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Terms of Service

Nitivai Platform - Beta Programme

Version: 1.1 Effective Date: April 2026 Issued by: Nivaya Technologies (Pty) Ltd Registered in South Africa

Agreement Overview

These Terms of Service ('Terms') constitute a legally binding agreement between your organisation ('Customer', 'you', 'your') and Nivaya Technologies (Pty) Ltd ('Nivaya Technologies', 'we', 'us', 'our'), a company incorporated in South Africa, regarding your use of the Nitivai AI governance certification platform and associated services.

By registering for or using Nitivai, you confirm that you have the authority to bind your organisation to these Terms, and that your organisation agrees to be bound by them. If you do not have that authority, or if your organisation does not agree to these Terms, you must not use Nitivai.

1. Beta Programme

1.1 Beta Status

Nitivai is currently offered as a beta product. This means:

• The platform is functional but may contain bugs, errors, or incomplete features
• Features may change, be added, modified, or removed without prior notice during the beta period
• Service availability may be interrupted for maintenance, upgrades, or unplanned downtime
• Assessment scores, framework readiness scores, and findings are provided as estimates based on evidence collected - they are not legally binding certifications for regulatory compliance purposes
• The beta programme is offered free of charge. Nivaya Technologies reserves the right to introduce paid pricing after the beta period, with reasonable notice.

1.2 Beta Feedback

By participating in the beta programme, you agree to provide feedback when requested. Your feedback may be used to improve the platform. You grant Nivaya Technologies a non-exclusive, royalty-free licence to use feedback for product improvement purposes. We will not attribute feedback to you or your organisation without your consent.

1.3 Data During Beta

During the beta period, we may perform database migrations or platform updates that could result in temporary service interruption. We will provide at least 48 hours' notice before any planned maintenance that may affect your data and provide you with an opportunity to export your data beforehand. We recommend exporting your assessment results regularly during the beta period.

2. The Nitivai Service

2.1 What Nitivai Provides

Nitivai is an AI governance certification platform that:

• Collects evidence of AI governance practices from your connected tools and the Nitivai Agent
• Assesses that evidence against the NIVAI-AGF (AI Governance Framework) standard - 116 controls across 18 domains
• Produces an AI governance score, control-by-control findings, and remediation guidance
• Issues the Nivaya Certified badge when all five certification gates are met and a NIVAI assessor countersigns the assessment
• Provides framework readiness reports indicating estimated readiness against ISO 42001, NIST AI RMF, EU AI Act, SOC 2, and ISO 27001

2.2 What Nitivai Is Not

The following limitations apply and you acknowledge them:

• Nitivai is not a legal or compliance advisory service. Nothing in Nitivai's outputs constitutes legal advice.
• Nitivai's framework readiness scores (ISO 42001, NIST AI RMF, EU AI Act, SOC 2, ISO 27001) are estimates derived from NIVAI-AGF control mappings. They are not substitutes for formal certification audits conducted by accredited external auditors.
• Achieving a passing Nitivai score does not guarantee regulatory compliance, certification by any external body, or protection from regulatory enforcement action.
• The Nivaya Certified badge certifies AI governance maturity as assessed against the NIVAI-AGF standard only. It is not a legally mandated certification under any regulation. It does not replace or constitute certification under ISO 42001, SOC 2, ISO 27001, or any other framework.
• Nitivai is not a data loss prevention tool, security operations centre, or real-time threat detection system.

3. Your Data

3.1 Ownership

All data you provide to Nitivai - including connector credentials, agent telemetry, uploaded documents, register entries, and assessment results - belongs to you. Nivaya Technologies does not claim any ownership or intellectual property rights in your data.

3.2 Licence to Process

You grant Nivaya Technologies a limited, non-exclusive licence to process your data solely for the purpose of delivering the Nitivai service as described in these Terms and our Privacy Policy. This licence terminates when you close your account or we delete your data.

3.3 No AI Training

Nivaya Technologies will never use your data to train AI models. Document evaluation uses Anthropic's Claude API under an enterprise agreement that contractually excludes use of API inputs for model training, as confirmed in Anthropic's usage policies.

3.4 Data Deletion

When you close your account, we will delete all your data within 30 days of account closure. You may request deletion at any time by contacting privacy@nitivai.com. Billing records may be retained for the period required by South African tax law (7 years).

3.5 Data Processing Agreement

Where applicable under GDPR or POPIA, a Data Processing Agreement (DPA) governs our processing of personal data on your behalf. The DPA supplements these Terms and is incorporated by reference. You accept the DPA when you accept these Terms. If there is a conflict between the DPA and these Terms regarding data processing, the DPA governs.

4. Connector Access and the Nitivai Agent

4.1 Connector Access

You grant Nitivai read-only access to your connected tools for the purpose of collecting governance evidence. You are responsible for ensuring you have the authority to grant this access and that doing so complies with your agreements with those tool providers.

4.2 Nitivai Agent Deployment

If you deploy the Nitivai Agent, you are responsible for:

• Obtaining all necessary consents and completing all required disclosures to employees whose machines the Agent will be installed on
• Ensuring the Agent deployment complies with applicable employment law and data protection law in your jurisdiction
• Providing employees with the required disclosure notice (available from Nitivai's document templates) before deployment
• Maintaining records of Agent deployment and employee disclosures
• Considering the privacy implications of deploying the Agent in departments with fewer than three individuals, where department-level data may effectively identify individual employees

Nivaya Technologies will process Agent telemetry data on your behalf as a data processor under your instructions.

5. Acceptable Use

You agree to use Nitivai only for lawful purposes and in accordance with these Terms. You must not:

• Use Nitivai to store, process, or transmit data that violates applicable laws or regulations
• Attempt to reverse engineer, decompile, or disassemble the Nitivai platform
• Use automated tools to scrape, extract, or copy data from Nitivai without authorisation
• Share your account credentials with third parties
• Attempt to access another organisation's data
• Use Nitivai to evaluate organisations other than your own without separate agreement with Nivaya Technologies
• Misrepresent your Nitivai score or Nivaya Certified status
• Deploy the Nitivai Agent on devices belonging to individuals who have not been given the required disclosure notice under clause 4.2

6. Intellectual Property

6.1 Nivaya Technologies IP

Nivaya Technologies owns all intellectual property rights in the Nitivai platform, including the software, NIVAI-AGF standard, NIVAI brand and certification marks (Nivaya Certified, NIVAI), and all associated documentation. These Terms grant you a limited right to use the platform. No ownership rights are transferred.

6.2 Nivaya Certified Badge

The Nivaya Certified badge and associated marks are trademarks of Nivaya Technologies. Trademark applications are being prepared for filing in South Africa. You may display the Nivaya Certified badge only while your certification is current and only in accordance with our brand guidelines. Your right to display the badge terminates immediately if your certification lapses.

6.3 NIVAI-AGF Standard

The NIVAI-AGF standard is published publicly at nivai.org under the terms stated there. Nitivai uses the NIVAI-AGF standard to assess your organisation. The standard itself is not proprietary to your use of Nitivai.

7. Confidentiality

Each party may receive confidential information from the other. Both parties agree to:

• Keep confidential information secret and not disclose it to third parties without consent
• Use confidential information only for the purposes of these Terms
• Apply at least the same level of protection to the other party's confidential information as they apply to their own

Your assessment findings, security posture, and governance gaps are confidential information belonging to you. Nivaya Technologies will not disclose these to any third party without your explicit written consent.

8. Limitation of Liability

8.1 Disclaimer of Warranties

Nitivai is provided 'as is' and 'as available', particularly during the beta period. Nivaya Technologies makes no warranty that the platform will be error-free, that assessment scores will be completely accurate, or that the platform will meet every specific compliance requirement in every jurisdiction.

8.2 Limitation

To the maximum extent permitted by applicable law, Nivaya Technologies' total liability to you for any claim arising from or related to these Terms or the Nitivai service will not exceed the amount you paid for the service in the three months preceding the claim. During the free beta period, this amount is zero for claims arising from platform deficiencies, except where liability cannot be limited by law.

8.3 Exclusions

Nothing in these Terms limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; liability for Personal Data breaches caused by Nivaya Technologies' negligence or wilful misconduct; any liability that cannot be excluded by law.

9. Termination

Either party may terminate these Terms at any time by closing the account (you) or by written notice (Nivaya Technologies). On termination:

• Your access to Nitivai will cease immediately
• You will have 30 days to export your data
• After 30 days, your data will be permanently deleted
• Any Nivaya Certified badges will be marked as lapsed

Nivaya Technologies may suspend or terminate your account immediately for material breach of these Terms, particularly regarding acceptable use obligations or misuse of the platform.

10. Governing Law and Disputes

These Terms are governed by the laws of the Republic of South Africa.

For customers in the EU or UK, mandatory data protection rights under GDPR or UK GDPR, and any mandatory consumer protections applicable to B2B relationships under EU or UK law, are not affected by this choice of law clause.

Any disputes that cannot be resolved amicably within 30 days will be subject to the exclusive jurisdiction of the courts of South Africa, except where mandatory local law grants the customer the right to bring proceedings in their own jurisdiction.

11. Changes to These Terms

These Terms may be updated from time to time. During the beta period, we will notify you by email at least 7 days before making material changes. After the beta period, we will provide at least 30 days' notice. If you do not agree with the changes, you may terminate your account and request data deletion. The current version is always available at nitivai.com/terms.

12. Contact

These Terms of Service were last updated: April 2026. Version 1.1.