Terms of Use

Last updated: 21 May 2025

These terms of use apply to your (and your Authorised Users') use of the Service. By using the Service you agree that you have read, understand and agree to these terms.

Please note that these terms contain provisions which limit our liability to you.

  1. Definitions

    In these terms, the following expressions have the following meanings:

    Account Holder: the person in whose name your account is registered, being either you or any person to which you transfer ownership as set out in paragraph 12.

    Authorised User: any person who is authorised to use the Service on your behalf pursuant to paragraph 3.

    Chatbot: any proprietary or third party chatbot which we make available to you through the Services.

    Content: any and all data and other material that is created, stored or processed by you on or by means of the Service, including information or data shared by you through a Chatbot and including Output (as defined in clause 7).

    Data Protection Law: means, in relation to the obligations on each of us, applicable data protection law in our respective jurisdictions. In our case this means (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018. Any terms or words defined in Data Protection Law and used in a provision of terms relating to personal data shall, for the purposes of that provision, have the meaning set out in Data Protection Law.

    Fees: the fees payable by you for the Service.

    Service: the Resource Guru service made available by us, including any chatbot.

    Website: our website at resourceguruapp.com.

  2. Agreement

    In consideration of your agreeing to pay the Fees, we agree to make the Service available to you and your Authorised Users, and grant you a non-exclusive, non-transferable licence to access the Service at the Website or by any other means we make available (including without limitation mobile device applications).

  3. Authorised Users

    You are permitted to provide access to the Service to the number of Authorised Users specified in your account details from time to time. Each Authorised User will have their own login, and all logins must be used by only one person and not shared with anyone else.

    You must not charge any person for being an Authorised User or making use of the Service. All Authorised Users must be aged over 18.

    Each Authorised User will be required to agree to our acceptable use policy before they are able to access the System.

    You are permitted to designate any Authorised User as having administration rights, which will enable that Authorised User to exercise any of the administration functions available through the System, other than termination of your account. We accept no liability for any acts or omissions of any such Authorised User.

  4. Account Security

    You are responsible for maintaining the security of your and your Authorised Users' logins and passwords. Resource Guru will not be liable for any loss or damage arising from any failure by you or your Authorised Users to comply with this obligation.

  5. Permitted Use

    You are only permitted to use the Service for your own internal business purposes, for the Service's intended purpose and in accordance with the Service’s intended functionality. All other use without our consent is prohibited, including without limitation:

    1. using the Service for any purpose relating to the design, programming, implementation or operation of any alternative or competing product or service, whether used for internal purposes or made available to others;
    2. making the Service available to any other person (other than an Authorised User) or incorporating the Service into any other service or website operated by you or by any other person; or
    3. using the Service to provide similar functionality or similar bureau-type service to any other person.
  6. Content

    You warrant that any Content will comply with our acceptable use policy. We do not pre-screen Content, but reserve the right to remove any Content that we consider to be in breach of our acceptable use policy or otherwise unlawful.

  7. Chatbots

    From time to time, we may make Chatbots available to support your use of the Services. Output generated through your use of the Chatbot in response to your Content and prompts is described as “Output” in this agreement.

    Where we make a Chatbot available to you, you agree that you will not:

    a) deliberately attempt to prompt the Chatbot into generating responses which may be offensive and cause harm or reputational damage to us; or

    b) attempt to gain unauthorised access to our Chatbot, the server on which our Chatbot is stored or any server, computer or database connected to our Chatbot.

    You understand that:

    a) we do not actively monitor or check Content you input into the Chatbot or the Output;

    b) you are solely responsible for your use of the Output and for evaluating the Output for accuracy, factual correctness and appropriateness for use.

    You acknowledge and accept that if Output is incomplete, incorrect, factually incorrect or offensive, that this does not represent our views or any endorsement (or otherwise) of a third party. You are solely responsible for determining if and how to use and rely on Output.

    You acknowledge and accept that due to the nature of the Services, Output may not be unique and other customers, clients and users of the Services may receive similar content from their use of the Services.

    You agree that if Output relates to a person that you will not use such Output to make any important decisions about that person or decisions which in any way which might have a legal or other significant impact on the person.

    We reserve the right to delete access to the Chatbot and/or terminate this agreement where you are using the Chatbot in an inappropriate manner or in breach of these Terms.

  8. Support

    Technical support is available via email and in our Help Center (including our support Chatbot).

  9. Payment

    Payment Terms - General

    The Fees are payable either yearly or monthly in advance and any refunds are entirely at our discretion.

    You can pay us the Fees in one of two ways – by credit card or by bank transfer.

    Where you pay by credit card, you will provide us with valid, up-to-date and complete credit card details and you authorize us to bill such credit card on the first payment due date (i.e. immediately after the end of the trial period, unless you cancel during the trial period) and on each subsequent renewal date (i.e. monthly or annually, depending on which plan you select).

    Where we use a third party payment provider to enable you to make credit card payments, that third party’s ’s terms and conditions and privacy policy will also apply to you. We currently work with Stripe and Recurly and you can find details of each of their terms and conditions and their privacy policies on their websites.

    Where you pay by bank transfer, you must pay us within 10 days of us requesting payment from you.

    All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United Kingdom taxes. You are also responsible for any international transfer fees or other banking fees and charges

    Committed Usage Customers

    Committed Usage Customers are those who have agreed with us to pay us for a minimum number of resources regardless of whether the number of resources falls below that minimum over the duration of their plan. They will be charged a fixed fee in line with the committed minimum usage, however, should their usage exceed that amount, they will be charged overage on a pro rata basis (overage fees are charged in Iine with our standard pricing, details of which can be found here.

    Please contact us if you are interested in becoming a Committed Usage Customer.

    If you request to become a Committed Usage Customer, we will confirm what charges are due (if any) at the point you request the change.

    Non Committed Usage Customers

    If you upgrade or downgrade your plan, we will confirm what additional charges or credits are due at the point you request the change and, where charges apply, you will be asked to pay these extra Fees either by credit card (a pro rata payment will be due immediately, with the new Fee then being due and payable on the next payment due date) or bank transfer.

    If you add or remove any resources during a live plan period, your account will be charged/credited a pro rata amount on the 1st of the month following such a change.

  10. Suspension

    If you fail to pay the Fees when due then we may suspend your (and your Authorised Users') access to the Service following notice to you and ten (10) days opportunity to cure such nonpayment until all outstanding Fees have been paid in full.

  11. Preservation of Content

    In the event that we suspend the Fees for non-payment, or you choose to downgrade the level of Service, then you will lose access to affected Content, features or capacity of your Account.

    We will use reasonable endeavours to preserve affected Content for a period of six months, but we will have no liability (whether in contract, tort including negligence, or otherwise) for any loss or damage to Content to which access is lost or suspended under this paragraph.

  12. Usage

    If your bandwidth significantly exceeds the average bandwidth usage (as determined by us) of our other customers, we shall notify you of such excess usage and work with you to determine the cause and correct such excess usage. We reserve the right to immediately suspend or throttle your account if your usage is disrupting our service or if you fail to cooperate in such matters.

  13. Transfer of Account

    You may transfer your account to a new Account Holder. The new Account Holder must set up an account on the System, agree to these terms of use, and ensure that they have provided their credit card details to pay the Fees, starting from the first payment due upon or immediately after the transfer of the account. Upon that transfer, this agreement will apply between us and the new Account Holder, and all references to “you” will be deemed to be references to the new Account Holder.

  14. Termination

    If you wish to terminate your account then you must do so by using the means provided for account cancellation on the Service.

    We may terminate our agreement with you in any of the following circumstances:

    • if you fail to pay any Fees within 14 days of them falling due; or
    • if you have breached any other provision of these terms of use; or
    • if we are required to do so by law; or
    • if we withdraw the Service;
  15. Consequences of Termination

    We will delete all of your Content from the Service thirty days after termination, unless your account is reactivated during that period (which we may agree to at our discretion and upon payment of any outstanding Fees). We will delete all of your Content before that if you request in writing that we are to do so. Your Content cannot be recovered once deleted.

  16. Data Protection

    To the extent that any Content constitutes personal data within the meaning of Data Protection Law, you and we shall comply with Data Protection Law and our Privacy Policy in our respective processing of that personal data. Where we act as a processor on your behalf, (1) the Data Processing Appendix below (which forms part of these terms) will apply, and you agree to indemnify us in respect of any claim by a third party that any processing of such personal data by means of the Service does not comply with Data Protection Law; and (2) the EU Controller to Processor SCCs with UK Addendum shall automatically apply as part of our service provision and your continuing use of our services.

    We produce anonymised and aggregated statistical data regarding the use of the Services to use for our own businesses purposes (including to improve and promote the Services). This data will not constitute personal data.

  17. Information and Intellectual Property Rights

    You acknowledge that all intellectual property rights in the Service throughout the world belong to us or to our licensors, that rights in the Service are licensed (not sold) to you, and that you have no rights in, or to, the Service other than the right to access it in accordance with these terms.

    We acknowledge that (as between us and you) all Content belongs to you or your licensors. You agree that we can use, reproduce, modify, display and distribute your Content on and through the Service (including any third-party infrastructure). This licence is non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable and worldwide, but only extends to what is reasonably necessary for us to provide and manage the Service.

    You agree that we may identify you or your employer on our Website and in marketing materials as a customer of Resource Guru and you hereby grant us a non-exclusive, royalty-free license to do so on our Website or in any media now or later developed in connection with any marketing, promotion or advertising of the Service. You agree that we may use your or your employer's logo for such purposes. If, however, you prefer to remain anonymous, please contact us and we will ensure that you are not mentioned on our Website or in any marketing materials.

    If you provide suggestions, ideas, feedback or recommendations to us regarding our Service (Feedback), we will be free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as we see fit, without any obligation or restriction to you of any kind.

  18. Warranty

    We will provide the Service with reasonable care and skill, and will make reasonable endeavours to ensure the Service is available at all times during normal working hours, except for scheduled maintenance which we will notify on the Website.

  19. No Implied Terms

    These terms set out the full extent of our obligations and liabilities in respect of the supply of the Service. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in these terms. Any condition, warranty, representation or other term concerning the supply of the Service which might otherwise be implied into, or incorporated in, these terms, or any collateral contract, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

    You acknowledge that the Service has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Service meet your requirements.

    You acknowledge that the Service may not be free of bugs or errors, and may not be available at all times or without interruption, and you agree that the existence of any such bugs or errors or the occurrence of any such interruptions in availability will not constitute a breach of these terms.

  20. Our Liability

    Nothing in these terms will limit or exclude our liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation, or any other liability which may not by law be excluded or limited.

    Except as set out above:

    1. we will not under any circumstances whatever be liable, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any (i) loss of income, loss of business profits or contracts, business interruption, loss of the use of money or anticipated savings, loss of information, loss of opportunity, goodwill or reputation, or loss of, damage to or corruption of data, or (ii) any indirect or consequential loss or damage of any kind however arising; and
    2. our maximum aggregate liability under or in connection with this agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, for any and all claims arising during any calendar year, will in all circumstances be limited to a sum equal to the Fees which fall due during that calendar year.
  21. Indemnity

    You shall indemnify, keep indemnified and hold us harmless from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by us as a result of your breach of this agreement or any collateral contract.

  22. Events Outside Our Control

    We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms that is caused by an event outside our reasonable control.

  23. Variation

    We may alter or replace these terms, or revise any Fees, by posting the changes to the Website or to the Service or by giving notice to you by email. Revised Fees will take effect from the start of your next billing cycle, and any other revised terms will take effect 30 days following the updated terms being posted to the Website or notified to you by email. If you do not terminate your account before any such revision in the terms or Fees takes effect then you will be deemed to have accepted the revised terms or Fees. If you terminate your account in the 30 days following a material change in the terms (other than the Fees) being posted to the Website or notified to you by email, and specifically confirm in your initial termination process that you are terminating as a result of this change, we shall provide a pro-rated refund of any prepaid fees relating to the period after termination.

  24. Waiver

    If we fail, at any time during the term of this agreement, to insist on strict performance of any of your obligations under these terms, or if we fail to exercise any of the rights or remedies to which we are entitled under these terms, this will not constitute a waiver of those rights or remedies and will not relieve you from compliance with such obligations.

    A waiver by us of any default will not constitute a waiver of any subsequent default.

    No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

  25. Severability

    If any of these terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, that term will to that extent be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

  26. Entire Agreement

    This agreement and any document expressly referred to in it constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us relating to the System.

  27. Assignment

    We may at any time assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of our rights under this agreement.

  28. Law and Jurisdiction

    This agreement, its subject matter or its formation (including non-contractual disputes or claims) will be governed by and construed in accordance with English law, and you and we submit to the exclusive jurisdiction of the English courts.

Data Processing Appendix

  1. Introduction

    1. This appendix shall be read in accordance with Data Protection Law and our Privacy Policy, and in the event that any term, condition or provision of this appendix is deemed invalid, unlawful, unenforceable or non-compliant with Data Protection Law to any extent, it shall be deemed modified to the minimum extent necessary to make it valid, legal, enforceable and compliant under Data Protection Law whilst maintaining the original intention of this appendix.
  2. Processing Details And General Obligations

    1. This appendix is in addition to, and does not relieve, remove or replace, your or our obligations under Data Protection Law. Without prejudice to the generality of such obligations, you must ensure that you have all necessary consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of providing the Services.
    2. You acknowledge your understanding that for the purposes of Data Protection Law, you are the data controller and we are the data processor in relation to any personal data processed on behalf of you in connection with the performance by us of the Services. Where, in respect of any personal data, you are a data processor on behalf of a third party, you warrant that your instructions and actions regarding such personal data (including the appointment of us as a data processor) have been authorised by such third party.
    3. The details of the processing which we undertake as data processor are as follows (and you acknowledge and agree all such details as accurate and comprehensive):
      1. Subject-matter. Cloud storage of electronic files and data and making this available to Authorised Users, producing reports and analytics at your instruction. Access to and migration of data as necessary to carry out requested support services.
      2. Nature and Purpose. Processing of any personal data is entirely incidental to our Services, and is limited to storage, authorised disclosure, production of reports and analytics, access and migration. No migration of, access or changes to, or other processing of any personal data is carried out as part of the Services other than as may be required on your specific documented instructions.
      3. Duration. For the duration of the Services and thereafter until the personal data is returned or deleted by us as set out in these terms or agreed in writing with you.
      4. Types of Personal Data and Categories of Data Subject. As may be provided to us by (or at the direction of) you or Authorised Users. We have no visibility of, or control over, this information.
  3. Processor Obligations

    1. We shall, where we act as a data processor on your behalf
      1. process that personal data only on your documented instructions (and you hereby instruct us to process that personal data as required to provide the Services) unless we are required by the laws of England and Wales or of any member of the European Union or by the laws of the European Union applicable to us to process personal data (Applicable Laws). Where we are relying on Applicable Laws as the basis for processing personal data, we shall notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you. Where we have agreed with you that we are acting as a controller too, the EU Controller to Controller SCCs with UK Addendum shall automatically apply as part of our service provision and your continuing use of our services;
      2. only appoint subprocessors as permitted under this appendix;
      3. ensure that we have in place appropriate technical and organisational measures as required by Data Protection Law;
      4. ensure that all our personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
      5. not transfer any personal data outside of the European Union and the UK (Permitted Territory) unless we do so in accordance with Data Protection Law and your prior written authorisation has been obtained or such transfer is on your written instructions (and you hereby instruct and authorise us to transfer personal data outside the Permitted Territory where required for the provision of the Services, including but not limited to where personal data is accessed by or on your behalf from outside the Permitted Territory, and where you have been notified that an authorised subprocessor is located or stores or accesses personal data outside the Permitted Territory);
      6. taking into account the nature of the processing, assist you, at your cost, in responding to any request from a data subject (insofar as this is possible) and in ensuring compliance with your obligations under Data Protection Law with respect to (taking into account the information available to us) security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      7. notify you without undue delay on becoming aware of a personal data breach, and (with regard to our obligations to make information available to you) immediately inform you if (in our opinion) an instruction of yours infringes Data Protection Law;
      8. at your written direction, delete or return (at your cost) personal data and copies thereof to you on termination of your account unless required by Applicable Law to store the personal data; and
      9. make available to you all information necessary to demonstrate our compliance with this appendix and Data Protection Law (which shall remain our confidential information and which you shall not disclose or use other than to confirm our compliance with Data Protection Law) and allow for and contribute to audits by you or your designated auditor at your expense, on reasonable written notice during business hours and subject to such reasonable measures as we (or any subprocessor) require in relation to security and confidentiality requirements and not causing disruption to business activities.
    2. You specifically authorise the appointment of any subprocessor which we have already notified you of, and generally authorise us to appoint further or alternative subprocessors on such subprocessors’ terms of business which incorporate data protection obligations which are the same or more onerous in their effect as those set out in this appendix. Where we appoint or replace a subprocessor we shall notify you by updating our list of subprocessors (you can subscribe to this list for updates to that page) not less than 30 days in advance of any intended change. If you wish to object to such changes, you must do so within 30 days of receiving such notice, by notifying us in writing accompanied by your reasons for such objection. Following any such objection, we may engage with you to provide alternatives or assurances in relation to such change. If you (acting reasonably in relation to your legal or regulatory compliance obligations) continue to object to such changes you may, within 30 days of receipt of the original notice, terminate on written notice without penalty the relevant services directly affected by that change. Where you do not provide written notice of such termination, or continue to use such services following the change, you shall be deemed to have accepted such change. You specifically authorise us to appoint the subprocessors listed on this page.

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