Website Terms of Use

1.1 These Website Terms of Use ("Terms") govern your access to and use of the website at https://abaci.gg and any pages, content and features made available through it (the "Website").

1.2 By accessing or using the Website you agree to these Terms. If you do not agree to them, you should not use the Website.

1.3 In these Terms, "we", "us", "our" and "abaci" mean Luna Capital Limited trading as abaci, and "you" means the person accessing or using the Website, and any organisation on whose behalf you do so.

1.4 If you access the Website on behalf of an organisation, you confirm that you have authority to accept these Terms on its behalf.

2.1 The Website is operated by Luna Capital Limited, trading as abaci, a company incorporated in Guernsey with company number 69466.

2.2 Our contact details are set out in clause 19.

3.1 abaci provides software, automation, reporting and consulting services to businesses.

3.2 The Website is principally intended to provide information about abaci, our capabilities, experience, services and areas of expertise, and to allow businesses and their representatives to contact us.

3.3 The Website is directed primarily at business and professional users. It is not an online consumer sales platform.

3.4 We may change, add to, remove, suspend or discontinue any part of the Website or its content from time to time.

4.1 Nothing on the Website constitutes an offer by abaci to provide software, services, licences, subscriptions, consulting or any other product or service.

4.2 You cannot currently purchase services, subscribe to software, enter into a software licence, create a paid account or otherwise conclude a commercial agreement with abaci through the Website.

4.3 Submitting an enquiry, contact form, request for information or other communication through the Website does not:

• create a client, customer, supplier, adviser, fiduciary, partnership, agency or other commercial relationship between you and abaci;
• oblige abaci to accept an engagement or provide any particular product or service; or
• constitute acceptance by either party of any proposal, scope, price, timetable or other commercial term.

4.4 Any software, automation, reporting, consulting or other services supplied by abaci will be governed by a separate written commercial agreement, which may include a proposal, statement of work, master services agreement, software licence, SaaS agreement, consulting agreement or other agreed terms (a "Commercial Agreement").

4.5 The scope of services, deliverables, fees, payment terms, service levels, warranties, intellectual-property arrangements, data-processing obligations, liability provisions and other commercial terms relating to an engagement will be determined by the applicable Commercial Agreement.

4.6 Any statements relating to security, compliance, certification, accreditation, framework alignment, assurance or controls are subject to the scope of the applicable service, its deployment model, the customer's requirements and the evidence confirmed during the customer review process. Nothing on this website should be interpreted as confirmation that abaci, or any particular service, holds a certification, accreditation or formal framework status unless this is expressly confirmed in the applicable Commercial Agreement or written assurance documentation.

4.7 If there is any inconsistency between these Terms and a Commercial Agreement relating to services provided by abaci, the Commercial Agreement will prevail to the extent of that inconsistency.

5.1 Content on the Website is provided for general business and informational purposes only. We take reasonable care in preparing it but do not guarantee that it is complete, accurate, current or suitable for your particular circumstances.

5.2 Our services, technologies, capabilities, integrations and methods evolve over time, and Website content may become outdated before it is updated. Descriptions of services or capabilities are general descriptions only, and do not represent that a particular solution, feature, integration, methodology or outcome will be available or appropriate for every engagement.

5.3 You should not make material business, financial, operational, legal, regulatory or other decisions solely in reliance on general information published on the Website.

6.1 Nothing on the Website constitutes legal, tax, accounting, audit, investment, financial, regulatory or other regulated professional advice.

6.2 abaci may provide technology, automation, reporting and consulting services to businesses operating in regulated industries. References to such work do not mean that abaci is itself acting as the relevant regulated professional or regulated financial-services provider, and do not make Website content a substitute for advice from a business's own legal, compliance, accounting, financial or other appropriately qualified advisers.

6.3 Any consulting or advisory services actually supplied by abaci will be subject to the scope and limitations set out in the applicable Commercial Agreement.

7.1 The Website may contain case studies, examples, demonstrations, testimonials, statistics, illustrations, efficiency improvements, time savings, cost reductions, performance information or other descriptions of work undertaken by abaci. These describe results achieved in particular circumstances and are provided to illustrate our experience and capabilities.

7.2 Results depend on numerous factors, including the client's systems, data, processes, personnel, implementation, requirements and operating environment. A result achieved for one client does not guarantee that the same or a similar result will be achieved for another client.

7.3 Any forward-looking estimate, anticipated benefit, potential saving, return on investment or other projected outcome is illustrative unless expressly guaranteed in a Commercial Agreement.

8.1 Unless otherwise stated, the Website and the materials created by or for abaci on it, including its text, graphics, branding, logos, designs, layouts, reports, articles, case studies, methodologies, diagrams, documentation and other original content, are owned by or licensed to Luna Capital Limited and are protected by applicable intellectual-property laws.

8.2 We grant you a limited, non-exclusive, revocable and non-transferable right to access and use the Website for lawful internal business purposes, including evaluating abaci and our services.

8.3 You may not, without our prior written consent:

• reproduce, republish or commercially exploit a substantial part of the Website;
• modify or create derivative works from our proprietary content for commercial use;
• sell, sublicense or redistribute Website content;
• systematically scrape, harvest or extract substantial Website content or data using automated means, except for legitimate search-engine indexing conducted in accordance with generally accepted web protocols;
• remove or alter copyright, trademark or other proprietary notices; or
• use abaci's name, branding or content in a manner that falsely suggests sponsorship, endorsement, affiliation or approval.

8.4 We expressly reserve all rights in the Website and its content in respect of text and data mining, web scraping and any use for the development, training, fine-tuning, evaluation or grounding of artificial-intelligence or machine-learning models or systems. No such use is permitted without our prior written consent. This clause is an express reservation of rights for the purposes of any applicable text-and-data-mining exception or opt-out, including under applicable EU and UK copyright and database law, and is intended to operate alongside any machine-readable reservation published with the Website.

8.5 Nothing in these Terms transfers ownership of any intellectual-property rights to you.

9.1 The Website may refer to technologies, software, platforms or services supplied by third parties, including products with which abaci has experience or which may form part of solutions we design or implement.

9.2 All third-party names, trademarks, logos, product names and other intellectual property remain the property of their respective owners.

9.3 Unless expressly stated otherwise, a reference to a third-party technology or product is made for descriptive, technical, compatibility or informational purposes and does not imply that the third party sponsors, endorses or is affiliated with abaci.

9.4 abaci's ability to design, implement, integrate with or advise on a third-party technology does not give us control over that technology or its continued availability, functionality, security, pricing, licensing terms or development.

10.1 Please do not send us confidential, sensitive or proprietary information through the Website, or in an initial enquiry, before a written confidentiality agreement or Commercial Agreement is in place.

10.2 Unless we have agreed otherwise in writing, any material, information, data, documentation, specification, idea, suggestion or feedback you send us through the Website or in an unsolicited enquiry is provided on a non-confidential basis, and we are under no obligation of confidence in respect of it.

10.3 Where you send us feedback, suggestions or comments about the Website or our services, you agree that we may use them for any business purpose without restriction, acknowledgement or compensation. This does not affect any intellectual-property rights you hold in the underlying material.

10.4 We may already be working on, or may in future develop, solutions, methods or materials similar to information you send us. Nothing in this clause restricts our ability to do so, provided we do not breach any written agreement between us.

10.5 Clause 10.2 does not apply to personal information, which is handled in accordance with clause 14 and our Privacy Notice.

11.1 You must use the Website only for lawful purposes.

11.2 You must not:

• attempt to gain unauthorised access to the Website, its servers, systems or infrastructure;
• interfere with, damage, overload or disrupt the Website;
• introduce viruses, malware or other harmful material;
• attempt to bypass security or access controls;
• use the Website in connection with fraud, unlawful activity or infringement of another person's rights;
• impersonate abaci, Luna Capital Limited or any person associated with us;
• use Website content in a misleading or deceptive way; or
• use automated systems to access the Website at a volume or in a manner that materially impairs its operation.

11.3 We may restrict or block access to the Website where reasonably necessary to protect our systems, intellectual property, users or business, or to respond to suspected unlawful or abusive activity.

12.1 The Website may contain links to, references to or integrations with websites, applications, platforms or services operated by third parties.

12.2 Those third-party services are not under our control and may be subject to their own terms, privacy notices, licensing arrangements and security practices.

12.3 A link or reference does not constitute an endorsement or guarantee by abaci unless we expressly state otherwise.

12.4 To the extent permitted by law, we are not responsible for the availability, accuracy, security, content or operation of third-party websites or services.

13.1 We aim to keep the Website available and secure but do not guarantee uninterrupted, continuous or error-free availability.

13.2 The Website may be unavailable from time to time because of maintenance, upgrades, security issues, hosting failures, telecommunications failures, third-party service failures or circumstances outside our reasonable control.

13.3 We may modify, suspend or withdraw any part of the Website without prior notice where reasonably necessary.

13.4 Although we take reasonable precautions, we do not guarantee that the Website will always be free from viruses, vulnerabilities or other harmful components.

13.5 You are responsible for maintaining appropriate security measures on the devices, systems and networks you use to access the Website.

14.1 If you provide personal information through the Website, including through a contact form or other enquiry mechanism, that information will be handled in accordance with our Privacy Notice.

14.2 The Website may use cookies, analytics technologies or similar tools. Information about their use is provided in our Cookie Notice and through our cookie-preference mechanism.

14.3 Third-party form, hosting, analytics or communications providers may process information on our behalf where we use them to operate the Website or respond to enquiries.

14.4 Nothing in these Terms limits your rights under applicable data-protection law.

15.1 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.

15.2 The Website is provided for general information only. While we take reasonable care to ensure that its content is accurate and up to date, we do not guarantee that it is complete, accurate or continuously available.

15.3 Subject to clause 15.1, and to the fullest extent permitted by law, we exclude liability for loss arising solely from your use of, or reliance on, the Website.

15.4 Subject to clause 15.1, the Website and its content are provided on an "as is" and "as available" basis, without warranty of any kind, whether express or implied.

15.5 To the maximum extent permitted by law, abaci gives no guarantee that:

• Website content will be complete, accurate or continuously up to date;
• the Website will always be available, uninterrupted or error-free;
• any particular software, technology, integration or service described on the Website will be suitable for your business;
• any case-study result, saving, efficiency gain or other outcome will be replicated; or
• the Website will meet any particular business requirement.

15.6 To the maximum extent permitted by law, Luna Capital Limited will not be liable for any indirect, consequential or special loss arising solely from your access to, inability to access, or reliance on the Website.

15.7 In particular, and to the maximum extent permitted by law, we will not be liable under these Terms for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation arising from reliance on general Website content.

15.8 To the extent that any exclusion or limitation in this clause 15 is held to be unenforceable or is otherwise not given effect, our total aggregate liability to you arising out of or in connection with these Terms and your use of the Website, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to £[100]. This reflects that the Website is made available to you without charge.

15.9 The limitations in this clause 15 relate only to the Website and Website content. Liability relating to software, consulting, automation, reporting or other services actually supplied by abaci will be governed by the applicable Commercial Agreement.

15.10 Nothing on the Website creates a warranty, undertaking or guarantee relating to services supplied under a separate Commercial Agreement unless that Commercial Agreement expressly says otherwise.

16.1 We may update these Terms from time to time to reflect changes to the Website, our business, applicable law, technology or our operating practices.

16.2 The current version will be published on the Website with the date on which it was last updated.

16.3 Changes will apply from the date the updated Terms are published unless a later date is stated.

16.4 Your continued use of the Website after updated Terms take effect will constitute use of the Website subject to those Terms.

17.1 These Terms constitute the agreement between you and us concerning your use of the Website only. They do not replace or amend any separate Commercial Agreement.

17.2 Nothing in these Terms creates a partnership, joint venture, employment, agency, fiduciary or advisory relationship between you and abaci.

17.3 We may assign, transfer or subcontract our rights and obligations under these Terms, including in connection with a reorganisation, merger or transfer of our business. You may not assign or transfer your rights under these Terms without our prior written consent.

17.4 These Terms are between you and us. No other person has any right to enforce any of these Terms, whether under any legislation conferring rights on third parties or otherwise.

17.5 If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect.

17.6 A failure or delay by us in exercising any right under these Terms does not waive that right.

17.7 Headings are for convenience only and do not affect the interpretation of these Terms.

17.8 Where the Website or these Terms are made available in another language, the English-language version will prevail to the extent permitted by law.

18.1 These Terms and any non-contractual obligations arising out of or in connection with these Terms are governed by the laws of Guernsey.

18.2 Subject to any mandatory law that requires otherwise, the courts of Guernsey will have exclusive jurisdiction to resolve any dispute arising out of or in connection with these Terms or use of the Website.

The Website is operated by:

Luna Capital Limited
trading as abaci
A company incorporated in Guernsey
Company number: 69466

For general enquiries about the Website or these Terms, please use the contact form available through abaci.gg.