Terms of service

1. Who this is between

These terms are between [company legal name], registered at [registered address] and referred to here as "we" or "us", and the organisation that subscribes to Imsenta, referred to as "you". They apply when you create an account, when you sign an order form that refers to them, and whenever anyone uses the service through your account.

If you are agreeing to these terms on behalf of an organisation, you confirm that you are authorised to bind it.

2. The service

Imsenta is a hosted service for authoring, governing and publishing policies, standards and procedures. We provide it as described in our documentation and in any order form agreed with you.

We may change how the service works, add features and retire them. Where a change materially reduces the functionality you are paying for, we will tell you in advance.

3. Accounts and access

You decide who has access to your organisation and what role each person holds. You are responsible for the actions taken through your account, for keeping credentials secure, and for removing people who should no longer have access.

Tell us promptly if you believe an account or an API key has been compromised.

4. Your content

Your policies, documents, templates, comments and everything else you put into the service remain yours. We claim no ownership of them.

You grant us the limited licence needed to host, process, back up and display that content in order to provide the service to you, and for no other purpose. We do not use your content to train models, and we do not sell it or share it with anyone other than the providers described in our privacy policy.

You are responsible for the content you put in, including having the right to put it there.

5. Acceptable use

Do not use the service to break the law, to infringe someone else’s rights, to store malware, to attempt to gain access to another organisation’s data, or to probe, scan or load-test our systems without our written agreement. Security research is welcome, but talk to us first.

Do not resell or provide the service to a third party unless we have agreed that in writing.

6. AI features

The AI features are optional. They are off until an administrator in your organisation turns them on, and can be switched off again at any time.

When they are used, the text of the document concerned is sent to our AI provider for processing and the result is returned to you. Where you have asked us to use an AI service that you operate, the text goes there instead. Output produced by these features is a draft: you are responsible for reviewing it before it is approved or published, and we do not warrant that it is accurate, complete or fit for any regulatory purpose.

7. Fees

Fees, the billing period and any minimum term are set out in your order form. Unless it says otherwise, fees are payable in advance, are exclusive of VAT and other taxes, and are non-refundable.

We may change our prices for a renewal term by telling you at least [60] days before it starts. If you do not accept the change you may choose not to renew.

If an invoice is overdue we may suspend access after giving you reasonable notice.

8. Term, suspension and termination

The agreement runs for the term in your order form and renews for successive terms of the same length unless either of us gives notice before the end of the current one.

Either of us may terminate immediately if the other commits a material breach and does not remedy it within 30 days of being asked to, or becomes insolvent.

We may suspend access without terminating if we reasonably believe it is necessary to protect the service or other customers, and we will restore it as soon as the reason has gone.

9. What happens when it ends

You can export your library at any time during the term, yourself, without asking us. After termination we will keep your data available for export for [30] days, and then delete it in line with our privacy policy.

10. Availability and support

We aim to keep the service available and will carry out planned maintenance outside normal working hours where we reasonably can. Any service level commitment applies only if it is set out in your order form.

Support is provided as described in your order form or, if it does not say, during our normal working hours by email.

11. Data protection

In providing the service we act as a processor of the personal data contained in your content, and you act as the controller. Our privacy policy describes what we process, where it is held and who else is involved. Where required, the data processing terms agreed with you form part of this agreement.

12. Confidentiality

Each of us will keep the other’s confidential information confidential, use it only for the purposes of this agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiver, was already known, or must be disclosed by law.

13. Our intellectual property

The service, its software, its design and our documentation remain ours. Nothing here transfers any of it to you beyond the right to use the service during the term.

If you send us feedback or suggestions we may use them freely, without obligation to you.

14. Warranties and disclaimers

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

Beyond that, and to the extent the law allows, the service is provided as it is, without further warranties. In particular, Imsenta is a tool for managing documents. It does not make your organisation compliant with any standard or regulation, and we do not warrant that it will.

15. Limitation of liability

Neither of us limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

Subject to that, neither of us is liable for loss of profit, loss of business, loss of goodwill or any indirect or consequential loss, and each party’s total liability under this agreement is limited to the fees paid or payable by you in the [12] months before the claim arose.

16. Indemnity

You will indemnify us against claims arising from your content or from your use of the service in breach of these terms. We will indemnify you against claims that the service, used as permitted, infringes a third party’s intellectual property rights.

17. Changes to these terms

We may update these terms. If a change is material we will tell you at least [30] days before it takes effect, and if you object you may terminate before it does.

18. General

Neither of us may assign this agreement without the other’s consent, except to a successor of the whole business. Neither of us is liable for delays caused by events outside our reasonable control. If a provision is unenforceable the rest still stands. This agreement, together with any order form and data processing terms, is the whole agreement between us.

This agreement is governed by the laws of [England and Wales], and the courts of [England and Wales] have exclusive jurisdiction.

19. Contact

Write to us at [email protected], or at [registered address].