Terms of Service

These Terms of Service form a binding agreement between you and Alconbury Tech Ltd, a company registered in England and Wales (company number 17031730). In these terms, "we", "us", and "our" mean Alconbury Tech Ltd. "You" and "your" mean the person or organisation using Backlog.cloud.

By creating an account, clicking to accept these terms, or using the service, you agree to be bound by them. If you are accepting on behalf of an organisation, you confirm that you have the authority to bind that organisation. If you do not have that authority, do not use the service.

If you have a separate written agreement with us that covers the service, the terms in that agreement take precedence over these terms to the extent of any conflict.

To keep the rest of this document readable, a few short definitions.

• "Service" means the Backlog.cloud hosted product, including the website, the dashboard, any meeting bot, the APIs, and any related support and documentation.
• "Customer Content" means any data you or your users upload, paste, record, transcribe, generate, or otherwise make available through the service, including meeting audio, transcripts, notes, and generated backlog items.
• "Workspace" means the tenant account you create on the service, including all users, projects, and content inside it.
• "Admin" means a user with administrative rights over a workspace.
• "Fees" means the subscription and usage charges for the service, as set out on our pricing page or in an order form.
• "Third-Party Tools" means any external system you connect to the service, such as issue trackers, code hosts, calendar providers, or meeting platforms.

To use the service you need to create an account. You agree to provide accurate information, to keep your login credentials confidential, and to be responsible for everything that happens under your account.

You must notify us without delay if you suspect any unauthorised access. You must not share a single account between multiple people; each user needs their own login.

If you create a workspace on behalf of an organisation, the organisation is the customer. Admins control who has access, what role they have, and which Third-Party Tools are connected. We act on admin instructions as a matter of course.

The service is offered on a free tier and on paid subscription plans. The features available on each plan, and the Fees that apply, are published on our pricing page and may change from time to time. Changes to Fees on your existing plan will take effect at the start of your next billing cycle, and we will give you at least 30 days notice before they do.

Unless stated otherwise, subscriptions are billed in advance, either monthly or annually, and renew automatically for successive periods until cancelled. You authorise us to charge the payment method on file for each renewal.

All Fees are exclusive of VAT and other applicable taxes, which you are responsible for. Where we are required by law to collect tax, we will add it to the invoice.

We do not offer pro-rata refunds for partial months of an active subscription. If you cancel, your plan continues to the end of the current billing period and is not renewed. Where a statutory right to a refund applies (for example, a consumer cooling-off period in the UK or EU), that right is not affected by this paragraph.

If a payment fails, we may suspend paid features until the balance is settled. Invoices are available from your billing dashboard.

We may offer a free tier or a time-limited trial. These are provided "as is", may include rate limits, feature restrictions, and retention limits, and may be changed or discontinued at any time. If we do change or remove the free tier, we will tell you before any impact to your workspace.

Nothing in the free tier or a trial creates an entitlement to ongoing free access.

The Pro and Team plans are described as offering unlimited generations and, where applicable, unlimited meeting bot attendance. We mean it for normal individual and team use. We do not mean it as a licence to run the service as a utility for automated workloads, or to share a single seat between multiple people.

To keep the policy predictable, we apply the following soft limits per paid seat, per calendar month:

• Up to 60 hours of meeting bot attendance.
• Up to 60 hours of audio or video upload and transcription. Bot hours and upload hours share the same pool.
• Up to 500 artefact generations across all artefact types (User Stories, Bugs, Tasks, Epics, Spikes, Requirements, Decisions, RAID entries, Action Items, Meeting Minutes).
• A maximum file size of 500 MB per upload.

These limits reset at the start of each billing cycle and cover the vast majority of real-world usage. If your account approaches a limit, we will tell you by email with a specific number, and discuss the Team plan, an add-on, or a custom arrangement before any access is restricted.

We may rate-limit, throttle, or suspend usage that we reasonably believe is:

• Scripted, bulk, or otherwise non-human in nature.
• Shared across more than one person under a single paid seat.
• Being used to resell, republish, or provide the service to third parties.
• Causing disproportionate cost or harm to other customers.

We will not suspend a paid account for exceeding fair use without first giving you a clear explanation and a reasonable opportunity to address it, except where the conduct also breaches the acceptable use section and immediate action is required.

You agree not to use the service for any unlawful, harmful, or deceptive purpose. Specifically, you agree not to:

• Break any law, regulation, or third-party right in your use of the service.
• Record a meeting without the consent required by the law of the country the meeting is held in, or without informing participants.
• Use the service to process personal data for which you do not have a lawful basis.
• Upload, generate, or transmit content that is illegal, defamatory, discriminatory, abusive, or infringes intellectual property rights.
• Attempt to reverse engineer, decompile, or extract the underlying source code, model weights, or prompts that power the service, except to the extent that applicable law allows you to do so.
• Use the service to build a competing product or to benchmark it without our prior written consent.
• Probe, scan, or test the vulnerability of the service without authorisation, or disrupt its availability or integrity.
• Circumvent usage limits, rate limits, or access controls, including through automated means.
• Impersonate another person or misrepresent your affiliation with any organisation.
• Send spam, or use the service to harass or defraud any person.

We may investigate suspected breaches and, where appropriate, suspend or terminate access. Serious breaches may be reported to law enforcement.

You own Customer Content. Nothing in these terms transfers ownership of Customer Content to us.

You grant us a worldwide, non-exclusive, royalty-free licence to host, process, copy, transmit, analyse, transcribe, summarise, and otherwise handle Customer Content, solely to provide and improve the service for you. This licence lasts as long as the content is in your workspace, plus a short operational window to support deletion, backups, and audit.

We do not use Customer Content to train AI models, and our AI sub-processor is contractually prohibited from doing so. We do not sell Customer Content. We do not share Customer Content with any third party except the sub-processors needed to run specific parts of the service, which are listed in our privacy policy by category.

You are responsible for Customer Content. You warrant that you have all rights, consents, and lawful bases needed to upload, record, transcribe, and process it through the service.

If you export Customer Content to a Third-Party Tool (for example, by pushing a generated backlog item into an issue tracker), the terms and privacy policy of that tool apply to the exported copy from the moment it leaves the service.

A core part of the service is the ability to connect a bot to a meeting that captures audio and video, and produces a transcript. This is powerful, and it carries responsibilities.

By instructing the service to join a meeting, you represent that:

• You have authority to record the meeting under the law of the country in which the meeting is held.
• You have informed all participants that the meeting is being recorded and transcribed, and obtained any consent required by local law, before the meeting starts.
• You will immediately remove the bot if any participant objects to being recorded.
• You will not use the recording for any purpose your participants would not reasonably expect, and you will handle it in line with your own privacy notice.

The bot is always visible in the participant list. We do not enable covert recording. You are solely responsible for the legal consequences of recording a meeting.

The service uses a large language model to generate structured backlog items, summaries, and related artefacts. These outputs are produced by a machine learning system and are not guaranteed to be accurate, complete, or free from bias.

You agree to review any AI-generated output before relying on it for decisions, before pushing it to a Third-Party Tool, and before acting on it in production. The service is a drafting aid; you remain responsible for the work product.

Similar inputs can produce similar outputs for different customers. We do not warrant that any particular output is unique. To the extent we hold any rights in AI-generated output, we assign them to you on generation, subject to the licence you have granted us above.

The service can connect to Third-Party Tools that you authorise, such as issue trackers, code hosts, calendar providers, and meeting platforms. When you connect a Third-Party Tool, you authorise us to exchange data with it on your behalf, using the scopes you approve.

Third-Party Tools are provided by companies we do not control. Their terms and privacy policies apply to your use of them. We are not responsible for the availability, performance, or data handling of any Third-Party Tool. If a Third-Party Tool changes its API, rate limits, or terms, we may need to change or disable the corresponding integration.

We aim to keep the service available and performant. We do not guarantee uninterrupted access and we do not commit to a specific uptime level except where expressly agreed in a separate service level agreement.

We may carry out scheduled maintenance, emergency maintenance, or deploy changes at any time. Where we know in advance that a change will materially affect the service, we will give reasonable notice to workspace admins.

We may add, change, or remove features. We will not remove a paid feature central to your plan without offering a comparable alternative, a credit, or a refund.

We may suspend all or part of your access to the service without notice if we reasonably believe that:

• Your use is causing, or is about to cause, harm to the service or to other customers.
• You have breached these terms in a material way, including the acceptable use section.
• A payment is overdue after reasonable notice.
• We are required to do so by law, a court order, or a regulator.

Where it is safe and lawful to do so, we will tell you why, and give you a reasonable opportunity to fix the issue before suspension.

You can cancel your subscription at any time from the billing dashboard. Cancellation takes effect at the end of the current billing period.

We can terminate this agreement for material breach that is not fixed within 30 days of written notice, for insolvency or winding-up of your organisation, or for a serious one-off breach such as a repeat violation of the acceptable use section.

Either of us may terminate this agreement for convenience by giving the other at least 30 days written notice, unless a separate order form says otherwise.

On termination, you will stop using the service and we will stop providing it. Fees paid for periods after the effective date of termination for convenience by us will be refunded on a pro-rata basis. Fees are not refundable where termination results from your material breach.

For 30 days after termination of your workspace, you can log in to export Customer Content using the export features in the product. After that period, we will delete Customer Content from our primary systems within a further 30 days, and from backups within 90 days, unless we are legally required to retain it.

If you need assistance with a bulk export before the deletion window closes, contact support@backlog.cloud.

Each of us may be exposed to the other’s confidential information, including Customer Content, pricing, product roadmaps, and security practices. Both of us agree to protect the other’s confidential information with at least reasonable care, to use it only for the purpose of performing this agreement, and not to disclose it to third parties except to people who need to know and are bound by equivalent obligations of confidence.

The obligations in this section do not apply to information that is already public, lawfully received from another source free of any duty of confidence, independently developed, or required to be disclosed by law (in which case we will, where lawful, notify the other party first).

Our handling of personal data is described in the privacy policy at

backlog.cloud/privacy. It forms part of this agreement.

Where we process personal data as a processor on your behalf (for example, inside meeting recordings, transcripts, and generated backlog items), our Data Processing Agreement applies. It is available on request from privacy@backlog.cloud and takes precedence over these terms to the extent of any conflict in relation to personal data.

We warrant that we will provide the service with reasonable skill and care, in line with applicable law and the description on our website.

Except for the warranty in the preceding sentence, and to the maximum extent permitted by law, the service is provided "as is" and "as available". We do not give any other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation.

Nothing in these terms excludes or limits any warranties or rights that cannot be excluded or limited by law, including statutory rights for consumers under UK or EU law where they apply.

Neither of us excludes or limits liability that cannot be excluded by law. This includes liability for death or personal injury caused by negligence, fraud, and any other liability that cannot lawfully be excluded.

Subject to the paragraph above, neither of us is liable to the other for:

• Loss of profit, revenue, or anticipated savings.
• Loss of business, goodwill, or opportunity.
• Loss or corruption of data, except where we have failed to take reasonable measures to prevent it.
• Indirect, special, or consequential loss, however caused.

Our total aggregate liability to you for all claims arising in connection with this agreement in any 12 month period will not exceed the greater of: (a) the Fees you paid to us in the 12 months immediately preceding the first event giving rise to liability, and (b) one hundred pounds sterling (£100).

This limit applies to all claims under any theory of liability, including contract, tort, statute, and otherwise.

You agree to indemnify us against any loss, damage, cost, or expense we suffer as a result of a third-party claim arising out of your Customer Content, your use of the service in breach of these terms, or your recording or processing of a meeting without the consents required by law.

We will tell you promptly about any claim, give you reasonable control of the defence and settlement (provided any settlement releases us from liability and does not admit fault on our behalf), and cooperate with you at your expense.

Neither of us is liable for failing to perform under this agreement when that failure is caused by an event outside our reasonable control, including internet or infrastructure outages at our sub-processors, industrial action, natural disasters, war, terrorism, or acts of government. The affected party will take reasonable steps to reduce the impact and restore performance as soon as it can.

We may update these terms from time to time. If we make a material change, we will notify workspace admins by email at least 30 days before the change takes effect. Continued use of the service after the effective date means you accept the updated terms. If you do not accept them, you can cancel your subscription under the termination section.

Non-material changes (for example, clarifications or corrections) take effect when posted on this page, with an updated "last updated" date.

These terms, and any dispute or claim arising out of them or in connection with them, are governed by the laws of England and Wales. You and we agree that the courts of England and Wales have exclusive jurisdiction to resolve any dispute, except that either of us may seek injunctive relief in any court of competent jurisdiction to protect our intellectual property.

If you are a consumer in the UK or EU, nothing in this section deprives you of the protection of mandatory consumer law in the country you live in, or of the right to bring proceedings in your local courts.

• Entire agreement: these terms, together with our privacy policy, any Data Processing Agreement, and any order form or written agreement we have signed with you, are the whole agreement between us on the service.
• Severability: if any part of these terms is unenforceable, the rest stays in force.
• No waiver: a failure to enforce a right is not a waiver of that right.
• Assignment: you cannot assign or transfer these terms without our prior written consent. We may assign them to a successor in a merger, acquisition, or sale of assets.
• No partnership: nothing in these terms creates a partnership, joint venture, or agency between us.
• Notices: we give notices to you by email or through the dashboard. You give notices to us by email at legal@backlog.cloud.

For questions about these terms, or to request a signed copy, email legal@backlog.cloud.

Postal address: Alconbury Tech Ltd, registered office as shown on the UK Companies House register (company number 17031730).