Terms and Conditions

These Terms of Service ("Terms") are a legal agreement between you ("Customer", "you") and Rivulo Ltd, a company registered in England and Wales (company number 16569958), whose registered office is at 63 Craddocks Avenue, Ashtead, KT21 1PE, United Kingdom ("Rivulo", "we", "us"). By signing up for, accessing, or using the Rivulo Service, you agree to these Terms. If you are agreeing on behalf of a company or other legal entity, you confirm you have authority to bind that entity, and references to "you" and "Customer" are to that entity.

1. Definitions

"Account" means the Customer account created on signup to access the Service.

"Administrator" means any user designated by the Customer with administrative privileges over the Account.

"Authorised User" means any employee, contractor, or other individual authorised by the Customer to access the Service under the Account.

"Customer Data" means any data, content, credentials, files, or other information (including Personal Data) submitted to, stored in, or processed by the Service by or on behalf of the Customer, including data moved into or out of third-party systems as part of a Workflow.

"Data Processing Addendum" or "DPA" means the Rivulo Data Processing Addendum published at https://rivulo.ai/dpa, which is incorporated into these Terms by reference.

"Documentation" means the user documentation, guides, and help materials made available by Rivulo for the Service.

"Fees" means the subscription and usage fees payable for the Service as set out in the Order Form or in-product pricing.

"Order Form" means any order form, quotation, or online checkout confirming the Customer's subscription.

"Personal Data" has the meaning given in UK data protection law.

"Service" means the Rivulo workflow automation platform made available at https://rivulo.ai, together with any associated APIs, integrations, and Documentation.

"Subprocessor" means a third party engaged by Rivulo to process Customer Data, as listed in the DPA.

"Third-Party Service" means any third-party product, API, or service that the Customer connects to the Service (for example, a CRM, email provider, or database) for use in a Workflow.

"Workflow" means an automated sequence of tasks configured in the Service by the Customer.

2. The Service

2.1 What the Service does

The Service enables the Customer to build, configure, and run automated Workflows that may involve (i) calling Third-Party Services via their APIs, (ii) performing browser-based automation, and (iii) invoking large language models ("LLMs") to complete tasks. The Customer determines the inputs, outputs, and logic of each Workflow.

2.2 Access

Subject to these Terms and payment of Fees, Rivulo grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term for the Customer's internal business purposes.

2.3 Authorised Users

The Customer is responsible for all activity under its Account, including ensuring that Authorised Users comply with these Terms. The Customer must keep access credentials confidential and notify Rivulo promptly of any suspected unauthorised access.

2.4 Service changes

Rivulo may modify, add to, or remove features of the Service from time to time. Rivulo will not make material adverse changes to the core Service without reasonable prior notice to active Customers.

3. Customer responsibilities

3.1 Lawful use

The Customer must use the Service only for lawful business purposes and in accordance with these Terms, the Documentation, and all applicable laws.

3.2 Customer Data

The Customer is solely responsible for:

• the accuracy, legality, and quality of Customer Data;

• having all necessary rights, consents, and lawful bases to submit Customer Data to the Service and to allow Rivulo to process it to provide the Service;

• the content and operation of Workflows the Customer configures, including the use of Third-Party Services and the outputs produced by LLMs; and

• complying with the terms of any Third-Party Service the Customer connects to the Service.

3.3 Acceptable use

The Customer must not, and must not permit any Authorised User or third party to:

• (a) use the Service to process data in violation of applicable law, including data protection law or sanctions law;

• (b) use the Service to send unsolicited communications, malware, or other harmful content;

• (c) attempt to reverse engineer, decompile, or derive the source code of the Service, except to the extent expressly permitted by law;

• (d) resell, sublicense, or provide the Service as a service bureau to any third party without Rivulo's prior written consent;

• (e) interfere with or disrupt the integrity or performance of the Service, including by circumventing rate limits or usage restrictions;

• (f) use the Service to build a competing product or to train a machine learning model;

• (g) scrape, crawl, or harvest data from the Service other than through documented APIs; or

• (h) use the Service in a manner that infringes the intellectual property or privacy rights of any person.

3.4 Automated decision-making

The Service is not designed to be used for fully automated decision-making that produces legal or similarly significant effects on individuals (as described in UK GDPR Article 22). The Customer must not use Workflow outputs as the sole basis for such decisions without appropriate human review and a lawful basis under applicable law.

4. Third-Party Services and AI outputs

4.1 Third-Party Services

When the Customer connects a Third-Party Service to the Service, the Customer authorises Rivulo to access and exchange data with that Third-Party Service as needed to perform the Workflow. Third-Party Services are operated by the relevant third parties and are not part of the Service. Rivulo is not responsible for the availability, accuracy, or security of any Third-Party Service, and the Customer's use of Third-Party Services is governed by the terms of those third parties.

4.2 LLM outputs

Workflows may invoke LLMs to generate content. LLM outputs can be incomplete, inaccurate, biased, or otherwise unsuitable for a given purpose. The Customer is responsible for reviewing and validating LLM outputs before relying on them, and must not rely on LLM outputs where accuracy, completeness, or compliance with law is material. Rivulo provides the Service on an "as is" basis with respect to LLM outputs and does not warrant the accuracy of any LLM-generated content.

4.3 LLM providers

Rivulo uses a range of LLM providers (currently including Anthropic, OpenAI, Google, and Mistral) and may add or change providers from time to time. Rivulo selects providers whose standard terms prohibit the use of Customer Data submitted via their APIs to train their foundation models. The current list of LLM Subprocessors is set out in the DPA.

5. Subscription, fees, and payment

5.1 Subscription

The Customer's subscription term, pricing, and plan are set out in the Order Form or in-product checkout. Unless stated otherwise, subscriptions renew automatically for successive terms equal to the initial term, until cancelled.

5.2 Fees

The Customer must pay all Fees in the currency and on the payment schedule specified. Fees are exclusive of VAT and other applicable taxes, which the Customer must pay in addition.

5.3 Payment processing

Payments are processed by our payment provider, Stripe, Inc. By providing payment details, the Customer authorises Rivulo (via Stripe) to charge the applicable Fees. The Customer is responsible for keeping payment details accurate and current.

5.4 Non-payment

If any amount is overdue, Rivulo may suspend access to the Service on reasonable notice and may terminate the subscription if non-payment continues.

5.5 Price changes

Rivulo may change Fees at any time, with at least 30 days' prior notice before the change takes effect for the Customer. The Customer may terminate the subscription before the effective date of a price increase by cancelling in-product or by contacting support@rivulo.ai.

6. Intellectual property

6.1 Rivulo IP

Rivulo and its licensors own all right, title, and interest in and to the Service, the Documentation, and any improvements, modifications, or derivative works thereof. Except for the limited rights expressly granted in these Terms, no rights are granted to the Customer.

6.2 Customer Data

As between the parties, the Customer owns all Customer Data. The Customer grants Rivulo a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, and display Customer Data solely as necessary to provide the Service and to comply with these Terms and the DPA.

6.3 Feedback

If the Customer provides feedback or suggestions about the Service, Rivulo may use such feedback without restriction or obligation to the Customer.

6.4 Aggregate and anonymised data

Rivulo may generate and use aggregated, de-identified data derived from use of the Service (which does not identify the Customer or any individual) to operate, improve, and benchmark the Service.

7. Data protection and security

7.1 Data Processing Addendum

Where Rivulo processes Personal Data on behalf of the Customer in connection with the Service, the DPA applies and forms part of these Terms. The DPA sets out the parties' respective roles, the Subprocessors engaged by Rivulo, and the technical and organisational measures in place.

7.2 Security

Rivulo will apply appropriate technical and organisational measures, as described in the DPA, to protect Customer Data against unauthorised access, loss, alteration, or disclosure. Rivulo is building towards ISO 27001 certification and maintains an information security management system aligned to that standard.

7.3 Customer credentials and tokens

When the Customer connects a Third-Party Service, authentication credentials or OAuth tokens may be stored by Rivulo to enable Workflows. These are treated as Restricted data under Rivulo's data handling policies.

8. Confidentiality

8.1 Definition

Each party ("Receiving Party") may receive non-public information of the other ("Disclosing Party") that is marked or reasonably understood to be confidential ("Confidential Information"). Customer Data is the Customer's Confidential Information.

8.2 Obligations

The Receiving Party will (i) use Confidential Information only to exercise rights and perform obligations under these Terms, (ii) protect it using at least the same degree of care it uses for its own confidential information (and in any event no less than reasonable care), and (iii) not disclose it except to personnel, advisors, and subprocessors who need to know and are bound by confidentiality obligations no less protective than these.

8.3 Exclusions

Confidential Information does not include information that is or becomes public without breach, was rightfully known without confidentiality, is independently developed without use of Confidential Information, or is rightfully received from a third party without confidentiality obligation.

8.4 Compelled disclosure

The Receiving Party may disclose Confidential Information where required by law, provided (where legally permitted) it gives the Disclosing Party reasonable prior notice.

9. Warranties and disclaimers

9.1 Mutual warranties

Each party warrants that it has full power and authority to enter into these Terms.

9.2 Rivulo warranty

Rivulo warrants that it will provide the Service with reasonable skill and care.

9.3 Disclaimer

Except as expressly stated in these Terms and to the maximum extent permitted by law, the Service and any LLM outputs are provided "as is" and "as available". Rivulo disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

10. Indemnities

10.1 By Rivulo

Rivulo will defend the Customer against any third-party claim alleging that the Service, as provided by Rivulo and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages finally awarded (or amounts in settlement approved by Rivulo). This indemnity does not apply to claims arising from (i) Customer Data, (ii) use of the Service in breach of these Terms, (iii) combination of the Service with items not provided by Rivulo, or (iv) use of Third-Party Services.

10.2 By the Customer

The Customer will defend Rivulo against any third-party claim arising from (i) Customer Data, (ii) the Customer's Workflows, (iii) the Customer's use of Third-Party Services, or (iv) breach by the Customer of Section 3 (Customer responsibilities), and will pay damages finally awarded (or amounts in settlement approved by the Customer).

10.3 Procedure

The indemnified party must (i) give prompt written notice of the claim, (ii) give the indemnifying party sole control of the defence and settlement (provided settlement does not require admission of liability or payment by the indemnified party), and (iii) provide reasonable cooperation.

11. Limitation of liability

11.1 Excluded losses

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or anticipated savings, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility.

11.2 Aggregate cap

Each party's total aggregate liability under or in connection with these Terms is limited to the total Fees paid or payable by the Customer to Rivulo in the 12 months preceding the event giving rise to the liability.

11.3 Exceptions

The limitations and exclusions in this Section 11 do not apply to (i) liability for death or personal injury caused by negligence, (ii) liability for fraud or fraudulent misrepresentation, (iii) the Customer's payment obligations, (iv) either party's indemnification obligations, or (v) any liability that cannot be limited or excluded under applicable law.

12. Term, suspension, and termination

12.1 Term

These Terms start on the Customer's first acceptance and continue until terminated in accordance with this Section 12.

12.2 Termination for convenience

The Customer may cancel the subscription at any time via the in-product settings or by contacting support@rivulo.ai. Cancellation takes effect at the end of the current billing period. Fees paid are non-refundable except where required by law.

12.3 Termination for cause

Either party may terminate these Terms on written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice (or immediately, if the breach is not capable of cure).

12.4 Suspension

Rivulo may suspend the Service, in whole or in part, where (i) Fees are overdue, (ii) there is a security risk to the Service or other customers, or (iii) continued provision would place Rivulo in breach of law. Where reasonably practicable, Rivulo will give prior notice.

12.5 Effect of termination

On termination (i) the Customer's right to access the Service ends, (ii) each party must return or destroy the other's Confidential Information on request, and (iii) Rivulo will delete or return Customer Data in accordance with the DPA.

12.6 Survival

Sections that by their nature should survive termination will do so, including Sections 6 (IP), 8 (Confidentiality), 9 (Disclaimers), 10 (Indemnities), 11 (Liability), 12.5-12.6, and 14 (General).

13. Changes to these Terms

Rivulo may update these Terms from time to time. Where changes are material, Rivulo will give at least 30 days' prior notice by email to the Administrator or by in-product notice. Continued use of the Service after the effective date constitutes acceptance. If the Customer does not accept the changes, the Customer may terminate the subscription before the effective date.

14. General

14.1 Entire agreement

These Terms (together with the DPA and any Order Form) constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings.

14.2 Order of precedence

In the event of conflict, the order of precedence is: (i) the Order Form, (ii) the DPA, (iii) these Terms.

14.3 Assignment

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

14.4 No 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 to enforce any of its terms.

14.5 Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, provided it takes reasonable steps to mitigate.

14.6 Notices

Notices to Rivulo must be sent to legal@rivulo.ai. Notices to the Customer will be sent to the Administrator's email address on record.

14.7 Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. 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.

14.8 Waiver and severability

No waiver of any provision of these Terms will be effective unless in writing. If any provision is held unenforceable, the remainder will continue in full force.

Contact

Rivulo Ltd
Company number: 16569958
Registered office: 63 Craddocks Avenue, Ashtead, KT21 1PE, United Kingdom
Legal notices: legal@rivulo.ai
Support and subscription queries: support@rivulo.ai
Privacy enquiries: privacy@rivulo.ai
Security incident reporting: security@rivulo.ai
Website: https://rivulo.ai