Terms of Service

1. Parties

These Terms of Service ("Agreement") are between ACTly Limited, a company incorporated in Ireland (registration number: pending), with its registered office at [Address TBC], Dublin, Ireland ("ACTly", "we", "us"), and the organisation or individual subscribing to the ACTly platform ("Client", "you").

By creating an account, subscribing to a plan, or using the ACTly platform, you confirm that you have the authority to bind your organisation to this Agreement and that you accept these terms in full.

2. Service Description

ACTly provides an AI-powered compliance platform designed to assist mid-market European businesses with their obligations under the EU Artificial Intelligence Act (Regulation (EU) 2024/1689). The platform includes:

• Automated gap analysis against EU AI Act requirements
• Regulatory change monitoring and impact summaries
• AI-assisted policy and documentation drafting
• Fundamental rights and data protection impact assessments
• AI system inventory and audit report generation

All outputs produced by ACTly's compliance analysts are subject to human-in-the-loop review before delivery. ACTly does not provide legal advice. Outputs are informational tools to support your compliance efforts and should be reviewed by qualified professionals before reliance.

3. Subscription & Payment

3.1 Plans

Access to ACTly is provided on a monthly subscription basis. The features, usage limits, and pricing applicable to your subscription are defined by your selected plan at the time of purchase.

3.2 Billing

Subscriptions are billed monthly in advance via Stripe. All prices are in euros and exclusive of VAT, which will be added where applicable. Payment is due on the date shown on your invoice. If payment fails, we will retry automatically and notify you. Accounts with payments overdue by more than 14 days may be suspended.

3.3 Overages

If your usage exceeds the analysis runs included in your plan during a billing period, additional runs will be charged at the published per-run rate, added to your next invoice.

3.4 Changes

You may upgrade your plan at any time, effective immediately. Downgrades take effect at the start of the next billing period. We may adjust pricing with 30 days' written notice before the start of a new billing period.

4. Client Responsibilities

You agree to:

• Provide accurate, complete, and lawful data when using the platform, including any documents uploaded for analysis.
• Maintain the confidentiality of your account credentials and notify us immediately of any unauthorised access.
• Ensure you have the legal right to upload and process all documents submitted to ACTly, including any personal data contained therein.
• Use the platform only for lawful purposes related to your organisation's compliance obligations.
• Review all AI-generated outputs through your internal approval process before relying on them for compliance decisions.

You remain solely responsible for your organisation's compliance with the EU AI Act and all other applicable regulations. ACTly is a tool to assist your efforts, not a substitute for legal counsel or internal governance.

5. Intellectual Property

5.1 Your Content

You retain full ownership of all documents, data, and materials you upload to ACTly ("Client Content"). You grant ACTly a limited, non-exclusive licence to process your Client Content solely for the purpose of delivering the services described in this Agreement.

5.2 Platform Outputs

Compliance reports, policy drafts, assessments, and other outputs generated by ACTly's compliance analysts ("Outputs") are licensed to you for your organisation's internal use. You may share Outputs with your regulators, auditors, and professional advisors. You may not resell, sublicence, or distribute Outputs to third parties as a commercial product.

5.3 ACTly Platform

ACTly retains all rights, title, and interest in the platform, including its software, algorithms, analytical models, user interface, and documentation. Nothing in this Agreement transfers ownership of any ACTly intellectual property to you.

6. Limitation of Liability

6.1 No Legal Advice

ACTly is not a law firm and does not provide legal advice. All platform outputs are informational and analytical in nature. You should obtain independent legal advice before making compliance decisions based on ACTly outputs.

6.2 Liability Cap

To the maximum extent permitted by Irish and EU law, ACTly's total aggregate liability under this Agreement shall not exceed the fees paid by you in the 12 months preceding the event giving rise to the claim. This cap does not apply to liability arising from fraud, gross negligence, or wilful misconduct.

6.3 Exclusions

ACTly shall not be liable for: (a) regulatory penalties, fines, or sanctions imposed on your organisation; (b) indirect, incidental, consequential, or punitive damages; (c) loss of profits, revenue, or data; (d) any claim arising from your failure to review Outputs before reliance; or (e) any claim arising from inaccurate or incomplete Client Content provided to the platform.

7. Confidentiality & Data Protection

7.1 Confidentiality

Each party agrees to keep confidential all non-public information received from the other party. This obligation survives termination for a period of 3 years. Confidential information does not include information that is publicly available, independently developed, or lawfully received from a third party.

7.2 Data Processing

ACTly processes personal data in accordance with our Privacy Policy and, where applicable, a Data Processing Agreement (DPA) executed between the parties. All client data is stored and processed within the European Union (Ireland and Germany). Our subprocessors and their roles are listed in the DPA annex.

7.3 Security

ACTly implements appropriate technical and organisational measures to protect Client Content and personal data, including encryption at rest and in transit, role-based access controls, and audit logging of all data access.

8. Termination

8.1 By Either Party

Either party may terminate this Agreement by providing 30 days' written notice before the end of the current billing period. Termination takes effect at the end of the paid period.

8.2 For Cause

Either party may terminate immediately if the other party: (a) materially breaches this Agreement and fails to cure within 14 days of written notice; or (b) becomes insolvent, enters administration, or ceases trading.

8.3 Effect of Termination

Upon termination, you may export your data within 30 days by using the platform's data export feature or by contacting support@actly.eu. After 30 days, your Client Content will be deleted in accordance with our data retention policy (90 days for cancelled accounts). Billing data is retained for 7 years as required by Irish tax law.

9. Governing Law & Disputes

This Agreement is governed by the laws of Ireland, without regard to conflict of law principles. Any dispute arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Ireland.

Before initiating formal proceedings, both parties agree to attempt resolution through good-faith negotiation for a period of 30 days.

For questions about these terms, contact legal@actly.eu.