Terms of Service

1. The agreement

These terms form a binding agreement between Minetta Capital Partners Ltd, a company registered in England and Wales under number 14102287 ("ReplyAid", "we", "us"), and the person or organisation opening an account ("you").

By creating an account or using the service, you accept these terms, our Acceptable Use Policy and our Privacy Policy. All three form one agreement. If you are accepting on behalf of a company, you confirm you have authority to bind it.

2. Definitions

• Service — the ReplyAid platform, website, API and any related support.
• Account — your registered access to the service.
• Subscriber Data — the contact records, custom fields, consent records and engagement data you upload or generate.
• Content — the campaigns, templates, images and copy you create or upload.
• Plan — the subscription tier you have selected, and the sending allowance attached to it.

3. The service

ReplyAid lets you manage a list of subscribers, create emails, and send them. We provide the service on a subscription basis, and we will use reasonable skill and care in doing so.

The service is currently offered on an early access basis. Features may change, be added, or be withdrawn while we develop it. We will not remove a feature you rely on without reasonable notice, and we will not reduce a paid plan mid-term without offering you a refund of the unused portion.

We aim for high availability but do not commit to a specific uptime figure unless we have agreed one with you in writing. Planned maintenance will be announced in advance where practical.

4. Your account

• You must give accurate registration details and keep them current.
• You are responsible for everything done under your account, including by your team members.
• Keep your credentials secure. Tell us at once if you think someone else has access.
• You must be at least 18 and able to enter a contract.
• We may verify your identity, your business, and the source of your subscriber lists before enabling sending, and at any point afterwards.

5. Your content and your lists

Your Content and Subscriber Data remain yours. We claim no ownership of them.

You grant us a limited licence to host, process, transmit and display them, purely so we can operate the service for you. That licence ends when you delete the data or close your account.

You are responsible for your lists. You warrant that every person you email through ReplyAid has consented as described in the Acceptable Use Policy, that you can evidence that consent, and that your use of their data complies with UK GDPR, PECR and any other law that applies to you or your recipients.

You can export your Subscriber Data at any time, on any plan, in a standard format, at no charge.

6. Acceptable use

The Acceptable Use Policy is part of this agreement and sets out what you may and may not send. Breaching it is a breach of these terms and may result in immediate suspension.

ReplyAid sends through Amazon Web Services. You must also comply with the AWS Acceptable Use Policy, and we may act on any requirement AWS imposes on us.

7. Fees and billing

• Fees are those shown on our pricing page for your Plan, or as separately agreed in writing.
• Prices are in pounds sterling and exclude VAT, which is added where applicable.
• Subscriptions are billed in advance, monthly or annually, and renew automatically until cancelled.
• Each Plan includes a monthly sending allowance. We will notify you at 80% and 100% of it. Sending pauses at the allowance rather than continuing and billing you for the overage — you choose whether to add capacity.
• Additional capacity is charged at the rate published on the pricing page.
• Payments are taken by our payment provider. If a payment fails we will retry and email you; if it remains unpaid after 14 days we may suspend the account.
• You can cancel at any time from your account. Cancellation takes effect at the end of the current billing period. We do not refund part-used periods except where these terms say otherwise.
• We may change our prices with 30 days' notice by email. The new price applies from your next renewal, and you may cancel before it takes effect.

8. Deliverability

We authenticate your sending domain, manage sending reputation, and handle bounces and complaints automatically. What we cannot do is guarantee that any particular email reaches any particular inbox.

Inbox placement is decided by the receiving mail provider, based on factors including your content, your list quality, your sending history and your recipients' behaviour. We give no warranty as to delivery rates, open rates, or placement, and we are not liable for messages that are filtered, delayed or rejected.

We may impose sending limits, throttle a campaign, or require a warm-up schedule where necessary to protect the sending reputation of the platform.

9. Suspension and termination

We may suspend or terminate your account, with or without notice depending on the seriousness, if you breach these terms or the Acceptable Use Policy, if your sending metrics exceed the thresholds published in that policy, if payment remains outstanding, if we are required to by law or by a supplier, or if we reasonably believe your use puts our infrastructure or other customers at risk.

Where the breach is capable of being fixed and is not serious, we will tell you what is wrong and give you a reasonable opportunity to fix it before suspending.

You may terminate at any time by cancelling in your account or emailing us.

On termination: your right to use the service stops immediately; you can export your data for 30 days; after that we delete it in line with the retention periods in the Privacy Policy. Suppression records are retained, because they exist to protect people who unsubscribed.

We may withdraw the service entirely on 90 days' notice, refunding any prepaid unused fees.

10. Data protection

Where we process Subscriber Data on your behalf, you are the controller and we are the processor under UK GDPR. Our Data Processing Agreement, available on request from legal@replyaid.com, sets out the required terms and is incorporated into this agreement.

As controller you are responsible for having a lawful basis for the data you upload, for giving your subscribers the privacy information they are entitled to, and for handling their rights requests. We will assist you with those requests as the DPA requires.

We process personal data only on your documented instructions, keep it confidential, apply appropriate security measures, and will notify you without undue delay if we become aware of a personal data breach affecting it.

11. Intellectual property

We own the service, the software, the ReplyAid name and everything else we have created. Nothing here transfers any of it to you. You get a non-exclusive, non-transferable right to use the service while your subscription is active.

If you send us feedback or feature suggestions, we may use them without obligation or payment. We will not identify you as the source without asking.

12. Confidentiality

Each of us may learn confidential information about the other. Neither will disclose it to anyone else, except to staff and advisers who need it and are under equivalent obligations, or where disclosure is required by law. This obligation survives termination by three years.

13. Warranties and disclaimers

We warrant that we will provide the service with reasonable skill and care, and that we have the right to grant the rights we grant here.

Beyond that, and to the fullest extent the law allows, the service is provided as is. We exclude all other warranties, conditions and terms implied by statute or common law, including any implied warranty of satisfactory quality or fitness for a particular purpose. We do not warrant that the service will be uninterrupted or error free, or that it will produce any particular commercial result.

14. Liability

Nothing in this agreement limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, and to the fullest extent permitted by law:

• Neither party is liable for loss of profit, loss of business, loss of goodwill, loss of anticipated savings, or any indirect or consequential loss.
• We are not liable for loss or corruption of data, except where it results from our failure to apply the security measures described in the DPA. You are responsible for keeping your own export of your Subscriber Data.
• We are not liable for the deliverability outcomes described in clause 8, or for the acts of the mail providers who receive your email.
• Our total liability arising out of or in connection with this agreement, whether in contract, tort, breach of statutory duty or otherwise, is limited to the total fees you paid us in the 12 months before the event giving rise to the claim, or £500, whichever is greater.

15. Indemnity

You will indemnify us against any claim, fine, loss or cost (including reasonable legal fees) arising from your Content, your Subscriber Data, your breach of the Acceptable Use Policy, or your failure to obtain valid consent from the people you email.

This includes any action taken against us by a regulator, a mail provider, or a supplier such as AWS as a result of your sending.

16. Changes to these terms

We may update these terms. We will post the new version here with a new version number, and email account holders at least 30 days before material changes take effect. Continuing to use the service after that date means you accept them. If you do not, cancel before they take effect and we will refund any prepaid unused period.

17. General

• Entire agreement. These terms, the Acceptable Use Policy, the Privacy Policy and the DPA are the whole agreement, and replace anything said or written before.
• Assignment. You may not assign this agreement without our consent. We may assign it to a group company or in connection with a sale of the business.
• Subcontracting. We may use sub-processors as set out in the Privacy Policy, and remain responsible for their acts.
• Severability. If any provision is found unenforceable, the rest stays in force.
• Waiver. Not enforcing a term once does not waive the right to enforce it later.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages at AWS or other infrastructure suppliers.
• Third parties. No one other than you and us has any right to enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
• Notices. We will contact you at the email address on your account. You can reach us at hello@replyaid.com.

18. Governing law and jurisdiction

This agreement and any dispute arising from it, including non-contractual disputes, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Before starting proceedings, we both agree to try to resolve the dispute by discussion in good faith for at least 30 days.