Boardroom Answers · Security & Compliance · Compliance, Regulatory & Legal
A board relies on your AI's analysis, makes a major decision, and it goes catastrophically wrong. Shareholders sue. Who bears that liability — because I promise you it won't be my directors' plan to say "the software told us to.?
The question a General Counsel / Chief Legal Officer (CLO) asks.
The short answer
Decision support, not decisions — terms say it, the architecture enforces it, nothing executes autonomously. The hash-chained record of what the board saw becomes your directors' informed-reliance defence, and liability allocates the only honest way: we stand behind the process, fiduciaries own the judgment.
The full executive answer
The liability architecture has three deliberate layers, and I'll give them to you in the order a court would. First, positioning — which is legal substance here, not marketing: Vouli IQ is decision support, and our terms of service say so in plain language: the platform provides decision support, not financial, legal, or fiduciary advice. That's not a disclaimer bolted on; it's how the product actually behaves. Nothing executes autonomously. Every analysis is an input to a human deliberation — the human-in-the-loop isn't a safety feature we added, it's the product category. Legally, that keeps your directors squarely inside the business judgment rule: informed reliance on expert inputs, with judgment exercised by the fiduciaries. Directors have relied on imperfect advisers — bankers, consultants, counsel — for a century; the case law protects informed reliance, and punishes only blind delegation.
Second, the product is engineered to make that reliance demonstrably informed, which is where we're unlike a chatbot: every output carries provenance — which model, which inputs, which sources; every number in generated prose must trace to a licensed source or the output fails validation; board-tier analyses are cross-examined by two independent AI providers before delivery; and the append-only, hash-chained audit trail preserves exactly what the board saw, when, with what caveats attached. In the shareholder suit you're imagining, that record is your directors' defence: it proves diligent process — they consulted a governed analysis, with documented sources and confidence bounds, and exercised judgment. A platform that made decisions FOR boards would be a liability machine; a platform that documents how boards decided is litigation armour.
Third, the contractual allocation, stated without flinching: our liability is capped at fees paid in the trailing twelve months — the standard SaaS position, and I won't pretend a seed-stage vendor's balance sheet backstops a nine-figure boardroom decision, because you'd never believe it and shouldn't. The honest allocation is: we warrant the platform performs as described (the controls, the provenance, the process integrity); the decision and its consequences belong to the humans with fiduciary duty and the D&O coverage built for exactly that. What I'd resist in negotiation is uncapped liability for decision outcomes — no decision-support vendor in history has accepted that, and one who claimed to would be writing a cheque their balance sheet can't cash. What's negotiable is everything else: service warranties, security breach carve-outs from the cap, indemnities for our own IP and our own negligence.
Grounded in: Business judgment rule (informed-reliance doctrine, e.g. DGCL §141(e) reliance on experts); EU AI Act Art. 14 (human oversight); standard SaaS limitation-of-liability doctrine.
The natural next questions
Related governed answers
- If a regulator or opposing counsel demands the complete history of a decision made on your platform two years from now, what can you actually produce — and can anyone have edited it?
- You're hosting my European board's data in Japan. Walk me through your Article 44 transfer basis — and don't tell me "the cloud is global.?
- Your DPA lands on my desk tomorrow. What Article 28 terms will I find, and which ones will your engineering actually honour rather than merely promise?
Want this answered live, on your data?