Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the Audital platform (“Service”), you (“Client”, “you”, “your”) agree to be bound by these Terms of Service (“Terms”), our Privacy Policy, and all applicable laws and regulations of England and Wales.

If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms. If you do not agree to these Terms, you must not access or use the Service.

We may update these Terms from time to time. Material changes will be communicated to you via email or through the Service at least 30 days before they take effect. Your continued use of the Service after such changes constitutes acceptance of the revised Terms.

2. Description of Service

Audital provides AI governance audit trail infrastructure designed for FCA-regulated firms and other financial institutions. The Service enables organisations to create, manage, and verify cryptographically immutable records of AI model governance decisions.

Core capabilities of the Service include:

• ◆SHA-256 hash chain integrity verification for tamper-evident audit records
• ◆RFC 3161 compliant timestamping to establish provable chronology of governance events
• ◆Multi-framework compliance evidence generation covering FCA PS22/3, MiFID II RTS 6, SR 11-7, the EU AI Act, and related AI governance frameworks
• ◆Structured audit event capture for model validation, risk assessment, and decision logging
• ◆Exportable compliance evidence packs in JSON and PDF formats

The Service is provided on an “as available” basis and is intended to assist with regulatory compliance obligations. It does not constitute legal, regulatory, or compliance advice. You remain solely responsible for your own regulatory compliance.

3. Eligibility

The Service is available only to representatives of legally incorporated entities. By registering for the Service, you represent and warrant that:

• ◆You are an authorised representative of a legally incorporated company, limited liability partnership, or equivalent legal entity
• ◆You have the authority to bind your organisation to these Terms
• ◆Your organisation is not subject to sanctions administered by the UK Office of Financial Sanctions Implementation (OFSI), the EU, or the US Office of Foreign Assets Control (OFAC)
• ◆You are at least 18 years of age

The Service is not intended for use by individual consumers. These Terms constitute a business-to-business agreement.

4. Account Registration and Security

To use the Service, you must register an account by providing accurate and complete information about yourself and your organisation. You agree to keep this information up to date at all times.

You are responsible for:

• ◆Maintaining the confidentiality of your account credentials, including passwords, API keys, and access tokens
• ◆All activities that occur under your account, whether authorised by you or not
• ◆Ensuring that account access is restricted to authorised personnel within your organisation
• ◆Notifying Audital immediately at contact@audital.ai if you become aware of any unauthorised access or security breach

Audital reserves the right to suspend or terminate accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

5. Subscription Terms

The Service is offered under the following subscription tiers:

Free Trial accounts automatically expire after 14 days unless upgraded to a paid subscription. No payment details are required for the Free Trial. Feature availability and usage limits vary by tier and are detailed on our registration page.

Annual subscriptions are invoiced for the full contract period and are subject to the cancellation terms set out in Section 7 below.

6. Billing and Payment

Fees are payable in pounds sterling (GBP). Payment may be made by credit or debit card, or by invoice (subject to credit approval for annual contracts). All fees are exclusive of VAT, which will be charged at the applicable rate in accordance with HMRC regulations.

For monthly billing, your subscription will automatically renew each calendar month and your chosen payment method will be charged accordingly. For annual billing, invoices are issued at the start of the contract period with payment due within 30 days of the invoice date.

If payment is not received within 14 days of the due date, we reserve the right to suspend access to the Service until the outstanding balance is settled. Persistent non-payment may result in account termination. We will provide at least 7 days’ written notice before suspending access for non-payment.

We reserve the right to adjust pricing with at least 60 days’ written notice. Price changes will take effect at the start of your next billing cycle or contract renewal, not during an active term.

7. Cancellation and Termination

Monthly subscriptions may be cancelled at any time. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial months.

Annual contracts run to the end of the contracted term and are non-refundable. Annual contracts will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 60 days before the end of the current term.

Termination by Audital. We may terminate or suspend your account immediately, without prior notice, if you breach these Terms, fail to pay fees when due, or if we are required to do so by law. We will use reasonable efforts to notify you of the reasons for such termination.

Data export after termination. Following termination or cancellation, your data will remain available for export for a period of 90 days. After this 90-day period, your data will be permanently deleted from our systems in accordance with our data retention policies. You may request a data export at any time during this period by contacting contact@audital.ai.

8. Data Ownership

You retain full ownership of all data, documents, model outputs, audit records, and any other content that you or your authorised users submit to or generate through the Service (“Client Data”). Nothing in these Terms transfers ownership of Client Data to Audital.

You may export your Client Data at any time in JSON or PDF format through the Service’s built-in export functionality, or by written request to contact@audital.ai.

Audital acts as a data processor with respect to Client Data and processes it solely for the purpose of providing the Service to you. We do not sell, rent, licence, or otherwise disclose your Client Data to third parties except as strictly necessary to provide the Service or as required by applicable law.

You grant Audital a limited, non-exclusive, non-transferable licence to process Client Data solely for the purpose of operating and improving the Service. We may use anonymised, aggregated, and de-identified data for statistical analysis and service improvement, provided that such data cannot be used to identify you or your organisation.

9. Data Processing

Audital processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Audital acts as a data processor on behalf of the Client, who acts as the data controller.

A Data Processing Agreement (DPA) is available on request and forms part of these Terms where applicable. The DPA sets out the subject matter and duration of processing, the nature and purpose of processing, the types of personal data processed, and the categories of data subjects. To request a copy of our DPA, please contact contact@audital.ai.

Client Data is processed and stored within the United Kingdom. Where any sub-processors are engaged, we will ensure appropriate safeguards are in place in accordance with UK GDPR requirements and will maintain an up-to-date list of sub-processors available on request.

10. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

• ◆Use the Service for any unlawful, fraudulent, or malicious purpose
• ◆Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service
• ◆Share, transfer, or disclose your account credentials, API keys, or access tokens to any unauthorised third party
• ◆Attempt to gain unauthorised access to any part of the Service, other accounts, or connected systems or networks
• ◆Introduce viruses, malware, or any other harmful or disruptive code into the Service
• ◆Use the Service to store or transmit content that infringes the intellectual property rights of any third party
• ◆Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with other users' access
• ◆Resell, sublicence, or redistribute access to the Service without prior written consent from Audital
• ◆Use automated means (including bots, scrapers, or crawlers) to access the Service outside of documented API usage

Violation of these acceptable use provisions may result in immediate suspension or termination of your account without notice.

11. Service Availability

Global Enterprise tier. Audital targets a 99.9% uptime service level agreement (SLA) for clients on the Global Enterprise subscription tier, measured on a calendar month basis. The detailed SLA, including scheduled maintenance windows, exclusions, and service credit provisions, is set out in the applicable Enterprise agreement.

All other tiers. For Starter and Professional subscriptions, Audital will use commercially reasonable efforts to maintain high availability of the Service. No specific uptime guarantees or service credits apply to these tiers.

Planned maintenance will be communicated at least 48 hours in advance and scheduled outside of core business hours (09:00–18:00 GMT) where practicable. We reserve the right to perform emergency maintenance without prior notice where necessary to protect the security, integrity, or availability of the Service.

12. Intellectual Property

The Service, including all software, source code, algorithms, user interfaces, designs, documentation, trademarks, and other materials (“Audital IP”), is and remains the exclusive property of Audital Consulting Ltd and is protected by United Kingdom and international intellectual property laws.

Subject to your compliance with these Terms, Audital grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the term of your subscription.

Your Client Data remains your property at all times, as set out in Section 8. Nothing in these Terms grants Audital any ownership rights over your Client Data.

Any feedback, suggestions, or improvement ideas that you provide to Audital regarding the Service may be used by Audital without restriction or obligation to you.

13. Confidentiality

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether in writing, orally, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to:

• ◆Maintain the confidentiality of the other party's Confidential Information using at least the same degree of care as it uses for its own confidential information, and no less than reasonable care
• ◆Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, or advisors who have a legitimate need to know and are bound by obligations of confidentiality
• ◆Use Confidential Information solely for the purposes of performing obligations or exercising rights under these Terms

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice where legally permitted.

Confidentiality obligations under this section survive for a period of three years following the termination or expiry of these Terms.

14. Limitation of Liability

Cap on liability. To the maximum extent permitted by applicable law, Audital’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to Audital in the 12 months immediately preceding the event giving rise to the claim.

Exclusion of indirect damages. Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, howsoever arising, even if the party has been advised of the possibility of such damages.

Exceptions. Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability which cannot be excluded or limited by applicable law; or (d) your obligation to pay fees due under these Terms.

15. Indemnification

You agree to indemnify, defend, and hold harmless Audital Consulting Ltd, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• ◆Your use of the Service in violation of these Terms
• ◆Your breach of any representation or warranty made under these Terms
• ◆Any Client Data that you submit to the Service that infringes the intellectual property rights or other rights of a third party
• ◆Your violation of any applicable law, regulation, or third-party right

Audital will provide prompt written notice of any claim subject to indemnification and will reasonably cooperate with you in the defence of such claim at your expense.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the affected party’s reasonable control (“Force Majeure Event”), including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions or sanctions, epidemics or pandemics, power failures, internet or telecommunications failures, cyber-attacks, or failures of third-party service providers.

The affected party must promptly notify the other party in writing of the Force Majeure Event and use reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than 90 consecutive days, either party may terminate these Terms by written notice without liability.

17. Governing Law

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.

18. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the matter through good faith negotiation. Each party shall appoint a senior representative with authority to settle the dispute, and those representatives shall meet (in person or by video conference) within 30 days of a written request to negotiate.

If the dispute cannot be resolved through negotiation within 60 days of the initial written request, either party may submit the dispute to the exclusive jurisdiction of the courts of England and Wales.

19. Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

20. Entire Agreement

These Terms, together with the Privacy Policy, any applicable Data Processing Agreement, and any Order Form or Statement of Work entered into between the parties, constitute the entire agreement between you and Audital with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether written or oral.

No amendment or modification of these Terms shall be effective unless made in writing and signed by an authorised representative of each party (or, in the case of updates by Audital, communicated in accordance with Section 1).

21. Contact

For any questions, concerns, or notices relating to these Terms, please contact us at:

We aim to respond to all enquiries within 5 business days.