Achi

Achi Terms of Service

Last updated: 11 October 2026

These Terms of Service (the "Terms") govern access to and use of Achi, the AI-assisted business process platform available at achiai.com and app.achiai.com (the "Service"). Please read them carefully. They include limits on our liability (clause 23) and the law and courts that apply (clause 27).

1. Who we are and how these Terms apply

1.1 The Service is provided by Dormot Technologies Ltd, a company registered in England and Wales under company number 15927545, whose registered office is at 53 John Barnes Walk, London, England, E15 4SY ("Dormot", "we", "us", "our"). Achi is a product and trading name of Dormot.

1.2 These Terms form a binding agreement between Dormot and the business or organisation that registers for or uses the Service (the "Customer", "you", "your").

1.3 You accept these Terms when you create an account, start a Trial, tick a box or click a button indicating acceptance, sign an Order Form that refers to them, or use the Service. If you accept on behalf of an organisation, you confirm that you have authority to bind that organisation. If you do not have that authority, or do not agree to these Terms, you must not use the Service.

1.4 If you have signed an Order Form with us (for example for an Enterprise plan), that Order Form forms part of the agreement. See clause 25 for which document takes priority.

2. Definitions

In these Terms:

  • "Account" means your organisation's account on the Service.
  • "AI Features" means features of the Service that use artificial intelligence or machine learning models, including those provided by third parties, to generate suggestions, drafts, configurations, summaries or other content.
  • "AI Output" means content, suggestions or configurations generated by the AI Features in response to your inputs.
  • "Acceptable Use Policy" means the rules in clause 7.
  • "Authorised User" means an individual whom you permit to access the Service under your Account, such as your employees or contractors.
  • "Customer Content" means all data, documents, text, files, forms, workflow and process configurations, prompts, submissions and other materials that you or your Authorised Users upload to, create in, or input into the Service, together with the AI Output generated for you. It does not include Usage Data.
  • "DPA" means the Data Processing Terms in Schedule 1 to these Terms.
  • "Fees" means the fees payable for your Plan and any add-ons, as shown on the Pricing Page or in your Order Form.
  • "Order Form" means an ordering document or quote for the Service signed or accepted by both you and us.
  • "Plan" means the subscription plan you select (for example Foundation, Professional, Business or Enterprise), including its features, limits and usage allowances as described on the Pricing Page or in your Order Form.
  • "Pricing Page" means our pricing page at achiai.com/pricing, or the plan information shown in the Service at checkout, as in force from time to time.
  • "Subscription Period" means the monthly or annual billing period you select (or as stated in your Order Form).
  • "Trial" means a free trial of the Service under clause 8.
  • "Usage Data" means technical and usage information about how the Service is accessed and used (such as feature usage counts, performance metrics, log and diagnostic data and credit consumption), which does not include the substance of Customer Content.

3. Business use only

3.1 The Service is provided only to businesses and organisations for use in the course of their trade, business, craft or profession. By accepting these Terms you confirm that you are acting for business purposes and not as a consumer.

3.2 Consumer protection rights that apply only to consumers (including statutory cancellation or "cooling-off" rights for consumers) do not apply to this agreement. Nothing in these Terms excludes or limits any right or remedy that cannot be excluded or limited under applicable law.

3.3 You must be at least 18 years old to create an Account or to be an Authorised User.

4. Accounts and Authorised Users

4.1 You must provide accurate and complete registration and billing information and keep it up to date.

4.2 You are responsible for: (a) all activity under your Account; (b) deciding who is an Authorised User and what permissions they have; (c) ensuring that your Authorised Users comply with these Terms; and (d) keeping log-in credentials confidential and secure. Each log-in is for one individual only and must not be shared.

4.3 You must tell us promptly at hello@achiai.com if you become aware of any unauthorised access to or use of your Account.

4.4 The number of Authorised Users and other usage limits depend on your Plan. If you exceed a limit, we may ask you to upgrade or reduce your usage, and the Service may prevent further use beyond that limit.

5. The Service

5.1 Achi is a platform that helps organisations design, configure and run business processes, for example forms, roles, workflows, rules, documents, approvals and notifications, with the assistance of AI Features. The features available to you depend on your Plan.

5.2 We are continually developing the Service. We may add, change or remove features from time to time, provided that we will not materially reduce the core functionality of your paid Plan during a Subscription Period you have already paid for. Where a change materially and adversely affects you, we will give you reasonable notice where practicable.

5.3 References on our website, in product materials or in conversations to features that are planned, "coming soon", on a roadmap or otherwise not yet generally available are not commitments. You should not rely on any future feature when deciding to buy the Service. Only features available in the Service at the time you subscribe (or listed in your Order Form) form part of what we provide.

5.4 We may offer features labelled as "beta", "preview" or similar. These are provided for evaluation, may be changed or withdrawn at any time, and are provided "as is" without any commitment.

6. AI Features and AI Output

6.1 AI proposes; you decide. The AI Features are designed to assist people, not replace them. AI Output is a proposal or draft for you to review. Achi is not an autonomous decision-maker. The Service is designed so that actions with material or irreversible effect (such as publishing a workflow or process configuration that you have asked Achi to build) require confirmation by an Authorised User before they take effect. You and your Authorised Users remain responsible for all material decisions made using the Service.

6.2 Your responsibility to review. AI systems can produce output that is inaccurate, incomplete, out of date, biased or unsuitable for your purpose, and may present it with apparent confidence. You are responsible for reviewing, checking and, where appropriate, editing AI Output before you publish it, rely on it or use it in your operations, and for any decision you make or action you take based on it.

6.3 Not professional advice. AI Output is not legal, financial, tax, accounting, medical, employment, regulatory or other professional advice and must not be treated as a substitute for it.

6.4 Decisions about individuals. You must not use the Service to make decisions based solely on automated processing that produce legal effects concerning, or similarly significantly affect, individuals, unless you have a lawful basis to do so, have implemented any safeguards required by law (including meaningful human review), and have given any information required by law to those individuals.

6.5 Similar output. Because of the nature of AI, AI Output generated for you may be similar or identical to output generated for other customers. Our commitments to you in clause 11 apply to your Customer Content, not to similar content independently generated for others.

6.6 No training on your content. We do not use Customer Content to train or fine-tune artificial intelligence models, whether our own or any third party's. Third-party AI providers process Customer Content only to generate responses for you, under their terms with us. We may use aggregated, de-identified Usage Data (not Customer Content) to operate, secure, support and improve the Service, as described in clause 11.4.

6.7 Third-party models. The AI Features use models provided by third parties, accessed through model-routing services. We may change the models or providers we use at any time. The availability, behaviour and quality of AI Features may vary as a result.

6.8 Usage allowances. Use of AI Features may be measured against usage allowances (such as AI credits) as described in clause 9.6.

7. Acceptable Use Policy

7.1 You must use the Service only for lawful purposes and in accordance with these Terms. You must not, and must not allow any person to:

(a) use the Service in breach of any applicable law or regulation, including data protection, privacy, electronic marketing, consumer protection, anti-discrimination, employment, export control and sanctions laws;

(b) upload, generate, store or share content that is unlawful, infringing, defamatory, harassing, threatening, obscene, fraudulent, deceptive or discriminatory, or that contains malware, viruses or other harmful code;

(c) attempt to gain unauthorised access to the Service, other accounts, or our or our providers' systems or networks, or probe, scan or test their vulnerability, or breach or circumvent any security or authentication measures;

(d) interfere with or disrupt the integrity or performance of the Service or other customers' use of it, including by sending excessive load or requests;

(e) copy, modify, translate, create derivative works of, decompile, disassemble or reverse engineer the Service, except to the extent that applicable law expressly permits this despite this restriction;

(f) use automated means (including bots, scrapers or crawlers) to access, scrape or extract data from the Service, except through interfaces and in ways we provide or approve;

(g) use the Service, or any AI Output, to build or train a competing product or service, or to train any AI model;

(h) attempt to bypass usage limits, Plan restrictions or credit metering, or to extract the underlying prompts, models or system instructions of the AI Features;

(i) sell, resell, sublicense, rent or otherwise make the Service available to third parties other than your Authorised Users, unless agreed in an Order Form;

(j) use the Service for any high-risk purpose where failure or inaccuracy could lead to death, personal injury or serious physical or environmental damage, including in emergency services, medical diagnosis or treatment, or the operation of critical infrastructure;

(k) process special category personal data, criminal offence data or children's personal data in the Service unless you have a lawful basis and all required safeguards in place, and you have assessed that the Service is appropriate for that processing; or

(l) use the Service to send unsolicited marketing or spam, or to impersonate any person or misrepresent your affiliation.

7.2 If you become aware of any breach of this clause 7 by an Authorised User, you must take prompt steps to stop it and tell us.

7.3 If we reasonably believe that you or an Authorised User have breached this clause 7, we may remove or disable access to the relevant content, and/or suspend access under clause 18.

8. Free Trial

8.1 We may offer a free Trial of the Service, currently for 14 days from the date your Account is created, unless we state a different period when you sign up. Trial features, limits and usage allowances are as described on the Pricing Page at the time you start the Trial. We may offer a Trial only once per organisation.

8.2 We may not require payment details to start a Trial. At the end of the Trial, you'll need to subscribe to a paid Plan to keep using the Service. Your Account will then become restricted or read-only, and we will retain your Customer Content for a limited period after the Trial ends, after which it is deleted. You can subscribe during that period to restore full access.

8.3 The Trial is provided free of charge, "as is" and "as available", without any warranty, support commitment or service level. To the extent permitted by law, our total liability to you in connection with a Trial is limited as set out in clause 23.4. We may end or change a Trial at any time.

9. Plans, Fees and billing

9.1 Plans and pricing. Plans, Fees, features and usage allowances are as described on the Pricing Page at the time you subscribe or renew, or in your Order Form. Enterprise plans are available only under an Order Form.

9.2 Billing. Paid Plans are billed in advance on a monthly or annual basis, as you select at checkout or as stated in your Order Form. Self-serve payments are processed by our payment provider, Stripe. By providing payment details you authorise us (and Stripe on our behalf) to charge the Fees for each Subscription Period, and any other charges you incur, to your chosen payment method. Payment card details are handled by Stripe and are not stored by us. Use of Stripe is also subject to Stripe's own terms.

9.3 Automatic renewal. Your subscription renews automatically at the end of each Subscription Period for a further period of the same length, at the Fees then in force for your Plan, unless you cancel under clause 10.

9.4 Price changes. We may change our Fees or Plans. We will give you at least 30 days' notice before any increase in the Fees for your Plan. The change will take effect from the start of your next Subscription Period after the notice period ends. If you do not agree to the change, you may cancel before it takes effect. Fees for a Subscription Period you have already paid for will not change.

9.5 Changing Plan. You may upgrade or downgrade your Plan from within the Service or by contacting us. Upgrades take effect as shown at checkout. Downgrades take effect from the start of your next Subscription Period. Downgrading may reduce the features, limits or allowances available to you; changing Plan does not of itself delete Customer Content, but you may lose access to content or features that exceed the limits of your new Plan until you upgrade again. We may change the features or allowances of Plans for future Subscription Periods on at least 30 days' notice.

9.6 Usage allowances and credits. Some Plans include allowances for use of AI Features, such as AI credits, as described on the Pricing Page. Unless the Pricing Page or Order Form states otherwise: (a) periodic allowances reset at the start of each allowance period and do not roll over; (b) additional credits or top-ups may be available to paid Plans on the terms shown at purchase, including any expiry period; (c) credits have no cash value, are not transferable and are not refundable; and (d) when an allowance is used up, the AI Features may be paused until the allowance resets or you buy more, while other features of the Service may continue to operate. The usage balance displayed in the Service is our record of your usage, save for manifest error.

9.7 Taxes. Fees are stated exclusive of VAT and any other applicable sales, use or similar taxes, which you must pay in addition at the applicable rate. You are responsible for any withholding taxes; if you are required by law to withhold tax, you must increase the payment so that we receive the full amount we would have received without the withholding. Fees are charged in pounds sterling (GBP) unless stated otherwise at checkout.

9.8 Late or failed payment. If a payment fails or is not made when due, we (or Stripe) may retry the payment and notify you. If payment remains outstanding for 14 days after we notify you, we may suspend your access under clause 18 until payment is made. For invoiced customers, Fees are payable within 30 days of the invoice date unless your Order Form says otherwise, and we may charge interest on overdue amounts at 4% per year above the Bank of England base rate from the due date until payment.

9.9 Disputed charges. If you believe a charge is wrong, please contact us within 30 days of the charge so we can investigate before you raise a chargeback with your bank.

10. Cancellation and refunds

10.1 Cancellation. You can cancel by emailing hello@achiai.com; cancellation takes effect at the end of the current Subscription Period. You will keep access to the Service until then, and your subscription will not renew.

10.2 No refunds for partial periods. Fees are non-refundable, and we do not provide refunds or credits for partially used Subscription Periods (including annual Subscription Periods), unused allowances or credits, unused Authorised User seats, or downgrades, except as set out in clause 10.3.

10.3 Exceptions. We will refund the pro-rata portion of any prepaid Fees covering the remainder of the Subscription Period after the effective date of termination if: (a) we terminate your subscription for convenience (that is, other than for your breach) under clause 19.3; (b) you terminate under clause 19.2 because we have committed a material breach that we have failed to remedy; (c) you cancel under clause 24.2 because of a material adverse change to these Terms; (d) you terminate under paragraph 5 of Schedule 1 following an unresolved objection to a new sub-processor; or (e) we terminate an affected subscription under clause 22.2. We will also give any refund that is required by applicable law.

10.4 There is no separate refund policy. This clause 10 sets out our full refund position.

11. Customer Content and Usage Data

11.1 You own your Customer Content. As between you and us, you retain all rights, title and interest (including intellectual property rights) in your Customer Content. Subject to clause 6.5 and to our rights in the Service under clause 12, as between you and us you own the AI Output generated for you, to the extent any rights exist in it. We do not claim ownership of your Customer Content.

11.2 Licence to us. You grant us, our affiliates and our sub-processors a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, process, display and adapt your Customer Content only as necessary to provide, maintain, secure and support the Service for you, to comply with law, and as otherwise instructed by you or permitted under the DPA.

11.3 Your responsibilities. You are responsible for your Customer Content, including its accuracy, quality and legality, and for ensuring that you have all rights, licences, consents and notices needed for us to process it under these Terms. You are responsible for keeping your own copies of Customer Content that is important to you.

11.4 Usage Data. We may collect and use Usage Data to operate, maintain, secure, support and improve the Service, to meter usage and billing, and to develop new features. We may use and share Usage Data in an aggregated and de-identified form that does not identify you, your Authorised Users or any individual, and does not include the substance of Customer Content. To the extent Usage Data contains personal data, we handle it as described in our Privacy Policy.

11.5 Feedback. If you give us suggestions or feedback about the Service, we may use them freely without any obligation to you, provided that we do not identify you as their source without your consent.

12. Our intellectual property

12.1 We (and our licensors) own all rights, title and interest, including all intellectual property rights, in and to the Service, our software, model configurations, prompts and system instructions, interfaces, documentation, the "Achi" and "Dormot" names and logos, and any improvements to them. These Terms do not transfer any of those rights to you.

12.2 Subject to these Terms and payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during your subscription for your Authorised Users to access and use the Service for your internal business purposes.

13. Data protection

13.1 Each party will comply with the data protection laws that apply to it in connection with the Service, including, where applicable, the UK GDPR and the Data Protection Act 2018, and the EU GDPR.

13.2 Customer personal data. To the extent that Customer Content includes personal data, you are the controller and we process it as your processor on your behalf. The Data Processing Terms in Schedule 1 (the DPA) form part of these Terms and apply to that processing. If there is a conflict between these Terms and the DPA concerning the processing of personal data, the DPA prevails.

13.3 Our own personal data processing. We act as a controller of personal data about your Authorised Users, billing contacts and website visitors that we use to manage our relationship with you, run our business and improve the Service. Our Privacy Policy at achiai.com/privacy-policy explains how we do this. You must ensure that your Authorised Users are made aware of our Privacy Policy.

13.4 Your responsibilities. You are responsible for: (a) having a lawful basis and giving any required notices for the personal data you put into the Service; (b) your own privacy notice to the individuals whose data you process using the Service; and (c) configuring the Service, including permissions and retention settings, appropriately for your use.

13.5 International transfers. We and our sub-processors may process personal data outside the United Kingdom. Where we do, we will ensure appropriate safeguards are in place as required by data protection law, as described in the DPA and our Privacy Policy.

14. Security

14.1 We implement technical and organisational measures appropriate to the risk that are designed to protect Customer Content against unauthorised access, loss or disclosure. These include industry-standard measures such as encryption of data in transit and at rest, access controls and logical separation of customer data.

14.2 No system is completely secure. You are responsible for the security of your own devices, networks and credentials and for configuring user permissions in the Service appropriately.

14.3 If we become aware of a personal data breach affecting your Customer Content, we will notify you without undue delay and provide the information required under the DPA.

15. Confidentiality

15.1 Each party (the "Recipient") will keep confidential all non-public information disclosed by the other party (the "Discloser") that is marked as confidential or would reasonably be regarded as confidential ("Confidential Information"). Your Customer Content is your Confidential Information. Non-public information about the Service, its pricing under any Order Form, and our security measures is our Confidential Information.

15.2 The Recipient will use the Discloser's Confidential Information only to perform its obligations or exercise its rights under these Terms, and will disclose it only to its employees, contractors, sub-processors and professional advisers who need to know it and are bound by confidentiality obligations at least as protective as this clause.

15.3 This clause does not apply to information that: (a) is or becomes public other than through breach of this clause; (b) the Recipient already lawfully knew or independently developed; or (c) the Recipient lawfully receives from a third party without a duty of confidentiality. The Recipient may disclose Confidential Information where required by law, a court or a regulator, giving the Discloser prompt notice where legally permitted.

15.4 This clause continues to apply for five years after the agreement ends, and for trade secrets and Customer Content for as long as they remain confidential.

16. Third-party services

16.1 The Service relies on third-party services, such as hosting, database, AI model and payment providers. We are responsible for the providers we engage as sub-processors in accordance with the DPA.

16.2 If you choose to connect or use any third-party product or service with the Service (now or when such connections become available), your use of that third-party service is governed by its own terms, and we are not responsible for it, its availability, or how it handles your data.

17. Availability and support

17.1 We will use reasonable efforts to make the Service available and to provide support as described for your Plan. The Service is provided on an "as available" basis. We do not guarantee that the Service will be uninterrupted, error-free or available at any particular time, or that AI Features will always be available.

17.2 We may carry out planned maintenance, and will try to give advance notice of planned maintenance that we expect to cause significant disruption. We may carry out emergency maintenance without notice.

17.3 No service level unless agreed in writing. No service level agreement, uptime commitment or service credits apply to the Service unless they are expressly set out in an Order Form signed by us (or in a service level schedule that an Order Form expressly incorporates). Any such service credits are your sole and exclusive remedy for the failure they cover, to the extent permitted by law.

18. Suspension

18.1 We may suspend all or part of your or any Authorised User's access to the Service, with notice where reasonably practicable, if:

(a) any Fees remain unpaid as described in clause 9.8;

(b) we reasonably believe that you or an Authorised User have breached the Acceptable Use Policy (clause 7);

(c) we reasonably believe that your use poses a security risk to the Service or any third party, could cause us or others legal liability, or could adversely affect the Service or other customers; or

(d) we are required to do so by law or by a court, regulator or other authority.

18.2 We will limit any suspension, in scope and duration, to what is reasonably necessary, and will restore access promptly once the cause has been resolved. Suspension does not stop Fees from accruing, unless the suspension resulted from our own error.

19. Term and termination

19.1 Term. This agreement starts when you first accept these Terms and continues until all your subscriptions (and any Trial) have ended or been cancelled, or until it is terminated under this clause 19.

19.2 Termination for breach. Either party may terminate this agreement by written notice if the other party commits a material breach of these Terms and (where the breach can be remedied) fails to remedy it within 30 days after receiving written notice describing the breach. We may terminate on shorter notice if you breach the Acceptable Use Policy in a serious way or repeatedly, or if Fees remain unpaid for more than 30 days after we notify you.

19.3 Termination for convenience by us. We may terminate this agreement or your subscription for any reason by giving you at least 30 days' written notice. If we do so, clause 10.3 applies.

19.4 Insolvency. Either party may terminate immediately by written notice if the other party becomes insolvent, enters administration, liquidation or any arrangement with its creditors (other than a solvent reorganisation), or suffers any similar event in any jurisdiction.

19.5 Cancellation by you. You can cancel by emailing hello@achiai.com; cancellation takes effect at the end of the current Subscription Period.

20. Effect of termination: export and deletion of Customer Content

20.1 When this agreement or your subscription ends: (a) your right to use the Service ends (subject to clause 20.2); and (b) you must pay any Fees due up to the end of the relevant period.

20.2 Export window. For 30 days after termination or expiry of your paid subscription, you may export your Customer Content using the export tools available in the Service or by asking us for an export. During this period your Account may be read-only. We are not required to provide an export if we terminated for your breach of clause 7 or non-payment, unless the law requires otherwise.

20.3 Deletion. After the export window, we will delete your Customer Content from our active systems within a further 30 days, except that: (a) copies in our backups will be deleted or overwritten in the ordinary course of our rolling backup cycle and will remain protected under these Terms and the DPA until then; and (b) we may keep information that we are required to retain by law, or that we need to establish, exercise or defend legal claims, for as long as necessary (for example, billing and transaction records, which we generally keep for six years). For expired Trials, clause 8.2 applies.

20.4 Survival. Clauses 6.2 to 6.4, 9 (for amounts due), 10, 11, 12, 13, 15, 20, 21, 22, 23, 26 and 27, Schedule 1, and any other provision intended to survive, continue after this agreement ends.

21. Warranties and disclaimers

21.1 Each party confirms that it has the authority to enter into this agreement.

21.2 We will provide the Service with reasonable skill and care.

21.3 Except as expressly set out in these Terms or an Order Form, and to the maximum extent permitted by law, the Service and all AI Output are provided "as is" and "as available", and all warranties, conditions, representations and other terms implied by statute, common law or otherwise (including as to satisfactory quality, fitness for a particular purpose, accuracy and non-infringement) are excluded. In particular, we do not warrant that AI Output will be accurate, complete, reliable, lawful or fit for your purpose, or that the Service will meet your particular requirements or any regulatory obligation that applies to you.

22. Indemnities

22.1 By you. You will defend and indemnify us against all losses, damages, fines, costs and expenses (including reasonable legal fees) arising from any third-party claim or regulatory action to the extent that it arises from: (a) your Customer Content, including any claim that it infringes a third party's rights or is unlawful; or (b) your or your Authorised Users' use of the Service in breach of clause 7 or of applicable law.

22.2 By us. We will defend you against any claim by a third party that your use of the Service in accordance with these Terms infringes that third party's UK intellectual property rights, and will pay damages and costs finally awarded against you (or agreed by us in settlement) in respect of that claim. This indemnity does not apply to claims arising from: (a) your Customer Content or AI Output; (b) any modification of the Service not made by us; (c) combination of the Service with anything not supplied by us; (d) third-party services; or (e) use in breach of these Terms. If such a claim is made or we reasonably think it is likely, we may, at our option and cost, obtain the right for you to continue using the Service, modify it so that it is non-infringing without materially reducing its functionality, or terminate the affected subscription and refund prepaid Fees for the unused part of the Subscription Period. This clause 22.2 states your sole and exclusive remedy for such claims, and our liability under it is subject to the cap in clause 23.3.

22.3 Conditions. The party seeking to be indemnified must: (a) notify the other party promptly in writing of the claim; (b) allow the indemnifying party to conduct and settle the claim (provided that no settlement imposing an admission or obligation on the indemnified party may be made without its consent, not to be unreasonably withheld); (c) give reasonable assistance at the indemnifying party's cost; and (d) not make any admission about the claim without the indemnifying party's consent.

23. Limitation of liability

23.1 What we do not limit. Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) your obligation to pay Fees due; or (d) any other liability that cannot be limited or excluded under applicable law.

23.2 Excluded losses. Subject to clause 23.1, neither party will be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits, revenue, sales or business; (b) loss of anticipated savings; (c) loss of goodwill or reputation; (d) loss of or damage to data, except that we will use reasonable efforts to restore lost or corrupted Customer Content from the most recent backup we hold where the loss was caused by us, and this will be your sole remedy for such loss; or (e) indirect, special or consequential loss, in each case arising under or in connection with this agreement.

23.3 Liability cap. Subject to clauses 23.1 and 23.2, each party's total aggregate liability arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total Fees paid and payable by you to us under this agreement in the 12 months immediately before the event giving rise to the claim. This cap does not apply to your liability under clause 22.1.

23.4 Trials and free use. Where you use the Service free of charge (including during a Trial), subject to clause 23.1, our total aggregate liability to you will not exceed £100.

23.5 AI Output. Subject to clause 23.1, we are not liable for any loss arising from decisions made or actions taken by you or your Authorised Users in reliance on AI Output without the review required by clause 6.2.

23.6 You agree that the Fees reflect the allocation of risk in this clause 23 and that these limits are reasonable for a business-to-business service.

24. Changes to these Terms

24.1 We may update these Terms from time to time, for example to reflect changes to the Service, our business or the law. The "Last updated" date shows when they were last changed.

24.2 If we make a material change that adversely affects you, we will give you at least 30 days' notice by email to your Account owner and/or in the Service before it takes effect. If you do not agree, you may cancel your subscription before the change takes effect and, if the change would apply during a Subscription Period you have already paid for, we will refund the prepaid Fees for the remainder of that period. If you continue to use the Service after the change takes effect, the updated Terms will apply.

24.3 We may make changes that are not material, or that are required by law or for security reasons, with effect from when we publish them (or on shorter notice if required).

24.4 Any change to the terms of a signed Order Form requires the written agreement of both parties.

25. Order Forms and order of precedence

If there is a conflict between the documents that make up this agreement, they will take priority in the following order: (a) the Order Form (including any service level schedule it incorporates), but only for the specific subject matter it addresses and only if it expressly refers to the clause it overrides; (b) the DPA, in relation to the processing of personal data; (c) these Terms; and (d) any other policies referred to in these Terms.

26. General

26.1 Assignment. You may not assign or transfer your rights or obligations under this agreement without our prior written consent (not to be unreasonably withheld). We may assign or transfer (including by novation) this agreement, in whole or in part, to any affiliate or to a successor to all or part of our business or the Service, including a successor entity in a group reorganisation, by giving you notice. You agree to sign any documents reasonably required to give effect to such a novation.

26.2 Subcontracting. We may use subcontractors and sub-processors to provide the Service, and remain responsible for their performance of our obligations, subject to the DPA.

26.3 Force majeure. Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including failure of third-party hosting, network or AI providers not caused by that party, power or internet failure, fire, flood, pandemic, war, terrorism, cyber-attack, industrial action or governmental action. If such an event continues for more than 60 days, either party may terminate the affected subscription by written notice.

26.4 Notices. We may give you notices by email to the address associated with your Account owner or billing contact, or within the Service. You must send legal notices to us at hello@achiai.com, with a copy to our registered office. Email notices are treated as received on the next business day after sending, unless the sender receives a delivery failure message.

26.5 Export control and sanctions. You confirm that neither you nor any Authorised User is located in, or is owned or controlled by, or acting for, any person in a country or territory, or on any list, subject to UK, EU, UN or US sanctions, and you will not use the Service in breach of export control or sanctions laws. We may suspend or terminate the Service immediately if this confirmation becomes untrue.

26.6 Local laws. The Service is available to businesses in the countries where our payment provider supports our account. You are responsible for ensuring that your use of the Service complies with the laws that apply to you in your location.

26.7 Entire agreement. These Terms, together with any Order Form, the DPA and the documents referred to in them, form the entire agreement between us about the Service and replace any earlier agreement, understanding or arrangement. Each party acknowledges that it has not relied on any statement, promise or representation (including marketing materials or statements about future features) that is not set out in this agreement. Nothing in this clause limits liability for fraud. Any terms in your purchase order or other documents do not apply.

26.8 Waiver. A failure or delay in exercising a right or remedy does not waive it.

26.9 Severability. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the agreement will remain in effect.

26.10 Third-party rights. No one other than you and us has any right to enforce these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

26.11 Relationship. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship between the parties.

26.12 Publicity. We will not use your name or logo in our marketing without your prior written consent.

26.13 Language. These Terms are in English. Any translation is for convenience only and the English version prevails.

27. Governing law and disputes

27.1 If a dispute arises, each party will first try in good faith to resolve it by referring it to a senior representative (for us, a director) for discussion within 30 days of written notice of the dispute. This does not prevent either party from seeking urgent injunctive or other interim relief at any time.

27.2 This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, is governed by the law of England and Wales.

27.3 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, except that we may bring proceedings to recover unpaid Fees in the courts of the country where you are established.

28. Contact us

Dormot Technologies Ltd (trading as Achi)
Registered office: 53 John Barnes Walk, London, England, E15 4SY
Company number: 15927545 (England and Wales)
Legal notices: hello@achiai.com
General enquiries and support: hello@achiai.com
Privacy: hello@achiai.com

Schedule 1 – Data Processing Terms

This Schedule forms part of the Terms and is the "DPA" referred to in them. It applies where we process personal data contained in Customer Content on your behalf. In it, "data protection law" means the UK GDPR, the Data Protection Act 2018 and, where they apply to the processing, the EU GDPR and any other applicable data protection laws. "Controller", "processor", "personal data", "personal data breach", "processing" and "data subject" have the meanings given in data protection law.

1. Roles and scope. You are the controller and we are your processor for personal data in Customer Content. Subject matter and duration: providing the Service for the term of your subscription and until deletion under clause 20. Nature and purpose: hosting, storing, processing, displaying and transmitting Customer Content, and generating AI Output, to provide, secure and support the Service. Types of personal data: any personal data you or your Authorised Users put into the Service, such as names, contact details, job information and the content of forms, documents, workflow records and approvals. Data subjects: your Authorised Users and any individuals whose personal data you put into the Service. You must not put special category or criminal offence data into the Service unless you have a lawful basis for doing so and it is necessary for your use of the Service.

2. Instructions. We will process personal data only on your documented instructions, which are these Terms, your configuration and use of the Service, and any other written instructions we agree, unless the law requires otherwise. If the law requires otherwise, we will tell you before processing unless the law prohibits that. We will tell you if we believe an instruction infringes data protection law.

3. Confidentiality. We will ensure that people authorised to process the personal data are bound by appropriate obligations of confidentiality.

4. Security. We will implement appropriate technical and organisational measures to protect the personal data, as required by Article 32 of the UK GDPR, as described in clause 14.

5. Sub-processors. You give us general authorisation to engage sub-processors. Our current sub-processors are listed in our Privacy Policy. We will notify you of any intended addition or replacement of a sub-processor (for example by email or in the Service) at least 14 days before it takes effect. If you object on reasonable data protection grounds, we will discuss your concerns in good faith, and if we cannot resolve them you may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unused part of the Subscription Period. We will impose data protection obligations on each sub-processor that are no less protective than those in this Schedule, and we remain liable to you for their performance.

6. International transfers. We may transfer personal data outside the UK (and, where the EU GDPR applies, outside the EEA). Where we do, we will ensure the transfer is covered by an adequacy decision or appropriate safeguards, such as the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses.

7. Assistance. Taking into account the nature of the processing, we will provide reasonable assistance to help you: (a) respond to requests from data subjects exercising their rights; and (b) meet your obligations on security, personal data breach notification, data protection impact assessments and prior consultation with a supervisory authority. If a data subject contacts us directly about Customer Content, we will pass the request to you where we can identify you.

8. Personal data breaches. We will notify you without undue delay after becoming aware of a personal data breach affecting Customer Content, and will provide the information you reasonably need to meet your own obligations, as it becomes available.

9. Deletion or return. At the end of the Service we will make Customer Content available for export and then delete it as described in clause 20, unless the law requires us to keep it.

10. Information and audit. We will make available to you the information reasonably necessary to demonstrate our compliance with this Schedule, and will allow for and contribute to audits, including inspections, by you or an auditor you appoint. Audits must be on reasonable written notice, no more than once a year (unless required by a supervisory authority or following a personal data breach), during business hours, subject to confidentiality, and at your cost. We may meet requests first by providing written responses and relevant documentation.

11. Your obligations. You are responsible for having a lawful basis for the processing, for giving any required notices to data subjects, and for the lawfulness of your instructions and of the Customer Content.

12. Liability. Each party's liability under this Schedule is subject to the limits and exclusions in clause 23 (Limitation of liability), except where the law does not allow it.