Terms of Service

Between:

Nevari International Limited, a company incorporated in England and Wales (Company Number 16018299), having its registered office at Nevari HQ, The Summit, Church Lane, Guiting Power, Cheltenham, England, GL54 5TX, VAT number GB 516689652 ("Nevari", "the Company", "we", "us", or "our");

and

the Customer — the legal entity subscribing to or using the Gogins.ai platform ("Customer", "you", or "your").

(Each a "Party" and together the "Parties".)

1. Recitals and Purpose

1.1. Nevari provides Gogins.ai ("Gogins" or the "Platform"), a proprietary, AI-governance software-as-a-service platform through which Customer inventories the AI agents operating across its connected systems, obtains a deterministic, cited classification of those agents against regulatory frameworks, and manages the resulting governance findings, evidence, usage metering, and auditor exports, together with related products, features, and support (the "Services").

1.2. Customer wishes to access and use the Services on a subscription basis for its own business purposes, subject to these Terms of Service (these "Terms").

1.3. These Terms, together with any Order Form, the Data Processing Agreement set out in Part B, the Privacy Policy, the Acceptable Use provisions, and any service-specific terms referenced herein, constitute a binding legal contract between the Parties governing Customer's access to and use of the Services.

2. Definitions

"Agreement" means these Terms together with all Order Forms, Schedules, the Data Processing Agreement (Part B), and any documents incorporated by reference.

"Authorised Users" means Customer's employees, contractors, and agents whom Customer permits to access the Services under Customer's account.

"Business Day" means a day (other than a Saturday, Sunday, or public holiday in England) on which banks are open for business in London.

"Customer Data" means all data, content, and information (including Personal Data) submitted to, generated within, or processed through the Services by or on behalf of Customer or its Authorised Users.

"Confidential Information" means all non-public information (whether oral, written, electronic, or otherwise) disclosed by one Party to the other that is designated as confidential or would reasonably be regarded as such in the circumstances.

"Intellectual Property Rights" or "IPR" means all intellectual-property rights of whatever nature throughout the world, whether registered or unregistered, including copyrights, patents, design rights, trade marks, database rights, trade secrets, and know-how.

"Order Form" means the online or written subscription order, checkout, proposal, or plan selection executed or accepted by Customer that identifies the Subscription Tier, term, and Fees.

"Personal Data" has the meaning given in Part B (Data Processing Agreement).

"Subscription Tier" means the plan selected by Customer, as specified in the applicable Order Form, which governs the features and limits available, as described in Schedule 1.

"Subscription Term" means the period for which Customer has subscribed to the Services, as set out in the Order Form.

3. The Services

3.1. Subject to the Agreement and payment of the applicable Fees, Nevari grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term, solely for Customer's internal business purposes and in accordance with the selected Subscription Tier.

3.2. The features and usage limits available to Customer are determined by the Subscription Tier and are described in Schedule 1 (Summary of Services).

3.3. Nevari may modify, enhance, or discontinue individual features of the Services from time to time, provided that Nevari will not materially reduce the core functionality of a Subscription Tier during a paid Subscription Term without offering Customer a materially equivalent alternative or a pro-rata refund of prepaid Fees for the affected period.

3.4. The Services are provided as a hosted, multi-tenant SaaS application. Nevari is responsible for operating, maintaining, and securing the Platform infrastructure as described in the Agreement.

4. Account Registration and Formation

4.1. A binding subscription arises upon the earlier of (a) Customer's electronic acceptance of an Order Form or subscription plan, or (b) Customer's creation or activation of a Gogins account, workspace, or tenant, or (c) Customer's first use of the Services.

4.2. Customer is responsible for maintaining the confidentiality and security of its account credentials and for all activity occurring under its account, whether or not authorised by Customer.

4.3. Customer shall ensure that its Authorised Users comply with the Agreement, and Customer remains responsible for their acts and omissions as if they were Customer's own.

5. Fees and Payment

5.1. Subscription Fees. Customer shall pay the Fees for the selected Subscription Tier as set out in the applicable Order Form. Unless otherwise stated in the Order Form, Fees are charged in advance on a recurring basis for each billing period.

5.2. Currency and Taxes. Fees are payable in the currency and amounts set out in the applicable Order Form, and are exclusive of VAT and other applicable taxes, which Customer shall pay in addition.

5.3. Invoicing and Due Dates. Invoices are payable within the period stated on the Order Form or invoice (and, absent any such period, within thirty (30) calendar days of the date of issue).

5.4. Late Payment. Interest may accrue on overdue amounts at the rate stated in the Order Form or, absent such a rate, at eight per cent (8%) per annum above the Bank of England base rate, from the due date until payment in full.

5.5. Suspension for Non-Payment. Where Fees are overdue, Nevari may, on reasonable notice, suspend Customer's access to the Services until payment is received, without prejudice to its other rights.

5.6. Non-Refundability. Except where expressly required by law or stated in the Agreement, prepaid subscription Fees are non-refundable. This does not affect Customer's rights under Clause 3.3 or on termination for Nevari's uncured material breach.

5.7. Fee Changes. Nevari may revise its Fees on at least thirty (30) days' written notice, with revised Fees taking effect from the start of Customer's next renewal term.

5.8. Minimum Term. A Subscription Tier may carry a minimum initial term as set out in the applicable Order Form; where it does, prepaid Fees for that minimum term are committed and non-refundable save as required by law or under Clause 3.3.

6. Customer Responsibilities and Acceptable Use

6.1. Customer shall provide accurate account and billing information and shall use the Services in accordance with the Agreement and all applicable laws and regulations.

6.2. Customer warrants that it owns or has all lawful rights, permissions, consents, and lawful bases necessary to submit Customer Data to the Services (including connector credentials and any evidence it uploads) and to authorise Nevari and its Sub-processors to Process it for the purpose of providing the Services.

6.3. Acceptable Use. Customer shall not, and shall ensure its Authorised Users do not:

• upload or transmit any content that is unlawful, infringing, defamatory, or that contains malware;
• provide connector credentials or connect systems that Customer is not authorised to connect, or use the scanning features to access systems without authorisation;
• attempt to gain unauthorised access to, interfere with, or disrupt the Services or the data of other customers;
• copy, modify, reverse-engineer, decompile, or create derivative works of the Platform or any underlying software, except to the extent such restriction is prohibited by law; or
• use the Services to build or train a competing product or service.

6.4. Customer is responsible for the lawfulness of the systems it connects for scanning and of the content it uploads to the evidence library, and for ensuring it has authority to submit that content.

6.5. Customer shall comply with all applicable export-control and sanctions laws in connection with its use of the Services.

7. Nevari's Obligations

7.1. Nevari shall provide the Services with reasonable skill and care and in accordance with the Agreement.

7.2. Nevari shall use commercially reasonable efforts to make the Services available, subject to planned maintenance, emergency maintenance, and matters outside its reasonable control.

7.3. Nevari may engage Sub-processors and third-party service providers to deliver elements of the Services, in accordance with Part B (Data Processing Agreement), and remains responsible for their performance to the extent set out therein.

7.4. Nevari shall maintain appropriate technical and organisational security measures as described in Schedule 2 to Part B.

8. Intellectual Property Rights

8.1. Nevari IP. All Intellectual Property Rights in and to the Platform, the Services, and any methodologies, software, models, templates, and documentation made available by Nevari (excluding Customer Data) are and shall remain the exclusive property of Nevari and its licensors. Nevari is a trade mark of Nevari International Limited (UK trade mark no. UK00004266520); Gogins is a product name of Nevari International Limited.

8.2. Licence to Customer. Subject to the Agreement, Nevari grants Customer a non-exclusive, non-transferable, revocable licence to access and use the Services during the Subscription Term for Customer's internal business purposes.

8.3. Customer Data. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Nevari a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and Process Customer Data solely to the extent necessary to provide, secure, support, and improve the Services and to comply with Customer's instructions, in accordance with Part B.

8.4. Restrictions. Customer shall not remove or obscure any proprietary notices on the Services, nor use Nevari's name, logos, or trade marks without prior written consent (save as permitted in Clause 13).

8.5. Aggregated Data. Nevari may generate and use aggregated, anonymised, or de-identified data derived from use of the Services (which does not identify Customer or any individual) for the purposes of operating, securing, benchmarking, and improving the Services.

8.6. This Clause shall survive termination of the Agreement.

9. Confidentiality

9.1. Each Party undertakes to keep strictly confidential all Confidential Information received from the other and not to disclose it except to those of its Personnel, advisers, or Sub-processors who need to know it for the performance of the Agreement and who are bound by equivalent obligations of confidentiality.

9.2. The receiving Party shall use Confidential Information solely for the purpose of performing its obligations and exercising its rights under the Agreement.

9.3. The obligations in this Clause do not apply to information that: (a) is or becomes public through no fault of the receiving Party; (b) was lawfully in the receiving Party's possession before disclosure; (c) is lawfully received from a third party without breach of any obligation; or (d) must be disclosed by law or court order (with prompt notice to the disclosing Party where legally permitted).

9.4. This Clause shall survive termination for a period of five (5) years. The treatment of Personal Data is governed by Part B.

10. Data Protection

10.1. The Parties shall comply with their respective obligations under applicable data-protection law. Where Nevari Processes Personal Data on behalf of Customer in connection with the Services, the Parties' rights and obligations are set out in Part B (Data Processing Agreement), which forms part of this Agreement and is incorporated by reference. Where Nevari acts as controller of personal data to operate the Services, its processing is described in the Gogins Privacy Policy.

11. Warranties and Disclaimers

11.1. Nevari warrants that (a) it is duly incorporated and validly existing under the laws of England and Wales; (b) it has authority to enter into and perform the Agreement; and (c) the Services will be provided with reasonable skill and care.

11.2. Except as expressly stated in the Agreement, the Services are provided "as is" and "as available", and all warranties, conditions, or terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.3. Nature of outputs. Customer acknowledges that the Platform's authoritative classification of AI agents against regulatory frameworks is produced by a deterministic, rules-based engine and is provided with citations to the applicable framework provisions; it is a tool to support Customer's own compliance assessment and does not constitute legal advice. Where any optional advisory or explanatory feature uses generative-AI infrastructure, its output may be inaccurate, incomplete, or biased, and Customer shall apply appropriate human review before relying on it. Nevari does not warrant any particular regulatory outcome, and Customer remains responsible for its own compliance decisions.

11.4. Nevari is not responsible for the acts or omissions of third-party systems, integrations, or data sources selected or connected by Customer.

12. Limitation of Liability

12.1. Nothing in the Agreement limits or excludes either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.

12.2. Subject to Clause 12.1, Nevari's total aggregate liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the Agreement shall not exceed the total Fees paid by Customer to Nevari under the Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

12.3. Subject to Clause 12.1, Nevari shall not be liable for: (a) indirect, special, punitive, or consequential losses; (b) loss of profits, business, revenue, or anticipated savings; (c) loss of goodwill or reputation; or (d) loss or corruption of data to the extent arising other than from Nevari's breach of its security obligations.

12.4. The Parties agree that the Fees reflect the allocation of risk in the Agreement, and that this Clause is an essential term.

13. Publicity

13.1. Unless otherwise agreed in writing, Nevari may identify Customer as a customer of Gogins, including using Customer's name and logo in Nevari's marketing materials and customer lists, provided Nevari does not disclose Customer's Confidential Information. Customer may withdraw this permission on written notice.

14. Term and Termination

14.1. The Agreement commences on the date determined under Clause 4.1 and continues for the Subscription Term, renewing automatically for successive periods of equal length unless either Party gives notice of non-renewal before the end of the then-current term, or as otherwise stated in the Order Form.

14.2. Either Party may terminate the Agreement immediately on written notice if the other: (a) commits a material breach that is incapable of remedy; (b) commits a remediable material breach and fails to remedy it within thirty (30) days of written notice; or (c) becomes insolvent or enters administration, liquidation, or receivership.

14.3. On termination or expiry: (a) Customer's right to access the Services ceases; (b) any accrued Fees become payable; and (c) Nevari shall handle Customer Data in accordance with Section 14 of Part B (Retention, Deletion, and Return).

14.4. Clauses intended by their nature to survive termination — including those relating to Intellectual Property, Confidentiality, Data Protection (Part B), Limitation of Liability, and Dispute Resolution — shall survive.

15. Force Majeure

15.1. Neither Party shall be liable for delay or failure in performance (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, war, terrorism, pandemic, industrial action, or failure of third-party networks or infrastructure. The affected Party shall notify the other and use reasonable efforts to mitigate. If the event continues for more than sixty (60) consecutive days, either Party may terminate on written notice.

16. Dispute Resolution

16.1. The Parties shall use reasonable efforts to resolve any dispute amicably, beginning with a senior-management meeting within ten (10) Business Days of written notice of the dispute.

16.2. If unresolved within thirty (30) days, the Parties shall refer the dispute to mediation under the CEDR Model Mediation Procedure, with the mediator nominated by CEDR in London.

16.3. If mediation does not resolve the dispute within a further thirty (30) days, the dispute shall be finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which are deemed incorporated by reference. The seat shall be London, England; the language English; and there shall be one arbitrator.

16.4. Notwithstanding the foregoing, either Party may seek injunctive or interim relief in the courts of England and Wales to protect its Intellectual Property or Confidential Information.

17. Governing Law and Jurisdiction

17.1. The Agreement and any dispute or claim (including non-contractual obligations) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Subject to Clause 16, the courts of England and Wales shall have exclusive jurisdiction.

18. General

18.1. Assignment. Customer may not assign or transfer the Agreement without Nevari's prior written consent. Nevari may assign or subcontract its rights or obligations to an Affiliate or successor, remaining responsible for performance.

18.2. Notices. Notices shall be in writing and sent to the addresses set out in the Order Form or notified in writing; data-protection notices may be sent as set out in Part B (to [email protected]). General support enquiries may be sent to [email protected].

18.3. Entire Agreement. The Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and understandings. Each Party acknowledges it has not relied on any statement not expressly set out in the Agreement.

18.4. Variation. Save as expressly permitted in the Agreement, no variation is effective unless agreed in writing.

18.5. Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions continue in full force.

18.6. Waiver. No failure or delay in exercising a right is a waiver of it.

18.7. Relationship. The Parties are independent contractors. Nothing creates a partnership, joint venture, or agency.

18.8. Third-Party Rights. A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, save as expressly provided.

18.9. Counterparts and Electronic Acceptance. The Agreement may be accepted by electronic means and executed in counterparts, each of which is an original and all of which together form one instrument.

SCHEDULE 1 — Summary of Services

For the avoidance of doubt, the Services provided under this Agreement consist of access to a proprietary AI-governance SaaS platform. The specific features and limits available to Customer are governed by the Subscription Tier specified in the applicable Order Form and include, but are not limited to:

• AI-agent inventory — discovery and inventory of the AI agents and automations operating across Customer's connected systems, presented in a governed estate view.

• Connected-systems scanning — read-only scanning of Customer-authorised systems (such as n8n and Make) that reads workflow structure only (the shape of automations, the models and connections they reference by name, and their triggers) and does not read prompt text, data in transit, or credential values.

• Framework classification — deterministic, cited classification of Customer's agents against regulatory frameworks (such as the EU AI Act), with the applicable provisions cited for each determination.

• Findings and evidence — a governance findings queue and an evidence library in which Customer stores and links supporting artifacts.

• Usage metering — metering of governed-agent usage, surfaced per workspace and per agent.

• Auditor exports — generation of per-framework auditor evidence packs with time-limited download links.

• Administration — workspace, team, role, seat, and API-key management, and self-serve data-protection controls.

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Nevari International Limited · Company No. 16018299 · Nevari HQ, The Summit, Church Lane, Guiting Power, Cheltenham, GL54 5TX, England · [email protected]