Acquilens — Terms of Service

Version 1.0 — 16 April 2026

These Terms of Service (Terms) are a contract between Acquilens Pty Ltd (ABN [ACQUILENS ABN]) of [REGISTERED ADDRESS] (Acquilens, we, us, our) and you, the organisation or individual who uses the Acquilens platform (you, your).

By creating an Acquilens account, signing in, or otherwise accessing the Acquilens platform, you agree to these Terms. If you are entering into these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation and "you" means that organisation.

Please read these Terms together with our Privacy Policy, which forms part of these Terms.

1. About Acquilens

Acquilens is a software-as-a-service platform that uses artificial intelligence to help you analyse documents produced in a due-diligence process for a merger, acquisition, investment, or similar transaction. The platform includes specialist AI agents that review documents you upload and produce structured analysis, summaries, risk flags, and commentary (together, Outputs).

Acquilens is a tool to assist your own due-diligence process. It does not replace the judgement of qualified legal, financial, tax, or other professional advisers. See clause 7 for important detail about Outputs.

2. Definitions

In these Terms:

3. Who can use Acquilens

To use the Platform you must:

4. Your account

4.1 Account registration

You must provide accurate and complete information when creating an account and keep that information current. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

4.2 Multiple Users

If your account supports multiple Users, you are responsible for each User's access and use of the Platform, including ensuring that each User is bound by terms at least as protective of us as these Terms. Acts and omissions of your Users are deemed to be your acts and omissions.

4.3 Suspicious activity

You must notify us promptly at security@acquilens.ai (or legal@acquilens.ai) if you believe your account has been accessed without authorisation or if you become aware of any unauthorised use of the Platform.

5. The Platform

5.1 Licence to use

Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform during the Term (as defined in clause 17) for your internal business purposes, including to assist with due-diligence work on transactions you are authorised to work on.

5.2 Changes to the Platform

We may improve, modify, add, or remove features of the Platform at any time. We will use reasonable efforts to notify you of material adverse changes. We do not guarantee that any specific feature will be maintained indefinitely.

5.3 Beta features

From time to time we may make features available on a beta, preview, or early-access basis. Those features are provided "as is" and may be modified or withdrawn at any time.

6. Customer Content

6.1 You keep your content

You retain all right, title, and interest in Customer Content. Nothing in these Terms transfers ownership of your Customer Content to us.

6.2 Licence to us

You grant us a worldwide, non-exclusive, royalty-free licence to host, process, display, and transmit your Customer Content to the extent necessary to (a) provide the Platform to you; (b) generate Outputs for you; (c) operate, secure, maintain, and support the Platform; and (d) comply with applicable law. This licence ends when your Customer Content is deleted from the Platform (see clause 17).

6.3 No training on your content

We do not use your Customer Content to train or improve AI models. We do not use your Customer Content to benchmark, evaluate, or provide services to any other customer.

Our AI processing sub-processor (currently Anthropic) also contractually commits not to use your Customer Content to train its models. For the standard Anthropic Messages API that we use, Anthropic does not retain the content of prompts or AI responses after the API response is returned. The limited exceptions (for example, content flagged by Anthropic's safety classifiers as a suspected Usage Policy violation) are described in our Privacy Policy.

6.4 Outputs

Subject to your compliance with these Terms and our retained ownership of the underlying Platform, we assign to you, to the extent we own or can lawfully assign any rights in them, our rights in Outputs generated for you, so that you may use Outputs for your internal business purposes.

Outputs are generated from your Customer Content and from AI models we license from third parties. Because of the nature of generative AI, identical or similar Outputs may be generated for you and for other customers from similar inputs. You acknowledge that we are not obliged to, and cannot practically, prevent this, and you agree not to claim ownership of Outputs to the extent they reproduce content, analysis, or phrasing that is also produced for other customers.

6.5 Your warranties about Customer Content

You warrant that:

7. AI Outputs — important notice

7.1 Outputs are not advice

Outputs are AI-generated analysis only. They are not, and must not be treated as, legal, financial, tax, accounting, regulatory, or other professional advice. Your use of the Platform does not create an adviser–client or solicitor–client relationship between you and Acquilens.

7.2 Limits of generative AI

Generative AI models can produce content that is incomplete, inaccurate, out of date, or presented confidently while being wrong. Outputs may reflect assumptions, omissions, or biases present in your uploaded Customer Content or in the models' training data. Outputs do not reflect information outside the data room you upload, developments after the Output was generated, or the specific law of any jurisdiction unless that law is present in the uploaded materials and correctly interpreted by the model.

7.3 Your obligation to verify

You must independently verify any Output before relying on it, and must not use the Platform as the sole basis for any investment, legal, tax, or transactional decision. Where applicable, you must comply with your own professional, regulatory, and fiduciary obligations when using the Platform, including those relating to the use of artificial intelligence in your practice.

7.4 Risk ratings

Any risk rating, classification, or score produced by an Output is a probabilistic signal intended to direct your attention, not a conclusion or recommendation.

8. Fees and billing

8.1 Fees

Fees, if any, are set out in your Order Form. Where no Order Form is in place, use of the Platform is free of charge and we may introduce fees or change them on 30 days' written notice to you (by email to the address on your account).

8.2 Payment

Unless your Order Form states otherwise, fees are payable in Australian dollars, exclusive of GST and any other applicable taxes (which you must pay in addition), and are due within 30 days of the invoice date. Late amounts accrue interest at 2% above the Reserve Bank of Australia cash-rate target per annum, calculated daily.

8.3 Taxes

You are responsible for all taxes, duties, and similar government charges arising from your use of the Platform other than taxes on our net income.

9. Service availability

9.1 No service level commitment (pilot)

The Platform is currently provided on a best-efforts basis and we do not offer a formal uptime commitment. We will use commercially reasonable efforts to keep the Platform available and to address outages promptly. Any service-level commitment we make in future will be set out in an Order Form or a separate Service Level Agreement.

9.2 Scheduled maintenance

We may perform scheduled maintenance that temporarily affects availability. Where practicable we will give advance notice of maintenance likely to cause material disruption.

10. Data protection and privacy

Our collection, use, and disclosure of personal information is described in our Privacy Policy, which forms part of these Terms.

Where you provide us with personal information about other individuals (for example, individuals referenced in Customer Content), you warrant that you have provided those individuals with all notices required under applicable privacy law for us to process that information in accordance with the Privacy Policy.

11. Confidentiality

11.1 Mutual obligation

Each party must keep the other party's Confidential Information confidential, use it only for the purposes of these Terms, and disclose it only to personnel or representatives who have a need to know and are themselves bound by confidentiality obligations.

11.2 Customer Content is your Confidential Information

Your Customer Content is your Confidential Information. We will treat it as such.

11.3 Permitted disclosures

Either party may disclose the other's Confidential Information to the extent required by law, by a regulator, or by a court of competent jurisdiction, provided that (where lawful) the disclosing party gives prompt notice and a reasonable opportunity to seek protective orders.

12. Acceptable use

You must not, and must not permit any User or third party to:

We may suspend or terminate access to the Platform if we reasonably believe you have breached this clause 12.

13. Intellectual property

13.1 Our IP

We (and our licensors) own all intellectual-property rights in the Platform, including the software, user interfaces, model prompts, agent architecture, branding, and all documentation. Nothing in these Terms transfers any of those rights to you, other than the limited licence in clause 5.1.

13.2 Feedback

If you provide feedback, suggestions, or ideas about the Platform, you grant us a perpetual, worldwide, royalty-free, sublicensable licence to use that feedback without restriction and without obligation to you. Nothing in this clause requires us to implement any feedback.

13.3 Third-party IP notices

The Platform includes software and services made available to us by third parties under their own licences. Where required, third-party notices are available on request.

14. Sub-processors and third-party services

14.1 Sub-processors

We use sub-processors to operate the Platform. Our current sub-processors include Anthropic, PBC for AI model processing. A current list of sub-processors, including hosting providers and other service providers, is maintained at acquilens.ai/legal/sub-processors and in our Privacy Policy.

14.2 Notice of changes

We will give you reasonable notice of any new sub-processor that materially changes how your Customer Content is processed. You may object to a new sub-processor within 14 days of notice; if we cannot reasonably accommodate your objection, your sole remedy is to terminate these Terms for convenience under clause 17.2 and receive a pro-rata refund of any pre-paid fees covering the period after termination.

14.3 Third-party services

If you choose to integrate or use the Platform with a third-party service (for example, a data-room provider), your use of that third-party service is governed by its terms, not ours. We are not responsible for third-party services we do not control.

15. Warranties and disclaimers

15.1 Our warranty

We warrant that we will provide the Platform with reasonable care and skill.

15.2 Disclaimer

Subject to clause 15.3, and to the maximum extent permitted by law, we exclude all other warranties, representations, and conditions, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Platform or any Output will be accurate, complete, error-free, uninterrupted, secure against every threat, or fit for any particular transaction or decision.

15.3 Australian Consumer Law

If you are a consumer under the Australian Consumer Law (ACL), or if the ACL otherwise applies to our supply of the Platform to you, you have rights and guarantees under the ACL that cannot be excluded, restricted, or modified (Consumer Guarantees). Nothing in these Terms excludes, restricts, or modifies any Consumer Guarantee. Where we are permitted to limit our liability for a breach of a Consumer Guarantee, our liability is limited, at our option, to (in the case of services) resupplying the services or paying the cost of having them resupplied, and (in the case of goods) replacing the goods, supplying equivalent goods, or paying the cost of replacement or equivalent goods.

16. Limitation of liability

16.1 Exclusion of indirect loss

Subject to clause 16.3, and to the maximum extent permitted by law, neither party is liable to the other for any loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss or corruption of data, or for any indirect, special, consequential, or punitive loss, in each case however arising (including in contract, tort, under statute, or otherwise).

16.2 Liability cap

Subject to clause 16.3, and to the maximum extent permitted by law, each party's total aggregate liability to the other, in connection with these Terms and the Platform, is limited to the greater of:

16.3 Exclusions from the cap

The limitations and exclusions in clauses 16.1 and 16.2 do not apply to (and nothing in these Terms excludes, restricts, or limits):

16.4 Sole remedies

The remedies set out in these Terms are your sole and exclusive remedies in connection with the Platform, except where the law does not permit this.

17. Term and termination

17.1 Term

These Terms begin on the date you first accept them and continue until terminated under this clause 17 (Term).

17.2 Termination for convenience

Either party may terminate these Terms for convenience on 30 days' written notice to the other.

17.3 Termination for cause

Either party may terminate these Terms immediately by notice if the other party:

17.4 Suspension

We may suspend your access to the Platform immediately if we reasonably believe that:

Where practicable we will give notice before suspending and will restore access as soon as the reason for suspension is resolved.

17.5 Effect of termination

On termination:

17.6 Retention override (enterprise)

Where your Order Form specifies a different retention period for Customer Content after termination (for example, a longer period agreed for enterprise customers or a shorter period agreed for higher-sensitivity workloads), that period applies in place of 30 days in clause 17.5(c).

18. Notices

18.1 To us

Notices to Acquilens must be sent to legal@acquilens.ai, with a copy in the case of legal notices to [REGISTERED ADDRESS].

18.2 To you

Notices to you may be sent to the email address on your account or delivered through the Platform. Notices sent by email are taken to have been received when the email enters the recipient's server.

19. General

19.1 Assignment

You may not assign these Terms, or any right or obligation under them, without our prior written consent. We may assign these Terms in whole or part to an affiliate or in connection with a merger, sale, or corporate reorganisation, provided we give you notice.

19.2 Changes to these Terms

We may change these Terms from time to time. Where a change is material, we will give you at least 30 days' notice (by email or through the Platform) and, where required, re-prompt you to accept the updated Terms on next sign-in. Your continued use of the Platform after a change takes effect is acceptance of the updated Terms. If you do not accept a change, your remedy is to stop using the Platform and, where applicable, terminate under clause 17.2.

19.3 Entire agreement

These Terms (together with any Order Form and the Privacy Policy) are the entire agreement between the parties about their subject matter and supersede any prior representation, understanding, or agreement. In the event of inconsistency, the Order Form prevails over these Terms to the extent of the inconsistency, and these Terms prevail over the Privacy Policy to the extent of any inconsistency about a matter regulated by both.

19.4 No waiver

A failure or delay in exercising a right is not a waiver of that right. A waiver must be in writing.

19.5 Severability

If a provision of these Terms is held to be invalid or unenforceable, it is severed to the minimum extent necessary and the remainder continues in full force.

19.6 Force majeure

Neither party is liable for delay or failure to perform obligations (other than an obligation to pay money) to the extent caused by an event outside its reasonable control.

19.7 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

19.8 Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them, for any dispute arising out of or in connection with these Terms.

19.9 Dispute resolution

Before commencing any court proceeding (other than for urgent interlocutory relief), a party must give the other written notice of the dispute and use reasonable efforts to resolve it by senior-executive negotiation within 30 days of that notice.

These Terms of Service are Version 1.0, dated 16 April 2026. For questions, contact legal@acquilens.ai.