Fueld Organisation Portal - Terms and Conditions

Effective Date:  01-May-2025

Please read these terms and conditions carefully before using the Fueld organisation portal.

These Terms and Conditions ("Terms") govern the access and use of the Fueld Organisation Portal ("Portal") provided by Fueld AI Limited, a company registered in England and Wales under company number 15322118 with its registered office at 71-75 Shelton Street Covent Garden, London, WC2H 9JQ. ("Fueld", "we", "us", "our").

By accessing or using the Portal, the organisation signing up ("Organisation", "you", "your") agrees to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Portal.

1. Definitions

2. Agreement to Terms

2.1. By creating an account, accessing, or using the Portal, you represent that you have the authority to bind the Organisation to these Terms.

2.2. You agree to use the Portal and Services in compliance with these Terms and all applicable laws and regulations.

2.3. We may modify these Terms from time to time. We will notify you of significant changes (e.g., via email or a notification within the Portal). Your continued use of the Portal after such modifications constitutes your acceptance of the revised Terms.

3. Services Provided

3.1. Fueld grants the Organisation a non-exclusive, non-transferable, revocable licence to access and use the Portal solely for the purpose of managing its Clients' access to the Fueld App.

3.2. The Portal allows Organisations to:a. Invite their Clients to sign up for the Fueld App.b. Create and manage customised sign-up pages for their Clients.c. Select and manage the payment model for their Clients' App access (subject to Clause 6).d. View aggregated, anonymised usage data related to their invited Clients (subject to data availability and privacy constraints).e. Access Client Data only where a Client has explicitly consented to share their data with the Organisation via the App's sharing settings.

3.3. Fueld provides the App to Clients under separate terms and conditions and a privacy policy applicable to the App usage ("Fueld App Terms" and "Fueld App Privacy Policy").

4. Organisation Responsibilities

4.1. You are responsible for providing accurate and complete information during the Portal sign-up process and keeping this information up-to-date.

4.2. You are responsible for maintaining the confidentiality of your Portal account credentials and for all activities that occur under your account.

4.3. You are solely responsible for your relationship with your Clients, including the provision of your own services to them. Fueld provides the App and Portal as tools; Fueld is not responsible for the Organisation's services or advice provided to Clients.

4.4. You shall ensure that your use of the Portal, including any customisation of sign-up pages and communications with Clients regarding the App, complies with all applicable laws, regulations, and professional standards.

4.5. You must ensure that Clients invited via the Portal are made aware of and have access to the Fueld App Terms and the Fueld App Privacy Policy before they sign up for the App.

4.6. You agree not to misuse the Portal, including but not limited to:a. Engaging in any unlawful activity.b. Uploading or transmitting malicious code.c. Attempting to gain unauthorised access to Fueld systems or other accounts.d. Interfering with the proper working of the Portal or App.

5. Client Management and Data Sharing

5.1. The Organisation can invite Clients to use the App via the Portal.

5.2. Client Control: The Client has sole control over their Client Data within the App. The Client decides if, and when, to share their Client Data with the Organisation through the App's sharing functionalities. The Client can revoke the Organisation's access to their Client Data at any time via the App settings.

5.3. Organisation Access: The Organisation acknowledges that it will only be able to view Client Data via the Portal if and to the extent that the individual Client has actively consented to share such data with the Organisation. Fueld does not control the Client's sharing decisions.

5.4. Organisation as Controller: When an Organisation receives Client Data shared by a Client via the App/Portal, the Organisation acts as a Data Controller (as defined under Data Protection Laws) for that specific data. The Organisation is solely responsible for complying with all Data Protection Laws concerning its access, use, storage, and processing of such shared Client Data.

5.5. Fueld acts as a Data Processor on behalf of the Client concerning the data processed within the App itself, as governed by the Fueld App Privacy Policy. Fueld may act as a Data Processor for the Organisation only in the context of facilitating the transfer of data explicitly shared by the Client with the Organisation via the Portal, but the Organisation remains the Controller for the data once received.

6. Payment Models and Fees

6.1. The Portal supports the following models for Client App access fees:a. Client Pays: The Client pays Fueld directly for App access according to the standard pricing and terms presented in the App.b. Organisation Pays: The Organisation pays Fueld for the App access on behalf of its specified Clients.c. Organisation Discount: The Organisation offers a discount code or mechanism via the Portal, reducing the Fee payable by the Client, with the Organisation potentially covering the discounted amount via its arrangement with Fueld.

6.2. Billing Relationship Required: Models 6.1(b) and 6.1(c) require the Organisation to establish a formal Billing Relationship with Fueld. This may involve credit checks, agreement to specific payment terms, minimum commitments, and potentially a separate Billing Agreement. Fueld reserves the right to approve or deny an Organisation's eligibility for these models.

6.3. Payment Terms (where Org Pays/Discounts): If a Billing Relationship is established, the Organisation agrees to pay all applicable Fees as outlined in the Billing Relationship terms or separate invoice. Payments are due within the timeframe specified (e.g., 30 days from invoice date). Late payments may incur interest charges. All Fees are exclusive of VAT or other applicable taxes, which the Organisation shall pay.

6.4. Fueld reserves the right to change its Fees and payment models upon reasonable notice (e.g., 30 days).

7. Intellectual Property Rights

7.1. All Intellectual Property Rights in and to the Portal, the App, and any related documentation or materials provided by Fueld are and shall remain the exclusive property of Fueld AI Limited or its licensors.

7.2. These Terms grant the Organisation no rights to Fueld's Intellectual Property Rights other than the limited licence to use the Portal as specified in Clause 3.1.

7.3. The Organisation shall not copy, modify, distribute, sell, lease, reverse engineer, or attempt to extract the source code of the Portal or App, except as permitted by law.

8. Data Protection

8.1. Fueld processes personal data in accordance with its Fueld App Privacy Policy (for Client Data within the App) and a separate Privacy Policy applicable to Organisation data collected via the Portal sign-up and usage (link to be provided).

8.2. As stated in Clause 5.4, the Organisation is the Data Controller for any Client Data it receives through the sharing function activated by the Client. The Organisation warrants that it has all necessary consents and legal bases to process such Client Data in compliance with Data Protection Laws.

8.3. Fueld implements appropriate technical and organisational measures to protect data processed via the Portal and App against unauthorised access, loss, or destruction.

8.4. Data Location: Fueld commits to storing all Client Data and Organisation account data primarily within the United Kingdom (UK) and the European Economic Area (EEA). Any transfers outside these areas will only occur in compliance with Data Protection Laws.

9. Confidentiality

9.1. Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law or permitted under these Terms (e.g., Fueld processing data as necessary to provide the Services).

9.2. This obligation shall survive the termination of these Terms.

10. Warranties and Disclaimers

10.1. Fueld warrants that it will provide the Portal and Services with reasonable skill and care.

10.2. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PORTAL AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." FUELD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.3. FUELD DOES NOT WARRANT THAT THE PORTAL OR APP WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE.

10.4. The Organisation warrants that it has the necessary rights and authorities to enter into this agreement and to manage its Clients as contemplated herein, and that its use of the Portal and any data accessed will comply with all applicable laws.

11. Limitation of Liability

11.1. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR:
a. DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE;
b. FRAUD OR FRAUDULENT MISREPRESENTATION; OR
c. ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

11.2. SUBJECT TO CLAUSE 11.1, FUELD'S TOTAL AGGREGATE LIABILITY TO THE ORGANISATION ARISING UNDER OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF:
a. £100 (ONE HUNDRED POUNDS STERLING); OR
b. THE TOTAL FEES PAID BY THE ORGANISATION TO FUELD UNDER THESE TERMS (IF ANY, UNDER A BILLING RELATIONSHIP) IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3. SUBJECT TO CLAUSE 11.1, FUELD SHALL NOT BE LIABLE TO THE ORGANISATION FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE LOSSES OR DAMAGES, NOR FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE.

11.4. Fueld shall not be liable for any issues arising from the Client's use of the App, the accuracy or completeness of Client Data, or the Client's decision to share or not share data with the Organisation.

12. Indemnification

12.1. The Organisation agrees to indemnify, defend, and hold harmless Fueld, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
a. The Organisation's breach of these Terms.
b. The Organisation's use of the Portal (other than as expressly permitted).
c. The Organisation's relationship with its Clients, including any services or advice provided.
d. The Organisation's processing of Client Data obtained via the sharing function.
e. Any claim brought by a Client against Fueld related to the Organisation's actions or omissions.

13. Term and Termination

13.1. These Terms commence on the date the Organisation first accesses the Portal and continue until terminated by either party.

13.2. The Organisation may terminate this agreement at any time by ceasing use of the Portal and notifying Fueld.

13.3. Fueld may suspend or terminate the Organisation's access to the Portal:
a. Immediately, if the Organisation breaches any material term of these Terms.
b. Immediately, if the Organisation becomes insolvent or enters administration/liquidation.
c. For convenience, with thirty (30) days' prior written notice.d. Immediately, if required by law or regulation.

13.4. Upon termination:
a. The Organisation's right to access and use the Portal ceases immediately.
b. Any outstanding Fees owed by the Organisation become immediately due and payable.
c. The Organisation's access to shared Client Data via the Portal will cease. Clients retain control of their data within the App according to the Fueld App Terms.
d. Clauses relating to Confidentiality, Intellectual Property, Data Protection, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution shall survive termination.

14. Governing Law and Dispute Resolution

14.1. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

14.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

15. Miscellaneous

15.1. Entire Agreement: These Terms (and any separate Billing Agreement, if applicable) constitute the entire agreement between Fueld and the Organisation regarding the use of the Portal and supersede all prior agreements and understandings.

15.2. Amendments: No amendment or variation of these Terms shall be effective unless it is in writing and signed by authorised representatives of both parties (or accepted by continued use after notification as per Clause 2.3).

15.3. Notices: Notices under these Terms shall be in writing and sent to the registered office address or primary email contact provided by each party.

15.4. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.5. Waiver: No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy.

15.6. Assignment: The Organisation may not assign or transfer its rights or obligations under these Terms without Fueld's prior written consent. Fueld may assign or transfer its rights and obligations under these Terms.

15.7. Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations due to events beyond its reasonable control (e.g., acts of God, war, pandemic, governmental action, network failures).

15.8. No Partnership: Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties.

Contact Information:

If you have any questions about these Terms, please contact Fueld AI Limited at: support@fueld.ai

2.1. By creating an account, accessing, or using the Portal, you represent that you have the authority to bind the Organisation to these Terms.

2.2. You agree to use the Portal and Services in compliance with these Terms and all applicable laws and regulations.

2.3. We may modify these Terms from time to time. We will notify you of significant changes (e.g., via email or a notification within the Portal). Your continued use of the Portal after such modifications constitutes your acceptance of the revised Terms.

6.1. The Portal supports the following models for Client App access fees:a. Client Pays: The Client pays Fueld directly for App access according to the standard pricing and terms presented in the App.b. Organisation Pays: The Organisation pays Fueld for the App access on behalf of its specified Clients.c. Organisation Discount: The Organisation offers a discount code or mechanism via the Portal, reducing the Fee payable by the Client, with the Organisation potentially covering the discounted amount via its arrangement with Fueld.

6.2. Billing Relationship Required: Models 6.1(b) and 6.1(c) require the Organisation to establish a formal Billing Relationship with Fueld. This may involve credit checks, agreement to specific payment terms, minimum commitments, and potentially a separate Billing Agreement. Fueld reserves the right to approve or deny an Organisation's eligibility for these models.

6.3. Payment Terms (where Org Pays/Discounts): If a Billing Relationship is established, the Organisation agrees to pay all applicable Fees as outlined in the Billing Relationship terms or separate invoice. Payments are due within the timeframe specified (e.g., 30 days from invoice date). Late payments may incur interest charges. All Fees are exclusive of VAT or other applicable taxes, which the Organisation shall pay.

6.4. Fueld reserves the right to change its Fees and payment models upon reasonable notice (e.g., 30 days).