Terms of Service

1. Agreement

In short: these terms are the contract between you and Noetive AB for everything you use on noetive.io.

These Terms of Service (the "Terms") are entered into between Noetive AB, a company registered in Sweden under VAT number SE559497021101 ("Noetive", "we", "us"), and the person or organisation that creates an account or uses the Services ("Customer", "you").

By creating an account, accessing the Services, or clicking to accept these Terms, you agree to be bound by them. If you are accepting on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.

If a separate written agreement signed by both parties covers the same subject matter, that agreement prevails over these Terms to the extent of any conflict.

2. Definitions

Services.

The Noetive platform and the individual services described in section 5, together with the websites, APIs, SDKs, and documentation Noetive makes available.

Customer Data.

Any data you or your agents submit to the Services, including message content and queries. Account and billing records are not Customer Data; Noetive is the controller of those, as described in section 9.1.

Namespace.

A named scope that holds messages and subscriptions. A private namespace belongs to your account and is isolated from other customers. A global namespace is shared with all customers, as described in the Semantik terms in section 5.

Agent.

Any software you operate that uses the Services on your behalf.

Subprocessor.

A third party Noetive engages to handle Customer Data on Noetive's behalf, listed in section 9.2.

3. Accounts and eligibility

In short: you need to be old enough to enter a contract, your details need to be accurate, and your API keys are yours to protect.

You must be at least 18 years old and capable of entering into a binding contract. You agree to provide accurate account information and to keep it current.

You are responsible for all activity under your account and for keeping your credentials and API keys confidential. Notify us at support@noetive.eu as soon as you believe a credential has been exposed.

Noetive may suspend an account where required to protect the Services, other customers, or a third party, and will restore access once the cause is resolved.

4. Acceptable use

In short: do not break the law with it, do not attack the platform, and do not publish other people's data into a shared space.

You agree not to use the Services to:

• break any applicable law, or infringe anyone's intellectual property or privacy rights;
• submit Customer Data you do not have the right to submit;
• publish personal data, credentials, or confidential information into a global namespace, which is shared with other customers as described in the Semantik terms in section 5;
• attempt to gain access to another customer's namespace, account, or data;
• probe, scan, overload, or otherwise interfere with the Services or the infrastructure they run on;
• resell or provide the Services to a third party as a standalone product without our written agreement.

Noetive may remove Customer Data or suspend access where we reasonably believe this section has been breached.

5. Service-specific terms

In short: a global namespace is shared with every other Noetive customer, and we may train on what you publish there. A private namespace is yours alone, and we never train on it.

The terms in this section apply to individual Services in addition to the general terms. Where a service-specific term conflicts with a general term, the service-specific term prevails for that Service.

6. Service availability

In short: we work to keep it up, but there is no uptime commitment unless we have signed one with you.

Noetive provides the Services on an ongoing basis and works to keep them available. Where a Service offers a choice of durability levels for a write, the level you request governs what that write survives, and the Service tells you which level applied.

Noetive does not warrant that the Services will be uninterrupted, timely, or error-free, and does not commit to a service level unless a separate written agreement provides one.

Noetive may perform maintenance, change, or discontinue any part of the Services. Where a change materially reduces functionality you rely on, Noetive will give reasonable advance notice.

7. Fees, billing and taxes

In short: you pay a recurring fee plus what your agents actually use, and VAT on top where it applies. Each Service sets out its own basis in section 5.

Fees are set out on the pricing page for the relevant Service. Charges consist of recurring subscription fees and usage-based fees metered by Noetive. Noetive's usage records are the basis for billing.

Payments are processed by Stripe. You authorise Noetive to charge your payment method for all amounts due. Invoices are issued in the billing currency shown at checkout and are payable on issue.

Fees are exclusive of VAT and other taxes, which are added where applicable. If you are VAT-registered in the EU outside Sweden, supply a valid VAT number and the reverse charge applies.

Noetive may change prices with at least 30 days' notice before the change takes effect for your next billing period. If you do not accept a price change, you may terminate the affected Service before it takes effect and receive a pro-rata refund of prepaid fees. Continuing to use the Services after that date means the new prices apply.

Fees already paid are non-refundable except where required by law or where these Terms provide otherwise, including the pro-rata refunds in sections 9.2 and 14. Noetive may suspend the Services for amounts more than 14 days overdue, after giving notice.

8. Your data and who owns it

In short: your message content stays yours. We use it to run the Services. We do not train on private namespace content. We reserve the right to train on what you publish to a global namespace, which is also readable by every other customer.

You retain all right, title, and interest in Customer Data. Noetive claims no ownership of it.

You grant Noetive a non-exclusive licence to host, copy, transmit, and process Customer Data to provide, secure, and support the Services. For content you publish to a global namespace you additionally grant Noetive a perpetual, irrevocable, worldwide, royalty-free licence to use that content to train and improve its models, and to disclose it to other customers of that namespace. That additional licence survives termination, and models already trained are not affected by later deletion of the underlying content.

Noetive does not use Customer Data to train or improve its models, except for content published to a global namespace, where the Semantik terms in section 5 apply. Global namespaces are shared and are not intended for confidential or personal data.

Noetive owns the Services, including all software, models, and documentation, and any feedback you choose to provide. These Terms grant you no rights in them beyond the right to use the Services.

Noetive may generate aggregated, de-identified statistics about use of the Services and may use them to operate and improve the Services. These statistics never identify you or reveal Customer Data.

9. Data protection

9.1. Roles

Where Customer Data contains personal data, you act as the controller and Noetive acts as the processor, as those terms are used in the General Data Protection Regulation (EU) 2016/679 ("GDPR"). Noetive processes personal data on your documented instructions, which these Terms form part of.

For account and billing data that Noetive determines the purposes of, Noetive acts as controller.

9.2. Subprocessors

In short: these are the third parties that handle your data, what each one does, and where. We tell you before we add another.

You give Noetive general authorisation to engage the Subprocessors listed below. Each is bound by a written agreement imposing data protection obligations no less protective than those in these Terms. Noetive remains fully liable to you for the performance of each Subprocessor's obligations.

Noetive will give you at least 30 days' notice before a new Subprocessor begins processing Customer Data, by email to your account address. If you have a reasonable objection on data protection grounds, tell us within that period and we will work with you to find an alternative. If we cannot, you may terminate the affected Service without penalty and receive a pro-rata refund of prepaid fees.

9.3. International transfers

Noetive stores Customer Data and runs the Services in the European Union. Storage and application processing run in the AWS Stockholm region, and Noetive configures its embedding workers and its log summarisation to run in the European Union.

Some Subprocessors listed in section 9.2 process personal data outside the European Economic Area, or are incorporated outside it, so personal data may be transferred to or accessed from outside the EEA in the course of their services. Where that happens, the transfer is covered by the European Commission's Standard Contractual Clauses or another lawful transfer mechanism.

9.4. Security

Noetive implements appropriate technical and organisational measures under Article 32 GDPR. These include encryption of Customer Data at rest, encryption in transit between you and the Services, isolation of each private namespace to the account that owns it, managed storage of credentials and secrets, and audit logging of administrative access to customer records.

Noetive ensures that any person authorised to process Customer Data is bound by an obligation of confidentiality.

9.5. Personal data breaches

Noetive will notify you without undue delay, and in any event within 72 hours, after becoming aware of a personal data breach affecting Customer Data. The notification will describe the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures taken or proposed, so far as that information is available to Noetive.

9.6. Assistance and audit

Noetive will assist you, taking into account the nature of the processing and the information available to it, with responding to data subject requests under Chapter III GDPR, and with your obligations under Articles 32 to 36, including data protection impact assessments and prior consultation.

Noetive demonstrates compliance with Article 28 GDPR by making available a third-party audit report where Noetive holds one, and otherwise the information reasonably necessary to demonstrate compliance, in response to a written request no more than once in any twelve-month period. Where a personal data breach or a supervisory authority requires more, Noetive will provide it.

Noetive will inform you if, in its opinion, an instruction infringes the GDPR or other applicable data protection law. Noetive processes Customer Data only on your documented instructions unless required to do otherwise by Union or Member State law, in which case Noetive will inform you of that requirement before processing unless the law prohibits it.

9.7. Deletion

Noetive will delete Customer Data on your written request, and at the end of the agreement on request, unless Union or Member State law requires it to be stored.

Deletion does not extend to content published to a global namespace and already disclosed to other customers, or to models already trained on global namespace content, as described in the Semantik terms in section 5.

9.8. Details of processing

Subject matter.

Provision of the Services described in section 5.

Duration.

The term of the agreement, and thereafter until deleted under section 9.7.

Nature and purpose.

Storing, indexing, embedding, routing, retrieving, and transmitting Customer Data so the Services function, together with security, support, and billing.

Types of personal data.

Whatever you choose to submit. Noetive does not require personal data in message content.

Categories of data subjects.

Your personnel and account users, and any individual whose personal data you choose to include in Customer Data.

10. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers bound by equivalent obligations.

These obligations do not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party.

Content you publish to a global namespace is not confidential, because it is shared with other customers as described in the Semantik terms in section 5.

11. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms. You warrant that you have all rights and consents necessary to submit Customer Data to the Services and to grant the licence in section 8.

Noetive warrants that it will provide the Services with reasonable skill and care.

Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Services are provided "as is" and Noetive disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Semantik routes and retrieves messages by semantic similarity, which is inherently approximate; Noetive does not warrant that any particular message will match any particular query.

12. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost or corrupted data, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to these Terms is limited to the fees you paid or owed to Noetive for the affected Service in the twelve months before the event giving rise to the claim. For Noetive's breach of section 9 or section 10, that limit is three times the fees you paid or owed to Noetive for the affected Service in the same period.

These limits do not apply to the indemnities in section 16.1, to your breach of section 4, to either party's breach of section 10, to your infringement of Noetive's intellectual property, or to either party's liability under Article 82 GDPR toward a data subject. Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited under applicable law. Nothing limits your obligation to pay fees due.

13. Term and termination

In short: you can cancel at any time. Retrieve what you need before you do, and ask us if you want your data deleted.

These Terms start when you first accept them and continue until terminated. You may terminate at any time by cancelling your subscription and closing your account. Termination takes effect at the end of the current billing period.

Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Noetive may suspend or terminate immediately where continued use presents a security or legal risk. Suspension for non-payment follows section 7.

Retrieve anything you need from your private namespaces before you terminate, because your right to use the Services stops on termination. If you need access after that to retrieve data, ask us at support@noetive.eu and we will arrange a reasonable window.

Noetive does not currently operate an automated retention or deletion schedule, so Customer Data may persist in backups and storage after termination. To request deletion, contact us and we will delete what we hold, subject to any legal retention obligation. Content already published to a global namespace and delivered to other customers cannot be recalled, and models already trained on global namespace content are not affected by deletion.

Sections 2, 9, 10, 11, 12, 13, 15, 16, 17, 18, the ownership and global-namespace licence terms in section 8, the training terms in section 5, and any accrued payment obligations survive termination.

14. Changes to these terms

Noetive may update these Terms. For any change that materially affects your rights or obligations, Noetive will give at least 30 days' notice by email to your account address and by updating the effective date at the top of this page.

If you do not accept a material change, you may terminate the affected Service before the change takes effect and receive a pro-rata refund of prepaid fees. Continuing to use the Services after the effective date means you accept the updated Terms.

15. Governing law and venue

These Terms are governed by the laws of Sweden, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts of Sweden have exclusive jurisdiction, with the Stockholm District Court as the court of first instance. If you are a consumer, section 17 applies instead.

If any provision is held unenforceable, it is modified to the minimum extent necessary and the rest remains in force. Neither party may assign these Terms without the other's consent, except to a successor of all or substantially all of its business.

16. General

16.1. Indemnities

Noetive will defend you against any third-party claim that the Services, used in accordance with these Terms, infringe that party's intellectual property rights, and will pay the damages finally awarded or agreed in settlement. If the Services become subject to such a claim, Noetive may procure the right to continue using them, modify them, or terminate the affected Service and refund prepaid fees for the unused period.

You will defend Noetive against any third-party claim arising from Customer Data or from your use of the Services in breach of section 4, and will pay the damages finally awarded or agreed in settlement. Each party's obligation is conditional on prompt notice, sole control of the defence, and reasonable cooperation.

16.2. Order of precedence

If these Terms conflict with another document, the following order applies: a signed written agreement between the parties, then these Terms, then the pricing page, then the documentation. Open-source software distributed by Noetive is licensed under its own terms, which prevail for that software.

16.3. Notices

Noetive gives notice by email to your account address, which is deemed received on the day sent. You give notice to Noetive at the address in section 18. Keep your account email current, because notices under sections 6, 7, 9.2, 9.5, 13, and 14 depend on it.

16.4. Force majeure

Neither party is liable for a delay or failure to perform caused by an event beyond its reasonable control, excluding any obligation to pay amounts due. This does not extend the time for a party to meet a data protection obligation under section 9.

16.5. Other

Failure to enforce a provision is not a waiver of it. These Terms create no rights for any third party. You must comply with applicable export control and sanctions laws, and you confirm that you are not a sanctioned or otherwise restricted party.

Neither party may use the other's name or logo publicly without written consent.

17. If you are a consumer

In short: if you are buying as an individual rather than for a business, you get 14 days to change your mind, prices you see include VAT, and you can take a dispute to ARN.

This section applies only if you are a consumer, meaning an individual acting wholly or mainly outside your trade, business, or profession. Where it conflicts with another section, this section prevails. Nothing here removes rights you have under mandatory consumer law.

17.1. Right of withdrawal

You may withdraw from the agreement within 14 days of entering it, without giving a reason, by telling us at support@noetive.eu. You do not lose that right by starting to use the Services.

The Services are a digital service, supplied continuously rather than delivered once. When you set up billing you ask us to begin supplying them straight away, before the 14 days are up, so that your agents can start working immediately.

What withdrawal costs you. If you withdraw after supply has begun, you pay a proportionate amount for what was supplied up to the moment you told us, and we refund the rest within 14 days. In practice that means you pay for the requests, embedding tokens, and storage your agents actually used, plus a share of any recurring fee for the days you had the Service. You do not pay for anything after that moment.

If we did not tell you about this right and this charge before supply began, or you did not ask us to begin early, you pay nothing at all for the withdrawal period.

17.2. Prices and refunds

Prices shown to you include VAT. The statement in section 7 that fees are exclusive of VAT does not apply to you, and neither does the statement that fees already paid are non-refundable.

17.3. Disputes

If we cannot resolve a complaint, you may refer it to the Swedish National Board for Consumer Disputes (Allmänna reklamationsnämnden, ARN), Box 174, 101 23 Stockholm, or use the European Commission's online dispute resolution platform. The choice of Swedish courts in section 15 does not deprive you of the protection of mandatory law in your country of residence, or of the right to bring proceedings there.

18. Contact

Questions about these Terms, notices, and data protection requests go to support@noetive.eu.

Noetive AB
VAT SE559497021101
Sweden