Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between Chasquis Limited (“Chasq”, “we”, “us”, “our”) and you (“you”, “your”), which means both you as an individual and any entity or firm you are authorised to represent. They govern your use of the Chasq Platform and any related services we provide.

By accessing or using the Chasq Platform, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a business, you confirm that you have authority to do so and that the business is bound by these Terms.

These Terms are for use by businesses only. We do not sell to consumers.

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

The commercial details of your subscription (including the Subscription Fee, plan, Initial Term, Renewal Term and any other variable terms) are agreed between us at the time you accept these Terms and are recorded separately in the signing envelope or sign-up flow.

In these 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 Terms.

Customer Data

data uploaded by you (or your Authorised Users) to the Chasq Platform, including 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.

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 Terms.

Fees

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

Implementation Fee

the one-off fee (if any) payable for the setup, configuration and onboarding of the Chasq Platform, 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.

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 Customer 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 at the time of acceptance.

Term

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

Licence

2.1 Subject to these 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 for your own internal business purposes, 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.

Platform Outputs

2.3The Chasq Platform generates Platform Outputs based on Customer Data uploaded to it. The Chasq Platform and the Platform Outputs are provided on an “as is” basis.

2.4 You acknowledge and agree that:

• the accuracy and usefulness of Platform Outputs depends on the accuracy and completeness of the Customer 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 Terms or in any Platform Output is intended to be relied on as such advice;
• you are solely responsible for any decisions you take on the basis of Platform Outputs, and we recommend that you seek independent professional advice on any material matter before acting; and
• nothing in these Terms creates any professional, fiduciary or advisory relationship between us and you.

Restrictions

2.5 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; or (e) use the Chasq Products for any purpose outside that set out in clause 2.1.

Support

2.6 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.

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 Terms;
• all Customer Data is accurate, complete and lawfully obtained, and you hold all necessary consents, licences and rights to permit our processing of it under these Terms;
• your use of the Chasq Platform complies with all Applicable Laws, including the Data Protection Legislation; 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 Customer 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 Customer Data of which we become aware.

4.1 You will pay all Fees as agreed between us at the time of acceptance. The Implementation Fee (if any) is payable in full on the Effective Date and is non-refundable. The Subscription Fee is payable in advance for each billing period and is non-refundable, save where these 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 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).

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

4.4 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.

4.5We 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 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 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 Customer Data, including any Platform Outputs generated from your Customer Data, for use within your internal business. 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.

Warranties

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

6.2We 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

6.3Save as expressly set out in these Terms, the Chasq Platform and the Platform Outputs are provided “as is”. Except for the warranties expressly given in clause 6.2, 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

6.4Nothing in these 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.

6.5 Subject to clause 6.4, 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.

6.6Subject to clause 6.4, each party’s aggregate liability arising out of or in connection with these 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 Terms in that calendar year.

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

7.1 Each party shall keep confidential all non-public information disclosed by the other party in connection with these Terms, shall use such information only for the purposes of these Terms, and shall protect it using at least a reasonable degree of care.

7.2This clause 7 does not apply to information that: (a) is or becomes publicly known other than through breach of these 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.

7.3 The obligations in this clause 7 survive termination of these Terms.

8.1 Term

These Terms commence on the Effective Date and continue for the Initial Term. After the Initial Term, these 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 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 Terms at any time for our convenience by giving you not less than 30 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.

8.4 Consequences of termination

8.4.1On expiry or termination of these 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 Users’ accounts; (c) clauses which expressly or by implication survive termination shall continue in force (including clauses 5, 6 and 7); 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 Customer Data following termination, including operational handover, statutory retention and the use of anonymised data, is set out in the Privacy Notice.

Force Majeure

9.1Neither party shall be liable for failure to perform its obligations under these 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 Terms on one week’s written notice.

Publicity

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

Notices

9.3 Notices under these Terms shall be in writing in English. Notices to us shall be sent to info@chasq.com or to our registered office. Notices to you shall be sent to the email address or registered office you provided to us at the time of acceptance (or such other address as you may notify).

Updates to these Terms

9.4We may update these 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 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

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

Entire Agreement

9.6 These Terms (including 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 Terms.

Third Party Rights

9.7 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 under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Severance and Waiver

9.8 If any provision of these 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

9.9 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 Terms.