Terms of Service

1. Introduction and definitions

1.1By accessing or using the Renzo platform (the “Service”), operated by Gatenby Technology Group Limited, trading as Renzo (“Renzo”, “we”, “us”, “our”), or by accepting these Terms during onboarding or sign-up, the customer organisation (“you”, “your”, “Customer”) agrees to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation.

1.2In these Terms: “Subscription Details” means the plan, number of Authorised Users and fees you select during onboarding and as shown in your account; “Authorised Users” means your staff and contractors permitted to use the Service; “Customer Data” means data, including personal data, that you or your Authorised Users upload to or generate within the Service; “DPA” means the Data Processing Agreement between us; “SLA” means the Service Level Agreement; and “Subscription Term” has the meaning in clause 6.

1.3Order of precedence: if there is a conflict, your Subscription Details prevail over these Terms on commercial matters, and these Terms prevail over the DPA and SLA, except that the DPA prevails on any matter concerning the processing of personal data.

2. Nature of the Service

2.1The Service is a software tool that helps HR consultancies manage the end-to-end journey of their own clients, including client and matter records, employee-relations (ER) casework and workflow management, documentation, time tracking, invoicing, proposals, email outreach and communications, lead and pipeline management through dedicated intake forms, and related administration.

2.2The Service is not a substitute for professional advice. We do not provide legal, HR or compliance advice, and use of the Service does not guarantee legal or regulatory compliance. You remain solely responsible for your own and your clients’ compliance with applicable law (including the Equality Act 2010 and employment legislation), for decisions made using the Service, and for how personal data is collected, used and stored within your organisation and your clients’ organisations.

3. Provision of the Service

3.1Subject to these Terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term for your internal business purposes and the provision of services to your clients.

3.2We may update, enhance, modify or discontinue features of the Service from time to time. Where a change materially reduces core functionality, we will give you reasonable prior notice.

3.3We provide the Service with reasonable skill and care and in accordance with the SLA, but do not guarantee that it will be uninterrupted or error-free. Except as stated in the SLA, the Service is provided on an “as is” and “as available” basis, and we may carry out maintenance, updates or emergency changes that temporarily affect availability.

4. Your responsibilities (controller obligations)

As the controller of the personal data within your Customer Data, you agree to:

• ensure the accuracy, relevance and adequacy of Customer Data, and that it is not excessive and does not include unlawful, harmful or inappropriate content;
• ensure you have a valid lawful basis for processing personal data under the UK GDPR / EU GDPR (and a valid Article 9 condition for special category data), and, where you act as a processor for your own clients, that you have the necessary authority and instructions from those clients;
• configure and maintain appropriate user roles and permissions (access management), keep login credentials secure, and promptly remove access for departing or unauthorised users;
• make your own retention decisions for the data you upload and apply them using the controls we make available;
• where you use the email-outreach and pipeline features, ensure you have a lawful basis and any consent required under the Privacy and Electronic Communications Regulations (PECR) for the messages you send and the prospect/lead data you collect, and provide a valid opt-out; and
• comply with applicable data protection, employment and equality laws, and use the Service in a lawful, fair and non-discriminatory manner, ensuring your Authorised Users do the same.

4.1You are responsible for all activity that takes place under your account and your Authorised Users’ accounts. We are not liable for unauthorised access or misuse arising from incorrect permission settings, failure to manage access, or the sharing or compromise of credentials by you or your users. You must be at least 18 years old and able to form a legally binding contract to use the Service; the Service is not intended for personal or consumer use.

4.2Your use of the Service must be acceptable: you must not use it to violate any law, regulation or third-party right; upload content that is unlawful, defamatory, infringing, harmful or that contains malware; interfere with the integrity, availability or performance of the Service (including by overwhelming our infrastructure with automated requests); or resell, sublicense or make the Service available to any third party outside your workspace without our written consent.

4.3You are responsible for ensuring that your billing details are accurate and that the number of Authorised Users on your account is correct at all times. We bill based on the users and plan configured on your account, and you should review these before each renewal (see clause 5).

4.4Deletion and erasure actions taken by you or your Authorised Users - including, but not limited to, deleting or archiving records in the Service, erasing a client record, deleting or moving messages in a connected mailbox (which removes the corresponding unfiled copies from the Service), disconnecting a mailbox, or deactivating or removing an Authorised User - are carried out as your instruction. Deleted data ceases to be accessible to you immediately and is permanently erased after the grace period described in the DPA; we have no obligation to restore it, whether from the Service or from backups. You are responsible for exporting or retaining elsewhere any data you may need in future, including for legal or regulatory purposes, before deleting it.

5. Fees and payment

5.1Subscription fees are payable in advance, monthly or annually according to the billing interval set out in your Subscription Details, based on your plan and the number of Authorised Users on your account. All fees are exclusive of VAT unless otherwise stated. Where UK VAT does not apply because you are established outside the UK, you are responsible for accounting for any VAT or equivalent tax due in your jurisdiction, including under reverse charge rules.

5.2Refunds. Except where required by law, or as expressly set out in clauses 5.3 and 5.4 (which describe how mid-period changes are prorated), all fees are non-refundable. In particular, we do not refund fees for any unused part of a billing period on cancellation.

5.3Changing the number of users. You may add or remove Authorised Users at any time, and the change takes effect immediately. Where you add users part-way through a billing period, we charge a pro-rata amount for the remainder of that period, invoiced at the time of the change. Where you remove users part-way through a billing period, we apply a pro-rata credit for the remainder of that period against your next invoice. Credits have no cash value, are not exchangeable for a refund, and expire on termination.

5.4Changing plan. Moving to a higher-priced plan takes effect immediately, and we charge a pro-rata amount for the remainder of the current billing period, invoiced at the time of the change. Moving to a lower-priced plan takes effect from the start of your next billing period; your current plan and fee continue until then, and no refund or credit is given for the current period. Moving from annual to monthly billing takes effect from the end of your current annual billing period; moving from monthly to annual billing takes effect from the start of your next monthly billing period.

5.5If a charge or undisputed invoice is overdue, we may charge interest at 4% above the Bank of England base rate, and may suspend access on at least 5 business days’ written notice until payment is made.

5.6We may revise pricing on at least 30 days’ written notice; changes take effect from your next billing period beginning after the notice period ends.

5.7Free trial. Where your plan includes a free trial, no subscription fees are payable until the trial ends. You may cancel at any time before the end of the trial from your workspace settings. No notice period applies and no charge is made. Your cancellation is confirmed at once; your access continues for the remainder of the trial period, and your workspace closes when the trial ends. The notice requirements in clause 6.2 do not apply during a trial. If you do not cancel before the trial ends, your first billing period begins automatically at the end of the trial and your payment method on file is charged for it in accordance with clause 5.1. We will tell you the trial end date and the amount of the first charge, including any applicable VAT, before you start the trial. Each business is eligible for one free trial; we may decline to offer a trial where an account, business or payment method has previously had one.

6. Rolling contract, renewal and cancellation

6.1Rolling contract. Unless otherwise agreed in writing, the subscription runs on a rolling basis with no fixed minimum term, and renews automatically at the start of each billing period - monthly or annual, according to your Subscription Details - until cancelled. The period during which the subscription continues is the “Subscription Term”.

6.2Cancellation. Either party may cancel by written notice, or you may cancel from your workspace settings. For monthly subscriptions: where you give at least 14 days’ notice before the end of your current monthly billing period, cancellation takes effect at the end of that period; otherwise it takes effect at the end of the following monthly billing period. For annual subscriptions: where you give notice at any time before your renewal date, cancellation takes effect at the end of your current annual billing period. Access continues until cancellation takes effect. Cancellation during a free trial is governed by clause 5.7 and requires no notice.

6.3No refund on cancellation. Fees already paid for the current and, where applicable, the notice billing period remain payable and are non-refundable (clause 5.2).

7. Beta and early-access features

7.1We may make beta or early-access features available. Such features are provided for testing and feedback, may be incomplete or change, and are provided without warranties or guarantees and outside the SLA. We may modify or withdraw them at any time without liability.

7.2If you join Renzo as a Founding Member, the Founding Members Agreement also applies to your participation in the Founding Member Programme, including your founding pricing and early access to beta features, and forms part of these Terms.

8. Data protection

8.1In respect of personal data within Customer Data, you (or your client, where you act as that client’s processor) are the controller, and we act as processor on your behalf. The processing is governed by the DPA, which forms part of these Terms. You grant us a limited licence to host, process and transmit Customer Data solely for the purpose of operating and improving the Service; you retain ownership of your Customer Data. This licence includes your trade marks, logos and branding where you add them to the Service (for example on outreach emails, proposals and invoices the Service produces for you), and extends to the sub-processors listed in the DPA to the extent needed to provide the Service.

8.2You are responsible for ensuring there is a lawful basis (and, for special category data, a valid Article 9 condition) for all personal data you enter into the Service, and for any agreements required between you and your own clients.

8.3In respect of the account, billing and usage data that we collect about you and your Authorised Users to operate and improve the Service, we act as controller, as described in our Privacy Policy.

8.4We will not use Customer Data, or any information derived from it, to market to, solicit, contact or provide services to your clients, prospective clients or their employees, or to compete with you for their business. We will not sell Customer Data or share it with any third party for marketing purposes. Any use of Customer Data to improve the Service is limited to aggregated, de-identified information about how the Service is used, which does not identify you, your clients or any individual. Customer Data is your confidential information for the purposes of clause 9.

9. Confidentiality

9.1Each party agrees to keep the other’s confidential information secure, to use it only to perform its obligations under these Terms, and not to disclose it to third parties except as permitted by this clause or required by law, a regulator or a court. This obligation continues after termination.

9.2Each party may disclose the other’s confidential information to its officers, employees, professional advisers, insurers and subcontractors who need it to perform these Terms and who are bound by written or professional obligations of confidentiality no less protective than this clause.

9.3These obligations do not apply to information that: was already lawfully known to the receiving party without an obligation of confidentiality; is or becomes publicly available through no fault of the receiving party; or is lawfully received from a third party who owes no duty of confidentiality in respect of it.

10. Intellectual property

10.1All intellectual property rights in the Service, including its software, content, design and functionality, remain the property of Renzo or its licensors. You are granted only the limited licence in clause 3.1. You retain all rights in your Customer Data.

10.2You must not copy, modify or reverse engineer the Service, attempt to extract its source code, or use it to develop competing services, except to the extent permitted by applicable law.

11. Limitation of liability

11.1Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

11.2The limitations and exclusions of liability in this clause 11 and elsewhere in these Terms are subject to clause 11.1, and govern all liability arising under or in connection with these Terms, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise.

11.3Subject to clause 11.1, neither party is liable to the other for: loss of profits or anticipated savings; loss of revenue or income; loss of use or production; loss of business, contracts or opportunities; loss or corruption of any data, database or software; or any special, indirect or consequential loss or damage. We are additionally not liable for losses arising from events beyond our reasonable control (clause 15.1) or for decisions you make using the Service. Nothing in this clause 11 limits your obligation to pay the fees due under these Terms or your indemnity in clause 12.

11.4Subject to clauses 11.1 to 11.3, our total aggregate liability arising under or in connection with these Terms in respect of any event or series of related events is limited to: (a) for liability in connection with the processing of personal data (which is otherwise governed by the DPA), the greater of five times the total fees paid by you in the 12 months preceding the event (or the first of the series) giving rise to the claim and £100,000; and (b) in all other cases, the total fees paid by you in the 12 months preceding the event (or the first of the series) giving rise to the claim.

12. Indemnity

12.1You agree to indemnify us against claims, losses and liabilities arising from your misuse of the Service, your breach of these Terms, your failure to comply with applicable law (including data protection and employment law), and any Customer Data you upload.

13. Suspension and termination

13.1We may suspend or terminate access where you materially breach these Terms (and, if capable of remedy, fail to remedy it within 14 days of notice), for non-payment, or where continued provision would pose a legal or security risk. We will, where practicable, give notice before suspending.

13.2You may terminate for our material breach that we fail to remedy within 14 days of written notice.

13.3Either party may terminate immediately by written notice if the other becomes unable to pay its debts as they fall due, is or becomes insolvent, enters administration, liquidation or receivership, makes any arrangement or composition with its creditors, or ceases (or threatens to cease) to carry on business - except for the purposes of a solvent reorganisation where the resulting entity assumes the other party’s obligations.

13.4On termination, your right to use the Service ends immediately, and Customer Data is handled in accordance with clause 14 and the DPA. Termination does not affect rights, remedies or liabilities accrued up to the date of termination, or any provision intended to continue in force afterwards.

14. Data export and deletion

14.1While your subscription is active, the owner of your workspace can export your Customer Data from the Service at any time, free of charge, as a spreadsheet workbook together with an archive of your uploaded documents.

14.2The export is a record of your workspace’s client work, not a complete copy of everything held in the Service. In particular, it does not include: (a) emails synced from a connected mailbox that have not been filed to a client or piece of client work; (b) communications that the owner exporting the workspace is not permitted to see in the Service, such as another user’s personal or confidential messages; and (c) system records that are not your business data, such as in-app notifications and integration settings. Where the export cannot be completed in full, no file is produced and you should contact us.

14.3When your subscription ends, whether by cancellation, expiry or termination, the owner can continue to export Customer Data from the Service for 30 days from the date the subscription ends. It is your responsibility to export any data you need within that period (see also clause 4.4).

14.4After that period, we will delete Customer Data in accordance with the DPA, unless retention is required by law.

15. General

15.1Force majeure: neither party is liable for failure or delay caused by events beyond its reasonable control, including failures of the internet or any public telecommunications network, hacker or denial-of-service attacks, power failures, industrial disputes affecting third parties, changes to the law, disasters, fires, floods, riots, terrorist attacks and wars. If such an event prevents performance for more than 30 days, either party may terminate the affected subscription by written notice, and neither party has any liability to the other for that termination.

15.2Assignment: you may not assign these Terms without our consent; we may assign them as part of a sale or reorganisation of our business.

15.3Variation: we may update these Terms on reasonable notice; your continued use after the effective date constitutes acceptance. Any other variation must be in writing. The “last updated” date at the top of this page reflects the most recent version.

15.4Notices must be in writing and may be given by email to the email addresses on your account (or as otherwise notified).

15.5A failure to enforce a term is not a waiver of it. If any term is unenforceable, the remainder continues in force. These Terms, your Subscription Details, the DPA and the SLA are the entire agreement between the parties on their subject matter.

15.6No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

15.7We may use subcontractors in providing the Service (including the sub-processors listed in the DPA) and remain responsible to you for their performance.

15.8Nothing in these Terms creates any partnership or joint venture between the parties, or any relationship of employer and employee or principal and agent.

15.9We may identify you by name and logo as a Renzo customer on our website and in our marketing materials. You can opt out at any time by emailing hello@renzohr.com, and we will stop new uses of your name promptly.

16. Governing law and jurisdiction

16.1These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

17. Contact

For any questions about these Terms, please contact:

Gatenby Technology Group Limited t/a Renzo
Registered in England & Wales, company no. 17295467
Registered office: 82A James Carter Road, Mildenhall, IP28 7DE
Email: hello@renzohr.com