Connor — Terms of Service

Zindex Limited trading as Connor · Version 1.2 · 13 October 2026

These Terms govern the Connor Financial Promotions platform, including any agreed scheduled promotion monitoring. They do not cover the separate AI Monitoring product or other services unless expressly agreed in a separate scope and processing schedule. They apply when an Order Form referencing them is signed by both parties, or when they are accepted in the Service for the Customer, whichever is earlier. Acceptance in the Service covers the Customer's use of the Service before the date of acceptance. Until an Order Form is signed, the Service is provided as an evaluation: no fees are payable unless agreed in writing, and either party may end the evaluation at any time by written notice. Personal data processed for the Customer is governed by the Data Processing Agreement. Our Privacy Notice explains how we handle personal data. Use of runconnor.com is covered by the Website Terms.

1. Definitions

1.1 In these Terms:

1.2 Mandatory international transfer terms prevail where applicable, followed by the DPA on personal data matters. Otherwise the Order Form prevails, followed by expressly incorporated service schedules and these Terms. A separately signed master agreement prevails only to the extent expressly identified in the Order Form. No document overrides mandatory law.

2. The Service

2.1 The Service allows Authorised Users to submit financial promotions (images, PDFs, video and supported links), apply selected rules, receive AI-assisted findings, record review decisions, and keep and export Review Records. The Service also supports scheduled monitoring of agreed websites and social channels for financial promotions, at frequencies up to once daily. The Order Form sets out the selected features, sources, frequency, users and usage limits.

The Service excludes employee AI monitoring, endpoint scanning, autonomous publication and statutory approval by Zindex. Any additional product requires an expressly agreed scope and processing schedule.

2.2 We will provide the Service with reasonable skill and care.

2.3 A submitted link authorises us to retrieve that item and its immediate page or post context. Scheduled monitoring must be selected in the Order Form, with the sources and frequency recorded in its Deployment Schedule. Retrieval and monitoring use authorised providers and lawful access; neither authorises bypassing access restrictions. Scheduled checks are not real-time monitoring. Content changed or removed between checks, access restrictions and source availability may affect coverage. These limitations do not reduce our obligation to provide the agreed Service with reasonable skill and care.

2.4 Support is available at support@runconnor.com.

2.5 We may update and improve the Service without materially reducing the agreed functionality or security. We will notify the Customer of material changes affecting its contracted use, with reasonable advance notice where practicable. Necessary urgent security or legal changes may take effect sooner, with prompt explanation.

3. Customer responsibilities

3.1 The Customer will:

• make sure Authorised Users keep their login details confidential and do not share accounts;
• remove access promptly when a user no longer needs it;
• make sure it has the rights and permissions needed to submit Customer Data and instruct retrieval and monitoring of the agreed sources;
• provide accurate information about the entity, market, audience and product being reviewed;
• keep its own copy of any records it must retain by law.

3.2 The Customer must not submit special category data, criminal offence data, identity documents, payment card data, account credentials or private customer account records unless expressly authorised in a written variation to the processing schedule with the necessary lawful basis and safeguards.

3.3 The Customer is responsible for the acts and omissions of its Authorised Users.

4. Acceptable use

4.1 The Customer must not, and must ensure its Authorised Users do not:

• access another customer's data or try to bypass security controls;
• upload malicious code or disrupt the Service;
• copy, resell or make the Service available to third parties;
• reverse engineer the Service, except as permitted by law;
• use the Service unlawfully or to infringe anyone's rights.

4.2 Security testing of the Service requires our prior written agreement, except where applicable law or an agreed regulator/audit right requires otherwise. This does not restrict legally protected vulnerability reporting. Report suspected vulnerabilities to hi@runconnor.com.

5. Compliance aid

5.1 The Service is a compliance aid. It does not replace the Customer's own legal and regulatory review. The Customer remains solely responsible for deciding whether to approve, amend, withdraw or publish a promotion.

5.2 Findings, ratings and in-app approvals are not legal or regulatory advice and are not approval of a financial promotion by Zindex under the Financial Services and Markets Act 2000. Findings are based only on the material and context supplied and may be incomplete or inaccurate.

5.3 Where a review cannot be completed, for example because a file is unreadable or a link cannot be retrieved, the Service will show this. The Customer must not treat an incomplete review as a pass.

5.4 The Customer's responsibility for promotion decisions does not remove our obligation to provide the Service with reasonable skill and care.

6. Customer Data and AI

6.1 We will use Customer Data and Review Records only to provide, secure and support the Service and to comply with law. Clauses 6.2–6.4 apply to both.

6.2 We will not sell Customer Data, use it for advertising, or use it to train or fine-tune any AI model that is shared with other customers or offered generally.

6.3 We use AI providers under terms that prohibit them from training on Customer Data.

We will not opt into provider training or data-sharing programmes for Customer Data. Any provider retention for security, abuse prevention or legal requirements must be disclosed in the Deployment Schedule; a training restriction does not promise zero retention. Customer material will not be added to shared demonstrations or evaluation collections.

6.4 We may create anonymous, aggregated statistics about use and performance of the Service, such as volumes, processing times and how often generic rules are triggered. These statistics will not contain Customer Data or identify the Customer or any individual.

Aggregation must prevent reasonably likely identification, including through small groups or combination with other information. Statistics must exclude confidential customer policies, rule text and identifiable review outcomes. Any processing of personal data to create them requires the instructions and safeguards in DPA clause 3.5.

7. Fees and payment

7.1 The Customer will pay the fees in the Order Form. Fees exclude VAT, which is payable in addition.

7.2 Invoices are payable within 15 days of the invoice date.

7.3 We may charge interest on overdue amounts at 4% a year above the Bank of England base rate, accruing daily from the due date until payment.

7.4 If an invoice is overdue, we may suspend the Service after giving 7 days' written notice.

8. Term and renewal

8.1 The Agreement starts on the date in the Order Form and continues for the initial term stated there.

8.2 A paid annual subscription renews automatically for successive 12-month periods unless either party gives written notice at least 60 days before the end of the current term. A pilot or evaluation ends on its end date and does not convert to a paid subscription. Other terms renew only as expressly stated in the Order Form.

8.3 We may change fees for a renewal term by giving at least 60 days' written notice before the renewal date.

There is no automatic price-increase cap. The Customer may decline renewal within 30 days of receiving an increase notice, even if the deadline in clause 8.2 has passed. Without timely price notice, existing fees continue for that renewal term. Fees do not change mid-term unless agreed in writing.

9. Intellectual property

9.1 The Customer and its licensors retain ownership of Customer Data, including rulebooks, rules and policies the Customer creates or supplies, whether created within the platform or uploaded to it. The Customer grants us a non-exclusive licence to use Customer Data to provide the Service. Creating or configuring a rulebook in the platform does not transfer ownership of the Customer’s original content to us. Each party and its licensors retain ownership of their underlying intellectual property incorporated into a customised rulebook.

9.2 We and our licensors own the intellectual property in the Service, including the software, our rulebooks and rule templates, methods and the format of outputs, excluding Customer Data and the Customer’s intellectual property described in clause 9.1. The Customer receives a non-exclusive, non-transferable right to use the Service for its internal business purposes during the term.

9.3 The Customer may use its Review Records for its internal business and regulatory purposes, including after the Agreement ends, and may share them with its advisers, auditors and regulators.

9.4 We may use voluntary general feedback to improve the Service. This does not permit use or disclosure of Customer Data, Review Records or confidential information beyond the Agreement, or override clause 6.

10. Confidentiality

10.1 Each party will keep the other's confidential information confidential, use it only for the Agreement and disclose it only to its personnel, Affiliates, advisers and subcontractors who need to know it and are bound by equivalent obligations.

10.2 Customer Data, Review Records, unpublished promotions, pricing and security information are confidential.

10.3 These obligations do not apply to information that is or becomes public other than through breach, was already lawfully known to the recipient, is independently developed, or is lawfully received from a third party without restriction.

10.4 A party may disclose confidential information when required by law or by a regulator. Where lawful, it will give the other party notice first.

10.5 On termination, each party will return or destroy the other's confidential information, subject to the agreed exit process and legally required retention. A legal retention exception does not permit keeping the entire customer library. Confidentiality continues while protected information is held, including authorised backup copies.

11. Publicity

11.1 We may name the Customer and display its logo in customer lists on our website and in sales materials, unless the Customer asks us not to.

11.2 Case studies, quotes and any description of the Customer's results require the Customer's prior written consent.

12. Data protection and security

12.1 Each party will comply with applicable data protection law. The DPA governs personal data we process for the Customer.

12.2 We will maintain appropriate technical and organisational security measures, as described in the DPA.

12.3 We will notify the Customer without undue delay after becoming aware of a security incident materially affecting Customer Data, Review Records or the contracted Service. The DPA governs personal data breaches. Support hours do not postpone this duty; no fixed-hour deadline applies unless expressly agreed in the Order Form.

13. Audit

13.1 Audits of our processing of personal data are governed by the DPA.

13.2 We will co-operate with the Customer's regulators as required by law.

14. Warranties

14.1 Each party warrants that it has authority to enter into the Agreement.

14.2 We do not warrant that the Service will identify all non-compliant content or every issue in a promotion, or that it will be uninterrupted or error-free.

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

15. Indemnity

15.1 The Customer will defend and indemnify us against any third-party claim arising from Customer Data, from our use of it in accordance with the Agreement, or from the Customer's breach of clause 4, and pay any resulting damages, costs and settlements.

15.2 We will notify the Customer promptly of any such claim, allow it to control the defence and settlement, and provide reasonable assistance at its cost.

The indemnity is subject to clause 16 and excludes loss caused by our breach, negligence or processing outside the Customer's lawful instructions. Late notice reduces the obligation only to the extent it materially prejudices the defence. A settlement imposing an admission or non-monetary obligation on us requires our prior written consent, not unreasonably withheld.

16. Limitation of liability

16.1 Nothing in the Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited by law.

16.2 Neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, goodwill or business opportunity.

16.3 Subject to clauses 16.1 and 16.4, each party's total liability in each 12-month period from the start date is limited to the greater of £10,000 and the fees paid or payable in that period.

16.4 Each party's total liability for breach of confidentiality or data protection obligations, and the Customer's liability under clause 15, is limited in each 12-month period to the greater of £50,000 and three times the fees paid or payable in that period. This limit includes any amount counted under clause 16.3.

16.5 The limits in this clause do not apply to the Customer's obligation to pay fees.

16.6 Related claims are allocated to the period of the first event giving rise to them and cannot be counted in multiple periods. No party may recover twice for the same loss. These limits do not restrict individuals' statutory data-protection rights, regulatory powers or non-excludable obligations under transfer instruments. The stated limits are not representations of insurance cover.

17. Suspension and termination

17.1 We may suspend access to the extent reasonably necessary to deal with a security threat or a breach of clause 4. We will give notice where practicable and restore access once the issue is resolved.

17.2 Either party may terminate the Agreement by written notice if the other:

• commits a material breach that is not remedied within 10 Business Days of written notice;
• repeatedly breaches the Agreement; or
• becomes insolvent, enters administration or liquidation, or ceases business.

17.3 Prepaid fees are not refundable, except where the Customer terminates for our material breach.

18. Exit

18.1 For 30 days after the Agreement ends, the Customer may export its Customer Data and Review Records. On request we will provide one assisted export in a commonly used format at no extra charge.

18.2 After the exit period we will delete Customer Data and Review Records within 30 days, unless the law requires retention or the Customer instructs earlier return or deletion under the DPA. Backup and provider-copy expiry periods are recorded in the Deployment Schedule; pending copies remain protected and beyond ordinary use. We will confirm deletion in writing on request.

19. Force majeure

19.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it notifies the other promptly and takes reasonable steps to limit the effect. This does not excuse payment obligations.

19.2 If a force majeure event continues for more than four weeks, the unaffected party may terminate the Agreement on 7 days' written notice.

19.3 Force majeure does not remove confidentiality, data-protection, security-incident notification or data-return obligations. Supplier failure qualifies only where it meets clause 19.1, including reasonable prevention and mitigation.

20. Assignment and subcontracting

20.1 The Customer may not assign or transfer the Agreement without our prior written consent.

20.2 We may assign or novate the Agreement to an Affiliate or to a successor to all or substantially all of our business, on written notice to the Customer.

The Customer consents to such a transfer provided the successor assumes the Agreement's obligations in writing and applicable data-protection and regulatory requirements are met. The notice must identify the successor and effective date. Transfer does not release accrued liabilities or reduce agreed protections, and takes effect only when legally effective arrangements are in place.

20.3 We may use subcontractors and sub-processors in accordance with the DPA. We remain responsible for their performance.

21. Notices

21.1 Notices must be in writing and sent by email to the contacts in the Order Form. Notices to us go to hi@runconnor.com, marked "Contract notice".

21.2 An email notice is received when sent, unless the sender receives a delivery failure. A notice received outside business hours is received on the next Business Day.

22. Dispute resolution

22.1 The parties will first try to resolve any dispute through their senior representatives within 20 Business Days of a written notice describing it.

22.2 This does not prevent either party from seeking urgent relief from a court or recovering unpaid fees.

23. General

23.1 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all earlier proposals and understandings. Terms in a purchase order do not apply.

23.2 Variation. Changes to the Agreement must be in writing and signed by both parties, except fee changes under clause 8.3 and updates under clause 23.3.

23.3 Updates. We may update these Terms by giving at least 30 days' written notice to the Customer's administrators, describing the changes. An update that materially reduces the Customer's rights takes effect at the next renewal, unless the Customer accepts it earlier in the Service or in writing. A Customer that objects to an update may terminate the Agreement by written notice before it takes effect. Corrections that do not change either party's rights or obligations may be made without notice.

23.4 Waiver. A delay in exercising a right is not a waiver of it.

23.5 Severance. If any provision is invalid, the rest of the Agreement continues in force.

23.6 Relationship. The parties are independent contractors. Nothing creates a partnership or agency.

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

23.8 Survival. Clauses 6, 9, 10, 15, 16, 18 and 22 to 24 survive termination.

24. Governing law and jurisdiction

24.1 The Agreement and any non-contractual obligations arising from it are governed by the law of England and Wales.

24.2 The courts of England and Wales have exclusive jurisdiction.