Terms of Service

Last Updated: Sep 2025

Terms of Service

between

Pragmatic Builders Ltd
(“Provider”)

and

User
(the company or person signing up to use the Service)

Agreed terms

1. Term

This agreement commences when the User signs up for the Service and continues until the User terminates their account, or until the account is otherwise terminated in accordance with clause 12. The term of the agreement is the “Term”.

2. Use of the Service

2.1 Licence. Subject to the User signing up to the Service, the restrictions in this clause 2 and the other terms of this agreement, Provider grants the User a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Service and the Documentation during the Term.

2.2 Acceptable use. The User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Service that:

  • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive

  • facilitates illegal activity

  • depicts sexually explicit images

  • promotes unlawful violence

  • is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability

  • is otherwise illegal or causes damage or injury to any person or property
    and Provider reserves the right, without liability or prejudice to its other rights, to disable the User’s access to any material that breaches this clause.

2.3 Prohibited acts. The User shall not:

  • except as may be allowed by applicable law that cannot be excluded and except as expressly permitted under this agreement:

    • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Software or Documentation in any form or media or by any means

    • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software

  • access all or any part of the Service or Documentation in order to build a product or service which competes with the Service or Documentation

  • use the Service or Documentation to provide services to third parties

  • license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Service or Documentation, or otherwise make them available to any third party, except as expressly permitted

  • attempt to obtain, or assist third parties in obtaining, access to the Service or Documentation other than as provided under this agreement

  • introduce or permit the introduction of any Virus or Vulnerability into Provider’s systems

2.4 Fair use limits. Provider may throttle or suspend automated sending that materially threatens deliverability or stability. Inbound volumes are not capped but are subject to reasonable technical limits.

2.5 Security and misuse. The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service or Documentation and, in the event of any such unauthorised access or use, promptly notify Provider.

2.6 Recording features and consent. If the User enables any recording features, the User is solely responsible for providing any legally required notices and obtaining all required consents from participants before recording. If any participant does not consent, the recording feature must not be used.

3. Service

3.1 Availability. Provider shall, during the Term, provide the Service and make the Documentation available to the User on and subject to this agreement. Provider shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance during Normal Business Hours and unscheduled maintenance outside Normal Business Hours.

3.2 Support. Provider will provide standard support during Normal Business Hours in accordance with its support policy as updated from time to time. Support is available at https://www.heyjamie.ai/.

3.3 SLA and remedy. Provider will use commercially reasonable efforts to provide the Service without excessive errors or interruptions. If Provider fails to meet this commitment in two consecutive months, or in more than three months in any rolling twelve month period, the User may terminate on written notice and receive a prorated refund of prepaid fees for the remainder of the current Subscription Period. Scheduled maintenance and issues caused by the User’s systems or third-party providers are excluded.

4. Data protection and AI use

4.1 Compliance. Each party shall comply with applicable Data Protection Laws and the Data Processing Agreement at Schedule 1, which forms part of this agreement.

4.2 Usage Data. The User consents to Provider storing and accessing information on the User’s terminal equipment for the purpose of gathering information relating to the provision, use and performance of the Service (“Usage Data”).

4.3 Use of Usage Data. During and after the Term, Provider may:

  • use Usage Data to operate, safeguard, improve and develop the Service

  • use Usage Data on an aggregated and anonymised basis to train and evaluate Provider’s models that are specific to the Service and for related data processes

  • disclose Usage Data to others in aggregated and anonymised form where reasonably necessary for Provider’s business of providing the Service

4.4 Language model providers. Provider uses third-party large language model providers to enable AI features in the Service. Provider may process User Data and User Content with such providers only as necessary to deliver the Service, subject to confidentiality and security obligations. Neither Provider nor its model providers use User Data or User Content to train foundation models for the benefit of other customers.

5. Provider’s obligations

5.1 Provider undertakes that the Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.

5.2 Provider does not warrant that:

  • the User’s use of the Service will be uninterrupted or error-free

  • the Service, Documentation or information obtained through the Service will meet the User’s requirements

  • the Software or Service will be free from Vulnerabilities or Viruses

5.3 Provider is not responsible for delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The User acknowledges that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.4 Provider shall maintain the licences, consents and permissions necessary to perform its obligations under this agreement.

5.5 Back-ups. Provider shall follow its archiving procedures for User Data as set out in its back-up policy as updated from time to time. In the event of any loss or damage to User Data, the User’s sole remedy shall be for Provider to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up. Provider shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party except sub-contractors engaged by Provider to perform Service related to User Data maintenance and back-up.

6. User’s obligations

The User:

  • shall provide Provider with all necessary cooperation and information required to provide the Service, including User Data, security access information and configuration

  • hereby consents to Provider providing such User Data and User Content as may be recorded or transmitted using the Service, gathered from User’s communications with Provider, or otherwise collected or processed by Provider during provision of the Service, to Language Model Providers or other sub-processors solely as necessary to provide the Service and subject to termination by written notice

  • without affecting its other obligations, shall comply with all applicable laws and regulations with respect to its activities under this agreement

  • shall carry out all User responsibilities in a timely and efficient manner

  • shall use the Service and Documentation only in accordance with this agreement

  • has obtained and shall maintain all necessary licences, consents and permissions for Provider and its contractors and agents (including Language Model Providers) to perform their obligations under this agreement

  • has ensured and shall ensure that its network and systems comply with the specifications provided by Provider from time to time

  • has obtained the required consent of every meeting participant to record each call before recording begins and obtained any other legally required consents

  • shall not use recording features if any participant does not consent

  • is solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Provider’s systems and for all problems, conditions, delays, delivery failures and other loss or damage arising from or relating to those connections or the internet

  • is solely responsible for compliance with recording laws and acknowledges that laws regarding notice and consent for recorded conversations vary by location

6.1 Ownership of User Data. The User shall own all right, title and interest in and to all User Data that is not personal data and is solely responsible for the legality, reliability, integrity, accuracy and quality of such User Data.

6.2 Feedback. Subject to applicable law, the User acknowledges that Provider owns all right, title and interest in any suggestions, ideas, feedback, recommendations or other information provided by the User or its personnel in connection with the Service and assigns to Provider any intellectual property rights in such items.

7. Publicity

Permission to use logo. The User grants Provider a non-exclusive, royalty-free, worldwide licence to use the User’s company name, logo, trademark or service mark on Provider’s website and marketing materials solely to identify the User as a client of the Service. The User may opt out at any time by written notice. On opt-out or termination, Provider will cease new uses within a reasonable time and will remove the logo from its website and future materials.

8. Charges and payment

8.1 Subscription Fees. The User shall pay Subscription Fees for the User Packages as set out on the Subscription Page or pricing page at https://www.heyjamie.ai/#pricing.

8.2 Billing. Unless otherwise stated, fees are invoiced annually in advance and payable within 7 days of invoice. The User shall provide valid and up-to-date payment details and authorises Provider to bill such method for Subscription Fees and applicable taxes.

8.3 Price changes. Provider may alter Subscription Fees by giving at least 30 days’ written notice. Changes take effect in the next Subscription Period.

8.4 Non-renewal. Each Subscription Period renews for successive one year periods unless either party gives at least 30 days’ notice before the end of the current Subscription Period.

8.5 Taxes. Fees are exclusive of VAT and other applicable taxes which shall be payable by the User.

9. Proprietary rights

9.1 The User acknowledges and agrees that Provider and its licensors own all intellectual property rights in the Service and the Documentation. Except as expressly stated, this agreement does not grant the User any rights to, under or in any patents, copyright, database right, trade secrets, trade names or trade marks, or any other rights in respect of the Service or Documentation.

9.2 Provider confirms that it has the rights in the Service and Documentation necessary to grant the rights it purports to grant under this agreement.

10. Confidentiality and compliance with policies

10.1 Definitions. “Confidential Information” means all confidential information disclosed by a party or its Representatives to the other party and its Representatives in connection with this agreement, including information about business, assets, affairs, customers, suppliers, plans, operations, processes, product information, designs, trade secrets or software. Details of the Service and the results of any performance tests constitute Provider Confidential Information. User Data constitutes User Confidential Information. “Representatives” means employees, officers, contractors, subcontractors, representatives and advisers.

10.2 Exclusions. Confidential Information does not include information that: is or becomes public other than through breach, was available on a non-confidential basis before disclosure, becomes available from a third party not under a duty of confidence, is agreed in writing to be non-confidential, or is independently developed without use of the other party’s information.

10.3 Obligations. Each party shall keep the other’s Confidential Information secret and shall not use it except to perform this agreement nor disclose it except as permitted. Disclosure is permitted to Representatives who need to know for the permitted purpose, provided they are bound to confidentiality and the disclosing party remains responsible for compliance.

10.4 Required disclosures. A party may disclose Confidential Information if required by law, a regulator or a court of competent jurisdiction, giving prior notice where lawful and taking into account reasonable requests of the other party about the disclosure content.

10.5 Serious Fraud Office. A party may disclose Confidential Information to the Serious Fraud Office where it has reasonable grounds to believe the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010.

10.6 Return or destruction. On termination each party shall destroy or return Confidential Information, erase it from systems where practicable, and certify compliance, subject to retention required by law. This clause survives for five years after termination.

10.7 Policies. In performing its obligations the User shall comply with Provider’s mandatory policies notified to the User.

11. Indemnity

11.1 User indemnity. The User shall defend, indemnify and hold harmless Provider against claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with the User’s use of the Service or Documentation in breach of this agreement or arising from User Data or User Content, provided that Provider gives prompt notice, reasonable cooperation at the User’s expense and sole control of the defence.

11.2 Provider indemnity. Provider shall defend the User, its officers, directors and employees against any claim that the User’s use of the Service or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the User for amounts awarded in judgment or settlement, provided that the User gives prompt notice, provides reasonable cooperation at Provider’s expense and gives Provider sole control of the defence.

11.3 Mitigation. In the defence or settlement of a claim under 11.2, Provider may procure the right for the User to continue using the Service, replace or modify the Service to be non-infringing, or if such remedies are not reasonably available, terminate this agreement on two Business Days’ notice without additional liability.

11.4 Exclusions. Provider is not liable to the extent the alleged infringement is based on: a modification of the Service or Documentation by anyone other than Provider, the User’s use contrary to Provider’s instructions, or the User’s use after notice of alleged infringement.

11.5 Sole remedy. Clauses 11.2 to 11.4 state the User’s sole and exclusive rights and remedies, and Provider’s entire obligations and liability, for third-party intellectual property infringement.

12. Limitation of liability

12.1 No exclusion for certain losses. Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

12.2 AI output and reliance. Given the probabilistic nature of machine learning, use of the Service may result in incorrect output that does not accurately reflect real people, places or facts. Provider may employ safeguards but the User must evaluate and verify output appropriate to its use case, including by using human review for decisions with legal, financial, medical or safety consequences.

12.3 Exclusions. Subject to clause 12.1, Provider shall not be liable whether in tort, contract, misrepresentation, restitution or otherwise for loss of profits, loss of business, wasted expenditure, depletion of goodwill or similar losses, loss or corruption of data or information, pure economic loss, or for any special, indirect, incidental, exemplary or consequential loss, costs, damages, charges or expenses however arising, even if advised of the possibility.

12.4 Cap. Subject to clause 12.1, Provider’s total aggregate liability in contract, tort, misrepresentation, restitution or otherwise arising in connection with this agreement shall be limited to the greater of £1,000 or the Subscription Fees paid by the User in the six months preceding the event giving rise to the claim.

12.5 User IP breach. Nothing in this agreement excludes the liability of the User for any breach, infringement or misappropriation of Provider’s intellectual property rights.

12.6 Maximum extent. The limitations in this section apply only to the maximum extent permitted by applicable law.

13. Termination

13.1 Termination by notice or breach. This agreement shall terminate if:

  • Provider gives the User 30 days’ notice to terminate the User’s account

  • Provider’s access to its Language Model Provider ceases for any reason, in which case this agreement shall terminate with immediate effect

  • the User breaches this agreement or a Language Model Provider’s applicable terms in any way, in which case this agreement may terminate with immediate effect

  • the User withdraws required consent for the Service by written notice, in which case this agreement shall terminate with immediate effect

  • otherwise as provided in this agreement

13.2 Non-payment and material breach. Without affecting any other right or remedy, either party may terminate with immediate effect by notice if the other party fails to pay any amount when due and remains in default for 30 days after written notice, or commits a material breach and fails to remedy within 30 days of notice.

13.3 Effect of termination. On termination for any reason:

  • all licences granted under this agreement end and the User shall immediately cease use of the Service and Documentation

  • Provider may destroy or dispose of User Data unless, within ten days after the effective date of termination, Provider receives a written request for delivery of the then most recent back-up. Provider shall use reasonable commercial endeavours to deliver the back-up within 30 days, provided all fees are paid. The User shall pay Provider’s reasonable expenses of return or disposal

  • rights, remedies, obligations or liabilities that have accrued up to termination survive, including the right to claim damages for breach existing before termination

  • Provider shall use commercially reasonable efforts to ensure Language Model Providers cease to access or use User Content

14. Force majeure

Neither party shall be in breach nor liable for delay or failure in performance caused by events beyond its reasonable control. If the period of delay or non-performance continues for three months, the party not affected may terminate by giving 30 days’ written notice.

15. Conflict

If there is an inconsistency between provisions in the main body of this agreement and the Schedules, the provisions in the main body prevail.

16. Variation

No variation of this agreement is effective unless in writing and signed by the parties or their authorised representatives.

17. Waiver

A waiver of any right or remedy is effective only if given in writing and is not a waiver of any subsequent right or remedy. A delay or failure to exercise any right or remedy, or a single or partial exercise, does not waive that or any other right or remedy.

18. Rights and remedies

Except as expressly provided, the rights and remedies under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

If any provision or part-provision is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest. The parties shall negotiate in good faith to agree a replacement provision that achieves the intended commercial result of the original.

20. Assignment

The User shall not, without Provider’s prior written consent, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations. Provider may assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any manner with any or all of its rights or obligations.

21. No partnership or agency

Nothing in this agreement creates a partnership or authorises either party to act as agent for the other. Neither party has authority to bind the other.

22. Third party rights

This agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999. The parties’ rights to rescind or vary are not subject to consent of any other person.

23. Notices

Any notice under this agreement shall be in writing and sent by email to:

A notice is deemed received at the time of transmission or, if outside Business Hours at the place of receipt, when Business Hours resume. This clause does not apply to the service of proceedings or documents in legal action or arbitration.

24. Governing law

This agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and interpreted in accordance with the law of England and Wales.

25. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement, including non-contractual disputes or claims.

26. Interpretation and definitions

The definitions and rules of interpretation in this clause apply.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: as defined in clause 10.1.
Documentation: the documents made available by Provider online via app.heyjamie.ai or such other address notified by Provider from time to time which set out a description of the Service and user instructions.
Effective Date: the date that the User signs up to use the Service.
Language Model Provider: the third-party provider that supplies large language models used by the Service.
Normal Business Hours: 8.00 am to 6.00 pm local UK time on each Business Day.
Personal Data, Personal Data Breach, Process/Processing, Data Controller, Data Processor, Data Subject, Supervisory Authority: each has the meaning in Data Protection Laws.
Service: the subscription service provided by Provider under this agreement via app.heyjamie.ai, including email sending and receiving, calendar and SaaS integrations and AI-assisted features, as more particularly described in the Documentation. Current first-party integrations include Google Workspace, Microsoft 365, iCloud Calendar and Fastmail Calendar.
Software: the online software applications provided by Provider as part of the Service.
Subscription Fees: the fees payable by the User for the User Packages.
Subscription Page: the page in the Service that sets out the User Packages and Subscription Fees.
Usage Data: has the meaning set out in clause 4.2.
User: the person or entity that signs up to the Service in accordance with clause 1.
User Content: messages, images, text, audio content, comments, photos, video, or other works of authorship that (i) the User may record or transmit using the Service, including content visible to third parties, (ii) that may be gathered from the User’s communications with Provider, or (iii) that is otherwise collected or processed by Provider during provision of the Service.
User Data: the data inputted by the User or by Provider on the User’s behalf for the purpose of using the Service or facilitating the User’s use of the Service.
Virus: any thing or device including software, code, file or programme which may prevent, impair or adversely affect the operation of software, hardware or networks, any telecommunications service, equipment or network or any other service or device, prevent, impair or adversely affect access to or the operation of any programme or data, including the reliability of any programme or data, or adversely affect the user experience, including worms, trojan horses, viruses and similar things.
Vulnerability: a weakness in computational logic in software or hardware components that when exploited results in a negative impact to confidentiality, integrity or availability.

Headings do not affect interpretation. A person includes an individual, corporate or unincorporated body and that person’s personal representatives, successors or permitted assigns. A reference to a company includes any company, corporation or other body corporate, wherever incorporated. Words in the singular include the plural and in the plural include the singular. A reference to one gender includes the others. A reference to a statute or statutory provision is a reference to it in force at the date of this agreement and includes subordinate legislation made under it as at that date. A reference to writing includes email but not fax. References to clauses and schedules are to the clauses and schedules of this agreement, references to paragraphs are to the paragraphs of the relevant schedule.

Schedule 1: Data Processing Agreement

1. Parties’ roles

To the extent Provider processes Personal Data on the User’s behalf in the course of providing the Service:

  • for the purpose of Data Protection Laws, the User is the Data Controller and Provider is the Data Processor

  • the subject matter and duration of the Processing, the nature and purpose of the Processing and the types of Personal Data and categories of Data Subject are set out in Appendix A

  • this Data Processing Agreement incorporates the Terms of Service and uses the same defined terms

2. Compliance with Data Protection Laws

Each party shall comply with applicable Data Protection Laws relating to its Processing of Personal Data under or in connection with this agreement.

3. Client warranty

The User warrants that all Personal Data processed by Provider on the User’s behalf under this agreement has been and shall be collected and processed by the User in accordance with Data Protection Laws and that the User has all necessary consents and notices in place to enable lawful transfer of Personal Data to Provider for the duration and purposes of the agreement. Where the Service is used to process audio or video that includes Personal Data of third parties, the User warrants that it has secured necessary permissions and consents before processing such Personal Data using the Service.

4. Provider as Processor

Where Personal Data is processed by Provider as Data Processor on the User’s behalf, Provider shall:

  • only Process Personal Data (i) as required to meet the User’s lawful, documented and reasonable instructions which, unless otherwise agreed, are to Process Personal Data as necessary to provide the Service, or (ii) as required to comply with applicable law, informing the User of the legal requirement before Processing where lawful

  • inform the User if Provider becomes aware of an instruction that in its opinion infringes Data Protection Laws

  • implement appropriate technical and organisational measures so that the Processing meets the requirements of Data Protection Laws and protects the rights of Data Subjects, including security appropriate to risk

  • provide reasonable assistance, information and cooperation to the User in responding to Data Subject requests and to ensure compliance with the User’s obligations regarding security, breach notifications, data protection impact assessments and prior consultation with a Supervisory Authority. The User shall reimburse Provider’s reasonable costs in providing such assistance

  • upon becoming aware of a Personal Data Breach notify the User without undue delay and provide details of the breach

  • ensure that all Provider personnel authorised to Process Personal Data have committed themselves to confidentiality or are under a statutory obligation of confidentiality

  • maintain written records of Processing as required by Data Protection Laws

  • at the User’s written request, delete or return Personal Data to the User within a reasonable time after the end of provision of the Service, unless storage is required by law

5. Sub-processing

The User generally authorises Provider to appoint sub-processors to Process Personal Data who are or will be subject to terms substantially similar to those in this DPA. Provider shall remain fully liable for sub-processors. Provider will inform the User of intended new sub-processors and the User may object on reasonable grounds within ten Business Days of being informed.

6. International transfers

The User authorises Provider to transfer Personal Data processed on the User’s behalf outside the UK or EEA as required to perform the Service, including to countries in which Provider’s sub-processors operate, provided that Provider ensures such transfers are effected in accordance with Data Protection Laws using a legally enforceable mechanism.

7. Accountability and audit

Provider shall make available to the User information reasonably necessary to demonstrate compliance with this DPA and shall allow for audits by the User or an auditor mandated by the User, subject to the User:

  • giving reasonable prior notice

  • paying Provider’s reasonable costs

  • keeping all information obtained strictly confidential except where disclosure is required by law or a Supervisory Authority

  • ensuring audits cause minimal disruption and observing reasonable security and confidentiality policies of Provider and its sub-processors
    The User may conduct a maximum of one audit in any twelve month period.

8. Security measures

Provider operates an information security framework with administrative, technical and physical controls appropriate to the nature of data processed and risks involved, including:

  • principle of least privilege and role-based access controls

  • encryption in transit and at rest for Customer Content and User Data where technically feasible

  • environment separation across production, staging and development

  • vulnerability management and timely patching of supported systems

  • multi-factor authentication for Provider personnel with production access

  • secure development practices and logging appropriate to the Service
    Provider’s infrastructure may be hosted with reputable cloud providers. No claim is made in this DPA that Provider holds ISO 27001, SOC 2 or HIPAA certifications.

Appendix A: Data Processing Details

  1. Subject matter of the Processing
    Provision of the Service to the User under the agreement.

  2. Nature and purpose of the Processing
    Processing of Personal Data as necessary to provide email sending and receiving, calendar and SaaS integrations, AI-assisted generation and automation, support and account administration.

  3. Duration of the Processing
    For the Term and thereafter where storage is required by applicable law or for limited back-up and archiving consistent with clause 5.5.

  4. Categories of Data Subjects
    The User’s personnel and contractors, end customers, contacts and other third parties with whom the User conducts business.

  5. Types of Personal Data
    Name, contact details, job title, email metadata and content, calendar metadata and content, meeting metadata and recordings where enabled, IP address, approximate location, device information, authentication identifiers, usage logs, billing details where provided and such other Personal Data provided or disclosed in the course of the Service.

  6. Technical and organisational security measures
    As listed in clause 8 of Schedule 1, including least privilege, encryption in transit and at rest, environment separation, timely updates, vulnerability management, MFA for production access and secure hosting with reputable cloud providers.

Provider: Pragmatic Builders Ltd
Service brand: HeyJamie
Support: https://www.heyjamie.ai/
Pricing: https://www.heyjamie.ai/#pricing
Notices: legal@heyjamie.ai