Terms of Business

1. Introduction and acceptance

These Terms of Business ("Terms") are issued by StudioData Limited, a company registered in England and Wales under company number 17326272, whose registered office is at The Farmhouse, Broadstone Estate, Enstone, Chipping Norton, England, OX7 5QL ("StudioData", "we", "us" or "our").

These Terms govern access to and use of our website at studiodata.ai (the "Website") and, to the extent not superseded by a Subscriber Contract, the StudioData platform (the "Platform"). By accessing the Website or the Platform, you agree to be bound by these Terms. If you do not agree, you should not use the Website or Platform.

Where a PR agency has entered into a PR Agency Subscriber Contract with us (a "Subscriber Contract"), that Subscriber Contract, its schedules, its applicable Order Form, and the StudioData Data Processing Agreement (incorporated into the Subscriber Contract by reference) govern that agency's and its Agency Users' use of the Platform, and take priority over these Terms if they conflict. These Terms continue to apply to anything the Subscriber Contract does not cover, and to all use of the public Website.

2. Definitions

In these Terms: "Agency" means a PR or communications agency that has entered into a Subscriber Contract with us; "Agency User" means an individual authorised by an Agency to access the Platform on its behalf; "Client" means an end-client of an Agency whose data or brand appears within a Client Dashboard; "Client Dashboard" means a branded, Client-specific reporting instance within the Platform; "Content" means any data, text, branding, logos or other material uploaded to, or generated within, the Platform; and "Order Form" means the signed document under which an Agency selects a plan and agrees fees, as referenced in its Subscriber Contract.

3. Who these Terms apply to

These Terms apply to: casual visitors to the Website; individuals who request a demo or otherwise enquire about StudioData; and, save as set out above, Agency Users accessing the Platform. StudioData is a business-to-business product. By using the Website or Platform you confirm you are acting in the course of a trade, business, craft or profession, and not as a consumer.

4. Accessing the Platform

We do not operate self-service sign-up or publish pricing on the Website. Access to the Platform is by arrangement following a demo or sales conversation, and is only made available to Agencies that have signed a Subscriber Contract and an Order Form, and to the Agency Users that Agency authorises. We may verify the identity and authority of anyone requesting access.

Agencies are responsible for keeping Agency User login credentials confidential, for all activity that occurs under an Agency User's account, and for promptly notifying us of any suspected unauthorised access.

5. Acceptable use

You must not, and must not permit any Agency User or third party to:

• scrape, copy, resell, sublicense or otherwise redistribute data, benchmarking outputs, recommendations or other Content generated by the Platform, other than as part of a Client Dashboard shared with the relevant Client in the ordinary course;
• reverse engineer, decompile or attempt to derive the source code, underlying methodology or recommendation logic of the Platform;
• use the Platform to build a competing product or service;
• misuse white-label functionality to imply that the underlying Platform, or data supplied by StudioData's third-party sources, is proprietary technology or data owned by the Agency;
• upload unlawful content, or content that infringes the intellectual property, privacy or other rights of any third party (including press-clipping images or scans not properly licensed under NLA Media Access, the Copyright Licensing Agency or equivalent rights holder terms — see Section 7 below); or
• interfere with or attempt to disrupt the proper working of the Website or Platform, or attempt to gain unauthorised access to any part of it.

6. Intellectual property

As between the parties, StudioData owns all right, title and interest in and to the Website and Platform, including their design, software, underlying data models, recommendation logic, and any improvements, and any aggregated, anonymised or de-identified data or insights derived from use of the Platform across our customer base. Nothing in these Terms transfers any of that ownership to an Agency, Agency User or Client.

An Agency retains ownership of its own brand assets, and of the Content it or its Clients upload to a Client Dashboard. During the term of the applicable Subscriber Contract, we grant the Agency a limited, non-exclusive, non-transferable licence to apply its own branding to Client Dashboards for presentation to its Clients ("white-labelling"). This licence does not extend to representing the underlying Platform as the Agency's own proprietary software.

7. Third-party data and recommendations — no guarantee of accuracy

Certain Content displayed within the Platform — including competitor benchmarking, search and AI visibility metrics, authority scores, and social data — is derived from third-party sources (for example Google, and SEO or social data providers) and reflects estimates made by those providers, not data verified by StudioData. We do not guarantee, and accept no responsibility for, the accuracy, completeness or currency of third-party-sourced data.

Recommendations generated within the Platform are informational and intended to prompt discussion between an Agency and its Client; they are not professional SEO, legal, financial or other advice, and StudioData is not responsible for decisions made in reliance on them.

8. Fees

Fees for use of the Platform are agreed separately with each Agency in a signed Order Form under a Subscriber Contract, and are not published on the Website. Nothing in these Terms constitutes an offer of specific pricing.

9. Availability of the Website and Platform

We will use reasonable endeavours to keep the Website and Platform available, but — reflecting StudioData's current early stage of development — we do not guarantee any particular level of uptime or availability at this time, and the Platform may be unavailable from time to time for maintenance, updates or reasons outside our control.

10. Suspension and restriction of access

We may suspend or restrict access to the Website or Platform, without liability, where we reasonably believe there has been a breach of these Terms, a security risk, unlawful use, or non-payment of fees due under a Subscriber Contract, in each case for so long as reasonably necessary to address the issue.

11. Warranties and disclaimers

Except as expressly stated in these Terms or in a Subscriber Contract, the Website and Platform are provided "as is" and "as available", and, to the fullest extent permitted by law, all warranties, conditions and representations, whether express or implied by statute, common law or otherwise, are excluded.

12. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded. Subject to that, and save as otherwise agreed in a Subscriber Contract, StudioData's total liability arising out of or in connection with use of the Website (for users without a Subscriber Contract) is limited to £100, and neither party is liable to the other for any indirect or consequential loss.

For Agencies with a Subscriber Contract, liability is instead governed by the limitation of liability clause in that Subscriber Contract, which takes precedence.

13. Indemnity

An Agency agrees to indemnify StudioData against losses, damages, costs and expenses arising from: (a) Content it or its Clients upload to the Platform, including any infringement of third-party intellectual property or data protection rights (including any unlicensed use of press-clipping images or scans); and (b) its breach of these Terms or the Acceptable Use provisions above.

14. Confidentiality

Each party will keep confidential any non-public information disclosed by the other in connection with the Website or Platform, and use it only for the purposes contemplated by these Terms, except where disclosure is required by law or a competent authority.

15. Data protection

Personal data is handled in accordance with our Privacy Policy, and — for Agencies — the standalone StudioData Data Processing Agreement, which is incorporated by reference into the Subscriber Contract and available at studiodata.ai/legal/dpa.

16. Case studies and publicity

We will not name an Agency or Client, use their logo, or reference their results (including in investor or marketing materials) as a case study or reference without that Agency's prior written consent, save that we may refer generally and without attribution to aggregate or anonymised trends.

17. General

17.1 Governing law and jurisdiction

These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from them.

17.2 Entire agreement

These Terms, together with our Privacy Policy and (where applicable) a Subscriber Contract, constitute the entire agreement between the parties in relation to their subject matter.

17.3 Variation

We may update these Terms from time to time by posting a revised version on the Website; for Agencies with a Subscriber Contract, material changes affecting the Platform will be notified in advance in accordance with that contract.

17.4 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition or sale of assets, provided your rights are not materially prejudiced.

17.5 Severability

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect.

17.6 No partnership

Nothing in these Terms creates a partnership, joint venture, or relationship of employer and employee, or agent and principal, between the parties (the defined term "Agency" describes a customer relationship only, not a legal agency relationship).

18. Contact

Questions about these Terms can be sent to legal@studiodata.ai or by post to: