Terms of service

These terms form a contract between Noah Resources Ltd and the organisation that subscribes to RNS Assist ("you"). They cover the Interview Studio. By opening an account, placing an order or using the Services, you accept these terms on behalf of your organisation and confirm that you have authority to do so.

1. Who we are

1.1RNS Assist and Out of the GRND are brands of Noah Resources Ltd ("we", "us"), a company registered in England and Wales with company number 16088691, whose registered office is at 3rd Floor Ivy Mill, Crown Street, Manchester, M35 9BG. Our VAT number is VAT number.

1.2You can contact us at contact@rnsassist.com. Formal notices under these terms should be sent to that address, or by post to our registered office.

2. Definitions

In these terms:

• Account means your company account and the user logins under it.
• Agreement means these terms, your order (including a plan bought on our website) and the Data Processing Agreement.
• AI Presenter means the presenter in an Interview: a likeness and voice generated by artificial intelligence and chosen by us.
• Approval means confirmation by one of your Owners or Approvers, using your company's publication PIN, that a particular Version may be published.
• Authorised User means anyone you allow to use the Services under your Account, such as your directors, staff and advisers.
• Customer Content means anything you or your Authorised Users provide: announcements, documents, briefs, images, logos, approved quotes, answers given in an Interview and instructions.
• Executive means a person who takes part in an Interview on your behalf.
• Inside Information has the meaning given in Article 7 of UK MAR.
• Interview means a recorded conversation between an Executive and an AI Presenter, prepared and produced through the Interview Studio.
• Our Channels means the websites and social media accounts we run under the Out of the GRND and RNS Assist names.
• Outputs means what the Services produce from Customer Content, including question sets, edited videos, clips, captions, transcripts and written copy.
• Plan means your subscription to the Interview Studio: a contract for 12 months that renews each year, with the allowance and fees described on our pricing page or in your order.
• Services means the Interview Studio and related support.
• UK MAR means Regulation (EU) No 596/2014 on market abuse as it forms part of the law of the United Kingdom.
• Version means one rendered edition of an Interview video and its clips, labelled, for example, v1.2.

3. The Services

3.1The Interview Studio helps you agree questions about information you have already announced, record an Interview with an AI Presenter, and produce an edited video, three short clips, captions, a transcript and written copy for your approval.

3.2Outputs are drafts until you approve them. They are produced with the help of artificial intelligence and can contain errors, omissions or wording that does not suit your circumstances. You must review every Output before you rely on it or publish it.

3.3We do not give legal, regulatory, financial or investment advice, and we are not authorised by the Financial Conduct Authority. Nothing in the Services or the Outputs is a recommendation to buy or sell securities.

3.4Your Nominated Adviser must be consulted before any Output is published. If your company does not have a Nominated Adviser, your sponsor, broker or legal advisers must be consulted instead.

3.5We aim to have an edited Interview ready for your review within about 20 minutes of it ending. That is a target, not a guarantee. Longer Interviews, and anything our checks pass to a person, take longer.

3.6We may improve and change the Services. If a change materially reduces what your Plan includes, we will tell you at least 30 days before it takes effect, and you may end the affected Plan with a refund of fees paid for the period after the change.

4. Your Account and Authorised Users

4.1You must give accurate information when you open an Account and keep it up to date.

4.2You are responsible for your Authorised Users and for everything done under your Account. Keep passwords and your publication PIN confidential, and tell us promptly at contact@rnsassist.com if you think either has been misused.

4.3Owners and Approvers can approve question sets and Versions, buy extra Interviews and deal with us about your Plan. Members can prepare work. You decide who holds each role.

4.4Two-step sign-in is available to every user. We may require it for Owners and Approvers.

4.5Each Authorised User must accept our Terms of use before using the Services, and again when we change them. You are responsible for making sure your Authorised Users follow them.

5. Interviews

5.1Interviews must be about information you have already announced through a Regulatory Information Service or otherwise made public. You must not use an Interview to disclose Inside Information for the first time.

5.2You agree the question set before the Interview. During the Interview the AI Presenter may change the order of the agreed questions and ask short follow-ups to cover points you marked as required, but it stays within the agreed subjects.

5.3You are responsible for choosing each Executive and for making sure they agree to take part, to be recorded, and to the use of the recording described in these terms. The studio tells the Executive what is recorded before recording starts.

5.4The AI Presenter is generated by artificial intelligence. We do not present it as a real person, and published Interviews identify it as AI-generated where the law or a platform's rules require. You must not ask us to create a likeness of any real person without our agreement and that person's written consent.

5.5Our systems flag passages that may contain information not previously announced, unsupported claims or confidential material. These checks help you. They do not replace your own review, and you remain responsible for what you approve.

5.6You may ask for changes to a Version as often as you need, within fair use, and each round produces a new Version. Our team may also suggest changes, which you will see in the Viewing Suite marked as ours.

5.7Only an Owner or Approver can give an Approval. An Approval covers one exact Version: if that Version changes, the Approval lapses and a new one is needed. Nothing is published without an Approval.

6. Publication and use of videos

6.1Approved Interviews are published on Our Channels under the Out of the GRND or RNS Assist name, as we choose, with that name's logo added after your Approval. We decide the timing and format of publication on Our Channels, acting reasonably and in line with the approved Version.

6.2You may share links to the Interview as published on Our Channels, and embed it where the platform allows, anywhere, including your own website and social media accounts.

6.3You may use the transcript and written copy produced for an approved Interview, alongside your links.

6.4If you ask us to take an Interview down from Our Channels, we will do so within 5 working days, and sooner where a regulator, a court or a material change in the facts requires it. We cannot recall copies made by others.

6.5When your Plan ends, Interviews already published on Our Channels may stay there, unless either of us asks for removal for a good reason, for example because the content has become misleading.

6.6Interviews published on Our Channels may be labelled as produced with or for your company.

6.7Your Plan includes own-channel rights: you may also download the approved Version and its clips from the Viewing Suite and publish them on channels you own or control. Those copies carry your branding but not the Out of the GRND or RNS Assist logo. Copies you published on your own channels during your Plan may stay there after it ends, unless either of us asks for removal for a good reason.

7. Your responsibilities as a listed company

7.1You remain solely responsible for your obligations under UK MAR, the AIM Rules for Companies, the UK Listing Rules, the Disclosure Guidance and Transparency Rules and any other rules that apply to you, and for the content, timing and accuracy of everything you approve or publish.

7.2Before publishing any Output you will obtain the review your rules require, including from your Nominated Adviser, sponsor, broker or legal advisers where relevant.

7.3You will make sure Customer Content is accurate, that you have the right to give it to us, and that using it as these terms describe does not infringe anyone's rights or break any law.

7.4You will not use the Services to make false or misleading statements, to manipulate the market, or to communicate a financial promotion in breach of section 21 of the Financial Services and Markets Act 2000.

8. Acceptable use

You must not, and must make sure your Authorised Users do not:

• access or try to access another customer's data, or probe or test the security of the Services without our written agreement;
• overload, disrupt, copy, reverse engineer or resell the Services, or access them by automated means other than through features we provide;
• upload malware, unlawful material, or material you have no right to use;
• use the Services to create content that is defamatory, discriminatory or harassing, or that imitates a real person without their consent;
• remove or hide the notices and labels we add to Outputs, including the test version marking.

9. Confidentiality and inside information

9.1Each party will keep the other's confidential information confidential, use it only to provide or receive the Services, and share it only with people who need it for that purpose and are bound by similar duties. Unpublished Customer Content is your confidential information.

9.2Clause 9.1 does not apply to information that is or becomes public other than through a breach of this clause, that the recipient already knew lawfully, or that it develops independently. Either party may disclose information where the law, a court or a regulator requires it, telling the other party first where it lawfully can.

9.3Where you share Inside Information with us, for example in material you upload before it is announced:

• we acknowledge the legal and regulatory duties that come with it, including the prohibitions on insider dealing and unlawful disclosure, and we are aware of the sanctions for breaching them;
• we limit access to the people who need it to provide the Services, and on request we will give you their names for your insider list;
• our people will not deal in your securities while they hold Inside Information about you, under a staff dealing policy we keep;
• you remain responsible for your insider list and for deciding when information is announced.

9.4These duties continue for five years after the Agreement ends, and for Inside Information until it is made public or stops being Inside Information.

10. Fees and payment

10.1Fees are as shown on our pricing page or in your order when you buy. They are in pounds sterling and exclude VAT, which we add at the applicable rate.

10.2Each Plan is a contract for 12 months from the day it starts. Its yearly fee is invoiced in 12 monthly instalments, each a twelfth of the fee rounded to the nearest penny in advance, and paid by card or, where we agree, by bank transfer against our invoice.

10.3Card payments are processed by Stripe. We do not see or store your full card details.

10.4Invoices are payable within 30 days of the invoice date. We may charge interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.

10.5Each Plan renews automatically for a further 12 months at the end of each contract year, unless it is ended under clause 11. We will give you at least 30 days' notice of a price increase before it applies at renewal.

10.6If a payment is not received when it is due, everything keeps working for 14 days. After that we pause new work until payment arrives. You can still sign in to watch your approved Interviews.

10.7Your Plan includes 2 Interviews each calendar month. An Interview counts once it starts, and unused Interviews do not carry over. No Plan includes an open-ended number of Interviews.

10.8Owners and Approvers can buy extra Interviews from the Plans page, by card or by asking for an invoice, at £750 each plus VAT, with or without a current Plan. With a Plan, an extra is used when the Plan's allowance for the period has been used. Without a Plan, one is used when you create a new Interview. Unused extras stay available while your Account is open, and an Interview made with an extra is published as described in clause 6.

11. Contract term and ending your Plan

11.1Your Plan runs for 12 months from the day it starts and then renews each year, as clause 10.5 describes. To stop it renewing, give us at least one month's notice before the renewal date, so by the end of the contract year's 11th month at the latest. It then ends at the end of that contract year, and you keep access until then.

11.2Ending a Plan does not end the duty to pay the instalments for the rest of its contract year, except where these terms say otherwise. Fees already paid are not refundable, except where these terms say otherwise or the law requires.

12. Suspension and ending the Agreement

12.1We may suspend all or part of the Services, with notice where practical, if payment is overdue beyond the period in clause 10.6, if you or an Authorised User materially breaches these terms, or if we reasonably believe suspension is needed to protect the Services, other customers or the integrity of the market.

12.2Either party may end the Agreement immediately by written notice if the other materially breaches it and does not put the breach right within 14 days of being asked to, or if the other becomes insolvent.

12.3We may end the Agreement on at least 90 days' notice for any reason, refunding fees paid for the period after it ends.

12.4When the Agreement ends your access ends, so download any approved videos you want to keep before then. Within 30 days you may ask us for a copy of the personal data we hold for you, as the Data Processing Agreement describes. We then delete Customer Content as it describes, except approval and audit records, which we keep for six years so that either party can show what was approved and when.

13. Intellectual property

13.1You keep all rights in Customer Content. You give us a non-exclusive, royalty-free licence to host, copy, process and adapt it to provide the Services, and to publish approved Interviews on Our Channels as described in clause 6.

13.2We own the Services, the software, the AI Presenters, our templates, names and logos, and the production we add, including the editing, titles, lower thirds and branded cards.

13.3We own the copyright in edited Interview videos and clips as produced, and license their use to you as set out in clause 6. Transcripts and written copy belong to you once created, and you may use them as you wish, subject to clause 6 for video.

13.4We may use feedback you give us about the Services without restriction.

13.5We do not use Customer Content to train artificial intelligence models, and we choose AI providers whose terms do not allow them to train their models on it.

14. Data protection

14.1Each party will comply with the UK GDPR and the Data Protection Act 2018.

14.2When we process personal data on your behalf to provide the Services, we do so as your processor under the Data Processing Agreement, which forms part of the Agreement.

14.3We process some personal data as a controller, for example to run Accounts, take payment, keep the Services secure and publish approved Interviews on Our Channels. Our Privacy Notice explains how.

15. Other providers

The Services rely on suppliers for hosting, artificial intelligence, the AI Presenter, transcription, email and payments, listed in the Data Processing Agreement. Publication on social media and video platforms is subject to those platforms' own terms, and we are not responsible for their availability or decisions.

16. Warranties

16.1We will provide the Services with reasonable skill and care.

16.2Apart from clause 16.1, the Services and Outputs are provided as they are. We do not promise that the Services will be uninterrupted or free of errors, or that Outputs will be accurate, complete or fit to publish without review.

16.3Each party confirms it has authority to enter into the Agreement.

17. Liability

17.1Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

17.2Neither party is liable for loss of profits, revenue, business or goodwill, for any fall in the value of shares or other securities, or for indirect or consequential loss.

17.3We are not liable for loss arising from your decision to approve, publish or rely on an Output, or from a breach by you of clause 7.

17.4Subject to clause 17.1, each party's total liability under or in connection with the Agreement in any 12-month period is limited to the fees paid and payable by you in that period. This limit does not apply to your obligation to pay fees. Liability for breach of clause 9 or under clause 18 is instead limited to three times those fees.

18. Indemnity

You will indemnify us against claims by third parties arising from Customer Content, including claims that it infringes their rights or is defamatory, or from your use of Outputs in breach of clause 7, provided that we tell you promptly about the claim, let you control its defence and do not settle it without your consent.

19. Changes to these terms

We may update these terms. We will email your Owners at least 30 days before a change that materially affects you takes effect. If you do not accept it, you may end the affected Plan before the change applies, with a refund of fees paid for the period after that date.

20. General

20.1Neither party is liable for delay or failure caused by events outside its reasonable control.

20.2You may not transfer the Agreement without our consent. We may transfer it to a successor to our business by giving you notice.

20.3The Agreement is the entire agreement between us about its subject. If its parts conflict, your order takes priority, then the Data Processing Agreement on data protection matters, then these terms.

20.4No one other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce the Agreement.

20.5If any part of the Agreement is found invalid, the rest stays in force. A delay in using a right does not waive it.

20.6The Agreement, and any dispute or claim arising from it, is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.