Terms of service
These terms (the "Terms") govern your use of the govn.ai software-as-a- service platform (the "Service"). By using the Service you agree to these Terms. If you don't agree, don't use the Service.
Where the Service is provided to an organisation (a "Customer") under an order form or other written agreement, that agreement together with these Terms forms the contract between us. If anything in the order form conflicts with these Terms, the order form wins.
1. Definitions
- "govn.ai", "we", "us": govn.ai Limited (to be incorporated in England & Wales), or in the interim Ashley Young trading as govn.ai.
- "Customer": the organisation accepting these Terms via an order form.
- "User": an individual authorised by the Customer to use the Service.
- "Customer Data": any data the Customer or its Users submit to the Service.
- "Subscription Term": the period during which the Customer is entitled to access the Service per the order form.
2. The service
govn.ai is a multi-tenant AI governance platform for UK financial services firms. We provide it on a hosted basis; the Customer accesses it via the web. We may update the Service from time to time; material changes will be announced in-app and via email.
3. Account and user obligations
- The Customer is responsible for the conduct of its Users on the platform, including their compliance with these Terms.
- Users must keep their credentials confidential and not share them with anyone.
- Users must enable multi-factor authentication, which is required by the Service for every role.
- The Customer must promptly notify us if it believes a User account has been compromised.
4. Subscription, fees, and payment
Subscription fees, payment terms, and invoicing cadence are set out in the order form. The v1 launch billing model is invoice-based (no self-serve Stripe checkout); fees are payable in advance for the Subscription Term unless the order form provides otherwise. Late payments accrue interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.
We may suspend access to the Service if fees remain unpaid 30 days past the invoice due date, after giving the Customer at least 7 days' prior written notice and the opportunity to cure.
5. Acceptable use
The Customer and its Users must not:
- Use the Service for any unlawful purpose, or in a way that infringes any third party's rights.
- Probe, scan, or attempt to circumvent the Service's security or access controls.
- Use the Service to store or process content that is unlawful, defamatory, harassing, or that contains malware.
- Reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by law.
- Use the Service to train, fine-tune, or evaluate any machine-learning model intended to compete with govn.ai.
6. Customer data
The Customer owns its Customer Data. We process Customer Data on the Customer's behalf as processor, under the Data Processing Agreement attached to the order form (see /dpa). We will not disclose Customer Data except to the sub-processors listed at /sub-processors, in response to a lawful regulatory or law-enforcement request, or with the Customer's instruction.
On termination of the Subscription Term, the Customer may export its Customer Data for 90 days, after which we will delete it from our production systems within a further 30 days (backups age out within 6 months). Audit-log entries are retained per the Privacy policy.
7. Intellectual property
The Service, including all software, content (excluding Customer Data), trademarks, and documentation, is and remains govn.ai's intellectual property. We grant the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Service for the Subscription Term solely for its own internal business purposes.
The Customer grants us a limited, non-exclusive licence to host, process, and display Customer Data solely as necessary to provide the Service. We may use anonymised, aggregated metrics about Service usage (no Customer-identifying information) to improve the Service.
8. Confidentiality
Each party will keep the other's confidential information confidential and use it only to perform under these Terms. Confidential information does not include information that becomes public other than through breach of these Terms, was independently developed, or was rightfully received from a third party. This obligation survives termination for 3 years.
9. Warranties
We warrant that we will provide the Service with reasonable skill and care. Except for that warranty and any warranties implied by law that cannot be excluded, the Service is provided on an "as is" basis. We do not warrant that the Service will be uninterrupted or error- free. The Customer is responsible for assessing whether the Service is fit for its intended use.
10. Liability
Neither party limits its liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; any liability that cannot be limited by law.
Subject to the above, each party's total aggregate liability arising out of or in connection with these Terms — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — is capped at the fees paid by the Customer to govn.ai under the order form in the 12 months immediately preceding the event giving rise to the claim.
Neither party is liable for: loss of profits, revenue, anticipated savings, business, contracts, or goodwill; or any indirect, special, or consequential losses, even if foreseeable.
11. Indemnity
Each party will indemnify the other against claims by third parties to the extent caused by the indemnifying party's breach of these Terms, subject to the liability cap in clause 10.
12. Term and termination
These Terms apply for the duration of the Subscription Term. Either party may terminate for cause if the other party materially breaches and fails to cure within 30 days of written notice, or for insolvency events. Termination doesn't refund pre-paid fees except where the Customer terminates for our material uncured breach.
13. Governing law
These Terms are governed by the laws of England & Wales. The courts of England & Wales have exclusive jurisdiction over any dispute, subject to either party's right to seek urgent injunctive relief in any competent court.
14. Changes to these terms
We may update these Terms from time to time. Material changes will be notified to the Customer by email at least 30 days before they take effect. Continued use of the Service after the effective date counts as acceptance.
15. Notices
Notices to us: email legal@govn.ai. Notices to the Customer: the email address on the order form. Notices take effect on delivery if sent during business hours, otherwise at 9am UK time the next business day.