Terms of service

1. What Scrutti is – and isn't

1. Scrutti is a support tool for a Firm's compliance function. It reads the case files the Firm uploads, applies a rulebook and suggests findings, a file grade and an advice verdict for a named person at the Firm to review.
2. Scrutti does not give financial advice, legal advice or regulatory advice, and does not replace the Firm's own compliance function, SMF16 or senior managers. The Firm remains responsible for its advice, its file reviews, its decisions and its regulatory obligations.
3. Suggested results can be wrong or incomplete, particularly where documents are missing, unclear or of poor quality. The Firm must review every result before relying on it.
4. Rulebooks reflect our reading of the rules and good practice at the date of each version. They are not legal advice and do not guarantee that a file meets FCA rules. We don't claim that using Scrutti makes a Firm compliant.
5. Scrutti is not a record-keeping system. Uploaded files – documents, call recordings and transcripts – are deleted within 2 days of the check (or remedial action) being signed off, or 10 days after upload at the latest, and we don't keep copies beyond that. Files can't be kept for longer. Only the uploads are deleted: the file review sheet for each case, findings, reviews, remedial actions, MI, reports and the File Check Log stay available while the Firm subscribes and can be exported.

2. Accounts and users

1. The Firm decides who has access and in which role, and is responsible for everything done under its users' accounts.
2. Every user must use two-factor authentication, keep their sign-in details secure and accept the in-app user agreement.
3. The Firm must tell us promptly if it suspects any unauthorised access.
4. Access starts once we have approved the Firm's registration, which includes checking the Firm on the FCA Financial Services Register. We may decline a registration, for example if we can't verify the Firm.

3. Subscription, checks and fees

1. Scrutti is sold as a rolling monthly subscription with a set number of checks each month, plus any optional top-ups, compliance projects or bespoke rulebook work agreed in writing.
2. Fees are shown in the app or in our quote, are payable monthly in advance and are exclusive of VAT, which is added where applicable.
3. Unused checks roll over for one month and then expire. Top-up checks expire 12 months after purchase. Checks have no cash value.
4. Introductory offers apply only as described when the Firm signs up.
5. If an invoice is unpaid 14 days after its due date, we may suspend access after giving notice. We may charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.
6. We may change our fees by giving at least 30 days' notice. The new fees apply from the next billing month.

4. Ending the subscription

1. There is no minimum term. The Firm can cancel at any time by emailing us or through its billing settings; the subscription ends at the end of the current billing month. Fees already paid are not refunded, except where the law requires.
2. We can end the subscription with 30 days' notice, or immediately if the Firm materially breaches these terms and doesn't put it right within 14 days of being asked, becomes insolvent, or uses Scrutti unlawfully.
3. When the subscription ends, the Firm has 30 days to download its reports and exports. After that we delete the Firm's data in line with our data processing agreement, unless the law requires us to keep it.

5. The Firm's responsibilities

1. Only upload data the Firm is allowed to share with us, and tell its clients how their data is used, including that a file-checking provider may process it.
2. Use Scrutti only for the Firm's own compliance checking and in line with the law and FCA rules.
3. Don't try to access other firms' data, test or bypass our security, reverse engineer the service, overload it, or use it to build a competing product.
4. Don't upload malware or anything unlawful.
5. Keep its own copies of everything it uploads and meet its own record-keeping obligations (including under the FCA Handbook and data protection law). The Firm must not rely on Scrutti to store its records.

6. Data protection and confidentiality

1. For client data in the files the Firm uploads, the Firm is the controller and Scrutti is its processor. Our data processing agreement forms part of these terms.
2. For account, contact and billing data about the Firm's users, Scrutti is a controller and uses it as described in our privacy notice.
3. Each party will keep the other's confidential information confidential and use it only for the purposes of these terms. This doesn't apply to information that is public, already known to the recipient, or that must be disclosed by law or a regulator.
4. We never use the Firm's client data to train AI models.
5. We may create and use anonymised, aggregated statistics about how the service is used – for example how many checks are run, typical grades, how often reviewers agree with the checker, and common themes by advice area. These statistics are not personal data: they never identify a client, an adviser or a firm, and we only publish figures drawn from at least three firms. We use them to improve the service and to publish industry insights, and they belong to us. Our data processing agreement explains how this fits with our role as processor.

7. Intellectual property

1. The Firm owns its data, including uploaded files and its own notes. It gives us a licence to use that data only to provide Scrutti to the Firm.
2. We own Scrutti, its software, design, rulebooks, methodology and reports templates. The Firm may use reports and exports produced for it for its own business, including sharing them with its board, regulators, auditors and insurers.
3. Bespoke rulebooks built from the Firm's own standards: the Firm owns its standards; we own the format and methodology used to apply them.
4. If the Firm gives us feedback, we may use it to improve Scrutti.

8. Service availability and changes

1. We aim to keep Scrutti available at all times but don't guarantee uninterrupted service. We may carry out planned maintenance and will try to give notice of anything significant.
2. We may improve and change Scrutti and publish new rulebook versions. Every rulebook version is kept with its change log, and earlier checks keep the version they were checked against.
3. If we make a change that significantly reduces the service, we'll give at least 30 days' notice and the Firm may cancel.

9. Liability

1. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that can't be limited by law.
2. We are not liable for: loss of profits, revenue, business or goodwill; indirect or consequential loss; or loss arising from the Firm's advice, its compliance decisions, regulatory action against it, redress it pays, or its reliance on a suggested result without proper review; or the deletion of uploaded files in line with these terms.
3. Subject to clause 9.1, each party's total liability to the other in any 12-month period is limited to the fees paid or payable by the Firm in that period. For breaches of the data processing agreement or confidentiality, the limit is twice that amount.
4. Except as set out in these terms, all warranties and conditions implied by law are excluded to the extent the law allows.

10. General

1. We may update these terms. We'll give at least 30 days' notice of material changes; if the Firm doesn't agree, it may cancel before they take effect.
2. Neither party is liable for delays caused by events outside its reasonable control.
3. The Firm may not transfer its rights under these terms without our consent. We may transfer them to a buyer of our business, on notice.
4. These terms, the data processing agreement and any order or quote are the whole agreement between us. If there's a conflict, the data processing agreement takes priority on data protection.
5. Nobody other than the parties has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
6. If any part of these terms is found invalid, the rest still applies.
7. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

11. Contact

Questions about these terms: [support@your-domain]. Notices should be sent by email to that address and to our registered office.