Partner Terms of Service

These Partner Terms of Service (“Partner Terms”) form a legally binding agreement between Chasquis Limited (“Chasq”, “we”, “us”, “our”) and the partner firm that accepts these Partner Terms (“you”, “your”, the “Partner”). They govern your use of the Chasq Platform to deliver your own professional services to your clients (the “Partner Clients”).

By signing the Partner Order (whether via DocuSign or otherwise) or by accessing or using the Chasq Platform, you agree to be bound by these Partner Terms. If you are accepting these Partner Terms on behalf of a firm, you confirm that you have authority to do so and that the firm is bound by these Partner Terms.

These Terms are for use by professional services firms only. If you wish to use the Chasq Platform for your own internal business purposes rather than to deliver services to your clients, please contact us about our Direct Customer Terms of Service instead.

Our Privacy Notice explains how we handle personal data and forms part of these Partner Terms by reference.

The commercial details of your subscription (including the Subscription Fee, the number of Partner Client accounts, the Initial Term, the Renewal Term and any other variable terms) are agreed between us at the time you accept these Partner Terms and are recorded separately in the Partner Order.

In these Partner Terms, the following definitions apply:

Applicable Laws

all statutes, statutory instruments, laws, regulations, orders, rules and determinations made by a legislature, regulatory authority or other public authority with binding effect, applicable to a party.

Authorised Users

your personnel to whom you have granted access credentials to your account within the Chasq Platform.

Business Day

any day (other than a Saturday or Sunday) when banks are generally open for normal business in London.

Chasq Platform

the software platform operated by Chasq through which the Chasq Products are made available, including all underlying software, infrastructure, data models, algorithms and AI systems.

Chasq Products

the Chasq Platform and the Platform Outputs, together with any other products or services made available by Chasq under these Partner Terms.

Data Protection Legislation

the Data Protection Act 2018, the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018), the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data (Use and Access) Act 2025, and any other applicable UK data protection legislation, each as amended, replaced or updated from time to time.

Effective Date

the date on which you accept the terms and conditions of these Partner Terms.

Partner Clients

your clients to whom you provide professional services and for whom you create an account on the Chasq Platform.

Partner Client Account

an account or workspace created by you on the Chasq Platform in respect of an individual Partner Client.

Fees

the Subscription Fee and any other amounts payable by you under these Partner Terms, in each case as agreed between the parties at the time of acceptance.

Initial Term

the initial period for which you have subscribed to the Chasq Platform, as agreed between the parties at the time of acceptance.

Intellectual Property Rights

any and all patents, copyright and related rights, trademarks, rights in computer software, database rights, unpatented inventions, design rights, know-how, rights to confidential information and any other intellectual property rights of any nature whatsoever throughout the world, whether registered or unregistered, including all applications for and registrations of such rights.

Partner Data

data uploaded by you, your Authorised Users or Partner Clients to the Chasq Platform, including data relating to your Partner Clients (such as financial data, management information, accounting records and tax information), together with any data input or generated by you through your use of the Chasq Platform.

Partner Order

the order or subscription (however described, including any signing envelope or sign-up flow) in which the commercial terms of your subscription are recorded and agreed between the parties at the time of acceptance, including the Subscription Fee, the number of Partner Client Accounts, the Initial Term and the Renewal Term.

Personal Data

has the meaning given in the Data Protection Legislation.

Platform Outputs

reports, analyses, insights and other outputs generated by the Chasq Platform based on Partner Data.

Privacy Notice

our privacy notice located at chasq.com/privacy, as updated from time to time.

Renewal Term

the renewal period for your subscription, as agreed between the parties at the time of acceptance.

Subscription Fee

the recurring fee payable by you for access to the Chasq Platform, as agreed between the parties and set out in the Partner Order. The default basis for the Subscription Fee is a charge per Partner Client Account on the Chasq Platform. The Partner Order may specify a different basis (for example a fixed or enterprise fee, or banded or tiered pricing), in which case that basis applies.

Term

the Initial Term and any subsequent Renewal Terms, until terminated in accordance with clause 8.

Licence

2.1 Subject to these Partner Terms and payment of the Fees, we grant you a non-exclusive, non-transferable right, effective for the Term, to use, and permit your Authorised Users to use, the Chasq Platform to deliver your professional services to your Partner Clients, including financial analysis, management reporting, planning and strategic decision-making.

2.2 You are responsible for the acts and omissions of your Authorised Users as if they were your own. You must ensure that each Authorised User keeps their login credentials secure and does not share them.

2.3 You may create Partner Client Accounts on the Chasq Platform up to the number agreed in the Partner Order. You are responsible for managing your Partner Client Accounts and for your relationship with each Partner Client. We provide the Chasq Platform to you as a tool to support your own service delivery, and we do not enter into any contractual or advisory relationship with any Partner Client.

Platform Outputs

2.4The Chasq Platform generates Platform Outputs based on Partner Data uploaded to it. The Chasq Platform and the Platform Outputs are provided on an “as is” basis.

2.5 You acknowledge and agree that:

• the accuracy and usefulness of Platform Outputs depends on the accuracy and completeness of the Partner Data you upload;
• Platform Outputs are generated automatically and do not constitute professional advice. We are not a regulated provider of accounting, audit, tax, legal, financial or investment advice and nothing in these Partner Terms or in any Platform Output is intended to be relied on as such advice;
• you are responsible for reviewing Platform Outputs and for the professional services you deliver to your Partner Clients, and you remain solely responsible for any advice or deliverable you provide to a Partner Client; and
• nothing in these Partner Terms creates any professional, fiduciary or advisory relationship between us and you or between us and any Partner Client.

Restrictions

2.6 You must not, and must not permit your Authorised Users to: (a) access, store, distribute or transmit any viruses or any unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive material; (b) attempt to copy, modify, duplicate, create derivative works from, reverse engineer, decompile or disassemble all or any part of the Chasq Products, except as permitted by law; (c) use the Chasq Products to build a competing product or service; (d) make the Chasq Products available to any third party other than your Authorised Users and your Partner Clients in accordance with these Partner Terms; or (e) use the Chasq Products for any purpose outside that set out in clause 2.1.

Support

2.7 You may contact us with technical or other questions about the Chasq Platform by email to dev@chasq.com. We will provide reasonable technical support during 9.00 am to 5.00 pm (London, GMT/BST) on Business Days. You are responsible for your own relationship with, and any support you provide to, your Partner Clients.

3.1 As a condition of your access to the Chasq Platform, you warrant and represent that:

• you have full capacity and authority to enter into and perform these Partner Terms;
• all Partner Data is lawfully obtained, and you hold all necessary consents, licences and rights to permit our processing of it under these Partner Terms, including in respect of any Partner Client data you upload;
• your use of the Chasq Platform complies with all Applicable Laws, including the Data Protection Legislation and the rules of any professional or regulatory body to which you are subject; and
• you will notify us immediately upon becoming aware of any unauthorised access to or use of the Chasq Platform, or any other compromise of your account.

Our Data Security

3.2 We will maintain commercially reasonable technical and organisational measures to protect Partner Data against unauthorised or unlawful processing and against accidental loss, destruction or damage. We will notify you without undue delay of any actual security breach affecting Partner Data of which we become aware.

4.1 You will pay all Fees as agreed between us at the time of acceptance. The Subscription Fee is charged on the basis set out in the Partner Order. Unless the Partner Order specifies otherwise, the Subscription Fee is calculated by reference to the number of Partner Client Accounts on the Chasq Platform. The Subscription Fee is payable in advance for each billing period and is non-refundable, save where these Partner Terms are terminated by you under clause 8.2 (in which case any prepaid Subscription Fees covering the period after the effective date of termination shall be refunded).

4.2 Where the Subscription Fee is charged by reference to the number of Partner Client Accounts, then if the number of Partner Client Accounts on the Chasq Platform changes during a billing period, we may adjust the Subscription Fee for the following billing period to reflect the revised number of Partner Client Accounts, in accordance with the pricing set out in the Partner Order. Where the Partner Order specifies a fixed, enterprise, banded or tiered fee, the Subscription Fee is not adjusted for changes in the number of Partner Client Accounts within the agreed limits of that basis.

4.3 Fees are payable immediately on the due date by credit or debit card, direct debit or bank transfer (or such other payment method as we may agree). You shall pay all amounts due in full without set-off, counterclaim, deduction or withholding (except as required by law).

4.4 All Fees are exclusive of VAT, which will be added where chargeable.

4.5 If you fail to make any payment when due, we may suspend your access to the Chasq Platform until payment is made. Late payments accrue interest at 8% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.6We may increase the Subscription Fee with effect from the start of any Renewal Term by giving you not less than 30 days’ written notice prior to the start of that Renewal Term. If you do not wish to accept the revised Subscription Fee, you may terminate these Partner Terms with effect from the end of the then-current Initial Term or Renewal Term by giving us written notice before the start of the next Renewal Term.

5.1 We retain all Intellectual Property Rights in the Chasq Platform, Chasq Products and our trademarks. Nothing in these Partner Terms transfers any such Intellectual Property Rights to you.

5.2 As between you and us, you retain all right, title and interest in and to Partner Data, including any Platform Outputs generated from your Partner Data, for use in your business and the delivery of your services to Partner Clients. For the avoidance of doubt, this does not extend to the underlying algorithms, models, software or Intellectual Property Rights we use to generate Platform Outputs.

6.1 Where Partner Data includes Personal Data, you are the data controller and we act as your data processor. We will process Personal Data only in accordance with these Partner Terms and your written instructions, and only as necessary to provide the Chasq Platform and related services.

6.2 We will:

• process Personal Data only on your documented instructions and for the duration of these Partner Terms;
• ensure that persons authorised to process Personal Data are subject to a duty of confidentiality;
• maintain appropriate technical and organisational measures to protect Personal Data;
• not appoint any sub-processor to process Personal Data without your prior written consent, and where consented, impose equivalent data protection obligations on the sub-processor and remain liable for its acts and omissions;
• not transfer Personal Data outside the United Kingdom or the European Economic Area without your prior written consent;
• notify you without undue delay of any actual security breach affecting Personal Data of which we become aware;
• provide you with reasonable assistance in responding to requests from data subjects and in meeting your obligations under the Data Protection Legislation; and
• on termination, deal with Personal Data in accordance with clause 8.4.

6.3 Further information about our processing of Personal Data, including the location of our servers, our data retention practices and your data subject rights, is set out in our Privacy Notice, which forms part of these Partner Terms by reference.

Warranties

7.1 Each party warrants that it has full capacity and authority to enter into and perform these Partner Terms and will perform its obligations with reasonable skill and care.

7.2We warrant that the Chasq Platform and Platform Outputs: (a) do not infringe any third party’s Intellectual Property Rights; (b) are not defamatory, unlawfully threatening or unlawfully harassing; and (c) do not, to the best of our knowledge, contain any viruses or other malicious code.

Disclaimer

7.3Save as expressly set out in these Partner Terms, the Chasq Platform and the Platform Outputs are provided “as is”. Except for the warranties expressly given in clauses 7.1 and 7.2, all conditions, warranties and other terms (whether express or implied by statute, common law or otherwise) are excluded to the fullest extent permitted by law. Without limiting the foregoing, we do not warrant that the Chasq Platform or any Platform Output will be accurate, complete, error-free, uninterrupted, suitable for any particular purpose or free from harmful components.

Liability

7.4Nothing in these Partner Terms excludes or limits either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud; or (c) any other liability which cannot lawfully be excluded or limited.

7.5 Subject to clause 7.4, neither party shall be liable to the other for any: (a) loss of profit, revenue, business, anticipated savings, goodwill or business opportunity; (b) loss of or damage to data; or (c) indirect, special or consequential loss or damage, in each case howsoever arising and whether or not foreseeable.

7.6Subject to clause 7.4, each party’s aggregate liability arising out of or in connection with these Partner Terms in any calendar year, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Fees paid or payable by you to us under these Partner Terms in that calendar year.

7.7 You are solely responsible for the professional services you deliver to your Partner Clients. We shall have no liability to you or to any Partner Client in respect of any advice, deliverable or service you provide to a Partner Client, and you shall be responsible for handling and resolving any complaint or claim brought by a Partner Client in connection with your services.

7.8 Each party shall use reasonable efforts to mitigate its losses arising in connection with any breach of these Partner Terms.

8.1 Term

These Terms commence on the Effective Date and continue for the Initial Term. After the Initial Term, these Partner Terms will automatically renew for successive Renewal Terms unless either party gives the other written notice of non-renewal before the end of the then-current Initial Term or Renewal Term.

8.2 Termination for cause

Either party may terminate these Partner Terms immediately by written notice if: (a) the other party commits a material breach which (if remediable) is not remedied within 20 days after receipt of written notice requiring remedy; or (b) the other party ceases to trade, becomes insolvent or unable to pay its debts. We may also terminate immediately if you fail to pay any amount due and remain in default for not less than 14 days after written notice.

8.3 Termination for convenience

We may terminate these Partner Terms at any time for our convenience by giving you not less than 60 days’ written notice. On any termination by us for convenience, we will refund any prepaid Subscription Fees covering the period after the effective date of termination, and we will provide reasonable assistance to enable an orderly transition of your Partner Clients to a replacement solution.

8.4 Consequences of termination

8.4.1 On expiry or termination of these Partner Terms: (a) you shall pay all outstanding Fees and any interest due; (b) you shall cease using the Chasq Platform and we may terminate all Authorised User and Partner Client Accounts; (c) clauses which expressly or by implication survive termination shall continue in force (including clauses 5, 6, 7 and 9); and (d) you shall return to us, or certify the destruction of, any Chasq materials in your possession.

8.4.2 Our retention and disposal of Partner Data following termination, including the operational handover period during which you may export Partner Data, statutory retention and the use of anonymised data, is set out in the Privacy Notice.

9.1 Each party shall keep confidential all non-public information disclosed by the other party in connection with these Partner Terms, shall use such information only for the purposes of these Partner Terms, and shall protect it using at least a reasonable degree of care. Without limiting the foregoing, we shall keep all Partner Data confidential and shall not disclose it to any third party except as permitted under these Partner Terms or as required by law.

9.2This clause 9 does not apply to information that: (a) is or becomes publicly known other than through breach of these Partner Terms; (b) was already lawfully in the possession of the receiving party prior to disclosure, as evidenced by contemporaneous documentation; (c) was received from an independent third party with full right of disclosure; (d) was generated entirely via independent development by the receiving party’s personnel without any access to, knowledge of, or reliance upon the disclosing party’s Confidential Information; or (e) is required to be disclosed by law or regulatory authority.

9.3 The obligations in this clause 9 survive termination of these Partner Terms.

Force Majeure

10.1Neither party shall be liable for failure to perform its obligations under these Partner Terms to the extent such failure is caused by any event beyond its reasonable control, including industrial disputes, governmental regulations, fire, flood, disaster, civil riot, war, acts of terrorism, cybersecurity incidents, pandemics or public health emergencies. The affected party shall promptly notify the other party and take reasonable steps to mitigate the effect. If the period of delay continues for more than two months, the unaffected party may terminate these Partner Terms on one week’s written notice.

Publicity

10.2 We may include your name and logo in customer lists, marketing materials and on our website to identify you as a partner, subject to your reasonable brand guidelines. You may withdraw this permission at any time by written notice.

Notices

10.3 Notices under these Partner Terms shall be in writing in English. Notices to us shall be sent to notifications@chasq.com or to our registered office. Notices to you shall be sent to the email address or registered office set out in the Partner Order (or such other address as you may notify).

Updates to these Partner Terms

10.4We may update these Partner Terms from time to time. We will give you not less than 30 days’ written notice of any material change. If you do not accept the updated Terms, you may terminate these Partner Terms by giving us written notice before the updated Terms take effect. Continued use of the Chasq Platform after the effective date of the updated Terms constitutes acceptance.

Assignment

10.5 You may not assign, novate or otherwise transfer your rights or obligations under these Partner Terms without our prior written consent (which shall not be unreasonably withheld). We may assign these Partner Terms to an affiliate or to a successor in the context of a corporate reorganisation, sale of business or similar transaction.

Entire Agreement

10.6 These Terms (including the Partner Order and the Privacy Notice incorporated by reference) and the commercial terms agreed between the parties at the time of acceptance constitute the entire agreement between the parties and supersede all prior agreements and understandings between them. No representation or warranty has been relied on by either party other than those expressly set out in these Partner Terms.

Third Party Rights

10.7 These Terms are made for the benefit of the parties and are not intended to confer any benefit on or be enforceable by any third party, including any Partner Client, under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Severance and Waiver

10.8 If any provision of these Partner Terms is found by a court of competent jurisdiction to be invalid, unenforceable or illegal, the remaining provisions shall continue in force. A waiver of any right is effective only if in writing.

Governing Law and Jurisdiction

10.9 These Terms are governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Partner Terms.