Terms of Service

1. Definitions

• "Axiom", "we", "us" — the service and the company operating it (identified in section 2).
• "Customer", "you" — the business or professional that has been granted access to Axiom, and its authorized users.
• "Customer Content" — documents you upload (including Confidential Information Memoranda) and any data you enter into the service.
• "Output" — the extractions, valuations, drafts, documents and other results the service produces from Customer Content.
• "Sub-processors" — the third-party providers we use to operate the service, listed in our Privacy Policy.

2. Parties, and business-only use

These Terms are a contract between you and Axiom, operated by [DATA: legal company name], VAT/P.IVA [DATA], REA no. [DATA], registered at [DATA: registered address] ("we", "us").

Axiom is a professional, business-to-business tool intended solely for use by companies and professionals in the course of their business (e.g. M&A advisory firms). It is not offered to, or intended for, consumers. By accepting these Terms you confirm you are entering into them in the course of your trade, business, or profession and not as a consumer, and that the person accepting is authorized to bind the Customer.

3. Access — invitation only

Axiom does not offer public self-registration. Access is granted after you contact us and we set up or invite your account. You are responsible for keeping your account credentials secure, for all activity under your account or organization, and for ensuring your authorized users comply with these Terms. Notify us promptly of any suspected unauthorized access.

4. The service, and its limits

Axiom extracts financial data from documents you upload, computes valuations (DCF and trading comparables) using deterministic calculations (not AI-generated numbers), and helps draft M&A documents (pitch decks, CIMs, teasers, buyer lists). AI-assisted extraction and drafting can contain errors, omissions, or misclassifications. Every extracted figure is shown with a source citation and a confidence level so you can verify it. You remain solely responsible for reviewing, verifying, and validating all Output before relying on it.

Axiom does not maintain a proprietary market-data source: it never invents comparable companies, buyer names, or market figures. Where such inputs are required, they come from data you provide. The service may be updated, changed, or have features added or removed over time.

5. Not professional advice

Axiom is a productivity tool, not an advisor. Output does not constitute financial, investment, accounting, tax, or legal advice, a fairness opinion, a valuation certification, or a recommendation to buy, sell, or hold any security or asset. You are the professional; you must apply your own judgment and, where appropriate, obtain independent advice before acting. Nothing in the Output creates any fiduciary or advisory relationship between you and us.

6. Customer Content and your warranties

You retain all ownership of your Customer Content. You grant us a limited, non-exclusive licence to host, process, and transmit it to our Sub-processors solely to provide and support the service to you. We do not use your Customer Content or Output to train our own or any third party's AI models.

You represent and warrant that: (a) you have all rights, permissions, and lawful basis necessary to upload and process each document you submit; (b) doing so does not breach any confidentiality obligation, non-disclosure agreement, mandate, intellectual-property right, or law applicable to that document; and (c) where Customer Content contains personal data or confidential information of third parties, you are authorized to have it processed through the service and its Sub-processors, including any international transfer described in our Privacy Policy.

7. Confidentiality

Each party will keep the other's confidential information confidential and use it only to perform under these Terms. We treat your Customer Content as your confidential information. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (in which case we will give notice where legally permitted). These obligations survive termination.

8. Data protection

Where we process personal data contained in your Customer Content on your behalf, we act as data processor and you act as data controller; where we process account and usage data to run the service, we act as controller. Our processing, the Sub-processors involved, international transfers, retention, and your and data subjects' rights are described in our Privacy Policy, which forms part of these Terms. If you require a separate Data Processing Agreement (DPA) under Article 28 GDPR, contact us at [DATA: contact email].

9. Intellectual property

The Axiom platform, software, models, templates, and branding are and remain our (or our licensors') property. Except for the limited right to use the service under these Terms, no rights are granted to you in the platform. As between you and us, you own your Customer Content and the Output generated from it. If you send us feedback or suggestions, you grant us a perpetual, royalty-free licence to use them to improve the service, with no obligation to you.

10. Acceptable use

You agree not to:

• upload content you do not have the right to share, or that infringes any third party's rights;
• attempt to access another customer's or organization's data, or bypass our security or tenant isolation;
• reverse-engineer, scrape, resell, or provide the service to third parties as a bureau/service without our written consent;
• use the service to build a competing product, or to violate any applicable law or sanctions;
• interfere with, overload, or disrupt the normal operation of the service.

11. Fees, payment, and taxes

Paid plans and their prices are as described at the time of subscription. Plans are currently activated by bank transfer and take effect once payment is received and confirmed. Fees are stated exclusive of any applicable taxes (including VAT), which you are responsible for where due. We may change prices for future billing periods on reasonable prior notice. Unless required by law or expressly stated, fees are non-refundable [DATA: refund policy, if any]. We may suspend access for overdue amounts after notice.

12. Warranties disclaimer and limitation of liability

To the maximum extent permitted by applicable law, the service and all Output are provided "as is" and "as available", without warranties of any kind, express or implied, including any implied warranty of accuracy, merchantability, fitness for a particular purpose, or uninterrupted or error-free operation. We do not warrant that any Output is accurate, complete, or suitable for any particular transaction or decision.

To the maximum extent permitted by applicable law, we will not be liable for any indirect, incidental, special, consequential, or punitive damages, nor for any loss of profits, revenue, goodwill, data, or business opportunity, nor for any decision, transaction, valuation, or advice you make or give based on the Output. Our total aggregate liability arising out of or in connection with these Terms and the service is limited to the total fees you paid to us in the twelve (12) months immediately before the event giving rise to the liability.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for wilful misconduct (dolo) or gross negligence (colpa grave), for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or any other liability that Italian or EU law does not permit to be limited.

13. Indemnification

You will defend, indemnify, and hold us harmless from any third-party claim, loss, or expense (including reasonable legal fees) arising from: (a) Customer Content you uploaded without the rights, permissions, or lawful basis required under section 6; (b) your breach of the confidentiality obligations you owe to your own clients; or (c) your breach of these Terms or of applicable law in your use of the service.

14. Availability, beta features, and third parties

We aim to keep the service available but do not guarantee any specific uptime; the service may be unavailable during maintenance, updates, or events outside our control. Some features may be offered as early-access or "beta" and may change or be withdrawn. The service depends on third-party providers (see Sub-processors); we are not responsible for their acts, outages, or changes beyond our reasonable control.

15. Suspension and termination

Either party may terminate access at any time. We may suspend or terminate immediately for breach of these Terms, non-payment, or unlawful use. On termination you may, within a reasonable period, request export of your data before it is deleted from our active systems. Sections that by their nature should survive (including 6, 7, 9, 12, 13, and 17) survive termination.

16. Changes to these Terms

We may update these Terms; we will note the date at the top and, for material changes, give reasonable notice. Your continued use after changes take effect constitutes acceptance. If you do not agree, you may stop using the service before the changes take effect.

17. Governing law, jurisdiction, and general

These Terms are governed by Italian law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The courts of [DATA: competent court/city] have exclusive jurisdiction over any dispute. If any provision is held invalid, the rest remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. These Terms, with the Privacy Policy, are the entire agreement between us on their subject matter. In case of conflict between language versions, the [DATA: English/Italian] version prevails.

18. Contact

Questions about these Terms: [DATA: contact email] · PEC: [DATA: PEC email].