Terms of Service

1. Definitions

• Supplier means Augustova Limited (company number 17216706, registered in England and Wales), trading as Onrolo.
• Customer means the legal entity that has subscribed to the Services and accepted these terms.
• Platform means the Onrolo software-as-a-service application made available at onrolo.com, onrolo.ai and related domains, including all hosted features, APIs, and integrations.
• Services means access to and use of the Platform, including support, under the Subscription Term.
• Order Form means the document, online checkout flow, or written communication setting out the Customer’s subscription tier, seats, pricing, and Subscription Term. An Order Form is created automatically on Stripe checkout completion.
• Subscription Term means the period stated on the Order Form (and any renewal period) during which the Customer is licensed to use the Services.
• User means an individual authorised by the Customer to access the Platform using credentials issued to that individual.
• Customer Data means all data, content and information uploaded by the Customer or its Users to the Platform, or generated through use of the Services on the Customer’s behalf, including candidate records.
• Confidential Information means non-public information of a party that is identified as confidential or which a reasonable person would treat as confidential.
• Fees means the subscription fees set out in the Order Form or on onrolo.ai/pricing.

2. Order Form / Subscription

These Master Service Agreement (“MSA”) terms govern every Order Form executed between Augustova Limited (registered in England and Wales, company number 17216706) (“Supplier”) and Customer. In the event of conflict the Order Form prevails over the MSA.

The Services are offered in three tiers: Starter, Growth, and Enterprise. Tier inclusions, seat allowances and current pricing are listed at onrolo.ai/pricing. Subscriptions are billed monthly in advance via Stripe in pounds sterling (GBP), exclusive of any applicable VAT.

The initial Subscription Term is 12 months unless the Order Form states otherwise. Subscriptions renew automatically for successive monthly periods at the then-current rate unless either party gives notice of non-renewal at least 30 days before the end of the current term. The Customer may cancel at any time via the in-app billing portal; access continues until the end of the billing period in which cancellation is processed and no pro-rata refund is given.

3. Licence grant

Subject to payment of the Fees and compliance with these terms, the Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to permit its Users to access and use the Platform solely for the Customer’s internal business purpose of sourcing, screening and managing job applicants for genuine vacancies within the Customer’s organisation.

API access is available on Growth and Enterprise tiers and is subject to the rate limits and authentication requirements published in the API documentation. The Customer must not (and must not permit any third party to):

• resell, white-label, sublicense or commercially exploit the Platform without the Supplier’s prior written consent;
• copy, reverse-engineer, decompile or attempt to derive the source code or training data of the Platform, except to the extent that such restriction is prohibited by applicable law;
• circumvent any usage limit, security control, rate limit or licence-management mechanism;
• share login credentials between individuals;
• use the Platform to build, train or improve a competing product or service.

The Supplier reserves all rights in the Platform not expressly granted in these terms.

4. Acceptable use

Use of the Platform is subject to our Acceptable Use Policy.

5. Data and privacy

Data processing is governed by our Data Processing Agreement (DPA), which forms part of these terms when the Customer is a data controller and Onrolo acts as processor.

6. Payment

Fees are billed monthly in advance through Stripe to the payment method nominated by the Customer. Annual Order Forms may be invoiced in advance for the full term and payable within 30 days of the invoice date.

Where an undisputed amount remains unpaid more than 7 days after its due date, the Supplier may (i) charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the statutory rate (currently 8% above the Bank of England base rate) together with the statutory fixed sum, and (ii) suspend access to the Services on 7 days’ written notice until the amount is paid.

The Customer must notify the Supplier in writing of any disputed invoice within 14 days of receipt, identifying the specific items disputed and the basis. Undisputed portions remain payable on the original due date. The parties will discuss in good faith to resolve the dispute within 30 days; failing resolution the dispute is escalated under clause 13.

All Fees are exclusive of VAT, sales tax and similar taxes, which (if applicable) will be added to the invoice at the prevailing rate.

7. Confidentiality

Each party (the “Recipient”) will keep the other party’s Confidential Information confidential, use it only for the purpose of performing or receiving the Services, and protect it with at least the same standard of care it applies to its own confidential information (and not less than a reasonable standard).

Confidential Information does not include information that: (a) was lawfully known to the Recipient before disclosure; (b) is or becomes publicly available through no fault of the Recipient; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing party’s Confidential Information.

The Recipient may disclose Confidential Information to the extent required by law, court order or regulator, provided it gives the disclosing party prompt notice (where lawful) so the disclosing party can seek a protective order.

These obligations survive termination of these terms for 3 years, except in respect of trade secrets which are protected for as long as they remain trade secrets under applicable law.

8. Intellectual property

As between the parties, the Supplier owns all intellectual property rights in the Platform, including all software, models, prompts, documentation, branding, and aggregated, de-identified statistics derived from use of the Platform.

As between the parties, the Customer owns all intellectual property rights in Customer Data. The Customer grants the Supplier a non-exclusive, worldwide, royalty-free licence to host, process, transmit and display Customer Data solely as necessary to provide and improve the Services, subject to the DPA.

If the Customer provides feedback, suggestions or ideas about the Platform, the Customer grants the Supplier a perpetual, irrevocable, royalty-free licence to use that feedback to improve the Platform, without obligation to attribute or compensate the Customer.

The Supplier may use the Customer’s name and logo to identify the Customer as a user of the Services on its website and in marketing materials, until the Customer opts out by email to legal@onrolo.ai.

9. Warranties and disclaimers

Each party warrants that (a) it has full corporate power and authority to enter into and perform these terms, and (b) its performance will not breach any third-party obligation.

The Supplier warrants that during the Subscription Term the Services will perform materially in accordance with the documentation. The Customer’s sole remedy for breach of this warranty is, at the Supplier’s option, (i) re-performance of the non-conforming Services, or (ii) termination of the affected Order Form and a pro-rata refund of pre-paid Fees for the unused portion of the Subscription Term.

Except for the warranties expressly set out in these terms, and to the maximum extent permitted by law, the Services are provided “as is” and the Supplier disclaims all other warranties, conditions and terms (whether express, implied, statutory or otherwise), including any implied warranty of satisfactory quality, fitness for a particular purpose, accuracy or non-infringement.

The Customer acknowledges that AI-generated outputs (such as screening scores and rationales) are advisory only, can contain errors, and must be reviewed by a qualified human before any candidate-facing decision is taken. Nothing in this clause excludes liability that cannot lawfully be excluded under the Unfair Contract Terms Act 1977 or other applicable law.

10. Limitation of liability

Nothing in these terms limits or excludes either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by law.

Subject to the paragraph above, each party’s total aggregate liability to the other arising out of or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is capped at 100% of the Fees paid or payable by the Customer in the 12 months immediately preceding the event giving rise to the claim.

Neither party is liable for any indirect, special or consequential loss, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings or data (in each case whether direct or indirect), even if the party was advised of the possibility of such loss.

The Customer’s obligation to pay accrued Fees is excluded from these limitations.

11. Indemnities

Supplier IP indemnity.The Supplier will defend the Customer against any third-party claim alleging that the Customer’s authorised use of the Platform infringes that third party’s UK intellectual property right, and will pay damages and reasonable legal costs finally awarded against the Customer in respect of such claim, provided the Customer (i) promptly notifies the Supplier of the claim, (ii) gives the Supplier sole control of the defence and settlement, and (iii) provides reasonable cooperation at the Supplier’s expense. The Supplier has no obligation under this clause to the extent the claim arises from (a) use of the Platform in combination with materials not supplied by the Supplier, (b) modification of the Platform by anyone other than the Supplier, or (c) Customer Data.

Customer indemnity.The Customer will defend and indemnify the Supplier against any third-party claim arising from (i) Customer Data (including any claim that the Customer lacked the right to upload or process it), (ii) the Customer’s breach of the Acceptable Use Policy, or (iii) the Customer’s use of the Platform in violation of applicable law, including data-protection and employment law.

12. Term and termination

These terms commence on the effective date of the first Order Form and continue for the Subscription Term, renewing as set out in clause 2.

Either party may terminate immediately on written notice if the other party (a) commits a material breach of these terms and (where the breach is capable of remedy) fails to remedy it within 30 days of written notice, or (b) becomes insolvent, enters administration, has a winding-up order made against it, or ceases to carry on business.

The Supplier may suspend the Services on notice (immediate notice if practicable) where required to protect the integrity of the Platform or other customers (for example, in response to a security incident or actual or suspected breach of the Acceptable Use Policy).

On termination or expiry: (i) all licences granted under these terms cease; (ii) the Customer must pay all Fees accrued up to the effective date of termination; (iii) the Customer may export Customer Data via the standard export tools within 30 days of termination; and (iv) following that 30-day window the Supplier will delete or anonymise Customer Data in accordance with the DPA, except where retention is required by law (in which case the data remains subject to clause 7).

Clauses 1, 6 (for accrued amounts), 7, 8, 9 (final paragraph), 10, 11, 12, 13 and 14 survive termination.

13. Governing law and jurisdiction

These terms are governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

14. Changes

The Supplier may update these terms from time to time. The Supplier will give the Customer at least 30 days’ advance notice of any material change by email to the Customer’s designated administrator contact and by posting the updated terms on this page. Continued use of the Services after the effective date of the change constitutes acceptance.

If a material change is unacceptable to the Customer, the Customer may terminate by giving notice before the effective date and receive a pro-rata refund of Fees pre-paid for the period after the effective date.

15. General

Entire agreement. These terms (together with any Order Form, the DPA, the Acceptable Use Policy, the Privacy Notice and the Cookie Policy) constitute the entire agreement between the parties and supersede any prior agreement on the same subject matter.

No waiver. Failure to enforce any right is not a waiver of that right.

Assignment.Neither party may assign or transfer these terms without the other’s prior written consent, except that either party may assign to a successor in connection with a merger, acquisition or sale of substantially all of its assets.

Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the parties will replace the invalid provision with a valid one that achieves the original commercial intent as closely as possible.

Third-party rights. A person who is not a party to these terms has no rights under the Contracts (Rights of Third Parties) Act 1999.

Notices. Notices under these terms must be in writing and sent (a) to the Supplier by email to legal@onrolo.ai, or (b) to the Customer’s designated administrator email address on file.

Questions. Contact legal@onrolo.ai.