1) Eligibility and Account Registration

• 1.1 Eligibility. You must be at least 18 years old and capable of forming a binding contract to use the Service.
• 1.2 Account security. You are responsible for safeguarding your login credentials and for all activities under your account. You must promptly notify us at legal@fernly.io if you suspect unauthorised access or security incidents affecting your account.
• 1.3 Accurate information. You must provide accurate, current, and complete information when creating and maintaining your account.

2) The Service

• 2.1 Functionality. Fernly provides tools which may include lead discovery, filtering, CRM/pipeline management, email/outreach tooling, client portal functionality, exports, and related features.
• 2.2 Service changes. We may modify, update, or discontinue parts of the Service from time to time. Where changes materially reduce paid functionality, we will provide reasonable notice.

3) Customer Content and Responsibilities

• 3.1 Customer Content. You retain ownership of content, data, files, and information you upload, import, generate, store, send, or otherwise make available through the Service ("Customer Content").
• 3.2 Your responsibilities. You are solely responsible for:
  • the legality, accuracy, and quality of Customer Content;
  • obtaining and maintaining all rights, permissions, consents, and lawful bases required to process Customer Content; and
  • ensuring your use of the Service complies with applicable laws and regulations (including electronic communications and anti-spam rules where relevant).
• 3.3 Lead data responsibility. The Service may present or deliver business listing information sourced from publicly available data sources. You are responsible for verifying lead data before acting on it and for determining the lawful basis for your processing and any outreach or marketing communications.
• 3.4 Prohibited content. You must not upload or transmit Customer Content that is unlawful, infringing, defamatory, harmful, or that contains malware or other malicious code.

4) Acceptable Use

You must not, and must not attempt to:

• 4.1 Abuse the Service.
  • Send unsolicited bulk messages or spam using the Service.
  • Use the Service to harass, defraud, deceive, or mislead others.
• 4.2 Circumvent restrictions.
  • Bypass or attempt to bypass usage limits, plan restrictions, or credit limits.
  • Probe, scan, or test system security or vulnerability without authorisation.
• 4.3 Interfere with the Service. Interfere with, disrupt, or degrade the Service, infrastructure, or related networks.
• 4.4 Reverse engineer. Reverse engineer, decompile, disassemble, or attempt to extract source code except to the extent permitted by applicable law.
• 4.5 Unauthorised automation / scraping. Use any robot, spider, scraper, crawler, or other automated means to access the Service or extract data without our prior written permission, including for monitoring, copying, indexing, or data extraction.
• 4.6 Unlawful distribution. Sell, resell, rent, lease, sublicense, distribute, or otherwise commercially exploit lead data or outputs from the Service as a standalone dataset or in bulk, except as expressly permitted by your plan or in writing by us.

We may suspend or terminate access for violations of this section.

5) Plans, Billing, and Subscriptions

• 5.1 Paid plans. Certain features require a paid subscription. Plans, features, and prices are described on our Pricing page.
• 5.2 Billing cycle. Subscriptions are billed monthly in advance unless stated otherwise.
• 5.3 Payment processing. Payments are processed through our payment provider(s). You authorise us (and our payment provider) to charge your selected payment method for fees, taxes, and applicable charges.
• 5.4 Taxes. Prices may be exclusive of taxes unless otherwise stated. You are responsible for any taxes applicable to your purchase, except where we are required by law to collect taxes.
• 5.5 Price changes. We may change prices or plan features by providing at least 30 days' notice via email or in-app notification. Changes apply from your next billing period following the notice period.
• 5.6 Credits and usage limits. If your plan includes usage-based allowances (such as lead credits or email send limits), those allowances:
  • apply per billing period,
  • do not roll over unless stated otherwise on the Pricing page, and
  • may be subject to fair use protections and anti-abuse limits.
• 5.7 Add-ons. If we offer add-on packs (e.g., additional credits), they are billed as one-time purchases unless stated otherwise.
• 5.8 Refunds. Fees are non-refundable except where required by law. Any refunds we choose to provide are at our sole discretion and must be confirmed in writing by Fernly. We do not provide refunds or credits for partial billing periods, downgrades, or unused usage allowances, except where required by law.

6) Third-Party Services and Data Sources

• 6.1 Third-party services. The Service may integrate with third-party services (e.g., payment processors, email delivery providers, mapping/data providers). Your use of those services may be subject to their terms and policies.
• 6.2 Third-party data. Lead discovery may rely on third-party data sources and APIs. Availability, completeness, and accuracy of such data are outside our control.

7) Intellectual Property

• 7.1 Fernly IP. Fernly and its licensors own all rights, title, and interest in the Service, including software, design, branding, and documentation, except for Customer Content.
• 7.2 Licence to use the Service. Subject to these Terms and your subscription status, Fernly grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes.
• 7.3 Feedback. If you provide suggestions or feedback, you grant Fernly a non-exclusive, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without obligation.

8) Confidentiality

• 8.1 Confidential information. Each party may receive confidential information from the other in connection with the Service. Confidential information includes non-public business, technical, or financial information, and Customer Content.
• 8.2 Obligations. The receiving party will:
  • use confidential information only to perform its obligations and exercise its rights under these Terms; and
  • protect it using reasonable measures and not disclose it to third parties except as permitted under these Terms.
• 8.3 Exceptions. Confidential information does not include information that is publicly available without breach, independently developed, or rightfully obtained from a third party without confidentiality obligations.

9) Data Protection

• 9.1 Privacy Policy. Our processing of personal data for platform purposes is described in our Privacy Policy.
• 9.2 DPA. To the extent we process personal data on your behalf as a processor, the DPA applies.

10) Warranty Disclaimer

The Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Fernly disclaims all warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will be uninterrupted, secure, error-free, or that lead discovery results will be complete, accurate, or up to date.

Nothing in these Terms excludes or limits any rights you may have that cannot be excluded or limited under applicable law.

11) Limitation of Liability

• 11.1 Indirect damages. To the fullest extent permitted by law, Fernly will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, goodwill, or data, arising from or relating to the Service or these Terms, even if we have been advised of the possibility of such damages.
• 11.2 Cap. To the fullest extent permitted by law, Fernly's total liability for all claims arising out of or relating to the Service or these Terms will not exceed the total amounts paid by you to Fernly for the Service in the 12 months immediately preceding the event giving rise to the claim.
• 11.3 Exceptions. Nothing in these Terms limits or excludes liability for fraud, fraudulent misrepresentation, or any liability that cannot be limited or excluded under applicable law.

12) Indemnity

You will indemnify and hold harmless Fernly from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable legal fees) to the extent arising from:

• your Customer Content;
• your use of the Service in violation of these Terms or applicable law; or
• your outreach/marketing activities and communications.

13) Suspension and Termination

• 13.1 Your termination. You may cancel your subscription at any time via your account settings or by contacting support. Cancellation takes effect at the end of the current billing period unless stated otherwise.
• 13.2 Our suspension/termination. We may suspend or terminate your access:
  • immediately where required to protect the security or integrity of the Service, prevent fraud/abuse, or comply with law; or
  • upon notice if you materially breach these Terms and fail to cure within a reasonable period (where cure is possible).
• 13.3 Effect of termination. Upon termination, your right to use the Service ceases. Customer Content deletion and return are governed by the DPA, including any limited backup retention periods.

14) Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide at least 30 days' notice via email or in-app notification before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

15) Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle disputes arising from or relating to these Terms or the Service.

16) Contact

For questions about these Terms, contact: legal@fernly.io