Terms of Service

# Terms of Service

Effective date: {{EFFECTIVE_DATE}} Last updated: {{LAST_UPDATED}}

These Terms of Service ("Terms") govern access to and use of acqi.ai, app.acqi.ai, related marketing materials, documentation, and (where no separate Master Services Agreement applies) evaluation or licensed use of the ACQI software platform (the "Services").

Provider: ACQI.AI LTD ("ACQI", "we", "us") Company number {{TRADECO_COMPANY_NUMBER}} · Registered office {{REGISTERED_OFFICE_ADDRESS}} · {{LEGAL_EMAIL}}

Enterprise customers: Paid production use is governed by a signed Master Services Agreement (MSA), Statement(s) of Work, and Data Processing Agreement. If there is a conflict between these Terms and a signed MSA, the MSA prevails.

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1.Acceptance

By accessing the website, creating an account, downloading or running the application, or clicking “I agree”, you accept these Terms on behalf of yourself and, if applicable, the organisation you represent. If you lack authority, do not use the Services.

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2.The Services

ACQI provides enterprise software for M&A-oriented IT discovery, assessment, migration planning/execution, and post-deal governance, including optional AI-assisted analysis (ARIA). Capabilities evolve over time; features may be beta, preview, or region-limited.

We describe product capabilities carefully. Marketing statements are not warranties. Discovery and assessment outputs are tools for professionals and require customer validation. We do not warrant that discovery is complete, continuous, or free of false negatives/positives.

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3.Accounts and eligibility

• You must provide accurate registration information and keep credentials confidential.
• You are responsible for activity under your accounts.
• Notify us promptly of unauthorised access: {{SECURITY_EMAIL}} or {{SUPPORT_EMAIL}}.
• Services are intended for business use by organisations and their authorised personnel (18+).

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4.Licence (evaluation / non-MSA use)

Subject to these Terms, ACQI grants you a limited, non-exclusive, non-transferable, revocable licence to use the software components we make available, solely for your internal evaluation or as otherwise authorised in writing.

You must not:

1. Reverse engineer, decompile, or attempt to extract source code except where non-waivable law permits
2. Rent, lease, resell, sublicense, or provide the Services as a bureau service without a channel agreement
3. Circumvent licence keys, feature gates, or security controls
4. Remove proprietary notices
5. Use the Services to build a competing product using non-public aspects of the Services
6. Use the Services in violation of the Acceptable Use Policy

IP ownership: The Platform, software, branding, and documentation are owned by ACQI HOLDINGS LTD and/or its licensors and licensed through ACQI.AI LTD. No ownership transfers to you. Customer data remains yours (see Section 7).

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5.Customer environment access and authority

You represent and warrant that:

1. You have all rights and authorisations to scan, access, and process systems, tenants, and data you target with the Services (including target companies in an M&A context where you are authorised).
2. You will not use the Services to access systems without permission.
3. You will configure credentials and scopes with least privilege.
4. You are responsible for compliance with employment, privacy, and sector laws for data subjects in environments you scan.
5. You will ensure operators are trained and that scan scope, approvals, and stop procedures are documented.
6. Where M&A clean-team or antitrust protocols apply, you will enforce them; the Services do not replace those protocols.

Unauthorised scanning may be a criminal offence and a civil wrong (including under laws such as the UK Computer Misuse Act 1990 and analogous laws elsewhere). ACQI does not authorise access to any third-party system. ACQI is not responsible for your misuse.

Further detail: Product risks & tooling liability.

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6.Desktop-first credentials

The Services are designed so that credentials used to access customer environments remain on the user’s machine (OS credential protection where available) and are not required to be transmitted to ACQI for standard discovery operation. You are responsible for endpoint security, OS patching, disk encryption, access control, secret rotation, and any compromise of credentials or discovery exports on devices you control.

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7.High-risk tooling acknowledgement

You acknowledge that the Services enable high-risk activities, including:

1. Authenticated access to live IT environments using credentials you supply
2. Bulk discovery of identity, infrastructure, application, security, and configuration data (often including personal data)
3. Generation of inventories, scores, estimates, and narratives that may be incomplete or wrong
4. Optional AI assistance that may hallucinate or omit material facts
5. Where licensed, migration, remediation, or other write operations that can affect production systems

You assume operational and legal risk for those activities except as expressly allocated to ACQI in a signed MSA. ACQI is a software provider, not the system owner, data controller of your IT estate (except as processor under a DPA), M&A adviser, auditor, insurer, or change-approval board.

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8.Discovery outputs — no completeness; no deal reliance

1. Discovery, assessment, licensing estimates, dependency maps, readiness indicators, risk scores, and similar outputs are assistive tools for professionals. They may contain false negatives, false positives, gaps, and staleness.
2. ACQI does not warrant that the Services will identify all assets, shadow IT, technical debt, security issues, licence exposure, dependencies, or compliance gaps.
3. You must independently verify material findings before investment, valuation, signing, closing, financing, cutover, security remediation, employment, or regulatory decisions.
4. You agree not to rely solely on the Services for any merger, acquisition, investment, or similar transaction decision. ACQI has no liability for purchase price, indemnity outcomes, earn-outs, synergy shortfalls, failed financing, or similar deal economics.
5. Marketing descriptions of breadth or speed are not warranties of completeness or fitness for a particular deal.

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9.Migration and change-inducing features

Where the Services support migration planning, execution, remediation, or other write operations:

1. All such actions run under your direction, credentials, and change control.
2. You are solely responsible for backups, maintenance windows, Go/No-Go decisions, rollback plans, user communications, and post-change verification.
3. ACQI does not warrant successful migration or remediation of any user, mailbox, device, app, policy, or workload.
4. Third-party API limits, provider outages, and tenant misconfigurations are outside ACQI’s control.
5. You will not use write features in production without competent operators and an approved change process.

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10.Customer data

“Customer Data” means data you submit to or process through the Services, including discovery outputs and IT inventory data.

• As between the parties, you own Customer Data.
• You grant ACQI a limited licence to host, process, transmit, and display Customer Data only as needed to provide the Services, secure them, and comply with law — and, for processor activities, only under the DPA.
• You are responsible for the legality of Customer Data, lawful basis, employee/target notices where required, minimisation, and retention of exports (including VDR and laptop copies).
• You will not target special-category data, unrestricted health records, cardholder data, children’s data, or export-controlled technical data unless a written agreement expressly covers that use.
• Feedback you provide may be used by ACQI to improve the product without obligation to you.

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11.AI features

Optional AI features are subject to the AI Features Disclosure. Outputs may be inaccurate or incomplete. Human review is required before relying on AI outputs for deal decisions, security conclusions, or production changes. Do not paste secrets into prompts. Do not use AI features for automated decisions with legal or similarly significant effects without appropriate human oversight and legal review. ACQI disclaims accuracy warranties for AI outputs.

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12.Third-party services

The Services may integrate with third-party platforms (e.g. Microsoft 365, Azure, AWS, Google Cloud, identity providers). Your use of those platforms is governed by their terms. We are not responsible for third-party outages, API changes, throttling, licence audits by those providers, or policy enforcement by those providers. Licence-exposure figures in the Services are indicative estimates, not a warrant of your contractual position with any vendor.

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13.Fees

Website access is free. Paid licences, modules, professional services, and support are as set out in an order form, SOW, or MSA. Unless stated otherwise, fees are exclusive of VAT and payable per invoice terms. Late payment may result in suspension.

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14.Confidentiality

Non-public information exchanged in sales, demos, or support is confidential and may only be used for the purpose disclosed. This does not limit a signed NDA, which prevails on conflict. Trade secrets remain protected while secret. You remain responsible for clean-team and purpose limitation of diligence data you extract.

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15.Privacy

Personal data is processed as described in the Privacy Policy and, for processor services, the DPA. For customer IT-estate personal data you are typically controller; ACQI is processor only when we process that data under an MSA/DPA.

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16.Warranties and disclaimers

To the maximum extent permitted by law:

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ACQI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, ACQI does not warrant that:

• Discovery will identify all assets, risks, shadow IT, misconfigurations, dependencies, licence exposures, or liabilities
• Outputs (including scores, estimates, maps, and AI narratives) are accurate, complete, current, or suitable as the sole basis for M&A, security, migration, employment, or compliance decisions
• Migration or write operations will succeed or be free of data loss or downtime
• The Services will be uninterrupted, error-free, or free of harmful components
• The Services meet any particular certification, audit, or regulatory standard
• Use of the Services will make you compliant with any law or framework

Nothing in these Terms excludes liability that cannot be excluded under English law (including death/personal injury caused by negligence, or fraud).

See also: Product risks & tooling liability.

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17.Limitation of liability

Subject to non-excludable liability under English law:

1. Neither party is liable for: indirect, incidental, special, consequential, or punitive damages; loss of profits, revenue, goodwill, opportunity, or data; business interruption; cost of substitute systems or re-performance of diligence; deal value leakage; purchase-price adjustment; failed synergies; failed financing; or reputational harm — whether in contract, tort (including negligence), or otherwise — even if advised of the possibility.
2. ACQI’s total aggregate liability arising out of or relating to these Terms or the Services in any 12-month period shall not exceed the greater of (a) fees paid by you to ACQI for the Services in that period, or (b) £100 if no fees were paid (e.g. free evaluation).
3. Enterprise MSAs may set different caps (including a negotiated super-cap for certain data-protection claims). Public evaluation Terms do not create unlimited liability for data protection or deal outcomes.
4. You must take reasonable steps to mitigate loss (including backups before migration features and prompt notice of suspected defects).

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18.Indemnity (customer)

You will defend and indemnify ACQI and its officers against third-party claims, losses, and costs (including reasonable legal fees) arising from:

1. Customer Data or discovery exports
2. Unauthorised scanning, excessive scope, or unlawful access to systems
3. Your breach of these Terms, the AUP, or applicable law
4. Use of outputs (including AI) without appropriate professional verification
5. Migration, remediation, or configuration changes you direct
6. Employment, privacy, monitoring, or antitrust/clean-team claims related to your use of the Services
7. Claims by targets, bidders, employees, or regulators arising from your diligence process

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19.Suspension and termination

We may suspend or terminate access for breach, legal risk, non-payment, or security threat. You may stop using free website features at any time. On termination, your licence ends; provisions that by nature should survive (IP, confidentiality, disclaimers, liability, indemnity) survive.

Enterprise termination is governed by the MSA.

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20.Export and sanctions

You must not use the Services in violation of UK, EU, US, or other applicable export control or sanctions laws. You represent you are not a prohibited party and will not use the Services for prohibited end uses (including certain military/intelligence uses where restricted).

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21.Government users

If you are a government entity, additional terms may apply; contact {{LEGAL_EMAIL}}.

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22.Changes

We may update these Terms by posting a revised version. Material changes for registered users may be notified by email or in-app. If you continue use after the effective date, you accept the updated Terms where permitted. For MSA customers, changes to these website Terms do not amend the MSA unless agreed.

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23.Governing law and disputes

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory consumer protections that cannot be waived (generally inapplicable to B2B use).

Before litigation, parties should attempt good-faith negotiation for 20 business days after written notice.

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24.General

• Entire agreement for non-MSA use; MSA supersedes for contracted customers.
• Severability: invalid terms cut down to the minimum.
• No waiver unless in writing.
• Assignment: you may not assign without consent; we may assign to an affiliate or successor.
• Notices: {{LEGAL_EMAIL}} and registered office.
• Third-party rights: Contracts (Rights of Third Parties) Act 1999 excluded except for ACQI HOLDINGS LTD as IP owner where needed to enforce IP.

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25.Contact

{{LEGAL_EMAIL}} · ACQI.AI LTD, {{REGISTERED_OFFICE_ADDRESS}}

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Draft for solicitor review. Not legal advice. Coordinate with MSA skeleton (incorporation-pack doc 18) and website-legal doc 14 (product liability).