Terms of Service

Last updated: December 12, 2025

Please read these Terms of Service (the "Terms") and our Privacy Policy (the "Privacy Policy") carefully. They govern your ("Customer" or "you") access to and use of the software platform and related services provided by Nevis Wealth Technology Ltd ("Nevis," "we," or "us").

By creating an account, accessing or using the Services, you acknowledge that you have read and understood these Terms and the Privacy Policy and agree to be bound by them. If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and "Customer" and "you" refer to that entity.

1. Our Services

1.1 Services

Subject to these Terms and an applicable Order Form that references these Terms ("Order Form"), and subject to timely payment of all applicable fees, Nevis will provide Customer with access to: (a) a software platform for financial advisors, enabling Customer to automate workflows, manage data, and perform related tasks with the help of AI-driven tools (the "Platform"), and (b) any implementation, configuration, or other professional services expressly specified in the applicable Order Form. The Platform and such additional services are collectively referred to as the "Services".

1.2 No Financial Advice

The Nevis Platform is for informational and operational purposes only. Nevis does not provide financial, investment, legal, tax, or any other regulated advice. Nevis's AI-driven tools generate insights based on available data and predefined algorithms. These insights do not constitute financial, legal, investment, or tax advice. You acknowledge that AI-generated content may contain inaccuracies or biases, and you are responsible for how any output is used by you. You are solely responsible for complying with applicable legal and regulatory requirements, including those specific to providing financial or investment advisory services to your clients.

2. Changes to These Terms and the Services

2.1 Changes to these Terms

We may update these Terms from time to time at our sole discretion. We will notify you by posting the updated Terms on our website and updating the "Last updated" date. If we make material changes, we may also send you an email or other communication via our Services. Unless we state otherwise, the updated Terms will take effect as soon as they are posted and will apply to any use of the Services after that time. If you do not agree to the updated Terms, you must stop using the Services. Your continued access to or use of the Services after the updated Terms become effective constitutes your acceptance of the changes.

2.2 Changes to the Services

The Services are continually evolving. We may add, change, or remove features or functionality, or suspend or discontinue all or part of the Services, at any time at our sole discretion. If we make a change that materially reduces the core functionality of paid Services, we will use reasonable efforts to provide advance notice where practicable. Subject to any express commitments in an applicable Order Form, your sole remedy if you do not agree with a change to the Services is to stop using the Services and, if applicable, cancel your account.

3. Account Registration

3.1 Account Creation

You may need to create an account to use certain features. During registration, you agree to:

  • Provide accurate, current, and complete information;
  • Update your information promptly if it changes;
  • Maintain the confidentiality of your login credentials.

3.2 Account Security

You are responsible for all activities under your account. If you suspect any unauthorized use of your account, notify us immediately using the email specified in the Section 17 of these Terms. You are solely responsible for maintaining the security of your account. We are not liable for any losses from unauthorized use, except where prohibited by law.

3.3 Administrator Access

If you create an account on behalf of an organization, you may designate one or more administrators ("Administrators") responsible for managing the organization's authorized users. You are fully responsible for all actions taken by authorized users under your organization's account.

4. Fees and Payment

4.1 Fees

You will pay the fees for the Services (the "Fees") as specified in your Order Form or subscription plan. If fees are not specified in your Order Form, you will be charged in accordance with our standard pricing published on our website or otherwise communicated to you at the time of purchase. Your payment obligation is not contingent on the delivery of any future functionality or features and is not dependent on any statements or representations not expressly set out in these Terms or in an Order Form.

4.2 Billing and Payment

  • Payment Method: You authorize Nevis (or our third-party payment processor) to charge your provided payment method for all Fees when they are due, including any applicable taxes. For Customers who are approved by Nevis for invoicing, Fees are due within thirty (30) days of the invoice date unless a different payment period is specified in the applicable Order Form.
  • Late Payment: Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. If you fail to pay any amount when due, we may suspend your access to the Services until all overdue amounts are paid in full. We will provide at least 10 days' notice before suspending access for non-payment, unless we reasonably believe there is fraudulent activity. Suspension does not relieve you of your payment obligations.

4.3 Price Changes

We may change our fees at any time. For active subscriptions, price changes will take effect at the start of your next renewal term. We will provide you with at least 30 days' notice of any price increase.

4.4 Taxes

All fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase, except for taxes based on our net income. If we are required to collect or pay Taxes for which you are responsible, we will invoice you and you will pay that amount. You will provide us any information we reasonably request to determine our tax obligations.

4.5 No Refunds

All fees are non-refundable, except as expressly stated in these Terms or specified Order Form agreed to between the parties. If you terminate your subscription before the end of the current term, you remain obligated to pay all fees through the end of that term, and no refund will be provided for any unused portion of the subscription.

5. Term and Termination

5.1 Term

These Terms are effective as of the date you first access or use the Services and will continue until terminated in accordance with this Section 5. Your subscription to the Services will commence on the date specified in your Order Form or subscription plan and will continue for the initial subscription period specified therein (the "Initial Term").

5.2 Automatic Renewal

Unless you cancel your subscription before the end of the then-current term, or we terminate these Terms, your subscription will automatically renew for successive renewal periods (each, a "Renewal Term"), at our then-current rates. The Initial Term and any Renewal Terms are collectively referred to as the "Term."

5.3 Termination by Customer

You may terminate your subscription by contacting us at the email specified in the Section 17 of these Terms. Your termination will be effective at the end of the then-current subscription term. You will remain obligated to pay all fees through the end of the then-current term, and no refunds will be provided for any unused portion of your subscription, except as required by applicable law.

5.4 Termination or Suspension by Nevis

We may suspend or terminate your access to the Services if:

  • You breach any provision of these Terms and fail to cure such breach within five (5) business days of receiving written notice;
  • You fail to pay any fees when due and fail to cure such non-payment within ten (10) business days of receiving written notice;
  • Your use of the Services poses a security risk, could adversely impact our systems or other customers, or could subject us to liability;
  • You become the subject of insolvency, bankruptcy, receivership, liquidation, or similar proceedings; or
  • We are required to do so by court order or government request.

We may also terminate these Terms or discontinue the Services for convenience upon ninety (90) days' prior written notice to you.

5.5 Effect of Termination

Upon termination or expiration of these Terms:

  • All licenses and rights granted to you under these Terms will immediately terminate;
  • You must immediately cease all use of the Services and delete or destroy all copies of any Nevis materials in your possession;
  • You will remain obligated to pay all outstanding fees and charges incurred prior to termination;
  • You will have fourteen (14) days to export your Customer Data through the Services (if available). After fourteen (14) days, we may delete your Customer Data and will have no obligation to retain, provide, or return it, except as required by applicable law; and
  • Sections 4 (Fees and Payment), 8 (Intellectual Property), 9 (Confidentiality), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law and Dispute Resolution), and any other provisions that by their nature should survive, will survive termination or expiration of these Terms.

5.6 Data Deletion

Following the fourteen (14) day period in Section 5.5, we will delete your Customer Data in accordance with our standard data retention and deletion policies, except to the extent we are required to retain it by applicable law. Aggregated, anonymized, or de-identified data may be retained indefinitely.

5.7 No Refunds Upon Termination

Except as expressly stated in these Terms or the Order Form, or required by applicable law, termination or expiration of your subscription does not entitle you to any refund of fees already paid. If we terminate for convenience under Section 5.4, we will refund you a pro-rata portion of any prepaid fees for the unused portion of your subscription after the termination date.

6. Permitted Use and Prohibited Activities

6.1 License Grant

Subject to these Terms and any applicable Order Form, Nevis grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the applicable subscription term. You may permit your employees and authorized contractors to serve as authorized users, provided any use of the Service by such individuals will be for the sole benefit of the Customer.

6.2 Prohibited Activities

You agree not to:

  • Use the Services to violate any law, regulation, or the rights of any third party;
  • Reverse engineer, decompile or otherwise attempt to derive source code from the Platform;
  • Access or use the Platform to build a competitive product or service;
  • Use the Platform to submit, transmit, or display any content that is unlawful, harmful, harassing, or infringes any third party's intellectual property or privacy rights;
  • Use the Platform to send spam or unsolicited communications, or to collect personal data unlawfully;
  • Interfere with or disrupt the Platform (including any related servers or networks);
  • Resell or distribute the Services for unauthorized commercial purposes;
  • Sub-license or otherwise transfer its right to access or use the Services;
  • Use the Services after your subscription expires or is terminated.

Nevis reserves the right to suspend or terminate accounts or usage that violate these Terms.

7. Customer Data

7.1 Your Data

"Customer Data" means any information, content, or data that you or your authorized users upload, submit, make available or otherwise transmit to or through the Services, excluding Usage Data as defined in Section 8.4. You retain all ownership in your Customer Data.

7.2 License to Nevis

By submitting Customer Data, you grant Nevis a non-exclusive, worldwide, irrevocable, perpetual, royalty-free license to use, process, store, copy, and transmit Customer Data to:

  • Provide, maintain, and support the Services;
  • Fulfill our obligations under these Terms;
  • Comply with applicable law or court order; and
  • Train, test and improve the Services, provided that we may only use aggregated, de-identified, or anonymized data that does not identify you or any individual for such improvements.

We will not (i) disclose your Customer Data to other customers in an identifiable form, or (ii) use Customer Data to directly provide services to third parties.

We may use aggregated, anonymized, and de-identified information derived from Customer Data for any purpose, including to develop, improve, and commercialize our products and services. Such aggregated and anonymized data is not considered Customer Data and is owned by us.

7.3 Your Responsibilities

You represent and warrant that:

  • You have the right to provide the Customer Data and doing so does not violate any third-party rights or laws;
  • Customer Data does not contain any unlawful, offensive, or harmful content;
  • You have obtained any necessary consent from individuals whose data is included in the Customer Data (for example, call recordings).

7.4 Data Retrieval and Deletion

At any time during the Term, and upon reasonable notice, you may request a copy of your Customer Data. Nevis shall provide such data in a commonly used, machine-readable format (e.g., CSV, JSON) within a reasonable time. Upon termination or expiration of your subscription, you will have 14 days to export your Customer Data. After 14 days, we may delete your Customer Data and will have no obligation to retain or provide it, except as required by law. Deletion does not apply to aggregated or anonymized data, which we may retain indefinitely.

7.5 Information Security

We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Our current security practices are described in our Security Documentation, available upon request. We may update our security practices from time to time. In the event of a security incident involving unauthorized access to Customer Data, we will notify you in accordance with applicable law.

7.6 Confidentiality

We will treat Customer Data as your confidential information. We will not disclose Customer Data to any third party except: (a) to our employees, contractors, and service providers who need access to provide the Services and who are bound by confidentiality obligations; (b) with your consent; or (c) as required by law or court order. If we are compelled to disclose Customer Data by law, we will notify you where legally permitted.

8. Intellectual Property

8.1 Nevis IP

All software, technology, algorithms, AI models, text, trademarks, logos, designs, and other materials we make available as part of the Services (collectively, "Nevis IP") are owned by Nevis. This includes all modifications, enhancements, updates, and derivative works. The Services are licensed, not sold, to you. Except as expressly granted in these Terms, no license or other rights in Nevis IP are granted to you. You may not remove, alter, or obscure any copyright, trademark, or other proprietary notices.

8.2 Feedback

If you provide us with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), we may freely use, incorporate, modify, and commercialize such Feedback without restriction, obligation, or compensation to you. You irrevocably assign to us all right, title, and interest (including all intellectual property rights) in any Feedback you provide. Feedback is not treated as confidential.

8.3 Ownership of Output

As between you and Nevis, you own the reports, analyses, documents, and other materials generated through your use of the Services that are specifically derived from your Customer Data ("Output"). However, you acknowledge that:

  • Due to the nature of AI and machine learning, Output may not be unique, and the Services may generate identical or similar Output for other customers;
  • Nevis retains all rights in any Nevis IP embedded in or used to generate the Output;
  • Output generated for other customers is not considered your property or confidential information.

You grant us a non-exclusive, worldwide, irrevocable, perpetual, royalty-free license to use Output to provide, maintain, and improve the Services. We may use aggregated, anonymized, or de-identified data derived from Output for any purpose, including commercial purposes, without restriction.

8.4 Usage Data

We may collect data regarding your use of the Services, including usage patterns, performance metrics, feature adoption, logs, and telemetry relating to operation of the Services ("Usage Data"). We own all Usage Data and may use it to develop, improve, support, and operate the Services. We will not share Usage Data with third parties except (a) in aggregated or anonymized form that does not identify you, or (b) as required by law.

8.5 AI Training

We may use Customer Data, Output, and Usage Data to train, test, and improve our AI models and the Services, subject to the requirements in Section 7.2. We represent that we have implemented commercially reasonable processes to use training data in compliance with applicable intellectual property and data privacy laws.

9. Confidentiality

9.1 Protection of Customer Data

We will maintain the confidentiality of your Customer Data and will not disclose it to third parties except as permitted under Section 7 (Customer Data) or as required by law. Our use and protection of Customer Data is governed by these Terms and our Privacy Policy.

9.2 Separate NDA

If you and Nevis enter into a separate mutual non-disclosure agreement ("NDA"), the terms of that NDA will govern the treatment of confidential information exchanged between the parties. In the absence of a separate NDA, these Terms constitute the entire agreement regarding confidentiality.

9.3 Public Information

Except for Customer Data (which is governed by Section 7), information you provide to us is not treated as confidential unless covered by a separate NDA. This includes but is not limited to:

  • General business communications and inquiries;
  • Feedback and suggestions (governed by Section 8.2);
  • Support requests and technical discussions; and
  • Public-facing content such as testimonials or case studies you agree to provide.

9.4 Compelled Disclosure

If we are required by law, regulation, court order, or government request to disclose any information (including Customer Data), we will use commercially reasonable efforts to notify you in advance where legally permitted, so you may seek a protective order or other appropriate remedy.

9.5 Terms of Agreement

The parties agree to keep the specific pricing and commercial terms of any Order Form or subscription plan confidential and not disclose them to third parties, except: (a) to advisors, auditors, and service providers under confidentiality obligations; (b) as required by law; or (c) with the other party's consent.

10. Disclaimer of Warranties

10.1 AS-IS BASIS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

10.2 NO WARRANTIES

NEVIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.3 NO GUARANTEES

WE DO NOT WARRANT THAT:

  • THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
  • THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
  • THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR
  • ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED.

10.4 AI AND DATA DISCLAIMERS

WE SPECIFICALLY DISCLAIM ANY WARRANTY REGARDING:

  • THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY DATA, CONTENT, OR OUTPUT PROVIDED THROUGH THE SERVICES, INCLUDING AI-GENERATED CONTENT;
  • THE ABSENCE OF ERRORS, BIASES, OR INACCURACIES IN AI-GENERATED OUTPUTS; OR
  • THE SUITABILITY OF AI FEATURES FOR ANY PARTICULAR USE CASE, INCLUDING REGULATED OR HIGH-RISK APPLICATIONS.

YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT MAY CONTAIN INACCURACIES, ERRORS, OR BIASES, AND YOU ARE SOLELY RESPONSIBLE FOR VERIFYING AND VALIDATING ANY OUTPUT BEFORE RELYING ON IT. WE MAKE NO WARRANTIES REGARDING THE AI MODELS, ALGORITHMS, OR MACHINE LEARNING TECHNOLOGIES THEMSELVES, INCLUDING ANY WARRANTY OF ACCURACY, COMPLETENESS, FREEDOM FROM BIAS, OR SUITABILITY FOR ANY PARTICULAR PURPOSE.

10.5 THIRD-PARTY SERVICES

THE SERVICES MAY INTEGRATE WITH OR CONTAIN LINKS TO THIRD-PARTY SERVICES, APPLICATIONS, OR WEBSITES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. YOUR USE OF THIRD-PARTY SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THEIR TERMS AND CONDITIONS.

10.6 BETA FEATURES

ANY BETA, PILOT, PRE-RELEASE, OR EXPERIMENTAL FEATURES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES WHATSOEVER AND MAY BE DISCONTINUED AT ANY TIME WITHOUT NOTICE. WE ARE NOT LIABLE FOR ANY ISSUES ARISING FROM BETA SERVICES, AND YOUR USE OF THEM IS AT YOUR OWN RISK.

10.7 JURISDICTION-SPECIFIC RIGHTS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

11. Limitation of Liability

11.1 EXCLUSION OF INDIRECT DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 AGGREGATE LIABILITY CAP

EXCEPT AS SET FORTH IN SECTION 11.4 BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO NEVIS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID, THE LIABILITY CAP IS $500 (FIVE HUNDRED US DOLLARS).

11.3 SPECIFIC USE CASE DISCLAIMERS

YOU ACKNOWLEDGE AND AGREE THAT:

  • YOU ASSUME SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM USE OF THE SERVICES AND FOR ANY CONCLUSIONS, DECISIONS, OR ACTIONS TAKEN BASED ON OUTPUT FROM THE SERVICES;
  • WE HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS, OMISSIONS, INACCURACIES, OR BIASES IN ANY OUTPUT, DATA, OR AI-GENERATED CONTENT;
  • WE HAVE NO LIABILITY FOR ANY ACTIONS TAKEN BY YOU OR YOUR AUTHORIZED USERS BASED ON THE SERVICES; AND
  • THE SERVICES ARE NOT DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE SERVICES MEET YOUR NEEDS AND COMPLY WITH YOUR REGULATORY OBLIGATIONS.

11.4 EXCLUSIONS FROM LIABILITY CAPS

NOTHING IN THESE TERMS EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR:

  • DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE;
  • FRAUD OR FRAUDULENT MISREPRESENTATION;
  • GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;
  • YOUR PAYMENT OBLIGATIONS UNDER SECTION 4;
  • YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.1;
  • OUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.2; OR
  • ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

11.5 CLAIMS PERIOD

ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN TWELVE (12) MONTHS FROM THE DATE THE PARTY BRINGING THE CLAIM BECAME AWARE (OR REASONABLY SHOULD HAVE BECOME AWARE) OF THE FACTS GIVING RISE TO THE CLAIM, BUT IN NO EVENT MORE THAN SIX (6) MONTHS AFTER TERMINATION OR EXPIRATION OF YOUR SUBSCRIPTION. ANY CLAIMS NOT BROUGHT WITHIN THIS PERIOD ARE PERMANENTLY BARRED.

11.6 ESSENTIAL PURPOSE

YOU ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 11 ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND NEVIS, AND THAT NEVIS WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS. THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY IS SEVERABLE AND INDEPENDENT, AND WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT EVEN IF HELD UNENFORCEABLE.

11.7 ALLOCATION OF RISK

THE FEES CHARGED BY NEVIS REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. YOU ACKNOWLEDGE THAT NEVIS'S PRICING WOULD BE SIGNIFICANTLY HIGHER WITHOUT THESE LIMITATIONS.

12. Indemnification

12.1 Indemnification by Customer

You agree to defend, indemnify, and hold harmless Nevis, its affiliates, and their officers, directors, employees, contractors, and agents (collectively, "Nevis Indemnitees") from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • Your use of the Services in violation of these Terms or applicable law;
  • Your Customer Data or any claim that your Customer Data (or our use of it in accordance with these Terms) infringes, misappropriates, or violates any third-party intellectual property rights, privacy rights, or other rights;
  • Your breach of any representation, warranty, or obligation under these Terms;
  • Any Output that results from Customer Data that violates these Terms or that you knew or reasonably should have known would lead to infringing or unlawful Output; or
  • Your negligence, willful misconduct, or violation of applicable law.

12.2 Indemnification by Nevis

Nevis agrees to defend, indemnify, and hold harmless Customer, its affiliates, and their respective officers, directors, employees, and agents (collectively, "Customer Indemnitees") from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • Any claim that the Services, when used in accordance with these Terms, infringe or misappropriate any third-party intellectual property rights (patents, copyrights, trade secrets, or trademarks).

12.3 Exclusions from Nevis Indemnification

Nevis will have no indemnification obligation under Section 12.2 to the extent any claim arises from:

  • Modification of the Services by you or any third party not authorized by Nevis;
  • Use of the Services in combination with any third-party products, software, data, or services not provided or approved by Nevis, if the infringement would not have occurred without such combination;
  • Your Customer Data or Output derived from your Customer Data;
  • Your continued use of the Services after Nevis has notified you to discontinue use due to an infringement claim; or
  • Your use of the Services in violation of these Terms or applicable law.

12.4 Remedies for Infringement

If the Services are, or in Nevis's opinion are likely to be, subject to a third-party infringement claim, Nevis may, at its sole option and expense:

  • Procure the right for you to continue using the Services;
  • Replace or modify the Services to make them non-infringing while providing materially equivalent functionality; or
  • If neither is commercially reasonable, terminate the affected portion of the Services and refund you a pro-rata portion of any prepaid fees for the terminated Services covering the period after termination.

The remedies in this Section 12.4 are your sole and exclusive remedies for any third-party infringement claims.

12.5 Indemnification Procedures

The indemnification obligations under this Section 12 are conditioned upon the indemnified party (the "Indemnified Party"):

  • Promptly notifying the indemnifying party (the "Indemnifying Party") in writing of the claim (provided that failure to provide prompt notice will only relieve the Indemnifying Party of its obligations to the extent it is materially prejudiced by such delay);
  • Granting the Indemnifying Party sole control of the defense and settlement of the claim (provided that the Indemnifying Party may not settle any claim that imposes liability, cost, or obligation on the Indemnified Party without the Indemnified Party's prior written consent, which will not be unreasonably withheld); and
  • Providing the Indemnifying Party with reasonable cooperation and assistance in the defense of the claim, at the Indemnifying Party's expense.

The Indemnified Party may participate in the defense with its own counsel at its own expense.

12.6 Exclusive Remedy

THIS SECTION 12 SETS FORTH THE INDEMNIFYING PARTY'S SOLE LIABILITY AND THE INDEMNIFIED PARTY'S EXCLUSIVE REMEDY FOR THIRD-PARTY CLAIMS COVERED BY THIS INDEMNIFICATION.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms, and any dispute, claim, or controversy arising out of or relating to it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without giving effect to any choice-of-law or conflict-of-laws rules that would cause the laws of any other jurisdiction to apply.

13.2 Informal Dispute Resolution

Before filing any formal proceeding, the parties agree to attempt to resolve any dispute informally. The party raising the dispute will provide written notice to the other party describing the dispute and proposed resolution. The parties will then attempt in good faith to resolve the dispute through negotiation for at least thirty (30) days. If the dispute is not resolved within thirty (30) days, either party may proceed with formal dispute resolution.

13.3 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in New York, New York, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN COURT TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS.

The parties agree that arbitration shall be conducted on an individual basis only. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED.

13.4 Exclusive Forum; Consent to Jurisdiction

Subject to Sections 13.2 and 13.3, the Parties irrevocably agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the County of New York (Manhattan), New York. Each Party hereby (a) irrevocably consents to the personal and subject matter jurisdiction of such courts; (b) waives any objection to venue in those courts; and (c) waives any claim that such forum is inconvenient or improper.

13.5 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS.

13.6 Waiver of Class and Representative Actions

To the extent permitted by applicable law, the Parties agree that any dispute resolution proceeding, whether in court or otherwise, shall be conducted solely on an individual basis. The Parties expressly waive the right to litigate or resolve any dispute as a class, collective, consolidated, or representative action.

13.7 Legal Fees

If we are required to take legal action to enforce these Terms or collect fees owed, you agree to reimburse us for our reasonable legal fees, costs, and expenses, regardless of the outcome. In any other dispute, the prevailing party shall be entitled to recover its reasonable legal fees and costs.

14. Compliance with Laws

14.1 General Compliance

Each Party shall comply with all applicable laws, regulations, and governmental requirements in connection with its performance under these Terms, including privacy, data protection, export control, and anti-corruption laws.

14.2 Nevis Compliance

We will use commercially reasonable efforts to perform the Services in compliance with applicable laws. However, you acknowledge that regulatory requirements vary by jurisdiction and use case, and you are responsible for determining whether the Services are suitable for your specific regulatory environment and intended use.

14.3 Customer Compliance

You represent and warrant that you will: (a) use the Services in compliance with all applicable laws and regulations; (b) obtain all necessary consents, permissions, and authorizations to provide Customer Data to us; and (c) comply with all applicable professional, licensing, and regulatory requirements in your provision of services to your end clients. You are solely responsible for ensuring the Services are appropriate for your regulatory obligations and use cases.

14.4 Regulatory Disclaimers

The Services are not designed or intended for use in high-risk environments or for purposes that would require fail-safe performance, including but not limited to: (a) life support systems; (b) direct provision of regulated financial or investment advice without human review; (c) operation of nuclear facilities; or (d) air traffic control. You acknowledge that the Services, including any AI features, are tools to assist your professional judgment and do not replace your independent analysis, due diligence, or professional responsibilities.

You are solely responsible for: (i) determining whether your use of the Services complies with applicable professional standards and regulatory requirements; (ii) maintaining appropriate supervision, review, and controls over your use of the Services; and (iii) ensuring any advice or recommendations you provide to your clients based on the Services meet all applicable legal and regulatory requirements.

14.5 Sanctions and Restricted Parties

You represent and warrant that you, your organization, and your end users: (a) are not identified on any government list of prohibited or restricted parties (including the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List); (b) are not located in, organized under the laws of, or owned or controlled by persons or entities in any country or territory subject to comprehensive sanctions; and (c) will not use the Services in violation of any trade sanctions, export control laws, or anti-money laundering regulations. We reserve the right to suspend or terminate your access immediately if we determine you may be subject to such restrictions.

15. Publicity

15.1 Use of Customer Name and Logo

You grant us a non-exclusive, royalty-free, worldwide license to use your name, logo, and trademarks to identify you as a customer of the Services in our marketing materials, website, customer lists, presentations, and other promotional materials. We will comply with any usage guidelines you provide to us.

15.2 Opt-Out

If you do not wish for us to use your name or logo, you may opt out by emailing us at the email specified in the Section 17 of these Terms. Upon receipt of your opt-out request, we will cease using your name and logo in new materials. We will use commercially reasonable efforts to remove your name and logo from existing materials, but you acknowledge that immediate removal from all materials may not be feasible.

15.3 Customer Testimonials and Case Studies

We may request your participation in testimonials, case studies, press releases, or other promotional activities. Any such participation will require your prior written approval for the specific content and use.

16. Entire Agreement and Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Order Form or subscription plan you purchase, constitute the entire agreement between you and Nevis regarding your use of the Platform and Services. They supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

16.2 Severability

If any provision of these Terms is held unenforceable, the remainder will continue in full force and effect.

16.3 Waiver

No failure or delay by Nevis in exercising any right shall be deemed a waiver of that or any other right. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

16.4 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without our prior written consent, and any attempted assignment without consent will be void. We may freely assign or transfer these Terms without restriction, including to an affiliate, subsidiary, or in connection with any merger, acquisition, reorganization, or sale of all or substantially all of our assets.

16.5 Relationship of Parties

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or franchising relationship between the parties. Neither party has any authority to bind the other or incur any obligation on the other's behalf without prior written consent. Each party will be solely responsible for all costs and expenses it incurs in performing under these Terms.

16.6 Electronic Communications

You consent to receive electronic communications (e.g., emails, notifications) regarding these Terms and the Services.

16.7 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, epidemics, pandemics, government actions, labor disputes, utility failures, internet disruptions, or denial-of-service attacks. The affected party will notify the other party promptly and use commercially reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Services upon written notice.

16.8 Export Compliance

The Services and related technology are subject to U.S. export control laws and regulations. You represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or trade sanctions; (b) you are not identified on any U.S. government list of prohibited or restricted parties; and (c) you will not use the Services in violation of any export control or trade sanctions laws or regulations. You will not access or use the Services if you are subject to such restrictions.

16.9 Interpretation

The headings and captions in these Terms are for convenience only and will not affect the interpretation of these Terms. The words "include," "includes," and "including" will be deemed to be followed by "without limitation." Any ambiguity in these Terms will not be construed against the drafting party. References to "writing" or "written" include email and electronic communications.

16.10 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights. Only you and Nevis (and our respective successors and permitted assigns) may enforce these Terms.

17. Contact Us

If you have any questions or concerns about these Terms or the Services, contact us at:

Nevis Wealth Technology Ltd
9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN
Email: support@neviswealth.com
Website: https://www.neviswealth.com