Terms of Service

1. Definitions

In these Terms of Service, the following definitions apply:

• "Regnor", "we", "us", "our" — the sole-trader business operating under the trading name Regnor, providing Optimisation as a Service.
• "Client", "you", "your" — the individual or organisation that submits an enquiry, enters into a Statement of Work, or otherwise engages our services.
• "Services" — the Optimisation as a Service offering described on our website, including simulator construction, autonomous optimisation experiments, and delivery of parameter recommendations.
• "Statement of Work" or "SOW" — the written agreement between Regnor and the Client setting out the scope, deliverables, timeline, and fees for a specific engagement.
• "Deliverables" — the outputs produced during an engagement, including parameter recommendations, experiment logs, structural findings reports, and any other materials specified in the SOW.
• "Client Data" — operational data provided by the Client for the purpose of building a simulator, including but not limited to sales history, inventory records, pricing data, cost structures, schedules, and route data.
• "Simulator" — the deterministic computational model of the Client's operations built by Regnor from Client Data.
• "Confidential Information" — any non-public information disclosed by either party in connection with an engagement, including Client Data, methodology, pricing, and business information.

2. The Service

Regnor provides Optimisation as a Service — a consulting engagement in which we:

• Review your operational data and assess whether the autoresearch optimisation pattern applies to your situation
• Define a precise, measurable objective metric in collaboration with you
• Build a deterministic simulator of your operations from your historical data
• Deploy an autonomous AI agent to run experiments against the simulator, adjusting parameters and measuring results
• Deliver actionable parameter recommendations, a full experiment log, and structural findings

Each engagement is scoped individually. The specific scope, deliverables, timeline, and fees are set out in a Statement of Work agreed between Regnor and the Client before work begins. These Terms of Service govern all engagements and apply in addition to any SOW. In the event of conflict between these Terms and an SOW, the SOW prevails.

We reserve the right to decline any enquiry or engagement at our sole discretion, including where we do not believe the pattern will produce meaningful results for the Client.

3. Eligibility and Authority

By submitting an enquiry or entering into an engagement with Regnor, you represent and warrant that:

• You are at least 18 years of age
• You have the legal authority to enter into a binding commercial agreement on behalf of yourself or your organisation
• You are authorised to share the Client Data you provide with Regnor for the purposes described in the SOW
• The Client Data you provide does not infringe the intellectual property rights, privacy rights, or other rights of any third party
• You will comply with all applicable laws in connection with your use of our services

4. Enquiry and Scoping Process

Submitting an enquiry through our website does not create a binding contract. It initiates a scoping process in which we assess whether an engagement is appropriate.

Following receipt of an enquiry, we will:

• Respond within 1–2 business days to acknowledge receipt
• Schedule a scoping call to review your data situation, define the objective metric, and assess fit
• Provide an honest assessment of whether the pattern applies and what level of improvement is plausible
• If appropriate, issue a Statement of Work setting out the proposed scope, deliverables, timeline, and fees

We will not proceed with an engagement unless we are confident the pattern applies and meaningful results are achievable. If we do not believe an engagement is appropriate, we will say so clearly and will not charge for the scoping process.

5. Engagement and Delivery

5.1 Commencement

Work begins upon receipt of the agreed deposit payment and execution of the Statement of Work by both parties. The timeline specified in the SOW runs from the date we receive the Client Data in the agreed format.

5.2 Delivery Timeline

Our standard delivery timeline is 5–7 working days from receipt of Client Data. The specific timeline for each engagement is set out in the SOW. Timelines are estimates based on the complexity of the engagement and the quality of data provided. We will notify the Client promptly if we anticipate any delay.

5.3 Deliverables

Standard deliverables include: a parameter recommendations document with current vs. recommended values; a full experiment log; structural findings identifying what can and cannot be improved by parameter tuning; and a 30-day follow-up call. Additional deliverables may be specified in the SOW.

5.4 Revisions

If the Client believes a deliverable does not meet the agreed scope, they must notify us in writing within 14 days of delivery. We will review the concern and, where appropriate, revise the deliverable at no additional charge. Revision requests outside the agreed scope may be subject to additional fees.

5.5 Follow-Up

A 30-day follow-up call is included in all standard engagements to review implementation results and address questions. Re-optimisation runs on updated data are available as a separate engagement.

6. Client Obligations

The Client agrees to:

• Provide accurate, complete, and representative historical data in the format agreed in the SOW
• Notify Regnor promptly of any material inaccuracies or gaps in the data provided
• Respond to reasonable requests for clarification within 2 business days
• Ensure that the data provided does not contain personal data beyond what is necessary and agreed in the Data Processing Agreement
• Implement the parameter recommendations in their own systems and tools — Regnor does not implement recommendations on the Client's behalf unless explicitly agreed in the SOW
• Not reverse-engineer, copy, or attempt to replicate the simulator or methodology for use outside the agreed engagement

7. Payment Terms

7.1 Fees

Fees for each engagement are set out in the Statement of Work. All fees are quoted exclusive of VAT unless otherwise stated. VAT will be added where applicable at the prevailing rate.

7.2 Payment Schedule

Unless otherwise agreed in the SOW, the standard payment schedule is: 50% deposit upon execution of the SOW (required before work begins); 50% balance upon delivery of the final Deliverables.

7.3 Payment Method

Payment is accepted by bank transfer to the account details provided in the invoice. Payment is due within 14 days of the invoice date unless otherwise specified in the SOW.

7.4 Late Payment

Invoices not paid within the agreed payment terms will accrue interest at 8% per annum above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We reserve the right to suspend delivery of Deliverables until outstanding invoices are settled.

7.5 Refunds

The deposit is non-refundable once work has commenced. If we are unable to deliver the agreed Deliverables due to our own failure, we will refund the deposit in full. If an engagement is cancelled by the Client after work has commenced, fees will be charged on a pro-rata basis for work completed.

8. Intellectual Property

8.1 Client Ownership of Deliverables

Upon receipt of full payment, the Client owns all Deliverables produced specifically for their engagement, including parameter recommendations, experiment logs, and reports. Regnor assigns all intellectual property rights in the Deliverables to the Client upon full payment.

8.2 Regnor Intellectual Property

The underlying methodology, tooling, simulator architecture, optimisation algorithms, and any pre-existing intellectual property used in the delivery of the Services remain the exclusive intellectual property of Regnor. Nothing in these Terms or any SOW transfers ownership of Regnor's intellectual property to the Client.

8.3 Client Data

The Client retains all ownership rights in the Client Data. Regnor is granted a limited, non-exclusive licence to use the Client Data solely for the purpose of delivering the agreed Services. This licence terminates upon completion of the engagement and deletion of the Client Data.

8.4 Feedback

If the Client provides feedback, suggestions, or ideas regarding the Services, Regnor may use such feedback without restriction or compensation, provided it does not identify the Client or disclose Confidential Information.

9. Confidentiality

9.1 Mutual Obligations

Both parties agree to keep Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the disclosing party. Each party will use Confidential Information only for the purposes of the engagement.

9.2 Regnor's Obligations

Regnor will not disclose Client Data, engagement details, findings, or any other Client Confidential Information to any third party under any circumstances. Regnor will not use Client Confidential Information for any purpose other than delivering the agreed Services.

9.3 Client's Obligations

The Client will treat Regnor's methodology, tooling, pricing, and any proprietary information disclosed during the engagement as Confidential Information and will not disclose it to third parties or use it to replicate the Services independently.

9.4 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice where permitted.

9.5 Duration

Confidentiality obligations survive termination of the engagement for a period of 5 years.

10. Data Protection

Both parties will comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

Where Client Data contains personal data, the Client is the data controller and Regnor is the data processor. Before processing any personal data, the parties will enter into a Data Processing Agreement (DPA) that complies with Article 28 of the UK GDPR.

Regnor's data practices are described in full in our Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

11. Results and Warranties

11.1 Nature of Results

Optimisation results are based on a simulator built from historical Client Data. The simulator models the Client's operations as they existed during the period covered by the data. Results represent modelled improvements under the assumptions of the simulator and are not a guarantee of equivalent improvements in live operations.

11.2 Factors Outside Our Control

Live operational results may differ from modelled results due to factors including but not limited to: changes in market conditions, supplier behaviour, customer demand, or operational processes after the data period; inaccuracies or gaps in the Client Data provided; failure to implement recommendations correctly; and external events beyond either party's control.

11.3 Warranties

Regnor warrants that: (a) the Services will be performed with reasonable skill and care; (b) the Deliverables will conform to the scope agreed in the SOW; and (c) we will not knowingly include inaccurate information in the Deliverables.

Except as expressly stated in these Terms, all warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.

12. Limitation of Liability

12.1 Cap on Liability

Regnor's total aggregate liability to the Client for any and all claims arising out of or in connection with an engagement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim.

12.2 Excluded Losses

Regnor shall not be liable for any: loss of profits; loss of revenue; loss of business; loss of anticipated savings; loss of goodwill; loss of data; indirect, special, or consequential loss; or any loss arising from the Client's failure to implement recommendations correctly or in a timely manner.

12.3 Exceptions

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

12.4 Mitigation

The Client has a duty to take reasonable steps to mitigate any loss or damage suffered. Regnor's liability will be reduced to the extent that the Client fails to mitigate.

13. Indemnity

The Client agrees to indemnify, defend, and hold harmless Regnor from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of these Terms or any SOW
• The Client's use of the Deliverables in a manner not contemplated by the SOW
• Any claim that the Client Data infringes the intellectual property rights, privacy rights, or other rights of any third party
• The Client's failure to comply with applicable data protection law in connection with the Client Data provided

14. Termination

14.1 Termination by Either Party

Either party may terminate an engagement immediately by written notice if the other party: (a) commits a material breach of these Terms or the SOW and fails to remedy it within 14 days of written notice; (b) becomes insolvent, enters administration, or is subject to a winding-up order; or (c) ceases to carry on business.

14.2 Termination by Client

The Client may terminate an engagement at any time by written notice. In such case, fees will be charged on a pro-rata basis for work completed up to the date of termination. The deposit is non-refundable once work has commenced.

14.3 Termination by Regnor

Regnor may terminate an engagement if the Client fails to provide the agreed Client Data within 30 days of the agreed start date, fails to pay any invoice within 30 days of the due date, or acts in a manner that makes continued engagement impractical or inappropriate.

14.4 Effect of Termination

Upon termination: all licences granted under these Terms cease; each party will return or destroy the other's Confidential Information; Regnor will delete Client Data in accordance with Section 6 of the Privacy Policy; and any provisions that by their nature should survive termination (including confidentiality, intellectual property, limitation of liability, and governing law) will continue in force.

15. Website Use

Our website at regnor.systems is provided for informational purposes. You may use the website for lawful purposes only. You must not: use the website in any way that violates applicable law; transmit any unsolicited commercial communications; attempt to gain unauthorised access to any part of the website or its infrastructure; or use automated tools to scrape, crawl, or extract data from the website without our prior written consent.

We reserve the right to modify, suspend, or discontinue the website at any time without notice. We are not liable for any loss resulting from unavailability of the website.

The website may contain links to third-party websites. We are not responsible for the content, privacy practices, or availability of those sites.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any applicable SOW and DPA, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior agreements, representations, and understandings.

16.2 Amendments

We may update these Terms from time to time. Material changes will be notified by updating the "Last updated" date. Continued use of our services after changes are posted constitutes acceptance. Changes do not affect engagements already in progress under an existing SOW.

16.3 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

16.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

16.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without Regnor's prior written consent. Regnor may assign its rights and obligations to a successor business, provided the Client is notified in advance.

16.6 Force Majeure

Neither party will be liable for failure to perform obligations due to circumstances beyond their reasonable control, including natural disasters, government actions, pandemics, or infrastructure failures, provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.

16.7 No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Regnor operates as an independent contractor.

17. Governing Law and Disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by and construed in accordance with the laws of England and Wales.

The parties agree to attempt to resolve any dispute informally in the first instance by contacting the other party in writing and allowing 30 days for resolution. If the dispute cannot be resolved informally, either party may refer it to mediation before commencing legal proceedings.

Subject to the above, the parties submit to the exclusive jurisdiction of the courts of England and Wales.

18. Contact

For any questions about these Terms of Service, to request a Data Processing Agreement, or to discuss an engagement, please contact us:

• Email: romil@regnor.systems
• Website: regnor.systems

We aim to respond to all enquiries within 2 business days.