Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") form a legally binding agreement between you ("Customer", "you", "your") and MIRA SYSTEMS LTD, a company registered in England and Wales (company number 16488333), whose registered office is at 124 City Road, London, England, EC1V 2NX ("Company", "we", "us", "our").

By creating an account, accessing, or using Scout.io (the "Service"), you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not use the Service.

2. Description of Service

Scout.io is a B2B sales outreach automation platform. The Service uses artificial intelligence to research business leads, score prospects against your ideal customer profile, generate personalised outreach messages, and manage multi-channel outreach sequences. All AI-generated content is presented for human review and requires explicit approval before any messages are sent.

3. Account Registration and Security

• You must provide accurate and complete information when creating your account.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
• You must not share your account credentials or allow any third party to access the Service through your account without our prior written consent.
• You must notify us immediately at security@mirasystems.co if you become aware of any unauthorised use of your account.

4. Subscription, Fees, and Payment

4.1. Access to the Service requires a paid subscription. The specific features, quotas, and pricing applicable to your subscription are set out in the Order Form or pricing page agreed at the time of purchase.

4.2. Fees are invoiced in advance on a monthly or annual basis, as specified in your subscription plan. All fees are quoted exclusive of VAT, which will be added where applicable.

4.3. Payment is due within 14 days of the invoice date unless otherwise agreed in writing. We reserve the right to suspend access to the Service if payment is more than 14 days overdue, provided we have given you at least 7 days' written notice of the outstanding balance.

4.4. We may adjust pricing with at least 30 days' written notice before the start of your next billing cycle. If you do not agree to a price change, you may cancel your subscription before the new pricing takes effect.

4.5. Fees paid are non-refundable except where required by law or as expressly stated in these Terms.

5. Acceptable Use

You agree to use the Service only for lawful business-to-business outreach purposes. You must not:

• Send unsolicited messages to consumers (B2C) or to any individual who has not been sourced through legitimate B2B prospecting channels.
• Violate the CAN-SPAM Act, the Privacy and Electronic Communications Regulations 2003 (PECR), UK GDPR, or any other applicable data protection or anti-spam legislation.
• Upload, process, or store data that you are not authorised or lawfully entitled to use.
• Attempt to circumvent rate limits, quotas, authentication mechanisms, or any other security measure implemented by the Service.
• Use the Service to send or generate content that is threatening, abusive, harassing, defamatory, obscene, fraudulent, or otherwise unlawful.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Resell, sublicense, or provide access to the Service to any third party without our prior written consent.
• Redistribute, resell, or commercially exploit any data, lead information, research outputs, or other content obtained through the Service, whether in raw or processed form, unless you hold an active Agency-tier subscription that expressly permits such use. Standard (non-Agency) subscriptions are licensed solely for your own internal business purposes.
• Use data obtained through the Service to build, train, or improve a competing product or service, or to create a substantially similar offering.
• Use the Service in any way that could damage, disable, or impair the Service or interfere with any other party's use of the Service.

We reserve the right to suspend or terminate your account immediately if we reasonably determine that you have breached this Section 5.

6. Quotas, Limits, and Fair Use

Your account is subject to usage quotas as defined by your subscription plan, including limits on the number of leads processed per month and emails sent per day. Current quota usage is visible on your analytics dashboard. If you exceed your allocated quotas, the relevant functionality will be temporarily restricted until the next billing cycle or until you upgrade your plan. We reserve the right to adjust quota allocations with at least 30 days' written notice.

7. AI-Generated Content

7.1. The Service uses artificial intelligence (powered by Anthropic's Claude) to generate outreach messages, research summaries, lead scores, and sequence strategies. While we take reasonable steps to ensure quality, AI-generated content may contain inaccuracies, errors, or unsuitable language.

7.2. You are solely responsible for reviewing, editing, and approving all AI-generated content before it is sent to any recipient. The mandatory human review step is a core feature of the Service and must not be circumvented.

7.3. The Company accepts no liability for the accuracy, completeness, or appropriateness of AI-generated content, or for any consequences arising from content that you have reviewed and approved for sending.

8. Intellectual Property

8.1. Your data: You retain all ownership rights in the data you upload to the Service, including lead lists, contact information, and any custom templates or content you create. We do not claim any ownership interest in your data.

8.2. AI-generated outputs: Subject to the intellectual property rights of any third parties, you own the outreach messages, research summaries, and other content generated by the Service using your data and configuration. We grant you a perpetual, worldwide, royalty-free licence to use all outputs generated through your use of the Service.

8.3. The Service: All intellectual property rights in the Service itself (including software, design, branding, documentation, and underlying technology) belong to the Company. These Terms do not grant you any rights in the Service beyond the limited right to use it as described here.

8.4. Trademarks: "Scout.io", the Scout.io logo, "MIRA SYSTEMS", and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates. You must not use such marks without the prior written permission of the Company. You must not use our trademarks in any manner that is likely to cause confusion, or in any manner that disparages or discredits the Company. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.

8.5. Look and feel: The visual design, layout, user interface, and overall look and feel of the Service are protected by copyright and trade dress laws. You must not copy, imitate, or create derivative works based on the Service's design, interface, or user experience without our prior written consent.

8.6. Feedback: If you provide us with suggestions, ideas, or feedback about the Service, you grant us a non-exclusive, royalty-free, perpetual, irrevocable licence to use that feedback to improve the Service without any obligation to you.

9. Data Processing and Privacy

9.1. Our collection and use of personal data is governed by our Privacy Policy, which forms part of these Terms.

9.2. To the extent that you upload personal data of third parties (such as business contacts) to the Service, you act as the data controller and we act as your data processor. We will process such data solely in accordance with your instructions and for the purpose of providing the Service.

9.3. You warrant that you have a lawful basis for processing any personal data you upload, and that your use of the Service complies with all applicable data protection legislation.

10. Service Availability and Support

10.1. We target 99.5% uptime for the Service, measured on a monthly basis, excluding scheduled maintenance windows. This is a target and not a guarantee. We do not offer service credits for downtime unless separately agreed in writing.

10.2. We may temporarily suspend the Service for maintenance, updates, or for reasons beyond our reasonable control. Where planned maintenance is expected to cause downtime of more than 15 minutes, we will provide at least 48 hours' notice via email.

10.3. Support is available via email at support@mirasystems.co. We aim to respond to support requests within 1 business day.

11. Indemnification

11.1. You shall indemnify and hold harmless the Company, its directors, officers, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms or any applicable law.
• Your use of the Service, including any outreach content you have reviewed, approved, and sent.
• Any claim by a third party that the data you uploaded to the Service infringes their rights or violates applicable data protection legislation.
• Any claim arising from your failure to comply with CAN-SPAM, PECR, UK GDPR, or other applicable anti-spam or data protection laws.

11.2. The Company shall indemnify you against any claims that the Service itself (excluding your data and AI-generated outputs) infringes the intellectual property rights of a third party, provided you notify us promptly and give us reasonable control over the defence.

12. Limitation of Liability

12.1. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

12.2. Subject to Section 12.1, the Company shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect, consequential, or special loss, or for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of data, loss of goodwill, or loss of business opportunity, in each case however arising and whether or not foreseeable.

12.3. Subject to Section 12.1, the Company's total aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you to the Company in the 12 months immediately preceding the event giving rise to the claim.

13. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Service, including (without limitation) business plans, lead data, pricing, technical specifications, and security configurations. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or is required to be disclosed by law. This confidentiality obligation survives for 2 years after termination of these Terms.

14. Term and Termination

14.1. These Terms commence when you create an account and continue for the duration of your subscription, unless terminated earlier in accordance with this section.

14.2. You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing period. No refund will be issued for any remaining portion of a prepaid billing period.

14.3. We may suspend or terminate your account immediately by written notice if you materially breach these Terms (including the Acceptable Use provisions in Section 5) and fail to remedy the breach within 7 days of receiving notice, or if the breach is not capable of remedy.

14.4. Either party may terminate these Terms immediately by written notice if the other party becomes insolvent, enters administration or liquidation, or ceases to carry on business.

14.5. Upon termination, your data will be retained for 30 days to allow you to export it. After 30 days, all data associated with your account will be permanently deleted. Sections 8, 11, 12, 13, 17, and 18 survive termination.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from circumstances beyond its reasonable control, including but not limited to: natural disasters, acts of government, pandemic or epidemic, power failure, internet or telecommunications failure, cyberattack, or the failure of third-party hosting or cloud providers. The affected party must notify the other party promptly and take reasonable steps to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate these Terms by written notice.

16. Changes to Terms

We may update these Terms from time to time. Where changes are material, we will notify you by email at least 30 days before the changes take effect. If you do not agree to the updated Terms, you may cancel your subscription before the changes take effect. Continued use of the Service after the effective date of any changes constitutes acceptance of the revised Terms.

17. Dispute Resolution

17.1. In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the matter through good-faith negotiation. Either party may initiate this process by sending a written notice describing the dispute to the other party.

17.2. If the dispute is not resolved within 30 days of the initial notice, either party may refer the matter to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in London. The costs of mediation shall be shared equally between the parties.

17.3. If mediation does not resolve the dispute within 60 days of referral, either party may commence court proceedings in accordance with Section 18.

18. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Subject to the dispute resolution procedure in Section 17, the courts of England and Wales shall have exclusive jurisdiction.

19. General

• Entire agreement: These Terms, together with our Privacy Policy and any Order Form, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Third-party rights: These Terms do not confer any rights on any person or party other than the parties to these Terms under the Contracts (Rights of Third Parties) Act 1999.
• Notices: All notices under these Terms must be in writing and sent to the email addresses associated with the relevant account (for you) or to legal@mirasystems.co (for us).

20. Contact

For questions about these Terms, please contact:

MIRA SYSTEMS LTD
Email: legal@mirasystems.co
Address: 124 City Road, London, England, EC1V 2NX