Terms

T1Top claim, and the four parts below it

Claim T1. The obligations each side takes on are stated in one place, at a level of detail that lets either side check whether the other has met them.

Argument. We sell assurance. A set of terms that hides the allocation of risk inside undifferentiated prose would contradict the product. These terms are therefore written as an assurance case: each clause opens with the claim it is making about the bargain, gives the reasoning that justifies it, and points at the artefact — an order form, an invoice, a store receipt, a log — that would settle an argument about it.

Structure. Part A governs anyone reading tresonant.co. Part B governs organisations buying engagement work. Part C governs users of applications we publish through an app store. Part D applies to all three. Read the part that describes you, then Part D.

Evidence. The signed order or statement of work for an engagement; the store receipt for an application purchase; and this document at the version stated in T26.

T2Defined words

These words carry the meanings below wherever they appear capitalised.

Headings assist navigation and carry no meaning of their own. The word "including" never narrows what precedes it. A reference to legislation picks it up as amended or replaced. "Writing" covers email. A "working day" is any day that is not a weekend or a public holiday in Northern Ireland.

T3Who is contracting, and when acceptance happens

Claim T3. Each part of this document binds at an identifiable moment, and that moment is visible from the outside.

Argument. Part A binds when you load a page on this domain. Part B binds when an order or SOW is signed or accepted in writing, not when a proposal is sent and not when a conversation turns encouraging. Part C binds when you install or open an Application. Anyone accepting on behalf of an organisation warrants that they hold the authority to do so.

Evidence. Server records for Part A; the executed order for Part B; the store transaction and installation record for Part C.

T4A — Reading and using this website

Claim T4. The website is free to read and is offered on an as-available footing.

Argument. No account exists, no registration is possible, and nothing here is charged for. We would like the site to stay up and we take reasonable steps toward that, but a public website carries no uptime promise and this one gives none. We may revise, restructure, move or withdraw any page whenever we choose, and we may suspend the site for maintenance or under attack without prior notice.

What you must not do. Interfere with the site's operation or its security controls; attempt access to anything not deliberately published; introduce anything malicious; harvest content by automated means beyond ordinary search-engine indexing; place disproportionate load on the infrastructure; or use any part of the site to break the law. Doing any of these may be an offence under the Computer Misuse Act 1990, and we report accordingly.

Evidence. Edge and application records identify abusive traffic and support any report we make.

T5A — What the website material is, and is not

Claim T5. The pages here explain how we work; they are not advice you can act on unadvised, and they are not an offer capable of acceptance.

Argument. Descriptions of architecture, evaluation practice, governance posture and industry scenarios are written to inform a technical buyer. They are general by nature, they cannot account for your obligations, your regulator or your risk appetite, and they must not be treated as legal, regulatory, clinical or financial advice. No page here constitutes an offer that anyone could accept; a binding commitment arises only through T8.

Ownership. Text, diagrams, schematics, photography, code and the arrangement of the pages belong to us or to our licensors and are protected by copyright and database right. You may read the site, print or download a copy for your own assessment, and quote a short extract with attribution. Everything else — republication, systematic copying, commercial reuse, incorporation into a training corpus, framing, or automated extraction at scale — requires our written permission. Our name and marks are ours; third-party marks belong to their owners and appear only descriptively.

Links out. Where we link to somebody else's site we do not control it, do not endorse it by linking, and are not answerable for its content or its handling of your data.

Evidence. Authorship of the material sits with us; permission requests go to sales@tresonant.co.

T6A — The limit of what a website can be liable for

Claim T6. Reading a free public website transfers no risk to us beyond what the law refuses to let us exclude.

Argument. The site is supplied without warranty of accuracy, completeness or continuous availability, and to the fullest extent the law permits we accept no liability for loss arising from reliance on it, from its interruption, or from anything a linked site does. Where you buy Services or an Application, the liability position in T17 or T22 governs instead, and this clause falls away.

The floor nothing removes. Nothing written anywhere in these terms cuts down what we owe where our own negligence causes death or personal injury, where fraud or fraudulent misrepresentation is involved, or where the law simply forbids the limitation.

T7B — What the engagement work consists of

Claim T7. An engagement produces specified behaviour, evidence that the specification held, and documentation a reviewer can follow.

Argument. Three disciplines make up the offer. Reliability engineering designs a deterministic pipeline around a probabilistic model — constrained outputs, typed interfaces, fallback routes and failure budgets. Evaluation and guardrails turns your policies and edge cases into a behavioural test suite, run before and after every change, with runtime enforcement that holds the boundary and evidence that it held. Regulated deployment maps controls to your obligations, designs the audit trail, sets the residency pattern and produces documentation your assessors can read.

The exact scope, method, milestones, personnel, assumptions and acceptance criteria for any piece of work live in its SOW. Where an assumption in the SOW proves wrong, we say so at the time and agree the consequence rather than absorbing it silently.

Evidence. The SOW; the evaluation results at each gate; the documentation pack issued at closure.

T8B — How an engagement forms; order of precedence

Claim T8. One document set governs, and when its parts disagree the winner is decided in advance rather than argued about later.

Argument. A proposal is an invitation to deal; a contract exists when both sides sign or accept an order or SOW in writing. Your purchase order may carry a number and a cost centre, and we will quote it, but any printed conditions on the back of it have no effect unless a director of ours has agreed to them in writing.

Precedence, highest first: the processing schedule, on anything concerning personal data; the signed order or SOW, on scope, price and dates; any agreed annex; then these terms. A clause displaced for one engagement stays in force for every other.

Changes. Either side may propose a change. It takes effect when both sides record it in writing, including its effect on price and timetable. Work does not begin on an unrecorded change.

Evidence. The executed order and any signed change record.

T9B — What the client has to supply

Claim T9. Our timetable depends on inputs only you can provide, and the consequence of late inputs is stated rather than discovered.

Argument. You will give us timely access to the people, systems, environments, credentials and documentation the SOW identifies; a named decision-maker who can settle questions within the agreed response time; accurate information about the regulatory frame the system sits in; and lawful authority for anything you ask us to touch. You warrant that you hold the rights and the lawful basis for any material you route to us, and that our doing what you instruct will not breach a licence or duty you owe somebody else.

Where a dependency arrives late or an environment is unavailable, dates move by at least the equivalent period and any resulting standing cost is chargeable. We will flag the exposure when it appears rather than at the end.

Evidence. The dependency list in the SOW; the dated log of access requests and grants.

T10B — Purposes an engagement will not serve

Claim T10. Some uses are refused whatever the fee, and refusing them late is worse than naming them now.

Argument. We will not build, tune or knowingly assist a system whose purpose is to: generate material that is unlawful, or that is designed to deceive a person about whether they are dealing with a machine where that deception matters to their decision; conduct covert surveillance of individuals, or biometric identification without a lawful footing; produce or refine a weapon, or materially assist an attack on infrastructure or on another party's systems; discriminate against people on a protected characteristic; or issue a legally or similarly significant automated decision about a person with no meaningful human involvement, as described at C11 of our Privacy Policy.

You will not use anything we deliver for those purposes either, nor represent our involvement as approval of a use we were never shown. Where we discover such a use, we may suspend under T15 and, if it is not corrected, end the engagement.

Evidence. The stated purpose recorded in the SOW, against which any later use is measured.

T11B — Ownership of what we make and what we brought

Claim T11. You own the specific thing built for you; we keep the general apparatus we arrived with.

Argument. On payment of the sums due for the relevant milestone, the Output passes to you, together with the right to use, modify and extend it inside your organisation and to have contractors do so on your behalf. Pre-existing IP stays with whoever brought it, and where the Output embeds any of ours you receive a perpetual, non-exclusive, royalty-free licence to use that embedded element for the purpose the Output serves. Nothing here transfers our methods, harnesses, libraries or know-how, and we remain free to serve other clients — including in your sector — using generalised skill and experience that carries none of your Confidential Material.

Third-party components. Where an Output includes open-source or licensed third-party material, its own licence governs that component and we identify it in the delivery documentation.

Attribution. We name no client publicly without written permission for that specific use.

Evidence. The delivery documentation and its component inventory.

T12B — Confidence, and how long it lasts

Claim T12. Each side protects what the other discloses, and the duty outlives the engagement.

Argument. Confidential Material may be used only for the engagement, disclosed only to people who need it and are themselves bound, and protected with at least the care each side applies to its own secrets. The duty does not reach anything already public otherwise than through a breach, anything already lawfully held, anything independently developed without reference to the disclosure, or anything a court or regulator compels — and where compulsion arrives we tell the other side first if we lawfully may.

The obligation runs for five years after the engagement ends, and without limit of time for personal data, trade secrets, and security-sensitive material such as credentials, vulnerability detail and architecture that would help an attacker. On request at closure, each side returns or destroys what it holds, subject to archival copies the law requires and to the retention line at C16 of our Privacy Policy.

Evidence. The access log for the engagement environment; the destruction confirmation issued at closure.

T13B — The data protection interface

Claim T13. Where personal data enters an engagement, the client decides and we execute, under written processing terms.

Argument. The client is controller of personal data inside their own systems; we are processor for anything we handle on their instruction. The processing schedule of the Engagement Contract carries the Article 28(3) obligations and governs the detail: subject matter, duration, nature, purpose, categories of data and of individuals, security measures, further processors, assistance with individual entitlements and with breach duties, and the deletion or return step at the end. That schedule prevails over anything in these terms and over our published Privacy Policy as between us and that client.

Our working preference, recorded in the SOW, is to avoid live personal data entirely and to test against synthetic or masked material. Where real records are unavoidable, we ask for the smallest sufficient extract.

Evidence. The executed processing schedule and the scoping note recording the data decision.

T14B — Fees, invoicing and unpaid sums

Claim T14. Price, rhythm and the consequence of non-payment are fixed before work starts.

Argument. Fees, the charging model — fixed price, capped time and materials, or a retained monthly commitment — and the invoicing rhythm are set in the SOW. Quoted figures exclude VAT, which is added where due. Reasonable pre-agreed expenses are recharged at cost with receipts. Invoices fall due 30 days from date unless the SOW says otherwise, and are paid without set-off or deduction.

Where an invoice passes its due date we may charge statutory interest on the overdue amount for the period it remains unpaid, and after written notice we may suspend work until the account is clear, having first given you a fair chance to fix it. Withholding payment is not a substitute for disputing an invoice: raise a genuine dispute in writing within 15 days of the invoice and pay the undisputed remainder while we resolve the rest.

Evidence. The SOW pricing schedule; the invoice; the dated dispute notice if one exists.

T15B — Duration, suspension and exit

Claim T15. Either side can leave, and leaving is orderly rather than abrupt.

Argument. An engagement runs for the term in its SOW. Where the arrangement is a rolling retainer, either side may end it on 30 days written notice. Either side may end it at once where the other is in material breach and has failed to put it right inside 30 days of being told in writing, or where the other becomes insolvent or has an administrator or receiver appointed. We may suspend rather than terminate where continuing would put us in breach of law, of a regulator's requirement, or of T10.

On exit you pay for everything delivered and for work part-completed to the date of exit; we hand over the Output produced to that point together with the documentation needed to use it; each side deals with Confidential Material as T12 requires; and we complete the deletion or return step in the processing schedule. Clauses that plainly must survive — confidence, ownership, liability, governing law — do survive.

Evidence. The notice itself; the closure statement listing what was delivered and what was destroyed.

T16B — Warranties, and the honest limit of verification

Claim T16. We warrant the quality of our work; we do not warrant that a probabilistic system will never surprise you.

Argument. We warrant that Services are performed with the reasonable care and skill of a competent specialist in this field, by people with the experience the SOW describes; that the Output will conform in material respects to the SOW for 90 days after delivery; and that to our knowledge the Output does not infringe a third party's intellectual property. Where the conformity warranty is breached and you tell us within that window, we re-perform or correct the affected work at our cost, and that is your remedy for that breach.

What no engineering can promise. Systems built on machine learning are statistical. Guardrails narrow the space of possible behaviour and evaluation demonstrates behaviour across the cases tested; neither can prove the absence of every unwanted output, and anyone selling you that proof is selling something else. Model providers change models, deprecate versions and alter behaviour on their own timetable. Evaluation results describe the suite that was run, at the version that was tested, on the data that was used. We therefore do not warrant that any AI system will be free of error, that outputs will be accurate or fit for a purpose we were not told about, that a specific regulator or auditor will accept a given design, or that a third-party model or platform will remain available or unchanged.

Where responsibility sits. The decision to deploy, and the acceptance of residual risk, belongs to you as the operator. We supply the evidence for that decision; we do not take it for you.

Evidence. The evaluation report accompanying delivery states the suite, the version tested and the coverage claimed.

T17B — Liability: cap, exclusions and the floor beneath both

Claim T17. Exposure is capped at a figure proportionate to the fee, with named exclusions above it and a statutory floor below it.

Argument. Subject to the floor set out below, our total liability arising from or connected to an Engagement Contract, on any footing — contract, negligence, statutory duty, misrepresentation or otherwise — is capped at the greater of the fees paid and payable under that Engagement Contract in the 12 months preceding the event, or £25,000.

Excluded in any event: loss of profit, revenue, anticipated saving, business, contract, goodwill or reputation; loss or corruption of data, other than the cost of restoring it from a backup you were keeping in the ordinary course; regulatory fines imposed on you, except where they follow directly from our own breach of the processing schedule; the cost of an opportunity you did not take; and any indirect or consequential loss however it arises.

The floor. The cap and the exclusions above stop short of anything the law protects: our own negligence causing death or personal injury, fraud or fraudulent misrepresentation, the obligation to pay sums due, and any liability a statute puts beyond restriction.

Why a cap at all. The fee for an engagement is set on the footing that catastrophic operational risk stays with the operator who owns the system and its revenue. A different allocation is negotiable, and the price changes with it.

Evidence. The fee record for the 12 months in question establishes the cap figure.

T18B — Indemnity

Claim T18. Each side carries the consequences of the thing it controls.

Argument. You indemnify us against claims, losses and reasonable costs arising from material you supplied that you had no right to supply; from your use of an Output for a purpose outside the SOW or contrary to T10; and from your operation of a deployed system where the loss is not caused by our breach. We indemnify you against a third-party claim that an Output as delivered infringes their intellectual property, provided you tell us promptly, let us control the defence, and do not settle without us; and where such a claim lands we may modify the Output, secure the right to continue, or refund the fee for the affected element.

Evidence. The claim notice, the SOW scope, and the delivery record.

T19B — Staff, subcontractors and assignment

Claim T19. You know who is doing the work, and the contract cannot be handed to a stranger.

Argument. We may use subcontractors, and where one will touch personal data or a client environment we obtain your prior written authorisation; we remain answerable for their acts as for our own. Our people are not your employees and neither side may solicit the other's staff who worked on the engagement, for 12 months after it ends, save through open public advertising. Neither side may assign or transfer the contract without the other's written consent, except that either may assign to a successor of the whole business on written notice.

Evidence. The authorisation record for any subcontractor engaged.

T20C — Applications: licence, accounts and eligibility

Claim T20. An Application is licensed, not sold, and the licence has stated edges.

Argument. On acceptance of these terms you receive a personal, revocable, non-transferable, non-exclusive licence to install and run the Application on any device you own or otherwise control, for your own use or the internal business use of the organisation that supplied your seat. You must not copy it beyond ordinary backup, rent or resell access, reverse engineer or decompile it except where the law expressly permits, remove ownership notices, circumvent a licence or security control, or use it to build a competing product.

Accounts. Where an Application requires an account, you must be 18 or over, must keep your credentials to yourself, are responsible for what happens under your account, and must tell us at sales@tresonant.co promptly if you suspect somebody else has got in. Account deletion works as described at C21 of our Privacy Policy.

Your content. Configurations, notes, annotations and rules you create remain yours. You grant us only the licence needed to host, process, back up and display that content so the Application can function, and that licence ends when the content is deleted, subject to backup cycles.

Evidence. The store receipt and the in-application account settings.

T21C — Billing, cancellation and consumer entitlements

Claim T21. Money flows through the store, and statutory consumer entitlements survive everything written here.

Argument. Where an Application is paid or carries a subscription, the Store takes the payment on its own terms, holds the payment relationship and issues the receipt. A subscription renews for successive periods at the then-current price until cancelled, and cancellation is done in the Store account rather than with us — cancel before the renewal date, since a period already begun runs to its end. Price changes take effect only from a following period and only after the Store has notified you as its rules require.

Refunds and cooling-off. Refunds are administered by the Store under its published policy; where you bought through a Store, ask the Store first. If you are a consumer in the UK, a distance contract for digital content ordinarily carries a 14-day cancellation right, which you lose once downloading or streaming has begun with your agreement and your acknowledgement that the right is lost. Whatever these terms say, the Consumer Rights Act 2015 entitles you to digital content of satisfactory quality, matching its description, and reasonably fit for a purpose you made known; nothing here removes that, nor any other right the law gives a consumer.

Evidence. The Store receipt and the Store's own cancellation and refund records.

T22C — Terms the app stores require

Claim T22. The store you downloaded from is not a party to this agreement and is not answerable for the Application.

Argument. Where an Application came from Apple, the bargain is ours and yours alone; Apple is outside it and owes you nothing under it. Support and maintenance fall to us. Should the software fall short of a warranty that applies to it, you may notify Apple, and Apple may refund what you paid — its obligation stops at that refund. Every claim about the Application is ours to answer rather than Apple's, whether it concerns product liability, a failure to meet some legal requirement, consumer protection, privacy, or another party's intellectual property. By installing, you confirm two things about yourself: that your location is not a territory under United States embargo, and that no prohibited-party list maintained by the United States government names you. Apple, together with its subsidiaries, may enforce this clause as a beneficiary of it.

Where you obtained it from Google Play, the Google Play terms of service govern that distribution, and Google is likewise not a party to this agreement and bears no responsibility for the Application.

Application liability. Where you are a consumer, our liability for an Application is limited to loss that was reasonably foreseeable when you installed it, and we are not answerable for loss arising from use in a business. Where you are a business user, T17 applies. The floor described at T6 applies to everyone.

T23D — Events outside control, and formal notices

Claim T23. Neither side is in breach for failing to do the impossible, and formal messages have a defined destination.

Argument. Where performance is prevented by something genuinely outside a party's reasonable control — an act of state, armed conflict, civil emergency, epidemic, industrial action beyond that party's own workforce, failure of public utilities or telecommunications, or the failure of a major cloud or model platform — that party's obligations are suspended for the duration, it tells the other promptly, and it works to resume. Where the obstruction runs beyond 60 days, either side may end the affected engagement without further liability except for sums already earned. Inability to pay is never such an event.

Notices. Formal notice under these terms is given in writing to sales@tresonant.co, or on paper, addressed to whichever registered office Companies House shows against company number NI739783, that being where documents may validly be served on us. We give notice to the address on your order. Email notice takes effect on the next working day after transmission unless a delivery failure is received; posted notice takes effect two working days after posting.

T24D — General provisions

Claim T24. The mechanical clauses are set out rather than assumed.

• Whole agreement. The Engagement Contract holds everything agreed and replaces earlier discussion on the same subject. Neither side has relied on any statement outside it, though nothing excludes liability for fraudulent misrepresentation.
• No waiver. Tolerating a breach once does not surrender the right to act on it later, and no waiver counts unless it is written.
• Severance. If a provision proves unenforceable it is read down to the least extent needed, or struck out; the rest continues.
• No partnership. Nothing here creates a partnership, joint venture or employment relationship, and neither side may bind the other.
• Outsiders. Except for the store beneficiaries named at T22, somebody who is not a party acquires no entitlement to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.
• Counterparts. An order may be signed in parts, including electronically, and the parts together make one agreement.
• Amendment. These terms may be revised, and the revision applies to a new engagement or to continued use of the site or an Application. An existing Engagement Contract is amended only by written agreement between the parties.

T25D — Complaints, governing law and jurisdiction

Claim T25. A dispute has a first step that does not involve lawyers, and a forum if it does.

Argument. Write to sales@tresonant.co with what happened and what outcome you want; a director takes it, and we will tell you our position and what we intend to do about it. Where a commercial dispute survives that, senior representatives of each side meet — in person or by video — before proceedings are issued, unless urgent injunctive relief is needed. Mediation is available by agreement and neither side is obliged to accept it.

The law of Northern Ireland applies to these terms and to anything arising out of them, and its courts hold exclusive jurisdiction. A consumer living elsewhere in the United Kingdom keeps whatever protection their own local law confers, and may sue in their local courts.

T26Document control and contact

Questions about these terms, requests for permission to reuse website material, and formal notices all go to sales@tresonant.co. Post reaches us at the registered office recorded against company number NI739783.