Terms of Service

01Definitions

The defined terms used throughout these Terms and what they mean.

1.1 In these Terms, the following words and expressions shall have the meanings set out below. Capitalised terms used but not defined in a particular clause shall have the meaning given in this section.

"Agreement" means these Terms together with any documents expressly incorporated by reference, including the Privacy Policy, Acceptable Use Policy, AI Terms, and Data Processing Agreement.

"Authorised User" means any individual invited by the Subscriber to access the Service under the Subscriber's account, who has accepted these Terms in their own right.

"Bluto" means Bluto AI Limited (company number 16839916), whose registered office is at 20 Red Lion Street, London, England, WC1R 4PS.

"Credits" means the unit of consumption used to access AI-powered features within the Service, comprising Plan Credits and Purchased Credits as defined in clause 4.3.2, allocated to the Subscriber's account in accordance with their Subscription Plan and any top-up purchases made.

"Customer Content" means all data, documents, text, figures, projections, assumptions, and other materials that the Subscriber or any Authorised User creates, inputs, uploads, or generates using the Service.

"Documentation" means any user guides, help articles, and technical specifications made available by Bluto in connection with the Service.

"Effective Date" means the date on which the Subscriber creates an account or first uses the Service, whichever is earlier.

"Feedback" means any suggestions, ideas, or recommendations that the Subscriber or an Authorised User provides to Bluto in relation to the Service.

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, goodwill, rights in designs, rights in computer software, database rights, rights in confidential information, and all other intellectual property rights of any nature, whether registered or unregistered.

"Order" means the Subscriber's selection of a Subscription Plan, including any free plan, as confirmed at the point of account creation or plan upgrade.

"Service" means the Bluto platform and all associated tools, features, and AI-powered capabilities made available by Bluto, as described in the Documentation and as updated from time to time.

"Subscription Fee" means the recurring fee payable by the Subscriber in respect of a paid Subscription Plan, as set out on our pricing page.

"Subscription Plan" means the plan selected by the Subscriber, which determines the features, Credit allocation, and number of permitted Authorised Users available under the Subscriber's account.

"Subscriber" means the individual or legal entity that creates an account with Bluto and accepts these Terms on behalf of themselves and, where applicable, their organisation.

"Usage Data" means technical logs, session metadata, feature interaction data, AI interaction metadata, and other information generated by the Subscriber's or Authorised Users' use of the Service, excluding the substantive content of Customer Content.

1.2 References to a "party" mean either the Subscriber or Bluto, and to the "parties" mean both.

1.3 References to any statute or statutory provision include that statute or provision as amended, extended, or re-enacted from time to time.

1.4 The headings in these Terms are for convenience only and shall not affect their interpretation.

02The Service

What Bluto provides and the basis on which it is made available.

2.1 Grant of access. Subject to the Subscriber's compliance with these Terms and payment of any applicable Subscription Fees, Bluto hereby grants the Subscriber a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the term of the Agreement, solely for the Subscriber's internal business purposes.

2.2 Service description. The Service provides AI-powered tools to assist startup founders in building and managing their business, including financial modelling, pitch deck preparation, cap table management, tax relief planning, and business planning features. The specific features available to the Subscriber depend on their Subscription Plan.

2.3 Availability. Bluto shall use commercially reasonable efforts to make the Service available on a continuous basis. The Service may be temporarily unavailable due to:

• scheduled maintenance, of which Bluto will endeavour to provide reasonable advance notice
• emergency maintenance required to protect the integrity or security of the Service
• circumstances beyond Bluto's reasonable control

Bluto does not warrant that the Service will be available at all times or free from interruption.

2.4 Modifications. Bluto reserves the right to modify, update, or discontinue any feature or aspect of the Service at any time. Where a modification materially reduces the functionality available to a paid Subscriber, Bluto will provide reasonable notice and the Subscriber may terminate their Subscription Plan in accordance with clause 13.3.

2.5 Subscriber's technical requirements. The Subscriber is responsible for obtaining and maintaining, at its own expense, the hardware, software, and internet connectivity necessary to access and use the Service.

2.6 No professional advice. The Service is a technology platform. Nothing within the Service, including any output generated by AI-powered features, constitutes financial, tax, legal, accounting, or any other form of professional advice. The Subscriber should seek advice from qualified professionals before making decisions based on any output generated by the Service. See clause 06 for further terms specific to AI features.

03Accounts and Authorised Users

How accounts are created, managed, and kept secure.

3.1 Account creation. To access the Service, the Subscriber must register for an account by providing accurate, current, and complete information. The Subscriber shall keep this information up to date throughout the term of the Agreement.

3.2 Account credentials. The Subscriber is responsible for maintaining the confidentiality of its account credentials; all activity that occurs under its account, whether or not authorised; and notifying Bluto promptly at [email protected] upon becoming aware of any unauthorised access to or use of its account. Account credentials may not be shared between individuals. Each individual accessing the Service must use their own account credentials.

3.3 Authorised Users.

3.3.1 The Subscriber may invite Authorised Users to access the Service up to the limit permitted under its Subscription Plan. Each Authorised User must create their own account and accept these Terms before accessing the Service.

3.3.2 The Subscriber is responsible for all acts and omissions of its Authorised Users as if they were the acts and omissions of the Subscriber itself. Any breach of these Terms by an Authorised User shall be deemed a breach by the Subscriber.

3.3.3 The Subscriber shall promptly revoke the access of any Authorised User who is no longer authorised to use the Service, including upon that person leaving the Subscriber's organisation.

3.3.4 External Collaborators. The Subscriber may invite individuals who are not members of its organisation -- such as accountants, financial advisers, and legal advisers -- to access specific products within the Service as external collaborators. External collaborators are distinguished from team members within the platform and are not counted against the Subscriber's seat allocation regardless of the role or level of access granted to them. The Subscriber remains responsible for all activity of external collaborators under clause 3.3.2. External collaborators must create their own Bluto account and accept these Terms before accessing the Service.

3.4 Eligibility. The Subscriber represents and warrants that it has the legal capacity to enter into a binding agreement under the laws of England and Wales, and that if it is accepting these Terms on behalf of a legal entity, it has authority to bind that entity.

3.5 Age restriction. The Service is not intended for use by individuals under the age of 18. By creating an account, the Subscriber confirms that they are at least 18 years of age.

3.6 Account security. The Subscriber is responsible for maintaining the security of its account credentials. Bluto recommends using a strong, unique password and a password manager. Bluto may introduce additional account security features, including two-factor authentication, in future releases.

04Subscriptions and Payment

The commercial terms governing Subscription Plans, fees, and billing.

4.1 Subscription Plans. The Service is offered under Subscription Plans with varying Credit allocations and feature access. Current Subscription Plans and their respective Subscription Fees are published on our pricing page and may be updated from time to time in accordance with clause 4.7.

4.2 Free plan. Bluto may make a free Subscription Plan available with limited Credit allocation and feature access. Bluto reserves the right to modify, restrict, or discontinue the free Subscription Plan at any time. Subscribers on a free plan are not entitled to any refund or compensation upon such modification or discontinuation.

4.3 Credits.

4.3.1 Credits are the unit of consumption used to access AI-powered features within the Service. Credits are allocated at the company account level and are shared across all Authorised Users operating under the Subscriber's account. Credits are not allocated on a per-user basis.

4.3.2 Two categories of Credits exist under the Subscriber's account:

4.3.2.1 Plan Credits are allocated to the Subscriber's account at the start of each billing period in accordance with the Subscription Plan. Plan Credits that are not consumed within a billing period shall not carry over to the following period and will be forfeited at the point of renewal.

4.3.2.2 Purchased Credits are Credits acquired by the Subscriber through a separate top-up purchase. Purchased Credits are subject to a fixed expiry date that applies independently of the billing renewal cycle and is communicated to the Subscriber at the point of purchase. Purchased Credits do not reset on billing renewal.

4.3.3 Where both Plan Credits and Purchased Credits are present in the Subscriber's account, Purchased Credits shall be consumed first, before Plan Credits are drawn upon.

4.3.4 Credit consumption rates are not fixed. The number of Credits consumed by a given AI feature interaction is determined by factors including the complexity and length of the request, the volume of data processed, the AI model tier utilised, and the nature of the output generated. Bluto retains full discretion to determine the Credit value assigned to any AI feature interaction. The Service may provide the Subscriber with an indication of estimated Credit consumption, but Bluto is not liable for any discrepancy between estimated and actual consumption. Bluto makes no guarantee that a specific Credit balance will yield a particular quantity or quality of AI output.

4.3.5 Bluto reserves the right to adjust the Credit consumption rate for any AI feature from time to time, including to reflect changes in underlying model costs, system demand, or new feature releases. Where a material adjustment is made to the consumption rate for a feature available under a paid Subscription Plan, Bluto will provide reasonable notice via the platform or by email.

4.3.6 A minimum Credit balance is required to initiate an AI feature session. The applicable minimum is displayed within the platform and may be updated from time to time. If the Subscriber's available Credit balance falls below the minimum threshold during a session, the session may be paused or terminated. An overage limit applies per session; once the overage limit is reached, the session will be blocked until additional Credits are available.

4.3.7 Credits may only be used by the Subscriber to which they are allocated. Credits may not be transferred to another account, resold, exchanged for cash or any other form of value, or used by any person other than the Subscriber and its Authorised Users.

4.3.8 All Credit purchases are final and non-refundable, except where required by applicable law including the Consumer Rights Act 2015.

4.3.9 Upon expiry or termination of the Subscriber's account for any reason, all unused Credits -- whether Plan Credits or Purchased Credits -- shall be forfeited without compensation, except where required by applicable law.

4.3.10 If Bluto determines that Credits have been obtained or used fraudulently, through abuse of the Service, or in breach of these Terms, Bluto reserves the right to invalidate those Credits without notice and to take such further action as it deems appropriate, including suspension or termination of the Subscriber's account in accordance with clause 13.5.

4.4 Payment terms.

4.4.1 Subscription Fees are payable in advance for each billing period, monthly or annually, depending on the Subscription Plan selected.

4.4.2 All Subscription Fees are stated in pounds sterling and are inclusive of VAT where applicable. The Subscriber is responsible for all other taxes associated with their purchase.

4.4.3 Payment is processed by Bluto's third-party payment processor. The Subscriber agrees to provide accurate and complete payment information and to maintain valid payment details throughout the term of their Subscription Plan.

4.5 Automatic renewal. Unless cancelled in accordance with clause 4.6, a paid Subscription Plan will automatically renew at the end of each billing period at the then-current Subscription Fee and Credit allocation. By subscribing, the Subscriber authorises Bluto to charge the Subscription Fee to the payment method on file at each renewal.

4.6 Cancellation.

4.6.1 The Subscriber may cancel their Subscription Plan at any time through their account settings. Cancellation will take effect at the end of the then-current billing period, and the Subscriber will retain access to paid features until that date.

4.6.2 Subscription Fees paid in advance are non-refundable, except where required by applicable law, including the Consumer Rights Act 2015, or where Bluto terminates the Agreement for its own convenience under clause 13.4, in which case a pro-rated refund of prepaid unused fees will be provided.

4.7 Price changes. Bluto may change Subscription Fees at any time. Changes to the Subscription Fee for an existing paid Subscription Plan will take effect at the next renewal. Bluto will provide at least 30 days' written notice of any Subscription Fee increase. If the Subscriber does not accept the new Subscription Fee, it may cancel its Subscription Plan before the increase takes effect.

4.8 Late payment. If a payment fails or is not received by its due date, Bluto may suspend the Subscriber's access to paid features until the outstanding amount is settled; interest may accrue on overdue amounts at the rate of 4% per annum above the Bank of England base rate, calculated daily; and the Subscriber shall remain liable for all fees incurred prior to suspension. Bluto will notify the Subscriber before suspending access where it is practicable to do so.

4.9 Plan Changes and Downgrade.

4.9.1 The Subscriber may upgrade or downgrade its Subscription Plan at any time through its account settings. A plan upgrade takes effect immediately. A plan downgrade takes effect at the end of the then-current billing period.

4.9.2 Where a plan downgrade results in the Subscriber's account exceeding the file, model, or Authorised User limits applicable under the new Subscription Plan, the following shall apply automatically at the point the downgrade takes effect:

4.9.2.1 Excess files and models that exceed the limit permitted under the new Subscription Plan will be archived. Archived files and models are not deleted and remain accessible to the Subscriber for the purpose of retrieval and export. The Subscriber may restore archived files and models by upgrading to a Subscription Plan that accommodates them.

4.9.2.2 Excess Authorised Users with editor-level access that exceed the seat limit permitted under the new Subscription Plan will have their editor access removed. Affected Authorised Users will retain viewer-level access unless the Subscriber removes them from the account entirely.

4.9.3 Bluto is not liable for any loss of access, productivity, or data arising from a plan downgrade initiated by the Subscriber.

4.10 Payment Failure and Grace Period.

4.10.1 If a payment fails or a Subscription Fee is not received by its due date, Bluto will notify the Subscriber by email and allow a grace period of 21 days from the date of the failed payment during which the Subscriber may update its payment details and settle the outstanding amount.

4.10.2 During the grace period, the Subscriber will retain access to the Service. If the outstanding amount is not settled within the grace period, Bluto may restrict or suspend the Subscriber's access to paid features in accordance with clause 4.8 until payment is received.

4.10.3 The grace period does not affect Bluto's right to charge interest on overdue amounts under clause 4.8 or to terminate the Agreement for non-payment under clause 13.5.

4.11 One-Off Purchases.

4.11.1 In addition to Subscription Plans, Bluto may make certain products or services available for purchase on a one-off basis without a recurring subscription ("One-Off Purchase"). A Subscriber who accesses the Service solely through One-Off Purchases is referred to in the platform as a one-off buyer.

4.11.2 One-Off Purchases are subject to the fees and terms displayed at the point of purchase. Unless otherwise stated at the point of purchase, One-Off Purchases are non-refundable.

4.11.3 One-off buyers do not receive a Credit allocation and do not have access to AI-powered features unless those features are specifically included in the relevant One-Off Purchase.

4.11.4 The other provisions of these Terms apply to one-off buyers to the extent relevant to their use of the Service.

4.12 Product Access and Subscription Bundles.

4.12.1 The Service comprises a suite of products, which may include financial modelling, pitch deck preparation, cap table management, tax relief planning, business planning, and other tools. The specific products accessible to the Subscriber depend on their Subscription Plan.

4.12.2 Subscription Plans may be structured as:

4.12.2.1 Single-product plans, which provide access to a specified individual product within the Service; or

4.12.2.2 Bundle plans, which provide access to a defined set of products or to the full product suite, as described at the point of purchase and on our pricing page.

4.12.3 Bluto may add new products to the Service from time to time. Whether a new product is included in an existing Subscription Plan depends on the terms of that plan. Subscribers on a bundle plan that includes the full product suite will receive access to new products when they are added. Subscribers on single-product plans or defined bundle plans will not automatically receive access to new products without upgrading to an appropriate Subscription Plan.

4.12.4 Bluto may retire, deprecate, or sunset individual products within the Service. Where a product that forms a material part of a paid Subscriber's Subscription Plan is to be retired, Bluto will provide reasonable advance notice and, where appropriate, a pro-rated adjustment to the Subscription Fee or the opportunity to migrate to an alternative product.

4.12.5 Product-specific terms or supplemental terms may apply to certain products within the Service. Where such terms exist, they will be made available within the relevant product and form part of the Agreement.

05Customer Content

Who owns it, how Bluto uses it, and what the Subscriber is responsible for.

5.1 Ownership. As between the parties, the Subscriber retains all right, title, and interest in and to its Customer Content. Nothing in these Terms transfers ownership of Customer Content to Bluto.

5.2 Licence to Bluto. The Subscriber grants Bluto a limited, non-exclusive, royalty-free licence to access, store, process, and use Customer Content solely for the purposes of:

• providing the Service to the Subscriber and its Authorised Users
• maintaining, securing, and improving the Service
• complying with applicable law
• providing customer support where the Subscriber has requested it and granted Bluto access for that purpose

5.3 Restrictions on Bluto's use. Bluto shall not:

• use the substantive content of Customer Content to train any AI or machine learning model without the Subscriber's prior written consent
• use Customer Content to benchmark, compare, or derive competitive intelligence in relation to other subscribers
• disclose Customer Content to any third party except as required to provide the Service or as required by applicable law

5.4 Usage Data. Bluto may collect and use Usage Data to operate, maintain, develop, and improve the Service. Usage Data does not include the substantive content of Customer Content. Bluto may derive aggregated, anonymised insights from Usage Data across the platform, provided that such insights do not permit identification of any individual Subscriber or their Customer Content.

5.5 Subscriber's representations. The Subscriber represents and warrants that:

• it has all necessary rights to upload and process Customer Content using the Service
• Customer Content does not infringe any third-party Intellectual Property Rights or breach any obligation of confidentiality
• it has obtained all necessary consents in relation to any personal data included in Customer Content
• Customer Content does not include sensitive personal data categories as defined under applicable data protection law, unless the Subscriber has a lawful basis for processing such data and has notified Bluto accordingly

5.6 Prohibited content. The Subscriber shall not upload Customer Content that is unlawful, defamatory, fraudulent, or that contains malicious code of any kind.

5.7 Feedback. If the Subscriber provides Feedback to Bluto, the Subscriber grants Bluto an irrevocable, perpetual, royalty-free licence to use that Feedback to develop and improve the Service. Bluto is under no obligation to act on any Feedback received.

06AI Features

How AI-powered features work and the obligations of both parties in relation to them.

6.1 AI-powered functionality. The Service incorporates AI-powered features including, without limitation, financial model generation, document drafting, data analysis, and conversational assistance. These features use large language models and other AI technologies to generate outputs based on inputs provided by the Subscriber or its Authorised Users.

6.2 Nature of AI outputs. AI-powered features generate outputs that are probabilistic in nature. Outputs may contain errors, omissions, or information that is inaccurate, incomplete, or out of date. The Subscriber acknowledges that:

• AI outputs are generated based on the inputs provided and the underlying model's training data, and do not reflect real-time information unless explicitly stated
• outputs do not constitute professional financial, tax, legal, accounting, or regulatory advice of any kind
• outputs relating to HMRC requirements, Companies House obligations, tax relief schemes, or any other regulatory matter must be verified against current official sources and reviewed by a qualified professional before being relied upon
• the Subscriber is solely responsible for verifying the accuracy and suitability of all AI outputs before using or distributing them

6.3 Customer Content and model training. Bluto shall not use the substantive content of inputs submitted to AI features -- including the Subscriber's financial data, business plans, and documents -- to train any AI or machine learning model without the Subscriber's prior written consent. This commitment applies to Bluto's own model development and to the terms under which Bluto engages third-party model providers.

6.4 Third-party model providers. AI features within the Service are powered in whole or in part by third-party AI model providers. Inputs submitted to AI features are processed by those providers subject to their applicable terms. Bluto assesses third-party model providers for compliance with its data protection obligations prior to engagement and maintains data processing agreements with providers as required under applicable law.

6.5 AI interaction metadata. Bluto may collect and use AI interaction metadata -- including the structure, length, and category of queries submitted to AI features, and interaction sequences -- as Usage Data in accordance with clause 5.4. Bluto shall not retain the full content of AI inputs beyond what is necessary to provide the Service.

6.6 Subscriber's obligations. The Subscriber shall not use AI features to:

• generate outputs intended to deceive, defraud, or mislead any person
• produce content that misrepresents the financial position or prospects of any business to investors, lenders, or regulatory authorities
• circumvent any applicable professional, regulatory, or legal requirement
• submit inputs that include sensitive personal data unless the Subscriber has a lawful basis for doing so

6.7 Regulatory context. The Subscriber acknowledges that outputs generated by AI features in relation to tax, regulatory, or compliance matters reflect the AI model's understanding of the relevant rules as at the date of the interaction and may not reflect subsequent changes. The Subscriber is responsible for ensuring compliance with all applicable laws and regulations independently of any outputs generated by the Service.

07Intellectual Property

Who owns what, and what rights are granted to the Subscriber.

7.1 Bluto's Intellectual Property Rights. All Intellectual Property Rights in the Service, including the platform, software, algorithms, calculation methodologies, documentation, design, and branding, are owned by or licensed to Bluto. No Intellectual Property Rights in the Service are transferred to the Subscriber under these Terms.

7.2 Subscriber's Intellectual Property Rights. As set out in clause 5.1, the Subscriber retains all Intellectual Property Rights in its Customer Content. AI-generated outputs produced within the Subscriber's account using the Subscriber's inputs are made available to the Subscriber for its own business use. Bluto makes no claim of ownership over such outputs.

7.3 Restrictions. The Subscriber shall not:

• copy, reproduce, or extract any part of the Service except as necessary for normal use
• reverse engineer, decompile, or disassemble the Service or any part of it, except to the extent permitted by applicable law
• modify, adapt, or create derivative works of the Service
• remove, alter, or obscure any proprietary notices on or within the Service
• use the Service to develop a competing product or service
• attempt to extract or replicate Bluto's calculation methodologies, algorithms, or AI model configurations

7.4 Reservation of rights. All rights not expressly granted to the Subscriber under these Terms are reserved by Bluto.

08Acceptable Use

The rules that apply to how the Service may and may not be used.

8.1 The Subscriber shall use the Service only in accordance with these Terms, the Acceptable Use Policy published at bluto.ai/legal/aup, and all applicable laws and regulations. The Acceptable Use Policy is incorporated into these Terms by reference.

8.2 Without prejudice to the Acceptable Use Policy, the Subscriber shall not:

• use the Service for any purpose that is unlawful, fraudulent, or harmful
• use the Service to produce financial documents or projections intended to mislead investors, lenders, or any other third party
• attempt to gain unauthorised access to the Service or any other user's account
• use automated means to scrape, crawl, or extract data from the Service except via authorised APIs
• introduce malware, viruses, or malicious code into the Service
• use the Service in a way that interferes with or degrades its availability for other users
• circumvent or attempt to circumvent any access controls, Credit limits, seat restrictions, or other technical limitations of the Service

8.3 Bluto reserves the right to suspend or terminate the Subscriber's access to the Service in accordance with clause 13.5 if it reasonably believes the Subscriber or any Authorised User has violated this clause 8.

09Confidentiality

Each party's obligations in relation to the other's confidential information.

9.1 Definition. "Confidential Information" means any information disclosed by one party (the "Discloser") to the other party (the "Recipient") in connection with the Agreement that is designated as confidential or that the Recipient ought reasonably to understand is confidential given its nature and the circumstances of disclosure. Bluto's Confidential Information includes its calculation methodologies, algorithms, pricing structures, and unreleased product plans. The Subscriber's Confidential Information includes its Customer Content.

9.2 Obligations. The Recipient shall:

9.2.1 use the Discloser's Confidential Information only for the purposes of performing its obligations or exercising its rights under the Agreement

9.2.2 protect the Confidential Information using at least the same degree of care it applies to its own confidential information, and in any event no less than reasonable care

9.2.3 not disclose Confidential Information to any third party except to employees, contractors, or professional advisers who have a need to know and are bound by equivalent confidentiality obligations

9.3 Exceptions. The obligations in clause 9.2 shall not apply to information that:

9.3.1 is or becomes publicly available through no breach of these Terms

9.3.2 was lawfully known to the Recipient before disclosure

9.3.3 is lawfully received from a third party without restriction

9.3.4 is independently developed by the Recipient without use of the Confidential Information

9.4 Required disclosure. The Recipient may disclose Confidential Information where required to do so by law, court order, or regulatory authority, provided that the Recipient gives the Discloser prompt written notice (to the extent legally permitted) and discloses only the minimum information required.

10Warranties and Disclaimers

What each party promises, and the limits of those promises.

10.1 Mutual warranties. Each party represents and warrants to the other that:

10.1.1 it has the full power and authority to enter into and perform its obligations under the Agreement

10.1.2 its entry into and performance of the Agreement does not violate any other agreement to which it is a party

10.2 Bluto's warranties. Bluto warrants that during the term of the Agreement it will:

10.2.1 provide the Service in substantial conformity with the Documentation

10.2.2 implement commercially reasonable technical and organisational security measures in accordance with its Security Policy at bluto.ai/legal/security

10.3 Subscriber's warranties. The Subscriber warrants that:

10.3.1 it has all necessary rights in relation to Customer Content as set out in clause 5.5

10.3.2 its use of the Service complies with these Terms and all applicable laws and regulations

10.4 Disclaimer. Save for the express warranties in this clause 10, the Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, Bluto disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In particular, Bluto does not warrant that:

10.4.1 the Service will meet the Subscriber's specific requirements

10.4.2 outputs generated by AI-powered features will be accurate, complete, or suitable for any particular purpose

10.4.3 the Service will be error-free, uninterrupted, or secure at all times

10.5 Consumer rights. Nothing in these Terms affects any statutory rights the Subscriber may have as a consumer under applicable law, including the Consumer Rights Act 2015.

11Limitation of Liability

The limits on each party's financial exposure under the Agreement.

11.1 Exclusion of indirect loss. To the fullest extent permitted by applicable law, neither party shall be liable to the other for any:

11.1.1 loss of profits, revenue, or anticipated savings

11.1.2 loss of business or contracts

11.1.3 loss of goodwill or reputation

11.1.4 loss or corruption of data

11.1.5 indirect, special, incidental, or consequential loss,

whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if that party has been advised of the possibility of such loss.

11.2 Aggregate cap. To the fullest extent permitted by applicable law, Bluto's total aggregate liability to the Subscriber in connection with the Agreement, whether arising in contract, tort, breach of statutory duty, or otherwise, shall not exceed the greater of: the total Subscription Fees paid by the Subscriber to Bluto in the twelve months immediately preceding the event giving rise to the claim; or one hundred pounds sterling (£100).

11.3 Exceptions. The limitations in this clause 11 do not apply to liability for death or personal injury caused by negligence; liability for fraud or fraudulent misrepresentation; any indemnification obligations under clause 12; or any other liability that cannot be excluded or limited under applicable law.

11.4 Basis of the bargain. The Subscriber acknowledges that the Subscription Fees reflect the allocation of risk in these Terms and that Bluto would not enter into the Agreement on these terms without the limitations on liability set out in this clause 11.

12Indemnification

The Subscriber's obligation to protect Bluto from third-party claims.

12.1 The Subscriber shall indemnify, defend, and hold harmless Bluto, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with:

• the Subscriber's Customer Content
• the Subscriber's or any Authorised User's use or misuse of the Service
• the Subscriber's breach of these Terms
• the Subscriber's violation of any applicable law or third-party right

12.2 Bluto shall notify the Subscriber promptly upon becoming aware of any claim for which indemnification is sought. The Subscriber shall have sole control of the defence and settlement of such claim, provided that it shall not admit liability on Bluto's behalf without Bluto's prior written consent. Bluto shall cooperate reasonably in the defence at the Subscriber's expense.

13Term and Termination

How long the Agreement lasts and how it may be ended.

13.1 Term. The Agreement commences on the Effective Date and continues until terminated in accordance with this clause 13.

13.2 Termination by the Subscriber. The Subscriber may terminate the Agreement at any time by cancelling their Subscription Plan through their account settings and ceasing all use of the Service. Termination by the Subscriber shall take effect at the end of the then-current billing period.

13.3 Termination for material change. If Bluto makes a modification to the Service that materially reduces the functionality available to a paid Subscriber, the Subscriber may terminate its Subscription Plan with effect from the date of the modification by notifying Bluto at [email protected] within 30 days of receiving notice of the change. In such circumstances, Bluto shall provide a pro-rated refund of prepaid unused fees.

13.4 Termination by Bluto for convenience. Bluto may terminate the Agreement for any reason by providing 30 days' written notice to the Subscriber. Where Bluto terminates a paid Subscription Plan for convenience, it shall provide a pro-rated refund of prepaid unused fees.

13.5 Termination or suspension for cause. Bluto may suspend or terminate the Subscriber's access to the Service with immediate effect, without liability, if:

13.5.1 the Subscriber breaches any material term of the Agreement and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice from Bluto

13.5.2 the Subscriber uses the Service in a manner that causes or risks causing material harm to Bluto, other users, or third parties

13.5.3 the Subscriber fails to pay any Subscription Fees within 14 days of the due date

13.5.4 Bluto is required to do so by applicable law or the order of a competent authority

Where the Subscriber's access is suspended, Bluto will notify the Subscriber of the reason for suspension and, where appropriate, the steps required to restore access.

13.6 Effect of termination.

13.6.1 Upon termination, the Subscriber's right to access and use the Service shall cease immediately, and the access rights of all Authorised Users shall terminate accordingly.

13.6.2 Bluto will make Customer Content available for the Subscriber to retrieve for a period of 7 days following termination. The Subscriber will be notified by email at the point of account closure and is responsible for exporting and saving any Customer Content it wishes to retain during this period. After the 7-day retrieval period, Customer Content will be permanently deleted.

13.6.3 Customer Content is backed up automatically on a daily basis as part of Bluto's infrastructure backup programme. Automated backups are retained for 7 days. Following expiry of the backup retention period, Customer Content cannot be recovered.

13.6.4 Termination does not affect any rights or liabilities accrued by either party prior to termination, and does not entitle the Subscriber to any refund except as expressly provided in this clause 13.

13.7 Survival. The following clauses shall survive termination of the Agreement: clauses 1 (Definitions), 5.1-5.3 (Customer Content ownership and restrictions), 7 (Intellectual Property), 9 (Confidentiality), 10.4 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13.6 (Effect of Termination), and 14 (General Provisions).

14General Provisions

The remaining legal terms that govern the Agreement as a whole.

14.1 Governing law. The Agreement and any dispute or claim arising out of or in connection with it, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of England and Wales.

14.2 Jurisdiction. Subject to clause 14.3, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement.

14.3 Consumer jurisdiction. If the Subscriber is a consumer and resident in Scotland, they may bring proceedings in the Scottish courts. If resident in Northern Ireland, they may bring proceedings in the Northern Irish courts.

14.4 Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, agreements, and understandings. Each party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out in the Agreement.

14.5 Amendments. Bluto may amend these Terms from time to time by publishing the updated version at bluto.ai/legal/terms and updating the version number and effective date. For material amendments, Bluto will notify the Subscriber by email at least 30 days before the amendment takes effect. The Subscriber's continued use of the Service after the effective date of an amendment constitutes acceptance. If the Subscriber does not accept an amendment, it may terminate its Subscription Plan before the amendment takes effect.

14.6 Assignment. The Subscriber may not assign or transfer the Agreement, or any rights or obligations under it, without Bluto's prior written consent. Bluto may assign the Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, subject to notifying the Subscriber. Any purported assignment in violation of this clause is void.

14.7 Waiver. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

14.8 Severability. If any provision of these Terms is held invalid, unlawful, or unenforceable, it shall be modified to the minimum extent necessary to make it valid, lawful, and enforceable. If modification is not possible, the provision shall be severed. The remainder of the Terms shall continue in full force and effect.

14.9 Force majeure. Neither party shall be in breach of the Agreement or liable for any delay or failure to perform its obligations to the extent that such delay or failure results from events, circumstances, or causes beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, civil unrest, war, governmental action, or failure of internet or telecommunications infrastructure. If such circumstances continue for more than 30 consecutive days, either party may terminate the Agreement on written notice.

14.10 Relationship of the parties. Nothing in these Terms creates or implies any partnership, joint venture, employment, or agency relationship between the parties.

14.11 Third-party rights. The Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.12 Notices. Notices to Bluto under these Terms shall be sent in writing to [email protected] or to Bluto AI Limited, 20 Red Lion Street, London, England, WC1R 4PS. Notices to the Subscriber shall be sent to the email address associated with their account. Notices sent by email shall be deemed received on the next business day following transmission.

14.13 Language. These Terms are written in English. Where these Terms are translated into any other language, the English version shall prevail in the event of any conflict or inconsistency.