1. About these Terms
These Terms of Service (Terms) govern access to and use of the Due Diligence HQ website, platform, software and related services (DD HQ or the Service). The Service is provided by:
5IP Technology GmbH
c/o Jürgen Samuel
Hurdnerstrasse 98
8640 Hurden
Switzerland
UID: CHE-417.366.049
Commercial Register No.: CH-130.4.037.145-3
Email: 5pt.gmbh@gmail.com
These Terms become binding when a Customer accepts them during account creation or a later policy-consent flow, signs an order form or other agreement that incorporates them, or otherwise uses the Service after being given notice of them. A person accepting these Terms for an organisation represents that they have authority to bind that organisation. Customer means that organisation and its authorised users.
2. Business use and eligibility
DD HQ is intended for businesses and professional users, including advisory firms, investors, corporate-development teams and other transaction or transformation professionals. It is not offered as a consumer service. Users must have legal capacity and be at least 18 years old. Mandatory rights that cannot lawfully be excluded remain unaffected.
3. The Service
Depending on the applicable plan and configuration, DD HQ may provide document ingestion, data-room processing, evidence extraction, AI-assisted analysis, due-diligence workflows, knowledge management, project chat, interview and assessment workflows, report generation, audit trails and related support or professional services.
Features, models, providers and limits may change. Any service level, deliverable, implementation commitment or professional-service scope applies only if stated in a signed order form, statement of work or other written agreement.
4. Orders and order of precedence
Commercial terms may be stated in an order form, proposal, statement of work or other written agreement. Unless that document says otherwise, conflicts are resolved in this order: (1) the signed order form or agreement; (2) the Data Processing Addendum for personal-data processing matters; (3) these Terms; and (4) other policies incorporated by reference.
5. Accounts, workspaces and access
Users must provide accurate information, protect credentials and promptly report suspected unauthorised access. Customers are responsible for their workspace administrators, authorised users, role assignments, project permissions and use of connected provider credentials. Accounts may not be shared with unauthorised persons.
DD HQ uses organisation and project access controls. These controls do not replace the Customer's responsibility to configure access correctly, remove access when no longer required and ensure that each user is authorised to view the relevant Customer Content.
6. Customer Content
Customer Content means documents, files, prompts, instructions, data, recordings, transcripts, messages and other material submitted to or generated from Customer inputs in the Service. As between the parties, Customer retains its rights in Customer Content.
Customer grants 5IP Technology GmbH a limited, non-exclusive right to host, copy, transmit, extract, index, analyse, generate from and otherwise process Customer Content only as reasonably necessary to provide, secure and support the Service, follow Customer instructions, perform agreed professional services and comply with law.
7. Customer responsibilities
Customer represents and warrants that it has the rights, authority, notices, legal bases and permissions needed to submit and process Customer Content. Customer must assess whether DD HQ and its enabled providers are suitable for the confidentiality, professional-secrecy, regulatory and data-protection requirements that apply to its information.
Customer must not submit content where doing so would violate law, contractual confidentiality, intellectual-property rights, professional secrecy, sanctions, export controls or another person's rights. Sensitive personal data, special-category data, privileged material, trade secrets or regulated information should be submitted only where necessary, lawful, authorised and appropriate for the selected configuration.
8. Confidentiality
Each party must use the other party's confidential information only for the relevant business relationship, protect it with reasonable care, limit access to persons who need it and are bound by confidentiality, and disclose it only as permitted by the agreement or required by law. Customer Content in a private workspace is Customer confidential information unless it is public through no breach by 5IP Technology GmbH.
9. Artificial intelligence and third-party providers
DD HQ uses AI systems in analysis, extraction, interview assessment, chat and report workflows. Depending on workspace configuration, Customer Content may be transmitted to supported third-party providers, including OpenAI or Anthropic, and OpenAI may be used for embeddings. Provider availability and processing locations depend on configuration and provider terms.
AI output may be inaccurate, incomplete, outdated or misleading. Customer must verify material findings against source evidence and apply appropriate human and professional review. Customer remains responsible for decisions made using Service outputs.
10. No professional advice
DD HQ is an analytical and decision-support platform. Unless expressly delivered under a separate written engagement by a suitably qualified professional, the Service and its automated outputs are not legal, financial, investment, tax or accounting advice; an audit, valuation or fairness opinion; or another regulated professional service. No material transaction or personnel decision should be made solely from an AI-generated output.
11. Acceptable use
Customer and users must not use the Service to:
- break the law or infringe third-party rights;
- upload stolen, unlawfully obtained or unauthorised information;
- distribute malware, disrupt the Service or gain unauthorised access;
- circumvent security, tenant, project, usage or billing controls;
- scrape, reverse engineer or test the Service without written authorisation, except where a statutory right cannot be excluded;
- facilitate fraud, unlawful surveillance or unlawful discrimination;
- make solely automated decisions about individuals where prohibited or without required safeguards;
- violate sanctions or export-control requirements; or
- materially threaten the security or availability of DD HQ or another customer.
We may investigate and suspend use reasonably believed to breach this section.
12. Third-party services
The Service may interoperate with infrastructure, storage, authentication, billing, email, analytics, registry, web-research and AI services. Third-party services are subject to their own availability and, where applicable, their own terms. We are not responsible for changes or outages outside our reasonable control, but this does not limit obligations that applicable law or the Data Processing Addendum places on us.
13. Intellectual property
Except for Customer Content and third-party material, DD HQ and its software, interfaces, workflows, designs, databases, prompts, documentation, trademarks and other intellectual property are owned by or licensed to 5IP Technology GmbH. Subject to payment and compliance with the agreement, Customer receives a limited, non-exclusive, non-transferable right for its authorised users to use the Service during the applicable term.
14. Generated outputs and feedback
Subject to applicable law, third-party rights and the applicable order, Customer may use outputs generated through its authorised use of DD HQ for its internal business and professional purposes. AI systems may generate similar outputs for different users, and no uniqueness is guaranteed. Customer must review outputs before relying on, publishing or distributing them.
If Customer voluntarily provides feedback, it permits us to use that feedback to improve products and services without payment, provided we do not disclose Customer confidential information in doing so.
15. Privacy and data processing
Our controller processing is described in the Privacy Policy. Where 5IP Technology GmbH processes Customer Personal Data on Customer's behalf, the Data Processing Addendum applies. Customer is responsible for giving affected individuals required notices and responding to their rights requests, with our assistance where the DPA requires it.
16. Plans, seats, fees and taxes
Fees, currency, billing interval, included use and payment terms are those shown at purchase or in the applicable order. Paid subscriptions may be priced by purchased user licence. Pending invitations may reserve seats, and seat reductions cannot reduce the quantity below active users. Seat changes may be prorated by the billing provider.
Unless expressly stated otherwise, prices exclude VAT and similar transaction taxes. Customer is responsible for applicable taxes other than taxes imposed on 5IP Technology GmbH's net income. Payment-card data is handled by the payment provider; DD HQ stores limited payment-method and invoice references.
17. Trials, renewals and cancellation
If a trial is offered, its length is shown in the Service or order. Access may end when the trial expires unless a paid subscription begins. A recurring subscription renews for the interval shown at purchase unless it is cancelled in accordance with the applicable order or billing process before renewal. Cancellation normally takes effect at the end of the paid period unless the order states otherwise. Fees already accrued are non-refundable except where the agreement or mandatory law requires a refund.
18. Failed payment and suspension
If payment fails, access may continue during the grace period shown in the Service or order and may then be restricted. Workspace owners and administrators may retain billing-only access to restore service. We may also suspend access for a material breach, security threat, suspected fraud, unlawful activity, legal requirement or material risk to another customer or the Service. Where reasonably possible, we will give notice and an opportunity to remedy.
19. Term and termination
The term and ordinary termination rights are stated in the applicable order. Either party may terminate for an uncured material breach after reasonable written notice where cure is possible. We may terminate immediately if continued service would be unlawful.
After termination, access ends and Customer Content is returned, exported, retained or deleted as provided by the order, Privacy Policy, Data Processing Addendum and Data Retention & Deletion Notice. Statutory retention duties and ordinary backup cycles may delay complete deletion.
20. Service availability and changes
We aim to operate a reliable Service but do not guarantee uninterrupted or error-free availability unless a signed service-level agreement says otherwise. Maintenance, security work, internet failures, third-party failures and events outside reasonable control may affect availability. We may change the Service, but will not materially reduce a committed paid scope during its current term without a contractual basis or reasonable remedy.
21. Warranties and disclaimers
To the maximum extent permitted by law, the Service is provided without warranties beyond those expressly stated in a written agreement. We do not warrant that every output is correct or complete, every relevant issue will be identified, third-party information is accurate, or a report meets every regulatory or professional requirement.
22. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, punitive damages, or loss of anticipated profit, revenue, opportunity or goodwill arising from the Service. Unless a signed agreement states another cap, 5IP Technology GmbH's aggregate liability arising from the Service will not exceed fees paid or payable by the relevant Customer for the Service during the 12 months before the event giving rise to the claim.
Nothing excludes or limits liability that cannot lawfully be excluded or limited. In particular, an advance exclusion for unlawful intent or gross negligence is invalid under Article 100 of the Swiss Code of Obligations. The exclusions and cap also do not apply to death or personal injury caused by negligence to the extent such liability cannot be limited.
23. Indemnity
To the extent permitted by law, Customer will defend and indemnify 5IP Technology GmbH against third-party claims arising directly from Customer Content submitted without necessary authority, unlawful use of the Service, infringement by Customer Content, or Customer's material breach of these Terms. This does not apply to the extent the claim resulted from 5IP Technology GmbH's breach, unlawful intent, gross negligence or other conduct for which liability cannot be excluded.
24. Changes to these Terms
We may update these Terms prospectively for legal, security, operational or Service changes. We will publish the effective date and provide reasonable notice of material changes to existing Customers. Where the platform requires renewed acceptance, access may be gated until an authorised user accepts the new version. A change does not retroactively alter a signed commercial term unless the signed agreement permits it.
25. Governing law and jurisdiction
These Terms and disputes arising from them are governed by the substantive laws of Switzerland, excluding conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Subject to mandatory jurisdiction, the courts at the registered seat of 5IP Technology GmbH in Freienbach, Canton Schwyz, Switzerland have exclusive jurisdiction.
26. General and contact
If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions continue. A failure to enforce is not a waiver. Neither party may assign the agreement without the other's consent, except to an affiliate or as part of a merger, reorganisation or sale of substantially all relevant assets, provided the assignee assumes the obligations. The agreement is the entire agreement on its subject, subject to the order of precedence above. Notices and questions may be sent to 5pt.gmbh@gmail.com or the postal address in section 1.