These terms govern your subscription to the Veritome Platform — a software service that helps you record, track and document your organisation's obligations under a number of regulatory and standards frameworks. They form a legally binding agreement between you and Relay Labs Limited, trading as Veritome (“Veritome”, “we”, “us”).
Version 2.0 · Effective 17.09.2026 · Supersedes the version dated 04.06.2026.
If you already subscribe, clause 21 gives you not less than 30 days' notice before a material change binds you, and a right to terminate with a refund of the unexpired period if the change is materially adverse to you.
The Veritome Platform is a subscription to a software service. It is not a one-off product, a downloadable copy, a certification, an audit, or a substitute for professional legal advice.
THIS AGREEMENT IS OFFERED TO BUSINESSES ONLY. SEE CLAUSE 2.3.
1. Definitions and incorporated documents
1.1 Definitions
In this Agreement:
"Agreement" means this agreement together with the documents listed in clause 1.2.
"Aria" means the AI assistant feature within the Service, described in clause 11.
"Confidential Information" has the meaning given in clause 15.1.
"Controller", "Processor", "Personal Data" and "processing" have the meanings given in the General Data Protection Regulation (Regulation (EU) 2016/679).
"Frameworks" means the regulatory instruments and voluntary standards that the Service supports, as listed in Schedule 2 and updated from time to time in accordance with clause 3.3.
"Free Tier" means any Tier provided at no charge, as described in clause 6.
"Outputs" means any content generated by or through the Service, including classifications, risk assessments, completion and coverage metrics, obligation and control mappings, generated documents, records and dossiers, and Aria responses.
"Service" means the software service provided by Veritome — including the web application, the obligations and controls engine, Aria, the API, document generators, registers, evidence handling and related functionality — as hosted and made available by Veritome from time to time.
"Tier" means a subscription level, the features, limits and price of which are set out on our pricing page and in Schedule 1.
"Platform" means the commercial bundle of Service features made available under a given Tier. The Platform is the access bundle; this Agreement governs the Service.
"Your Content" means the data, inputs and materials you submit to the Service, and the Outputs you generate using the Service in respect of the AI systems, processing activities and controls recorded in your account.
1.2 Incorporated documents and order of precedence
The following documents form part of this Agreement and are incorporated by reference. If there is a conflict between them, the document higher in this list prevails, except that the Data Processing Agreement prevails over all other documents in respect of the processing of Personal Data:
Any order form or Enterprise agreement signed by both parties — signed, not published
By creating an account, clicking to accept, or accessing or using the Service, you agree to be bound by this Agreement. For self-serve Tiers this Agreement is accepted by click-wrap at signup. An Enterprise subscription may instead be governed by a separately negotiated and signed version of this Agreement or an order form, in which case that signed document prevails to the extent of any conflict.
2.2 Authority
If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.
2.3 Business use only
THE SERVICE IS OFFERED ONLY TO BUSINESSES.
The Service is made available only to persons acting in the course of a trade, business, craft or profession. You warrant that you are not acting wholly or mainly as a consumer and that you are subscribing for business purposes. We do not contract with consumers. If we become aware that a subscription has been taken out by a consumer, we may terminate it and refund the unused portion of any fees paid.
Checkout asks you to declare whether you are purchasing as a business or as a consumer. Where a consumer subscription nevertheless arises, the statutory rights described in our Refund Policy apply to it and are not affected by this clause.
3. The Service and the Frameworks
3.1 What the Service does
Veritome provides a software service designed to help organisations record, track, document and evidence their obligations under the Frameworks. Depending on your Tier, the Service includes:
registers of AI systems, processing activities and controls, with guided classification tools;
generation of the obligations and controls that apply to each record;
workflow, ownership and approval management;
AI-assisted drafting of documentation;
assessment templates, including Fundamental Rights Impact Assessments and Data Protection Impact Assessments;
human oversight and governance configuration;
an evidence library, with reuse of evidence across Frameworks and a stated basis for each reuse;
post-market monitoring and incident tracking;
internal audit planning, findings, corrective action and management review records;
reporting, export and audit-trail functionality; and
educational resources and regulatory references.
3.2 The Frameworks
The Frameworks supported by the Service are listed in Schedule 2. As at the effective date of this Agreement they are: Regulation (EU) 2024/1689 (the EU AI Act); Regulation (EU) 2016/679 (the GDPR); ISO/IEC 42001; ISO/IEC 27001; and the NIST AI Risk Management Framework.
Access to a particular Framework within the Service may depend on your Tier or on a separately purchased programme. The Frameworks available to you are those identified in your subscription.
3.3 Changes to Framework coverage
We may add Frameworks to the Service. We may also remove or reduce support for a Framework, but not in a way that materially degrades a Framework you have paid for during a paid term; where we intend to do so we will give you not less than 60 days' written notice and, if you notify us within 30 days of that notice that the change materially affects you, you may terminate the affected part of your subscription and receive a refund of fees paid for the unexpired period.
3.4 The Platform
"Platform" is the commercial name for the bundle of features available under your Tier. Where marketing or product materials refer to the "Veritome Platform", they refer to a subscription to the Service governed by this Agreement.
3.5 What the Service is not
The Service is not, and does not act as: a certification body; a notified body; an accredited auditor; an authorised representative; a legal, regulatory or professional adviser; or an agent authorised to make filings or submissions to any authority on your behalf. Veritome does not audit, certify or accredit you or any management system, and nothing produced by the Service constitutes certification.
4. Nature of the subscription
THIS IS A SUBSCRIPTION TO A SOFTWARE SERVICE.
The Veritome Platform is provided as a subscription to a hosted software service. You do not acquire ownership of, a perpetual licence to, or a downloadable copy of the Service. Your right to access the Service is granted for, and terminates at the end of, your subscription term.
5. Tiers, fees, tax and billing
5.1 Tiers and pricing
The features, limits and price of each Tier are set out on our pricing page and in Schedule 1, which forms part of this Agreement. We may update the pricing page and Schedule 1 from time to time as features and Tiers change, provided that no such update materially reduces the core functionality of a paid Tier during a paid term.
5.2 Billing
Paid Tiers are billed in advance, monthly or annually according to the billing period you select. Payment is processed by our payment processor, Stripe Payments Europe Limited. You authorise us to charge your nominated payment method for all fees due under this Agreement, including renewals, until you cancel.
5.3 Tax
All fees are stated exclusive of value added tax. VAT will be added at the rate applicable at the tax point and shown on your invoice.
Where you are established in a Member State of the European Union other than Ireland and you provide a VAT identification number that is validated through the VIES system, the supply will be treated as reverse-charged and you are responsible for accounting for VAT in your own Member State. You warrant that any VAT identification number you supply is valid, that it belongs to you, and that you are receiving the Service for business purposes. You will tell us promptly if it ceases to be valid. If a VAT number you supply is found to be invalid, we may charge you any VAT, interest and penalties that become payable as a result.
Where you are established outside the European Union, the supply is outside the scope of Irish VAT. You remain responsible for any tax, withholding or duty arising in your own jurisdiction. All amounts payable to us are payable in full without deduction or withholding; if you are required by law to withhold, you will increase the amount payable so that we receive the amount we would have received had no withholding been required.
5.4 Price changes
We may change the price of a Tier on not less than 30 days' written notice, the change taking effect at your next renewal. If you do not accept the change you may cancel before the renewal date.
5.5 Late payment and suspension
If a payment fails or is not made when due, we will notify you. If the amount remains unpaid 14 days after that notice, we may suspend your access to the Service until it is paid. We will not delete Your Content during a suspension for non-payment. Interest may be charged on overdue amounts at the rate provided for under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), together with the compensation for recovery costs provided for under those Regulations.
5.6 Updates included in the subscription
The Service is continuously updated. During your subscription term you are entitled to all updates to the Service released during that term. You have no right to any specific version, feature or state of the Service, and we may add, change or remove features, subject to clause 3.3 and provided we do not materially degrade the core functionality of your Tier during a paid term.
5.7 Service levels
Service-level commitments are set per Tier in Schedule 1. The Free Tier carries no service-level commitment. Paid self-serve Tiers carry an availability target but no service credits. An Enterprise subscription may carry a negotiated service level agreement with service credits, as set out in its signed agreement or order form.
5.8 Cancellation
You may cancel at any time. Cancellation takes effect at the end of the then-current billing period and access continues until then. Refunds are governed by our Refund Policy.
6. Free Tier and trials
6.1 Free Tier
The Free Tier is provided "as is", without warranty of any kind, without any service-level commitment, and with no guarantee of feature continuity. We may modify, limit, suspend or terminate the Free Tier, in whole or in part, at any time and without liability. Free Tier users do not have the contractual entitlements available to paying subscribers. We will give you a reasonable opportunity to export Your Content before terminating a Free Tier account other than for breach.
6.2 Trials and promotional offers
We may offer a free or discounted trial period on a paid Tier. Unless we state otherwise: a trial applies to the Tier only and not to any separately purchased programme or add-on; a valid payment method is required; and at the end of the trial the subscription continues automatically at the then-current price for the billing period you selected, unless you cancel before the trial ends. We will tell you before the trial ends. Promotional offers do not combine with one another unless we say so expressly.
7. User accounts
7.1 Registration
To access the Service you must create an account and provide accurate, current and complete information, and keep it up to date.
7.2 Security and authentication
You are responsible for the confidentiality of your credentials and for all activity under your account, and you must notify us promptly of any actual or suspected unauthorised use. The Service supports multi-factor authentication, and we strongly recommend that you enable and enforce it for all users.
7.3 Organisational accounts
If you create an account on behalf of an organisation, you agree that we may share account and usage information with that organisation's designated administrators, and that those administrators may control, suspend or remove your access.
7.4 Adviser and auditor access
Where your Tier provides for it, you may invite external advisers or your certification body to access defined parts of your account on a read-only basis. You are responsible for who you invite and for what they can see. Granting read-only access to an auditor does not constitute an audit, and Veritome is not a party to any engagement between you and your auditor, adviser or certification body.
8. Acceptable use
Your use of the Service is subject to the Acceptable Use Policy. Without limiting that policy, you agree not to use the Service to:
violate any applicable law or regulation;
infringe the intellectual property rights of others;
transmit malicious code or harmful content;
attempt to gain unauthorised access to our systems or to other accounts;
interfere with or disrupt the integrity or performance of the Service;
use the Service for any fraudulent or misleading purpose, including presenting Outputs as a certification, audit opinion or regulatory determination;
reverse engineer, decompile or disassemble the Service, except to the extent this restriction is prohibited by applicable law;
carry out penetration testing, vulnerability scanning or load testing without our prior written consent; or
resell, sublicense or provide the Service to third parties except under a written reseller or partner agreement with us.
9. Your Content and licence scope
9.1 What you own
You retain all ownership of Your Content — the data and inputs you submit, and the Outputs you generate using the Service in respect of the AI systems, processing activities and controls recorded in your account, including where those systems are provided or operated by a third party. You grant Veritome a limited, non-exclusive licence to host, store, process and display Your Content solely to provide, support and secure the Service for you.
9.2 What Veritome owns
The Service itself, the underlying obligations and controls engine, the templates and document structures as delivered, the user interface, and Aria's prompts and configuration remain the exclusive property of Veritome and its licensors. Your subscription grants you a non-exclusive, non-transferable right to access and use the Service during your term. For the avoidance of doubt: the data you put into a template is yours; the template as delivered is ours.
9.3 Feedback
If you give us suggestions or feedback about the Service, we may use them without restriction or obligation to you. We will not identify you as the source without your consent.
9.4 Service statistics
We may generate statistics about how the Service is used. Such statistics may only be used in a form that does not identify you, any of your users, any individual, or any of your AI systems, and may not be derived in a way that discloses Your Content. Nothing in this clause permits us to use Your Content to train any artificial intelligence model — see clause 11.3.
10. Intellectual property rights
The Service, including all software, content, designs, logos and documentation, is owned by Veritome or its licensors and protected by intellectual property laws. Except for the limited rights granted in clause 9, nothing in this Agreement grants you any right, title or interest in the Service.
Standards documents published by ISO, IEC, CEN, CENELEC, NSAI or other standards bodies are the copyright of those bodies and are not supplied with the Service. Where the Service refers to a standard, it does so by reference and in paraphrase. You are responsible for obtaining your own licensed copies of any standard you need.
11. AI features, Aria and AI-provider transparency
11.1 Nature of AI outputs
Certain features use artificial intelligence to generate suggestions, document drafts and classifications. These are provided as starting points for your review and are not legal, regulatory or professional advice. You are solely responsible for reviewing, verifying and approving all AI-generated content before any use or reliance.
11.2 AI providers and sub-processors
Aria responses are generated using third-party large language models hosted in the European Union. The current model providers, and all other sub-processors we use, are listed at veritome.eu/sub-processors. We will give you not less than 30 days' notice before adding or replacing a sub-processor, and you may object on reasonable data-protection grounds in accordance with the Data Processing Agreement.
Aria responses may contain errors, omissions, fabrications or outdated information. Each response is informational only. You must independently verify any factual, legal or regulatory statement made by Aria before acting on it.
11.3 No training on Your Content
We do not use Your Content to train our own or any third party's foundation models, and our agreements with our model providers prohibit them from doing so.
11.4 AI transparency
Aria is an artificial intelligence system and Veritome is its provider. You and your users are informed within the Service that you are interacting with an AI system. Content generated by the Service is identified as AI-generated within the Service and in the audit trail, so that a reviewer can tell what was drafted by a machine and what was written or approved by a person.
11.5 Availability of AI features
AI features depend on third-party services. They may be unavailable, degraded or withdrawn for reasons outside our control. AI features are not covered by any service-level commitment unless Schedule 1 says otherwise.
12. Outputs — status and reliance
OUTPUTS ARE INFORMATIONAL SCAFFOLDING — NOT A COMPLIANCE DETERMINATION.
Outputs generated by or through the Service — including classifications, risk assessments, completion and coverage metrics, generated documentation, Statements of Applicability, Aria responses and compliance dossiers — are informational scaffolding intended to assist your compliance work. Outputs do not constitute legal advice, do not represent a regulatory determination of compliance, do not constitute or evidence certification under any standard, and do not establish any safe harbour or defence with any authority, court, auditor, certification body or notified body.
You are solely responsible for:
verifying Outputs against current applicable law and the current text of any standard, including national implementing measures;
obtaining qualified professional advice before relying on any Output for a regulatory submission, attestation, certification, audit or material business decision; and
the accuracy and completeness of the inputs you provide to the Service.
Veritome makes no warranty that any Output will satisfy any regulator, court, auditor, notified body, certification body or other third party.
13. The Frameworks and your responsibilities
VERITOME IS A COMPLIANCE MANAGEMENT TOOL, NOT A LEGAL OR REGULATORY ADVISORY SERVICE.
The information, guidance and tools provided through the Service are for general informational purposes only and do not constitute legal, regulatory or professional advice. You should consult qualified legal and compliance professionals about your specific obligations. We do not guarantee that use of the Service will result in compliance with any Framework, or in certification under any standard.
13.1 EU AI Act
Obligations under Regulation (EU) 2024/1689 depend on your role in respect of each AI system, on the system's classification, and on how it is used. Providers placing AI systems on the EU market bear obligations including risk management, data governance, technical documentation, record-keeping, transparency, human oversight, accuracy and robustness, quality management, conformity assessment and registration. Deployers bear separate obligations, which may include human oversight, monitoring, input data quality, worker notification and fundamental rights impact assessment. An organisation may hold more than one role, and may hold different roles for different systems. The Service helps you record and document your work in either role. Ultimate responsibility remains with you.
13.2 GDPR
In respect of Personal Data that you put into the Service, you are the Controller and Veritome is a Processor, and the Data Processing Agreement applies. In respect of the account and billing data we hold about you, we are a Controller and our Privacy Policy applies. You are responsible for having a lawful basis for the Personal Data you process, for the accuracy of your records of processing, for carrying out and concluding any Data Protection Impact Assessment, and for responding to data subjects.
13.3 ISO/IEC 42001 and ISO/IEC 27001
The Service provides a workspace for building and maintaining a management system, including clause-level records, control sets, Statements of Applicability, internal audit planning and findings, corrective action and management review. Certification against either standard is granted only by an accredited certification body following its own audit. Veritome is not a certification body, does not audit you, and cannot certify you. Use of the Service does not guarantee a successful certification audit, and read-only access granted to your certification body is access, not an audit.
13.4 NIST AI Risk Management Framework
The NIST AI RMF is a voluntary framework published by a United States agency. It is not law in the European Union and confers no legal status. The Service supports it as a structuring tool only.
13.5 Your responsibilities
By using the Service you acknowledge and agree that:
you are solely responsible for determining the correct classification of your AI systems and the correct scope of any management system;
you must verify all generated documentation before any submission to authorities, certification bodies or customers;
you must maintain your own records as required by each applicable Framework;
you must implement actual technical and organisational measures — the Service only helps you record and track them;
you must engage independently with notified bodies, certification bodies and supervisory authorities; and
you are responsible for any required registration of AI systems in the EU database and for any notification or filing obligation.
13.6 Scope of assistance
The Service provides workflow tools, templates, registers and tracking features. It does not: (a) guarantee compliance or certification; (b) provide legal advice; (c) act as a notified body, certification body, auditor or authorised representative; (d) submit filings to regulatory authorities on your behalf; or (e) substitute for professional legal counsel.
14. Currency and accuracy of regulatory content
Templates, regulatory citations, control mappings and obligation mappings within the Service are maintained on a best-efforts basis against published EU, national and international sources. Veritome does not warrant that any specific Article, Recital, clause, control, guideline or mapping reflected in the Service represents the most current state of law or of any standard at the time of your use. The law, national implementing measures, harmonised standards and the standards themselves change. You remain responsible for confirming the current position with qualified counsel and against licensed copies of any standard.
Where the Service presents a mapping or a reuse of evidence between Frameworks, it also presents the basis for that mapping. A mapping is an aid to your assessment, not a substitute for it, and a mapped control is not an implemented control.
15. Confidentiality
15.1 Definition
"Confidential Information" means information disclosed by one party to the other, in any form, that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Your Content is your Confidential Information. The non-public elements of the Service, including the obligations and controls engine and Aria's prompts and configuration, are our Confidential Information.
15.2 Obligations
Each party will keep the other's Confidential Information confidential, use it only to perform this Agreement, protect it with at least the degree of care it uses for its own confidential information and in no case less than reasonable care, and disclose it only to those of its personnel, professional advisers and sub-processors who need it and who are bound by obligations no less protective than these.
15.3 Exceptions
These obligations do not apply to information that is or becomes public without breach of this Agreement, was lawfully known to the receiving party without obligation of confidence before disclosure, is lawfully received from a third party without obligation of confidence, or is independently developed without use of the other party's Confidential Information.
15.4 Compelled disclosure
A party may disclose Confidential Information to the extent required by law, regulation or court order, provided that, unless legally prohibited, it gives the other party prompt notice and reasonable assistance to seek protective treatment.
15.5 Duration
These obligations apply during the term and for five years afterwards, and indefinitely in respect of anything that constitutes a trade secret for so long as it remains one.
16. Security, hosting and personal data
16.1 Security measures
We will implement and maintain appropriate technical and organisational measures designed to protect Your Content against unauthorised or unlawful processing and against accidental loss, destruction or damage, having regard to the state of the art, the costs of implementation and the nature, scope, context and purposes of processing. A current description of those measures is available in the Data Processing Agreement.
16.2 Hosting and data location
Your Content is hosted within the European Economic Area. Our current hosting locations and sub-processors are listed at veritome.eu/sub-processors. We will give you not less than 30 days' notice before moving the hosting of Your Content outside the European Economic Area, and if we do so you may terminate your subscription and receive a refund of fees paid for the unexpired period.
16.3 Personal data
Our processing of Personal Data contained in Your Content is governed by the Data Processing Agreement, which sets out the subject matter, duration, nature and purpose of the processing, the types of Personal Data and categories of data subject, and the obligations required by Article 28(3) of the GDPR.
16.4 Security incidents
We will notify you without undue delay after becoming aware of a personal data breach affecting Your Content, in accordance with the Data Processing Agreement, and will provide the information reasonably required for you to meet your own notification obligations.
16.5 Your responsibilities
You are responsible for configuring access within your account appropriately, for enabling multi-factor authentication, for promptly removing users who leave your organisation, and for not submitting to the Service any special category personal data, payment card data or other sensitive data beyond what is necessary for the compliance work the Service supports.
17. Disclaimers and limitation of liability
17.1 Disclaimer of warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, CONTENT OR OUTPUTS PROVIDED THROUGH THE SERVICE.
17.2 Exclusion of indirect damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERITOME SHALL NOT BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS OR GOODWILL; (C) REGULATORY FINES, PENALTIES OR SANCTIONS IMPOSED ON YOU; (D) LOSS OR CORRUPTION OF DATA, EXCEPT TO THE EXTENT CAUSED BY OUR BREACH OF CLAUSE 16; OR (E) ANY DAMAGES ARISING FROM YOUR RELIANCE ON OUTPUTS, REGARDLESS OF THE THEORY OF LIABILITY.
17.3 Aggregate liability cap
SUBJECT TO CLAUSES 17.4 AND 17.5, VERITOME'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO VERITOME FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
17.4 Higher cap for intellectual property claims
Our liability under the indemnity in clause 19.2 is capped instead at the greater of (a) €25,000 and (b) 150% of the fees paid by you in the 12 months preceding the claim.
17.5 Liability that is not excluded
Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, and any liability under applicable product liability law. Subject to that, and to the caps above, Veritome accepts liability for breach of its confidentiality obligations under clause 15, breach of its security obligations under clause 16, and its own gross negligence or wilful misconduct.
17.6 What Veritome is not liable for
Veritome is not liable for: regulatory fines, penalties or sanctions imposed on you; your reliance on Outputs without the review this Agreement requires; the outcome of any audit, certification decision or regulatory assessment; outages or failures of third-party providers, including AI model providers; or your failure to obtain or apply qualified professional advice.
17.7 Allocation of risk
You acknowledge that the fees for the Service reflect the allocation of risk in this clause 17, and that we would not provide the Service on these prices without it.
18. Product liability
The parties acknowledge and agree that:
Service as a tool: the Service is a compliance management tool. Any compliance determination, classification or regulatory decision made using the Service remains your sole responsibility. The Service does not make autonomous compliance determinations on your behalf.
AI-assisted outputs: all AI-assisted features produce advisory Outputs only, requiring human review and approval before any reliance or submission. Veritome is not liable for harm resulting from your reliance on Outputs without appropriate human oversight.
Reasonable care: Veritome exercises reasonable skill and care in the design, development, testing and maintenance of the Service, including the timely remediation of security vulnerabilities.
Nothing in this Agreement limits or excludes any liability which cannot be limited or excluded under applicable product liability law.
19. Indemnities
19.1 Your indemnity
You will indemnify Veritome against any third-party claim, and any damages, losses, liabilities, costs and expenses (including reasonable legal fees) finally awarded or agreed in settlement, arising from (a) Your Content, (b) your breach of clause 8 or of the Acceptable Use Policy, or (c) your unlawful use of the Service. This indemnity does not apply to the extent the claim arises from a defect in the Service or from Veritome's own breach of this Agreement.
19.2 Veritome's indemnity
We will indemnify you against any third-party claim that the Service, as provided by us and used in accordance with this Agreement, infringes that third party's intellectual property rights, and against any damages finally awarded or agreed in settlement. If such a claim is made or is likely, we may at our option procure the right for you to continue using the Service, modify it so that it is non-infringing, or terminate the affected subscription and refund fees paid for the unexpired period. This indemnity does not apply to claims arising from Your Content, from modifications not made by us, or from use of the Service in combination with anything not supplied by us where the claim would not have arisen but for that combination.
19.3 Indemnity procedure
The party seeking indemnity must give the other prompt written notice of the claim, allow the indemnifying party to control the defence and settlement, and provide reasonable co-operation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that imposes liability or admits fault on the other party without its prior written consent, not to be unreasonably withheld. Failure to give prompt notice relieves the indemnifying party only to the extent it is prejudiced.
20. Term, termination and data export
20.1 Term
This Agreement begins when you first accept it and continues until all subscriptions under it have expired or been terminated.
20.2 Termination for convenience
Either party may terminate a subscription with effect from the end of the then-current billing period, in accordance with clause 5.8.
20.3 Termination for cause
Either party may terminate this Agreement immediately on written notice if the other materially breaches it and, where the breach is capable of remedy, fails to remedy it within 30 days of written notice; or if the other becomes insolvent, enters examinership, has a receiver or liquidator appointed, or ceases to carry on business.
20.4 Suspension
We may suspend your access immediately where required by law, where your use poses a security risk to the Service or to others, or in accordance with clause 5.5. We will restore access as soon as the cause is resolved.
20.5 Effect of termination
On expiry or termination your right to use the Service ceases. Fees accrued before termination remain payable.
20.6 Data export
For 30 days after expiry or termination you may export Your Content — including registers, classifications, documents, evidence records and audit logs — using the export tools in the Service or by request to us. On request within that period we will provide Your Content in a structured, commonly used, machine-readable format.
20.7 Deletion
After that 30-day period we may delete Your Content from active systems, and will do so within the retention period set out in the Data Processing Agreement, save where we are required by law to retain it.
20.8 Survival
Clauses 9, 10, 12, 13, 14, 15, 17, 18, 19, 20.5 to 20.8, 22 and 23, and any accrued payment obligation, survive termination.
21. Changes to this Agreement
We may modify this Agreement. We will notify you of material changes by email or by prominent notice in the Service at least 30 days before they take effect. If a material change is materially adverse to you and you notify us within 30 days of the notice, you may terminate your subscription with effect from the date the change takes effect and receive a refund of fees paid for the unexpired period. Schedule 1 may be updated as features and Tiers change, without re-papering this Agreement, provided such updates do not materially reduce a paid Tier's core functionality during a paid term. Your continued use after the effective date constitutes acceptance of the modified Agreement.
22. General
22.1 Assignment
You may not assign or transfer this Agreement without our prior written consent, not to be unreasonably withheld. We may assign this Agreement to an affiliate, or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets, on written notice to you.
22.2 Subcontracting
We may use subcontractors and sub-processors to provide the Service, and remain responsible for their performance. Sub-processing of Personal Data is governed by the Data Processing Agreement.
22.3 Force majeure
Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, industrial action, failure of public telecommunications or power networks, or acts of government. This does not excuse any obligation to pay. If such an event continues for more than 60 days, either party may terminate the affected subscription on written notice.
22.4 Notices
Notices to us must be sent to info@veritome.eu and, for notices of breach or termination, also by post to our registered office. Notices to you will be sent to the email address on your account or given by prominent notice in the Service. Notice by email is deemed given on the next business day after sending.
22.5 Entire agreement
This Agreement is the entire agreement between the parties in relation to the Service and supersedes all prior discussions, proposals and representations. Neither party has relied on any statement not set out in this Agreement. Nothing in this clause limits liability for fraudulent misrepresentation.
22.6 Severability, waiver and remedies
If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder continues in force. A failure or delay in exercising a right is not a waiver of it. Rights and remedies under this Agreement are cumulative.
22.7 No partnership or agency
Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.
22.8 Third parties
A person who is not a party to this Agreement has no right to enforce any of its terms.
22.9 Publicity
We will not use your name or logo in our marketing without your prior written consent. If you give consent, you may withdraw it on 30 days' written notice.
23. Governing law and jurisdiction
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, is governed by the laws of Ireland, without regard to conflict-of-law rules. The courts of Ireland have exclusive jurisdiction.
24. Contact and company information
Relay Labs Limited, trading as Veritome
A private company limited by shares, registered in Ireland