Terms of Service (Master Subscription Agreement)
Draft — pending legal-counsel review. Not yet for publication or contract use. See
README.md. Entity facts:COMPANY.md. Commercial terms (pricing, term length, SLAs) are[TODO]until the commercial model is set (docs/tasks/commercial-model-adr.md).
- Provider: byRazLabs Ltd (trading as "Dena")
- Version: 1.0 (draft) — drafted 2026-06-05
- Governing law: England & Wales
These Terms govern access to and use of the Dena platform (the "Service") by an organisation ("Customer", "you") and its authorised users. By signing an Order Form, clicking to accept, or using the Service, the Customer agrees to these Terms. This is a business-to-business agreement; the Service is not offered to consumers.
1. Definitions
- Service — the Dena web and mobile applications, APIs, and related services.
- Order Form — the document or online flow setting out the subscribed plan, fees, and
term.
- Authorised Users — individuals the Customer permits to use the Service (e.g.
inspectors, reviewers, and asset-owner sub-tenant viewers).
- Customer Data — data the Customer or its Users submit to the Service, including
inspection captures, media, and reports.
- Documentation — the user and API documentation we make available.
- DPA — the Data Processing Agreement, incorporated
by reference.
2. The Service & access
2.1 We grant the Customer a non-exclusive, non-transferable right to access and use the Service during the term, for its internal business purposes, subject to these Terms and the Acceptable Use Policy.
2.2 The Customer is responsible for its Authorised Users' acts and omissions and for keeping account credentials secure. Access is invitation-based; the Customer's admins manage their Users.
2.3 We may update the Service. We will not materially reduce core functionality of a paid plan during a paid term without notice.
3. Customer responsibilities
The Customer will: (a) use the Service lawfully and per the AUP; (b) ensure it has the right to submit Customer Data and that doing so does not infringe any third party's rights; (c) obtain any consents/notices required for personal data in Customer Data for which the Customer is controller; and (d) not misuse, reverse-engineer, or attempt to breach the security of the Service.
4. Fees & payment
4.1 Fees are as set out in the Order Form. [TODO: pricing model, billing frequency, currency (GBP), payment terms (e.g. 30 days), late-payment interest per the Late Payment of Commercial Debts (Interest) Act 1998.]
4.2 Fees are exclusive of VAT and other applicable taxes, which the Customer pays.
4.3 [TODO: renewal, price-change-on-renewal notice, suspension for non-payment terms.]
5. Customer Data, ownership & licence
5.1 The Customer owns its Customer Data. We claim no ownership of it.
5.2 The Customer grants us a non-exclusive licence to host, process, and transmit Customer Data solely to provide and support the Service and as instructed under the DPA.
5.3 AI processing. Customer Data may be processed by AI models to deliver the Service's analysis features. We do not use Customer Data to train third-party foundation models, and our AI sub-processor is contractually bound not to train on data submitted via its API. See the Privacy Policy §4 and sub-processors.
5.4 Aggregated/anonymised data. We may create and use aggregated, de-identified data that does not identify the Customer, any User, or any individual, to operate and improve the Service.
6. Intellectual property
The Service, Documentation, and all software, models, and content we provide (excluding Customer Data) are owned by Dena or its licensors. No rights are granted except as expressly stated. Feedback you give us may be used freely without obligation.
7. Data protection
The parties will comply with applicable data-protection law. Where we process personal data on the Customer's behalf, the DPA applies and forms part of these Terms; in case of conflict on data-protection matters, the DPA prevails.
8. Confidentiality
Each party will protect the other's confidential information with reasonable care and use it only for the agreement. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law.
9. Service levels, support & security
9.1 [TODO: support channels and target response times; uptime/availability target (SLA) once defined. Until a paid SLA exists, the Service is provided on a commercially reasonable-efforts basis.]
9.2 We maintain a documented information-security program; an overview is on the Trust page and the security measures are in the DPA security annex.
10. Warranties & disclaimers
10.1 Each party warrants it has authority to enter the agreement.
10.2 We warrant the Service will perform materially in line with the Documentation.
10.3 AI output is decision-support, not professional advice. The Service assists qualified engineers; it does not replace professional judgement. All AI-generated findings, severity grades, and report drafts are provisional and require review and sign-off by a competent person. The Customer remains responsible for the professional adequacy of any inspection, report, or decision.
10.4 Except as expressly stated, the Service is provided "as is" and we disclaim all other warranties to the extent permitted by law.
11. Limitation of liability
11.1 Nothing limits liability for death/personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
11.2 Neither party is liable for indirect or consequential loss, or for loss of profits, revenue, or data (to the extent such data loss is not due to our breach of the security obligations).
11.3 Each party's total aggregate liability is capped at [TODO: e.g. the fees paid in the 12 months preceding the claim].
12. Term & termination
12.1 The term is as set in the Order Form. [TODO: renewal terms.]
12.2 Either party may terminate for the other's material breach not cured within 30 days of notice, or immediately on the other's insolvency.
12.3 On termination, access ends and Customer Data is handled per the DPA (export then deletion within the stated window).
13. General
13.1 Governing law & jurisdiction. These Terms are governed by the laws of England & Wales; the courts of England & Wales have exclusive jurisdiction.
13.2 Changes. We may update these Terms; material changes take effect on notice and, for paid plans, no earlier than the next renewal unless required by law.
13.3 Neither party may assign without consent, except to a successor of its business. These Terms, the Order Form, the AUP, and the DPA are the entire agreement. No third party has rights under the Contracts (Rights of Third Parties) Act 1999. Failure to enforce is not a waiver. If a term is unenforceable, the rest stands.
Revision history
| Version | Date | Change | Author |
|---|---|---|---|
| 1.0 (draft) | 2026-06-05 | Initial draft | AI session — pending counsel review |