1. Parties and agreement
These terms are between Dominik Swiniarski, trading as Acta, of 124 Shepherds Lane, Bracknell, RG42 2DF, United Kingdom (Acta), and the person or organisation identified when an account or subscription is created (Customer). They apply only where Customer is acting for business or professional purposes, not as a consumer.
An Order means an order form, checkout page, accepted quotation or plan description identifying the service, subscription period, usage limits and fees. The Agreement comprises the Order, these terms and the Data Processing Agreement (DPA). An Order prevails over these terms only where it expressly says so; the DPA prevails for personal-data processing.
2. Service and accounts
Acta provides forwarded-email intake, AI-assisted prioritisation, action cards, briefs, workspace administration and related features described in the Order. Acta may improve the service provided this does not materially reduce the core paid functionality during a subscription period.
- Customer must provide accurate account information, appoint authorised users and keep credentials confidential.
- Customer is responsible for users, forwarding rules, source-email permissions, workspace roles and decisions made using Acta outputs.
- AI outputs may be incomplete or wrong. They are recommendations requiring human review and are not legal, financial or professional advice.
- Customer must promptly report suspected compromise and remove access no longer required.
3. Acceptable use
Customer must not use Acta unlawfully; infringe rights; upload malware; probe or bypass security; share an account outside authorised users; reverse engineer except where law cannot prohibit it; overload the service; use it to make solely automated decisions producing legal or similarly significant effects; or submit special-category or criminal-offence data unless Customer has documented a lawful basis, condition and safeguards. Acta may quarantine content and suspend access reasonably necessary to protect the service, users or third parties.
4. Fees, taxes and renewal
Customer will pay the fees and applicable VAT stated in the Order. Unless the Order says otherwise, fees are payable in advance, non-refundable except where this Agreement provides, and subscriptions renew for the same period until either party gives notice before renewal. Late undisputed sums may accrue statutory interest and recovery costs. Acta may change fees for a renewal period by giving at least 30 days' notice. Trials may be limited, suspended or end on the date shown without creating a right to continued free access.
5. Customer data, confidentiality and intellectual property
Customer retains its rights in Customer Data. Customer grants Acta and its subprocessors a non-exclusive licence to host, copy and process Customer Data only to provide, secure and support the service, comply with law and as described in the DPA. Customer warrants that it has authority and a lawful basis to supply Customer Data and instructions.
Acta and its licensors own the service, software, models, design and documentation. Acta grants Customer a limited, non-exclusive, non-transferable right during the subscription to permit authorised users to use the service internally. Each party must protect the other's confidential information with reasonable care and use it only for the Agreement, subject to disclosures required by law and to bound personnel and suppliers.
6. Data protection and security
Each party will comply with applicable data-protection law. For Customer Data processed by Acta as processor, the DPA is incorporated into this Agreement. Acta maintains technical and organisational measures described there. Customer remains responsible for controller obligations, notices, lawful instructions, retention choices and responding to data subjects, with Acta's assistance as required by the DPA.
7. Availability, support and changes
Acta will use reasonable skill and care to provide the service. Planned maintenance, emergency work, internet failures, third-party services and events outside reasonable control may affect availability. Support requests may be sent to support@actahq.co.uk. Any service levels or service credits apply only if stated in the Order and are the sole remedy for the relevant availability failure.
8. Warranties and liability
Nothing excludes liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to that, neither party is liable for indirect or consequential loss, or loss of profit, revenue, anticipated savings, goodwill or business opportunity. Acta's total aggregate liability arising from the Agreement in any 12-month period is limited to fees paid or payable for the service in that period. If no fees were paid, the cap is £100. These limits do not reduce Customer's obligation to pay fees or either party's liability for misuse of the other's intellectual property or breach of confidentiality. Statutory implied terms are excluded to the fullest extent permitted for a business contract.
9. Suspension, termination and exit
Either party may terminate for a material breach not remedied within 30 days after notice, or immediately for insolvency where law permits. Acta may suspend affected access for security risk, unlawful use or overdue undisputed fees, using proportionate measures and notice where practicable. On termination, access ends and outstanding fees become due. Customer may export available data before termination. Acta will return or delete processor data as set out in the DPA, except where law requires retention. Clauses intended by nature to survive will do so.
10. General
Neither party may assign the Agreement without consent not to be unreasonably withheld, except Acta may assign it with its business or relevant assets. No failure to enforce is a waiver. Invalid provisions are adjusted or severed without affecting the rest. The parties are independent contractors; no third party has rights under the Contracts (Rights of Third Parties) Act 1999. Notices must be sent to the Order contact and, for Acta, to support@actahq.co.uk and the legal postal address. Electronic notices are received on the next business day absent a delivery failure.
The Agreement and non-contractual disputes are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Before proceedings, the parties will try in good faith for 30 days to resolve the dispute through authorised representatives.
