Platform Terms of Service
Effective: July 27, 2026
These Platform Terms of Service (the "Platform Terms") describe your rights and responsibilities when using Novis Platform — a dedicated, single-tenant instance of our software together with the forward-deployed engineering services through which we build indexes, agents and applications for your organisation (together, the "Platform Services"). Please read them carefully.
Novis Platform is different from Novis Workspace. Workspace is our multi-tenant subscription product and is governed by the Workspace Terms of Service. These Platform Terms govern dedicated instances and engineering engagements only. If your organisation uses both, each set of terms applies to the corresponding service.
THE CONTRACT
These "Platform Terms" Form a Part of a Binding "Contract"
These Platform Terms (or, if applicable, your written agreement with us), together with any Order Form(s) and Statement(s) of Work (each defined below), form a binding "Contract" between Customer and us. "We," "our" and "us" refers to Ulisse AI Ltd (d/b/a Novis).
Your Agreement On Behalf of "Customer"
If you execute an Order Form or Statement of Work, instruct us to begin work, permit your personnel to access a Novis Platform instance, or continue to use the Platform Services after being notified of a change to these Platform Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.
Order Forms and Statements of Work
An "Order Form" is an ordering document executed between Customer and us that specifies the commercial terms of the Platform Services, including the deployment model, the subscription term, fees and any committed consumption. A "Statement of Work" (or "SOW") is a document executed between Customer and us that describes a body of forward-deployed engineering work, including the workflows in scope, the intended deliverables, the engagement model and the applicable rates or fees.
Because Novis Platform engagements are iterative, an SOW describes objectives, workstreams and ways of working rather than a fixed and immutable specification. Where an Order Form or SOW conflicts with these Platform Terms, the Order Form or SOW controls for the subject matter it addresses.
ABOUT THE PLATFORM SERVICES
Who is "Customer"?
"Customer" is the organisation that you represent in agreeing to the Contract. Customer may designate one or more administrators who can configure the instance, manage roles and permissions, and exercise Customer's rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the instance, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority.
Who is an "Authorised User"?
An "Authorised User" is an individual, such as an employee, contractor, adviser or client of Customer, who is permitted by Customer to access the Platform Services. Depending on how Customer configures the instance, Authorised Users may have varying roles, access and permissions — for example, the ability to run agents, approve agent actions, publish index content, administer applications, or only to view outputs. Customer is responsible for deciding who becomes an Authorised User, for the permissions granted to each of them, and for their acts and omissions in the Platform Services as if they were Customer's own.
What is the "Platform"?
The "Platform" is the Novis software, infrastructure, tooling, frameworks, libraries, connectors, orchestration and observability layers that we make available to Customer as a dedicated single-tenant instance, together with any updates and new releases we provide during the term. The Platform includes the environments in which indexes, agents and applications are built, versioned, deployed, monitored and traced.
Indexes, Agents and Applications
Within Customer's instance, the Platform Services are delivered as three composable primitives:
- "Indexes" — collections of Customer's documents, records, policies, precedents and permitted external sources that are ingested, parsed, enriched against a schema and made retrievable, including through programmatic interfaces such as MCP or REST.
- "Agents" — multi-step automated workflows configured for Customer's processes, built as versioned artifacts, pinned per deployment, and executed with a trace of reasoning steps, tool calls, approvals and cost.
- "Applications" — production interfaces deployed on Customer's own domain through which Authorised Users operate, supervise and verify the work performed by Agents.
Indexes, Agents and Applications built for Customer are together the "Customer Artifacts", and are addressed in the "Ownership and Proprietary Rights" section below.
What are "FDE Services"?
"FDE Services" means the forward-deployed engineering services we provide under an SOW, including discovery and workflow mapping, schema and prompt engineering, agent and application development, integration work, evaluation and testing, deployment, enablement and ongoing iteration. FDE Services are performed by our engineers working alongside Customer's personnel, typically in short delivery cycles with working software shipped continuously rather than delivered as a single milestone at the end of the engagement.
Unless an SOW expressly states otherwise, FDE Services are provided on a time-and-materials or capacity basis and are not a fixed-price, fixed-scope deliverable. We do not provide legal, tax, accounting, audit, regulatory, investment or other professional advice, and nothing we build or deliver constitutes such advice.
What is "Customer Data"?
"Customer Data" is any (a) content, records or information made available to the Platform Services by or on behalf of Customer, including documents, text, images, code, audio, video, transcriptions, database records and data accessed through Customer's systems; and (b) any outputs, analyses, extractions, summaries, documents, records or actions produced by the Platform Services for Customer. "Customer Data" excludes the Platform, Novis Content, Non-Novis Products and Usage Information (each defined in these Platform Terms).
Customer may exclusively provide us with instructions on what to do with Customer Data. Because Customer configures retention, permissions, integrations and export settings, and because those choices may result in the access, use, disclosure, modification or deletion of Customer Data, Customer is responsible for making them deliberately.
What is "Input" and "Output"?
"Input" means the data (including Customer Data), software, documents, third-party services and other content (including prompts, schemas and rules) uploaded, accessed, stored or submitted for use in the Platform Services by or on behalf of Customer.
"Output" means the output generated and returned by the Platform Services, including by an Agent or Application, by or on behalf of Customer based on the Input.
What is "Novis Content"?
"Novis Content" means content we make generally available as part of the Platform, such as reference schemas, evaluation harnesses, prompt patterns, connector configurations, sample agents and documentation. Novis Content excludes Customer Data, Customer Artifacts and Non-Novis Products.
Deployment Models
Customer's instance is single-tenant: compute, database, storage, secrets and domain are isolated to Customer. The Order Form will specify one of the following deployment models.
- "Managed Instance" — we deploy, host and maintain the instance in the region Customer selects, and we are responsible for the underlying infrastructure, upgrades, patching and monitoring of that instance.
- "Customer-Hosted Instance" — the instance runs in Customer's own cloud account or on Customer's own premises, against Customer's keys, network rules and identity provider. Customer is responsible for the underlying infrastructure, and our responsibilities are limited to the Platform software and the services expressly described in the Order Form or SOW.
Where Customer elects a Customer-Hosted Instance, Customer acknowledges that (a) our availability, security and support commitments apply only to components under our operational control; (b) we require the access, telemetry and cooperation described in the Order Form or SOW in order to deliver the Platform Services; and (c) Customer is responsible for applying releases we make available within a reasonable period, and we are not responsible for defects arising from unsupported or materially out-of-date versions.
AI Models and Model Routing
The Platform is model-agnostic. It routes requests to third-party artificial intelligence systems ("AI Models") supplied by providers such as Anthropic, OpenAI, Google, Mistral and xAI, and it allows those providers to be substituted without rebuilding Customer's workflows. Please review the available list of AI Models for more information, including which providers may process Customer Data.
Customer acknowledges that (a) AI Models are provided by third parties and are subject to change, deprecation, capacity constraints and provider terms; (b) AI Models are probabilistic and may produce inaccurate, incomplete or inconsistent Output; and (c) where Customer directs us to use a specific provider, model version or deployment (including Customer's own provider account or a self-hosted model), Customer accepts the characteristics, terms and limitations of that choice.
Novis as a Platform
The Platform Services are designed to be configured and integrated for each organisation. The Platform may therefore connect to Customer's own, or a third party's, content, databases, resources, applications, artificial intelligence models or engines and other software components (each, a "Non-Novis Product"). THESE ARE NOT OUR PRODUCTS OR SERVICES, SO WE DO NOT WARRANT OR SUPPORT THEM, AND, ULTIMATELY, CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-NOVIS PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER.
If Customer connects, installs or enables Non-Novis Products, please be mindful of any Customer Data that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-Novis Product.
Purchasing Decisions
We may share information about our future product plans and our delivery roadmap because we like transparency. Our public and private statements about those plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy the Platform Services, that decision should be based on the functionality, features and capabilities available today and not on the delivery of any future functionality and features.
Choosing to be a Beta Tester
Occasionally, we look for customers to help us test new features, primitives or connectors. These will be identified as "beta," "coming soon," "pre-release," or words or phrases with similar meanings (each, a "Beta Product"). Beta Products may not be ready for prime time so they are made available "as is," and any warranties or contractual commitments we make for other Platform Services do not apply.
Feedback is Welcome
The more suggestions our customers make, the better the Platform becomes. If Customer sends us any feedback or suggestions regarding the Platform Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorised Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free licence to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorised User or other Customer personnel. This section does not grant us any licence to Customer Data or Customer Artifacts.
Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.
DELIVERY OF FDE SERVICES
How We Work
We deliver in cycles. At the start of an engagement we work with Customer's subject-matter experts to map the workflows in scope, then build, evaluate and ship increments of working software into Customer's instance, refining them against Customer's feedback and real usage. Customer acknowledges that this model depends on continuing access to Customer's people, systems and representative data, and that estimates of timing, sequencing or effort are good-faith estimates rather than commitments unless expressly stated as such in an SOW.
Customer Dependencies
Customer will provide, on a timely basis and at its own cost: (a) access to the subject-matter experts, process owners and decision-makers needed to specify and validate each workflow; (b) representative documents, records and test data; (c) the accounts, credentials, environments, network access and third-party approvals required for integration; (d) timely decisions, reviews and approvals; and (e) for Customer-Hosted Instances, the infrastructure and administrative support described in the Order Form or SOW. Delays or deficiencies in Customer's dependencies may affect delivery timing and cost, and we will not be in breach of the Contract to the extent a failure or delay is caused by them.
Change Control
Either party may propose a change to the workflows, scope, sequencing or resourcing described in an SOW. Changes that materially affect scope, fees or timing will be documented and executed by both parties as a written change order or a replacement SOW. Absent a signed change order, the existing SOW continues to apply.
Acceptance and Evaluation
Where an SOW specifies acceptance criteria or evaluation thresholds for a deliverable, Customer will test the deliverable against those criteria within the period stated in the SOW (or, if none is stated, within ten (10) business days of our notice that the deliverable is available). Customer will notify us of any material failure to meet the criteria, with sufficient detail for us to reproduce it, and we will use commercially reasonable efforts to remedy the failure. A deliverable is deemed accepted if Customer uses it in production or does not provide notice within the applicable period.
Customer acknowledges that outputs of probabilistic systems are measured against agreed evaluation thresholds and tolerances rather than absolute correctness, and that an accepted deliverable may still produce errors in individual runs.
Our Personnel
We will assign appropriately skilled personnel to each engagement and may substitute personnel with comparable skills. Unless an SOW expressly names individuals as key personnel and states otherwise, we do not commit to specific individuals or to their exclusive availability. Our personnel remain our employees or contractors and are not employees, workers or agents of Customer, and we retain responsibility for their supervision, remuneration and compliance with our obligations under the Contract.
Non-Solicitation of Our Personnel
Because our engineers embed inside Customer's business, during the term of the Contract and for twelve (12) months afterwards Customer will not directly solicit for employment or engagement any of our personnel who were materially involved in delivering the Platform Services, without our prior written consent. This does not restrict general recruitment advertising not specifically targeted at our personnel, or the hiring of anyone who responds to it.
AUTOMATION, AGENTS AND HUMAN OVERSIGHT
Agents Act on Customer's Instructions
Agents and Applications are configured to perform work that Customer has decided should be automated, using the schemas, rules, prompts, thresholds, approvals and integrations that Customer has specified or approved. When an Agent retrieves, analyses, drafts, classifies, reconciles, writes to a system of record, sends a communication or otherwise takes an action, it does so on Customer's behalf and as Customer's instruction. Customer is responsible for those actions and their consequences to the same extent as if performed by Customer's own personnel.
Human Supervision and Controls
Customer is responsible for determining, for each workflow, the appropriate level of human review, approval gates, permissions, rate limits, escalation paths and audit review, and for ensuring those controls are operated by suitably competent people. Where the Platform makes human-in-the-loop verification, approval steps, confidence signals, citations or traces available, Customer will make reasonable use of them. Customer will not deploy an Agent to take irreversible, materially adverse or legally significant actions without appropriate human review or other adequate controls.
Accuracy and No Professional Advice
Output may be inaccurate, incomplete, out of date or unsuitable for Customer's purpose, and may appear plausible while being wrong. Customer will independently verify Output before relying on it for any decision of consequence. Output is not legal, tax, accounting, audit, regulatory, investment, medical or other professional advice, and neither the Platform Services nor our personnel act as Customer's adviser or as a substitute for a qualified professional or for Customer's own judgement.
Regulated and High-Risk Use
Customer is responsible for determining whether a workflow it asks us to build is subject to sector-specific regulation, professional conduct rules, financial-promotion rules, employment or consumer protection law, automated decision-making rules, or artificial intelligence legislation, and for satisfying the resulting obligations — including any notice, human-review, explainability, record-keeping, impact-assessment or registration requirements. Customer will tell us before deployment if a workflow involves such a use case so that appropriate controls can be designed. Customer will not use the Platform Services for any purpose prohibited by the Acceptable Use Policy.
RESPONSIBILITIES OF CUSTOMER
Use of the Platform Services
Customer, including its Authorised Users, must at all times comply with the Contract and the Acceptable Use Policy. Customer, and not Novis, is responsible for ensuring that (a) its use of the Platform Services, including its Input, its configuration choices and its use of Output, complies with applicable law; (b) it has all rights, consents, licences and lawful bases required for us and the Platform Services to ingest, process and generate Customer Data, including any personal data, confidential information or third-party licensed content; and (c) all Authorised Users are over the applicable statutory legal age.
Responsibilities To, and For, Authorised Users
Customer will (a) inform Authorised Users of all Customer policies and practices relevant to their use of the Platform Services, and of any settings that may affect the processing or generation of Customer Data; (b) ensure any submission, processing, use or generation of Customer Data is lawful; and (c) keep credentials, API keys and access tokens confidential and promptly revoke access that is no longer required or authorised.
Security of Customer's Environment
Customer is responsible for the security and configuration of the systems, identity providers, networks, endpoints and third-party accounts that it connects to the Platform Services, and, for a Customer-Hosted Instance, for the security, availability, backup and disaster recovery of the underlying infrastructure. Customer will promptly notify us at legal@novis.ai of any suspected compromise of credentials or of a connected environment.
Our Removal and Suspension Rights
If we believe that there is a violation of the Contract that can simply be remedied by Customer's takedown or removal of certain Customer Data, Non-Novis Product or Agent configuration, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action — including suspending an Agent, an integration or, where necessary, the instance — if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Platform Services, Authorised Users or any third parties.
PAYMENT OBLIGATIONS
Payment Terms
Fees for the Platform Services are specified in the applicable Order Form and SOW. Unless expressly stated otherwise, platform and subscription fees are payable in advance and FDE Services fees are invoiced monthly in arrears. Payment obligations are non-cancellable and, except as expressly stated in the Contract, fees paid are non-refundable. Full payment must be received within thirty (30) days from the invoice date unless the Order Form says otherwise.
Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Platform Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.
Consumption-Based Charges
Certain elements of the Platform Services are charged by consumption, including AI Model usage, credits, document and page processing, index storage, transcription and agent run volume. Customer will be charged for consumption exceeding the allowances stated in the Order Form at the rates specified there. Customer may set usage limits and purchase additional capacity, and we will provide notifications when consumption approaches specified limits. Where Customer elects to use its own AI Model provider accounts, Customer is responsible for those provider charges directly.
Customer acknowledges that automated workflows can consume capacity quickly, and Customer is responsible for the consumption generated by the Agents, schedules and integrations it enables.
Expenses
Customer will reimburse pre-approved, reasonable travel and subsistence expenses incurred by our personnel in delivering FDE Services on Customer's premises, as described in the applicable SOW.
Suspension of Services
If any charge owed by Customer (excluding amounts disputed in reasonable and good faith) is thirty (30) days or more overdue, we may, without limiting other rights and remedies, suspend any fee-based Platform Services, including FDE Services, until such amounts are paid in full, provided we have given Customer ten (10) or more days' prior notice, which we may provide to Customer's designated billing contact via email, that its account is overdue.
Credits
Any credits that may accrue to Customer's account (for example, from a promotion or a committed consumption arrangement) will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.
OUR RESPONSIBILITIES
Providing the Platform Services
We will (a) make the Platform, Novis Content and the Customer Artifacts available to Customer and its Authorised Users as described in the Contract; (b) perform FDE Services with reasonable skill and care and in a professional and workmanlike manner, using appropriately qualified personnel; and (c) not use or process Customer Data for any purpose without Customer's prior written instructions; provided, however, that "prior written instructions" will be deemed to include use of the Platform Services by and on behalf of Authorised Users, the delivery of the FDE Services, and any processing necessary for the performance of the Contract.
Be assured that (a) the Platform will perform materially in accordance with the documentation we provide for it; (b) we have all rights, licences and consents to make available the Platform and the Novis Content, to the extent used in accordance with the Contract; and (c) subject to the "Novis as a Platform" and "AI Models and Model Routing" sections, we will not materially decrease the functionality of the Platform during a subscription term. For any breach of a warranty in this section, Customer's exclusive remedies are re-performance of the affected FDE Services or correction of the affected Platform functionality and, failing that, those described in the sections titled "Termination for Cause" and "Effect of Termination".
Keeping the Platform Available
For a Managed Instance, we will use commercially reasonable efforts to make the instance available 24 hours a day, 7 days a week, excluding planned downtime and any service levels expressly agreed in the Order Form. We expect planned downtime to be infrequent but will endeavour to provide Customer with advance notice if we think it may exceed five (5) continuous minutes. For a Customer-Hosted Instance, availability depends on Customer's infrastructure and we make no availability commitment beyond the components under our operational control.
Protecting Customer Data
The protection of Customer Data is a top priority for us, so we will maintain physical, organisational and technical safeguards for the security, confidentiality and integrity of Customer Data at a level not materially less protective than as described in our Security Practices. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Customer Data by our personnel. Each instance is single-tenant, and Customer Data is not commingled with the data of our other customers.
Before sharing Customer Data with any of our third party service providers, we will reasonably assess whether the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality, security and availability of Customer Data and preventing unauthorised access. Further, the terms of the Novis Data Processing Addendum ("DPA") posted as of the Effective Date are hereby incorporated by reference, and the list of Sub-processors applies as stated in the DPA. For a Customer-Hosted Instance, Customer bears sole responsibility for adequate security, protection and backup of Customer Data within its own environment. We are not responsible for what Customer's Authorised Users or Non-Novis Products do with Customer Data. That is Customer's responsibility.
No Training on Customer Data
We will not use Customer Data or Customer Artifacts to pre-train, train, fine-tune or otherwise improve any artificial intelligence model that is made available outside Customer's instance, and we will contractually require that the AI Model providers we route to do not do so either. Fine-tuning, distillation or model adaptation performed on Customer Data for Customer's own benefit will occur only within Customer's instance, and any resulting weights or adapters are Customer Artifacts.
Compliance with Laws
We will comply with those laws applicable to our provisioning of the Platform Services to customers generally (i.e. without regard to the nature of the Customer Data and/or Customer's particular use or configuration of the Platform Services). Even though the artificial intelligence legal landscape is still developing, to our knowledge, the foregoing includes our compliance with applicable artificial intelligence laws. To the extent any artificial intelligence laws are newly enacted, we will evaluate our obligations in good faith and if we determine such laws apply, we will use commercially reasonable efforts to comply within a reasonable period of time. Customer remains responsible for compliance obligations that attach to its own use case, as described in "Regulated and High-Risk Use".
The Novis Extended Family
We may leverage our employees, those of our corporate affiliates and third party contractors (the "Novis Extended Family") in exercising our rights and performing our obligations under the Contract. We will be responsible for the Novis Extended Family's compliance with our obligations under the Contract.
OWNERSHIP AND PROPRIETARY RIGHTS
What's Yours is Yours
As between us on the one hand, and Customer and its Authorised Users on the other, Customer owns and will continue to own all Customer Data, Input and Output. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorised Users) grants us and the Novis Extended Family a worldwide, non-exclusive, limited term licence to access, use, process, copy, distribute, perform, export and display Customer Data and any Non-Novis Products created or deployed by or for Customer, only as reasonably necessary (a) to provide, maintain and improve the Platform Services, including the delivery of FDE Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law, to prevent fraud; and (d) as expressly permitted in writing by Customer.
Customer Artifacts Are Yours
Upon payment of the fees applicable to their creation, Customer owns the Customer Artifacts — meaning the indexes, schemas, ontologies, enrichment and extraction rules, prompts, agent and workflow definitions, evaluation sets, skills, connector configurations, application interfaces and bespoke code that we develop specifically for Customer under an SOW, together with all intellectual property rights in them. We hereby assign to Customer all such rights, and will do such things as Customer reasonably requests (at Customer's cost) to give effect to that assignment.
Customer grants us a limited, non-exclusive licence to use the Customer Artifacts during the term solely to host, operate, support, maintain and further develop them for Customer.
What's Ours Stays Ours
We own and will continue to own the Platform, the Novis Content and all components thereof, including all related intellectual property rights, and including all pre-existing materials, frameworks, orchestration and observability layers, libraries, connectors, tooling, methodologies and know-how, and all improvements to any of them. Nothing in the Contract transfers ownership of the Platform to Customer.
We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited licence for Customer and its Authorised Users to access and use the Platform and the Novis Content during the term of the applicable subscription, and to continue using Novis Content to the extent incorporated in the Customer Artifacts or Output, subject to Customer's continued compliance with the Contract. All of our rights not expressly granted by this licence are hereby retained.
Reusable Components and Residual Know-How
Some of what we build for Customer will inevitably rest on, or be generalised into, generic building blocks — for example a connector to a common system, a parsing improvement, a framework capability or an evaluation harness. Those generic building blocks are part of the Platform and remain ours, and Customer's ownership of the Customer Artifacts does not restrict us from developing or providing similar capabilities to other customers. In doing so we will not use or disclose Customer's Confidential Information, Customer Data or the Customer-specific expressions embodied in the Customer Artifacts. Nothing in the Contract restricts either party's personnel from using general skills, knowledge and experience retained in their unaided memory.
Improvements to the Platform
Customer understands that it is purchasing Platform Services that are intended to improve, and which have been designed to improve, with greater use and interaction. Subject to the restrictions below in this section, when an Authorised User uses or interacts with the Platform Services, we may generate, collect and analyse data and information relating to such use and interaction, and to the performance and quality of the Platform Services resulting therefrom (collectively, "Usage Information") for the purposes of improving the Platform Services. However, in no event will any generation, collection or use of Usage Information, or any improvement therefrom, result in (a) the identification of Customer or any Authorised Users to third parties; (b) the unauthorised disclosure of Customer Data or Customer Artifacts; (c) the access or use of Customer Data beyond Customer's prior written instructions; (d) the pre-training, improvement or fine tuning of any artificial intelligence components other than within Customer's instance; or (e) the creation or development of any artificial intelligence models that may be provisioned independent of Customer's instance.
PORTABILITY AND EXIT
Export of Customer Data and Customer Artifacts
During the term, and for thirty (30) days following expiration or termination of the Contract, Customer may export its Customer Data and Customer Artifacts in a documented, machine-readable format, including index content, schemas, prompts, agent and workflow definitions, evaluation sets and, where applicable, application source code. We will not withhold Customer Data or Customer Artifacts as a means of enforcing payment, except that we may condition delivery of Customer Artifacts developed but not yet paid for on payment of the corresponding undisputed fees.
Transition Assistance
If Customer requests it before the end of the term, we will provide reasonable transition assistance — such as knowledge transfer, documentation and export support — for up to ninety (90) days, at our then-current rates and subject to the terms of the Contract.
Continuity of a Customer-Hosted Instance
For a Customer-Hosted Instance, if the Contract expires or is terminated other than for Customer's uncured material breach, Customer's licence to the Platform ends in accordance with the Contract, but Customer may retain and use the Customer Artifacts and Customer Data, and we will not disable Customer's ability to access the Customer Data held in Customer's own environment. Any continued use of the Platform software itself after the term requires a written agreement with us.
Data Deletion
Following the export period described above, Novis shall have no obligation to maintain, support or provide any Customer Data, and upon Customer's request or the decommissioning of the instance, Novis shall, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control in accordance with the practices set forth in our Security Practices and the DPA.
TERM AND TERMINATION
Contract Term
The Contract remains effective until all Order Forms and SOWs entered into under it have expired or been terminated, or the Contract itself terminates. Termination of the Contract will terminate all Order Forms and SOWs. Termination of an individual SOW does not terminate the Order Form for the instance unless the parties agree otherwise.
Auto-Renewal
Unless an Order Form says something different, (a) subscriptions to the Platform automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the pricing during any automatic renewal term will remain the same as it was during the immediately prior term, other than pass-through changes in AI Model or infrastructure costs notified to Customer in advance. Either party can give the other notice of non-renewal at least sixty (60) days before the end of a subscription term to stop the subscription from automatically renewing.
Termination for Cause
We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorised Users, including for any breaches of the Contract caused by them. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Platform Services are being used by Customer or its Authorised Users in violation of applicable law or the Acceptable Use Policy.
Termination of FDE Services for Convenience
Unless an SOW says otherwise, either party may terminate an SOW for convenience on thirty (30) days' written notice. On such termination, Customer will pay for FDE Services performed and expenses incurred up to the effective date of termination, together with any non-cancellable commitments we have reasonably incurred in reliance on the SOW.
Effect of Termination
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of the affected subscription after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of the affected subscription after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to Novis for the period prior to the effective date of termination.
REPRESENTATIONS; DISCLAIMER OF WARRANTIES
Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so, that it is responsible for the conduct of its Authorised Users and their compliance with the Contract, and that it has the rights and lawful bases necessary for the Input it provides and the workflows it asks us to automate.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE PLATFORM, THE NOVIS CONTENT, THE FDE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND NOVIS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOVIS DOES NOT WARRANT THAT THE PLATFORM SERVICES WILL BE UNINTERRUPTED, TIMELY, STABLE, SECURE OR ERROR FREE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, DETERMINISTIC, REPRODUCIBLE OR FIT FOR ANY PARTICULAR PURPOSE. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY BETA PRODUCTS, WHICH ARE PROVIDED "AS IS" WITH RESPECT TO THEIR PERFORMANCE, SPEED, FUNCTIONALITY, SUPPORT AND AVAILABILITY.
LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER CUSTOMER'S OR THE NOVIS EXTENDED FAMILY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE "PAYMENT OBLIGATIONS" SECTION ABOVE.
IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE NOVIS EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES, LOSS OF ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Nothing in the Contract limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.
WITHOUT LIMITING THE FOREGOING, NOVIS WILL HAVE NO LIABILITY FOR ANY LOSS ARISING FROM CUSTOMER'S RELIANCE ON OUTPUT WITHOUT THE VERIFICATION AND HUMAN OVERSIGHT DESCRIBED IN THE SECTIONS TITLED "HUMAN SUPERVISION AND CONTROLS" AND "ACCURACY AND NO PROFESSIONAL ADVICE", OR FROM ACTIONS TAKEN BY AGENTS THAT CUSTOMER CONFIGURED, APPROVED OR ENABLED.
The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this section allocate the risks under the Contract between the parties, and the parties have relied on these limitations in determining whether to enter into the Contract and the pricing for the Platform Services.
OUR INDEMNIFICATION OF CUSTOMER
We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the Platform or the Novis Content (excluding Customer Data, Input, Output, Customer Artifacts and Non-Novis Products), or the use thereof as permitted hereunder, infringes or misappropriates the intellectual property rights of a third party (each, a "Claim Against Customer"), and will indemnify Customer for all reasonable attorney's fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (v) Customer Data, Input or Non-Novis Products; (w) materials, specifications, schemas or instructions provided or directed by Customer; (x) Output, or the use or distribution of Output; (y) Customer's negligence, misconduct, or breach of the Contract, including the Acceptable Use Policy; or (z) any use of the Platform or Novis Content other than the most current version or release made available by us.
Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting our defence and settlement of such matter. This section states our sole liability with respect to, and Customer's exclusive remedy against us and the Novis Extended Family for, any Claim Against Customer.
CUSTOMER'S INDEMNIFICATION OF US
Customer will defend Novis and the members of the Novis Extended Family (collectively, the "Novis Indemnified Parties") from and against any and all third party claims, actions, suits, proceedings, and demands alleging (a) that Customer Data, Input, Output or Customer Artifacts, or use thereof, infringes or misappropriates the intellectual property rights of, or otherwise violates the rights of, a third party; (b) that Customer's use of the Platform Services violates the Acceptable Use Policy or applicable law; or (c) arising from any action taken by an Agent or Application that Customer configured, approved, enabled or deployed (each, a "Claim Against Us"), and will indemnify the Novis Indemnified Parties for all reasonable attorney's fees incurred and damages and other costs finally awarded against a Novis Indemnified Party in connection with or as a result of, and for amounts paid by a Novis Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us; provided, however, that Customer shall have no liability to the extent a Claim Against Us arises from the Platform or Novis Content or from our breach of the Contract.
We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting Customer's defence and settlement of such matter. This section states your sole liability with respect to, and the Novis Indemnified Parties' exclusive remedy against Customer for, any Claim Against Us.
LIMITATIONS ON INDEMNIFICATIONS
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
CONFIDENTIALITY
Confidential Information
Each party ("Disclosing Party") may disclose "Confidential Information" to the other party ("Receiving Party") in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all Order Forms and SOWs, as well as non-public business, product, technology, workflow and marketing information. Confidential Information of Customer includes Customer Data, the Customer Artifacts and the details of Customer's internal processes to which our personnel are exposed. Confidential Information of Novis includes the non-public components, architecture and roadmap of the Platform. If something is labelled "Confidential," that's a clear indicator to the Receiving Party that the material is confidential.
Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Protection and Use of Confidential Information
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
Compelled Access or Disclosure
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.
SURVIVAL
The sections titled "Feedback is Welcome," "Novis as a Platform," "Non-Solicitation of Our Personnel," "Agents Act on Customer's Instructions," "Accuracy and No Professional Advice," "Use of the Platform Services," "Our Removal and Suspension Rights," "Payment Terms," "Consumption-Based Charges," "Credits," "No Training on Customer Data," "The Novis Extended Family," "What's Yours is Yours," "Customer Artifacts Are Yours," "What's Ours Stays Ours," "Reusable Components and Residual Know-How," "Export of Customer Data and Customer Artifacts," "Continuity of a Customer-Hosted Instance," "Data Deletion," "Effect of Termination," "Representations; Disclaimer of Warranties," "Limitation of Liability," "Our Indemnification of Customer," "Customer's Indemnification of Us," "Limitations on Indemnifications," "Confidentiality" and "Survival," as well as all of the provisions under the general heading "General Provisions," will survive any termination or expiration of the Contract.
GENERAL PROVISIONS
Publicity
Customer grants us the right to use Customer's company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer's standard trademark usage guidelines as provided to us from time-to-time. We will not describe the specifics of Customer's workflows, Customer Artifacts or results without Customer's prior written approval. We don't want to list customers who don't want to be listed, so Customer may send us an email to legal@novis.ai stating that it does not wish to be used as a reference.
Force Majeure
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider, AI Model provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationship of the Parties; No Third Party Beneficiaries
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, and our personnel do not become Customer's employees or workers by reason of working on Customer's premises or within Customer's systems. There are no third party beneficiaries to the Contract.
Email Notices
Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Platform Services. Notices to Novis will be sent to support@novis.ai, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@novis.ai. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Platform Services.
Modifications
As our business evolves, we may change these Platform Terms and the other components of the Contract (except any Order Forms or SOWs). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer's account or by messaging Customer through the Platform Services. Customer can review the most current version of the Platform Terms at any time by visiting this page and by visiting the most current versions of the other pages referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer accesses or uses the Platform Services after the effective date, that use will constitute Customer's acceptance of any revised terms and conditions.
Waiver
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
Severability
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
Assignment
Except with respect to the Novis Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms and SOWs), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Novis of any changes. Any purported assignment in violation of this section is void. A party's sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party's election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of the affected subscription after the effective date of termination.
Governing Law and Dispute Resolution
All references to 'Novis,' 'we,' or 'us' under the Contract refer to Ulisse AI Ltd (d/b/a Novis). The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the laws of England and Wales, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement shall first be referred to arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The seat of arbitration shall be London and the language of the proceedings shall be English. If arbitration fails to resolve the dispute within 90 days of commencement, then the courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney's fees.
Entire Agreement
The Contract, including these Platform Terms and all referenced pages, Order Forms and SOWs, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to the Contract except as expressly stated in the Contract. To the extent of any conflict or inconsistency between the provisions in these Platform Terms and any other documents or pages referenced in these Platform Terms, the following order of precedence will apply: (1) the terms of any Order Form, (2) the terms of any SOW, (3) the DPA, (4) these Platform Terms, and (5) finally any other documents or pages referenced in these Platform Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms and SOWs) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.
Ulisse AI Ltd (d/b/a Novis)
71-75 Shelton Street, Covent Garden
London, WC2H 9JQ, United Kingdom
Company number 15280517