Terms of Service

• Authorised User — an individual employee, contractor or agent of the Customer to whom the Customer has granted access credentials to use the Service.
• Customer Data — all employment contracts, clauses, templates, attachments, metadata and other content uploaded to or generated within the Service by or on behalf of the Customer, including any personal data of the Customer’s employees, candidates or contractors contained therein.
• Output — analyses, scores, classifications, suggested clause rewrites, audit-trail entries and other content generated by the Service from Customer Data.
• Order Form — any ordering document or online subscription that references these Terms.
• Subscription Term — the term set out in the relevant Order Form during which the Customer is entitled to use the Service.

ReGuardian provides:

• continuous monitoring of employment-law sources relevant to the United Kingdom, France and Italy (including, where applicable, statute, secondary legislation, collective bargaining agreements and regulator guidance);
• clause-level mapping of Customer employment contracts against those sources;
• suggested rewrites and other compliance recommendations; and
• a tamper-evident audit trail recording who changed what, when and on which legal basis.

The scope of regulatory coverage, the regions made available, applicable usage limits and any service-level commitments are described on the Service or in the applicable Order Form. Northline may improve, modify and enhance the Service from time to time.

The Customer is responsible for provisioning and de-provisioning Authorised Users and for all activity that occurs under their accounts. The Customer must keep credentials confidential and notify Northline promptly of any suspected unauthorised access.

Where the Customer enables single sign-on or role-based access controls, the Customer is responsible for the configuration and accuracy of those controls.

The Customer represents and warrants that it will:

• have all rights, consents and lawful bases necessary to upload Customer Data (including employee personal data) to the Service and to receive Outputs;
• comply with applicable employment, data-protection and anti-discrimination laws when acting on Outputs, including UK GDPR, the EU GDPR, the UK Data Protection Act 2018, the French Loi Informatique et Libertés and the Italian Codice Privacy (D.Lgs. 196/2003);
• inform its workforce, where required, that contractual documentation is processed using an automated compliance-analysis tool;
• review all Outputs through qualified human judgement before relying on them to take any decision affecting an employee, candidate or contractor; and
• keep its account, contact and billing information accurate.

The Customer and its Authorised Users must not:

• use the Service to make a final decision about an individual employee or candidate without meaningful human review;
• upload material the Customer has no right to upload, or material that is unlawful, defamatory, infringing or malicious;
• attempt to reverse-engineer, decompile, scrape, clone or otherwise extract the underlying models, datasets or source code of the Service, except to the extent such restriction is prohibited by applicable law;
• use the Service to build a competing product or to benchmark the Service for the benefit of a competitor;
• interfere with or disrupt the integrity, security or performance of the Service; or
• circumvent any usage limits, rate limits or access controls.

Fees, currency, billing frequency and renewal terms are set out in the applicable Order Form. Unless stated otherwise, fees are non-refundable, payable in advance, exclusive of VAT and any other applicable taxes, and due within thirty (30) days of invoice date.

Late payments may accrue interest at the rate permitted under the UK Late Payment of Commercial Debts (Interest) Act 1998 (or the equivalent statutory rate of the Customer’s jurisdiction). Northline may suspend the Service for non-payment after giving reasonable notice.

Order Forms renew automatically for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

As between the parties, Northline and its licensors own all right, title and interest in and to the Service, including the underlying software, models, prompts, regulatory knowledge bases, user interface and documentation, and all related intellectual property rights.

Subject to these Terms and payment of applicable fees, Northline grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for the Customer’s internal business purposes and within the usage limits described in the Order Form.

Feedback, suggestions or ideas the Customer voluntarily provides about the Service may be used by Northline without restriction or compensation.

As between the parties, the Customer retains all right, title and interest in and to Customer Data. The Customer grants Northline a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, display and otherwise use Customer Data solely to provide, secure, support, monitor and improve the Service in accordance with these Terms and the data-protection terms in section 11.

Northline does not use Customer Data to train shared or third-party foundation models. Where Northline uses machine-learning components within the Service, those components are either run on infrastructure under Northline’s control or subject to contractual commitments prohibiting use of Customer Data for cross-customer training.

The Customer is solely responsible for evaluating Outputs and for any decisions taken on their basis. Outputs may include automatically generated text and may contain errors or omissions; they must not be used as the sole basis for any decision affecting an individual.

Each party may receive confidential information of the other (“Confidential Information”). The recipient will: (i) use the same degree of care it uses to protect its own confidential information of like kind, but no less than a reasonable degree of care; (ii) limit access to those of its personnel and advisors who need to know for the purposes of these Terms and who are bound by confidentiality obligations; and (iii) use Confidential Information only for the purposes of performing or exercising its rights under these Terms.

Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known prior to disclosure, is independently developed, or is rightfully received from a third party without restriction.

Where Northline processes personal data contained in Customer Data on behalf of the Customer, Northline acts as a processor (or sub-processor) and the Customer acts as the controller. The parties’ respective obligations are set out in Northline’s Data Processing Addendum (the “DPA”), which is incorporated by reference into these Terms and is available on request.

The DPA includes the standard contractual clauses required for international transfers (the EU SCCs and the UK International Data Transfer Addendum) and lists the sub-processors used to provide the Service.

Northline maintains a written information security programme that includes administrative, technical and organisational measures designed to protect Customer Data, including encryption in transit (TLS 1.2+) and at rest, role-based access controls, audit logging, principle of least privilege, regular vulnerability scanning and personnel training.

For privacy practices applicable to Northline as controller (such as account data and marketing-site visitors), see our Privacy Policy.

Each party warrants that it has the legal authority to enter into these Terms. Northline warrants that it will provide the Service with reasonable skill and care and in accordance with the documentation made available on the Service.

Except as expressly set out in these Terms, the Service is provided “as is” and “as available”. Northline disclaims all other warranties, whether express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or that regulatory coverage will be uninterrupted or error-free.

ReGuardian is a regulatory-intelligence and document-analysis tool. It is not a law firm, does not practise law, and Outputs do not constitute legal advice. Outputs are produced by automated analysis and are intended to support qualified human decision-makers, not to replace them.

The Customer is responsible for seeking advice from qualified counsel admitted in the relevant jurisdiction before relying on any Output to take an action that has legal effect, including modifying, terminating or enforcing an employment contract.

Nothing in these Terms limits or excludes either party’s liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) the Customer’s payment obligations; or (iv) any other liability that cannot be limited or excluded under applicable law.

Subject to the foregoing, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profit, revenue, business, goodwill, data or anticipated savings, even if advised of the possibility of such damages.

Subject to the foregoing, each party’s aggregate liability arising out of or in connection with these Terms will not exceed an amount equal to the fees paid or payable by the Customer to Northline under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

The Customer will defend, indemnify and hold Northline harmless from and against any third-party claim, and any resulting loss, damage, liability, cost and expense (including reasonable legal fees), arising out of or relating to: (i) Customer Data, including any claim that Customer Data infringes or misappropriates the rights of a third party or violates applicable law; or (ii) the Customer’s use of Outputs in breach of section 13.

Northline will defend the Customer against any third-party claim that the Service, when used by the Customer in accordance with these Terms, infringes the intellectual property rights of that third party, and will pay any damages or settlement amounts finally awarded, provided the Customer promptly notifies Northline, gives Northline sole control of the defence and settlement, and provides reasonable cooperation.

These Terms commence on the effective date of the first Order Form and continue until all Order Forms have expired or been terminated.

Either party may terminate these Terms (or the relevant Order Form) for cause if the other party materially breaches these Terms and fails to cure that breach within thirty (30) days of written notice, or immediately if the other party becomes insolvent or ceases to do business.

Northline may suspend access to the Service immediately if the Customer’s use poses a security or legal risk to Northline, the Service or any third party, or to the extent required by applicable law or regulator guidance.

On termination or expiry: (i) the Customer’s right to access the Service ends; and (ii) Northline will, on written request received within thirty (30) days, make Customer Data available for export in a commonly used machine-readable format. After that period, Northline may delete Customer Data in accordance with its retention schedule and the DPA.

The Service may interoperate with third-party services (for example MS Word, Google Docs, BambooHR, HiBob, Personio, Lucca, PayFit, Zucchetti, TeamSystem HR, SharePoint, DocuSign and Workday). Such interoperability is provided for convenience; Northline is not responsible for those third-party services and the Customer’s use of them is governed by the relevant third-party terms.

Northline may make features available labelled as “beta”, “preview” or similar (“Beta Features”). Beta Features are provided “as is”, may be modified or discontinued at any time, and are excluded from any service-level commitment. The Customer’s use of Beta Features is voluntary.

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, labour conditions, internet or power outages, or denial-of-service attacks.

Northline may update these Terms from time to time. If a change materially reduces the Customer’s rights, Northline will provide at least thirty (30) days’ prior notice via email or through the Service. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

These Terms are governed by the laws of England and Wales, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Where the Customer is established in France or Italy, mandatory provisions of local consumer or employment law that apply to the Customer’s own workforce remain unaffected.

• Entire agreement. These Terms, together with the applicable Order Form and the DPA, constitute the entire agreement between the parties regarding the Service and supersede any prior or contemporaneous agreements on the same subject matter.
• Order of precedence. In the event of conflict: the Order Form prevails over these Terms, and these Terms prevail over the DPA except in respect of personal data, where the DPA prevails.
• Assignment. Neither party may assign these Terms without the other’s prior written consent, except to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force.
• No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
• Notices. Notices must be sent in writing to the addresses set out in the Order Form, with a copy to legal@northlinestudio.com.
• Independent contractors. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency or employment relationship.