Platform Subscription Agreement

1. The Platform

1.1 The Platform is a multi-tenant cloud service that lets the Customer connect approved third-party systems (such as accounting, CRM, payroll, and document storage providers) and use AI-generated analysis, recommendations, and conversational interfaces against the Customer’s connected data.

1.2 Chiefly may add, change, or remove features at any time. We won’t materially reduce the Platform’s core functionality during a paid term without giving the Customer reasonable notice and a refund option for the unused portion of the term.

1.3 Available capabilities, supported integrations, and any usage limits are described on our pricing page and within the Platform itself. The current version of those descriptions is part of this Agreement when the Customer subscribes.

2. Account, access, and authentication

2.1 The Customer is responsible for keeping account credentials secure, including any multi-factor authentication factors, and for all activity that takes place through the Customer’s account.

2.2 The Customer must notify Chiefly promptly at security@chieflyai.com if it suspects unauthorised access to its account.

2.3 Each user must be a real, identified person — accounts can’t be shared, and credentials can’t be transferred to anyone other than the user they were issued to. The Customer can add or remove users (subject to any seat allowances on its plan) at any time.

3. Free trial

3.1 New Customers may be eligible for a free trial period (currently 7 days, subject to change for future signups). The trial gives access to a subset or full set of paid features as described at signup.

3.2 A valid payment card is required to start the trial. The card is authorised but not charged during the trial period.

3.3 Auto-conversion. Unless the Customer cancels before the end of the trial, the trial converts automatically to the paid plan selected at signup at 00:01 GMT on the day after the trial ends. The first invoice covers the period beginning that day.

3.4 Pre-charge notice. Chiefly will send the Customer a reminder email at least 48 hours before the trial ends, and a final reminder at least 24 hours before, to the email address on the account. If the Customer doesn’t want to convert, the Customer must cancel before the trial ends.

3.5 Cancelling during the trial. The Customer can cancel during the trial at any time from the Platform’s account settings, or by emailing privacy@chieflyai.com. Cancelling during the trial means no charge, and the Customer’s data is treated under clause 3.6.

3.6 Trial data retention. If a trial doesn’t convert, Chiefly retains Customer Data for 30 days after the trial ends, then deletes it from production systems. Backups are purged on Chiefly’s normal backup-retention cycle. The Customer can request earlier deletion at privacy@chieflyai.com.

4. Fees, billing, and renewal

4.1 Plans and fees. Plan prices, billing cadence (monthly or annual), and any usage limits are set out at the time of subscription. Fees are exclusive of VAT, which we add where applicable.

4.2 Billing cycle.

• Monthly plans renew automatically on the same day each calendar month.
• Annual plans renew automatically on the anniversary of the subscription start date.

4.3 Payment. We charge the payment card on file on each renewal date. If a charge fails, we’ll retry; if retries fail for 14 days, we may suspend access until the bill is paid.

4.4 Price changes. We may change plan prices at any time. For the Customer’s existing subscription, a price change applies from the next renewal after we’ve given the Customer at least 30 days’ notice (60 days for annual plans).

4.5 Cancelling. The Customer can cancel any time from the Platform’s account settings.

• Monthly plans: cancellation stops the next renewal. The Customer keeps access through the end of the current billing month. No refund for the partial month.
• Annual plans: cancellation within 30 days of the start (or renewal) entitles the Customer to a pro-rated refund of the unused months. After 30 days, cancellation stops the next renewal — the Customer keeps access until the end of the current annual term, but no refund for the unused portion.

4.6 No refunds outside clause 4.5, except where required by law or where Chiefly materially breaches this Agreement (see clause 11).

5. Acceptable use

The Customer must not, and must not allow any user to:

5.1 Use the Platform in violation of any law or regulation.

5.2 Use the Platform to harm Chiefly, our other customers, or any third party — including by sending spam, distributing malware, attempting unauthorised access, or interfering with the Platform’s operation.

5.3 Use the Platform’s data, outputs, or any other content produced by the Platform to train, fine-tune, evaluate, or benchmark any machine-learning model intended to compete with the Platform without Chiefly’s prior written consent.

5.4 Reverse engineer, decompile, or otherwise attempt to extract source code or model weights from the Platform, except to the extent that English law permits despite this restriction.

5.5 Resell, sublicense, white-label, or repackage the Platform without a separate written agreement with Chiefly.

5.6 Use the Platform on behalf of a third party as a service bureau or managed-services offering without a separate written agreement.

5.7 Use the Platform for activities that require professional regulatory authorisation that Chiefly does not hold, including providing personalised financial advice, regulated investment recommendations, or regulated insurance services to third parties.

5.8 Connect data the Customer doesn’t have the right to share, including personal data the Customer can’t lawfully process or share with a sub-processor.

5.9 Share, transfer, or expose Platform credentials to anyone other than authorised users covered by the Customer’s subscription.

If Chiefly reasonably believes the Customer has breached this clause 5, Chiefly may suspend the Customer’s access without notice until the breach is investigated and resolved.

6. Customer Data

6.1 Definitions.

• “Customer Data” means any data, content, or information the Customer (or its users, or any approved third-party integration acting at the Customer’s instruction) makes available to the Platform.
• “Output” means content the Platform generates from Customer Data — including AI-generated analysis, summaries, conversational responses, document extracts, and recommendations.

6.2 Ownership. As between Chiefly and the Customer, the Customer owns all Customer Data and all Output generated from Customer Data. Chiefly does not claim ownership of any of it.

6.3 Licence to Chiefly. The Customer grants Chiefly a non-exclusive, royalty-free, worldwide licence to host, process, transmit, display, and otherwise use Customer Data solely to:

• Operate, maintain, secure, and improve the Platform for the Customer
• Generate Output for the Customer
• Comply with the Customer’s instructions
• Comply with applicable law or a binding order

6.4 Use for AI training. Chiefly does not use Customer Data to train, fine-tune, or evaluate large language models that are made available to other customers. Aggregated, fully anonymised, statistical insights (for example, “customers in your industry typically reconcile within X days”) may be derived from Platform usage in a way that does not identify the Customer or its data, and are not subject to this restriction.

6.5 Confidentiality of Customer Data. Chiefly treats Customer Data as confidential and protects it using the security controls described at /security and in our internal Customer Security Overview (available to qualified buyers under NDA).

6.6 Data export. During an active subscription, the Customer can export Customer Data through the Platform’s export tools or by emailing privacy@chieflyai.com.

6.7 Data on termination. See clause 11.

6.8 Personal data. Where Customer Data includes personal data, Chiefly processes it as the Customer’s processor in accordance with our Data Processing Agreement. The DPA is available on request from privacy@chieflyai.com and is incorporated into this Agreement when signed by both parties or, where signed acceptance is not required by either party, on acceptance of this Agreement.

7. Third-party integrations

7.1 The Platform connects to third-party services chosen by the Customer (such as QuickBooks, Xero, Stripe, HubSpot, and others). Each connection is subject to that third party’s own terms — Chiefly is not a party to those terms and isn’t responsible for the third party’s availability, accuracy, or behaviour.

7.2 Chiefly stores authentication credentials for connected integrations using application-layer encryption with per-integration keys, in addition to database-layer encryption. The Customer can disconnect an integration at any time from the Platform settings; this revokes Chiefly’s access to that third-party service for the Customer’s account.

7.3 Chiefly may add or remove supported integrations from time to time. We’ll give reasonable notice before removing a supported integration that the Customer is actively using.

8. Intellectual property

8.1 Chiefly owns the Platform, including all software, models (other than third-party models we license), prompts, internal data, designs, and brand assets. Nothing in this Agreement transfers any of those rights to the Customer.

8.2 The Customer owns Customer Data and Output as set out in clause 6.

8.3 Feedback. If the Customer sends Chiefly feedback, suggestions, or feature ideas, the Customer grants Chiefly a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence to use that feedback to operate and improve the Platform, without owing the Customer any compensation. The Customer doesn’t have to send us feedback; only this clause applies if you do.

9. Output and AI disclosure

9.1 What the AI does. Parts of the Platform use large language models and other machine-learning systems to generate Output from Customer Data. These systems are probabilistic and can produce results that are inaccurate, incomplete, or unsuitable for a specific purpose.

9.2 The Customer’s responsibility. The Customer is responsible for reviewing Output before relying on it for any business decision. Output is not professional advice (financial, legal, tax, accounting, or otherwise) and must not be presented to third parties as such unless reviewed and adopted by an appropriately qualified person.

9.3 No warranty of accuracy. Chiefly does not warrant that any Output is accurate, complete, fit for a particular purpose, or compliant with any law applicable to the Customer’s business.

10. Confidentiality

10.1 Each party may receive confidential information of the other in the course of this Agreement. Each party will use the other’s confidential information only to perform this Agreement, will protect it with at least the same care it uses for its own confidential information of similar importance (and at least a reasonable standard), and won’t disclose it to any third party except to its employees, contractors, and advisers who need it and are bound by confidentiality obligations at least as protective as this clause.

10.2 Confidential information doesn’t include information that is or becomes public without breach of this clause, was known to the receiving party before disclosure, was independently developed without reference to the other party’s confidential information, or is rightfully obtained from a third party without confidentiality obligations.

10.3 A party may disclose the other’s confidential information if required by law or a binding order, provided it gives the other party reasonable notice (where lawful) so the other party can seek protective relief.

11. Term, suspension, and termination

11.1 Term. This Agreement starts when the Customer creates an account and continues until terminated by either party as set out below.

11.2 Termination by the Customer. The Customer can terminate by cancelling its subscription as set out in clause 4.5.

11.3 Termination by Chiefly for cause. Chiefly can terminate immediately, by notice to the Customer’s account email, if the Customer:

• Materially breaches this Agreement (including any clause 5 acceptable-use breach) and doesn’t cure the breach within 14 days of notice (or, for breaches that can’t reasonably be cured in 14 days, doesn’t begin to cure within that period and proceed diligently);
• Fails to pay an invoice and doesn’t pay within 14 days of a payment-failure notice;
• Becomes insolvent, has a receiver or administrator appointed, or ceases trading.

11.4 Termination by Chiefly for convenience. Chiefly may terminate this Agreement on 60 days’ notice to the Customer’s account email — for example, if Chiefly is winding down a product line or exiting a market. Where Chiefly terminates for convenience during a paid term, Chiefly will refund the unused portion of any pre-paid fees.

11.5 Suspension. Chiefly may suspend access (rather than terminate) for non-payment after 14 days, for an actual or reasonably-suspected acceptable-use breach pending investigation, or to protect the Platform or its other customers from imminent harm. Suspension doesn’t stop the billing clock unless Chiefly’s investigation confirms the suspension was unjustified, in which case the affected period is credited.

11.6 What happens to Customer Data on termination.

• The Customer can export Customer Data through the Platform’s export tools for up to 30 days after termination.
• After 30 days, Chiefly deletes Customer Data from production systems. Backups are purged on Chiefly’s normal backup-retention cycle.
• The Customer can request earlier deletion at privacy@chieflyai.com.
• Chiefly may retain limited records (such as billing records, audit logs, and aggregate usage statistics that don’t identify the Customer) where required by law or for legitimate business operation.

11.7 Survival. Clauses 5, 6, 8, 10, 11.6, 12, 13, 14, 15, and 16 survive termination.

12. Warranties

12.1 Each party warrants that it has the authority to enter this Agreement.

12.2 Chiefly warrants that it will provide the Platform using commercially reasonable efforts consistent with industry practice for B2B SaaS of similar type. The Platform is otherwise provided “as is” and Chiefly makes no other express or implied warranties — including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or uninterrupted operation — except to the extent that those warranties cannot be excluded under English law.

13. Indemnification

13.1 Chiefly’s indemnity. Chiefly will defend the Customer against any third-party claim that the Platform, when used as permitted by this Agreement, infringes that third party’s intellectual property rights, and will pay any final award against the Customer in such a claim, provided the Customer:

• Notifies Chiefly promptly in writing of the claim;
• Lets Chiefly control the defence and settlement; and
• Reasonably cooperates with Chiefly.

If the Platform is the subject of an infringement claim, Chiefly may at its option and expense modify or replace the affected component to make it non-infringing, obtain a licence allowing continued use, or terminate the affected subscription and refund any pre-paid fees for the unused portion.

This indemnity does not apply to claims arising from (a) Customer Data, (b) the Customer’s combination of the Platform with anything not provided by Chiefly, (c) modifications made by anyone other than Chiefly, or (d) the Customer’s continued use after Chiefly notified the Customer of an infringement claim and offered a non-infringing alternative.

13.2 Customer’s indemnity. The Customer will defend Chiefly against any third-party claim arising from (a) Customer Data, (b) the Customer’s breach of clause 5 (acceptable use), (c) the Customer’s combination of the Platform with anything not provided by Chiefly, or (d) the Customer’s use of Output for purposes that breach a regulatory or professional standard, and will pay any final award against Chiefly in such a claim, provided Chiefly notifies the Customer promptly, lets the Customer control the defence and settlement, and reasonably cooperates.

13.3 This clause 13 sets out the parties’ exclusive remedies for the matters it covers.

14. Limitation of liability

14.1 Excluded losses. Neither party is liable to the other for any indirect, incidental, special, consequential, or punitive loss, or for loss of profits, revenue, business opportunity, anticipated savings, goodwill, or data — even if the party has been told the loss might happen.

14.2 Cap. Each party’s total aggregate liability arising out of or related to this Agreement is limited to the fees paid or payable by the Customer to Chiefly in the 12 months immediately before the event giving rise to the liability.

14.3 What’s not capped or excluded. Nothing in this Agreement limits or excludes either party’s liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Breach of clause 5.3 (training competing models on Output) or clause 5.5 (resale/white-labelling);
• Breach of clause 10 (confidentiality) leading to wilful disclosure;
• Breach of either party’s indemnification obligations under clause 13;
• Any liability that can’t be limited or excluded under English law.

14.4 The Customer’s payment obligations under clause 4 (Fees, billing, and renewal) are not subject to clause 14.2.

15. Communications and notices

15.1 Routine communications (product updates, billing, security alerts, customer-success messages) — we send these to the email addresses on the Customer’s account.

15.2 Formal legal notices — these must be sent in writing to:

ChieflyAI LTD
The Old Town Hall
Market Place
Oundle, Peterborough
England, PE8 4BA

with a copy to privacy@chieflyai.com.

15.3 Notices we send to the Customer go to the primary administrator email on the Customer’s account. The Customer must keep that email address current.

16. General

16.1 Changes to this Agreement. We may update this Agreement from time to time. The updated Agreement applies to the Customer’s subscription from the next renewal after we’ve given the Customer at least 30 days’ notice (60 days for annual plans), unless the change is required by law or applies only to a new feature the Customer chooses to enable. We won’t reduce the Customer’s existing rights mid-term without offering the Customer a refund option for the unused portion of the term.

16.2 Assignment. The Customer may not assign this Agreement without Chiefly’s written consent (not unreasonably withheld). Chiefly may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

16.3 Subcontractors. Chiefly may use subcontractors and sub-processors (including the third-party providers listed at /security) to operate the Platform. Chiefly remains responsible for their performance of this Agreement.

16.4 No partnership. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

16.5 No third-party beneficiaries. Except as expressly stated, no person who isn’t a party to this Agreement has any right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

16.6 Entire agreement. This Agreement (together with any DPA and any plan-specific terms agreed in writing) is the entire agreement between the parties for the Platform and supersedes all prior discussions, proposals, and representations. Any additional or conflicting terms in a Customer purchase order are rejected unless Chiefly has agreed to them in a signed writing.

16.7 Severability. If any part of this Agreement is held unenforceable, the rest stays in force; the unenforceable part will be reformed only to the minimum extent necessary to make it enforceable, preserving the parties’ original intent.

16.8 Force majeure. Neither party is liable for any delay or failure caused by events outside its reasonable control — including network outages caused by upstream providers, denial-of-service attacks, government action, natural disasters, pandemics, or labour disputes — provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

16.9 Governing law. This Agreement and any dispute arising from or related to it are governed by the laws of England and Wales, without regard to choice-of-law rules.

16.10 Jurisdiction. The courts of England and Wales have exclusive jurisdiction to resolve any dispute, except that Chiefly may bring proceedings to enforce its rights (including unpaid fees or breach of clauses 5, 6.3, 8, or 10) in any court that has jurisdiction over the Customer.

16.11 International customers. If the Customer is established outside England and Wales, the Customer accepts that English law governs this Agreement and that English courts have jurisdiction over disputes, regardless of any conflicting local rule. Chiefly may revisit this position as its international customer base grows; any change applies prospectively from a future renewal.

Contact:

• General: privacy@chieflyai.com
• Privacy & data: privacy@chieflyai.com
• Security: security@chieflyai.com
• Formal legal notices: registered office above, with copy to privacy@chieflyai.com