Terms of Service

1.1 Definitions

In these Terms:

"API"

means any application programming interface made available by us for integration with the Platform;

"Authorised Users"

means those employees, contractors or agents of the Customer authorised to access the Platform under the Licence;

"Customer"

means the entity entering into these Terms;

"Customer Data"

means search queries, saved searches, annotations, and other data input by Authorised Users;

"Documentation"

means any user guides or technical documentation we make available;

"Effective Date"

means the date of acceptance of these Terms;

"Fai Output Data"

means reports, insights, company profiles, and other processed intelligence generated by the Platform in response to Customer queries;

"Intellectual Property Rights"

means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Licence"

means the subscription licence granted under clause 2;

"Licence Fee"

means the annual fee for the applicable Tier;

"Licence Term"

means the initial 12-month period from the Effective Date and any subsequent renewal periods;

"Platform"

means the Fai investment intelligence platform accessible at askfai.co;

"Source Data"

means data obtained by us from third-party sources including Companies House, websites, financial filings, and other publicly available information;

"Subscription Tier"

means Fund, Fund Pro, Enterprise, or Advisory as selected by the Customer;

"we/us/our"

means Fraction41 Limited (trading as Fai), a company registered in England and Wales under number 16617680 whose registered office is at 49 Fitz Hugh Crescent, Eagle Farm South, Milton Keynes, England, MK17 7BU.

1.2 Interpretation

References to clauses and Schedules are to clauses of and Schedules to these Terms. Headings are for convenience only and do not affect interpretation.

2.1 Grant

Subject to payment of the Licence Fee and compliance with these Terms, we grant the Customer a non-exclusive, non-transferable, revocable licence during the Licence Term to permit Authorised Users to access and use the Platform in accordance with the applicable Subscription Tier.

2.2 Authorised Users

The Customer shall ensure that:

• the number of Authorised Users does not exceed the number of seats purchased;
• each Authorised User is an employee, contractor, or agent of the Customer or its affiliated investment funds under common control;
• login credentials are not shared between individuals or disclosed to third parties;
• Authorised Users comply with these Terms.

2.3 Prohibited Uses

The Customer shall not, and shall procure that Authorised Users do not:

• scrape, crawl, or systematically extract data from the Platform by automated means;
• reverse engineer, decompile, or attempt to derive source code from the Platform;
• resell, sublicense, or provide access to the Platform to third parties (save as expressly permitted for Advisory Tier customers in the Schedule);
• use the Platform for any unlawful purpose or in breach of any applicable regulation;
• attempt to gain unauthorised access to any part of the Platform or related systems;
• remove or obscure any proprietary notices;
• use the Platform to harass, defame, or cause distress to individuals or entities identified in Source Data.

2.4 API Access

API access (where provided) is subject to separate usage limits, technical documentation, and additional fees as notified. Customers must request API access rather than implement workarounds to extract data programmatically.

3.1 Licence Fee

The Customer shall pay the annual Licence Fee for the selected Subscription Tier. Fees are stated exclusive of VAT, which shall be added where applicable.

3.2 Payment Terms

Unless otherwise agreed in writing:

• the Licence Fee is payable annually in advance;
• payment is due within 30 days of invoice date;
• payment may be made by bank transfer or such other method as we specify.

3.3 Late Payment

If payment is not received within 7 days of the due date, we reserve the right to suspend access to the Platform without liability until payment is received in full, including any interest accrued under the Late Payment of Commercial Debts (Interest) Act 1998.

3.4 Price Changes

We may vary the Licence Fee on renewal by giving not less than 60 days' written notice prior to the end of the then-current Licence Term. Price changes do not apply during the current Licence Term.

3.5 No Refunds

Licence Fees are non-refundable save as expressly provided in clause 10.3.

4.1 Fai Output Data

The Customer owns all rights in Fai Output Data generated in response to its queries. The Customer may export, store, and use Fai Output Data for its internal investment analysis and decision-making purposes.

4.2 Our Intellectual Property

We retain all Intellectual Property Rights in and to:

• the Platform, including all software, algorithms, user interfaces, and Documentation;
• Source Data and our proprietary databases;
• any aggregated, anonymised, or derivative data created from Customer usage (see clause 5);
• all methodologies, processes, and know-how used to deliver the Platform.

4.3 No Transfer

Nothing in these Terms transfers ownership of our Intellectual Property Rights to the Customer. The Customer acquires only the limited Licence set out in clause 2.

4.4 Third-Party Data

Source Data is obtained from third-party sources including Companies House, publicly available websites, and financial filings. The Customer acknowledges that:

• we do not own or control such third-party sources;
• such data is provided "as is" at the point in time it was obtained;
• we disclaim all liability for errors, omissions, or inaccuracies in Source Data (see clause 8).

4.5 Restrictions on Output Data

Whilst the Customer owns Fai Output Data, it shall not:

• use such data in a manner that infringes third-party rights (including data protection rights);
• publish or disclose such data in a manner that reveals our proprietary methodologies or algorithms;
• use such data to create a competing product or service.

5.1 Anonymised Data Usage

By using the Platform, the Customer consents to our collection and use of anonymised search patterns, query data, and aggregated usage statistics for the purposes of:

• improving the Platform;
• developing new products and services, including trend intelligence and market signal products;
• benchmarking and industry analysis.

5.2 Anonymisation

We shall ensure that such data is anonymised such that:

• it cannot reasonably identify the Customer or any Authorised User;
• it cannot reasonably identify specific companies searched by the Customer;
• it reflects aggregated patterns across multiple users rather than individual usage.

5.3 No Confidential Information

Notwithstanding clause 5.1, we shall not disclose the Customer's Confidential Information (including the identity of companies the Customer has searched, saved, or analysed) to third parties without the Customer's prior written consent.

5.4 Example Usage

For clarity, permitted uses of anonymised data include (by way of non-exhaustive example):

• "VCT managers increased searches for renewable energy companies by 40% in Q1 2025";
• "Fintech investment activity in the North West shows declining interest";
• "Companies with revenue >£5M in the solar sector are experiencing heightened investor attention."

Prohibited disclosures include:

• "[Customer Name] searched for Company X on [date]";
• "Fund Y has saved 15 manufacturing companies in the Midlands."

6.1 Availability

We shall use reasonable endeavours to ensure the Platform is available 24/7, but do not guarantee uninterrupted access. The Platform may be unavailable due to:

• scheduled maintenance (for which we shall provide reasonable notice where practicable);
• emergency maintenance or security updates;
• failures of third-party services including AWS infrastructure;
• force majeure events beyond our reasonable control.

6.2 No SLA

We do not provide service level commitments or uptime guarantees. Access is provided on a "best endeavours" basis.

6.3 Changes to Platform

We reserve the right to:

• modify, enhance, or add features to the Platform at any time;
• deprecate or remove features on not less than 90 days' written notice;
• update Documentation and technical specifications.

6.4 Deprecation of Features

If we deprecate a material feature that formed part of the Customer's Subscription Tier, and such deprecation substantially reduces the utility of the Platform, the Customer may terminate under clause 10.4.

6.5 Data Refresh

Source Data is refreshed periodically but we do not commit to specific update frequencies. Data is accurate "point in time" as at the date of collection from third-party sources.

7.1 Respective Roles

For the purposes of applicable data protection legislation (including the UK GDPR and Data Protection Act 2018):

• each party is an independent data controller in respect of personal data it processes;
• we are the controller of personal data included in Source Data (being publicly available business contact information processed under legitimate interests for B2B intelligence purposes);
• the Customer is the controller of personal data it inputs into the Platform (if any) and personal data it obtains from Fai Output Data;
• we are not processing personal data on the Customer's behalf as a processor.

7.2 Customer Obligations

The Customer shall:

• process any personal data obtained from the Platform in compliance with applicable data protection legislation;
• not use the Platform to process special category data or criminal convictions data;
• ensure it has lawful basis for processing personal data obtained via Fai Output Data (including compliance with legitimate interests assessments where applicable);
• not disseminate personal data from the Platform in a manner that would breach data protection rights of data subjects.

7.3 Our Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy.

7.4 Data Subject Rights

If the Customer receives a data subject access request or other rights request relating to personal data in Source Data, it shall promptly notify us and we shall cooperate reasonably to respond (provided that we may direct the data subject to submit requests directly to us).

8.1 Investment Decisions

8.2 No Warranties

Fai can make mistakes. We provide the Platform on an "as is" basis and disclaim all warranties (whether express, implied, or statutory) including but not limited to:

• warranties of merchantability, fitness for a particular purpose, or non-infringement;
• warranties that the Platform will be error-free, uninterrupted, or secure;
• warranties as to the accuracy, completeness, or currency of Source Data or Fai Output Data.

8.3 Third-Party Data

We disclaim all liability for errors, omissions, or inaccuracies in Source Data obtained from third parties (including Companies House, iXBRL filings, websites, and other publicly available sources). The Customer acknowledges that such data may be outdated, incomplete, or incorrect.

8.4 Not Exhaustive

Searches conducted via the Platform are not definitive or exhaustive. The Platform applies algorithms and filters that may exclude companies that could be relevant to the Customer's criteria. The Customer shall conduct its own due diligence and shall not rely solely on Platform results.

8.5 Human Decision-Making

The Platform is intended as a support resource for human investment decision-making. The Customer remains solely responsible for all investment decisions and shall not rely exclusively on Fai Output Data without independent verification and professional judgment.

8.6 Limitation of Liability

To the fullest extent permitted by law:

• our total aggregate liability arising out of or in connection with these Terms (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not exceed the Licence Fees paid by the Customer in the 12 months preceding the event giving rise to the claim;
• we shall not be liable for any indirect, consequential, special, or punitive damages, or for loss of profits, revenue, business, data, or opportunities (whether direct or indirect);
• nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.

8.7 Basis of Bargain

The Customer acknowledges that the limitations and exclusions in this clause 8 are reasonable and reflect the allocation of risk between the parties and the Licence Fees charged.

9.1 Customer Warranties

The Customer warrants that:

• it is using the Platform for legitimate investment research and analysis purposes;
• it shall comply with all applicable laws and regulations in its use of the Platform;
• it has full power and authority to enter into these Terms.

9.2 Responsible Use

The Customer shall use the Platform responsibly and shall not use it in a manner that:

• violates any person's legal rights;
• is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable;
• imposes an unreasonable or disproportionately large load on our infrastructure.

9.3 Customer Indemnity

The Customer shall indemnify, defend, and hold us harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• the Customer's breach of these Terms (including clause 2.3);
• the Customer's use of Fai Output Data in violation of third-party rights (including data protection rights);
• any claim that the Customer's use of the Platform violated applicable law;
• unauthorised access to the Platform caused by the Customer's failure to secure login credentials.

10.1 Term

These Terms commence on the Effective Date and continue for the initial Licence Term, renewing automatically for successive 12-month periods unless terminated in accordance with this clause 10.

10.2 Termination by Us

We may terminate these Terms immediately by written notice if:

• the Customer fails to pay any amount due within 7 days of the due date;
• the Customer commits a material breach of these Terms and (if remediable) fails to remedy such breach within 14 days of written notice;
• the Customer becomes insolvent, enters administration, liquidation, or equivalent proceedings;
• the Customer breaches clause 2.3 (Prohibited Uses) and fails to remedy within 7 days of written notice.

10.3 Termination by Customer

The Customer may terminate these Terms:

• for convenience by giving not less than 60 days' written notice to expire at the end of the then-current Licence Term (no refund);
• at any time during the Licence Term on 30 days' written notice, in which case we shall refund a pro-rata portion of the Licence Fee for any complete calendar months remaining after the termination date (minimum 6 months remaining for any refund to apply – i.e., termination within the first 6 months of the Licence Term results in no refund);
• under clause 6.4 if we materially deprecate features.

10.4 Suspension for Breach

We may suspend access to the Platform immediately without liability if:

• payment is overdue by more than 7 days;
• we reasonably believe the Customer is in breach of clause 2.3;
• we reasonably believe continued access poses a security risk.

Before terminating for breach under clause 10.2(d), we shall (where reasonably practicable):

• first notify the Customer of the suspected breach and request explanation;
• if the breach is not remedied or explained within 7 days, terminate the Licence.

10.5 Effect of Termination

On termination or expiry:

• the Licence granted under clause 2 terminates immediately;
• the Customer shall immediately cease all use of the Platform;
• we shall (at our discretion) either: (i) delete all Customer Data and Fai Output Data within 30 days; or (ii) offer to migrate such data to the Customer for a reasonable fee, failing which we shall delete after 30 days;
• all amounts owed to us become immediately due and payable;
• clauses which by their nature survive termination (including clauses 4, 5, 8, 9, and 12) shall continue in force.

10.6 No Access Post-Termination

Following termination, the Customer has no right to access the Platform or retrieve data unless we agree to a paid data migration under clause 10.5(c)(ii). The Customer is solely responsible for exporting any required data prior to termination.

11.1 Application

This clause 11 applies only to Customers subscribing to Enterprise or Advisory Tiers. Where conflict arises between this clause and other provisions, this clause prevails for Enterprise and Advisory Tier Customers.

11.2 Increased Authorised Users

Enterprise and Advisory Tier Customers may exceed standard seat allocations subject to additional per-seat fees as agreed in writing.

11.3 API Access (Future)

When available, API access ("Fai Connect" or equivalent) shall be provided to Enterprise and Advisory Tier Customers subject to:

• usage limits and rate limiting as specified in technical documentation;
• additional fees calculated on a usage or seat basis;
• compliance with API terms of use and technical requirements.

11.4 Advisory Tier - Limited Resale

Advisory Tier Customers (being corporate finance advisors, accountants, or similar professional advisors) may provide access to the Platform to their clients for the sole purpose of supporting advisory engagements, provided that:

• such access is limited to specific projects or transactions;
• the total number of client users does not exceed the purchased seat allocation;
• client access is time-limited to the duration of the advisory engagement;
• the Advisory Tier Customer remains responsible for all client usage and compliance with these Terms;
• clients do not receive independent login credentials but access via the Advisory Tier Customer's supervised access.

11.5 White-Label (Advisory Tier)

Advisory Tier Customers may request white-label access (removing Fai branding from output reports) subject to additional fees and technical feasibility. White-label access does not permit removal of attribution to underlying Source Data providers where legally required.

11.6 Custom Integrations

Enterprise and Advisory Tier Customers may request custom integrations, bespoke data feeds, or enhanced support subject to separate statements of work and professional services fees.

11.7 Data Retention

Enterprise and Advisory Tier Customers may negotiate extended data retention periods beyond the standard 30-day post-termination period in clause 10.5(3).

12.1 Entire Agreement

These Terms (together with any documents referred to herein) constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

12.2 Variation

We may update these Terms from time to time by posting revised Terms at askfai.co/terms. Material changes shall be notified to Customers with not less than 30 days' notice. Continued use of the Platform following such notice constitutes acceptance of the revised Terms.

12.3 Assignment

The Customer may not assign, transfer, or subcontract any rights or obligations under these Terms without our prior written consent. We may assign these Terms to any successor or affiliate on written notice.

12.4 Waiver

No failure or delay by either party to exercise any right or remedy shall constitute a waiver, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.

12.5 Severability

If any provision of these Terms is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force.

12.6 Third-Party Rights

No person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

12.7 Notices

Notices must be in writing and delivered by email to:

Notices are deemed received:

• if by email, at the time of transmission (or if transmitted outside business hours, at 9am on the next business day);
• if by post, 2 business days after posting.

12.8 Governing Law

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

12.9 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

12.10 Force Majeure

Neither party shall be liable for failure or delay in performing its obligations (other than payment obligations) where such failure or delay results from circumstances beyond its reasonable control.

12.11 Relationship

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

12.12 Counterparts

These Terms may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one agreement.