Terms of Service

1. About These Terms

These Terms of Service (“Terms”) form a legally binding agreement between CybAura Ltd, a company incorporated in England and Wales (“CybAura”, “we”, “us”), and the organisation that creates an account (“Customer”, “you”).

These are business-to-business terms. They govern the commercial use of the CybAura platform by organisations and their authorised personnel. Consumer protection legislation (such as the Consumer Rights Act 2015) does not apply to these Terms.

By creating an account or using the platform, the Customer agrees to these Terms on behalf of their organisation. The individual creating the account represents that they have authority to bind the organisation.

2. Definitions

“Platform”

The CybAura software-as-a-service application, including all AI agents, features, and APIs, available at app.cybaura.io.

“Subscription”

The Customer's right to access and use the Platform under a selected plan for a subscription period.

“Users”

Individual employees, contractors, or agents authorised by the Customer to access the Platform under the Customer's account.

“Customer Data”

All data, content, and information uploaded to, created within, or processed by the Platform by or on behalf of the Customer.

“AI Outputs”

Recommendations, risk scores, alerts, reports, compliance mappings, and other analysis generated by CybAura's AI agents.

“Confidential Information”

Any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

3. Subscriptions and Payment

3.1 Plans and Billing

• Subscriptions are available on monthly or annual billing cycles at the rates published on our pricing page at the time of purchase.
• Annual plans are billed in full upfront. Monthly plans are billed on the same calendar day each month.
• Subscriptions auto-renew at the end of each billing period unless cancelled in accordance with clause 3.2.
• All prices are exclusive of VAT. VAT is charged at the applicable UK rate for UK customers.

3.2 Cancellation

• Monthly plan: Cancel at any time. Access continues until the end of the current paid period. No refunds for unused days.
• Annual plan: Cancel with at least 30 days’ written notice before the renewal date to avoid being charged for the next annual period.
• Cancellation requests must be submitted via account settings or by email to billing@cybaura.io.

3.3 Price Changes

We will give at least 30 days’ written notice of price increases, effective on your next renewal date. Continued use after the effective date constitutes acceptance of the new price.

3.4 Free Tier

The free tier is available indefinitely subject to usage limits specified on our pricing page. We reserve the right to modify free tier limits or discontinue the free tier with 30 days’ notice.

3.5 Late Payment

If a payment fails, we will retry and notify the Customer. If payment remains outstanding after 14 days, we may suspend access until payment is received. Suspension does not constitute termination; Customer Data is preserved during suspension.

4. Acceptable Use

The Customer and its Users may not use the Platform to:

• Engage in any activity that is illegal under applicable law
• Conduct security research, penetration testing, or vulnerability scanning against systems or networks belonging to third parties without their prior written consent
• Reverse-engineer, decompile, disassemble, or create derivative works based on the Platform or any component thereof
• Share login credentials with individuals who are not authorised Users
• Upload or transmit malware, ransomware, spyware, or any other malicious code
• Attempt to gain unauthorised access to other customers’ accounts, data, or infrastructure
• Use automated means (bots, scrapers, crawlers) to extract data from the Platform beyond normal API usage as documented
• Resell, sublicence, or make the Platform available to third parties without CybAura’s prior written consent
• Remove, alter, or obscure any proprietary notices within the Platform
• Use the Platform in violation of any applicable export control regulations or trade sanctions

We reserve the right to suspend access immediately and without notice if we have reasonable grounds to believe a Customer is in material breach of this clause.

5. Service Availability

5.1 SLA Target

We target 99.9% monthly uptime for the production application, measured on a calendar-month basis and excluding scheduled maintenance windows. 99.9% uptime equates to no more than approximately 43.8 minutes of unplanned downtime per month.

5.2 Scheduled Maintenance

We will provide at least 48 hours’ advance notice of scheduled maintenance windows via the status page (status.cybaura.io) and, for maintenance exceeding 30 minutes, by email. Where possible, maintenance is scheduled between 22:00 and 06:00 UTC on weekday nights.

5.3 Service Credits

If we fail to meet the 99.9% SLA target in a given month, eligible Customers on paid plans may request service credits in accordance with our SLA policy published at cybaura.io/legal/sla. Service credits are the Customer’s sole remedy for downtime and do not constitute a right to terminate.

6. Customer Data

• Customer Data remains the sole property of the Customer at all times.
• CybAura processes Customer Data only to provide and improve the Platform, in accordance with the Customer’s instructions and our Data Processing Agreement.
• CybAura will not use Customer Data to train, fine-tune, or improve AI models without the Customer’s explicit written consent.
• The Customer is responsible for the accuracy, legality, and appropriateness of Customer Data uploaded to the Platform.
• On termination, the Customer may export their data for 30 days using the built-in export tools. After 30 days, CybAura will securely delete Customer Data unless legally required to retain it.

7. AI Outputs

• AI Outputs are advisory and informational only. They do not constitute legal, compliance, financial, or professional security advice.
• The Customer is responsible for reviewing all AI Outputs and for all operational, security, and compliance decisions made in reliance on them.
• CybAura makes no warranty as to the completeness, accuracy, or fitness for any particular purpose of AI Outputs.
• AI agent recommendations require human review and approval before execution. CybAura’s AI agents do not take autonomous actions on customer systems without explicit authorisation.

8. Intellectual Property

• CybAura retains all intellectual property rights in the Platform, including its underlying software, AI models, algorithms, design, and documentation.
• The Customer retains all intellectual property rights in Customer Data.
• The Customer grants CybAura a limited, non-exclusive, royalty-free licence to process Customer Data for the sole purpose of providing the Platform.
• Nothing in these Terms transfers ownership of either party’s intellectual property to the other.

9. Confidentiality

Each party agrees to:

• Keep the other party’s Confidential Information strictly confidential
• Use Confidential Information only for the purposes of performing obligations under these Terms
• Not disclose Confidential Information to third parties without prior written consent, except to employees, contractors, or advisers on a need-to-know basis who are bound by equivalent confidentiality obligations

These obligations do not apply to information that is or becomes publicly available through no breach of these Terms, was already known to the recipient, or is required to be disclosed by law or regulatory order.

10. Warranties

Each party warrants that:

• It has full legal authority to enter into and perform these Terms
• Its entry into these Terms does not violate any agreement or obligation to a third party

CybAura additionally warrants that:

• The Platform will perform materially in accordance with its published documentation
• It will implement and maintain commercially reasonable security measures

To the fullest extent permitted by applicable law, all other warranties, whether express or implied (including implied warranties of merchantability, fitness for a particular purpose, and non-infringement), are hereby excluded.

11. Limitation of Liability

• No exclusion of mandatory liability: Nothing in these Terms excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded or limited by law.
• Aggregate cap: Subject to the above, CybAura’s total aggregate liability to the Customer arising out of or in connection with these Terms shall not exceed the total subscription fees paid by the Customer to CybAura in the twelve (12) months immediately preceding the event giving rise to the claim.
• Excluded losses: Neither party shall be liable for indirect, consequential, incidental, special, or punitive losses, or for loss of profit, loss of revenue, loss of business opportunity, loss of data (beyond reasonable recovery efforts), or business interruption, whether arising in contract, tort (including negligence), or otherwise, even if advised of the possibility of such losses.

12. Indemnification

The Customer shall defend, indemnify, and hold harmless CybAura and its officers, directors, employees, and agents against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) the Customer’s use of the Platform in violation of these Terms or applicable law; (b) Customer Data infringing a third party’s intellectual property rights or violating applicable data protection law; or (c) any claim brought by a third party directly attributable to the Customer’s acts or omissions.

13. Term and Termination

13.1 Term

These Terms commence on the date the Customer creates an account and continue until the subscription is terminated in accordance with this clause.

13.2 Termination for Breach

Either party may terminate the subscription immediately on written notice if the other party materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice specifying the breach.

13.3 Termination for Insolvency

Either party may terminate immediately on written notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, administrator, or liquidator appointed.

13.4 Effect of Termination

• The Customer’s right to access the Platform ceases immediately on termination.
• The Customer may export Customer Data for 30 days post-termination. After 30 days, CybAura will securely delete all Customer Data.
• Clauses that by their nature should survive termination (including confidentiality, IP, liability, and governing law) shall survive.

14. Changes to These Terms

We will give at least 30 days’ written notice by email of material changes to these Terms. The new Terms will identify the version number and effective date. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms. If the Customer does not accept the changes, they may terminate in accordance with clause 3.2.

15. Governing Law and Disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

Before commencing formal proceedings, the parties shall attempt to resolve any dispute through good-faith negotiation for a period of 30 days following written notice of the dispute. If the dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by binding arbitration under the rules of the London Court of International Arbitration (LCIA), with the seat of arbitration in London.

Nothing in this clause prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction.

16. General

Entire agreement:

These Terms, together with the Privacy Policy, Data Processing Agreement, and any Order Form, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements relating to the subject matter.

Waiver:

No failure or delay by either party in exercising any right shall operate as a waiver of that right. No waiver is effective unless made in writing.

Severability:

If any provision of these Terms is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

Assignment:

CybAura may assign or transfer these Terms or any rights or obligations under them in connection with a merger, acquisition, or sale of substantially all assets. The Customer may not assign these Terms without CybAura's prior written consent.

Force majeure:

Neither party shall be liable for delays or failures caused by circumstances beyond their reasonable control, provided they notify the other promptly and use reasonable efforts to mitigate.

No third-party rights:

These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.