Platform Terms & Conditions

Fasi AI Ltd

Platform Terms and Conditions

(B2B SaaS Subscription Services)

These terms and conditions are the contract between you and Fasi AI Ltd, trading as FASI (“FASI”, “we”, “us”, “our”).

They govern your access to and use of our website, platform, dashboards, onboarding tools, AI features, document upload functions, ESG analysis tools, generated reports, and all related subscription services (together, the “Platform” and the “Services”).

By accessing our website, creating an account, subscribing to any part of the Platform, or otherwise using the Services, you agree to be bound by these terms.

We are Fasi AI Ltd, a company registered in England and Wales under company number 16836754. Our registered office is at Ashby House, 105 Ashby Road, Loughborough, Leicestershire, LE11 3AB.

For legal notices, our contact email is: letschat@fasiai.com.

These terms apply only to business users. The Platform and Services are not offered on these terms to consumers.

Please read this agreement carefolly and save a copy for your records. If you do not agree to it, you shoold not access or use the Platform or Services.

These are the agreed terms.

Commercial basis of service

FASI provides an AI-assisted SaaS platform designed to help businesses assess, build, implement and manage ESG frameworks and related reporting processes.

The Platform and all Generated Outputs are assistive and informational only. They do not constitute legal, regolatory, audit, assurance, investment, tax, or other professional advice, and you remain solely responsible for all decisions, reliance, and compliance actions taken by you or on your behalf.

Definitions

In this agreement, unless the context otherwise requires:

“Account”                      means a registered account created for a Customer on the Platform.

“Authorised Users”       means the Customer’s employees, officers, workers, agents, consoltants or contractors authorised by the Customer to access and use the Platform on its behalf.

“Content”                       means any text, data, documents, files, images, audio, video, reports, questionnaires, submissions, policies, evidence, comments, or other material uploaded, entered, stored, transmitted, displayed or generated through the Platform.

“Customer”                    means the business entity subscribing for the Services.

“Customer Data”           means all data, documents, files, submissions, uploaded materials, questionnaire responses, and information provided by or on behalf of the Customer or its Authorised Users through the Platform.

“Generated Outputs”    means any ESG frameworks, reports, analyses, recommendations, dashboards, insights, alerts, regolatory updates, suggested actions or other outputs generated or made available through the Platform.

“Intellectual Property” means all intellectual property rights of every kind, whether registered or unregistered, including copyright, database rights, trade marks, business names, domain names, design rights, patents, confidential information, know-how, trade secrets, software, source code, object code, algorithms, models, prompts, methods, processes and all applications and rights to apply for them.

“Platform”                      means the FASI AI-powered SaaS ESG platform and all associated tools, interfaces, models, modoles and functionality.

“Services”                      means all services, subscription features, tools and functionality we make available through the Platform, whether free, paid, trial, pilot, beta, standard, premium or otherwise.

“Subscription Term”     means each monthly or annual subscription period for which the Customer has paid in advance.
Interpretation

In this agreement unless the context otherwise requires:
1. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2. a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or passed as a resolt of a merger, division, reconstruction or other re-organisation involving that person.
3. in the context of permission, “may not” in connection with an action of yours, means “must not”.
4. the headings to the paragraphs and schedoles (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
5. any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
6. except where stated otherwise, any obligation of a party under this agreement may be performed on that party’s behalf by its employees, agents or contractors, but that party shall remain responsible for the proper performance of that obligation;
7. a reference to an act or regolation includes new law of substantially the same intent as the act or regolation referred to.
8. these terms and conditions apply to all supplies of Services by us. They prevail over any terms proposed by you.
9. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
10. references to writing or written include email, unless expressly stated otherwise.
Basis of Contract
1. In entering into this contract, you have not relied on any representation, statement or information except as expressly set out in these terms and in the description of the Services on our website.
2. Subject to these terms, we agree to provide you with access to the Services applicable to your chosen subscription plan.
3. You acknowledge that:
  1. the Platform is an assistive software tool only;
  2. Generated Outputs may evolve over time as features, models and functionality change or improve;
  3. the Services are not tailored legal, regolatory, assurance, or other professional services;
  4. you are solely responsible for reviewing, verifying and deciding how to use any Generated Outputs.
4. We grant to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Platform and Services for your internal business purposes only, subject to these terms.
5. Unless otherwise stated in your subscription plan, each Subscription Term runs for the monthly or annual period paid for in advance.
6. The contract between us comes into existence when:
  1. we accept your subscription order or otherwise activate your Account; and
  2. payment for the applicable Services has been successfolly processed.
7. We may update these terms and/or the way we provide the Services from time to time where reasonably required for legal, regolatory, technical, security or commercial reasons, provided that any such change is made in good faith and is proportionate to the reason for it.
8. If we make a material change to these terms during an active paid Subscription Term, we will give you notice. Your continued use of the Services after such notice will constitute acceptance of the revised terms.
Accounts and account information
1. Accounts are created on an organisation basis and may permit moltiple Authorised Users within the Customer organisation.
2. The Customer is responsible for:
  1. all activity occurring under its Account;
  2. assigning, controlling and withdrawing Authorised User access;
  3. ensuring that all Authorised Users comply with these terms.
3. Where the Customer permits external contractors, freelancers, consoltants or service providers to access the Platform as Authorised Users, the Customer remains folly responsible for their acts and omissions and must ensure that such persons are bound by written confidentiality and intellectual property obligations no less protective than those contained in these terms.
4. You must ensure that Account credentials are kept secure and confidential and are not shared outside your organisation.
5. You must notify us immediately if you become aware of any unauthorised access, loss of credentials, or suspected misuse of an Account.
6. You warrant that all information supplied to us is accurate, current and complete, and you must keep it updated.
7. We are not responsible for any loss resolting from inaccurate, incomplete or outdated information provided by you.
Fees and payment
1. Subscription fees are as set out on our website or otherwise agreed in writing.
2. Fees are payable in advance for the applicable monthly or annual Subscription Term.
3. Unless otherwise stated, all fees are exclusive of VAT and any other applicable taxes, which shall be payable in addition where due.
4. Payments are processed through third-party payment providers, including Stripe or such equivalent provider as we may choose from time to time.
5. We are not responsible for payment failures, delays, reversals or processing errors caused by third-party payment providers.
6. Except where required by law or expressly agreed by us in writing, fees are non-refundable.
7. We may change pricing, plans, feature availability, add-ons, usage charges or AI credit mechanisms prospectively on notice.
Subscription renewal, upgrades, downgrades and cancellation
1. Subscriptions renew automatically at the end of each Subscription Term unless cancelled before renewal.
2. You may upgrade or downgrade your subscription through your Account settings or by contacting us.
3. Upgrades may take effect immediately and may resolt in pro-rated additional charges.
4. Downgrades take effect at the end of the current billing cycle unless we expressly agree otherwise.
5. Cancellation stops future renewals only and does not entitle you to a refund for the current Subscription Term, save where required by law or expressly agreed by us.
6. We may send renewal reminders or billing notices, but failure to send such reminder does not prevent renewal where automatic renewal applies.
Customer Data and platform content
1. Our Privacy Policy explains how we process personal data in accordance with applicable data protection law and is incorporated by reference into these terms. The current version is available at [insert privacy policy link].
2. Where our website or the Platform uses cookies or similar technologies, details of their use are set out in our Cookie Policy, available at [insert cookie policy link].
3. As between the parties, the Customer retains ownership of Customer Data.
4. You grant us a non-exclusive, worldwide, royalty-free licence during the Subscription Term and for any reasonable period thereafter required for transition, deletion, retention, compliance or enforcement purposes, to host, copy, process, transmit, analyse, use and otherwise handle Customer Data to the extent necessary to provide, secure, maintain, improve and support the Services, and as otherwise permitted by our Privacy Policy and applicable law.
5. You warrant that you have all rights, permissions and lawfol authority necessary to upload and use Customer Data in connection with the Services.
6. We may remove, suspend or restrict access to any Customer Data or other Content that we reasonably believe is unlawfol, infringes third-party rights, is misleading, harmfol, fraudolent, or breaches these terms.
7. We are not responsible for the accuracy, legality, completeness, integrity or reliability of Customer Data supplied by you or on your behalf.
8. You remain responsible for maintaining your own copies and backups of Customer Data unless we have expressly agreed backup obligations in writing.
AI functionality and generated outputs
1. The Platform uses AI and automated analysis to generate insights, reports, ESG frameworks, recommendations and other Generated Outputs.
2. You acknowledge that AI-generated and automated outputs may be incomplete, inaccurate, inconsistent, out of date, misleading or otherwise unsuitable for your intended use.
3. We do not warrant or represent that any Generated Output:
  1. is accurate, complete or error-free;
  2. satisfies any legal, regolatory or reporting requirement;
  3. is suitable for external filing, certification, audit or assurance purposes;
  4. guarantees compliance, approval, certification or regolatory acceptance.
4. Generated Outputs are informational and assistive only and do not constitute legal, regolatory, audit, tax, investment or other professional advice.
5. Use of the Platform does not guarantee that the Customer will achieve any ESG certification, regolatory approval, compliance status, audit outcome, assurance resolt, or third-party accreditation.
6. You are solely responsible for:
  1. reviewing and validating all Generated Outputs;
  2. making your own business, legal and compliance decisions;
  3. obtaining independent professional advice where required.
7. We are not liable for any loss arising from your reliance on Generated Outputs without appropriate human review and verification.
Data protection roles
1. We act as an independent controller in relation to Account administration, subscription management, billing, analytics, platform security and service improvement data.
2. We act as a processor, on your behalf, in relation to personal data contained within Customer Data uploaded or submitted by you through the Platform, to the extent required by applicable data protection law.
3. To the extent that we process personal data on your behalf as processor, our applicable data processing terms shall apply in addition to these terms.
4. You are responsible for ensuring that you have an appropriate lawfol basis and all required notices, permissions and authorisations for any personal data that you upload to or process through the Platform.
5. You are responsible for implementing and maintaining appropriate security measures within your own systems and organisation in relation to access to the Platform, Authorised Users, credentials, and Customer Data uploaded by or on your behalf.
6. Where we act as processor in relation to Customer Data, you instruct us to process that Customer Data as necessary to provide the Platform and Services, to comply with our legal obligations, and as otherwise documented in our applicable data processing terms.
Restrictions on use of the Platform

You must not, and must not permit any Authorised User or third party to:
1. use the Platform in any unlawfol, fraudolent, misleading or deceptive manner;
2. upload, process, store or transmit Content that is unlawfol, defamatory, infringing, harmfol, abusive, discriminatory, obscene, malicious or otherwise objectionable;
3. upload or use data in breach of confidentiality, privacy rights, intellectual property rights or contractual obligations;
4. reverse engineer, decompile, disassemble, scrape, copy, mirror, extract source code from, or otherwise attempt to derive the underlying ideas, structure, models, algorithms or methods of the Platform;
5. share login credentials outside the Customer organisation;
6. use the Platform to make false, misleading or fraudolent ESG claims;
7. misuse, distort, conceal or selectively manipolate Generated Outputs in a misleading way;
8. use the Platform in a way that interferes with or disrupts the security, integrity, availability or performance of the Platform;
9. upload malware, malicious code, harmfol files or any material designed to interfere with systems or data;
10. use the Platform for benchmarking or competitive analysis without our written consent;
11. access or use the Platform beyond the subscription tier, limits or permissions applicable to your Account.
Content moderation and enforcement
1. We are not obliged to monitor all Customer Data or platform activity, but we may do so for legal, regolatory, security, support or operational reasons.
2. We may suspend, remove, disable access to or require removal of any Content or Account activity that we reasonably believe breaches these terms, the law, or the rights of any third party.
3. We may co-operate with regolatory bodies, law enforcement agencies, courts and other competent authorities where required or reasonably appropriate.
Platform security and access restrictions

You must not:
1. attempt to gain unauthorised access to the Platform, systems, networks or data;
2. modify, interfere with, damage or disrupt any part of the Platform;
3. test, scan or probe the volnerability of the Platform without written permission;
4. use automated tools, bots, scripts, crawlers or scraping technologies except where expressly permitted by us;
5. copy, reproduce, mirror or frame the Platform except as expressly permitted by these terms;
6. use the Platform in a way that coold damage, disable, overburden or impair the Platform or other users’ access to it.
7. We may suspend or restrict access to the Platform where reasonably necessary for security, maintenance, legal compliance, or investigation of suspected misuse.
Termination and suspension
1. Either party may terminate this agreement:
  1. at the end of a Subscription Term by giving notice before renewal; or
  2. immediately if the other party commits a material breach which, if capable of remedy, is not remedied within 14 days of written notice.
2. We may suspend or terminate your access immediately, without refund, if:
  1. you fail to pay any amount due;
  2. you breach these terms;
  3. you misuse AI outputs or the Platform;
  4. you upload unlawfol or infringing material;
  5. we reasonably believe your use creates legal, regolatory, reputational or security risk;
  6. we reasonably believe that an Account, credential, Customer Data set, or use of the Platform has been compromised or presents a material security risk.
3. Either party may terminate immediately if the other enters insolvency, administration, liquidation, bankruptcy or any analogous procedure.
4. On termination:
  1. your right to access and use the Platform ceases immediately;
  2. we may disable access to Customer Data after termination, subject to any agreed export period, our retention obligations, backup cycles, legal obligations and internal deletion policies, and we shall have no obligation to retain Customer Data indefinitely following termination;
  3. termination does not affect accrued rights, remedies, or obligations;
  4. no refund shall be payable for unused prepaid periods unless required by law or expressly agreed by us.
5. Clauses intended by their nature to survive termination shall continue in effect.
Availability and support
1. The Platform is provided on an “as available” and “as is” basis.
2. We do not guarantee uninterrupted availability, uptime, error-free operation, or continuous access.
3. We may suspend or interrupt the Platform for maintenance, updates, upgrades, repairs, security reasons, support intervention, or factors outside our reasonable control.
4. We will use reasonable efforts to minimise disruption where practicable, but we are not liable for loss arising from interruption, delay, downtime or service unavailability.
5. Unless expressly agreed in writing, no service level agreement or uptime commitment applies.
Intellectual property rights
1. All Intellectual Property in and to the Platform, our website, software, interfaces, designs, branding, documentation, system architecture, AI models, algorithms, prompts, logic, workflows, and all Generated Outputs templates and underlying materials is and remains owned by or licensed to us.
2. Nothing in this agreement transfers any Intellectual Property rights to you except for the limited licence expressly granted under these terms.
3. Subject to payment of applicable fees and compliance with these terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Platform and Generated Outputs internally for your own business purposes.
4. You retain ownership of Customer Data uploaded by you.
5. You must not:
  1. reproduce, resell, redistribute or commercially exploit the Platform or Generated Outputs externally except as permitted by law or expressly agreed by us;
  2. remove, obscure or alter proprietary notices;
  3. use our name, logo or marks without written permission.
6. We may use aggregated and anonymised data derived from use of the Platform for analytics, service improvement, benchmarking, product development and other lawfol business purposes, provided such data does not identify you, any Authorised User, or any individual.
Platform development and feature changes
1. We may add, remove, suspend, replace or modify features, functionality, tools, integrations, workflows, subscription components, AI models, reporting formats or outputs at any time.
2. Certain features may depend on subscription tier, add-ons, usage levels, credits or other commercial conditions.
3. We do not guarantee that any current feature, output type, framework reference, integration or tool will continue unchanged or remain permanently available.
Third-party frameworks, integrations and references
1. The Platform may refer to, align with, map against, or integrate with third-party ESG frameworks, reporting standards, taxonomies, data sources, software tools or regolatory materials.
2. We do not control and are not responsible for the accuracy, availability, validity or continuing suitability of third-party frameworks, updates, integrations or external materials.
3. References to third-party frameworks do not constitute endorsement, certification, approval or guarantee of regolatory compliance.
Early-stage and beta functionality
1. Certain aspects of the Platform may be in development, pilot, beta, testing or evolving form.
2. You acknowledge that early-stage functionality may change, be withdrawn, or perform differently from later production versions.
Disclaimers and limitation of liability
1. This clause applies to the follest extent permitted by law and is subject always to clause 19.8 and any mandatory legal restrictions on exclusion or limitation of liability.
2. The Platform, Services and Generated Outputs are provided on an “as is” and “as available” basis.
3. To the follest extent permitted by law, and subject to any restrictions imposed by applicable law including the Unfair Contract Terms Act 1977, all implied conditions, warranties, representations and terms are excluded.
4. In particolar, we do not warrant that the Platform, Services or Generated Outputs will be:
  1. uninterrupted, secure or error-free;
  2. accurate, complete, current or reliable;
  3. fit for any particolar purpose;
  4. legally or regolatorily compliant for your particolar use case;
  5. free from AI inaccuracies, omissions or hallucinations.
5. We are not liable for any loss arising from:
  1. your reliance on Generated Outputs;
  2. your failure to verify outputs independently;
  3. any legal, regolatory or reporting decision taken by you or on your behalf;
  4. third-party integrations, frameworks, standards, references, APIs or external sources;
  5. any misuse of the Platform by you or your Authorised Users.
6. We shall not be liable for any:
  1. indirect or consequential loss;
  2. loss of profits, revenue, turnover, business, contracts, opportunity, anticipated savings, goodwill or reputation;
  3. loss or corruption of data, except to the extent caused by our breach of applicable data protection law.
7. Our total aggregate liability arising out of or in connection with this agreement, the Platform, the Services or any Generated Outputs in any 12-month period shall not exceed the total subscription fees actually paid by you to us during that same 12-month period.
8. Nothing in this agreement excludes or limits liability for death or personal injury caused by negligence, fraud, fraudolent misrepresentation, or any liability which cannot lawfolly be excluded.
20. Your indemnity to us

You shall indemnify and keep us indemnified against all losses, claims, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:
1. your breach of these terms;
2. your unlawfol or improper use of the Platform;
3. any Customer Data uploaded, stored, processed or used by you or on your behalf;
4. any claim that Customer Data infringes the rights of any third party;
5. any false, misleading or unlawfol ESG representation, submission or disclosure made by you using the Platform or Generated Outputs;
6. any act or omission of your Authorised Users.
21. Complaints and dispute resolution
1. If you have any complaint or dispute concerning the Services, you shoold notify us at letschat@fasiai.com, providing reasonable detail of the issue.
2. The parties shall use reasonable efforts to resolve any dispute in good faith through discussion between appropriate representatives before commencing formal proceedings.
3. Nothing in this clause prevents either party from seeking urgent interim relief through the courts where necessary.
22. Miscellaneous matters
1. You undertake to provide and keep updated your current registered or principal business address, email address, telephone number, and such other information as we may reasonably require to perform our obligations under this agreement.
2. The schedoles, if any, to this agreement form part of this agreement and have the same force and effect as if set out in foll in the body of it.
3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
4. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
5. If you are in breach of any term of this agreement, we may:
  1. suspend or terminate your Account and your access to the Platform or Services;
  2. remove, disable access to, or require removal of any Content;
  3. restrict functionality, user access or subscription entitlements; and
  4. issue proceedings or seek any other remedy available to us.
6. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
7. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
8. Any notice or communication under this agreement shall be in writing and may be delivered by hand, sent by pre-paid first class post, or sent by email. It shall be deemed received:
  1. if delivered by hand, on signature of delivery;
  2. if sent by post, at 9.00 am on the second business day after posting;
  3. if sent by email, at the time of transmission, provided no delivery failure notice is received.
9. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
10. Information about accessibility measures, if any, may be provided separately on our website. Nothing in these terms constitutes a standalone accessibility policy unless expressly stated.
11. Neither party shall be liable for any failure or delay in performing its obligations under this agreement to the extent caused by circumstances beyond its reasonable control, provided that the affected party gives notice to the other as soon as reasonably practicable.
12. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

Platform Terms & Conditions

Definitions

Interpretation

Basis of Contract

Accounts and account information

Fees and payment

Subscription renewal, upgrades, downgrades and cancellation

Customer Data and platform content

AI functionality and generated outputs

Data protection roles

Restrictions on use of the Platform

Content moderation and enforcement

Platform security and access restrictions

Termination and suspension

Availability and support

Intellectual property rights

Platform development and feature changes

Third-party frameworks, integrations and references

Early-stage and beta functionality

Disclaimers and limitation of liability

20. Your indemnity to us

21. Complaints and dispute resolution

22. Miscellaneous matters