StartupTools™ — Terms and Conditions

Last Updated: November 2025
Provider: Scorchsoft® Ltd (company no. 07246693), registered in England & Wales.
Registered Office: 13 Portland Road, Edgbaston, Birmingham, B16 9HN, United Kingdom.
VAT: GB124720540
Trading Name: StartupTools™
Contact: [email protected] (no unsolicited marketing please)

Marks: Scorchsoft® is a registered trade mark. StartupTools™ is a trade mark. Unauthorised use is prohibited.

1. Definitions & Interpretation

"Agreement" means these Terms and any documents expressly incorporated by reference.
"AI Provider(s)" means third-party AI model providers used by the Service (including OpenAI, Anthropic, Google, etc.).
"Beta Features" means experimental or pre-release features marked as beta, preview, or early access.
"Business Day" means a day other than Saturday, Sunday, or public holiday in England and Wales.
"Business User" means a user acting wholly or mainly for business purposes.
- "Consumer" means an individual acting wholly or mainly outside their trade, business, craft or profession.
"Credits" means units deducted for usage of features and AI processing. The monetary value per credit varies by package and may change over time; credits are not a stored-value instrument or currency.
"Force Majeure Event" means any event beyond reasonable control, including acts of God, war, terrorism, strikes, epidemics, pandemics, or third-party infrastructure failures.
"Outputs" means AI-generated content, reports, documents, and materials created through the Service in response to Your Content.
"Security Incident" means any breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data.
"Service" means the StartupTools™ SaaS platform and its features.
"Sub-processor" means any third party (including AI Providers and cloud platforms) engaged to process data on behalf of Scorchsoft.
"User", "you", "your" means any account holder or person accessing the Service.
"Your Content" means inputs, uploads, prompts, data and materials you (or your users) submit.

Interpretation. Headings are for convenience only; “including” means “including without limitation”. References to statutes include amendments. Order of precedence: Clause 21.4.

2. Contract Formation & Eligibility

2.1 Acceptance. By creating an account or using the Service you agree to this Agreement and the Privacy Policy. If you do not agree, do not use the Service.

2.2 Business vs Consumer. The Service is primarily intended for Business Users. By creating an account, you represent and warrant that you are a Business User, unless you expressly select a Consumer plan or tick a Consumer flag where offered. If you use the Service as a Consumer, certain mandatory rights under the Consumer Rights Act 2015 (CRA) may apply. Nothing in this Agreement affects non-excludable Consumer rights. Where you are a Consumer, Clause 14.2 applies only to the extent permitted by the Consumer Rights Act 2015.

2.2A Consumer Contracts Regulations (CCR) 2013. Where you are a Consumer and request immediate access to the Service within the 14-day cancellation period under the Consumer Contracts Regulations 2013, you expressly consent to immediate supply of digital content and acknowledge you lose your statutory right to cancel once supply begins. This is without prejudice to the goodwill 14-day money-back guarantee in Clause 7.

2.3 Capacity. You confirm you are at least 18, legally capable of entering contracts, and not prohibited from using the Service under applicable laws or sanctions.

2.4 Authority for Organisations. If you register on behalf of an entity, you warrant you have authority to bind that entity; references to “you” include the entity and its users.

3. Service Description

3.1 What we provide. StartupTools™ provides AI-powered planning tools (brainstorming, prioritisation, wireframes, SOW drafting, branding aides, market validation tools, investor directories, educational materials) delivered on a SaaS basis.

3.2 Right to modify features and services. We may at any time and in our sole discretion: (a) add, remove, suspend, modify, or replace any features, tools, or components of the Service; (b) change the functionality, user interface, workflows, or technical implementation of any feature; (c) alter credit pricing, consumption rates, or the credit cost of any operation or feature; (d) adjust credit allocation included in subscription plans or top-up packages; (e) introduce new paid features or convert previously included features to paid or premium tiers; or (f) retire, merge, or re-scope any tool or module. We will act reasonably and provide notice where practicable for material changes, but we are not required to maintain any specific feature, functionality, or credit exchange rate indefinitely. For significant adverse changes to core paid features, we will provide at least 14 days' notice where commercially reasonable.

3.3 AI outputs—important limitations. AI outputs are generated by probabilistic machine learning models and can and do make mistakes. Outputs may be inaccurate, incomplete, biased, outdated, factually incorrect, or nonsensical. They are not legal, financial, investment, tax, medical, technical, or professional advice of any kind. AI-generated reports, documents, and recommendations are for informational and brainstorming purposes only and must not be relied upon as a substitute for professional judgment or independent verification. You must independently verify all critical outputs before reliance or use in any decision-making context.

3.4 No warranties on AI outputs. To the fullest extent permitted by law, we provide no warranties (express or implied) as to accuracy, fitness for purpose, merchantability, or non-infringement of AI outputs or their availability.

3.5 Third-party dependencies. Features may depend on AI Providers, hosting, and payment processors. Availability may vary; see Clause 10.

3.6 Beta / experimental features. From time to time we may release beta or experimental features. These are provided "as is", may change or be withdrawn without notice, and carry no service commitment.

4. Accounts & Security

4.1 Registration. You must provide accurate, current information and keep it updated. One user per login; do not share credentials. If you do not specify a business or organisation name during registration, we may allocate a default name to your account (for example, based on your personal name or email domain). The allocation of a default business name does not change your status as a Business User under this Agreement; you remain subject to all Business User terms, including those in Clause 2.2, and you may update your business name at any time via your account settings.

4.2 Security. You are responsible for keeping credentials secure and for all activity under your account. Notify us promptly of any unauthorised access.

4.2A Account verification and KYC. We reserve the right to request identity verification, proof of business registration, beneficial ownership information, source of funds documentation, or other Know Your Customer (KYC) or anti-money laundering (AML) information at any time, including: (a) during account registration; (b) before processing high-value transactions or credit purchases; (c) where we suspect fraud, identity theft, or sanctions violations; or (d) to comply with legal or regulatory obligations. Failure to provide requested information within a reasonable timeframe (typically 14 days) may result in suspension or termination of your account under Clause 8.2. We may use third-party identity verification services to process such information.

4.3 Suspension/termination. We may suspend or terminate your account for breach, fraud, abusive behaviour, non-payment, threat to security/integrity, or prolonged inactivity (acting reasonably). See Clause 8 for full termination rights and procedures.

5. Plans, Pricing & Billing

5.1 Annual plans & credits.

Starter: £45/year – 1,500 credits
Professional: £95/year – 4,000 credits
Scale: £195/year – 10,000 credits

All plans are annual, billed in advance in GBP; VAT charged where applicable.

Default pricing. The prices above are the standard published rates as of the date of last update shown at the top of this document. If you have been presented with different pricing during sign-up, checkout, or via a separate written agreement executed by Scorchsoft (for example, a promotional discount, custom enterprise pricing, or special offer), the pricing displayed to you in the user interface or agreed in writing shall apply to your account instead of these default rates.

Pricing may be updated. The pricing stated in these Terms may become outdated as we update packages, credit allocations, and pricing from time to time. The pricing displayed in the application user interface or during checkout is authoritative and supersedes any pricing stated in this document in the event of conflict. You will be shown the applicable pricing for your account before completing any purchase.

5.2 Renewal. Plans renew automatically unless cancelled before renewal (see Clause 8). You authorise recurring charges to your payment method.

5.3 Payments. Processed via Stripe; you must maintain a valid payment method. Invoices/receipts are available via your account.

5.4 Price changes. We may change prices with at least 30 days’ email notice. Changes apply at next renewal; you may cancel before the new price takes effect.

5.5 Taxes. UK VAT at the prevailing rate. EU businesses may supply valid VAT numbers for reverse-charge where applicable.

5.6 No set-off. Business Users shall not set off any amounts owed to Scorchsoft against any claim, counterclaim, or deduction unless a court of competent jurisdiction has issued a final, non-appealable order in your favour. All fees must be paid in full without deduction or deferment.

5.7 Late payment (Business Users). For Business Users, if any undisputed invoice remains unpaid after the due date, interest shall accrue daily under the Late Payment of Commercial Debts (Interest) Act 1998 at the statutory rate (currently 8% per annum above the Bank of England base rate), plus statutory fixed-sum compensation and reasonable recovery costs (including debt-collection and legal fees). Interest accrues before and after judgment. You are liable for reasonable costs of collection, including legal fees. We may also suspend access until payment is received in full.

6. Credits

6.1 Use. Credits are consumed based on model, complexity, and token usage. Estimates may be displayed before costly operations; actual cost depends on API use.

6.1AA Minimum charge. Most operations incur a minimum charge of 1 credit regardless of actual token consumption. This ensures system costs are covered even for very small operations.

6.1AB AI model-specific pricing. Different AI models have substantially different credit consumption rates, which may vary by a factor of 10× or more between economy and premium models. Model pricing is subject to change at any time based on upstream provider costs and market conditions. You should experiment with different models to understand their relative costs and performance for your use case. Selecting more advanced or specialized models will consume your credit allocation more quickly.

6.1AC Pricing methodology. Credit costs are calculated by applying a discretionary markup to upstream API costs charged by third-party AI Providers and infrastructure expenses. This markup covers platform development, maintenance, support, caching, security, and service provision. The markup methodology and rate are determined by Scorchsoft in its sole discretion and may be adjusted from time to time without notice.

6.1A Credit consumption variability and no pre-usage disclosure. You acknowledge and agree that:

(a) Variable consumption. The number of credits consumed by any operation or feature varies significantly based on multiple factors including (without limitation): the length and complexity of your prompts and chat messages; the amount of context you include or import from other tools; the AI model selected; the length and detail of AI responses; the number of iterations or refinements; the complexity of outputs generated (e.g., wireframes, documents, logos); image resolution and format conversions; the use of advanced features such as version history, SERP analysis, or semantic search; and upstream API costs charged by third-party AI Providers.

(b) No pre-operation estimates. Save where we choose at our discretion to display an estimate before a specific costly operation, we are under no obligation to inform you in advance of the precise credit cost of any action, chat message, generation request, or feature use. Credit consumption is calculated and deducted in real-time based on actual usage and third-party API costs incurred. You are responsible for monitoring your credit balance via your account dashboard.

(c) Usage examples are illustrative and non-binding. Any examples, estimates, or indicative figures shown on pricing pages, marketing materials, dashboards, or elsewhere (e.g., "approximately X brainstorming sessions" or "Y logo generation batches") are provided for illustrative purposes only. Such figures represent approximate best-guess estimates based on typical or average usage patterns and are not guarantees, minimums, warranties, or contractual commitments. Actual results will vary—potentially significantly—based on your specific usage, input length, selected models, complexity, and context.

(d) "Or" not "and". Where multiple usage examples are listed (e.g., "X brainstorming sessions or Y logo batches or Z wireframes"), each example is independent and alternative. The word "or" means you may perform one type of activity or another, not all simultaneously. The examples are mutually exclusive illustrations of different usage scenarios, not cumulative entitlements. Your credit allocation may be consumed by any combination of activities; no specific quantity of any feature is guaranteed.

(e) AI model variability. Different AI models consume credits at vastly different rates. For example, advanced models (e.g., GPT-5, Claude Sonnet) may consume 5–10× more credits per operation than economy models (e.g., GPT-3.5 Turbo, Gemini Flash). Selecting a more capable or expensive model will reduce the total number of operations you can perform with a given credit balance.

(f) No liability for consumption variance. Scorchsoft has no liability if your credits are consumed more quickly than you anticipated, if usage examples prove inaccurate for your specific use case, or if you exhaust your credit balance before completing a desired number of operations. Your sole remedy is to purchase additional credit top-ups under Clause 6.5.

(g) Monitoring obligation. You are solely responsible for monitoring your credit balance and managing your usage to remain within your allocation. We may (but are not obliged to) send low-balance warnings; failure to receive or act on such warnings does not limit your obligation to pay for top-ups or affect your liability for usage.

6.2 Variable credit consumption. We reserve the right to change the credit cost of any operation, feature, or AI model at any time without prior notice. Such changes apply to future usage only; credits already consumed are not subject to retrospective adjustment. We may introduce surge pricing, peak-time multipliers, or model-specific pricing tiers at our discretion. You acknowledge that credit consumption rates are indicative and may vary based on upstream provider costs, feature complexity, and service load.

6.3 Expiry. Unless a shorter expiry period is specified at the time of allocation, credits expire 12 months from the date they are allocated to your account (whether by subscription, top-up purchase, or administrative grant). Expired credits are forfeited, are not refundable, and cannot be reinstated. We may specify different expiry periods for specific promotions, packages, or future allocations, and will notify you of the applicable expiry period at the time of allocation. It is your responsibility to monitor expiry dates and use credits before they expire.

6.4 Non-transferable / non-refundable. Credits have no cash value and cannot be exchanged, sold, gifted, or transferred between accounts.

6.5 Top-ups.

Micro: £10 – 200 credits
Small: £45 – 1,500 credits
Medium: £95 – 4,000 credits
Large: £195 – 10,000 credits

Top-ups follow the same rules and expiry. We may modify top-up credit allocations or pricing at any time; changes apply to future purchases only.

7. Money-Back Guarantee

7.1 14-day guarantee. First-time subscriptions may be refunded within 14 days provided there is no prior refund history for the user or their organisation. The refund amount is calculated as follows:

(a) Full refund if the account has used fewer than 250 credits; or

(b) Pro-rata refund if the account has used 250 or more credits, calculated by deducting the value of credits consumed (rounded down to the nearest 250 credits) from the subscription price paid. For example: if you purchased a £95 subscription (4,000 credits) and consumed 600 credits, your usage will be rounded to 500 credits (the nearest 250-credit increment at or below 600), valued at approximately £11.88 (500 ÷ 4,000 × £95), and you will receive a refund of approximately £83.12 (£95 − £11.88).

7.2 Exclusions. Refunds are not available for renewals, subscriptions older than 14 days, accounts terminated for breach, or credit top-ups.

7.3 Process. Email [email protected] within 14 days with account email and reason. Eligible refunds are processed to the original payment method.

7.4 Effect. Refund approval cancels access immediately; credits are removed. You'll have 7 days to export AI outputs before deletion (subject to Clause 12.4).

7A. Goodwill Remedies & Non-Admission of Liability

7A.1 Goodwill remedies. Any refund, credit top-up, discount, service extension, compensation, remedy, or other concession offered or granted by Scorchsoft (whether under Clause 7, Clause 10.4A, or otherwise, and whether offered proactively or in response to a complaint, claim, or request) is provided as a gesture of goodwill only and does not constitute, and shall not be construed as:

(a) an admission, acknowledgement, or acceptance of any liability, breach of contract, breach of statutory duty, negligence, fault, or wrongdoing on the part of Scorchsoft, its directors, officers, employees, contractors, or agents;

(b) a precedent, contractual obligation, or legitimate expectation for similar treatment in future cases;

(c) evidence of fault or liability admissible in any legal, arbitration, regulatory, or dispute resolution proceedings; or

(d) a waiver of any defence, exclusion, limitation, or other protection afforded to Scorchsoft under this Agreement or at law.

7A.2 Without prejudice. All such remedies are offered strictly without prejudice to Scorchsoft's rights, defences, exclusions, and limitations of liability under this Agreement (including Clauses 3.4, 13, 14, and 15).

7A.3 Authority to make liability statements. No employee, contractor, support agent, customer success manager, or other representative of Scorchsoft (including the StartupTools project team) has authority to make any statement, representation, admission, or acknowledgement of liability, fault, breach, or legal obligation on behalf of Scorchsoft or any member of the Scorchsoft group. Any such statement (whether oral, written, in email, chat, support ticket, or otherwise) is made without authority, is not binding on Scorchsoft, and shall have no legal effect.

7A.4 Directors only. Only a duly authorised director of Scorchsoft Ltd may make a binding statement or admission of liability, and only if made in writing, signed by the director, and expressly stated to be a formal admission of liability on behalf of the company. Any communication not meeting these requirements is not an admission and shall not be relied upon as such.

7A.5 Interpretation of support communications. Apologies, expressions of regret, acknowledgements of inconvenience, or statements such as "we're sorry for the trouble" or "we'll make this right" are expressions of customer service courtesy and goodwill, not admissions of legal liability. You agree not to construe such statements as evidence of fault or breach in any proceedings.

8. Cancellation & Termination

8.1 Your cancellation. Cancel any time in Billing & Subscription. Access continues until the end of the paid term; no pro-rata refunds (save the guarantee in Clause 7).

8.2 Our termination rights. We reserve the right to suspend or terminate your account immediately, with or without notice, in the following circumstances:

(a) For cause: Serious breach of this Agreement; unlawful use; non-payment; abusive conduct; attempts to reverse-engineer, decompile, or circumvent technical limits or security measures; violation of Clause 9 (Acceptable Use); fraud or suspected fraud; chargebacks or payment disputes deemed abusive; threat to system security, integrity, or the rights of other users; or conduct that brings the Service or Scorchsoft into disrepute.

(b) Discretionary termination: We may also terminate your account at any time, for any reason or no reason, in our sole and absolute discretion, provided we act reasonably. In such cases where termination is not for cause, we will (where commercially feasible) provide a pro-rata refund for any unused credits that have not yet expired at the time of termination, calculated based on the original purchase price of your most recent subscription or top-up. Refunds are processed to your original payment method within 30 days.

(c) No refund for abuse: If your account is terminated under paragraph (a) above for breach, abuse, fraud, unlawful conduct, or violation of Acceptable Use, all credits (whether used or unused) are immediately forfeited and no refund or compensation is due. This forfeiture applies regardless of expiry dates or remaining credit balance.

8.3 What constitutes abuse. Without limiting the generality of Clause 9, the following are expressly deemed abusive conduct justifying immediate forfeiture and termination:

(a) Automated or bulk scraping of data, directories, or outputs for commercial resale or to build competing products;

(b) Use of the Service to generate spam, phishing content, malware, or materials intended to deceive, defraud, or harm third parties;

(c) Circumventing rate limits, credit controls, or technical restrictions through spoofing, multiple accounts, or exploitation of vulnerabilities;

(d) Inputting unlawful content (including content that infringes intellectual property rights, violates data protection laws, or breaches third-party confidentiality);

(e) Attempting to gain unauthorized access to other users' accounts, administrative functions, or backend systems;

(f) Conducting load testing, penetration testing, or security research without our prior written consent;

(g) Reselling, sublicensing, or commercially redistributing access to the Service or AI outputs without authorization;

(h) Repeated chargebacks, payment disputes, or fraud indicators;

(i) Abusive, threatening, or harassing conduct toward Scorchsoft staff, contractors, or other users;

(j) Any use that materially degrades Service performance or availability for other users.

This list is illustrative, not exhaustive. Scorchsoft retains sole discretion to determine what constitutes abuse.

8.4 Effect of termination. On cancellation or termination: access ceases at the end of term (or immediately if terminated for cause under 8.2(a) or 8.2(c)); unused credits lapse (except where pro-rata refund applies under 8.2(b)); data handling per Clause 12.6; all licences granted to you under Clause 11 are revoked (except for Outputs you generated prior to termination, which remain licensed to you subject to 11.3).

8.5 Chargebacks & disputes. If you raise a payment dispute or chargeback while we are already processing (or have issued) an eligible refund, we may suspend your account until resolved. Repeated or abusive disputes may result in permanent termination under 8.2(a) with forfeiture of all credits. You agree to contact us first before initiating any payment dispute to allow resolution through our refund procedures.

9. Acceptable Use & Restrictions

9.1 Illegal & infringing use. Do not use the Service to break laws, infringe IP or privacy rights, or facilitate fraud/deception.

9.2 Harmful content. No defamatory, obscene, hateful, extremist, or violent content; no exploitation or harassment; no malware, phishing, spam, or bulk unsolicited outreach.

9.3 Impersonation & personal data. Do not impersonate others or input third-party personal data without a lawful basis and necessary notices/consents.

9.4 System abuse. No scraping, rate-limit evasion, automated bots (unless via any published API), denial-of-service, reverse engineering, or attempts to access unauthorised areas.

9.5 Competitive use. You must not use the Service to build a competing product, or commercially resell/sublicence access (unless expressly agreed in writing).

9.6 High-risk use. You must not use AI outputs for medical diagnoses or treatment, legal advice or decision-making, financial or investment decisions, tax planning, safety-critical systems, or any other high-risk application without independent professional review and verification by appropriately qualified professionals. AI outputs can contain errors and are not a substitute for professional judgment.

9.7 Rate limits & fair use. You shall not exceed reasonable usage, rate limits, concurrency thresholds, or bandwidth allocations notified in-product or in documentation. We may throttle, queue, or suspend access where usage materially degrades the Service for others or indicates automated abuse.

9.8 Investor Directory use. When contacting investors or other individuals listed in our directories, you must comply with PECR, UK GDPR, and equivalent data protection laws, including maintaining a lawful basis (e.g., legitimate interests with appropriate balancing), providing clear identification and opt-out mechanisms, and respecting unsubscribe requests. You must not scrape, bulk-export, or systematically download directory listings for commercial resale or to build competing databases.

9.9 Monitoring and enforcement. We reserve the right (but have no obligation) to monitor, review, or investigate user activity, prompts, outputs, and usage patterns for the purposes of: (a) detecting and preventing abuse, fraud, or violations of this Agreement; (b) ensuring compliance with Acceptable Use policies; (c) protecting system security and integrity; (d) responding to legal process, court orders, or law enforcement requests; (e) investigating reports of harmful, illegal, or infringing content; or (f) improving service quality and safety. Such monitoring may be automated or manual and may result in suspension or termination where violations are detected.

9.10 Cooperation with law enforcement. You acknowledge and agree that we may cooperate with law enforcement, regulatory authorities, and civil litigants where we reasonably believe it is necessary to: (a) comply with legal obligations, court orders, subpoenas, or valid legal process; (b) investigate suspected criminal activity, fraud, or threats to public safety; (c) protect our rights, property, or the safety of our users or the public; or (d) prevent or investigate violations of this Agreement. Such cooperation may include (without limitation) disclosure of account information, usage logs, IP addresses, Your Content, prompts, outputs, payment records, and other data in our possession. We may suspend or terminate your account pending investigation or legal proceedings.

9.11 Prohibited jurisdictions and sanctions compliance. You may not use the Service if you are located in, ordinarily resident in, or operating from a country or territory subject to comprehensive sanctions (including, as of the date of this Agreement, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions). You may not use the Service if you appear on any sanctions list maintained by the UK, US, EU, or UN (including the OFSI consolidated list, OFAC SDN list, or EU sanctions list). We may immediately suspend or terminate your account if we determine (in our reasonable discretion) that your use may cause us or our providers to breach sanctions laws or export controls. You agree to indemnify us against any losses arising from your breach of this clause.

We may suspend/terminate for violations without refund.

10. Availability & Changes

10.1 No uptime guarantee. We aim for high availability but do not guarantee uninterrupted service. Scheduled maintenance typically occurs outside UK business hours.

10.2 Third-party outages. We are not liable for outages or changes by AI Providers, cloud platforms, or payment processors.

10.3 No compensation. No refunds/credits for downtime, performance degradation, third-party interruptions, feature withdrawal, credit repricing, or changes to credit consumption rates.

10.4 Service changes. We may modify, add, or remove features (acting reasonably and with notice where materially adverse). Such changes may include (without limitation): altering the scope, ai models used, availability, or technical implementation of any tool; restricting access to certain features to higher-tier plans; changing credit consumption rates or introducing new pricing models; or discontinuing features entirely. The Service is under continuous development and iteration; you acknowledge that the feature set, user experience, and credit economics may evolve materially over time.

10.4A Discretionary goodwill remedies. If you believe we have acted unreasonably or failed to provide adequate notice for a material change affecting your use of the Service, you may contact us at [email protected] to explain your concerns. We may, in our sole and absolute discretion, offer one or more of the following non-binding goodwill remedies: (a) a credit top-up to your account; (b) a temporary extension of your subscription; or (c) a pro-rata refund for the unused portion of your subscription term. Any such remedy is offered as a gesture of goodwill only, is not an admission of liability or breach, does not create a precedent or contractual obligation for future claims, and is without prejudice to any exclusions or limitations of liability in this Agreement. We are under no obligation to offer any remedy, and this clause does not create any enforceable right or legitimate expectation. All decisions are final and non-reviewable.

10.5 No archival/backup obligation. The Service is not a records management or backup service. You are responsible for maintaining your own backups and exports of Your Content and Outputs. Scorchsoft has no liability for loss or corruption of data save as required by law.

11. Intellectual Property

11.1 Our IP. All intellectual property rights in the Service, including the StartupTools™ platform, software, source code, algorithms, databases, documentation, user interface, design, and branding are owned by Scorchsoft and its licensors. You acquire no ownership rights in the Service itself. All rights not expressly granted to you are reserved by Scorchsoft.

11.2 Your Content. You retain all intellectual property rights in Your Content (inputs, uploads, prompts, and any materials you submit to the Service).

11.3 AI-generated outputs.

(a) Nature of AI-generated content. You acknowledge that AI-generated Outputs (including text, images, documents, reports, wireframes, and other materials created by AI models in response to your prompts) are produced by third-party AI Providers using probabilistic machine learning models. Copyright ownership in AI-generated content is legally uncertain and may not vest in any party under current law. Different AI Providers may apply different licensing terms to AI-generated content.

(b) Your rights to Outputs. Subject to paragraphs (c) and (d) below, you have broad and unrestricted rights to use, modify, publish, distribute, and commercially exploit all Outputs generated through your account. As between you and Scorchsoft, to the extent any intellectual property rights subsist in such Outputs, Scorchsoft assigns such rights to you (where assignable) or grants you a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable, non-exclusive licence to use the Outputs for any lawful purpose without restriction. You may use Outputs in your business, publish them, incorporate them into client deliverables, create derivative works, or otherwise exploit them commercially.

(c) AI Provider licensing terms. Your rights to Outputs are subject to and limited by the terms and conditions of the relevant third-party AI Providers (including OpenAI, Anthropic, Google, and others). Most AI Providers grant you a similar broad, non-exclusive licence to AI-generated content, but do not assign copyright (as copyright may not exist or may not vest). You are bound by the AI Provider's terms for any content generated using their models. We will identify which AI Provider is used for each feature in our documentation or on request. You are responsible for reviewing the AI Provider's terms if you intend to rely on specific intellectual property rights.

(d) Non-uniqueness and third-party rights. Outputs may not be unique; similar or identical outputs may be generated for other users or may have been previously generated. You are solely responsible for: (i) ensuring your use of Outputs does not infringe third-party intellectual property rights, privacy rights, or other rights; (ii) conducting appropriate clearance, freedom-to-operate, or trademark searches if required; and (iii) obtaining any necessary permissions or licences from third parties. Scorchsoft provides no warranty that Outputs are original, unique, or free from third-party rights (see Clause 11.6).

11.4 Licence to us. You grant us a worldwide, royalty-free licence to host, process, transmit, and display Your Content and outputs as necessary to operate the Service, improve safety, and comply with law. We may use aggregated/anonymised data for analytics and service improvement.

11.4A AI Provider training opt-out. Where technically available, we configure third-party AI Providers not to use Your Content or Outputs for training their models. However, you acknowledge that: (a) not all AI Providers offer opt-out mechanisms; (b) we cannot guarantee compliance by third-party providers; (c) AI Providers may temporarily retain data for abuse monitoring, safety, or operational purposes even with training opt-out enabled; and (d) if an AI Provider changes their policies or technical capabilities, we may be unable to maintain opt-out status without discontinuing that provider. We will disclose in our Privacy Policy or on request which AI Providers (if any) may use data for training. Your continued use of features utilizing such providers constitutes acceptance of their data handling practices.

11.5 Feedback. Suggestions/ideas you provide may be used by us without obligation; you grant a perpetual, royalty-free licence for that purpose.

11.6 Intellectual Property Warranty Disclaimer. Scorchsoft provides the Service on an "as-is" and "as-available" basis and makes no representation or warranty that the Service or any part of it does not infringe the intellectual-property rights of any third party. You acknowledge that your use of the Service and any Outputs is at your own risk, and Scorchsoft shall have no liability or obligation (including any duty to defend, indemnify, or reimburse costs) arising from any third-party claim that such use infringes intellectual-property rights. Your sole remedy, and Scorchsoft's entire obligation, in relation to any such claim shall be termination of the affected feature and a pro-rata refund of prepaid fees for the unused period.

11.7 Open-source components. The Service may include open-source software released under applicable open-source licences. To the extent of any direct conflict between such licences and this Agreement, the open-source licences govern for the relevant components. All open-source components are provided "as is".

12. Data Protection, Privacy & Security

12.1 Privacy Policy. Our Privacy Policy forms part of this Agreement and describes how we collect and use personal data.

12.2 Role split (controller/processor).

We act as Data Controller for account, billing, support and platform telemetry.
We act as Data Processor for Your Content and prompts processed through AI Providers on your documented instructions (this Agreement and in-product settings).

12.3 Sub-processors & transfers. We may engage sub-processors (including AI Providers and cloud platforms) which may process data outside the UK/EEA under appropriate safeguards (e.g., UK IDTA/EU SCCs/adequacy). On request we will provide the current list or mechanism.

12.4 AI Provider retention. AI Providers may temporarily retain inputs/outputs for abuse detection, diagnostics, or service improvement subject to their policies. Where available, we configure AI Providers not to use Your Content or Outputs for model training. Where such configuration is not available, we disclose the relevant AI Provider in our Privacy Policy or on request. The handling of data by AI Providers is governed by their own terms; we do not control their independent use beyond configuration options they provide.

12.5 Security. We implement appropriate technical and organisational measures. You are responsible for security of your devices, endpoints, and any third-party systems you integrate.

12.5A Security Incident Notification. On confirming a Security Incident affecting Your Content or personal data, Scorchsoft will notify you without undue delay and within 72 hours where feasible, describing known facts, likely consequences, and measures taken or proposed. Scorchsoft will reasonably cooperate with your lawful obligations to notify data protection authorities or data subjects, provided you bear any costs arising from your legal or regulatory obligations.

12.6 Retention, export & deletion.

While your subscription is active, we retain account and usage data as necessary.
On cancellation/expiry, we retain Your Content for 30 days for export on request, then delete or anonymise it (backups may persist for up to 90 days).
You may request an export of Your Content and AI outputs during the 30-day window.
Data may be retained beyond the periods stated above where required for legal, audit, regulatory, or compliance purposes (including litigation holds, regulatory investigations, or statutory retention obligations), after which it will be deleted or anonymised.

12.7 DPA. If required, a separate Data Processing Agreement (DPA) is available at https://www.scorchsoft.com/dpa (or successor link) and, once agreed, is incorporated by reference.

12A. Confidentiality

12A.1 Definition. "Confidential Information" means information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or would reasonably be understood to be confidential, including: (a) for you, Your Content (excluding Outputs, which are governed by Clause 11.3); (b) for us, non-public technical details of the Service, pricing structures, and security measures.

12A.2 Obligations. The Recipient shall: (i) hold Confidential Information in confidence using at least the same degree of care as for its own confidential information (but no less than reasonable care); (ii) not disclose it except to employees, contractors, or advisers who need to know and are bound by equivalent obligations; (iii) not use it except as necessary to perform under this Agreement.

12A.3 Exceptions. Confidential Information excludes information that: (a) is or becomes publicly available through no breach; (b) was lawfully known before disclosure; (c) is independently developed without reference to Confidential Information; (d) is lawfully received from a third party without restriction; (e) must be disclosed under law, court order, or regulatory requirement (provided the Recipient gives prompt notice where lawful and cooperates with reasonable protective measures).

12A.4 Portfolio use. After your product or service is publicly launched (or with your prior written consent), Scorchsoft may use your name, logo, and a brief non-confidential description of the Service use in customer lists, case studies, and marketing materials, provided no Confidential Information is disclosed.

12A.5 Duration. These confidentiality obligations survive for five years from the date of disclosure or termination of this Agreement, whichever is later.

13. Warranties & Disclaimers

13.1 Standard of care. We will provide the Service with reasonable skill and care.

13.2 No professional advice. All Outputs (including AI-generated reports, market validation analyses, scope of work documents, investor recommendations, and other materials) are provided for informational and educational purposes only and do not constitute professional advice. They are not legal advice, financial advice, investment advice, tax advice, medical advice, or any other form of professional or regulated advice. You must not rely on Outputs as a substitute for consultation with qualified professionals (including solicitors, accountants, financial advisers, or other specialists). You must independently verify all information before making any business, legal, financial, or other decisions.

13.3 Exclusions. To the extent permitted by law, we exclude implied terms of merchantability, fitness for purpose, and non-infringement in relation to the Service and AI outputs. For Consumers, this exclusion is limited to the extent permitted by the Consumer Rights Act 2015, and your statutory rights remain unaffected where they cannot lawfully be excluded.

13.4 AI output unpredictability. You acknowledge and agree that:

(a) AI models are probabilistic systems that may produce unpredictable, unexpected, or undesired outputs, including outputs that are factually incorrect, biased, offensive, nonsensical, or contradictory;

(b) The same or similar prompts may produce different outputs at different times or when using different models;

(c) AI outputs may reflect biases, errors, or limitations in training data and may perpetuate stereotypes or contain offensive content;

(d) We have no control over the specific content generated by third-party AI Providers and cannot guarantee the accuracy, appropriateness, or suitability of any output;

(e) AI outputs frequently contain errors, inaccuracies, and hallucinations (fabricated or false information presented as fact), and you bear sole responsibility for reviewing, vetting, editing, and validating all AI outputs before any use, publication, or reliance;

(f) You will not use AI outputs for medical diagnoses, legal advice, financial decisions, safety-critical systems, or any application where errors could cause harm, loss, or liability without independent professional verification.

13.5 No guarantee of continued feature availability. Features, tools, AI models, integrations, and capabilities available at the time of subscription may be modified, restricted, deprecated, or removed during your subscription term (subject to Clause 10.4). We do not guarantee that any specific feature, model, or integration will remain available for the duration of your subscription. Your remedy for material adverse changes is set out in Clause 10.4A.

13.6 Third-party AI Provider changes. AI Providers may update, modify, deprecate, or discontinue models, APIs, or services at any time. We are not liable for changes to third-party AI Provider capabilities, pricing, availability, output quality, or terms. We may substitute alternative AI Providers or models at our discretion to maintain service continuity, but are not obligated to do so.

14. Limitation of Liability

14.1 No liability for AI errors. We are not liable for inaccuracies, omissions, or consequences of reliance on AI outputs.

14.2 Cap (aggregate; rolling). Subject to Clause 14.4, Scorchsoft's aggregate liability arising out of or in connection with the Service, these Terms, or any collateral matters (whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise) in any rolling 12-month period shall be limited to the total fees actually paid by you to Scorchsoft for the Service in that same 12-month period (typically £49–£195 for annual plans). Multiple claims or causes of action do not increase this cap. This cap does not limit or exclude Scorchsoft's right to recover unpaid fees or amounts owed under this Agreement.

14.2A Free, trial or Beta Features. For any access provided free of charge, under a trial period, or for Beta Features (as defined in Clause 3.5), Scorchsoft's total aggregate liability under Clause 14.2 is £0 (zero pounds sterling), save for liability that cannot lawfully be excluded under Clause 14.4.

14.3 Exclusions. We are not liable for indirect or consequential loss, loss of profits, revenue, data, or business, third-party actions, or force majeure.

14.4 Non-excludable liability. Nothing excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded (including certain Consumer rights).

14.5 Time bar. You must bring any claim (whether in contract, tort, or otherwise) arising out of or in connection with the Service or this Agreement within 12 months of the date you first became aware (or ought reasonably to have become aware with reasonable diligence) of the facts giving rise to it. Any claim commenced after that date is irrevocably time-barred and waived, to the fullest extent permitted by law.

15. Indemnity

15.1 Customer Indemnity (uncapped). You shall indemnify, defend and hold harmless Scorchsoft, its directors, officers, employees and contractors from and against all losses, damages, liabilities, costs and expenses (including reasonable legal fees on a solicitor-client basis) arising out of or in connection with: (a) Your Content; (b) your breach of this Agreement; (c) your use, publication, or distribution of Outputs; (d) claims by third parties alleging infringement of intellectual property rights, breach of privacy, defamation, or breach of data protection laws caused by your inputs or use of Outputs; or (e) your breach of Clause 9 (Acceptable Use). This indemnity is not subject to the liability cap in Clause 14.2. As a condition to this indemnity, Scorchsoft shall: (i) promptly notify you in writing of the claim; (ii) grant you sole control of the defence and any settlement (provided that no admission of liability, apology, or disclosure of Confidential Information may be made without Scorchsoft's prior written consent); and (iii) provide reasonable cooperation at your cost.

15.2 Output Responsibility. You acknowledge that you are solely responsible for reviewing and vetting any Outputs before reliance, publication, or commercial use. AI outputs can and do contain errors and are not professional advice. You warrant that your inputs have a lawful basis and do not infringe third-party rights, and that you will not use Outputs for regulated, medical, legal, financial, investment, tax, or safety-critical decisions without independent professional review by appropriately qualified experts. All reports, analyses, and recommendations generated by the Service are for informational purposes only and must not be relied upon as professional advice.

16. Sanctions, Export & Compliance

16.1 Export controls. You must comply with applicable export control and sanctions laws. You may not use the Service if you are located in, or are a designated national of, a comprehensively sanctioned country/territory, or if your use would cause us or our providers to breach sanctions.

16.2 Suspension & verification. We may immediately suspend your access if we reasonably suspect a breach of sanctions laws or export controls. We reserve the right to request Know-Your-Customer (KYC) information, beneficial ownership details, or proof of compliance at any time; failure to provide such information within a reasonable timeframe may result in suspension or termination.

16.3 Anti-abuse. You must not use the Service for prohibited end-uses (e.g., development of weapons, unlawful surveillance, or other restricted activities).

17. Consumer Terms (where applicable)

17.1 Non-exclusive jurisdiction. If you are a Consumer resident in the UK or EU, you may bring proceedings in your local courts where local law so permits. Governing law remains English law (without prejudice to mandatory local consumer protections).

17.2 Content standards. Consumers must still follow Clause 9 (Acceptable Use). Breaches may result in suspension/termination.

18. Changes to Terms

18.1 Right to amend. We may amend, modify, or replace these Terms (in whole or in part) from time to time at our sole discretion.

18.2 Notice of material changes. For material changes, we will provide reasonable prior notice (typically 14 days) via email to your registered email address or prominent in-app notice. The notice will specify the effective date of the new Terms.

18.3 Acceptance by continued use. Continued use of the Service on or after the effective date constitutes your binding acceptance of the amended Terms. Your continued access to and use of the Service is conditional upon your acceptance of the new Terms.

18.4 Rejection and termination. If you do not agree to the amended Terms, you must: (a) stop using the Service before the effective date; and (b) cancel your subscription in accordance with Clause 8.1.

Failure to cancel before the effective date will constitute acceptance. If you continue to use the Service after the effective date without accepting the new Terms, we reserve the right to suspend or terminate your account immediately.

18.5 Non-material changes. For minor, non-material, or administrative changes (including corrections, clarifications, or updates to contact details), we may update these Terms without prior notice. It is your responsibility to review the Terms periodically. The "Last Updated" date at the top of this document indicates when changes were last made.

19. Notices

19.1 General notices. Notices to Scorchsoft: [email protected] and (for formal notices) by post to the registered office. Notices to you: the primary email on your account.

19.2 Deemed receipt. Email notices are deemed received when sent if during UK Business Hours, otherwise at 09:00 next Business Day. Postal notices are deemed received two Business Days after first-class posting (UK) or seven Business Days for international post.

19.3 Service of legal process. Service of legal claims, court documents, and arbitration notices must be effected by registered post to the registered office (not by email) or by any other method permitted by the courts of England and Wales.

20. Assignment & Subcontracting

You may not assign or transfer this Agreement (or any rights) without our written consent. We may assign to an affiliate or successor in connection with reorganisation, merger, or sale of business, and may subcontract performance; we remain responsible for subcontractors.

21. General

21.1 Severability. If any provision is invalid or unenforceable, the remainder remains in full force; substitute a valid provision closest to the parties’ intent.

21.2 Waiver. A failure to exercise a right is not a waiver. A waiver must be in writing and applies only to the circumstances for which it is given.

21.3 Third-party rights. No one other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999.

21.3A Survival. The following provisions survive termination or expiry of this Agreement: Clause 5 (Fees & Payment – payment obligations), Clause 11 (Intellectual Property), Clause 12 (Data Protection, Privacy & Security), Clause 12A (Confidentiality), Clause 14 (Limitation of Liability), Clause 15 (Indemnity), Clause 21–22 (General; Entire Agreement), and any other provisions which by their nature are intended to survive.

21.4 Order of precedence. If there is a conflict between these Terms and any policy or document referenced, these Terms prevail except that any signed Data Processing Agreement shall prevail solely in respect of data protection obligations to the extent of conflict.

21.5 Force majeure. We are not liable for failure or delay due to events beyond reasonable control (including outages at third-party providers).

21.6 Governing law & jurisdiction. This Agreement is governed by English law.

Business Users: exclusive jurisdiction of the courts of England & Wales.
Consumers: non-exclusive jurisdiction per Clause 17.1.

21.7 Equitable relief. Breach or threatened breach of Clause 11 (Intellectual Property) or Clause 12A (Confidentiality) may cause irreparable harm for which damages may be an inadequate remedy. Accordingly, either party may seek injunctive or other equitable relief (including specific performance and interim or interlocutory relief) without the need to post bond, in addition to any other remedies available at law or in equity.

21.8 Relationship of the parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship, or authorises either party to contract on the other's behalf.

22. Entire Agreement; Non-Reliance; Variation

22.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, promises, assurances, warranties, representations and agreements, whether written or oral, relating to its subject matter.

22.2 Non-reliance / Misrepresentation. Each party acknowledges that it has not relied on, and shall have no remedy (including for innocent or negligent misrepresentation or negligent misstatement) in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or any document expressly incorporated by reference. Without limitation, you have not relied on any statement in advertising, website copy, promotional materials, demos, prototypes, sample Outputs, prompts, or illustrative examples. Each party's sole remedies are for breach of the express terms of this Agreement, in each case subject to section 3 of the Misrepresentation Act 1967. Nothing in this Agreement limits or excludes liability for fraud or fraudulent misrepresentation.

22.3 Document supremacy & ancillary terms. No terms or conditions contained in, or referred to in, any purchase order, invoice, click-through, portal terms, or other ancillary document issued by you shall apply or have any effect unless expressly agreed in writing and signed by both parties; any such document is deemed issued for administrative convenience only and shall not add to or vary this Agreement. If there is any conflict between this Agreement and any document incorporated by reference, this Agreement prevails unless expressly stated otherwise.

22.4 Variation. No variation of this Agreement is effective unless in writing and signed by or on behalf of both parties (handwritten, wet-ink, or formally executed electronic signature). Operational guidance, tooltips, knowledge-base articles, dashboards, emails, support tickets, website copy, promotional materials, or verbal statements do not amend this Agreement.

22.5 Opportunity for advice; reasonableness. Each party confirms it had the opportunity to obtain independent legal advice before entering into this Agreement and agrees this clause is reasonable. This clause survives termination or expiry.

23. Contact & Complaints

Support and queries: [email protected] Data protection queries: [email protected] Website: https://www.scorchsoft.com

Appendix A — Pricing Snapshot (for convenience; non-contractual if changed per Clause 5.4)

Default Published Rates (as of November 2025):

Annual Subscriptions:

Starter: £45/year (1,500 credits)
Professional: £95/year (4,000 credits)
Scale: £195/year (10,000 credits)

Credit Top-Ups:

Micro: £10 → 200 credits
Small: £45 → 1,500 credits (most popular)
Medium: £95 → 4,000 credits
Large: £195 → 10,000 credits (best value)

Important Notes:

These rates are indicative only and may be updated at any time in accordance with Clause 5.4.
The pricing displayed in the application user interface at the time of purchase is authoritative and supersedes the rates shown here.
Different pricing may apply if you received a promotional offer, custom enterprise pricing, or separate written agreement.
All prices exclude VAT where applicable.
Credit allocations, packages, and pricing may change; you will be shown current pricing before completing any purchase.

Signature/Acceptance

By creating an account, continuing to use, or renewing the Service, you accept these Terms.