1. Who we are and what these terms cover
guardbook is provided by Vertas AI Ltd, a company registered in England and Wales under company number 17392826 ("we", "us", "our"). Our contact email is hello@guardbook.ai.
These terms govern your access to and use of guardbook, the web application available at our service address, together with any related services we provide (the "Service"). By creating an account, ticking the acceptance box at signup, or using the Service, you agree to these terms on behalf of the firm you represent.
The Service is provided for business use only. You confirm that you are entering into these terms in the course of business on behalf of a firm, partnership, company or sole practice (the "Customer" or "your firm"), and that you have authority to bind that firm. The Service is not offered to consumers.
2. The Service
guardbook helps surveying firms create, organise and maintain records that evidence their approach to the responsible use of artificial intelligence, with reference to the RICS professional standard Responsible Use of Artificial Intelligence in Surveying Practice. The Service includes features such as an AI tool register, risk register, oversight log, policy generation and related record keeping and reporting.
3. Important limits of the Service: no compliance guarantee, no professional advice
This section is important. Please read it carefully.
- guardbook is a record keeping and evidence tool. It is not legal advice, regulatory advice, or professional advice of any kind, and it is not a substitute for the professional judgement of your firm or its members.
- Use of the Service does not guarantee, certify or warrant that your firm complies with the RICS professional standard, the RICS Rules of Conduct, or any law or regulation. Compliance remains your firm's sole responsibility at all times.
- Documents generated by the Service, including any AI use policy, are templates assembled from the information your firm enters. Your firm is responsible for reviewing them, adapting them where necessary, and adopting them through its own governance processes.
- Scores, percentages and status indicators shown in the Service are informational aids based on the records your firm has entered. They are not an assessment, audit or accreditation by us or by RICS, and RICS has no involvement in or responsibility for the Service.
- AI-generated content in the Service, including any AI use policy text, may be inaccurate, incomplete or entirely fabricated. Your firm is responsible for reviewing all AI-generated content before relying on it.
4. Accounts and your responsibilities
- You must provide accurate information at signup and keep your organisation details up to date.
- You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
- Where the Service allows the account holder to record details of other people at the firm, the account holder is responsible for ensuring it has the right to enter that information and that it is accurate.
- The reliability and accuracy of the records your firm keeps in the Service depend on the information your firm enters. We are not responsible for inaccurate, incomplete or out of date information entered by your firm.
5. Acceptable use
You must not, and must not permit anyone else to:
- use the Service unlawfully, or to store or transmit unlawful, infringing or harmful material;
- attempt to gain unauthorised access to the Service, other customers' data, or the systems on which the Service runs;
- interfere with or disrupt the integrity or performance of the Service;
- copy, resell, sublicense or make the Service available to any third party other than your firm's own personnel;
- reverse engineer the Service except to the extent permitted by law that cannot be excluded.
6. Fees and payment
Where the Service is provided under a paid plan, fees are as set out in your order or selected plan, exclusive of VAT, and payable in advance. We may suspend access for non payment after reasonable notice. Where the Service or any part of it is provided free of charge, including during any pilot or early access period, it is provided without any commitment as to availability or continuation.
7. Your data, our roles, and the Data Processing Agreement
As between you and us, your firm owns the records and content it enters into the Service ("Customer Data").
For personal data contained in Customer Data, your firm is the controller and we act as your processor. Our processing of that personal data is governed by our Data Processing Agreement, which forms part of these terms. For account holder and billing information, we act as a controller as described in our Privacy Notice.
We do not currently share Customer Data with any third-party AI model provider. If that changes, we will update the Data Processing Agreement's list of sub-processors and give you the notice and objection rights it sets out before that provider processes your data.
You grant us the rights in Customer Data that are necessary to host, operate, support and provide the Service to your firm.
8. Anonymised data
We may create and use data derived from Customer Data and use of the Service that has been irreversibly anonymised, so that it does not identify your firm or any individual and cannot reasonably be used to re-identify them. We may use such anonymised data only to operate, secure and improve the Service and to produce aggregated insights and benchmarks. Anonymised data is not Customer Data and is not personal data.
9. Confidentiality
Each party may receive confidential information from the other in connection with these terms. Each party will use the other's confidential information only to perform its obligations under these terms, and will not disclose it to any third party except to personnel, advisers or sub-processors who need it for that purpose and are bound by confidentiality obligations at least as strict as these.
This does not apply to information that is or becomes public other than through breach of this clause, that the receiving party already lawfully held, or that the receiving party is required to disclose by law.
This clause does not limit either party's rights and obligations regarding personal data under the Data Processing Agreement.
10. Intellectual property
We and our licensors own all intellectual property rights in the Service, including its software, design, structure, templates and documentation. These terms do not transfer any of those rights to you. You receive a non exclusive, non transferable right to use the Service for your firm's internal business purposes during the term.
Documents generated by the Service from your firm's information, such as your adopted AI use policy, are yours to use within your firm and with your clients, insurers and regulators.
If you give us feedback or suggestions, we may use them without restriction or obligation to you.
11. Availability, support and changes to the Service
- We aim to keep the Service available and to fix faults within a reasonable time, but we do not promise that the Service will be uninterrupted or error free, and we do not currently offer a service level commitment.
- We may improve, modify or update the Service from time to time, provided changes do not materially reduce its core functionality during a paid term. A change materially reduces core functionality if it removes a capability described in your order without a reasonably equivalent replacement.
- We may suspend access where reasonably necessary, for example for maintenance, security, or suspected breach of these terms.
12. Term, termination and your data on exit
- These terms apply from the date you accept them and continue until terminated.
- You may stop using the Service and close your account at any time. Where you are on a paid plan, any committed fees for the current period remain payable unless your order says otherwise.
- We may terminate or suspend your access on notice if you materially breach these terms and, where the breach can be remedied, fail to remedy it within 14 days of being asked.
- For 30 days after termination, we will make your Customer Data available for export on request. After that period we will delete Customer Data in accordance with the Data Processing Agreement, except where the law requires retention.
13. Warranties and disclaimers
We warrant that we will provide the Service with reasonable skill and care. Except as set out in these terms, and to the fullest extent permitted by law, all other warranties, conditions and terms implied by law are excluded. Section 3 applies to all use of the Service.
14. Limitation of liability
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
Subject to that, we are not liable for: loss of profits, revenue, business, goodwill or anticipated savings; loss or corruption of data (without limiting our obligations under the Data Processing Agreement); or any indirect or consequential loss. For the avoidance of doubt, we are not liable for any regulatory finding, disciplinary action, claim or loss arising from your firm's compliance or non compliance with the RICS professional standard or any law, which remains your firm's responsibility as set out in section 3.
Subject to the above, our total aggregate liability arising out of or in connection with the Service in any 12 month period is limited to the greater of: (a) the fees paid by your firm for the Service in the 12 months before the event giving rise to the claim; and (b) £100.
Where the Service is provided free of charge, including during a pilot or early access period, our liability is excluded to the fullest extent permitted by law, except for the liabilities that cannot be excluded or limited as set out above.
15. Indemnity
Your firm will indemnify us against any claims, losses, liabilities and reasonable costs we incur arising from: (a) Customer Data, including any claim that it infringes a third party's rights or breaches a law; or (b) your firm's breach of section 5 (Acceptable use). This indemnity does not apply to the extent the claim arises from our breach of these terms or the Data Processing Agreement.
16. Force majeure
Neither party is liable for any failure or delay in performing its obligations under these terms, other than an obligation to pay money, to the extent caused by circumstances beyond that party's reasonable control.
17. Changes to these terms
We may update these terms from time to time. Each version carries a version number and effective date. If we make a material change, we will give you reasonable advance notice by email or within the Service, and continued use of the Service after the effective date constitutes acceptance of the updated terms. The version you accepted is recorded against your account.
18. General
- Entire agreement. These terms, together with the Data Processing Agreement, the Privacy Notice and any order, form the entire agreement between us regarding the Service.
- Assignment. You may not assign these terms without our consent, not to be unreasonably withheld. We may assign them to a successor of our business, including on incorporation of the business.
- No partnership. Nothing in these terms creates a partnership, joint venture or agency between us.
- Severance. If any provision is found unenforceable, the rest remains in effect.
- Third party rights. No one other than you and us has any right to enforce these terms.
- Notices. We will send notices to your account email address. You can send notices to hello@guardbook.ai.
- Survival. The sections on confidentiality, anonymised data, limitation of liability, indemnity, this section, dispute resolution and governing law, together with any obligation that by its nature should continue, survive termination of these terms.
19. Dispute resolution
If a dispute arises out of or in connection with these terms, the parties will first try in good faith to resolve it through negotiation between senior representatives of each party. If it is not resolved within 30 days of one party notifying the other of the dispute, either party may refer it to mediation before starting court proceedings, unless urgent interim relief is needed.
20. Governing law and jurisdiction
These terms and any dispute or claim arising out of them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.