Terms of use.

A. Who we are and what this agreement covers

1. Jesmond AI (Defend This) Ltd (Jesmond, we, us) is a company registered in England and Wales under company number 17367476, with its registered office at Chequers House, Chequers Lane, Watford WD25 0LG.

2. These terms, together with the order form and the data processing agreement, make up the agreement between us and the organisation named on the order form (the customer, you). They govern access to and use of the Jesmond service (the service). If the documents conflict, the order form prevails over these terms, and the data processing agreement prevails over both in relation to personal data.

3. The service guides an employer through internal employment procedures, including grievances, disciplinaries, appeals and flexible working requests. It reads the material you put into it, proposes the issues, people and document categories, and assembles working papers, including plans, letters, interview scripts and outcome documents, for you to check, change and use.

4. The service is provided to businesses and their staff. It is not for consumers and is not directed at children.

5. Questions about this agreement should be sent to hello@jesmond.ai or by post to our registered office.

B. What the service is, and is not

6. The service is a tool for running a procedure and keeping a record. It does not provide legal advice, and nothing it produces is legal advice. It does not make decisions in your procedures. Every finding, reason and word in the documents it assembles is yours.

7. Where the service cannot establish a fact from the material you have given it, it says so, marking the point as to be confirmed or information needed. It does not fill gaps by inventing facts, and you should not treat anything it produces as complete or correct until you have checked it.

8. You are responsible for every document the service produces before you use it, including for checking it against your own policies, the applicable law and any applicable code of practice, and for the decisions you take. We do not accept responsibility for the fairness, correctness or legal effect of a procedure you run, an outcome you reach, or a document you issue.

9. The service is currently provided as a beta. Features may change, and some parts of the architecture described in section H are in a transitional form during the beta, as set out there.

C. Access, accounts and roles

10. Your people sign in to the service through your own corporate identity provider. There is no public sign-up. We do not receive or store passwords. On each sign-in we receive an identifier, an email address and a display name from your identity provider, and we check on every request that the person is still active in your organisation.

11. You decide who in your organisation may use the service and in what role. Your organisation owner sets the organisation up, holds the recovery key described in section D, and must enrol a second key holder before the team starts work. Administrators work cases, invite and assign people, and can export the audit trail. Case workers see only the cases they are assigned to. The employees a case is about are not users of the service and have no access to it.

12. You are responsible for the people you let in: for keeping their sign-in credentials secure, for removing access promptly when someone leaves or changes role, and for everything done through the service by anyone you have authorised. Removing a person takes effect on their next request.

13. You must tell us at once at hello@jesmond.ai if you believe an account has been used without authority or a credential has been compromised.

D. Encryption keys are yours to keep

14. Case content, working drafts and the audit trail are encrypted in your browser before they leave the device, under keys derived from your users’ sign-in and held only by the people you have authorised. We store sealed copies of those keys and cannot open any of them. There is no route by which we, or anyone working for us, can enrol ourselves, recover a key, or read your content.

15. Because of that, custody of the keys is your responsibility. You must at all times keep at least two enrolled key holders, keep the recovery key in your own custody, and re-enrol key holders when staff change. If every key holder and the recovery key are lost, the content sealed under them is permanently unreadable, and we cannot restore it. The service will not permit normal use until a second key holder is enrolled.

16. Working papers come out of the service as files you keep wherever you keep your files. Nothing is trapped inside the service, and we recommend you export what you need to keep as you go.

E. Acceptable use

17. You may use the service only for running your own organisation’s internal employment procedures, in accordance with the law and with this agreement.

18. You must not: use the service to break the law or infringe anyone’s rights; put into it material you have no right to process; attempt to gain access to another organisation’s data or to any part of the service you are not authorised to use; interfere with the service’s security or operation; reverse engineer, copy or resell the service; or use it to build a competing product.

19. You are responsible for deciding what material to put into the service, for having a lawful basis and, where it applies, an Article 9 or Article 10 condition to do so, and for telling your employees and others whose data is involved how that data is used. We can describe the architecture precisely and will; we cannot make those decisions for you.

20. We may suspend access, in whole or in part, where we reasonably believe it is necessary to protect the service, other customers or the people whose data is involved, or where you are in material breach of this agreement. We will tell you why and restore access when the reason has been dealt with.

F. Fees and payment

21. The fees are set out in the order form. Unless the order form says otherwise, the standard charge is £1 per employee per month, plus a set-up charge based on the size of your organisation and the features you take. There is no fee per case.

22. Model usage is included in the standard charge up to a fair-use maximum stated in the order form, measured by the number of tokens processed by the model. If your usage exceeds the maximum we will tell you, and we will agree either a higher allowance or an additional charge with you before applying it.

23. Where the order form provides for a free pilot, the pilot is provided on the terms in the order form and for the period stated there. These terms apply to the pilot except as to fees. A pilot does not convert automatically: at the end of the pilot period access ends unless an order form for continued use has been agreed, and you should export anything you wish to keep before then.

24. Fees are exclusive of VAT, which is payable in addition at the applicable rate. Unless the order form says otherwise we invoice monthly in arrears, and invoices are payable within thirty days of the invoice date. If an invoice is not paid when due we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend access on fourteen days’ written notice until it is paid.

25. We may change the fees on renewal by giving you at least sixty days’ notice before the renewal date.

G. Your material, our service, and confidentiality

26. You own the material you put into the service and the documents it produces for you. You grant us only what is needed to provide the service to you, and because of the architecture described in section H that is very little: we route and store sealed content, we do not read it.

27. We own the service, its software, its design and its documentation, and everything about it that is not your material. You receive a non-exclusive, non-transferable right to use the service for the term, and nothing more.

28. Each of us will keep the other’s confidential information confidential and use it only for the purposes of this agreement, except where disclosure is required by law or the information is already public. In our case, the confidentiality of your case content is not a matter of this promise alone: the service is built so that we cannot read it, as described in section H.

29. Our engineering partner builds and supports the service using synthesised or anonymised test data only, and holds no key to anything real.

30. We may use anonymised, aggregated information about how the service is used, which does not identify you or any individual, to operate and improve the service.

H. The architecture, stated as fact

31. The service is built so that we are unable to read case content. Case content is encrypted on your device before it goes anywhere. Your browser sends the model request directly to the model, in the United Kingdom, under an agreement that the model provider retains nothing. Our servers hold your organisation’s identity records, which case is at which step, usage counts, a content-free audit trail, and sealed copies of drafts and keys that we cannot open.

32. In the current beta, because a browser is not permitted to call the model’s address directly, the request passes through a relay on our own domain on its way to the model. The relay holds the request in memory for the fraction of a second needed to pass it on. It is never written down and never logged, and the rule that enforces that is set above our own administrators. What that rule does not cover is our cloud provider’s own privileged staff. We have accepted that risk for this phase rather than pretend it away; the engineering that removes it is scheduled. This applies only while a request is in flight. Everything stored is sealed under keys we do not hold.

33. One organisation cannot reach another’s data. That is enforced beneath the application, by the database and the storage themselves. Your audit trail is kept in storage set aside for your organisation alone, is tamper-evident, and can be decrypted and exported by you for legal use without our involvement.

34. The data processing agreement describes these measures in more detail. Where they are described in this agreement, they are statements of how the service is built, not marketing claims, and we will keep them accurate.

I. Availability and support

35. We will provide the service with reasonable skill and care and will use reasonable efforts to keep it available, but we do not promise that it will be uninterrupted or error-free. We do not currently offer a service level commitment or service credits.

36. Support is provided by email at help@jesmond.ai. Because we cannot read case content, support works from metadata: which tool, which step, what error. If a problem genuinely needs the content to diagnose, you decide what to share and how. There is no view that lets us look for ourselves.

37. We may change the service from time to time. We will not remove a material feature you rely on during the term without reasonable notice.

J. Warranties, liability and indemnities

38. Each of us warrants that it has the authority to enter into this agreement. We warrant that we will provide the service with reasonable skill and care. Except as expressly stated, all other warranties, conditions and terms, whether express or implied, are excluded to the fullest extent the law allows.

39. Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

40. Subject to clause 39, neither of us is liable to the other for any loss of profit, loss of business, loss of goodwill, or any indirect or consequential loss, however arising.

41. Subject to clauses 39 and 40, our total liability to you under or in connection with this agreement in any twelve-month period is limited to the fees paid or payable by you in that period. The same limit applies to liability under the data processing agreement.

42. You will indemnify us against claims arising from the material you put into the service, from the decisions you take and documents you issue in your procedures, and from your breach of clause 19.

K. Term and termination

43. This agreement starts on the date in the order form and continues for the initial term stated there. After the initial term it continues month by month until either of us ends it by giving the other at least thirty days’ written notice.

44. Either of us may terminate this agreement on written notice if the other commits a material breach and, where the breach can be remedied, does not remedy it within thirty days of being asked to, or if the other becomes insolvent. We may also terminate on notice if fees remain unpaid thirty days after they fall due.

45. Before termination takes effect you should export the working papers and audit trail you wish to keep. After termination we will disable access and, within thirty days, delete the sealed data we hold for your organisation by destroying the keys under which it is stored, which renders it permanently unreadable, and by removing your organisation’s isolated storage. The audit trail is subject to the retention period in the data processing agreement.

46. Termination does not affect rights and liabilities accrued before it, and the clauses on confidentiality, liability, governing law and any other clause intended to survive continue to apply.

L. General

47. We may change these terms from time to time. We will give you at least thirty days’ notice of a material change, and if you do not accept it you may terminate this agreement by written notice before it takes effect.

48. Notices must be in writing and sent by email to the addresses in the order form, or to hello@jesmond.ai for notices to us.

49. Neither of us may assign this agreement without the other’s consent, which will not be unreasonably withheld, except that either of us may assign it to a successor to its business.

50. This agreement, the order form and the data processing agreement are the entire agreement between us on their subject matter and replace any earlier agreement or understanding. Nothing in this agreement creates a partnership or agency, or confers any right on a third party.

51. If a clause is found to be invalid or unenforceable, the rest of the agreement is unaffected.

52. This agreement and any dispute arising out of it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.