These Terms of Service ("Terms") constitute a legally binding agreement between you (whether an individual or an entity you represent) and Rensora AI ("Rensora", "we", "us", or "our"), governing your access to and use of the Rensora platforms, products, consulting services, websites (including rensora.ai and rensoraai.com), and all related applications, tools, APIs, documentation, and content (collectively, the "Services").
Please read these Terms carefully before accessing or using our Services. By accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
1.1. By accessing, browsing, or using the Services, or by clicking a button or checking a box indicating your acceptance, you signify that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Services.
1.2. You represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement. If you are accessing or using the Services on behalf of a company, organisation, or other legal entity, you represent and warrant that you are an authorised representative of that entity and have the authority to bind such entity to these Terms. In such cases, the terms "you" and "your" shall refer to that entity.
1.3. We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date above. Your continued use of the Services following any such modification constitutes your acceptance of the modified Terms. If you do not agree to any modification, your sole remedy is to discontinue use of the Services.
1.4. Certain Services may be subject to additional terms, conditions, or policies (including, without limitation, Statements of Work, Order Forms, Service Level Agreements, or platform-specific terms). In the event of a conflict between these Terms and any additional terms, the additional terms shall prevail with respect to the applicable Services, unless expressly stated otherwise.
For the purposes of these Terms, the following definitions shall apply:
3.1. Account Creation. To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to keep such information updated at all times.
3.2. Account Credentials. You are solely responsible for maintaining the confidentiality of your account credentials, including your password, and for all activities that occur under your account. You agree to notify Rensora immediately at [email protected] of any unauthorised use of your account or any other breach of security.
3.3. Authorised Users. If you are a Customer subscribing to the Services on behalf of an organisation, you are responsible for ensuring that all Users who access the Services under your account are authorised to do so and comply with these Terms. You shall be liable for any acts or omissions of your Users as if they were your own.
3.4. Account Suspension. Rensora reserves the right to suspend or terminate your account, or restrict your access to the Services, at any time and without prior notice if we reasonably believe that: (a) you have violated these Terms or any applicable law; (b) your account has been compromised; (c) your use of the Services poses a security risk to Rensora, other users, or third parties; or (d) suspension or termination is required by law or regulatory authority.
3.5. Account Deletion. You may request deletion of your account at any time by contacting us at [email protected]. Account deletion is subject to the data retention provisions set forth in our Privacy Policy and any applicable contractual obligations.
4.1. License Grant. Subject to your compliance with these Terms and payment of all applicable fees, Rensora grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for your internal business purposes during the applicable subscription term.
4.2. Permitted Uses. You may use the Services only in accordance with these Terms, all applicable laws and regulations, and the Documentation. You shall not use the Services for any purpose that is unlawful, prohibited by these Terms, or that infringes or violates the rights of any third party.
4.3. Service Availability. Rensora will use commercially reasonable efforts to make the Services available to you. However, you acknowledge that the Services may be subject to scheduled and unscheduled maintenance, upgrades, and updates, and that temporary interruptions may occur. Unless expressly set forth in a separate Service Level Agreement executed between the parties, Rensora does not guarantee any specific level of uptime, availability, or performance.
4.4. Modifications to Services. Rensora reserves the right to modify, update, enhance, or discontinue any feature or functionality of the Services at any time. We will use commercially reasonable efforts to provide advance notice of any material changes that may adversely affect your use of the Services. Continued use of the Services following any modification constitutes your acceptance of such modification.
4.5. Beta Features. From time to time, Rensora may offer access to features, tools, or services that are designated as beta, preview, experimental, or early access ("Beta Features"). Beta Features are provided "as is" and "as available" without any warranty or commitment of any kind. Rensora may modify, suspend, or discontinue Beta Features at any time without notice or liability.
(a) Customer Ownership of Configurations. The Customer retains all right, title, and interest in and to the AI agent configurations, workflows, governance policies, prompt templates, and operational rules created by the Customer or its Users within the Evolis AI platform ("Customer Configurations"). Rensora claims no ownership over Customer Configurations.
(b) Platform Infrastructure. Rensora retains all right, title, and interest in and to the Evolis AI platform infrastructure, including all underlying software, algorithms, models, tools, APIs, user interfaces, and technology. Nothing in these Terms transfers any ownership of the platform infrastructure to the Customer.
(c) Agent Governance. The Customer is solely responsible for establishing and maintaining appropriate governance policies for AI agents deployed through the Evolis AI platform, including approval workflows, escalation procedures, human-in-the-loop safeguards, and compliance controls. Rensora provides the governance tooling and infrastructure, but the Customer is responsible for the substantive governance decisions and policies implemented therein.
(a) Customer Ownership of Artifacts. The Customer retains all right, title, and interest in and to the modernisation artifacts, assessment data, migration plans, architecture designs, and transformation outputs generated through the Customer's use of the ModernZAI platform, to the extent such materials are derived from or incorporate Customer Data.
(b) Transformation Tooling. Rensora retains all right, title, and interest in and to the ModernZAI platform, including all assessment frameworks, transformation methodologies, migration tools, analysis engines, and underlying technology. The Customer receives a licence to use such tooling solely through the platform during the subscription term.
(a) The Services may integrate with or facilitate access to third-party artificial intelligence providers, including but not limited to OpenAI, Anthropic, Amazon Web Services (AWS), Google Cloud, Microsoft Azure, and other large language model (LLM) or machine learning service providers ("Third-Party AI Providers").
(b) The Customer is solely responsible for: (i) obtaining and maintaining any required accounts, subscriptions, API keys, or licences with Third-Party AI Providers; (ii) complying with all terms of service, acceptable use policies, and other agreements of Third-Party AI Providers; and (iii) any fees, charges, or costs imposed by Third-Party AI Providers.
(c) Rensora is not a party to any agreement between the Customer and any Third-Party AI Provider, and Rensora makes no representations or warranties regarding the availability, performance, accuracy, or reliability of any Third-Party AI Provider's services.
(a) The Customer acknowledges and agrees that AI-generated outputs, predictions, recommendations, code, text, and other results produced through the Services ("Model Outputs") are generated by automated systems and may contain errors, inaccuracies, biases, or omissions.
(b) Rensora does not guarantee the accuracy, completeness, reliability, suitability, or fitness for any particular purpose of any Model Outputs. The Customer is solely responsible for reviewing, validating, and verifying all Model Outputs before relying upon or implementing them in any capacity.
(c) Model Outputs shall not be construed as professional advice (including legal, financial, medical, or regulatory advice), and the Customer should seek qualified professional counsel where appropriate.
Rensora will not use Customer Data to train, improve, or develop its own proprietary machine learning models, artificial intelligence models, or algorithms without the Customer's prior written consent. This restriction does not apply to aggregated, de-identified, and anonymised data from which no individual customer or user can be identified, which Rensora may use in accordance with Section 6.5 of these Terms.
As between the parties, the Customer retains all right, title, and interest (including all intellectual property rights) in and to the Customer Data. Nothing in these Terms shall be construed to transfer any ownership of Customer Data from the Customer to Rensora.
Rensora retains all right, title, and interest (including all intellectual property rights) in and to the Services, the Platform, all Documentation, all pre-existing intellectual property, and all improvements, modifications, derivative works, and enhancements thereto, regardless of whether such improvements were developed in connection with the provision of Services to the Customer. The Customer acquires no rights in the foregoing except the limited licence expressly granted under these Terms.
The Customer grants to Rensora a limited, non-exclusive, worldwide, royalty-free licence to access, use, process, store, transmit, and display Customer Data solely to the extent necessary to provide, maintain, support, and improve the Services in accordance with these Terms and the Privacy Policy. This licence terminates upon the earlier of: (a) the expiration or termination of the applicable subscription term; or (b) the deletion of the Customer Data from the Services in accordance with these Terms.
If you provide Rensora with any suggestions, ideas, enhancement requests, recommendations, feedback, or other input regarding the Services ("Feedback"), you hereby grant Rensora an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, non-exclusive licence to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without any obligation of attribution, compensation, or accounting to you. You acknowledge that Rensora is not obligated to implement any Feedback.
Notwithstanding anything to the contrary in these Terms, Rensora may collect, generate, and use aggregated, de-identified, and anonymised data derived from the Customer's use of the Services ("Aggregated Data") for purposes including but not limited to: (a) analytics and benchmarking; (b) improving the Services; (c) developing new products and features; (d) generating industry reports and insights; and (e) compliance and security purposes. Aggregated Data shall not identify or permit identification of the Customer, any User, or any individual, and shall be treated as Rensora's proprietary information.
7.1. Scope. Where Rensora provides consulting, advisory, professional, or implementation services ("Consulting Services"), the scope, deliverables, timeline, milestones, fees, and other terms of such engagement shall be defined in a mutually executed Statement of Work or engagement letter. In the event of a conflict between these Terms and a Statement of Work, the Statement of Work shall prevail with respect to the applicable Consulting Services.
7.2. Deliverables Ownership. Ownership of deliverables produced through Consulting Services shall be as specified in the applicable Statement of Work. Unless otherwise agreed in writing: (a) the Customer shall own all deliverables that are custom-developed specifically for the Customer; (b) Rensora shall retain all right, title, and interest in and to all pre-existing intellectual property, methodologies, frameworks, tools, templates, know-how, and general knowledge, including any improvements thereto developed during the engagement; and (c) Rensora shall retain the right to reuse general skills, knowledge, experience, and methodologies gained during the engagement.
7.3. Professional Standards. Rensora shall perform the Consulting Services in a professional and workmanlike manner, consistent with generally accepted industry standards and practices. Rensora personnel assigned to the engagement shall possess the qualifications, skills, and experience reasonably necessary to perform the Consulting Services described in the applicable Statement of Work.
7.4. Client Cooperation. The Customer acknowledges that the successful delivery of Consulting Services depends on the Customer's timely cooperation, including: (a) providing reasonable access to relevant systems, data, personnel, and information; (b) designating a primary point of contact with appropriate decision-making authority; (c) reviewing and providing feedback on deliverables within agreed timeframes; and (d) fulfilling any dependencies or obligations identified in the Statement of Work. Delays caused by the Customer's failure to cooperate shall not constitute a breach by Rensora and may result in adjustments to the project timeline and fees.
8.1. You agree not to use the Services to engage in or facilitate any activity that:
8.2. Rensora reserves the right to investigate any suspected violation of this Acceptable Use Policy and to take appropriate action, including without limitation: suspending or terminating your access to the Services, removing or disabling offending content, reporting violations to law enforcement, and pursuing any available legal remedies.
9.1. Subscription Fees. Fees for the Services shall be as set forth in the applicable Order Form, subscription agreement, or as published on the Rensora website. Unless otherwise specified, all fees are quoted in United States Dollars (USD) or British Pounds Sterling (GBP) as indicated in the applicable Order Form.
9.2. Payment Terms. Unless otherwise specified in the applicable Order Form, all invoiced fees are due and payable within thirty (30) days of the invoice date ("Net 30"). The Customer shall make all payments by the method specified in the Order Form or invoice.
9.3. Late Payment. If any undisputed amount is not paid when due, Rensora reserves the right to: (a) charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full; (b) suspend the Customer's access to the Services upon fifteen (15) days' prior written notice; and (c) recover all reasonable costs and expenses (including legal fees) incurred in collecting overdue amounts.
9.4. Taxes. All fees are exclusive of, and the Customer is responsible for, all applicable taxes, levies, duties, and governmental charges (including VAT, GST, sales tax, and withholding taxes), excluding taxes based on Rensora's net income. If Rensora is required to collect or remit any such taxes, the applicable amount will be added to the Customer's invoice.
9.5. Price Changes. Rensora may adjust the fees for the Services upon at least sixty (60) days' prior written notice to the Customer. Price changes shall take effect at the start of the next renewal term. If the Customer does not agree to the price change, the Customer may terminate the affected subscription by providing written notice before the commencement of the renewal term.
9.6. Free Tier. Rensora may offer certain Services or features at no charge ("Free Tier"). Free Tier access is provided at Rensora's sole discretion and may be subject to usage limits, feature restrictions, and reduced or no support. Rensora reserves the right to modify, limit, or discontinue the Free Tier at any time without notice. Free Tier Services are provided without any service level commitments or uptime guarantees.
10.1. Definition. "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation: trade secrets, business plans, strategies, financial information, pricing, customer lists, technical data, product roadmaps, source code, algorithms, architectures, and Customer Data.
10.2. Obligations. The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein; (c) use Confidential Information solely for the purposes of exercising its rights or performing its obligations under these Terms; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
10.3. Exceptions. The obligations set forth in this Section 10 shall not apply to any information that: (a) is or becomes publicly available through no fault or act of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's records; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; (d) is rightfully received from a third party without restriction on disclosure and without breach of any obligation of confidentiality; or (e) is required to be disclosed by law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to obtain protective treatment for such information.
10.4. Survival. The obligations of confidentiality set forth in this Section 10 shall survive the expiration or termination of these Terms for a period of three (3) years, except with respect to trade secrets, which shall remain subject to confidentiality obligations for so long as such information qualifies as a trade secret under applicable law.
Rensora warrants that: (a) the Services will materially conform to the applicable Documentation during the subscription term; (b) Rensora will perform Consulting Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) to Rensora's knowledge, the Services will not, at the time of delivery, contain any malicious code intentionally introduced by Rensora. If the Services fail to conform to this limited warranty, the Customer's sole and exclusive remedy shall be, at Rensora's option, either: (i) correction of the non-conforming Services; or (ii) termination of the affected subscription and a pro-rata refund of prepaid fees for the unused portion of the subscription term.
THE CUSTOMER ACKNOWLEDGES AND AGREES THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES ARE INHERENTLY PROBABILISTIC AND MAY PRODUCE OUTPUTS THAT ARE INACCURATE, INCOMPLETE, BIASED, OR OTHERWISE UNSUITABLE FOR ANY PARTICULAR PURPOSE. RENSORA MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT: (A) MODEL OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE; (B) AI AGENTS WILL OPERATE WITHOUT INTERRUPTION OR PRODUCE INTENDED RESULTS IN ALL CIRCUMSTANCES; (C) THE SERVICES WILL MEET ALL OF THE CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; OR (D) ANY DEFECTS OR ERRORS IN MODEL OUTPUTS WILL BE CORRECTED.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. RENSORA HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (C) WARRANTIES OF UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE ACCESS TO OR OPERATION OF THE SERVICES; AND (D) WARRANTIES THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR INTEGRATE WITH ANY PARTICULAR SYSTEM OR INFRASTRUCTURE.
Rensora makes no warranty or representation regarding the availability, performance, accuracy, reliability, or security of any Third-Party AI Provider or other third-party service integrated with or accessible through the Services. The Customer's use of any third-party service is at the Customer's own risk and subject to the applicable third party's terms and conditions.
12.1. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF RENSORA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO RENSORA DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE TIER USERS, RENSORA'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD $100).
12.2. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RENSORA OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; (C) LOSS OF OR DAMAGE TO DATA; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (E) BUSINESS INTERRUPTION, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF RENSORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3. Carve-Outs. The limitations and exclusions set forth in Sections 12.1 and 12.2 shall not apply to liability arising from: (a) a party's fraud, wilful misconduct, or gross negligence; (b) a party's breach of its confidentiality obligations under Section 10; (c) a party's indemnification obligations under Section 13; (d) Rensora's infringement of the Customer's intellectual property rights; (e) death or personal injury caused by a party's negligence; or (f) any liability that cannot be excluded or limited under applicable law.
12.4. Platform-Specific Limitations. Without limiting the generality of the foregoing, Rensora shall not be liable for: (a) any failure, downtime, degradation, or unavailability of any Third-Party AI Provider's services; (b) the accuracy, completeness, or fitness for purpose of any Model Outputs generated through the Services; (c) any decisions made or actions taken by the Customer in reliance on Model Outputs; (d) the performance, behaviour, or consequences of AI agents deployed by the Customer through the Services; or (e) the Customer's failure to implement appropriate governance, oversight, or human-in-the-loop controls for AI agents.
12.5. Basis of the Bargain. The parties acknowledge that the limitations of liability set forth in this Section 12 reflect a fair and reasonable allocation of risk between the parties, form an essential basis of the bargain between the parties, and shall apply regardless of the failure of essential purpose of any limited remedy.
The Customer shall defend, indemnify, and hold harmless Rensora and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Customer's breach of these Terms; (b) the Customer's violation of any applicable law, regulation, or third-party right; (c) the Customer Data, including any claim that the Customer Data infringes or misappropriates any third party's intellectual property or privacy rights; (d) the Customer's misuse of the Services or Model Outputs; or (e) the actions, behaviour, or consequences of AI agents deployed by the Customer through the Services.
Rensora shall defend, indemnify, and hold harmless the Customer from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of any third-party claim that the Services (excluding any Customer Data, Customer Configurations, third-party services, or open-source components) infringe or misappropriate such third party's intellectual property rights. If the Services become, or in Rensora's reasonable opinion are likely to become, the subject of an infringement claim, Rensora may, at its sole option and expense: (a) procure the right for the Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially diminishing functionality; or (c) replace the Services with a functionally equivalent non-infringing alternative. If none of the foregoing options is commercially practicable, Rensora may terminate the affected subscription and provide a pro-rata refund of prepaid fees for the unused portion of the subscription term.
The party seeking indemnification ("Indemnified Party") shall: (a) promptly notify the indemnifying party ("Indemnifying Party") in writing of any claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced by such failure); (b) grant the Indemnifying Party sole control of the defence and settlement of such claim; and (c) provide the Indemnifying Party with reasonable cooperation and assistance in the defence of such claim, at the Indemnifying Party's expense. The Indemnifying Party shall not settle any claim in a manner that imposes obligations on, or requires admissions by, the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld.
14.1. Subscription Term. The initial term of each subscription to the Services shall be as specified in the applicable Order Form ("Initial Term"). Unless otherwise specified in the Order Form, each subscription shall automatically renew for successive periods equal in duration to the Initial Term ("Renewal Terms"), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
14.2. Termination for Convenience. Either party may terminate a subscription for convenience by providing at least thirty (30) days' prior written notice to the other party. If the Customer terminates for convenience during a subscription term, the Customer shall not be entitled to a refund of any prepaid fees, unless otherwise specified in the applicable Order Form.
14.3. Termination for Cause. Either party may terminate these Terms or any subscription immediately upon written notice if the other party: (a) commits a material breach of these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof; (b) becomes insolvent, files for bankruptcy, or is subject to any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (c) ceases to conduct business in the ordinary course.
14.4. Effect of Termination. Upon expiration or termination of these Terms or any subscription:
14.5. Survival. The following provisions shall survive expiration or termination of these Terms: Sections 2 (Definitions), 6 (Customer Data & Intellectual Property), 8 (Acceptable Use Policy, with respect to ongoing obligations), 9 (Fees & Payment, with respect to outstanding amounts), 10 (Confidentiality), 11 (Warranties & Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14.4 (Effect of Termination), 14.5 (Survival), 15 (Governing Law & Dispute Resolution), and 16 (General Provisions).
15.1. Governing Law. 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) shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.
15.2. Good Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services, the parties shall first attempt to resolve the matter through good faith negotiation between senior representatives of each party. The parties shall engage in such negotiation for a period of not less than thirty (30) days before initiating any formal dispute resolution proceedings.
15.3. Mediation. If the parties are unable to resolve a dispute through good faith negotiation within the period specified in Section 15.2, either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The mediation shall take place in London, England. The costs of the mediation shall be shared equally by the parties. If the dispute is not resolved through mediation within sixty (60) days of the referral to mediation, either party may initiate arbitration as set forth in Section 15.4.
15.4. Arbitration. Any dispute not resolved through negotiation or mediation shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one, unless the parties agree otherwise. The seat, or legal place, of arbitration shall be London, England. The language of the arbitration shall be English. The award of the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
15.5. Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, Confidential Information, or other proprietary rights, without the requirement of posting a bond or proving actual damages.
16.1. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, civil unrest, government actions, sanctions, embargoes, changes in applicable laws or regulations (including changes to artificial intelligence regulations, data protection laws, or export controls), labour disputes, power or telecommunications failures, internet or network outages, cyberattacks, or failures of third-party service providers. The affected party shall promptly notify the other party of the force majeure event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.
16.2. Assignment. The Customer may not assign, transfer, or delegate these Terms or any of its rights or obligations hereunder without the prior written consent of Rensora, except that the Customer may assign these Terms without consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms. Rensora may assign these Terms or any of its rights or obligations hereunder without the Customer's consent. Any purported assignment in violation of this section shall be void.
16.3. Entire Agreement. These Terms, together with all Order Forms, Statements of Work, and any additional terms referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, representations, warranties, and understandings, whether written or oral, with respect to such subject matter.
16.4. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent, or if such modification is not possible, shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these Terms.
16.5. Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any waiver must be in writing and signed by the party granting the waiver.
16.6. Notices. All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by a nationally recognised overnight courier service; or (d) sent by email to the addresses specified in the applicable Order Form or, in the case of Rensora, to [email protected]. Notice by email shall be deemed effective upon confirmation of receipt or, in the absence of such confirmation, twenty-four (24) hours after transmission.
16.7. Export Compliance. The Customer shall comply with all applicable export control laws, regulations, and sanctions, including those of the United Kingdom, the European Union, and the United States, in connection with its use of the Services. The Customer represents and warrants that it is not located in, and will not use the Services from, any country or territory subject to comprehensive government sanctions, and that it is not listed on any applicable restricted or denied party list.
16.8. Anti-Corruption. Each party represents and warrants that it shall comply with all applicable anti-bribery and anti-corruption laws, including but not limited to the UK Bribery Act 2010, the US Foreign Corrupt Practices Act (FCPA), and any applicable local anti-corruption legislation. Neither party shall, directly or indirectly, offer, promise, give, or authorise any bribe, kickback, or other improper payment or benefit in connection with these Terms.
16.9. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
16.10. Relationship of the Parties. The relationship between Rensora and the Customer is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.
16.11. Headings. The headings and section titles in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms.
If you have any questions, concerns, or requests regarding these Terms of Service, please contact us at: