Terms of Service

Last updated: 4 September 2025

1. Introduction

Welcome to Struan Surge, a service provided by Struan.ai Ltd ("Struan.ai", "we", or "us"). These Terms of Service ("Terms") govern your access to and use of our website, assessment tools, and managed AI employee services (collectively, the "Service"). By using or signing up for the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not agree with these Terms, you must not use the Service.

2. The Service

Struan Surge provides managed artificial intelligence assistants ("AI Surge employees") for business functions such as marketing, support, finance, sales, executive assistance, and operations. The Service includes initial onboarding and configuration of each AI Surge role, ongoing managed support (our "SurgeCare" standard service), and optional enhanced support through a Priority SLA if purchased.

Assessment Tools and Calculators

We provide cost savings calculators and other assessment tools ("Assessment Tools") to help you evaluate automation potential. These tools:

  • Provide estimates and recommendations based on information you provide.
  • Are for evaluation purposes only and do not constitute professional advice or guaranteed outcomes.
  • May be updated or modified at any time.

Scope of Service

  • We deploy and operate the AI Surge roles according to the agreed scope.
  • Onboarding covers integrations, templates, workflows, and safeguards.
  • After onboarding, each role runs on a rolling monthly subscription.
  • We provide monitoring, updates, and periodic performance reports as part of SurgeCare.

Not Included

  • Work outside the agreed role scope or custom development beyond standard configuration.
  • Professional advice. You must review outputs and make your own decisions.
  • Guaranteed results or outcomes, including those suggested by Assessment Tools.

3. Account Registration and Access

You may need to register an account or provide information to access the Service. You agree to provide accurate and complete information and to keep it updated. You are responsible for keeping credentials confidential and for all activities under your account. Notify us immediately of any unauthorised use or breach. You confirm you use the Service for business purposes and that you are at least 18 years old.

Assessment Tool Submissions

When using Assessment Tools, you represent and warrant that:

  • You have authority to share any business information submitted.
  • Information provided is accurate to the best of your knowledge.
  • You will not include unnecessary personal data about individuals.
  • You understand we retain and analyse submissions as described in our Privacy Policy.
  • You accept that estimates and recommendations are indicative only.

4. Fees and Payment

Onboarding fees

  • One-time fee per AI Surge role. Amount agreed before work starts.

Subscription fees

  • Monthly fees per active role. Billed in advance. Prices exclude taxes.

Third-party costs

  • Some features rely on third-party products or APIs. Costs may be passed through at cost or you provide your own licences/keys. We will tell you in advance.

Payment terms

  • If invoiced, payment due within 14 days.
  • Late payments may incur interest at 4% per annum above Bank of England base rate.
  • We may suspend or terminate for non-payment.

5. Term and Termination

Term

  • Monthly rolling per role, unless a longer minimum term is agreed in writing.

Termination by you

  • Give 30 days' notice before the end of the current month for a role. No pro-rated refunds within a billing period.

Termination by us

  • 30 days' notice at month end; or immediate for material breach not cured within 14 days, insolvency, legal requirement, or security risk.

Effect of termination

  • Access ends. We return or delete data per the Privacy Policy and any DPA. Fees due up to termination remain payable.
  • Assessment Tool data may be retained as described in our Privacy Policy.

6. Acceptable Use and User Obligations

You agree to use the Service lawfully and to avoid:

  • Illegal, harmful, defamatory, or rights-infringing content or use.
  • Providing data without authority or required consents.
  • Submitting false or misleading information to Assessment Tools.
  • Security probing, reverse engineering, or bypassing controls.
  • Sending spam or abusive communications.
  • Using Assessment Tools for competitive analysis or to develop competing services.

We may monitor usage for security and compliance and may suspend where needed.

7. Intellectual Property Rights

Our IP

  • We retain all rights in the Service, software, models, templates, documentation, Assessment Tools, methodologies, and brand.

Your data and outputs

  • You keep all rights in your data. You grant us a limited licence to process it to provide the Service and as described in our Privacy Policy.
  • You may use the outputs for your internal business purposes without further payment.
  • Assessment Tool outputs are provided for your evaluation use only and may not be redistributed or resold.

Feedback

  • You grant us a right to use feedback to improve our services.

8. Confidentiality

Both parties will protect each other's Confidential Information, use it only to perform under these Terms, and not disclose it to third parties except to personnel and providers who need to know and are bound by confidentiality. Legal disclosures are permitted with notice where lawful.

9. Data Protection and Privacy

We handle personal data under our Privacy Policy. If we process personal data on your behalf, our Data Processing Agreement (DPA) applies and is available on request.

Data residency

  • Default storage and processing in the UK.
  • Some trusted tools operate from data centres outside the UK. We will apply safeguards such as the UK Addendum to EU SCCs and transfer risk assessments.

Sub-processors

  • We use reputable sub-processors to deliver the Service. A current list is available on request. We will inform you of material changes as required by the DPA.

10. Service Levels and Support

We provide standard support with monitoring, updates, and reasonable efforts to maintain availability. If you purchase Priority SLA, enhanced targets and remedies apply. Details are available on request. Without a Priority SLA, targets we share are informational only.

11. Disclaimers

The Service is provided "AS IS" and "AS AVAILABLE". We disclaim implied warranties of merchantability, fitness for purpose, and non-infringement.

AI outputs

  • AI can be wrong or incomplete. Review outputs before relying on them. We do not warrant accuracy or suitability of any output.

Assessment Tools

  • Calculations and recommendations are estimates based on typical scenarios and the information you provide.
  • Actual results will vary based on implementation, business context, and other factors.
  • Do not make business decisions solely based on Assessment Tool outputs.

12. Limitation of Liability

No indirect damages

  • Neither party is liable for indirect or consequential losses, or loss of profits, revenue, data, business, or goodwill.

Cap

  • Our total aggregate liability is limited to the fees you paid in the 12 months before the event or £10,000, whichever is lower.
  • If you paid no fees, our cap is £100.

Carve-outs

  • Nothing limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be limited by law.

13. Indemnity

You will indemnify us against third-party claims arising from: your breach of law or these Terms; your content or data; or your misuse of the Service or Assessment Tools.

14. Publicity

We will only use your name or logo with your prior written consent, on a case-by-case basis. Consent can be withdrawn at any time.

15. Changes to these Terms

We may update these Terms. We will post the new version and update the date above. Material changes will be notified in advance. Continued use means acceptance. If you do not agree, stop using the Service.

16. Governing Law and Jurisdiction

These Terms and any dispute are governed by the laws of Scotland. The courts of Scotland have exclusive jurisdiction.

17. Miscellaneous

Entire agreement

  • These Terms, any Order, the DPA, and any SLA form the entire agreement.

Assignment

  • You need our consent to assign. We may assign to an affiliate or in connection with corporate transactions.

No waiver; severability

  • No waiver unless in writing. If a term is invalid, the rest stays in force.

Relationship

  • We are independent contractors.

Notices

  • Struan.ai Ltd, 15 Blairbeth Drive, Glasgow, G44 4RU, United Kingdom
  • Email for legal notices: [email protected]

Questions