Nevorth AS SaaS Terms (Master Subscription Agreement)
Provider: Nevorth AS, Org. no. 935 761 247, Grindstuveien 41, Rykkin, Norway ("Nevorth", "we", "us").
Legal notices: legal@nevorth.com. Support: support@nevorth.com.
These SaaS Terms ("Terms") govern Customer's purchase and use of Nevorth's Decision Referee service ("Service"). These Terms are intended for business customers only.
"Customer" means the entity accepting these Terms.
"Authorized Users" means Customer's employees authorised to use the Service.
"Customer Data" means data and content submitted to or processed by the Service on Customer's behalf, including Slack workspace/user/channel identifiers, decision inputs, decision history (prior inputs, outputs, and outcome feedback stored by the Service), and firm profile fields to the extent processed via the Service and its Subprocessors.
"Documentation" means any user/admin documentation we provide.
"Order Form" means an order, online checkout confirmation, or enterprise order specifying plan, fees, limits, and term.
"Subprocessors" means third parties engaged to process Customer Data (listed in the Subprocessor List).
"Usage Limits" means plan limits described in an Order Form.
2.1. Order Form. Customer's subscription details are set out in the applicable Order Form.
2.2. Order of precedence. If there is a conflict: (1) Order Form, then (2) these Terms, then (3) Documentation.
2.3. DPA. If Customer Data includes personal data, the Data Processing Agreement ("DPA") at /dpa applies and is incorporated by reference.
3.1. Service description. Decision Referee is a Slack-based decision-support tool that receives decision inputs, applies Customer's firm profile context, and returns an AI-assisted analysis and recommendation in Slack. The Service may store prior decision inputs, analysis outputs, and outcome feedback to provide contextual analysis over time for the same Customer.
3.2. No attachments. The Service is not intended to process file attachments.
3.3. Changes. We may update the Service from time to time. We will not materially reduce core functionality during a paid term without commercially reasonable justification.
4.1. Not professional advice. The Service provides general decision-support outputs only and does not provide legal, financial, tax, compliance, HR, medical, or other professional advice.
4.2. No guaranteed outcomes. We do not guarantee that the Service will reduce bad decisions, improve performance, or achieve any business result. Customer remains solely responsible for all decisions, actions, and outcomes.
4.3. AI limitations. Outputs may be incomplete, incorrect, or inappropriate. Customer must use human judgment and verify outputs before acting.
4.4. Decision history. The Service may reference prior decisions and their reported outcomes when analysing new inputs. These references are provided for context only. Past outcomes do not predict future results. Customer is responsible for the accuracy of any outcome feedback submitted to the Service.
5.1. Authorized Users. Customer will ensure only employees use the Service and will keep credentials secure.
5.2. Slack administration. Customer is responsible for its Slack workspace configuration and permissions.
5.3. Customer Data. Customer is responsible for the accuracy and legality of Customer Data provided, including any outcome feedback submitted to the Service.
5.4. Prohibited content. Customer will not submit content prohibited by the Acceptable Use Policy ("AUP") at /acceptable-use, including special category personal data, passwords/secrets, or unlawful content.
The AUP is incorporated by reference. Material breach of the AUP is a material breach of these Terms.
7.1. Fees. Fees are as stated in the Order Form.
7.2. Billing. Unless otherwise stated, subscriptions are billed in advance and payable immediately by card via Stripe.
7.3. Auto-renewal. Monthly and annual subscriptions auto-renew unless cancelled in accordance with the Order Form or subscription settings.
7.4. Taxes. Fees are exclusive of taxes unless stated otherwise. Customer is responsible for applicable taxes (including VAT) and for providing accurate tax information. We may collect taxes as required based on information available to us and/or our payment provider.
8.1. Usage Limits. Customer must comply with Usage Limits.
8.2. Exceeding limits; auto-upgrade. If Customer exceeds the Usage Limits in a billing month, Customer may continue using the Service without additional fees that month. Unless Customer disables auto-upgrade before the end of that billing period, the subscription will auto-upgrade to the next plan at the start of the next billing period.
8.3. Unlimited/Enterprise. "Unlimited" is available only under a separately negotiated enterprise Order Form.
9.1. Term. The subscription term is stated in the Order Form.
9.2. Termination for convenience. Unless otherwise stated, Customer may cancel renewal but remains responsible for fees for the current prepaid term.
9.3. Termination for cause. Either party may terminate for material breach not cured within 30 days after written notice, except that we may terminate immediately for serious AUP violations or security risks.
9.4. Suspension. We may suspend access to prevent harm, address security issues, comply with law, or respond to misuse, with commercially reasonable notice where practicable.
10.1. Processing. We process Customer Data to provide and secure the Service, provide support, comply with law, and improve the Service using aggregated/de-identified data as described below. This includes storing decision history (prior inputs, outputs, and outcome feedback) in Cloudflare D1 to deliver contextual analysis for the same Customer.
10.2. Decision history storage. The Service stores decision inputs, analysis outputs, and outcome feedback submitted by Authorized Users. This data is stored in Cloudflare D1 and is used solely to provide the Service to the applicable Customer. Decision history is not shared between Customers.
10.3. Subprocessors. We use Subprocessors listed at /subprocessors. Customer provides general authorisation for these Subprocessors under the DPA.
10.4. Security. We maintain reasonable administrative, technical, and organisational measures as described at /security. We do not promise any specific certification unless stated in an Order Form.
We may create and use aggregated and/or de-identified data derived from Service usage (volume metrics, feature usage, error rates) to operate, improve, and benchmark the Service, provided it does not identify Customer or any individual. For clarity, individual Customer decision history is never shared with other Customers or made available outside the applicable Customer's account.
12.1. Nevorth IP. Nevorth retains all rights in the Service, Documentation, and related IP.
12.2. License. During the term, Nevorth grants Customer a non-exclusive, non-transferable right for Authorised Users to access and use the Service for Customer's internal business purposes, subject to these Terms and the Order Form.
12.3. Customer Data. Customer retains all rights in Customer Data.
Each party may receive Confidential Information. The receiving party will protect Confidential Information using reasonable care, use it only to perform under the agreement, and disclose it only to personnel/subcontractors with a need to know and confidentiality obligations. Exclusions apply for information that is public, already known, independently developed, or lawfully obtained.
14.1. Limited warranty. We will use commercially reasonable efforts to provide the Service materially in accordance with Documentation.
14.2. Disclaimer. Except as expressly stated, the Service is provided "as is" and we disclaim all implied warranties (including merchantability, fitness, and non-infringement) to the maximum extent permitted by law.
15.1. Customer indemnity. Customer will indemnify and defend Nevorth against claims arising from Customer Data, Customer's misuse of the Service, or violation of the AUP or law.
15.2. Nevorth IP indemnity (limited). Nevorth will defend Customer against third-party claims that the Service infringes IP rights, and pay resulting finally awarded damages, provided Customer: (a) promptly notifies Nevorth; (b) gives Nevorth control of defence/settlement; and (c) cooperates. This does not apply to claims arising from Customer Data, Customer's modifications, combination with non-approved systems, or use contrary to Documentation.
If infringement is found or likely, Nevorth may: (i) modify the Service; (ii) replace with non-infringing functionality; or (iii) terminate the affected Service and refund unused prepaid fees for the terminated portion.
16.1. No indirect damages. Neither party is liable for indirect or consequential losses, including lost profits, revenue, goodwill, or business interruption.
16.2. Liability cap. Each party's total liability arising out of the agreement is capped at the fees paid by Customer for the Service in the 12 months preceding the event giving rise to the claim.
16.3. Carve-outs. The limitations in 16.1 and 16.2 do not apply to: (a) wilful misconduct or gross negligence; (b) Customer's payment obligations; (c) Customer's indemnity obligations; (d) infringement indemnity in Section 15.2; and (e) breach of confidentiality.
16.4. No data protection carve-out. For clarity, data protection-related claims are subject to the liability cap unless otherwise agreed in an enterprise Order Form.
Customer will comply with applicable export control and sanctions laws.
These Terms are governed by Norwegian law. Exclusive venue is Oslo tingrett (Oslo District Court).
We may update these Terms. Updates apply to renewals and new orders, and to existing subscriptions only to the extent required by law or to address security/operational needs. Material adverse changes will not apply to a current prepaid term without Customer's agreement.