Terms & Conditions - Impactive Intelligence

(Last Updated: 26 October 2025)

Effective Date: Upon Subscription

Supplier: Impactive Tech Ltd, Company No. 14351993, 71-75 Shelton Street, London, WC2H 9JQ, United Kingdom

Customer / User: The individual or entity subscribing to the Impactive Intelligence platform

1. Definitions

For the purposes of these Terms:

"Agreement" means these Terms & Conditions, as amended from time to time.
"Applicable Data Protection Laws" means all relevant data protection and privacy laws, including the UK GDPR, the Data Protection Act 2018, and, where applicable, the EU GDPR.
"Confidential Information" means all non-public information relating to the Supplier's business, technology, methodologies, analysis frameworks, algorithms, Platform Data, or any other proprietary materials, whether disclosed orally or in writing.
"Customer" / "User" / "you" / "your" means the individual or entity subscribing to or using the Platform.
"Customer Data" means any data, prompts, or inputs provided by the Customer in connection with their use of the Platform.
"Feedback" means any input, suggestion, report, or idea provided by the Customer relating to the Platform or Services.
"Fees" means the charges payable by the Customer for a Subscription Plan.
"IPR" (Intellectual Property Rights) means all intellectual property rights, whether registered or unregistered, including copyrights, patents, trade secrets, trademarks, source code, models, methodologies, data compilations, user interface design, and proprietary analysis frameworks.
"Output" / "Platform Data" means any content, report, insight, analysis, summary, or material generated by or accessible through the Platform in response to Customer inputs.
"Platform" means the Impactive Intelligence online software and related services provided by the Supplier.
"Services" means access to and use of the Platform in accordance with these Terms.
"Subscription Plan" means the Trial Plan, Free Plan, Quarterly Plan, or Annual Plan offered by the Supplier.
"Supplier" / "we" / "our" / "us" means Impactive Tech Ltd, Company No. 14351993, registered in England and Wales, with its principal office at 71-75 Shelton Street, London, WC2H 9JQ.

2. Acceptance of Terms

By accessing or using our Impactive Intelligence platform (the "Platform"), you agree to be bound by this Agreement. If you are accessing the Platform on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to this Agreement.

3. Platform Description and Services

3.1 Service Overview

Our Platform provides AI-powered analysis and summaries of publicly available data and reports, including but not limited to:

Shareholder engagement activities and outcomes
Proxy voting records and rationales
Sustainability and ESG (Environmental, Social, Governance) themes and trends
Investment stewardship policy analysis
Comparative benchmarking and research insights

3.2 AI Processing and Service Limitations

CRITICAL NOTICES:

AI Limitations: Platform Data is processed using artificial intelligence and machine learning. Outputs may contain errors, inaccuracies, omissions, or misinterpretations. You acknowledge and accept these limitations.
No Investment or Business Advice: The Platform provides informational tools and data summaries only. We do not provide investment, legal, tax, compliance, business, or other professional advice of any kind. You are solely responsible for obtaining independent professional advice before making business, investment, or operational decisions.
Source Verification Required: You must verify Platform Data against original source materials before making any business, operational, or investment decisions.

4. Subscription and Payment

4.1 Subscription Plans

The Platform is available under the following plans:

Trial Plan: A 7-day trial period with full access to Platform features, commencing from the date of first login. The Trial Plan is provided at no cost and is available once per user. No payment information is required to access the Trial Plan. At the end of the 7-day period, access will automatically expire unless the user upgrades to a paid plan or the Free Plan.
Free Plan: A limited-access version of the Platform provided at no cost. The Free Plan is restricted in terms of search volume, functionality, and features, as determined by the Supplier in its sole discretion.
Quarterly Plan: Three (3) months' access, payable upfront.
Annual Plan: Twelve (12) months' access, payable upfront.

4.2 Payment Terms

Fees for paid plans are payable in advance by credit or debit card.

4.3 VAT and Taxes

All prices are stated inclusive of VAT where applicable.

4.4 Customer Tax Obligations

The Customer is solely responsible for any other tax obligations arising in their jurisdiction, including but not limited to income, withholding, or digital services taxes.

4.5 Automatic Renewal

Paid subscriptions automatically renew unless cancelled before the renewal date. The Trial Plan does not automatically renew.

4.6 Upgrades and Downgrades

Users may upgrade or downgrade between plans at any time through their account settings.
Upgrades will take effect immediately, with pro-rata charges applied where applicable.
Downgrades will take effect at the end of the current billing period (quarterly or annual, as applicable).
Moving from a paid plan to the Free Plan constitutes a cancellation of the paid subscription, effective at the end of the current billing period.
Users on the Trial Plan may upgrade to any paid plan or the Free Plan at any time during the trial period.

5. Refund and Cancellation Policy

5.1 Trial Plan

The Trial Plan is free and requires no payment information.
Access expires automatically after 7 days from first login.
No refunds are applicable as no fees are charged.
Users may upgrade to a paid plan at any time during the trial period.

5.2 Quarterly Subscriptions

You may cancel at any time.
Cancellation becomes effective at the end of the current three-month subscription period.
No refunds are provided for partial or completed quarterly periods.

5.3 Annual Subscriptions

Annual subscriptions are billed upfront.
If you cancel during the annual term:
- You will continue to have access until the end of the current quarterly period.
- You will receive a refund for any unused full quarters remaining in your subscription.
No refunds are provided for the current or partially used quarter.

5.4 Automatic Renewal

Annual subscriptions renew for 12 months.
Quarterly subscriptions renew for 3 months.
Trial Plans do not renew and expire automatically after 7 days.

5.5 Refund Processing

Refunds (where eligible) will be processed within 30 business days to your original payment method.
Refunds are not available for promotional or discounted subscriptions unless required by law.

5.6 Legal Rights

Nothing in this policy affects your statutory rights under consumer protection laws.

6. Strict Use Restrictions

6.1 Internal Use Only

The Platform and all Platform Data are licensed solely for your internal use. You may not:

Share or distribute Platform Data externally;
Sell, license, or commercialise Platform Data;
Use Platform Data in consulting, client services, or third-party deliverables;
Publish Platform Data in research papers, reports, or public forums without written consent.

6.2 Permitted Internal Uses

You may use Platform Data solely for your organisation's internal purposes.

6.3 Employee Access

You are responsible for ensuring that all employees, contractors, or agents with Platform access comply with this Agreement. Any breach by your personnel constitutes a breach by you.

7. Intellectual Property

7.1 Our IP Rights

The Supplier retains all intellectual property rights in:

The Platform software and algorithms;
AI models and processing methodologies;
Data compilation and organisation;
User interface and design;
Proprietary analysis frameworks.

7.2 Customer Data

The Customer retains rights to its own input data but grants the Supplier a licence to process it for the purpose of providing the Services.

7.3 Feedback

Any feedback, suggestions, or ideas you provide may be used to improve the Services. All related improvements belong exclusively to the Supplier.

7.4 Third-Party Content

The Platform may analyse or summarise content from stewardship reports and other materials authored by third parties. Such source documents remain the property of their respective authors or copyright holders. The Supplier claims no ownership over such materials, and the Customer is responsible for ensuring any use complies with applicable intellectual property laws.

7.5 Copyright and Third-Party IP Disclaimer

IMPORTANT NOTICE:

The Platform processes publicly available third-party materials. While we make reasonable efforts to respect intellectual property rights, we provide no warranties that Platform Data or source materials are free from copyright or other intellectual property claims.
You acknowledge that third-party content owners may assert intellectual property rights over source materials or summaries thereof.
Customer Responsibility: You are solely responsible for:
- Ensuring your use of Platform Data complies with all applicable copyright and intellectual property laws;
- Obtaining any necessary licences or permissions for your intended use;
- Verifying that your use constitutes fair dealing, fair use, or other lawful exception under applicable law.
No Liability for IP Claims: The Supplier shall not be liable for any copyright infringement, intellectual property violation, or related claims arising from:
- Your use of Platform Data;
- Third-party assertions of rights over source materials;
- Any downstream use you make of summaries, analysis, or outputs;
- Any allegations that Platform processing infringes third-party rights.
You agree to indemnify and hold harmless the Supplier against any claims, losses, damages, or expenses (including reasonable legal fees) arising from your use of Platform Data in breach of intellectual property rights.

7.5 Limited Licence

The Supplier grants the Customer a limited, non-exclusive, non-transferable licence to access and use Platform Data solely for the permitted internal uses specified in Section 6.2 of this Agreement. No other rights, title, or interests are granted. This licence does not grant any rights to underlying third-party source materials.

8. Data Accuracy and Reliability Disclaimers

8.1 No Accuracy Warranties

We provide no warranties regarding the accuracy, completeness, reliability, or currency of Platform Data, including:

AI-generated summaries or analysis;
Proxy voting interpretations;
ESG classifications;
Engagement activity descriptions.

8.2 Source Data Limitations

Platform Data is derived from publicly available reports. Errors in source documents will be reflected in Platform Data.

8.3 AI Risks

AI processing may result in misinterpretations, factual errors, omissions, or bias.

8.4 User Verification

You must independently verify Platform Data before relying on it.

9. Data Protection and Privacy

9.1 Compliance with Laws

Both parties shall comply with all Applicable Data Protection Laws.

9.2 Personal Data Collected

The Supplier collects and processes limited personal data for:

Account creation and access;
Subscription billing and payment processing;
Customer support and communication;
Service performance monitoring and improvement.

9.3 Customer Data

The Supplier acts as controller for account and billing data.
The Supplier acts as processor for Customer Data (e.g. prompts), processed only for providing the Services.
Customer Data is not used to retrain AI models, except in anonymised or aggregated form.

9.4 Data Location and Transfers

Personal data is hosted in the UK or EEA. Transfers outside these regions will use appropriate safeguards (UK IDTA, EU SCCs, or equivalent).

9.5 Retention

Personal data is retained only as long as necessary or required by law. Customer Data may be anonymised for analytics.

9.6 Security

The Supplier shall implement appropriate technical and organisational measures to protect personal data.

9.7 User Rights

Users have rights under Applicable Data Protection Laws to: access, correct, erase, restrict, or port their data; object to processing; withdraw consent; and lodge complaints with supervisory authorities (e.g. the UK ICO).

9.8 Breach Notification

In case of a personal data breach likely to risk Users' rights, the Supplier will notify affected Users without undue delay.

9.9 Contact

Data protection queries may be sent to: info@impactive.pro.

Full Privacy policy can be found here: https://www.impactive.pro/privacy-policy

10. Confidentiality

10.1 Confidential Information

All Platform Data, methodologies, proprietary analysis frameworks, algorithms, and any other non-public information relating to the Supplier's business, operations, or technology constitute the Supplier's confidential information. You agree to:

Maintain strict confidentiality over such information;
Not disclose it to any third party without prior written consent;
Implement reasonable safeguards to prevent unauthorised access, use, or disclosure.

10.2 Exclusions

Confidential Information does not include information that:

Is or becomes publicly available through no fault of the receiving party;
Is lawfully obtained from a third party without breach of confidentiality;
Is independently developed without reference to the Supplier's confidential information.

10.3 Permitted Disclosures

You may disclose Confidential Information only where required by law or regulation, provided you give the Supplier prompt notice (unless prohibited) and cooperate with efforts to limit disclosure.

10.4 Survival

The confidentiality obligations in this Section survive termination or expiry of this Agreement and continue indefinitely.

11. Limitation of Liability

11.1 Excluded Liability

Nothing in this Agreement excludes liability for death, personal injury, or fraud.

11.2 Limited Liability

Subject to 11.1, the Supplier shall not be liable for:

Direct damages exceeding the Fees paid by you in the 12 months preceding the claim;
Indirect, incidental, consequential, or special damages (including lost profits, lost revenue, reputational harm, or compliance failures);
Any investment losses, regulatory penalties, or third-party claims arising from your reliance on Platform Data;
Any claims of copyright infringement, intellectual property violation, or related third-party rights assertions arising from your use of Platform Data or source materials.

11.3 Maximum Liability Cap

The Supplier's total liability shall not exceed the greater of £1,000 or the total Fees paid by you in the 12 months immediately preceding the claim.

11.4 Customer Acknowledgment

You acknowledge that Platform Data is only one factor among many in investment or stewardship analysis, and you assume responsibility for related risks.

12. Termination

12.1 Termination by Supplier

The Supplier may suspend or terminate access if you breach this Agreement.

12.2 Effect of Termination

Upon termination or expiry, access will cease, and you must delete any Platform Data or derived materials, unless otherwise agreed.

12.3 Trial Plan Expiry

Trial Plan access expires automatically after 7 days from first login, without further notice or action required.

13. General

13.1 Governing Law

This Agreement is governed by the laws of England and Wales.

13.2 Jurisdiction

The courts of England and Wales have exclusive jurisdiction.

13.3 Amendments and Waivers

No waiver, amendment, or assignment is valid unless agreed in writing.

13.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

13.5 Force Majeure

Neither party shall be liable for any delay or failure to perform obligations (other than payment obligations) under this Agreement if such delay or failure results from events, circumstances, or causes beyond their reasonable control, including but not limited to acts of God, natural disasters, epidemics, strikes, labour disputes, war, terrorism, governmental action, or failures of utilities, telecommunications, or internet services.

13.6 Assignment

You may not transfer or assign this Agreement, in whole or in part, to any other person or entity without our prior written consent. We may transfer or assign our rights and obligations under this Agreement at any time as part of a merger, acquisition, reorganisation, or sale of business assets. Any permitted assignment shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

14. Changes to These Terms

14.1 Modification Rights

The Supplier may modify or update these Terms from time to time.

14.2 Notice and Effect

Any changes will take effect after a reasonable notice period, communicated via the Platform, email, or other appropriate means.

14.3 Acceptance

Continued use of the Platform after the notice period constitutes your acceptance of the modified Terms.

14.4 Disagreement

If you do not agree to the changes, please get in touch with us at info@impactive.pro.

Terms & Conditions - Impactive Intelligence