Terms of Service

2. Definitions

• “Customer” means the organisation or individual that subscribes to the Platform.
• “Customer Data” means all data, content, and information uploaded to or generated within the Platform by the Customer or its Authorised Users.
• “Authorised Users” means individuals authorised by the Customer to access the Platform under the Customer's subscription.
• “Subscription” means the paid plan selected by the Customer, including any add-on modules.
• “Add-on Modules” means optional modules available for additional fees, including Vendor Risk Management and AI Governance.

3. Account Registration

To use the Platform, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You must immediately notify Norivo of any unauthorised use of your account or any other breach of security. Norivo shall not be liable for any loss arising from unauthorised use of your account.

4. Subscription and Billing

4.1 Subscription Plans

The Platform is offered on an annual subscription basis. All subscriptions are for a minimum term of twelve (12) months. Add-on modules (Vendor Risk Management and AI Governance) are available at additional annual fees as specified on our pricing page.

4.2 Billing and Payment

Subscriptions are billed annually in advance. We accept payment in three currencies: United States Dollars (USD), British Pounds Sterling (GBP), and Euros (EUR). Payment terms are NET-30 from the date of invoice. All payments are processed securely through Stripe.

4.3 Late Payment

If payment is not received within the NET-30 period, Norivo reserves the right to suspend access to the Platform until all outstanding invoices are settled. We may charge interest on overdue amounts at a rate of 2% per month or the maximum rate permitted by law, whichever is lower.

4.4 Refunds

Annual subscriptions are non-refundable except where required by applicable law. If you cancel your subscription before the end of the annual term, you will retain access to the Platform until the end of the paid period.

5. Permitted Use

Subject to these Terms, Norivo grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes. You agree not to:

• Sublicense, resell, or distribute access to the Platform to third parties
• Reverse engineer, decompile, or disassemble any part of the Platform
• Use the Platform to develop a competing product or service
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorised access to other users' accounts or data
• Use the Platform in violation of any applicable laws or regulations

6. Intellectual Property

The Platform, including all software, content, design, trademarks, and documentation, is owned by Norivo and protected by intellectual property laws. Nothing in these Terms transfers any ownership rights to you.

You retain all rights to your Customer Data. By uploading Customer Data to the Platform, you grant Norivo a limited licence to process, store, and display that data solely for the purpose of providing the Platform services to you.

7. Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including the UK GDPR and EU GDPR. Where Norivo processes personal data on your behalf as a data processor, the parties shall enter into a Data Processing Agreement (DPA) that complies with Article 28 of the GDPR.

You are responsible for ensuring that your use of the Platform complies with applicable data protection laws and that you have obtained all necessary consents for the processing of personal data uploaded to the Platform.

8. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these Terms (“Confidential Information”). Confidential Information shall not be disclosed to third parties except as necessary to perform obligations under these Terms, with the consent of the disclosing party, or as required by law. This obligation survives termination of these Terms for a period of three (3) years.

9. Warranties and Disclaimers

Norivo warrants that the Platform will perform materially in accordance with the applicable documentation during the subscription term. If the Platform fails to meet this warranty, your sole remedy is for Norivo to use commercially reasonable efforts to correct the non-conformity.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NORIVO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

The Platform provides tools to assist with AI governance and compliance management. It does not constitute legal advice. You should seek independent legal counsel regarding your compliance obligations.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORIVO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL NORIVO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

11. Indemnification

You agree to indemnify, defend, and hold harmless Norivo and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) any Customer Data you upload to the Platform.

12. Term and Termination

These Terms remain in effect for the duration of your subscription. Either party may terminate these Terms by providing written notice at least thirty (30) days prior to the end of the then-current subscription term. If neither party provides notice of termination, the subscription will automatically renew for successive annual terms.

Norivo may terminate these Terms immediately if you breach any material provision of these Terms and fail to cure such breach within fourteen (14) days of receiving written notice.

Upon termination, your access to the Platform will be revoked. You may request an export of your Customer Data within thirty (30) days of termination, after which Norivo may delete your data.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms.

14. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved within thirty (30) days of written notice, either party may submit the dispute to the exclusive jurisdiction of the courts of England and Wales, or the parties may mutually agree to submit the dispute to mediation or arbitration.

15. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any applicable DPA, constitute the entire agreement between you and Norivo regarding the Platform.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms without the prior written consent of Norivo. Norivo may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, or disruptions to internet services.
• Notices: All notices under these Terms shall be in writing and sent to the email address associated with your account or to legal@getnorivo.com for notices to Norivo.