Terms of Service

Version 1.0 | Effective 2026-06-30

Carina Aiva - Terms of Service

Version: 1.0 Effective date: 2026-06-30 Last updated: 2026-06-30

IMPORTANT: READ THESE TERMS CAREFULLY BEFORE USING CARINA AIVA. BY CLICKING "I AGREE", COMPLETING REGISTRATION, OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

1. Definitions

In these Terms:

"Agreement" means these Terms of Service together with any Order Form, the Privacy Policy, and the Data Processing Agreement (where applicable).

"Carina Aiva" or "the Service" means the AI-powered enterprise platform made available by Verlox Ltd at app.carinaai.uk and via any associated APIs, mobile applications, or integrations.

"Customer" means the company or individual who registers for and uses the Service. Where the Customer is a company, "Customer" includes that company's authorised employees and agents who access the Service under the Customer's account.

"Customer Data" means any data, content, or materials uploaded to or processed through the Service by the Customer or on the Customer's behalf.

"Order Form" means any written or electronic agreement specifying the Subscription plan, fees, and any additional terms agreed between Verlox Ltd and the Customer.

"Subscription" means the right to access and use the Service for the term and scope specified in the applicable plan or Order Form.

"Verlox Ltd", "we", "us", or "our" means Verlox Limited, a company incorporated in England and Wales (company number: [TO BE INSERTED]), whose registered address is [TO BE INSERTED].

2. The Service

Verlox Ltd provides Carina Aiva, an enterprise AI platform offering AI-assisted workflows, multi-tenant workspace management, integrations, security monitoring, and related features as described at carinaai.uk and updated from time to time.

We reserve the right to modify, add, or remove features of the Service at any time. Where a change materially reduces functionality, we will give Customers at least 30 days' notice.

3. Account Registration

3.1 To use the Service, the Customer must register for an account and provide accurate, complete information. The Customer is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under the account.

3.2 Accounts may not be shared between individuals. Each user must have their own login. The number of permitted users is governed by the Customer's Subscription plan.

3.3 The Customer must promptly notify us at [email protected] if they suspect unauthorised access to their account.

3.4 We may suspend or terminate an account where we reasonably believe the account has been compromised or is being used fraudulently.

4. Subscription and Payment

4.1 Plans. The Service is offered under Subscription plans with pricing and features described at carinaai.uk/pricing. The Customer's plan is confirmed in the Order Form or at the point of registration.

4.2 Fees. The Customer agrees to pay all fees specified in their plan or Order Form. Fees are stated exclusive of VAT. VAT will be added where applicable.

4.3 Billing cycle. Fees are billed in advance, monthly or annually as selected by the Customer. Invoices are issued at the start of each billing cycle.

4.4 Payment. Payment is collected by direct debit or card via our payment processor (Stripe). By subscribing, the Customer authorises recurring charges to the nominated payment method.

4.5 Late payment. Where fees remain unpaid 14 days after the invoice due date, we may suspend access to the Service until payment is received. Interest on overdue amounts accrues at 8% per annum above the Bank of England base rate (Late Payment of Commercial Debts (Interest) Act 1998).

4.6 No refunds. Except as expressly stated in Section 11 (Termination) or required by law, all fees are non-refundable. Downgrades or early cancellation do not entitle the Customer to a refund of prepaid fees.

4.7 Price changes. We may change Subscription fees at any time. We will give the Customer at least 30 days' written notice before a price increase takes effect. Continued use of the Service after the effective date of a price change constitutes acceptance.

5. Permitted Use and Restrictions

5.1 Licence. Subject to the terms of this Agreement and payment of all fees, Verlox Ltd grants the Customer a non-exclusive, non-transferable, limited licence to access and use the Service during the Subscription term for the Customer's own internal business purposes.

5.2 Restrictions. The Customer must not:

(a) resell, sublicense, or provide access to the Service to any third party except as expressly permitted in the Customer's plan;

(b) reverse engineer, decompile, or attempt to derive the source code of the Service;

(d) use the Service to transmit or store malicious code, conduct denial-of-service attacks, or attempt to gain unauthorised access to any system;

(e) use the Service to generate, distribute, or store content that is defamatory, obscene, or otherwise unlawful;

(f) remove or obscure any proprietary notices on the Service;

(g) use the Service in any way that could damage, disable, or impair the Service or interfere with other customers' use of it.

5.3 Authorised use of security features. Where the Service includes security monitoring or analysis tools, those tools must only be used on systems and data for which the Customer has lawful authority. The Customer must not use security features to access, scan, or monitor any system without the express authorisation of the system owner.

5.4 Compliance with laws. The Customer is solely responsible for ensuring that its use of the Service complies with all applicable laws and regulations, including data protection laws, export control laws, and sector-specific regulations.

6. Customer Data

6.1 Ownership. The Customer retains all rights, title, and interest in Customer Data. Verlox Ltd does not claim ownership of Customer Data.

6.2 Licence to process. The Customer grants Verlox Ltd a limited, non-exclusive licence to process Customer Data solely for the purpose of providing the Service. This licence ends when the Customer's Subscription is terminated.

6.3 Responsibility for data. The Customer is solely responsible for the accuracy, legality, and appropriateness of Customer Data. Verlox Ltd is not responsible for any errors or issues arising from Customer Data.

6.4 Data on termination. Following termination of the Subscription, Customer Data is retained for 30 days. The Customer may request an export of their data before or during this period. After 30 days, Customer Data will be permanently deleted from our systems.

7. Intellectual Property

7.1 Verlox Ltd IP. The Service, including all software, designs, trademarks, and documentation, is owned by Verlox Ltd or its licensors. Nothing in this Agreement transfers ownership of any Verlox Ltd intellectual property to the Customer.

7.2 Feedback. If the Customer provides feedback, suggestions, or ideas relating to the Service, the Customer grants Verlox Ltd a perpetual, royalty-free, irrevocable licence to use that feedback for any purpose without obligation to the Customer.

7.3 Usage data. Verlox Ltd may collect and use aggregated, anonymised usage data derived from the Customer's use of the Service to improve the Service and for analytics purposes. Such data will not identify the Customer or any individual.

8. Confidentiality

8.1 Each party may receive confidential information of the other party in connection with this Agreement ("Confidential Information"). Confidential Information means any information marked as confidential or which a reasonable person would understand to be confidential, including the terms of this Agreement, technical specifications, business plans, and Customer Data.

8.2 Each party agrees to: (a) hold the other party's Confidential Information in confidence; (b) not disclose it to any third party without prior written consent; and (c) use it only for the purposes of this Agreement.

8.3 Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) must be disclosed by law or regulatory requirement (in which case the receiving party will give prompt notice where permitted).

9. Data Protection

9.1 Each party will comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

9.2 Verlox Ltd's collection and use of personal data relating to Customers and their personnel is described in the Privacy Policy at carinaai.uk/legal/privacy.

9.3 Where the Customer uses the Service to process personal data on behalf of its own customers or data subjects, the parties agree to the Data Processing Agreement at carinaai.uk/legal/dpa, which is incorporated into this Agreement by reference.

10. Warranties and Disclaimers

10.1 Verlox Ltd warrants that: (a) the Service will perform materially in accordance with its documentation; and (b) it will take reasonable technical and organisational measures to protect Customer Data (as further described in the DPA).

10.2 Disclaimer. Except as expressly stated in Section 10.1, the Service is provided "as is". To the fullest extent permitted by law, Verlox Ltd disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be error-free or uninterrupted.

10.3 AI output disclaimer. The Service incorporates AI and machine learning features. AI-generated output may be inaccurate, incomplete, or unsuitable for a given purpose. The Customer is solely responsible for reviewing and verifying AI-generated output before relying on it for any business decision.

11. Limitation of Liability

11.1 Cap. To the fullest extent permitted by law, Verlox Ltd's total liability to the Customer arising out of or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) will not exceed the total fees paid by the Customer to Verlox Ltd in the 12 months immediately preceding the event giving rise to the claim.

11.2 Exclusions. Neither party will be liable to the other for any: (a) loss of profits; (b) loss of revenue; (c) loss of data; (d) loss of goodwill; (e) indirect, incidental, special, or consequential loss; even if advised of the possibility of such losses.

11.3 Exceptions. Nothing in this Agreement limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by English law.

12. Indemnification

The Customer agrees to indemnify and hold harmless Verlox Ltd and its directors, employees, and agents from and against any claims, damages, losses, and costs (including reasonable legal fees) arising out of or relating to: (a) the Customer's use of the Service in violation of this Agreement; (b) Customer Data, including any claim that Customer Data infringes the rights of a third party; or (c) the Customer's violation of any applicable law.

13. Term and Termination

13.1 Term. This Agreement commences on the date the Customer first registers for the Service and continues until the Subscription is cancelled or terminated.

13.2 Cancellation by Customer. The Customer may cancel their Subscription at any time via account settings or by contacting [email protected]. Cancellation takes effect at the end of the current billing cycle. No refund is given for unused time in the current cycle.

13.3 Termination for cause. Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within 14 days of receiving written notice; or (b) becomes insolvent, enters administration, or ceases trading.

13.4 Termination by Verlox Ltd. We may suspend or terminate the Customer's access to the Service immediately if we reasonably determine that the Customer has violated Section 5 (Permitted Use and Restrictions) or is engaged in fraudulent activity.

13.5 Effect of termination. On termination: (a) all licences granted under this Agreement cease; (b) the Customer must cease all use of the Service; and (c) Customer Data will be handled as described in Section 6.4.

14. Changes to These Terms

We may update these Terms from time to time. Where a change is material, we will notify the Customer by email or in-app notice at least 30 days before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. Where a Customer does not accept a material change, they may terminate the Subscription before the effective date and receive a pro-rata refund of prepaid fees for the unused period.

15. General

15.1 Governing law. This Agreement is governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.

15.2 Entire agreement. This Agreement, together with any Order Form, the Privacy Policy, and the DPA, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings.

15.3 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

15.4 No waiver. Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future.

15.5 Assignment. The Customer may not assign or transfer this Agreement or any rights under it without Verlox Ltd's prior written consent. Verlox Ltd may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.6 Notices. Notices under this Agreement must be in writing and sent to:

Verlox Ltd: [email protected]
Customer: the email address registered with the account.

15.7 Force majeure. Neither party is liable for failure to perform obligations due to causes beyond their reasonable control, including natural disasters, government actions, internet outages, or third-party service failures, provided the affected party promptly notifies the other and takes reasonable steps to resume performance.

Contact

Verlox Ltd Email: [email protected] Support: [email protected] Website: carinaai.uk

These Terms require legal review by a qualified UK solicitor before publication. Version 1.0 draft prepared 2026-06-30.