Terms of service

1. These terms

These terms of service (the Terms) set out the basis on which BarakahX Ltd, a company registered in England and Wales with company number 16564021 and registered office at 1 Gawthorpe Lane, Wakefield, WF2 0SR, United Kingdom (we, us, our or BarakahX), supplies the BarakahX service to you.

By placing an order for the Service, by signing an order form that refers to these Terms, or by accessing or using the Service, you agree to these Terms on behalf of the organisation you represent (the Customer, you or your). If you do not have authority to bind that organisation, you must not use the Service.

The Service is supplied for business use only. It is not offered to consumers, and by placing an order you confirm that you are acting for the purposes of your trade, business, craft or profession. If you are dealing with us as a consumer, please do not order the Service.

2. Definitions

• Authorised User means an individual whom you permit to use the Service, being a partner, employee, contractor or agent of the Customer.
• Customer Data means all data, documents, records and other content that you or an Authorised User submits to the Service, or that the Service collects on your instruction, including personal data relating to your own clients and staff.
• Output means material generated by the Service in response to your use of it, including drafts, summaries, classifications and answers produced with the assistance of artificial intelligence models.
• Order means the order form, online sign-up or written agreement recording the subscription you have purchased, including the plan, the number of Authorised Users, the fees and the term.
• Service means the BarakahX platform, applications, integrations and supporting documentation that we make available to you.

3. The Service

We will supply the Service with reasonable skill and care, in accordance with these Terms and your Order, and in all material respects in accordance with the documentation we publish for it.

We may change the Service from time to time to improve it, to reflect changes in the technology we rely on, or to comply with law. We will not make a change that materially reduces the core functionality you are paying for during a paid term without giving you at least 30 days’ written notice. If such a change materially and adversely affects you, you may terminate the affected subscription on notice given within that period and we will refund the fees you have paid for the unused part of the term.

4. Accounts and Authorised Users

• You are responsible for everything done through your account and by your Authorised Users, as if you had done it yourself.
• Account credentials are personal to each Authorised User and must not be shared. You must tell us promptly at hello@barakahx.com if you become aware of any unauthorised access.
• You may add or remove Authorised Users during the term. Where you add users beyond the number in your Order, we will charge for them at the rate in your Order, pro-rated for the remainder of the term.

5. Acceptable use

You must not, and must not permit anyone else to:

• use the Service in breach of any applicable law or regulation, or of any professional conduct rules that apply to your firm;
• submit material that is unlawful, or that infringes the intellectual property or privacy rights of another person;
• attempt to gain unauthorised access to the Service or to any system or data it connects to, or probe or test its security without our prior written consent;
• copy, modify, reverse engineer, decompile or create derivative works from the Service, except to the extent that applicable law expressly permits it despite this restriction;
• resell, sublicense or make the Service available to any third party other than your Authorised Users;
• use the Service to build a competing product, or to benchmark it for publication without our prior written consent;
• introduce malicious code, or place an unreasonable load on the Service by automated means.

If you breach this section we may suspend access immediately. We will tell you why, and we will restore access once the issue is resolved.

6. Customer Data and data protection

As between you and us, you own all Customer Data and all rights in it. You grant us a non exclusive licence to host, copy, transmit and process Customer Data to the extent necessary to provide the Service, to keep it secure and to comply with law.

You are responsible for the Customer Data you submit, including for having the right to submit it and for the accuracy and legality of its content.

Where Customer Data contains personal data, you are the controller and we are the processor, in each case within the meaning of the UK GDPR. We will process that personal data only on your documented instructions, under the data processing terms that form part of these Terms and which we will provide on request. Our privacy policy lists the subprocessors we use, and we will give you at least 30 days’ notice before adding or replacing one, so that you may object on reasonable data protection grounds. We are a controller, not a processor, in respect of the account, authentication and billing records of your Authorised Users and administrative contacts, as described in that policy.

7. Output and professional responsibility

This section matters more than most, because the Service is supplied to firms whose work carries professional obligations.

• Output is produced with the assistance of artificial intelligence models and may be inaccurate, incomplete or unsuitable for your purpose.
• The Service does not provide legal, accounting, tax, financial or other professional advice, and using it does not create any professional relationship between us and you or your clients.
• You must review Output before you rely on it, act on it, file it or send it to a client. Responsibility for the advice your firm gives and for compliance with your regulator remains entirely yours.
• As between you and us, you own the Output produced from your Customer Data, subject to our rights in the Service itself. Output may not be unique, and similar Output may be generated for other customers.

8. Availability and support

We will use commercially reasonable efforts to keep the Service available, but we do not warrant that it will be uninterrupted or error free. We may suspend it for scheduled maintenance, and we will give reasonable notice where we can. We may suspend it without notice where this is necessary for security or to comply with law.

Support is provided by email at hello@barakahx.com during our normal business hours, which are 9am to 5.30pm on business days in England.

9. Fees and payment

• You will pay the fees set out in your Order. Fees are stated exclusive of VAT, which we will add at the applicable rate.
• Unless your Order says otherwise, invoices are payable within 30 days of the invoice date.
• If you do not pay on time we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend the Service after giving you 14 days’ written notice and a chance to put it right.
• We may change our fees for a renewal term by giving you at least 60 days’ written notice before the renewal date. Fees will not change during a term you have already paid for.
• Fees already paid are not refundable except where these Terms say otherwise.

10. Intellectual property

We and our licensors own all intellectual property rights in the Service, including its software, models, interfaces, documentation and branding. Nothing in these Terms transfers any of those rights to you. You receive a non exclusive, non transferable right to use the Service during the term, for your own internal business purposes.

If you give us feedback or suggestions about the Service, we may use them without restriction and without owing you anything for them.

11. Confidentiality

Each of us may receive confidential information from the other. Each of us will keep the other’s confidential information secret, use it only for the purpose of these Terms, and disclose it only to those of our people and advisers who need it and who are under equivalent obligations. These obligations do not apply to information that is public through no breach of this section, that was already lawfully known, or that must be disclosed by law or by a regulator, in which case the disclosing party will give notice where it is lawfully able to.

12. Term, termination and what happens next

• The Service is supplied for the term set out in your Order, and renews for successive terms of the same length unless either of us gives written notice not to renew at least 30 days’ before the end of the then-current term.
• Either of us may terminate immediately by written notice if the other commits a material breach that is not remediable, or that is remediable and is not remedied within 30 days of written notice requiring it to be remedied.
• Either of us may terminate immediately by written notice if the other becomes insolvent, enters administration or liquidation, has a receiver appointed, or ceases to carry on business.
• On termination your right to use the Service ends. For 30 days afterwards we will make Customer Data available for you to export in a commonly used format. After that we will delete it in accordance with our privacy policy, unless the law requires us to keep it.
• Sections that by their nature should survive termination will do so, including sections 6, 7, 9 in respect of fees accrued before termination, 10, 11, this section 12, 13, 14, 15, 17 and 18.

13. Warranties and disclaimers

We warrant that we have the right to supply the Service, and that we will supply it with reasonable skill and care.

Except as expressly set out in these Terms, and to the fullest extent permitted by law, all terms, conditions and warranties implied by statute or common law are excluded, including any implied warranty of satisfactory quality or fitness for a particular purpose. The Service is not supplied on the basis that it will meet any particular requirement of yours unless we have agreed that in writing.

14. Limitation of liability

Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or for any other liability that cannot lawfully be limited or excluded.

Subject to that:

• neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill, or for any indirect or consequential loss, in each case whether arising in contract, tort including negligence, breach of statutory duty or otherwise;
• each party’s total liability arising out of or in connection with these Terms in any 12 month period is limited to the total fees paid or payable by you under your Order in the 12 months immediately before the event giving rise to the liability, or one thousand pounds, whichever is the greater;
• we are not liable for any loss arising from your reliance on Output that you did not review, or from your use of the Service in breach of section 5 or section 7.

Your payment obligations, and your liability for breach of section 5, are not subject to the cap in this section.

15. Indemnity

You will indemnify us against all liabilities, costs and reasonable legal expenses we incur as a result of a third party claim that Customer Data, or your use of the Service in breach of these Terms, infringes that third party’s rights or breaches applicable law. We will notify you promptly of any such claim, give you reasonable control of its defence, and provide reasonable assistance at your cost.

16. Events outside our control

Neither party is liable for a failure or delay in performing its obligations, other than an obligation to pay, caused by an event beyond its reasonable control, including failure of public telecommunications or power networks, failure of a third party cloud provider, industrial action, epidemic, act of government or act of God. If the event continues for more than 30 days, either party may terminate on written notice.

17. General

• Entire agreement. These Terms and your Order are the whole agreement between us on their subject matter, and replace anything said or written beforehand. Neither party has relied on any statement not set out in them, but nothing limits liability for fraudulent misrepresentation.
• Changes to these Terms. We may update these Terms and will give you at least 30 days’ written notice of a material change. If a material change is to your material disadvantage, you may terminate the affected subscription before it takes effect and we will refund the fees you have paid for the unused part of the term.
• Assignment. You may not assign or transfer these Terms without our written consent, which we will not unreasonably withhold. We may assign them to a group company or to a buyer of our business.
• Subcontracting. We may subcontract our obligations, and we remain responsible for the acts and omissions of our subcontractors.
• Severance. If any provision is found to be unenforceable, it is to be modified to the minimum extent necessary to make it enforceable, and the rest of these Terms continue in force.
• Waiver. A failure to enforce a right is not a waiver of it.
• No partnership. Nothing in these Terms creates a partnership, joint venture or employment relationship between us.
• Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.
• Notices. Notices under these Terms must be in writing and sent by email to hello@barakahx.com for us, and to the administrative contact on your account for you. Notices of termination must also be sent by post to the registered office address above.

18. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation, including non contractual disputes or claims, are governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation, including non contractual disputes or claims.

19. How to contact us

Write to hello@barakahx.com, or by post to BarakahX Ltd, 1 Gawthorpe Lane, Wakefield, WF2 0SR, United Kingdom.