Terms of Service

1. About These Terms

These Terms of Service ("Terms") govern your use of CodeClaim ("the Service"), operated by Jelifish Ltd, a company registered in England and Wales ("we", "us", "our"). By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy.

CodeClaim is a software tool that analyses GitHub repositories to produce draft R&D tax credit reports. The Service is designed for UK-based software companies.

The Service is intended solely for business use. By using the Service, you confirm that you are acting in the course of your business and not as a consumer. If you are an individual acting outside the course of a business, you should not use the Service.

2. Important Disclaimers

The Service is a software report generation tool only. We do not provide tax advice, accounting services, legal advice, or claims management services. All reports generated by the Service are drafts intended to assist you and your professional tax advisers in preparing R&D tax credit claims.

You must have all reports generated by the Service reviewed by a qualified tax adviser before submitting any claim to HMRC. If you choose to submit a report or claim to HMRC without obtaining independent professional review, you do so entirely at your own risk and accept full responsibility for the content, accuracy, and consequences of that submission.

You are solely responsible for the accuracy and completeness of any R&D tax credit claim submitted to HMRC. We make no representations or warranties regarding the eligibility of your activities for R&D tax credits, the accuracy of AI-generated classifications, or the outcome of any claim submitted to HMRC.

3. No Agency or Advisory Relationship

CodeClaim is a software tool. Jelifish Ltd is not registered as a tax agent with HMRC and does not act as your agent, tax adviser, or representative in any dealings with HMRC or any other body.

Nothing in these Terms, and no use of the Service, creates a relationship of agent and principal, adviser and client, or any fiduciary relationship between you and Jelifish Ltd. We do not owe you a duty of care in relation to the content of any R&D tax credit claim.

The Service does not assess whether your specific activities qualify for R&D tax relief. It generates draft reports based on automated analysis of code commits. The determination of qualifying R&D activities is a matter for you and your professional advisers.

4. AI-Powered Analysis

CodeClaim uses AI (Anthropic Claude) to analyse your code commits and classify R&D activities. Commit diffs (not full source code) are sent to the AI for analysis.

By using the Service, you acknowledge and consent to this processing. AI analysis is inherently probabilistic and may produce incorrect classifications. You must review all AI-generated outputs before relying on them.

5. Eligibility and Account Registration

To use the Service, you must be at least 18 years old and have the authority to bind the organisation on whose behalf you are using the Service. You must provide accurate and complete registration information and keep your account credentials secure.

You are responsible for all activity that occurs under your account. Notify us immediately at hello@jelifish.co.uk if you suspect unauthorised access to your account.

6. Permitted Use

You agree to use the Service only for its intended purpose:

• Analysing your own GitHub repositories (or those you have authorisation to analyse)
• Generating draft R&D tax credit reports
• Assisting with your legitimate R&D tax credit claims

You must not:

• Use the Service to analyse repositories you do not have permission to access
• Attempt to reverse-engineer, decompile, or extract the Service's algorithms or models
• Use the Service for fraudulent R&D tax credit claims
• Resell, sublicence, or redistribute the Service or its outputs without our written consent
• Interfere with the operation of the Service or circumvent any access restrictions

7. Fees and Billing

The Service offers both free and paid tiers, including subscription plans and pay-as-you-go report purchases. Paid subscriptions are billed in advance on a monthly or annual basis in GBP. All prices are exclusive of VAT unless stated otherwise.

All fees charged by CodeClaim are software licensing fees for access to the report generation service. Fees are not contingent on, and do not represent a commission, success fee, or share of, any R&D tax credit claim or refund you may receive from HMRC. Where fees are calculated by reference to an estimated claim value, this is solely a pricing mechanism for the software service and does not create any advisory, agency, or results-based relationship.

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. We do not provide refunds for partial billing periods. Pay-as-you-go purchases are non-refundable once the report has been generated.

We reserve the right to change our pricing with 30 days' notice. Continued use of the Service after a price change constitutes acceptance of the new pricing.

8. Data and Intellectual Property

You retain all intellectual property rights in your code and repositories. We do not claim any ownership of your source code or generated reports.

You grant us a limited licence to access and process your repository data (specifically commit diffs) solely for the purpose of providing the Service. This licence terminates when you delete your account or revoke GitHub access.

The Service, including its design, algorithms, and documentation, is our intellectual property and is protected by applicable copyright and other intellectual property laws.

9. Data Processing

We process your data in accordance with our Privacy Policy. Key points:

• Only commit diffs are sent to our AI provider (Anthropic) for analysis — not your full source code
• Raw code diffs are deleted after analysis; only classification results are retained
• You can request deletion of all your data at any time (right to erasure)

10. Your Indemnification Obligations

You agree to indemnify and hold harmless Jelifish Ltd, its directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Any R&D tax credit claim you submit to HMRC, whether or not it was based on or informed by reports generated by the Service
• Any HMRC enquiry, investigation, compliance check, penalty, or assessment relating to your R&D tax credit claims
• Your failure to obtain independent professional review of reports generated by the Service before submission to HMRC
• Your breach of these Terms or misuse of the Service
• Any third-party claim arising from your use of the Service or the reports it generates

This indemnity applies regardless of whether the reports generated by the Service contained errors, omissions, or inaccurate classifications.

11. Limitation of Liability

To the maximum extent permitted by law, Jelifish Ltd shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• The outcome of any R&D tax credit claim submitted to HMRC
• Inaccuracies in AI-generated classifications or reports
• Any penalties, fines, or liabilities arising from your tax submissions
• Any loss arising from your reliance on reports generated by the Service without independent professional review

Our total aggregate liability in respect of all claims arising under or in connection with these Terms shall not exceed the total amount you have paid to us in the 12 months preceding the event giving rise to the claim.

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 English law.

Limitation Period

Any claim arising under or in connection with these Terms must be brought within 12 months of the date on which the claimant became aware (or ought reasonably to have become aware) of the circumstances giving rise to the claim. Any claim not brought within this period is permanently barred.

12. Termination

We may suspend or terminate your access to the Service if you breach these Terms. You may terminate your account at any time by contacting us at hello@jelifish.co.uk.

Upon termination, your right to use the Service ceases immediately. You may request deletion of your data in accordance with our Privacy Policy.

13. Governing Law

These Terms are governed by the laws of England and Wales. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or through the Service. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

15. Contact

If you have questions about these Terms, contact us at hello@jelifish.co.uk.