Terms of Use

1. The parties, and how to reach us

These terms come from VERONA AI LIMITED, registered in Northern Ireland with company number NI738464. Our registered office address sits against NI738464 in the Companies House register, and formal documents should be served there. “Verona AI” is a trading name of VERONA AI LIMITED. Write to us at ask@veronaai.co, or by post to the registered office.

2. Words with a fixed meaning

“Website” covers veronaai.co and every page on it. A “Business Day” is Monday to Friday other than a public holiday in Northern Ireland. “You” is whoever is using the Website, the Services or an App. Headings carry no weight in interpretation, a reference to a statute picks up its amendments and re-enactments, and “including” never narrows what precedes it.

3. How these terms are put together

Part One (sections 1 to 6) settles who is contracting and on what footing. Part Two (sections 7 to 11) walks a single conversation from the first message to the closing record and marks the division of responsibility at each turn. Part Three (sections 12 to 16) holds the commercial terms. Part Four (sections 17 to 25) allocates risk and sets the law. Part Five (sections 26 to 29) is the licence for the Apps and applies on top of everything before it. Part Six (section 30) applies where you are a Consumer, and overrides anything elsewhere that conflicts with it.

Using the Website means accepting Part One as it bears on the Website. Placing an Order, signing in, or putting an Agent to work means accepting the Contract. Downloading, installing or opening an App means accepting Part Five. If any of that is unwelcome, the answer is not to use the Website, the Services or the Apps.

Accepting on behalf of an organisation is a confirmation that you can bind it, and “you” then means that organisation. An Order beats these terms where the two conflict; on the handling of personal data, the DPA beats both.

4. What we supply

We supply deployable AI Agents to small businesses on a subscription footing rather than as consulting engagements. What binds us is the specification, price and term recorded in your Order; descriptions carried on the Website are general in nature, may be revised, and are neither an offer capable of acceptance nor a warranty that a given feature will take a given form.

The Services are supplied with reasonable skill and care, and we will make reasonable efforts to keep the platform reachable, though no specific availability figure is committed to unless an Order contains a service level agreement. Changes that leave overall functionality intact may be made without notice. Where a change would materially cut into functionality you have paid for, you get at least 30 days' notice and may end the affected subscription with a pro-rata refund of anything prepaid. Scheduled maintenance is notified in advance where that is practicable; emergency maintenance may happen without notice where the Services or their users need protecting.

5. Using the website

The Website costs nothing and exists to inform. We take care over its accuracy, but it is supplied as it stands, describes the Services in outline rather than in contractual detail, and is not advice of any kind. It may be changed, paused or taken down without warning.

You agree not to break the law with it, not to reach for unauthorised access to it or to anything connected to it, not to introduce malicious code, not to disrupt it including by flooding it, not to harvest it at scale beyond ordinary search-engine indexing, and not to imply a connection with us that does not exist. Access may be limited or blocked where we reasonably think this paragraph has been ignored.

6. Accounts and the people on them

1. Who may hold one. You must be 18 or over, and where you contract as a business you must have the authority to do it. The Services are built for businesses and for people acting in a business capacity, not for household use.
2. Accuracy. Registration details must be correct when given and kept current afterwards.
3. Named users. Only the individuals you authorise may use an account, and credentials must not be passed between people. What your named users do or fail to do counts as yours.
4. Security. Keep credentials to yourself, switch on multi-factor authentication where it is offered, and tell ask@veronaai.co straight away if you think someone else has got in.
5. Seats. Where an Order is priced by user, do not exceed the seats bought; further seats can be added and are charged pro rata.

7. Turn one — what you may point an agent at

A conversation starts because you decided it should. You choose the channel, write the brief and set the boundaries, which is why the obligations at this turn are largely yours.

You must not, and must not let anyone else:

• run the Services against the law or against anyone's rights, intellectual property, privacy and consumer protection included;
• point an Agent at spam or unlawful direct marketing, or at anything that would breach the Privacy and Electronic Communications Regulations;
• mislead a person about whether they are dealing with software, or configure an Agent to deny what it is when asked;
• submit Customer Data you have no right to submit, or push special category or criminal offence material through the Services without the safeguards the DPA requires;
• deploy an Agent on a service aimed at, or likely to be reached by, children before completing the assessment the DPA requires;
• use the Services to hand out regulated advice — legal, medical, financial or comparable — without the oversight and authorisations your sector demands;
• reach for another customer's data, or probe, scan, disable, overload or work around any part of our infrastructure or security;
• reverse engineer the Services, extract model weights or prompts, or use what you learn to build a competing product;
• resell, sublicense or pass the Services to anyone else beyond what your Order allows; or
• upload malicious code, or material that is unlawful, defamatory, obscene, harassing or otherwise harmful.

The lawfulness of the purpose you deploy an Agent for is yours to establish, as are the notices and consents the people contacting you are owed.

8. Turn two — the reply, and what it is worth

Agents run on artificial intelligence. Outputs are assembled statistically, which means they can be incomplete, wrong, or wrong in a way that reads convincingly. They are not advice, and must never be leant on as legal, financial, medical, tax or other professional advice. Similar or identical Outputs may be produced for other customers, and we claim neither originality nor freedom from third-party rights in any Output.

Because of that, the human review described at section 10 is a condition of using the Services rather than a recommendation. You agree to read an Output before relying on it for any decision carrying legal, financial, safety or comparable weight, and you take responsibility for decisions reached on the strength of one. Nothing in the Services stands in for your own professional judgement or displaces your own regulatory duties.

9. Turn three — actions, approvals and limits

An Agent acts inside the scope you configure and no wider. Steps you have marked consequential wait for a person to confirm them, and you agree to keep those approval gates in place rather than switching them off for speed.

You must not configure an Agent to reach a decision by automated means alone where that decision would carry legal effect or similarly significant consequences for an individual. This mirrors the constraint in our Privacy Policy and in the DPA. Where we find an Agent configured against it, we may suspend that Agent under section 16.3 and will tell you why.

Where an Agent connects to your own systems, you are responsible for the permissions you grant it there, for the credentials you supply, and for the state of the records it reads and writes.

10. Turn four — the handover you must staff

Every Agent will pass a conversation to a person: on request, outside its scope, on low confidence, on a complaint, on a signal of vulnerability or safeguarding, or wherever your own rules require it. The Services provide the mechanism. Providing the person is your obligation.

You agree to keep a route by which a handed-over conversation is picked up by a member of your staff within a reasonable time, to tell us the address or channel that route runs to, and to keep it working. An Agent that hands over into an unattended queue is a configuration problem, and the consequences of one sit with you.

11. Turn five — the record, and who owns it

Customer Data remains yours. Every right in it stays with you. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process and display it, but only so far as delivering, securing and supporting the Services requires, so far as the law requires, and as our Privacy Policy and the DPA describe.

Customer Data is not used to train or fine-tune any model reachable by other customers or by the public, unless you have given specific opt-in consent for a defined dataset and a defined purpose — consent you can withdraw whenever you choose.

You warrant that you hold the rights, consents and lawful bases we need in order to process Customer Data as the Contract contemplates. Keeping your own copies is your responsibility: our backups exist for our continuity and are not a substitute for your records. On termination, section 16.5 governs export.

12. Confidentiality

Each of us may come into the other's confidential information — anything disclosed under the Contract carrying a confidentiality marking, or of a character any sensible reader would recognise as confidential, Customer Data among it, along with our non-public technical and commercial material and the terms of an Order. Whoever receives it must keep it close, use it only for the Contract, pass it on only to staff and professional advisers who need it and are held to equivalent obligations, and guard it with at least reasonable care.

None of that bites on information that is already public or becomes public without a breach, was lawfully held beforehand, is worked out independently, or arrives lawfully from a third party; and either of us may disclose where the law or a court compels it, giving whatever notice is lawful and practical. The obligations run for 5 years past the end of the Contract, and without end for Customer Data and trade secrets.

13. Data protection roles

Both of us will comply with the UK GDPR and the Data Protection Act 2018. Where we handle personal data on your behalf in delivering the Services — the conversations, documents and records your Agents work with — you are the controller and we are the processor, and the DPA applies and forms part of the Contract. It carries the Article 28 clauses, the description of processing, the security schedule, the sub-processor register and the transfer mechanisms.

Where we act as controller instead — your account, billing, support and telemetry — the Privacy Policy explains what happens. Nothing here reduces what either of us owes to individuals or to the Information Commissioner's Office. The current DPA and sub-processor register come from ask@veronaai.co.

14. Intellectual property

1. Ours. The Website, the platform, the Apps, the Agents, our models, prompts, documentation, designs and marks — the Verona AI wordmark and the “Arco” mark among them — belong to us or are licensed to us, and stay that way. Nothing here moves ownership.
2. Pre-existing material. Each of us keeps every right in what we owned before the Contract or develop independently of it.
3. Your licence. Provided the fees are paid and the Contract observed, you have a non-exclusive, non-transferable, revocable licence for the Subscription Term to use the Services and our documentation for your own internal business purposes.
4. Deliverables. Where an Order covers configuration work, templates or other deliverables prepared for you, you get a perpetual non-exclusive licence to use them internally; the underlying tools, know-how and generic components stay ours and may be reused.
5. Outputs. Between the two of us, the Outputs generated for you are yours so far as they are capable of being owned, and you may use them for any lawful purpose. Checking that an Output does not trespass on somebody else's rights is your job.
6. Feedback and marks. Suggestions you send us may be used without restriction or payment, and we will not name you as their source without asking. No licence to our trade marks is granted here, and we will name you as a customer only with your written consent.

15. Fees, invoicing and late payment

1. Fees. Whatever your Order or the relevant store listing states. Unless stated otherwise fees exclude VAT and other taxes, which you pay on top at the prevailing rate.
2. Billing. Subscriptions bought inside an App are billed by Apple or Google (section 27). Subscriptions bought directly are invoiced in advance for each Subscription Term unless the Order says otherwise.
3. Payment. Invoices fall due 14 days from their date, in pounds sterling, by the method the invoice names, without set-off or deduction except where the law requires one.
4. Late payment by a business. A business contract lets us reach for the Late Payment of Commercial Debts (Interest) Act 1998: statutory interest running at 8% over the Bank of England base rate, plus the fixed sum and the reasonable recovery costs that Act allows. Interest accrues by the day from the due date until we are paid, and keeps accruing through judgment.
5. Suspension for non-payment. Where an undisputed invoice is still unpaid 14 days after a written reminder, we may suspend the Services on 7 days' further notice until it is settled. Suspension does not cancel the debt.
6. Price changes. Fees for a renewal term may change on at least 30 days' notice before the renewal date. Declining the change means declining renewal before the term runs out. Store-billed prices move according to that store's rules.
7. Disputed invoices. Dispute one in good faith within 14 days of receipt, giving your reasons, and pay the undisputed balance meanwhile; we will work it through promptly.
8. Refunds. Beyond what these terms or the law provide, fees are not refundable and unused parts of a Subscription Term are not credited.

16. Length, suspension and ending the contract

1. Length. The Contract begins when your Order is accepted and runs for the Subscription Term, renewing automatically for further periods of equal length unless either of us gives notice against renewal at least 30 days before the current term ends — or, for store-billed subscriptions, cancels as section 27 describes.
2. Ending it for breach. Written notice ends the Contract at once, at the instance of either of us, where the other lands a material breach beyond repair; or one that is repairable and still stands 14 days after written notice asking for it to be repaired; or where the other goes insolvent, falls into administration or liquidation, or stops trading.
3. Suspension. Immediate suspension of the Services, in whole or in part, is open to us where we reasonably judge it needed to shield the platform, our other customers or an outside party from a security threat, from unlawful use, or from a serious breach of sections 7 to 10; where the law requires it; or for non-payment under section 15.5. You will be told why, the suspension will be kept to what is needed, and access returns once the cause is cleared.
4. Withdrawing a product. An App or a Service may be withdrawn from the market on at least 30 days' notice where that is practicable, and anything prepaid for a period past withdrawal is refunded pro rata.
5. What follows. On termination or expiry your licences end, access stops, accrued fees fall due, use of the Services must cease, and a 30-day export window opens on Customer Data, at the close of which the DPA and the Privacy Policy govern its return or destruction.
6. What survives. Sections 2, 11, 12, 13, 14, 15 for sums already accrued, 17 to 25 and 30, plus anything else whose nature calls for it.

17. What we promise

We warrant that we may enter into the Contract and grant the licences in it; that suitably qualified people will deliver the Services, applying reasonable skill and care; and that the Services will materially match the description in your Order and in our published documentation. Break that warranty and our obligation — your exclusive remedy, on top of anything that cannot lawfully be excluded — is to make reasonable efforts to correct the shortfall, and where we cannot manage it in a reasonable time, to let you end the affected subscription and take a pro-rata refund of what you prepaid.

You warrant in turn that you hold the rights, consents and lawful bases described at sections 7 and 11, and that your use of the Services keeps within the law.

18. What we do not promise

Outside the promises the Contract spells out, and so far as we are permitted, anything statute or common law would otherwise read into this arrangement is excluded. In particular there is no promise that the Services will run uninterrupted, on time or without error; that defects will be corrected; that the Services will meet a requirement we have not expressly agreed; or that an Output will be accurate, complete, current, original or suitable for a particular purpose.

The Website is free and anything on it is general information. Indicative pricing, product descriptions and timelines are not offers and may move. This section gives way to section 30 wherever it would strip a Consumer of a right the law does not permit us to exclude.

19. Limits on liability

19.1 Never excluded. Some liability cannot be signed away, and this Contract makes no attempt on it. Left wholly untouched are: negligence by us that causes death or personal injury; fraud, and fraudulent misrepresentation; the title and quiet-possession terms at section 12, Sale of Goods Act 1979, and section 2, Supply of Goods and Services Act 1982, wherever either bites; claims falling under Part I, Consumer Protection Act 1987; and every other head of liability the law puts beyond our reach.

19.2 Excluded losses. Subject to 19.1, neither of us is liable to the other, in contract, in tort including negligence, for breach of statutory duty or otherwise, for lost profits, revenue, business, contracts or anticipated savings; for lost goodwill or reputation; for lost or corrupted data beyond the cost of restoring it from your own backups; for loss of use; or for any indirect or consequential loss.

19.3 The cap. Subject to 19.1, our total aggregate liability connected with the Contract in any 12-month period is capped at the higher of the fees paid or payable for the Services in the 12 months before the event that gave rise to the claim, and £100. Where you use only the Website or a free tier, the cap is £100.

19.4 Outputs. Subject to 19.1, we are not liable for a decision you take or decline to take on the strength of an Output, nor for loss flowing from a failure to keep the human review at sections 8 and 10 in place.

19.5 Why these limits. They reflect the fees charged and the way risk is shared between us, and they hold even where a remedy fails of its essential purpose. For a Consumer, section 30 displaces 19.2 and 19.3 so far as those would cut into rights that cannot be given up.

20. Indemnities

20.1 From us. Should an outside party allege that your permitted use of the Services treads on its UK intellectual property rights, the defence is ours to run and ours to fund, along with whatever damages are finally awarded or agreed. Three conditions attach: prompt notice to us, sole conduct of the defence and any settlement left in our hands, and reasonable help from you, which we pay for. It does not cover claims arising from Customer Data, from Outputs, from use outside the Contract, or from combining the Services with something we did not supply. Faced with such a claim we may choose to obtain the right to continue, to change the Services, or to end the affected subscription and refund what was prepaid.

20.2 From you. Where you contract as a business you will indemnify us against losses, liabilities, damages and reasonable costs including legal costs arising from your breach of sections 7 to 11 or 13; from Customer Data, including a claim that it infringes third-party rights or was processed without a lawful basis; and from a claim by one of your own customers or staff connected to your use of an Agent, except so far as our own breach caused it. This section does not apply to Consumers.

21. Events outside anyone's control

Where a cause outside reasonable control stops or delays an obligation other than paying money, neither of us answers for it. Causes of that kind include flood, fire and act of God; epidemic; war, terrorism and civil disorder; industrial action among people other than that party's own workforce; the failure of a utility, a telecommunications link or an outside infrastructure provider; cyber-attack; and the act of a government or a regulator. Whoever is affected must say so, limit the damage so far as is reasonable, and resume as soon as they can. Where the event runs past 30 days either of us may end the affected part of the Contract in writing, and we refund fees prepaid for Services not delivered.

22. Subcontracting and transfer

We may subcontract or delegate any of our obligations, the hosting and model providers named in our Privacy Policy included, while remaining answerable for what our subcontractors do as though we had done it ourselves; where a subcontractor handles personal data, the sub-processor terms in the DPA govern.

You may not assign, transfer, charge or otherwise deal with the Contract or the rights under it without our written consent, which will not be withheld unreasonably. We may assign or novate to a group company or to a buyer of the business or assets concerned, provided your rights are not cut down by it.

23. Changing these terms

These terms may be varied to track changes in our products, our suppliers, our business or the law. Small changes take effect on publication, with the version and dates above moved on. Material changes carry at least 30 days' notice by email, by in-app notice or by a banner on this page; where a material change is unwelcome you may end the affected subscription before it lands and take a pro-rata refund of anything prepaid. Continuing to use the Services after the effective date is acceptance. Anything varied between us in an Order has to be written down and signed by both.

24. Whole agreement, notices and the usual machinery

Whole agreement. The Contract is the entire agreement between us on its subject matter and displaces everything said or written beforehand. Each of us confirms that we are not relying on any statement outside it, though nothing here limits liability for fraud or fraudulent misrepresentation.

No partnership. No employment relationship arises here, and neither a partnership nor an agency nor a joint venture; neither of us can commit the other to anything.

Third parties. Except as this paragraph says, nobody outside the Contract may enforce it under the Contracts (Rights of Third Parties) Act 1999. Apple Inc. and its subsidiaries may enforce Part Five against you (section 29). Our group companies may enforce sections 12, 14, 18 and 19.

Notices. Notices must be written. Ours reach us at ask@veronaai.co or by post to the registered office; yours reach you at the email address on the account or your registered address. An emailed notice counts as received when it is sent, or at 9.00 am on the next Business Day where it is sent outside working hours. A posted notice counts as received on the second Business Day after posting. None of this governs the service of proceedings.

Severability and waiver. A provision found invalid or unenforceable is narrowed only so far as it takes to make it work, or struck out where that is impossible, and everything else stands. Not exercising a right, or exercising it late or in part, waives nothing; a waiver counts only in writing.

25. Complaints, disputes and the governing law

When something has gone wrong, start with ask@veronaai.co. We will confirm your complaint has reached us within 2 Business Days and come back with our findings within 20 Business Days, or explain what is taking longer.

Where that does not settle it, both of us will make reasonable efforts to resolve the matter by discussion between senior people within 30 days, and will give mediation honest consideration before starting proceedings. None of that stops either of us seeking urgent injunctive relief, recovering an undisputed debt through the courts, or — where you are a Consumer — using a statutory right or taking the matter to an alternative dispute resolution provider.

The Contract and any dispute or claim connected with it, including non-contractual ones, are governed by the law of Northern Ireland, and both of us submit to the exclusive jurisdiction of the courts of Northern Ireland. A Consumer resident elsewhere in the United Kingdom may also bring proceedings in the courts of their home nation, and keeps the benefit of any mandatory local protections that cannot be contracted away.

26. App licence

Part Five governs the Apps and is an agreement between you and VERONA AI LIMITED — not with Apple Inc. or Google LLC, whose own store terms cover your download as well. Where an App is the way you reach the Services, everything before this section applies too.

The licence. What you receive is personal to you, revocable, granted exclusively to no one and transferable to no one: install the App and run it on hardware you own or control, for internal business use, inside these terms and inside the usage rules of whichever store supplied it.

What the licence does not allow. Copying it past what running or backing it up reasonably calls for; altering it, translating it or deriving another work from it; taking it apart by reverse engineering, decompilation or disassembly save where the law allows that in spite of this paragraph; renting it out, leasing it, lending it, selling it, sublicensing it or passing it on; stripping the proprietary notices off it; or running it where the operating system protections have been defeated. Every right not granted here stays with us.

Updates and export control. Updates may be issued and your device settings may install them by themselves; some are needed for the App to keep working, older builds may stop functioning, and support for operating system versions their own vendor has dropped may end. You confirm that you are not located in a country under a UK, EU or U.S. Government embargo or designated as supporting terrorism, and that you are on no restricted-party list.

27. Store-billed subscriptions

• Who charges you. Paid subscriptions bought inside an App are billed by Apple or Google through your store account at the price shown before you confirm. Your full card details never reach us.
• Automatic renewal. Subscriptions renew at the end of each billing period unless cancelled at least 24 hours before the current period closes. Your store account is charged within the 24 hours before the new period starts.
• Cancelling. Manage or cancel in your store settings — on iOS through Settings, your Apple Account, then Subscriptions; on Android through Google Play, Profile, Payments and subscriptions, then Subscriptions. Removing the App cancels nothing, and closing your Verona AI account does not by itself stop store billing.
• Price changes. Where a subscription price moves, the store notifies you as its own rules require and, where required, asks for your agreement before charging more. Cancel before renewal if the new price does not suit.
• Trials and introductory periods. Where a free trial or an introductory period is offered, its length and what happens at the end are stated when you sign up. Unused trial time lapses on purchase where the store works that way.

28. Cancelling and refunds

• Store refunds. Refunds for purchases billed by Apple or Google run under that store's refund policy — through reportaproblem.apple.com or the Google Play refund process. Anything the store refers back to us, we will help with.
• The 14-day right, for Consumers. A Consumer in the UK has a statutory right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel a contract for digital content or digital services within 14 days, giving no reason.
• Immediate supply. Where digital content is supplied straight away, you will be asked at purchase to agree to immediate supply and to acknowledge that the 14-day right falls away for that content once supply begins. Where an ongoing digital service is cancelled inside the 14 days, a proportionate charge may apply for what has already been delivered, with the balance refunded within 14 days of cancellation.
• How to cancel. Email ask@veronaai.co saying clearly that you are cancelling, or use the store's own route. The model cancellation form in the Regulations is available to you but is not compulsory.
• Business customers. The 14-day right does not reach a business contract; section 16 sets out what applies instead.

29. Terms Apple and Google require

For an App taken from the Apple App Store: these terms bind you and VERONA AI LIMITED alone, and Apple bears no responsibility for the App or its content; the licence at section 26 is confined to Apple-branded products you own or control, as the App Store Terms of Service permit including the Family Sharing rules; Apple owes no maintenance or support; an App that misses an applicable warranty can be reported to Apple, whose sole answer is to hand back the purchase price if one was paid, carrying no further warranty duty so far as the law permits; Apple is not responsible for handling any claim you or a third party bring about the App, product liability, regulatory compliance and consumer protection claims included; an outside allegation that the App infringes intellectual property rights is ours to investigate, defend, settle and discharge rather than Apple's, to the extent these terms provide; and once you accept these terms Part Five may be enforced against you by Apple and by its subsidiaries, who take the benefit of it as third parties.

For an App taken from Google Play, the Google Play Terms of Service and Google Play's developer distribution requirements govern your download and any store-billed purchase as well. Google is not a party to these terms and bears no responsibility for the App.

30. Your rights as a consumer

Where you are a Consumer you hold statutory rights that these terms neither touch nor remove. In particular:

• Under the Consumer Rights Act 2015, anything digital we supply you has to reach satisfactory quality, suit any purpose you told us about, and match how it was described. Where they are not, a repair or replacement may be due, and where that is impossible or not delivered in a reasonable time, a price reduction or a refund. Should faulty digital content harm one of your devices, or other digital content belonging to you, and reasonable care and skill on our part was missing, you may be owed a repair or compensation instead.
• A service bought from us has to be performed with reasonable skill and care, finished in a reasonable time, and charged at a reasonable price where no price was fixed.
• The 14-day cancellation right at section 28 is yours, subject to the immediate-supply acknowledgement.
• We answer for loss or damage that is a foreseeable result of our breach of the Contract or of our failure to use reasonable care and skill. Unforeseeable loss falls outside that.
• Any term here that would cut into a right or remedy you hold as a Consumer, or that is unfair within Part 2 of the Consumer Rights Act 2015, does not bind you.

Free advice about consumer rights is available from Consumerline in Northern Ireland and from the Citizens Advice consumer service. Nothing in these terms obliges you to bring a claim anywhere other than section 25 permits.

Published by VERONA AI LIMITED, Company No. NI738464. Version 3.0 — effective 5 August 2026. The Privacy Policy and the Cookie Policy stand alongside this document.