These terms are between Bainary Ltd, a company registered in England and Wales (company number 16085415), registered office Flat 6, Paine Court, 57 Westcombe Park Road, London SE3 7RN ("Bainary", "we", "us"), and the firm that signs an Order Form, buys credits or uses the Service (the "Firm", "you").
You accept these terms by signing an Order Form, buying credits or using the Service, whichever happens first. The person accepting confirms they have authority to bind the Firm. The agreement is made up of the Order Form (if any), these terms and the Data Processing Agreement at www.bainary.ai/dpa (the "DPA"). If they conflict, the Order Form prevails on commercial points, the DPA on personal data, and these terms on everything else.
The Service is for businesses only. By accepting, the Firm confirms it is acting in the course of its business and not as a consumer.
1. The Service
1.1 Bainary provides a web portal (the "Service") that lets the Firm's users upload a client's documents, have AI models extract facts from them with citations to document and page, answer questions raised about gaps and conflicts, and have an automated agent fill the relevant GOV.UK immigration application form.
1.2 The Service stops at "Check your answers". It never makes or signs the declaration, never pays the Home Office fee or Immigration Health Surcharge, and never submits an application. The Firm reviews every answer, makes the declaration, pays and submits.
1.3 No legal advice. Bainary is not a law firm and is not regulated by the SRA, the IAA or any other legal regulator. It does not give legal or immigration advice or provide immigration services to the Firm's clients. The Firm is the regulated adviser and is solely responsible to its clients and its regulator for each application, including its content, its accuracy, the route chosen and the timing of its submission.
1.4 Output must be checked. Extracted facts, questions, suggestions and filled answers ("Output") are produced by AI and automation and may be incomplete or wrong. They are drafts for a qualified person to check. Before submitting, the Firm must check every answer against the cited source and the client's instructions. Citations make that check quick; they do not replace it. The Firm is solely responsible for any reliance on Output.
1.5 The Service may be used only by the Firm's solicitors and staff working under their supervision ("Users"), and only for the Firm's own client matters.
2. Credits
2.1 The Firm buys prepaid credits in the packs and at the prices set out in the Order Form or shown at checkout. A new Firm's first purchase must be the starter pack. Prices exclude VAT, which is added where due.
2.2 One credit is one application filled to Check your answers. A credit is held when the Firm starts filing, used when the run reaches Check your answers, and released if the run fails or the Firm cancels before then. Uploading, extraction, readiness checks and questions do not use credits.
2.3 Credits expire 12 months after purchase. If the Firm buys more credits before its existing credits expire, all its unexpired credits then expire 12 months after that latest purchase.
2.4 Credits have no cash value, cannot be transferred to another firm and are non-refundable except as clauses 3.3, 3.4, 11.1 and 11.2 say.
3. Payment, refunds and the rework guarantee
3.1 Credits are paid for in advance, by card at checkout or, where we agree, by invoice payable within 14 days. We may suspend the Service for unpaid sums under clause 10.2. Late sums carry interest under the Late Payment of Commercial Debts (Interest) Act 1998.
3.2 All sums are paid without set-off or deduction.
3.3 Rework guarantee. If a filled application needs substantial rework because of an error by the Service, we will return the credit used for it to the Firm's account. "Substantial rework" means the Firm had to correct or re-enter more than 20% of the answers, or a whole section, because of an error by the Service, and not because of an error, gap or change in the documents, information or instructions the Firm provided, or a change to the GOV.UK form. The Firm must tell us within 14 days of the run, with the details. We decide in good faith, acting reasonably. Returning the credit (or, at our option, running the application again) is the Firm's sole and exclusive remedy for Output that is wrong or incomplete.
3.4 If we stop providing the Service to the Firm other than for the Firm's breach, we refund the price of the Firm's unused, unexpired credits.
4. The Firm's responsibilities
4.1 The Firm will:
- have a lawful basis, and any consent needed, for uploading client data and for the processing described in the DPA, and give its clients any information the law requires;
- have its client's authority to prepare and submit each application;
- provide accurate, complete and lawful documents and instructions, and check all Output (clause 1.4);
- keep logins secure and confidential, not share them outside the Firm, and tell us promptly of any suspected misuse. The Firm is responsible for everything done under its Users' logins;
- comply with its regulator's rules, including on the use of AI and on supervision, and keep its own records of its checks;
- keep its own deadline controls and its own copies of client documents; and
- make sure its Users comply with these terms.
4.2 The Firm will not, and will not let anyone else: use the Service unlawfully or for anyone other than the Firm's own clients; upload malicious code or material it has no right to use; try to get around the Service's security, limits or credit system; copy, frame, resell or sub-license the Service; reverse engineer, decompile or extract its source code, prompts or methods, except as the law expressly allows; probe or benchmark the Service to build or improve a competing product; or use automated means to access it other than through features we provide.
4.3 Workspace. The Firm's account is one workspace. Users the Firm names as administrators can add and remove Users and see, manage and delete every matter in the workspace, including matters other Users created. The Firm is responsible for its workspace and everything done in it.
4.4 Indemnity. The Firm will indemnify Bainary against all losses, claims, fines, costs and expenses (including reasonable legal fees) arising from: (a) any claim by the Firm's clients or anyone else about an application, its content, its outcome or its submission; (b) the Firm's breach of clauses 4.1 or 4.2; or (c) data, documents or instructions the Firm provides.
5. Confidentiality
5.1 Each party will keep the other's confidential information confidential, use it only for this agreement, and disclose it only to its staff, advisers and sub-processors who need it and are bound by confidentiality, or where the law or a regulator requires.
5.2 Client documents and Output are the Firm's confidential information. Bainary staff access them only as needed to provide and secure the Service, to give support the Firm asks for, or where the law requires.
5.3 These obligations continue for five years after the agreement ends, and indefinitely for client personal data. Bainary understands that legal professional privilege belongs to the Firm's clients, and nothing in this agreement is intended to waive it.
6. Intellectual property and data
6.1 Customer Data. The Firm owns the documents it uploads and the Output generated from them ("Customer Data"). The Firm gives Bainary a non-exclusive licence to host, copy, process and transmit Customer Data as needed to provide, secure and support the Service and to comply with the law.
6.2 Bainary's IP. Bainary and its licensors own the Service and everything in it, including the software, models, prompts, methods, form knowledge, configurations, documentation and know-how, and all improvements to them, whoever suggests them. The Firm gets a non-exclusive, non-transferable right for its Users to use the Service during the agreement, under these terms. All rights not expressly granted are reserved.
6.3 System Data. "System Data" means data about how the Service and GOV.UK behave that does not identify the Firm, its Users or any client: for example usage and performance data (credit counts, run times, error rates), the structure, wording, branching and validation rules of GOV.UK forms, and de-identified, aggregated statistics. System Data is not Customer Data. Bainary owns it and may use it for any purpose, including to operate, test and improve the Service.
6.4 Feedback. Bainary may use any feedback or suggestions from the Firm or its Users freely, without obligation.
6.5 No training on Customer Data. Bainary does not use Customer Data to train AI models, and does not authorise its sub-processors to do so.
6.6 Publicity. Bainary may name the Firm as a customer only with its written agreement.
7. Data protection
The DPA forms part of this agreement. The Firm is the controller of client personal data and Bainary is its processor. Bainary handles personal data about the Firm's Users and contacts as a controller under its privacy notice at www.bainary.ai/privacy.
8. Warranties and disclaimers
8.1 Bainary will provide the Service with reasonable skill and care.
8.2 Apart from clause 8.1, and to the fullest extent the law allows, all warranties, conditions and terms, express or implied, are excluded. In particular, Bainary does not warrant that the Service will be uninterrupted or error-free, that Output will be accurate, complete or suitable, that any application will succeed, or that GOV.UK forms will remain unchanged.
8.3 Third-party systems. The Service depends on systems Bainary does not own or control, including GOV.UK and Home Office services and the AI models and infrastructure of its sub-processors. Bainary is not responsible for their availability, behaviour or changes. GOV.UK forms change without notice and the Service may be unavailable for filing while Bainary adapts to a change. If a run fails for one of these reasons, the held credit is released.
8.4 Bainary is not responsible for the decisions of the Home Office or any other authority, for the outcome of any application, or for missed deadlines.
9. Liability
9.1 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
9.2 Subject to 9.1, Bainary is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit, revenue, business, clients, contracts, goodwill or anticipated savings; loss of fees or client matters; wasted expenditure or management time; fines, penalties, costs orders or regulatory sanctions imposed on the Firm; consequences of a refused, delayed or invalid application; loss or corruption of data the Firm should have kept its own copy of; or indirect or consequential loss.
9.3 Subject to 9.1, Bainary's total liability arising from or in connection with this agreement (including the DPA) is limited to the amount the Firm paid Bainary in the 12 months before the event giving rise to the claim.
9.4 The Firm must bring any claim within 12 months of becoming aware of the facts giving rise to it.
9.5 Clauses 9.2 to 9.4 do not limit the Firm's obligations to pay or its indemnity under clause 4.4.
10. Term, suspension and termination
10.1 This agreement continues until terminated. The Firm may terminate at any time by email. Bainary may terminate on 30 days' notice, or immediately if the Firm commits a material breach (including non-payment) not remedied within 7 days of notice, or becomes insolvent.
10.2 Bainary may suspend the Service or any User immediately where reasonably needed to protect the Service, other customers or Bainary from a security threat, unlawful use or a breach of clause 4.2, or for non-payment after notice. Bainary will restore access once the cause is resolved.
10.3 On termination, the Firm's right to use the Service ends, unused credits lapse (unless clause 3.4 or 11 applies), and the Firm may ask for an export of its client files within 30 days. Bainary then deletes Customer Data as the DPA says. Clauses that by their nature continue, including 3, 4.4, 5, 6, 9 and 12, survive.
10.4 Inactive accounts. If the Firm has no unexpired credits and has not used the Service for 90 days, Bainary may close the account and delete its Customer Data after giving at least 30 days' notice by email. The Firm can keep the account open by replying or buying credits.
11. Changes
11.1 Changes to these terms. Bainary may update these terms by publishing a new version at www.bainary.ai/terms and emailing the Firm at least 30 days before a material change takes effect. If the Firm does not accept a material change, it may terminate before the change takes effect and receive a refund of the price of its unused, unexpired credits. Otherwise, continued use after that date is acceptance. Price changes apply only to purchases made after they take effect.
11.2 Service updates. Bainary improves the Service continually and may change it at any time, including its features, form coverage, AI models, software, infrastructure and sub-processors (subject to the DPA's notice process). Updates become part of the Service. Bainary will give reasonable notice before a change that removes material functionality the Firm has paid for; if the Firm is materially disadvantaged, it may terminate and receive a refund of the price of its unused, unexpired credits.
12. General
12.1 Entire agreement. This agreement is the whole agreement between the parties on its subject and replaces all earlier proposals, statements and understandings. Each party confirms it has not relied on any statement not set out in it, including statements in demonstrations, marketing or sales conversations.
12.2 Assignment and subcontracting. The Firm may not assign or transfer this agreement without Bainary's written consent. Bainary may assign it to a group company or to a buyer of all or part of its business, and may use subcontractors and sub-processors (as the DPA allows), remaining responsible for them.
12.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of GOV.UK, the internet, hosting or AI providers. This does not excuse payment.
12.4 Notices. Notices go by email: to Bainary at info@bainary.ai, and to the Firm at the contact in the Order Form or its account. An email is received when sent, unless the sender gets a bounce.
12.5 Other. If any clause is unenforceable, the rest continues. A failure or delay in enforcing a right is not a waiver. Nothing creates a partnership or agency. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
12.6 Law and courts. This agreement and any dispute or claim (including non-contractual ones) arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.