Terms of Service
Last Updated: 3rd July 2026
These Terms of Service ("Agreement") govern the provision of the Semaverse platform by Semaverse Ltd, a company incorporated in England and Wales ("Semaverse", "we", "us", or "our"), to any business entity that executes an order form, subscription agreement, or similar ordering document referencing this Agreement by URL (each, an "Order Form", and the business entity, "Customer" or "you"). This Agreement is incorporated by reference into, and forms part of, each Order Form. This Agreement is effective, with respect to a given Customer, as of the effective date specified in the applicable Order Form (the "Effective Date"). Where the parties also execute a Data Processing Agreement ("DPA"), the DPA is incorporated into and forms part of this Agreement.
The Service
Semaverse provides an artificial intelligence platform designed to support mergers and acquisitions ("M&A") workflows, including but not limited to deal analysis, due diligence support, document review, and related M&A intelligence functions. The specific features and capabilities available to you depend on your subscription plan.
Account Registration
To access the Service, you must create an account and provide accurate, complete information. You are responsible for:
Maintaining the security and confidentiality of your account credentials
All activity that occurs under your account
Promptly notifying us at support@semaverse.ai of any unauthorised access or security breach
Ensuring the account is used exclusively by the single named individual assigned to it (credentials may not be shared or used collectively by a team)
You must be authorised to enter into this Agreement on behalf of your organisation. If you are not, do not use the Service.
3.1 Subscription Plans
The Service is available on monthly, annual, and usage-based (metered) subscription plans. The features, usage limits, and applicable pricing for your plan are set out in your order confirmation or communicated to you at the time of sign-up, and may be updated from time to time with notice to you.
3.2 Payment
All fees are charged in advance for the applicable billing period, except for usage-based charges which are billed in arrears. Payments are processed via our third-party payment processor. By providing payment details, you authorise us to charge you the applicable fees.
3.3 Auto-Renewal
Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. Annual subscriptions will renew for a further twelve-month term unless cancelled at least 30 days before the renewal date.
3.4 Usage-Based Charges
If your plan includes metered or usage-based components, charges will be calculated based on your actual usage during the billing period as recorded by Semaverse's internal systems. We will provide visibility into your usage via the platform dashboard. In the event of any discrepancy between your own usage records and Semaverse's records, Semaverse's internal logs shall be the definitive source of truth for billing purposes, absent manifest error.
3.5 Price Changes
We may change our pricing with at least 30 days' prior written notice. Continued use of the Service after the effective date of a price change constitutes your acceptance of the new pricing.
3.6 Taxes
All fees are exclusive of applicable taxes. You are responsible for paying all taxes, levies, or duties imposed by taxing authorities in connection with your use of the Service.
Cancellation and Refunds
You may cancel your subscription at any time via your account settings or by contacting support@semaverse.ai. Cancellation takes effect at the end of your current billing period.
We do not offer refunds for partial billing periods, except:
Where required by applicable law
Where we have materially failed to provide the Service as described
On cancellation, your access to the Service will continue until the end of the paid period.ur access to the Service will continue until the end of the paid period.
5. Acceptable Use
You agree to use the Service only for lawful business purposes and in accordance with this Agreement. You must not:
Use the Service to engage in any activity that is illegal or violates applicable law, including securities laws and M&A regulations
Attempt to gain unauthorised access to any part of the Service or its underlying infrastructure
Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Service
Use automated means to scrape, harvest, or extract data from the Service beyond what is permitted by your plan
Upload or transmit malicious code, viruses, or any material that could harm the Service or other users
Resell, sublicense, or make the Service available to third parties without our prior written consent
Use AI-generated outputs from the Service as the sole basis for making material financial or legal decisions without independent professional verification
Use bots, automated scripts, or systematic queries to run continuous, heavy research cycles that place an atypical load on our infrastructure
Share a single seat to avoid purchasing the appropriate number of user subscriptions for your team
To ensure service quality and platform stability for all users, if we detect activity that appears automated or creates extraordinary system demands, we reserve the right to temporarily limit your processing volume or pause account access while we reach out to help you transition to a subscription tier that fits your needs.
AI-Generated Content, Limitations, and Regulatory Notice
The Service uses artificial intelligence and machine learning to generate analysis, summaries, and recommendations relating to M&A activity. You acknowledge and agree that:
AI-generated outputs are provided as a decision-support tool to assist qualified professional judgment — they are not a replacement for it. The Service is intended to augment, not substitute, the expertise of legal, financial, and compliance professionals.
AI models are probabilistic in nature and may produce outputs that are factually incorrect, incomplete, or misleading, including so-called "hallucinations" — content that appears plausible but is not grounded in fact. You are solely responsible for independently verifying all outputs before relying on them.
A qualified human professional must review all AI-generated outputs before they are used to inform, support, or influence any material business, financial, or legal decision.
Outputs do not constitute legal, financial, tax, investment, or regulated advice of any kind. Semaverse is not a broker-dealer, investment adviser, or regulated financial advisor under any applicable law.
The Service is not intended for use in high-risk AI application categories as defined under applicable AI regulation, including the EU AI Act, where such regulation applies to you.
Semaverse makes no representation that outputs are complete, accurate, or suitable for any particular transaction, jurisdiction, or regulatory context.
Your Data
7.1 Ownership
You retain all ownership rights in the data, documents, and other content you upload to or generate using the Service ("Customer Data"). By uploading Customer Data, you grant Semaverse a limited, non-exclusive licence to process it solely to provide the Service to you.
7.2 Data Security
We implement commercially reasonable technical and organisational measures to protect Customer Data from unauthorised access, loss, or disclosure. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.
7.3 AI Processing and Data Isolation
We process Customer Data using AI and machine learning technologies, including third-party AI service providers, solely to provide the Service to you. Your documents and generated templates are private to your account and are never used to serve, inform, or influence the experience of any other customer. We do not use Customer Data to train or fine-tune foundation AI models, or to improve the Service for other customers. We may use Customer Data to improve your own individual experience within the Service, such as personalising templates or outputs for your account.
7.4 Data Deletion
Upon termination or expiry of your subscription, we will delete or make inaccessible your Customer Data within 60 days, unless we are required by law to retain it for longer.
Data Protection
To the extent Semaverse processes personal data (as defined under applicable data protection law, including UK GDPR and EU GDPR) on behalf of the Customer in connection with providing the Service, such processing is governed by Semaverse's Data Processing Agreement ("DPA"), available at https://www.semaverse.ai/dpa, which is incorporated into and forms part of this Agreement by reference.
By executing an Order Form that references this Agreement, the Customer agrees to the terms of the DPA. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA shall prevail.
Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with this Agreement that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). This obligation does not apply to information that is or becomes publicly known through no fault of the receiving party, or that the receiving party was already aware of independently.
Intellectual Property
Semaverse retains all intellectual property rights in and to the Service, including all software, models, algorithms, interfaces, documentation, and related materials. Nothing in this Agreement transfers any ownership rights in the Service to you.
We grant you a limited, non-exclusive, non-transferable licence to access and use the Service during your subscription term, solely for your internal business purposes in connection with M&A activity
Availability and Support
We will use commercially reasonable efforts to make the Service available. However, we do not guarantee any specific uptime or availability level. The Service may be unavailable from time to time due to:
Scheduled maintenance (we will endeavour to provide advance notice)
Emergency maintenance or security patching
Events beyond our reasonable control
Support is available via email at support@semaverse.ai. Response times are on a best-efforts basis and are not guaranteed.
Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SEMAVERSE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
SEMAVERSE DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SEMAVERSE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE.
SEMAVERSE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SEMAVERSE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limitations apply regardless of the form of action, whether in contract, tort, negligence, or otherwise, and even if Semaverse has been advised of the possibility of such damages. Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct; or (d) any other liability that cannot be excluded or limited under applicable law.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SEMAVERSE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE.
SEMAVERSE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SEMAVERSE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limitations apply regardless of the form of action, whether in contract, tort, negligence, or otherwise, and even if Semaverse has been advised of the possibility of such damages. Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct; or (d) any other liability that cannot be excluded or limited under applicable law.
Indemnification
14.1 Customer Indemnity
You agree to indemnify, defend, and hold harmless Semaverse and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service in violation of this Agreement; (b) your Customer Data; or (c) your violation of any applicable law or the rights of a third party.
14.2 Semaverse IP Indemnity
Semaverse will defend you against any third-party claim alleging that the Service, as provided by Semaverse and used in accordance with this Agreement, infringes any patent, copyright, trademark, or trade secret of a third party, and will indemnify you for any damages finally awarded against you by a court of competent jurisdiction as a result of such a claim.
Semaverse's obligations under this Section 14.2 do not apply to claims arising from: (a) your modification of the Service; (b) your combination of the Service with products or services not provided by Semaverse; (c) your use of the Service in violation of this Agreement; or (d) your continued use of the Service after Semaverse has notified you of a potential infringement claim.
This Section 14.2 states Semaverse's entire liability and your sole remedy for any intellectual property infringement claims relating to the Service.
Term and Termination
15.1 Term
This Agreement begins on the Effective Date and continues until the subscription is terminated or expires.
15.2 Termination for Breach
Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days of receiving written notice of the breach.
15.3 Termination for Convenience
You may cancel your subscription at any time as described in Section 4. Semaverse may terminate this Agreement or suspend your access with 30 days' prior written notice for any reason, or immediately if required by law.
15.4 Effect of Termination
On termination, all licences granted to you will cease immediately. Sections 6, 7, 8, 9, 10, 12, 13, 14, and 17 survive termination.
Changes to this Agreement
We may update this Agreement from time to time. We will notify you of material changes by email or by posting a notice within the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date of the revised Agreement constitutes your acceptance of the changes. The version of this Agreement published at https://semaverse.ai/terms as of the effective date of the applicable Order Form shall govern that Order Form, subject to the notice provisions in this Section 16.
Governing Law and Disputes
This Agreement is governed by and construed in accordance with the laws of England and Wales. Before initiating any court proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiations for a period of 30 days following written notice of the dispute from one party to the other. If the dispute is not resolved within that period, either party may pursue its rights in the courts of England and Wales, to whose exclusive jurisdiction both parties irrevocably submit.
General
Order Forms: Customer's use of the Service is governed by one or more Order Forms executed with Semaverse, each of which incorporates this Agreement by reference. In the event of a conflict between an Order Form and this Agreement, the Order Form shall prevail with respect to commercial terms (including pricing, subscription term, and payment terms), and this Agreement shall prevail with respect to all other terms, unless the Order Form expressly states otherwise.
Entire Agreement: This Agreement, together with the applicable Order Form and any executed DPA, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force.
Waiver: Failure to enforce any provision of this Agreement will not constitute a waiver of our right to enforce it in the future.
Assignment: You may not assign this Agreement or any rights under it without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Notices: Notices to Semaverse should be sent to legal@semaverse.ai. We will send notices to you at the email address associated with your account.
Force Majeure: Neither party will be liable for any failure or delay in performance caused by events beyond their reasonable control.
Contact
If you have any questions about this Agreement, please contact us:
Semaverse Ltd
Email: legal@semaverse.ai
Website: https://semaverse.ai