Terms of Service

These Terms of Service were last updated on 21 February 2026 and are effective from that date. The previous version remains accessible at arqera.io/terms/archive.

1. Acceptance of Terms

1.1 Agreement

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer”, “you”, “your”) and Arqera Limited (“ARQERA”, “we”, “us”, “our”), Company No. 16946092, a company registered in England and Wales with its registered office at 167-169 Great Portland Street, London, England, W1W 5PF.

By (a) creating an account on the ARQERA platform, (b) clicking a button or checking a box that references these Terms, (c) accessing or using any part of the platform, or (d) using ARQERA's API, you confirm that you have read, understood, and agree to be bound by these Terms and any documents incorporated by reference, including our Privacy Policy and Data Processing Agreement.

If you do not agree to these Terms, you must not access or use the ARQERA platform.

1.2 Organisation Accounts

If you are accepting these Terms on behalf of a company, employer, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “Customer” refers to that entity. If you do not have such authority, you must not accept these Terms or use the platform on that entity's behalf.

1.3 Relationship to Other Agreements

Enterprise customers may enter into a separate Order Form or Master Services Agreement (“MSA”) with ARQERA. Where such an agreement exists, it governs to the extent of any conflict with these Terms. For all other customers, these Terms are the entire agreement between you and ARQERA with respect to the platform.

2. Account Registration and Responsibilities

2.1 Eligibility

You must be at least 16 years of age to register for an ARQERA account. By registering, you confirm that you meet this requirement. ARQERA is a business-to-business (B2B) platform intended for use by organisations and professionals, not consumers acting in a personal capacity unrelated to trade, business, or profession.

2.2 Account Information

When registering, you agree to provide accurate, current, and complete information. You must keep your account information up to date. ARQERA may refuse registration, suspend, or terminate an account where information is found to be false, inaccurate, or misleading. Automated account creation (bots, scripts) is prohibited unless expressly authorised in writing by ARQERA.

2.3 Credentials and API Keys

You are responsible for maintaining the confidentiality of your account password and all API keys issued to your account. API keys expire after 90 days by default (Enterprise customers may request non-expiring keys). You must not share credentials or API keys with individuals outside your organisation or in a manner that circumvents per-user entitlements.

You are liable for all activity that occurs under your account credentials, including actions taken by your team members, agents you deploy, and any integrations you configure, whether or not authorised by you. If you become aware of any unauthorised access or suspected compromise, you must notify us immediately at [email protected].

2.4 User Seats and Profiles

Your subscription tier determines the maximum number of user seats. A “user” is an individual human being with a unique login credential. Shared logins are not permitted. User counts are verified at the billing cycle and additional seats are charged pro-rata at the applicable per-user rate for your tier.

The platform supports multiple profiles per user (workspace, client, personal contexts). Profile limits are per-user and apply across all workspaces: Free (1 profile), Team (5 profiles per user), Business (20 profiles per user), Enterprise (unlimited).

2.5 Team Administrators

Each account must designate at least one administrator (“Admin”). Admins are responsible for managing user access, configuring governance policies, and ensuring their organisation's use of the platform complies with these Terms. Acts or omissions of any user within an account are attributable to the Customer.

3. Service Description and Tiers

3.1 What ARQERA Provides

ARQERA is a cloud-hosted AI operations platform that enables organisations to govern, deploy, and audit AI agents and automated workflows. Core capabilities include:

• AI Governance. Policy enforcement, dual-brain governance evaluation, approval workflows, and trust scoring for AI actions.
• Compliance Management. Pre-built and custom compliance frameworks, automated compliance checking, and compliance reporting.
• Evidence and Audit. SHA-256-anchored evidence chain, tamper-proof audit logs, and exportable compliance artifacts for regulatory purposes.
• Agent Execution. Ara (ambient AI assistant), custom agent creation and management, workflow automation, and multi-surface deployment (web, Slack, Teams, API, MCP).
• Integrations. Pre-built connectors to third-party services including communication tools, cloud platforms, databases, and enterprise systems.
• Analytics and Optimisation. AI cost analytics, friction analytics, usage dashboards, and governance reporting.

3.2 Subscription Tiers

The platform is offered under the following subscription tiers. Features within each tier are subject to change in accordance with Section 14 (Changes to Terms). Current tier details are maintained at arqera.io/pricing.

3.3 AI Provider Routing

All AI capabilities are delivered through ARQERA's platform-managed infrastructure. ARQERA routes each request to the optimal AI provider based on cost, latency, and quality. AI inference costs are included in your subscription tier. No customer API keys are required.

3.4 Service Availability

ARQERA targets platform availability of 99.9% per calendar month (“Uptime SLA”), measured as the percentage of minutes in the month during which the platform's core API is accessible and returning valid responses, excluding Scheduled Maintenance and Excused Downtime (defined below).

The Uptime SLA applies to Business and Enterprise tiers only. Free and Team tiers receive reasonable-effort availability without a formal SLA commitment.

“Scheduled Maintenance” means maintenance windows communicated at least 48 hours in advance via the ARQERA status page (status.arqera.io) or in-app notification. “Excused Downtime” means unavailability caused by: (a) your acts or omissions; (b) third-party service failures beyond ARQERA's reasonable control; (c) Force Majeure events; or (d) issues with your network or equipment.

Where the Uptime SLA is breached in a given calendar month, Business customers may request a service credit equal to 10% of the monthly subscription fee for that month. Enterprise customers should refer to their Order Form or MSA for specific SLA credits. Service credits are your sole remedy for availability failures. Credits must be requested within 15 days of the end of the affected month at [email protected].

4. Usage-Based Billing and Payment Terms

4.1 Subscription Fees

Paid subscription fees are charged in advance at the start of each billing cycle (monthly or annual). Fees are stated in US Dollars (USD) unless your Order Form specifies otherwise. For tiers with per-user pricing, you are billed for the number of active user seats at the time the invoice is generated.

4.2 Usage-Based API Pricing

All subscription tiers include access to ARQERA's API with the following monthly free allowances. Usage beyond the free allowance is billed at the rates below, charged in arrears at the end of each billing cycle.

Free monthly allowances reset at the start of each calendar month and do not carry over. Usage alerts are sent when you reach 80% and 100% of your free allowance. The platform does not interrupt service when you exceed your allowance; overage charges accrue and are included in your next invoice. If overage charges reach 150% of your plan's monthly base fee, we will recommend an upgrade.

4.3 Free API Credit

Each new ARQERA account receives a one-time credit of US $10.00 (“Signup Credit”) applied automatically to usage-based API charges. The Signup Credit has no cash value, is non-transferable, expires 90 days after account creation if unused, and is forfeited upon account termination. The Signup Credit does not apply to subscription fees.

4.4 Payment Processing

Payments are processed by Stripe, Inc. You authorise ARQERA to charge your designated payment method for all amounts due under these Terms. ARQERA does not store full payment card numbers. If a charge fails, we will notify you and attempt to reprocess the payment within 7 days. If payment is not received within 14 days of the due date, we may suspend your account pending payment.

4.5 Auto-Renewal

Paid subscriptions renew automatically at the end of each billing period (monthly or annual, as selected during checkout) at the then-current price for your tier. To prevent renewal, you must cancel at least 24 hours before your renewal date via your account settings or by contacting [email protected]. Cancellation takes effect at the end of the current billing period; no service interruption occurs upon cancellation.

4.6 Pricing Changes

ARQERA may change subscription pricing with at least 30 days' advance written notice (email to your registered address or in-app notification). Price changes take effect at your next renewal after the notice period. Usage-based API rates may be updated with 14 days' notice. Your continued use of the platform after the effective date constitutes acceptance of the new pricing.

4.7 Refunds

Monthly subscription fees are non-refundable. Annual subscription fees may be refunded on a pro-rata basis (calculated from the day after refund request to the end of the annual term) if you cancel within 14 days of your initial purchase or annual renewal and have not materially used the platform during that period. “Material use” means processing more than 500 API calls, emitting more than 100 evidence artifacts, or deploying more than one custom agent.

Usage-based charges are non-refundable. Signup Credits are non-refundable and have no cash value.

4.8 Taxes

All fees are exclusive of applicable taxes, including VAT, GST, sales tax, and similar levies. If ARQERA is required to collect taxes in your jurisdiction, those amounts will be added to your invoice. You are responsible for any taxes imposed on your receipt of the services. If you are VAT-registered in the UK or EU and provide a valid VAT number, the reverse charge mechanism may apply.

4.9 Disputed Invoices

If you dispute an invoice in good faith, you must notify us in writing at [email protected] within 30 days of the invoice date, specifying the disputed amount and the reasons. Undisputed amounts remain due. We will investigate and respond within 15 business days.

5. Acceptable Use

5.1 Law Zero — Absolute Prohibition on Harm

The following prohibition is an absolute condition of access to the ARQERA platform. It is not subject to exception, commercial override, or interpretation. Violation constitutes immediate grounds for termination without notice and may result in referral to relevant authorities.

You must not use the ARQERA platform — including its AI governance engine, agent execution capabilities, API, compliance tooling, evidence system, or any other feature — to cause harm to any person or group of people. This includes, without limitation:

• Weaponization. Using the platform to build, deploy, or direct autonomous systems for military, paramilitary, law enforcement, or surveillance purposes that cause or risk causing physical harm.
• Unlawful surveillance. Using AI agents, integrations, or data pipelines to monitor, track, or profile individuals without their knowledge and consent, or in violation of applicable privacy law.
• Oppression and discrimination. Using the platform to make or facilitate automated decisions that discriminate against individuals on the basis of race, ethnicity, religion, gender, sexual orientation, disability, age, nationality, or other protected characteristics.
• Manipulation and deception. Using AI features to generate disinformation, deepfakes, synthetic media intended to deceive, phishing content, social engineering materials, or content designed to manipulate individuals against their own interests.
• Financial harm enablement. Using the platform to facilitate fraud, market manipulation, money laundering, sanctions evasion, or other financial crimes.

ARQERA reserves the right to unilaterally determine whether a use case violates this provision, based on the nature of the activity, the likely real-world effect, and the totality of the circumstances. Good faith commercial intent does not cure a violation. If you are uncertain whether a use case is permitted, contact us at [email protected] before proceeding.

5.2 General Prohibited Uses

In addition to Section 5.1, you must not use the platform to:

• Violate any applicable law, regulation, or third-party right, including data protection law, export control, anti-corruption, intellectual property law, and sector-specific regulation applicable to your business.
• Transmit, store, or process unlawful content, including child sexual abuse material (CSAM), content that incites violence or terrorism, or content that is defamatory under applicable law.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying models, algorithms, or architecture of the ARQERA platform or its AI systems.
• Interfere with, disrupt, or degrade the platform's infrastructure, security systems, rate limits, or other customers' access, including via denial-of-service attacks, excessive automated requests, or exploitation of vulnerabilities.
• Circumvent or attempt to circumvent usage limits, access controls, governance safeguards, human-in-the-loop requirements, or approval workflows built into the platform.
• Use the platform to build a product or service that directly competes with ARQERA, including by benchmarking, scraping, or replicating the platform's proprietary AI governance methodology.
• Resell, sublicense, or provide access to the platform to third parties who have not agreed to these Terms, without ARQERA's prior written authorisation.
• Use the platform in a way that violates the acceptable use policies of any third-party AI provider whose services are routed through the platform.

5.3 Enforcement

ARQERA may investigate suspected violations of this Section. We reserve the right to remove content, suspend API access, restrict features, or terminate accounts found to be in violation, with or without prior notice depending on the severity of the breach. Violations of Section 5.1 (Law Zero) result in immediate termination without any cure period. Violations of Section 5.2 that are capable of remedy will be notified in writing; if not remedied within 7 days, the account may be suspended or terminated.

6. Intellectual Property

6.1 Customer Data

You retain all ownership rights, title, and interest in data, content, configurations, prompts, workflows, and other information you submit to or generate using the ARQERA platform (“Customer Data”). Customer Data includes evidence artifacts and audit logs created by platform operations on your behalf.

You grant ARQERA a non-exclusive, worldwide, royalty-free licence to use, process, copy, and display Customer Data solely to the extent necessary to: (a) provide and operate the platform services; (b) maintain the evidence and audit chain; and (c) comply with legal obligations. This licence terminates when Customer Data is deleted in accordance with these Terms.

You represent and warrant that you have all rights necessary to submit Customer Data to the platform and that its processing by ARQERA will not infringe any third-party intellectual property right or violate any applicable law.

6.2 Platform Intellectual Property

ARQERA owns and retains all intellectual property rights in the platform, including its software, source code, AI models, governance methodology, algorithms, scoring systems, user interface, documentation, branding, trade marks, and all derivative works and improvements thereof (“Platform IP”).

These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the platform solely for your own lawful business purposes during the term of your subscription, in accordance with these Terms. No other rights are granted. You acquire no ownership interest in the platform or its underlying technology.

6.3 AI-Generated Outputs

Content generated by ARQERA's AI features in response to your prompts or configurations (“AI Outputs”) is made available to you for your use. To the extent ARQERA holds any intellectual property rights in AI Outputs that are specific to your inputs, those rights are assigned to you. However, AI Outputs sharing common elements with outputs generated for other customers remain non-exclusive. ARQERA makes no warranty that AI Outputs are original, free from third-party claims, or suitable for any particular purpose.

6.4 Feedback

If you provide ARQERA with feedback, suggestions, feature requests, bug reports, or ideas about the platform (“Feedback”), you grant ARQERA a perpetual, irrevocable, worldwide, royalty-free licence to use, incorporate, and commercialise that Feedback in any manner without any obligation of confidentiality, compensation, attribution, or accounting to you. This clause does not limit any separate non-disclosure agreement that may be in place.

6.5 Trade Marks

“ARQERA”, “Ara”, the ARQERA logo, and other ARQERA marks are trade marks of Arqera Limited. You may not use ARQERA's trade marks, logos, or brand assets without prior written permission, except as expressly permitted in our brand guidelines. Nothing in these Terms grants you any right to use ARQERA's trade marks.

7. Data Processing and Privacy

7.1 Data Processing Agreement

Where ARQERA processes personal data on your behalf in the course of delivering the platform services (for example, personal data contained in documents you upload, or personal data about your employees that appears in AI interactions), ARQERA acts as a data processor and you act as a data controller. This processing is governed by our Data Processing Agreement (DPA), which is incorporated into these Terms by reference and forms part of the binding agreement between you and ARQERA.

By accepting these Terms, you also accept the DPA. The DPA sets out our obligations under the UK GDPR, EU GDPR, and applicable data protection law, including: technical and organisational security measures; sub-processor management and notification; data subject rights assistance; breach notification procedures; and data deletion or return on termination.

7.2 Privacy Policy

ARQERA's collection and use of personal data for its own purposes as a data controller — including account management, platform analytics, marketing, and fraud prevention — is governed by our Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

7.3 Data Location

ARQERA's primary production infrastructure is hosted on Google Cloud Platform in the europe-west2 region (London, United Kingdom). Customer Data at rest is stored within UK and EU data centres by default. Some operational sub-processors (such as AI model providers and monitoring services) may process data outside the UK and EU; such transfers are governed by appropriate safeguards as detailed in the DPA and our Sub-processor List.

7.4 Data Retention and Deletion

Following account termination or deletion, Customer Data is made available for self-service export for 30 days. Thereafter, ARQERA will securely delete Customer Data within 90 days, except where: (a) retention is required by applicable law (for example, financial records required by UK company law or tax legislation); (b) evidence and compliance artifacts must be retained for the periods specified in the DPA; or (c) data forms part of anonymised, aggregated platform analytics that do not identify you or your users.

8. AI-Specific Terms

8.1 Nature of AI Outputs

ARQERA's platform routes AI tasks across multiple AI providers, including proprietary ARQERA-fine-tuned models and third-party models from providers including Anthropic, OpenAI, Groq, Mistral, and DeepSeek (the “AI Providers”). You acknowledge that:

• AI outputs are advisory, not determinative. Governance evaluations, compliance assessments, trust scores, agent recommendations, and all other AI-generated outputs are suggestions to assist human decision-making. They do not constitute legal, compliance, financial, medical, or professional advice of any kind. You are responsible for reviewing, validating, and acting on AI outputs before making decisions that affect your business, employees, customers, or third parties.
• No accuracy guarantee. AI models can produce incorrect, incomplete, hallucinated, biased, or outdated outputs. ARQERA does not warrant the accuracy, completeness, fitness for purpose, or reliability of any AI-generated content. The fact that an output passes ARQERA's governance evaluation does not guarantee its correctness or legal compliance.
• Governance evaluation limitations. ARQERA's dual-brain governance evaluation assesses AI actions against your configured policies and ARQERA's 7-law framework. This evaluation is probabilistic, not definitive. Edge cases, novel scenarios, and adversarial inputs may not be correctly classified. Human oversight is essential for high-stakes decisions.
• Human-in-the-loop is mandatory for high-risk actions. The platform classifies certain agent actions as “HARD” tier — actions that are irreversible or high-impact (for example, sending external communications, deleting data, making financial transactions). These actions require explicit human approval before execution. You must not configure the platform in ways that bypass or circumvent these approval requirements for actions that would otherwise require them.
• Provider terms apply. Your use of AI features is subject to the acceptable use policies of the underlying AI Providers, in addition to these Terms. Prompts and outputs that violate provider policies may be refused or flagged. The current list of AI Providers is available in our Sub-processor List.

8.2 AI Model Training Consent

ARQERA pursues continuous improvement of its proprietary AI models. The use of Customer Data for AI model training is governed as follows:

• Free and Team tiers: By default, anonymised and aggregated interaction data (including prompts, completions, governance evaluation signals, and usage patterns) from your account may be included in ARQERA's model improvement programme. This data is stripped of personal identifiers and combined with data from other accounts before any training use. You may opt out of this programme at any time via Settings > Privacy in your account dashboard, or by contacting [email protected]. Opting out has no effect on platform functionality.
• Business and Enterprise tiers: Your account is opted out of the AI model improvement programme by default. Customer Data from Business and Enterprise accounts is not used for model training unless you explicitly opt in via your account settings or an Order Form provision.
• What is never used for training: Irrespective of tier, raw un-anonymised Customer Data, content of individual documents or files you upload, personal data about your employees or customers, and API keys or credentials are never used for model training.
• EU AI Act Compliance. ARQERA's training data practices are designed to comply with EU AI Act Article 10 (data governance requirements). Training datasets are documented, reviewed for bias, and maintained in GDPR-compliant infrastructure.

8.3 EU AI Act and High-Risk AI

Depending on the nature of your use case, certain applications of ARQERA's AI features may constitute use of a “high-risk AI system” under Annex III of the EU AI Act. ARQERA provides compliance tooling to assist you in meeting your obligations as a deployer of AI systems under the EU AI Act, including audit trails, human oversight mechanisms, and governance documentation. However, you remain responsible for determining the risk classification of your AI use cases, implementing required conformity assessments, maintaining required documentation, and registering high-risk systems where required.

ARQERA does not act as a “provider” of high-risk AI systems under the EU AI Act on your behalf. You are the “deployer” (and potentially the “provider”) of AI systems you configure and deploy using the ARQERA platform.

8.4 Evidence and Audit Chain

ARQERA's evidence system creates SHA-256-anchored audit artifacts for AI actions and governance decisions processed through the platform. These artifacts are designed to support regulatory compliance and internal audit requirements. ARQERA does not guarantee that its evidence artifacts will be accepted as legally admissible records in any specific jurisdiction or regulatory proceeding. You should verify evidence export formats against your specific compliance requirements.

9. Uptime SLA and Support

9.1 Uptime Commitment

ARQERA commits to 99.9% monthly platform availability for Business and Enterprise customers, measured on the core API and dashboard as described in Section 3.4. Platform status is published in real time at status.arqera.io. We recommend subscribing to status updates for incident notifications.

9.2 Scheduled Maintenance

Planned maintenance that may affect availability will be notified at least 48 hours in advance. We aim to schedule maintenance during low-traffic periods (typically between 02:00 and 06:00 UTC on weekends) and to minimise any service interruption. Maintenance windows are excluded from uptime calculations.

9.3 Support

Support is provided through the following channels, with response times measured on business days (Monday to Friday, 09:00-18:00 GMT, excluding UK public holidays):

• Free: Community forum access at community.arqera.io. No SLA.
• Team: Email support at [email protected]. Best-effort response within 24 business hours for standard issues.
• Business: Priority email and in-app support. Response within 4 business hours for standard issues. Critical (platform-down) issues escalated within 1 business hour.
• Enterprise: Dedicated Customer Success Manager, priority support queue, and custom SLA terms as specified in the Order Form.

Response time SLAs are targets, not guarantees. ARQERA will use commercially reasonable efforts to meet them.

10. Limitation of Liability

10.1 Disclaimer of Warranties

To the maximum extent permitted by applicable law, the ARQERA platform is provided “as is” and “as available” without any warranty of any kind, whether express, implied, statutory, or otherwise. ARQERA expressly disclaims all implied warranties, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

ARQERA does not warrant that: (a) the platform will meet your specific requirements; (b) the platform will be uninterrupted, error-free, or secure; (c) AI outputs will be accurate, reliable, complete, or free from bias; (d) the platform will satisfy any specific regulatory requirement applicable to your business; or (e) defects will be corrected.

10.2 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, ARQERA shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: loss of profits or revenue; loss of anticipated savings; loss of business or contracts; loss of data or corruption of data; loss of goodwill or reputation; or any indirect, incidental, special, consequential, or punitive damages — even if ARQERA has been advised of the possibility of such damages.

10.3 Cap on Liability

To the maximum extent permitted by applicable law, ARQERA's total aggregate liability for all claims arising out of or related to these Terms or the platform, regardless of the form of action or the basis of the claim, shall not exceed the greater of:

• the total fees paid by you to ARQERA in the 12 months immediately preceding the event giving rise to the claim; or
• one hundred pounds sterling (GBP £100).

10.4 Exceptions

Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by that party's negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded under applicable law, including obligations under UK consumer protection law; or (d) your obligation to pay fees properly due.

10.5 Essential Basis

You acknowledge that the limitations of liability in this Section reflect a reasonable and fair allocation of risk between commercial parties and form an essential basis of the bargain between you and ARQERA. ARQERA would not enter into these Terms without these limitations.

11. Indemnification

You agree to defend, indemnify, and hold harmless ARQERA and its officers, directors, employees, agents, licensors, and successors from and against any claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• your breach of any provision of these Terms;
• your misuse of the platform or violation of the Acceptable Use policy;
• your violation of any applicable law or regulation, including data protection law and the EU AI Act;
• your infringement of any third-party intellectual property right, privacy right, or other right;
• any claim by a third party arising from your use of AI Outputs, including reliance on inaccurate or harmful AI-generated content; or
• Customer Data you submit to the platform, including any claim that such data infringes third-party rights.

ARQERA will provide reasonable notice of any claim for which it seeks indemnification and will cooperate with you in the defence of that claim at your cost. ARQERA retains the right to participate in the defence of any claim at its own expense and to approve any settlement that imposes obligations on ARQERA.

12. Termination

12.1 Termination by Customer

You may terminate your account at any time by: (a) using the account deletion feature in Settings > Account > Delete Account; or (b) providing written notice to [email protected]. Termination takes effect at the end of the current billing period for paid subscriptions (no early termination refund except as provided in Section 4.7). For annual subscriptions subject to a minimum commitment, early termination fees may apply as specified in your Order Form.

12.2 Termination or Suspension by ARQERA

ARQERA may terminate or suspend your account:

• Immediately and without notice if you violate Section 5.1 (Law Zero), transmit content that is illegal under applicable law, engage in activity that threatens the security or integrity of the platform or other customers, or commit fraud.
• With 7 days' written notice if you materially breach any other provision of these Terms and fail to remedy the breach within 7 days of notice from ARQERA.
• With 30 days' written notice for any other reason, including commercial reasons (in which case ARQERA will refund a pro-rata portion of any prepaid subscription fees for the unused period).
• With 24 hours' notice for non-payment of fees that remain outstanding more than 14 days after the due date.

12.3 Effect of Termination

Upon termination (by either party):

• Your right to access and use the platform ceases immediately (or at the end of the billing period where applicable).
• Customer Data remains accessible for self-service export for 30 days from the effective date of termination.
• After the 30-day export window, ARQERA will securely delete Customer Data within 90 days, subject to any legal retention obligations.
• All fees accrued up to the effective date of termination remain due and payable.
• Sections 1.3, 6, 8.1, 10, 11, 12.3, 13, and 14 survive termination.

12.4 Suspension

Suspension differs from termination in that access is restricted but the account is not deleted. Customer Data is preserved during suspension. ARQERA may suspend an account for non-payment, abuse, or security risk without prejudice to its right to subsequently terminate. ARQERA will restore access upon resolution of the cause of suspension.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

13.2 Mandatory Negotiation

Before initiating formal legal proceedings, each party agrees to provide written notice to the other describing the nature and extent of the dispute in reasonable detail (“Dispute Notice”). The parties will then attempt to resolve the dispute through good-faith negotiation between senior representatives for a period of 30 days from the date of the Dispute Notice (“Negotiation Period”), unless either party determines in good faith that the dispute cannot be resolved by negotiation. Formal proceedings may commence at the expiry of the Negotiation Period or when either party determines that further negotiation would be futile.

Nothing in this Section prevents either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction.

13.3 Jurisdiction

Following the Negotiation Period, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms. This clause does not prevent ARQERA from seeking enforcement of any judgment in any other jurisdiction.

If you are a consumer (though ARQERA is a B2B platform), applicable mandatory consumer protection laws in your jurisdiction may provide for alternative dispute resolution mechanisms or court access rights that override this clause.

13.4 Alternative Dispute Resolution

As an alternative to court proceedings for commercial disputes between ARQERA and Business or Enterprise customers, either party may propose resolution through mediation by a mediator agreed between the parties, or appointed by the Centre for Effective Dispute Resolution (CEDR) in London. Mediation is non-binding unless the parties agree in writing to accept a mediated settlement as binding.

14. Changes to Terms

ARQERA may update these Terms from time to time to reflect changes in the platform, applicable law, or business practices. We will distinguish between:

• Material changes — changes that materially affect your rights or obligations, including pricing (Section 4.6), liability limits, acceptable use policy, or intellectual property terms. These will be communicated by email to your registered address and via in-app notification at least 30 days before taking effect.
• Non-material changes — corrections, clarifications, updates to contact details, or changes required to comply with applicable law. These take effect immediately upon posting and will be reflected in the “last updated” date.

Your continued use of the platform after the effective date of any change constitutes your acceptance of the revised Terms. If you do not agree to a material change, you may terminate your account before the effective date; in that case, ARQERA will refund any prepaid fees for the period after the effective date on a pro-rata basis.

Previous versions of these Terms are archived and accessible at arqera.io/terms/archive.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy, the DPA, any applicable Order Form or MSA, and any documents expressly incorporated by reference, constitute the entire agreement between you and ARQERA with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to that subject matter.

15.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed. The remaining provisions shall continue in full force and effect.

15.3 Assignment

You may not assign, transfer, novate, or sub-license these Terms or any right or obligation under them, whether by operation of law or otherwise, without ARQERA's prior written consent. ARQERA may assign these Terms, and any rights or obligations under them, to any affiliate or successor entity in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, without your consent, provided that ARQERA provides written notice of the assignment.

15.4 Waiver

No failure or delay by ARQERA in exercising any right, power, or remedy shall operate as a waiver of that right. No single or partial exercise of any right precludes any further or other exercise of that right or any other right. A waiver of any breach does not constitute a waiver of any subsequent breach.

15.5 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemic or epidemic, government actions, war or terrorism, civil unrest, internet infrastructure failures beyond the party's network boundary, or failures of third-party service providers that cannot reasonably be mitigated. The affected party must promptly notify the other of such an event and use commercially reasonable efforts to resume performance.

15.6 Notices

Notices from ARQERA to you under these Terms will be given by email to your registered address, or via in-app notification, or by posting to the ARQERA website. Notices from you to ARQERA must be in writing and sent to [email protected] or to the registered office address below. Notices are deemed received: by email, on the next business day following transmission (unless a delivery failure is received); by post, three business days after posting (within the UK) or seven business days (international).

15.7 Third-Party Rights

These Terms do not create any rights enforceable by third parties under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that ARQERA's affiliates, officers, directors, and employees may enforce the limitations of liability in Section 10 as if they were parties to these Terms.

15.8 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party may bind the other or incur obligations on the other's behalf.

15.9 Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure (“Confidential Information”). Each party may disclose the other's Confidential Information only to employees, contractors, and advisors who need to know it for the purpose of these Terms and who are bound by confidentiality obligations no less protective. Neither party shall use Confidential Information for any purpose outside the scope of these Terms. This obligation does not apply to information that is (a) publicly available through no fault of the receiving party, (b) already known to the receiving party, (c) independently developed by the receiving party without reference to the Confidential Information, or (d) required to be disclosed by law or court order (in which case the disclosing party will give prior notice where legally permitted).

16. Contact Information

For questions, notices, or complaints regarding these Terms: