rate for BYOK usage is agreed individually as part of your BYOK arrangement and is not one of the published multipliers above.

8.4.4 Which multiplier applies. Consumption is calculated using the multipliers in force at the moment the request is made, and against the model actually used to serve it. Where the Service automatically routes a request to a different model — for example on failover, or where a requested model is unavailable — the multiplier for the model that actually served the request applies. Where practical, the interface indicates the model in use before you submit a request.

8.4.5 Visibility. Your current balance and recent consumption are available in the Service. We aim to make consumption visible before and after each request, but estimates shown before a request are indicative only, because output length cannot be known in advance.

8.4.6 Changes to multipliers. We may change the multipliers, add models, or withdraw models. Where a change increases the Tokens consumed for a given model, or withdraws a model, we will give at least [30] days' notice by email or in-platform notification, and the change takes effect at the first Renewal Date after that period. Reductions in multipliers, and additions of new models, may take effect immediately.

Changes to multipliers do not entitle you to a refund of Tokens already consumed. Tokens already credited to your account are unaffected in number, though their purchasing power in model usage may change. If you do not accept a notified increase, your remedy is to cancel under Clause 10 before it takes effect.

8.4.7 Shared capacity. Models offered as part of your Base Plan or Token Add-On allowance run on shared infrastructure — we do not reserve a dedicated capacity allocation per individual Customer or user. The table below shows the current total processing capacity (tokens per minute, "TPM") allocated to each Azure-hosted model, shared across all Customers using it:

Claude models are hosted directly by Anthropic rather than on the infrastructure above, and are subject to Anthropic's own capacity limits, which we do not control and cannot publish a specific figure for.

During periods of high demand across our customer base, requests to a given model may be delayed or, exceptionally, temporarily unavailable. If your organisation requires a dedicated, isolated deployment with guaranteed capacity, contact us to discuss a dedicated environment.

8.4.8 Default model substitution. Separately from the retry behaviour described above, if your organisation's configured AI model is unavailable or misconfigured, the Service may automatically substitute a platform-default model to continue serving requests, for background AI functions only. We do not commit to any specific model, provider, or data-processing location for this default, and may change it at any time without notice in order to maintain Service availability.

8.4.9 Service tiers. AI Features are provided at one of three tiers:

• Global — shared platform infrastructure and capacity, as described in Clause 8.4.7. This is the default tier for all Customers.
• Isolated deployment — a dedicated, isolated environment with guaranteed capacity, available on request and subject to a separate agreement. This is not a standing self-service feature.
• BYOK — your own model provider account and key, as described earlier in this Clause 8.4.

Unless you have separately agreed an Isolated deployment or BYOK arrangement, your use of AI Features is on the Global tier.

8.5 Caching

Where the underlying model provider supports it, we enable prompt caching to reduce the Tokens your requests consume. Cached input is normalised at the reduced "cached input" multiplier in the table above.

Caching depends on the provider, the model, the structure and size of the request, and how recently similar content was sent. We do not guarantee that caching will apply to any particular request, or that any particular level of saving will be achieved. No refund or credit is due where caching does not apply.

8.6 No cash value

Tokens have no cash value, are non-refundable, non-transferable, cannot be exchanged for credit, and cannot be sold, assigned or moved between accounts. All accrued and carried-over Tokens are forfeited immediately on termination, expiry or suspension of the subscription for any reason.

8.7 Changes to allowances and fair use

We may adjust plan allowances, carry-over caps and the definition of a Token on [30] days' notice. Changes to normalisation multipliers are governed by Clause 8.4.6. We may apply reasonable technical rate limits, and may throttle or suspend AI Features where usage is automated, abusive, or materially inconsistent with normal business use.

9. Acceptable Use

You must not use the Service:

• In violation of any applicable law or regulation, in your jurisdiction or ours
• To transmit or store unlawful, harmful, infringing, or fraudulent content
• To attempt to gain unauthorised access to any system or network
• In a way that disrupts, degrades, or overloads the Service
• To reverse-engineer, decompile, or extract the source code of the Service
• To benchmark the Service for a competing product, or to develop a competing product
• To resell, sublicense, or make the Service available to any third party except your authorised users
• To scrape, crawl or systematically extract data from the Service by automated means, other than through any API we provide

We reserve the right to suspend or terminate your access if you breach these restrictions, without liability to you and without refund.

10. Cancellation and Termination

10.1 Cancellation by you

You may cancel your subscription at any time before your next Renewal Date, either through the Support function in the platform or in writing to contact@yone.co.uk.

Cancellation takes effect at the Renewal Date immediately following your cancellation request. Until that Renewal Date:

• you retain full access to the Service for the term you have already paid for;
• no refund or credit is given for any unused portion of that term.

A cancellation request received on or after a Renewal Date, but after that renewal has been charged, takes effect at the following Renewal Date. That renewal charge is not refundable.

Cancellation of the Base Plan cancels all Token Add-Ons and Feature Add-Ons with effect from the same date.

10.2 Termination by us

We may terminate or suspend this Agreement and your access to the Service:

• immediately, if you materially breach this Agreement (including non-payment under Clause 5.5, or breach of Clause 9);
• immediately, if required to do so by law, regulation, sanctions, or an order of a competent authority;
• immediately, if you become insolvent, enter administration or liquidation, or suffer an equivalent event in your jurisdiction;
• on [60] days' written notice, for convenience or if we discontinue the Service or withdraw it from your territory, in which case we will refund the pro-rata portion of any fees paid for the period after the effective date of termination as your sole remedy.

10.3 Individual Customers — statutory right to cancel (14 days)

In plain English. If you're a consumer, you can change your mind within 14 days of subscribing and get your money back. If you asked us to start straight away, you pay only for the days you actually had access, and we refund the rest.

If you are an Individual Customer (consumer), you have a statutory right to cancel this Agreement within 14 days of the day it is concluded, without giving a reason.

How to cancel. Tell us clearly before the 14 days expire — email contact@yone.co.uk, or use the model cancellation form at [LINK — INSERT; a model form must be made available]. Any clear statement is sufficient.

Starting the Service during the cancellation period. Because the Service is supplied immediately, you are asked at checkout to expressly request that supply begins during the 14-day period, and to acknowledge the effect of doing so. If you make that request and then cancel:

• you must pay a proportionate amount for the Service actually supplied up to the moment you told us you were cancelling, calculated on a daily basis against the total price of the monthly term;
• we refund the balance.

If you did not request immediate supply, you receive a full refund.

Refund timing and method. We refund within 14 days of being told you are cancelling, using the same payment method you used, at no cost to you.

Tokens. Tokens consumed before cancellation form part of the Service supplied and are accounted for in the proportionate amount above.

One-Off Token Packs. A One-Off Token Pack is a separate purchase and carries its own 14-day cancellation right. If you cancel a pack within 14 days, we refund it in full where none of its Tokens have been used, or less a proportionate amount for Tokens already consumed where some have been.

This right applies only to Individual Customers. Business Customers, including sole traders and freelancers, do not have a statutory right to cancel, and Clauses 5.2 and 10.1 apply to them in full.

Where the law of your country of residence gives you a longer or more favourable cancellation right, that applies instead.

10.4 Effect of termination

On termination: all licences granted to you end; all accrued Tokens are forfeited; and any accrued rights and obligations, and any clause intended to survive (including Clauses 12, 13, 14, 15, 16, 18, 23), survive.

11. Data Export and Post-Termination Retention

In plain English. Export anything you want to keep before you leave. You get a grace period afterwards, then it's deleted.

You are responsible for exporting any Customer Data you wish to retain before your subscription ends. You can export at any time using the Service, or by contacting contact@yone.co.uk.

The grace period, deletion timings, backup purge and statutory retention periods are set out in Clause 13 of the Data Processing Addendum, which forms part of this Agreement. We accept no liability for Customer Data deleted in accordance with that clause once the grace period has expired.

We may charge a reasonable fee for repeated, manifestly excessive, or bespoke-format export requests.

12. Intellectual Property

All intellectual property rights in the Service — including software, design, algorithms, models, configurations, and documentation — remain exclusively owned by us or our licensors. This Agreement grants you a limited, non-exclusive, non-transferable, revocable licence to use the Service solely for your internal business purposes during the subscription term.

Yone® is a registered trademark of Yone IT Ltd. You are granted no rights in the Yone name, logo, or brand assets under this Agreement. You must not use the Yone trademark or brand in any manner without our express prior written consent.

You retain ownership of any data you upload to or create within the Service ("Customer Data"). You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display and process Customer Data solely to the extent necessary to provide, secure and support the Service.

Feedback: if you provide suggestions or feedback about the Service, we may use them without restriction and without obligation to you.

Aggregated data: we may generate and use anonymised, aggregated statistical data derived from operation of the Service, provided it does not identify you, your users, or your Customer Data.

13. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", and all warranties, conditions and terms implied by statute, common law or otherwise are excluded.

Without limitation, we make no warranty:

• of fitness for a particular purpose or satisfactory quality;
• of uninterrupted, timely, secure or error-free operation;
• as to the accuracy, completeness or reliability of any output of the Service, including any output of AI Features;
• that the Service will meet your requirements;
• that the Service, or anything produced with it, complies with any law, regulation, standard or framework applicable to your business, sector or jurisdiction — including financial services or healthcare regulation, public sector requirements, or data localisation rules outside the United Kingdom;
• that defects will be corrected.

We are not liable for failures, outages, changes or discontinuation of the third-party infrastructure, AI, email and payment providers the Service depends on, beyond our obligations as their customer and our responsibility for sub-processors under the DPA.

You are responsible for determining whether the Service is suitable and lawful for your intended use.

Individual Customers (consumers): this Clause 13 does not apply to you to the extent it would exclude or limit your statutory rights. Your rights that the Service be of satisfactory quality, fit for purpose, as described, and supplied with reasonable care and skill are unaffected.

14. Limitation of Liability

14.1 Excluded loss

To the maximum extent permitted by applicable law, we shall have no liability for any: indirect, incidental, special, consequential, exemplary or punitive loss; loss of profits, revenue, anticipated savings, business, contracts, opportunity or goodwill; loss, corruption or unavailability of data; wasted expenditure or management time; regulatory fines or penalties imposed on you; or any loss arising from:

• decisions taken on the basis of AI-generated output (see Clause 17);
• your failure to export Customer Data before the end of the Grace Period;
• any third-party service, integration, network or payment provider;
• any suspension or termination carried out in accordance with this Agreement;
• your breach of this Agreement or of law applicable to you;

in each case whether or not we were advised of the possibility of such loss, and whether the claim arises in contract, tort (including negligence), breach of statutory duty or otherwise.

14.2 Aggregate cap

Subject to Clause 14.3, our total aggregate liability arising out of or in connection with this Agreement shall not exceed the total subscription fees actually paid by you to us in the three (3) months immediately preceding the first event giving rise to the claim.

Where Stripe is merchant of record under Clause 6.3, fees paid to Stripe are counted for the purposes of this cap only to the extent they were remitted to us.

14.3 Liability that cannot be excluded

Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited under the law that applies to this Agreement or under mandatory law in your jurisdiction.

Individual Customers (consumers): the exclusions in Clause 14.1 and the cap in Clause 14.2 apply to you only so far as consumer law permits. We remain liable to you for loss or damage that is a foreseeable result of our breach or our failure to use reasonable care and skill, and your statutory remedies under consumer law — including repeat performance and price reduction for non-conforming digital services — are unaffected. The 12-month limit in Clause 14.4 does not apply to you.

14.4 Time limit for claims

Except where prohibited by mandatory law, no claim may be brought under this Agreement more than twelve (12) months after the date on which the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to it.

14.5 Allocation of risk

You acknowledge that the fees for the Service reflect the allocation of risk set out in Clauses 13 and 14, and that we would not provide the Service on these commercial terms without these limitations.

15. Customer Indemnity

You will indemnify and hold us harmless against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from or in connection with:

• your Customer Data, including any claim that it infringes third-party rights or breaches data protection law;
• your use of the Service in breach of this Agreement or of any law applicable to you;
• your use of, or reliance on, AI-generated output;
• any claim brought by your users, customers or data subjects in relation to your use of the Service.

16. Data, Privacy and Data Residency

In plain English. You own what you put in. We hold it and process it only to run the Service for you, on your instructions. It's stored in the UK. The DPA is where the detail lives.

16.1 Privacy Policy

We process personal data in accordance with our Privacy Policy, which forms part of this Agreement.

16.2 Roles

You remain the data controller for personal data uploaded into the Service as Customer Data. We act as data processor in respect of such data and process it only on your documented instructions.

Where you are yourself a processor acting for a third-party controller, you warrant that you have that controller's authority to enter into this Agreement and to give the instructions you give.

We act as an independent controller for account, billing, tax, business-verification, support and usage data, as described in the Privacy Policy.

16.3 Data Processing Addendum

Our Data Processing Addendum ("DPA") sets out our obligations as processor, our security measures, and our sub-processors. The DPA forms part of this Agreement and applies automatically from the date you accept it — no signature is required. A countersigned copy is available on request for customers whose procurement process requires one.

In the event of conflict between the DPA and the rest of this Agreement on any data protection matter, the DPA prevails.

16.4 Restrictions on personal data

The Service is designed for business architecture content and is not designed for sensitive personal data. The categories you must not submit — special category data, criminal offence data, children's data, payment card and government identification numbers, and sector-regulated data — are set out in Clause 4 of the DPA.

You are solely responsible for any submission in breach of that clause, and the indemnity in Clause 15 applies.

16.5 Data residency

Customer Data is hosted and stored at rest in the United Kingdom. Full detail, including the limited processing that takes place elsewhere and the safeguards applied, is in Clause 11 and Annex III of the DPA.

We do not warrant that the Service satisfies data localisation requirements outside the United Kingdom. If your organisation is subject to such a requirement, contact us before subscribing.

16.6 Your responsibilities

You are responsible for: the accuracy, quality and legality of Customer Data and how you obtained it; having a valid lawful basis for the processing you instruct; meeting your transparency obligations to data subjects; configuring user roles and access within your account and removing access for departed users promptly; and responding to data subjects in respect of Customer Data.

17. Usage of AI

Responsible AI notice: Our AI features are designed as decision-support tools. All AI-generated content must be reviewed and validated by a qualified human before being acted upon.

17.1 What the AI Features do

The Service includes artificial intelligence features ("AI Features") that assist users in analysing, proposing, and enriching business architecture content — including processes, systems, data, requirements, and related artefacts. AI Features are powered by third-party large language model (LLM) providers, currently Anthropic PBC.

17.2 Third-party AI provider

AI processing is performed via Anthropic's API. Anthropic's Acceptable Use Policy and applicable terms apply to your use of the AI Features. We select only providers who meet our data protection requirements and who do not use customer API inputs to train their models. We may change AI provider on notice.

17.3 No training on your data

Your Customer Data and AI prompts are not used to train or fine-tune any AI model. Content submitted to the AI Features is processed transiently to generate a response and is not retained by the AI provider beyond the scope of that request and any short-term abuse-monitoring retention applied by the provider.

17.4 AI outputs are not professional advice

The output of AI Features is generated automatically and does not constitute professional, legal, financial, regulatory, architectural, or technical advice. You must independently review, validate, and take responsibility for any AI-generated content before acting on it or incorporating it into your operations.

17.5 User responsibility and human oversight

You are solely responsible for reviewing and approving any content generated or proposed by the AI Features. We accept no liability for decisions made on the basis of AI-generated output. We strongly recommend that AI-generated content is validated by a qualified professional before being relied upon in any operational, regulatory, or compliance context.

17.6 Fairness and bias

AI models may produce outputs that reflect biases present in training data. We make no representation that AI outputs are free from bias, errors, or omissions. Users should apply critical judgement when interpreting AI-generated content, particularly in contexts involving people, diversity, or equalities considerations.

17.7 Transparency and explainability

Where the AI Features propose or modify content within the Service, we aim to make the nature of AI involvement visible in the user interface. Users may review, accept, modify, or reject any AI-generated proposal before it is saved. AI Features do not carry out automated decision-making producing legal or similarly significant effects on individuals.

17.8 AI usage quotas

Access to AI Features is subject to the Token allowances and carry-over rules set out in Clause 8.

17.9 Prohibited AI uses

You must not use the AI Features to generate content that is unlawful, harmful, discriminatory, deceptive, or that violates any third-party rights. Restrictions on the categories of personal data that may be submitted are set out in Clause 16.4 and in Clause 4 of the DPA. We reserve the right to suspend access to AI Features if they are misused in breach of this Agreement or Anthropic's Acceptable Use Policy.

The AI Features are provided within the business-process, enterprise-architecture, and requirements-management scope of the Service. You agree to use the AI Features responsibly and in good faith, consistent with that purpose, rather than for general-purpose conversational, personal, or unrelated use. This applies to all Customers, including Individual Customers.

17.10 Request logging

We log a short excerpt (up to 500 characters) of the initial prompt submitted with each AI request, together with token consumption, for administrative visibility, billing accuracy, and abuse monitoring. We do not log or store the AI's generated response. This logged excerpt may be visible to your organisation's Client Administrators and to Yone's own platform administrators. We do not warrant any specific retention period for this data and may vary, reduce, or delete it at our discretion.

18. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, to use it only for the purposes of this Agreement, and not to disclose it to third parties without prior written consent, except to its personnel and professional advisers on a need-to-know basis and under equivalent obligations, or as required by law or a competent authority. These obligations continue for [3] years after termination.

19. Global Availability, Local Compliance, Sanctions and Export Control

The Service is operated from the United Kingdom and made available internationally. We make no representation that the Service, or any content within it, is appropriate, available or lawful in any particular jurisdiction. If you access the Service from outside the United Kingdom, you do so on your own initiative and are solely responsible for compliance with local law, including data protection, telecommunications, sectoral, licensing, tax and consumer law applicable to you.

We may restrict or withdraw availability of the Service, or of specific features, in any territory at any time.

Currently unsupported countries. We are unable to offer the Service in certain countries at this time, because we do not yet have the integrations and processes in place to comply with that country's local regulation. This currently includes: Brazil and Switzerland. We keep this list under review and will update it as we extend support to additional countries.

Sanctions and export control. You represent and warrant that you, your users, and your ultimate beneficial owners are not: (a) located in, ordinarily resident in, or organised under the laws of a country or territory subject to comprehensive UK, EU, US or UN sanctions; or (b) designated on any applicable sanctions or restricted-party list. You must not use or export the Service in breach of any applicable sanctions or export control law. Breach of this Clause is a material breach and we may terminate immediately without refund.

Anti-bribery and anti-money laundering. Each party will comply with applicable anti-bribery, anti-corruption and anti-money laundering laws, including the UK Bribery Act 2010.

20. Changes to the Service and These Terms

We may update, modify, or discontinue any part of the Service at any time. We will notify you of material changes to this Agreement with at least [30] days' notice by email or in-platform notification. Changes take effect at the first Renewal Date after that notice period. Continued use of the Service after the effective date constitutes acceptance. If you do not accept a material change, your remedy is to cancel under Clause 10 before that Renewal Date.

Non-material changes (such as correcting typographical errors, clarifying wording, or updating contact details) take effect on posting.

21. Force Majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, government action, sanctions, strikes, failure of utilities, internet or telecommunications, cyber-attack, or failure of a third-party hosting or AI provider. If the event continues for more than [60] days, either party may terminate on written notice.

22. General

• Entire agreement. This Agreement, together with the Data Processing Addendum, Privacy Policy, Cookie Policy and any order form, is the entire agreement between the parties and supersedes all prior discussions. Each party confirms it has not relied on any statement not set out in this Agreement. Nothing limits liability for fraudulent misrepresentation.
• Order of precedence. Where there is conflict: (1) a signed order form or enterprise agreement, (2) the Data Processing Addendum (for data protection matters), (3) this Agreement, (4) the Privacy Policy and Cookie Policy.
• No purchase order terms. Any terms on your purchase order or vendor onboarding portal have no effect and are expressly rejected.
• Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.
• Subcontracting. We may use subcontractors and sub-processors to provide the Service, and remain responsible for their performance.
• Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary or severed, and the remainder continues in force.
• No waiver. Failure or delay in enforcing a right is not a waiver of it.
• No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.
• Third party rights. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.
• Notices. Notices to us: contact@yone.co.uk. Notices to you: the email address on your account, or in-platform notification. Notices are deemed received on the next business day after sending.
• Language. This Agreement is drafted in English. Any translation is provided for convenience only and the English version prevails.

23. Governing Law and Disputes

This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), is governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

This Clause does not deprive you of the protection of any mandatory provision of the law of your country of establishment that cannot be derogated from by agreement.

23.3 Individual Customers (consumers)

If you are an Individual Customer, this Clause 23 does not deprive you of the protection of the mandatory consumer law of your country of residence. You may bring proceedings in the courts of your country of residence, and we will bring any proceedings against you only there.

The escalation step below does not prevent you from exercising any statutory right or complaining to a regulator or alternative dispute resolution body at any time.

Before commencing proceedings, the parties will first attempt in good faith to resolve the dispute by escalation between senior representatives for a period of [30] days.

24. Contact

For questions about this Agreement, or to request a data export under Clause 11, contact us at contact@yone.co.uk.

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