These Terms of Service (these "Terms") are entered into between you and Bluto AI Limited ("Bluto", "we", "us", or "our") and govern your access to and use of the Bluto financial modelling platform, including our website at bluto.ai and related services (collectively, the "Services").

Company Details

Legal Name: Bluto AI Limited (trading as "Bluto" and "Bluto AI")
Company Number: 16839916
Registered Office: 20 Red Lion Street, London, England, WC1R 4PS

By creating an account or using the Services, you agree to be bound by these Terms. If you are accessing or using the Services on behalf of an organisation (such as your employer), you agree to these Terms on behalf of yourself and that organisation, you represent that you are authorised to accept these Terms on behalf of that organisation, and all references to "you" and "your" reference that organisation. If you do not have the authority to bind such organisation or do not agree with these Terms, you (and the organisation) are not authorised to access or use the Services.

1. Our Obligations

1.1 Access to the Services

Subject to the terms and conditions of these Terms, Bluto hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for you (and, where applicable, Authorised Users) to access and use the Services for your internal business purposes.

"Authorised User" means individuals whom you have invited to collaborate on your financial models through your account, and who have created their own Bluto account.

1.2 Service Description

The Services provide financial modelling and forecasting tools, including:

• Interactive forms and templates for creating financial projections
• Proprietary calculation engine for generating financial forecasts
• Collaboration features for sharing models with team members
• Export and reporting functionality

The Services use a proprietary calculation methodology based on established financial principles and accounting standards. Outputs are deterministic and consistent.

1.3 Data Protection

Bluto implements and maintains physical, technical, and administrative security measures designed to protect your Customer Content from unauthorised access, use, or disclosure. Our security practices are detailed at bluto.ai/security.

The data processing addendum available at bluto.ai/legal/dpa is incorporated into these Terms by reference.

2. Your Obligations

2.1 Eligibility

You may only use the Services if you are of legal age to enter into these Terms according to the applicable laws and regulations in your jurisdiction (in the UK and most jurisdictions, this is 18 years of age).

2.2 Account Management

(a) Account Credentials

You are responsible for:

• Providing accurate and complete account information
• Maintaining the security and confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorised access or security breach

Each user account is personal to the individual to whom it is issued. Account credentials may not be shared or used by anyone other than the individual to whom they were provisioned.

(b) Authorised Users

You may invite Authorised Users to collaborate on your financial models. When you invite an Authorised User:

• They must create their own Bluto account to access shared models
• Each Authorised User with "Edit" permissions consumes one seat from your subscription plan
• You are responsible for all activities of your Authorised Users
• You must ensure your Authorised Users comply with these Terms
• Any failure by your Authorised Users to comply with these Terms constitutes a breach by you

(c) Collaboration and Sharing

When you share a financial model with Authorised Users, you represent and warrant that:

• You have the right to share the information contained in the model
• Sharing does not violate any confidentiality obligations or third-party rights
• You have obtained any necessary consents for the data included in the model
• Recipients are authorised to view the information

You acknowledge that shared content is visible to all Authorised Users with whom you share it. We are not responsible for how Authorised Users use, disclose, or further share content you make available to them.

(d) Two-Factor Authentication

We support login using two-factor authentication ("2FA"), which is known to reduce the risk of unauthorised use of or access to the Services. We will not be responsible for any damages, losses, or liability to you or anyone else if any event leading to such damages, losses, or liability would have been prevented by the use of 2FA.

2.3 Use Restrictions

Except as otherwise expressly authorised in these Terms, you will not, and will not encourage or assist third parties to:

(a) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or our proprietary calculation methodologies (except to the extent that such a restriction is impermissible under applicable law);

(b) Provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services;

(c) Copy, modify, create derivative works of, or remove proprietary notices from the Services;

(d) Use the Services to compete with Bluto, or copy any ideas, features, functions, or graphics of the Services;

(e) Use the Services in jurisdictions that are embargoed or designated as supporting terrorist activities by the United Kingdom Government or whose laws do not permit engaging in business with Bluto or use of the Services;

(f) Access or use the Services in a manner intended to avoid incurring fees owed (e.g., by repeatedly transferring a seat to and from the same user(s) to avoid paying for the appropriate number of seats needed);

(g) Use the Services for any illegal purpose or in violation of any laws or regulations;

(h) Attempt to gain unauthorised access to the Services, other users' accounts, or our computer systems or networks;

(i) Use the Services to transmit any viruses, malware, or other harmful code;

(j) Interfere with or disrupt the integrity or performance of the Services;

(k) Scrape, data mine, or access the Services programmatically except through authorised APIs;

(l) Upload or process sensitive personal data as defined under applicable data protection laws, including but not limited to:

• Patient, medical, or other health information
• Financial account information (credit/debit card numbers, bank account details)
• Government identifiers (National Insurance numbers, passport numbers, etc.)
• Protected data about children
• Special category data under GDPR (data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, biometric data, or data concerning health or sexual orientation).

2.4 Acceptable Use Policy

You will comply with our Acceptable Use Policy available at bluto.ai/legal/acceptable-use, which is incorporated into these Terms by reference.

3. Financial Models and Calculations

3.1 Nature of the Services

The Services provide financial modelling tools and calculations based on proprietary methodologies and industry-standard financial principles. The Services are designed to assist you in creating financial projections and forecasts for planning purposes.

3.2 Important Disclaimers

(a) Not Financial Advice

The Services, including all calculations, projections, outputs, and reports, do not constitute financial advice, investment advice, accounting advice, tax advice, or any other professional advice. We are not a financial adviser, accountant, tax adviser, or investment adviser, and nothing in the Services should be construed as professional advice.

(b) No Warranty on Accuracy

Whilst we use established financial principles and methodologies, we make no warranty or guarantee as to the accuracy, completeness, reliability, or suitability of any calculations, projections, or outputs. All outputs are estimates based on the inputs and assumptions you provide.

(c) Your Responsibility

You are solely responsible for:

• Verifying the accuracy and suitability of all outputs for your specific use case
• Ensuring all inputs and assumptions are accurate and appropriate
• Consulting with qualified professionals (accountants, financial advisers, tax advisers) before making business decisions
• Any decisions made based on outputs from the Services

(d) For Planning Purposes Only

All financial models, projections, and forecasts generated through the Services are for internal planning and scenario analysis purposes only. They should not be:

• Used as the sole basis for investment decisions
• Relied upon for material business decisions without professional advice
• Shared with investors, lenders, or other third parties without appropriate disclaimers
• Treated as guarantees or predictions of future financial performance

3.3 Benchmark Data and Industry Assumptions

Where the Services provide industry benchmarks, averages, or standard assumptions, these are based on publicly available data and industry research. Such benchmarks:

• Are provided for reference purposes only
• May not be applicable to your specific circumstances
• Should be validated against your own research and professional advice
• Are not guarantees of typical or expected performance

4. Customer Content

4.1 Definition

"Customer Content" means all financial models, projections, assumptions, calculations, data, documents, and other materials that you or your Authorised Users create, input, upload, or generate using the Services.

4.2 Ownership

As between you and Bluto, you retain all right, title, and interest in and to your Customer Content. You grant us a limited licence to use your Customer Content solely for the purpose of providing the Services to you.

4.3 How We Use Customer Content

You authorise Bluto to use Customer Content solely for the purposes of:

• Providing the Services to you and your Authorised Users
• Maintaining, securing, debugging, and improving the Services
• Complying with legal obligations
• Providing customer support (with your permission)

We do not:

• Use your Customer Content to train algorithms or machine learning models
• Use your financial models to benchmark other customers
• Access the content of your financial models except when necessary for support, security, legal compliance, or with your explicit permission
• Share your Customer Content with third parties except as required to provide the Services or as required by law

4.4 Usage Data

We collect and analyse data and other information relating to your use and performance of the Services ("Usage Data"). Usage Data includes technical logs, metadata, telemetry data, and anonymised usage information such as which features are used and how often.

Usage Data excludes the substantive content of your Customer Content (i.e., the specific financial figures, projections, and business data in your models).

We may use Usage Data in de-identified and aggregated form to maintain, improve, and enhance our Services. For example, we may analyse that "80% of users create 5-year forecasts" but we never analyse the specific financial figures within individual users' models.

4.5 Your Responsibilities

You represent and warrant that:

• You have all necessary rights to your Customer Content
• Your Customer Content does not infringe any third-party intellectual property rights
• Your Customer Content does not violate any laws or regulations
• You have obtained all necessary consents for any personal data included in Customer Content
• You will not upload confidential information belonging to third parties without authorisation

5. Feedback

You may voluntarily provide Bluto feedback, comments, or suggestions concerning the Services (collectively, "Feedback"). To the extent you provide Feedback, you hereby grant Bluto an irrevocable, perpetual, royalty-free right to use such Feedback to maintain, improve, and enhance our products and services.

6. Intellectual Property

6.1 Bluto's Intellectual Property

As between the parties, Bluto owns all right, title, and interest in the Services, including:

• The Bluto platform, software, and technology
• Our proprietary calculation methodologies and algorithms
• The Bluto name, logos, trademarks, and branding
• All improvements, enhancements, and derivative works of the Services

Except as expressly set forth in these Terms, no licence, covenant, immunity, transfer, authorisation, or other right is granted to you, by reason of statute, estoppel, or otherwise.

6.2 Your Intellectual Property

As between the parties, you own all right, title, and interest in your Customer Content, as described in Section 4.2.

6.3 Reservation of Rights

All rights not expressly granted in these Terms are reserved.

7. Fees and Payment

7.1 Subscription Plans

The Services are offered under different pricing plans with varying features and seat limits. Current pricing is available at bluto.ai/pricing.

7.2 Free Plans

If you are using a free plan:

• You may use the Services for business or personal purposes
• We may impose limitations on features, usage, or storage
• We reserve the right to modify or discontinue free plans at any time
• You are not entitled to any refund or compensation if we modify or discontinue your free plan

7.3 Paid Subscriptions

If you subscribe to a paid plan:

(a) Payment Terms

• Subscription fees are payable in advance for each billing period (monthly or annually)
• Payment is due at the time of purchase or renewal
• All fees are stated and payable in British Pounds (GBP) unless otherwise specified
• We use Stripe as our payment processor; you agree to Stripe's terms and conditions

(b) Automatic Renewal

Your subscription will automatically renew at the end of each billing period at the then-current rate and seat quantity, unless you cancel before the renewal date. You authorise us (via our payment processor) to charge your payment method for renewals.

(c) Adding Seats

You may add additional seats to your subscription at any time through your account settings. Additional seats added mid-billing period will be charged on a pro-rated basis.

(d) Taxes

Fees do not include taxes. You are responsible for all taxes (including VAT, sales tax, or other similar taxes) associated with your purchase, except for taxes based on our income.

7.4 Cancellation and Refunds

(a) Cancellation

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your then-current billing period. You will continue to have access to paid features until the end of the billing period.

(b) No Refunds

Fees paid are non-refundable, except:

• As required by law (e.g., Consumer Rights Act 2015 in the UK)
• If we terminate your account in breach of these Terms (in which case we will provide a pro-rated refund of prepaid unused fees)

Quantities purchased cannot be decreased during the relevant billing period.

7.5 Price Changes

We may change our pricing at any time. Price changes for existing paid subscriptions will take effect at your next renewal. We will notify you of price increases at least 30 days before they take effect. If you do not agree to a price increase, you may cancel your subscription before the increase takes effect.

7.6 Late Payment

If payment fails or is late:

• We may suspend or limit your access to the Services
• You will remain liable for all amounts owed
• We may charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate
• You are responsible for any bank fees, transaction fees, or other charges related to your payment

8. Confidentiality

8.1 Confidential Information

Each party (the "Discloser") may disclose proprietary or non-public business, technical, financial, or other information ("Confidential Information") to the other party (the "Recipient").

Bluto's Confidential Information includes non-public information regarding features, functionality, and performance of the Services, including our proprietary calculation methodologies.

Your Confidential Information includes your Customer Content.

8.2 Obligations

The Recipient will:

• Use the Discloser's Confidential Information only to exercise its rights and fulfil its obligations under these Terms
• Protect the Confidential Information using reasonable care (at least the same degree of care it uses to protect its own confidential information)
• Not disclose the Confidential Information to third parties except to employees, contractors, or professional advisers who need to know it and are bound by confidentiality obligations at least as restrictive as those herein

8.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was lawfully known to the Recipient before disclosure
• Is lawfully received from a third party without breach of confidentiality obligations
• Is independently developed by the Recipient without use of the Confidential Information

8.4 Required Disclosure

The Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided the Recipient:

• Notifies the Discloser promptly (to the extent legally permitted)
• Cooperates with the Discloser's reasonable efforts to limit the disclosure
• Discloses only the minimum information required

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents and warrants to the other that:

(a) It has the full power and authority to enter into these Terms;

(b) Its execution, delivery, and performance of these Terms does not violate any other agreement to which it is a party or by which it is bound;

(c) It will perform its obligations under these Terms in accordance with applicable law.

9.2 Bluto's Warranties

Bluto represents and warrants that:

(a) During your subscription period, we will provide access to the Services in substantial conformity with our published documentation;

(b) We will employ industry-standard measures to protect the Services against software viruses, malware, and similar malicious code.

9.3 YOUR WARRANTIES

You represent and warrant that:

(a) You have all necessary rights to your Customer Content;

(b) Your Customer Content and your use of the Services complies with these Terms and all applicable laws;

(c) Your Customer Content does not infringe any third-party intellectual property rights or violate any third-party confidentiality obligations;

(d) You have obtained all necessary consents for any personal data included in your Customer Content.

9.4 DISCLAIMER

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 9, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUTO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE
• ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CALCULATIONS, PROJECTIONS, OR OUTPUTS
• ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE

WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ANY ERRORS WILL BE CORRECTED.

This disclaimer does not affect any statutory rights you may have as a consumer under UK law, including under the Consumer Rights Act 2015.

10. Limitation of Liability

10.1 EXCLUSION OF INDIRECT DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING:

• LOSS OF PROFITS, REVENUE, OR ANTICIPATED SAVINGS
• LOSS OF DATA OR LOSS OF USE
• BUSINESS INTERRUPTION
• LOSS OF GOODWILL OR REPUTATION
• COST OF SUBSTITUTE SERVICES

EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 CAP ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUTO'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF:

(a) £100; OR
(b) THE TOTAL FEES PAID BY YOU TO BLUTO IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Exceptions

The limitations in this Section 10 do not apply to:

(a) Our indemnification obligations in Section 11;
(b) Liability for fraud, fraudulent misrepresentation, or wilful misconduct;
(c) Liability for death or personal injury caused by negligence;
(d) Any liability that cannot be limited or excluded by applicable law (including your statutory rights as a consumer under UK law).

10.4 Basis of the Bargain

You acknowledge that the fees for the Services reflect the allocation of risk set forth in these Terms and that we would not enter into these Terms without these limitations on our liability.

10.5 Consumer Rights

Nothing in these Terms affects your statutory rights as a consumer under UK law, including under the Consumer Rights Act 2015. If you are a consumer and we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach or our negligence, but we are not responsible for any loss or damage that is not foreseeable.

11. Indemnification

11.1 Your Indemnification of Us

You will indemnify, defend, and hold harmless Bluto, its affiliates, and its and their officers, directors, employees, contractors, and agents from and against any and all third-party claims, actions, demands, losses, damages, costs, and expenses (including reasonable legal fees) arising from or relating to:

(a) Your Customer Content;
(b) Your use (or misuse) of the Services;
(c) Your breach of these Terms;
(d) Your violation of any law or regulation;
(e) Your infringement of any third-party rights, including intellectual property rights or confidentiality obligations;
(f) Any financial decisions, business decisions, or investments made based on outputs from the Services.

11.2 Process

If we seek indemnification from you:

• We will notify you promptly of the claim
• You will have sole control of the defence and settlement, provided you do not admit liability on our behalf without our consent
• We will cooperate with you in the defence at your expense
• We may participate in the defence with our own counsel at our own expense

12. Term and Termination

12.1 Term

These Terms commence when you first access or use the Services and continue until terminated in accordance with this Section 12.

12.2 Termination by You

You may terminate these Terms at any time by:

• Cancelling your subscription (if on a paid plan)
• Deleting your account through your account settings
• Ceasing all use of the Services

12.3 Termination by Us

We may terminate or suspend your access to the Services:

(a) For Cause

Immediately if you breach these Terms, including but not limited to:

• Breach of Section 2.3 (Use Restrictions)
• Breach of the Acceptable Use Policy
• Non-payment of fees
• Fraudulent or illegal use of the Services
• Actions that harm the Services or other users

(b) For Convenience

With 30 days' written notice, for any reason or no reason. If we terminate your paid subscription for convenience, we will provide a pro-rated refund of prepaid unused fees.

(c) Legal Requirements

Immediately if required by law or if continuing to provide the Services would violate applicable law.

12.4 Effect of Termination

Upon termination of these Terms:

(a) Access Ceases

Your right to access and use the Services immediately terminates. Your Authorised Users' access also terminates.

(b) Data Retrieval Period

We will make your Customer Content available for electronic retrieval for 30 days following termination. You are responsible for downloading and saving any Customer Content you wish to retain during this 30-day period.

(c) Data Deletion

After the 30-day retrieval period, we will permanently delete all your Customer Content, except:

• Information we are required to retain by law
• Information retained in automated backup systems (which will be deleted in accordance with our normal backup retention schedule, typically within 90 days)

(d) No Refunds

Except as expressly provided in these Terms, you will not be entitled to any refund of fees paid upon termination.

(e) Fees Owed

You remain liable for any fees incurred before termination.

12.5 Survival

The following provisions survive termination: Sections 4 (Customer Content - ownership provisions), 6 (Intellectual Property), 8 (Confidentiality), 9.4 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.4 (Effect of Termination), and 13 (General Provisions).

13. General Provisions

13.1 Entire Agreement

These Terms, together with any documents expressly incorporated by reference (including our Privacy Policy, Acceptable Use Policy, and Data Processing Addendum), constitute the entire agreement between you and Bluto regarding the Services and supersede all prior agreements, representations, and understandings.

13.2 Amendments

We may modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date at the top of these Terms
• Sending you an email to the address associated with your account (for material changes)

Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Services and may terminate your account.

13.3 Governing Law and Jurisdiction

(a) Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

(b) Jurisdiction

Subject to Section 13.3(c), the courts of England and Wales have exclusive jurisdiction to settle any dispute arising from or related to these Terms or the Services.

(c) Consumer Rights

If you are a consumer resident in Scotland, you may bring proceedings in either the Scottish or the English courts. If you are a consumer resident in Northern Ireland, you may bring proceedings in either the Northern Irish or the English courts.

13.4 Waiver

No waiver of any provision of these Terms will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

13.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable whilst preserving its intent.

13.6 Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder without our prior written consent. We may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets. Any purported assignment in violation of this section is null and void.

13.7 No Third-Party Beneficiaries

These Terms are for the benefit of you and Bluto only. No other person or entity has any rights to enforce any provision of these Terms.

13.8 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, epidemics, pandemics, internet or telecommunications failures, or government actions. If such an event continues for more than 30 consecutive days, either party may terminate these Terms upon written notice.

13.9 Notices

All notices under these Terms must be in writing and will be deemed given:

• When delivered personally
• When sent by confirmed email
• One business day after being sent by recognised overnight courier
• Three business days after being deposited in the post, first class postage prepaid

Notices to you will be sent to the email address associated with your account.

Notices to us should be sent to: Bluto AI Limited 20 Red Lion Street London, England, WC1R 4PS Email: [email protected]

13.10 Export Controls

The Services and your use thereof are subject to UK and international export control and economic sanctions laws and regulations. You represent that:

• You are not located in, under the control of, or a national or resident of any embargoed country
• You are not listed on any UK, EU, or US government list of prohibited or restricted parties
• You will comply with all applicable export control and sanctions laws
• You will not access or use the Services in violation of UK, EU, or US export control or sanctions regulations.

13.11 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency relationship between you and Bluto. Neither party has authority to bind the other in any respect.

13.12 Language

These Terms are drafted in English. If these Terms are translated into any other language, the English language version will prevail in the event of any conflict or inconsistency.

14. Contact Us

If you have any questions about these Terms, please contact us:

Bluto AI Limited
20 Red Lion Street
London, England
WC1R 4PS

Email: [email protected]
Website: bluto.ai/contact

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.