Terms of Service

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR WEBSITE OR APPLICATION. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES.

1. INTRODUCTION AND ACCEPTANCE OF TERMS

1.1 These Terms of Service (the "Terms") constitute a legally binding agreement between you ("you", "your", or "User") and Knovari Limited (company number GB496384928), a company registered in England and Wales with its registered office at 124 City Road, London, EC1V 2NX ("Knovari", "we", "us", or "our").

1.2 These Terms govern your access to and use of the Knovari website located at www.knovari.ai (the "Website"), the Knovari application (the "Application"), and any related services, features, content, or functionality offered by Knovari (collectively, the "Services").

1.3 By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Services on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1.4 We reserve the right to amend these Terms at any time by posting the revised Terms on our Website. The revised Terms shall take effect from the date of publication. We shall use reasonable endeavours to notify you of material changes, but it is your responsibility to review these Terms regularly. Your continued use of the Services following publication of revised Terms constitutes your acceptance of such changes.

1.5 These Terms are governed by English law and nothing in these Terms shall affect your statutory rights as a consumer under the Consumer Rights Act 2015 or other applicable legislation.

2. ELIGIBILITY

2.1 The Services are intended for users who are at least 18 years of age. By using the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding contract.

2.2 If you are under 18 years of age, you are not permitted to use or register for the Services.

2.3 You must not access or use the Services if doing so would be contrary to any applicable law or regulation in your jurisdiction.

3. ACCOUNT REGISTRATION

3.1 To access certain features of the Services, you may be required to create an account. When registering, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

3.2 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use of your account or any other breach of security.

3.3 We reserve the right to suspend or terminate your account if any information provided during registration or thereafter proves to be inaccurate, false, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is inaccurate, false, outdated, or incomplete.

3.4 You may not create multiple accounts, use another person's account, or transfer your account to any other person without our prior written consent.

4. SUBSCRIPTION SERVICES AND FEES

4.1 Access to certain features of the Services may require payment of fees. Details of available subscription plans, including applicable fees, are set out on our Website.

4.2 All fees are quoted in pounds sterling (GBP) unless otherwise stated. Fees are exclusive of VAT, which shall be added where applicable at the prevailing rate.

4.3 We accept payment by credit card, debit card, direct debit. By providing payment information, you represent and warrant that you are authorised to use the designated payment method.

4.4 Subscription fees are payable in advance on a monthly/annual basis. Your subscription will automatically renew at the end of each subscription period unless cancelled in accordance with Clause 5.

4.5 We reserve the right to change our fees at any time. Any fee changes will take effect at the start of your next subscription period following notice of the change. Your continued use of the Services after the fee change comes into effect constitutes your agreement to pay the revised fees.

4.6 If payment cannot be processed using your chosen payment method, we may suspend or terminate your access to the paid features of the Services until payment is received.

5. CANCELLATION AND REFUNDS

5.1 You may cancel your subscription at any time by accessing your account settings or by contacting us at wesley.blackhurst@knovari.ai. Cancellation will take effect at the end of the current paid subscription period.

5.2 If you are a consumer and you purchase a subscription online, you have the right to cancel your subscription within 14 days of purchase (the "Cooling-Off Period") under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

5.3 To exercise your right to cancel during the Cooling-Off Period, you must inform us of your decision by a clear statement (e.g., by email to wesley.blackhurst@knovari.ai). We will reimburse all payments received from you within 14 days of receiving your cancellation notice.

5.4 If you have requested that the Services begin during the Cooling-Off Period, you shall pay us an amount proportionate to the Services provided until you communicated your cancellation to us.

5.5 Subject to your statutory rights and the Cooling-Off Period, fees paid are non-refundable, and no refunds or credits will be provided for partial subscription periods or unused Services.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All intellectual property rights in the Services, including but not limited to the Website, Application, software, text, graphics, logos, icons, images, audio clips, data compilations, and the design, selection, and arrangement thereof (the "Content"), are owned by or licensed to Knovari and are protected by United Kingdom and international copyright, trade mark, patent, trade secret, and other intellectual property or proprietary rights laws.

6.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your personal, non-commercial purposes. This licence does not include the right to:

• modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content;
• use any data mining, robots, or similar data gathering or extraction methods
• download (other than page caching) any portion of the Services or any Content, except as expressly permitted;
• use the Services or any Content other than for their intended purposes.

6.3 Any use of the Services or Content not expressly permitted by these Terms is a breach of these Terms and may infringe copyright, trade mark, and other laws.

6.3 Any use of the Services or Content not expressly permitted by these Terms is a breach of these Terms and may infringe copyright, trade mark, and other laws.

7. USER CONTENT

7.1 The Services may allow you to submit, post, upload, or otherwise make available content, including but not limited to text, images, data, and other materials ("User Content").

7.2 You retain all intellectual property rights in your User Content. By making User Content available through the Services, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable licence to use, copy, modify, create derivative works from, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.

7.3 You represent and warrant that:

• you own or have the necessary rights, licences, consents, and permissions to submit the User Content and to grant the rights granted herein;
• your User Content does not infringe, violate, or misappropriate any third-party right, including any intellectual property right, publicity right, or privacy right;
• your User Content complies with these Terms and all applicable laws and regulations.

7.4 We are not responsible for the accuracy, completeness, appropriateness, or legality of User Content. We reserve the right (but have no obligation) to remove any User Content at our sole discretion.

8. PROHIBITED ACTIVITIES

8.1 You agree not to use the Services in any way that::

• violates any applicable law, regulation, or these Terms
• is fraudulent, false, misleading, or deceptive
• infringes the intellectual property rights or other rights of any third party;
• is defamatory, obscene, offensive, hateful, or otherwise objectionable;
• involves the transmission of unsolicited mass communications (spam);
• introduces viruses, Trojan horses, worms, or other malicious code;
• interferes with or disrupts the integrity or performance of the Services;
• attempts to gain unauthorised access to the Services or related systems or networks;
• uses the Services for any commercial purpose without our prior written consent;
• harvests or collects information about other users without their consent;
• impersonates any person or entity or misrepresents your affiliation with any person or entity;
• reverse engineers, decompiles, disassembles, or otherwise attempts to derive the source code of the Services, except as permitted by applicable law;
• uses automated means (including bots, scrapers, or spiders) to access the Services.

8.2 We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this provision, including removing User Content, suspending or terminating accounts, and reporting to law enforcement authorities.

9. THIRD-PARTY LINKS AND SERVICES

9.1 The Services may contain links to third-party websites, applications, or services that are not owned or controlled by Knovari.

9.2 We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You access and use third-party websites and services at your own risk.

9.3 We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

10. AVAILABILITY AND MODIFICATIONS

10.1 We do not guarantee that the Services will be available at all times or without interruption. We may suspend, withdraw, discontinue, or change all or any part of the Services without notice.

10.2 We will not be liable to you if for any reason the Services are unavailable at any time or for any period.

10.3 We may update and change the Services from time to time to reflect changes to our products, users' needs, our business priorities, or for security, legal, or regulatory reasons.

11. DATA PROTECTION AND PRIVACY

11.1 We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Please refer to our Privacy Policy for information about how we collect, use, and protect your personal data.

11.2 By using the Services, you consent to such processing and warrant that all data provided by you is accurate

12. DISCLAIMER OF WARRANTIES

12.1 The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.2 We do not warrant that:

• the Services will meet your requirements;
• the Services will be uninterrupted, timely, secure, or error-free;
• the results obtained from use of the Services will be accurate or reliable;
• any errors in the Services will be corrected.

12.3 Nothing in these Terms shall affect your statutory rights as a consumer under the Consumer Rights Act 2015.

13. LIMITATION OF LIABILITY

13.1 Nothing in these Terms shall exclude or limit our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• any other liability that cannot be excluded or limited under applicable law.

13.2 Subject to Clause 13.1, we shall not be liable to you for:

• any indirect, incidental, special, consequential, or punitive damages;
• any loss of profits, revenue, business, goodwill, or anticipated savings;
• any loss of data;
• any loss arising from circumstances beyond our reasonable control.

13.3 Subject to Clause 13.1, our total liability to you for all claims arising out of or relating to these Terms or the Services shall not exceed the greater of: (a) the total amount paid by you to us in the twelve (12) months preceding the claim; or (b) one hundred pounds sterling (£100).

13.4 If you are a consumer, the above limitations do not affect any rights you have under the Consumer Rights Act 2015 that cannot be waived or limited by contract.

14. INDEMNIFICATION

14.1 If you are using the Services in a business capacity, you agree to indemnify, defend, and hold harmless Knovari, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with:

• your access to or use of the Services;
• your violation of these Terms;
• your violation of any rights of a third party; or
• your User Content.

14.2 This indemnification obligation does not apply to consumers using the Services for personal purposes.

15. TERMINATION

15.1 These Terms shall remain in full force and effect while you use the Services.

15.2 We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any provision of these Terms.

15.3 Upon termination:

• your right to use the Services will cease immediately;
• we may delete or deny access to your account and any User Content associated with it;
• provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, disclaimers, limitations of liability, and governing law.

16. GOVERNING LAW AND JURISDICTION

16.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

16.2 Subject to Clause 16.3, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

16.3 If you are a consumer resident in Northern Ireland, you may also bring proceedings in Northern Ireland. If you are a consumer resident in Scotland, you may also bring proceedings in Scotland. Nothing in these Terms shall deprive you of any mandatory consumer protection rights available in your country of residence.

17. DISPUTE RESOLUTION

17.1 If you have any complaint or dispute arising from or relating to these Terms or the Services, we encourage you to first contact us at wesley.blackhurst@knovari.ai to seek an informal resolution.

17.2 If you are a consumer and we are unable to resolve your complaint to your satisfaction, you may be entitled to use an alternative dispute resolution (ADR) provider. Details of approved ADR providers are available from the Chartered Trading Standards Institute at www.tradingstandards.uk.

17.3 You may also be able to use the European Commission's Online Dispute Resolution platform, available at https://ec.europa.eu/consumers/odr, although please note that this service may have limited availability for UK consumers following Brexit.

18. ELECTRONIC COMMUNICATIONS

18.1 When you use the Services or send communications to us electronically, you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Services.

18.2 You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing, in accordance with the Electronic Commerce (EC Directive) Regulations 2002 and other applicable legislation.

19. GENERAL PROVISIONS

19.1 Entire Agreement. These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Knovari concerning the Services and supersede all prior or contemporaneous agreements, representations, warranties, and understandings

19.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent.

19.3 Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by us.

19.4 Assignment. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

19.5 Force Majeure. We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from any cause beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials.

19.6 No Partnership or Agency. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between you and Knovari.

19.7 Third-Party Rights. These Terms do not confer any rights on any person or party other than you and Knovari (and our respective successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19.8 Interpretation. In these Terms: (a) headings are for convenience only and shall not affect interpretation; (b) words in the singular include the plural and vice versa; (c) "including" means "including without limitation"; and (d) references to statutes include any amendments, re-enactments, or successor legislation.

20. CONTACT INFORMATION

If you have questions about these Terms, please contact us: