1. TERMS OF SERVICE

(Last updated 5 July 2025)

1. Parties & Acceptance

These Terms of Service (the “Terms”) form a binding contract between Norith, Reg. No. <xxxxxx-xxxx>, of Stockholm, Sweden (“Norith”, “we”, “our”), and the legal entity or individual (“Customer”, “you”) that (i) visits norith.ai or any sub-domain, or (ii) signs a proposal, statement-of-work (“SOW”), order form, or otherwise uses Norith’s automation products or professional services (collectively, the “Services”). By accessing the Services—or clicking any box indicating acceptance—you confirm that you have authority to bind the organisation on whose behalf you act and that you agree to be bound by these Terms.

2. Scope of Services

2.1 Automation Projects. We design, build, deploy, and maintain AI-powered workflows, custom agents, integrations, dashboards, and related deliverables (each a “Project”) described in an SOW signed by both parties.
2.2 Platform Access. If a Project includes hosted software, we grant you a non-exclusive, non-transferable licence to access that software during the subscription term solely for your internal business purposes.
2.3 Value-Based Fees. Unless an SOW states otherwise, fees are outcome-based: we invoice the percentage (%) or amount agreed in the SOW, calculated against the measurable results (e.g., hours saved, incremental revenue) delivered during each billing cycle. Invoices are due 30 days from date of issue. Late payments accrue 8 % per annum statutory default interest.
2.4 Change Requests. Scope, timeline, or metric changes require a written, mutually-signed change order.

3. Customer Obligations

You shall:
a) Provide timely access to data, systems, and personnel needed for the Project;
b) Ensure that all data supplied is accurate, lawful to process, and virus-free;
c) Obtain and maintain any third-party licences or consents required for integrations;
d) Use the Services only in compliance with applicable laws (including export-control and data-protection laws).

4. Intellectual Property & Licence

4.1 Pre-existing IP. Each party retains all rights in IP owned before the Project.
4.2 Deliverables. Upon full payment, Norith assigns to you all right, title, and interest in software code, workflow configurations, and documentation we expressly create for you under an SOW (“Deliverables”), excluding:
  • our underlying libraries, templates, and generic models (“Background Technology”); and
  • any third-party components released under their own licences.
We grant you a perpetual, worldwide licence to use Background Technology solely as embedded in the Deliverables.
4.3 Feedback. You grant Norith a royalty-free, irrevocable licence to use suggestions or feedback to improve our Services.

5. Confidentiality

Both parties must keep in strict confidence all non-public information disclosed under the Project (“Confidential Information”) and use it only to perform obligations under these Terms. Obligations survive five (5) years after disclosure (indefinitely for trade secrets).

6. Warranties & Disclaimers

6.1 Mutual Authority. Each party warrants it has full authority to enter these Terms.
6.2 Service Warranty. We warrant the Services will be delivered with commercially reasonable skill and care and, for bespoke software, materially conform to the SOW for 30 days after delivery. Your exclusive remedy for breach is re-performance or, if we cannot remedy within a reasonable time, a pro-rata refund of fees paid for the non-conforming portion.
6.3 AI-Specific Disclaimer. Machine-generated outputs may contain errors, bias, or hallucinations. You are responsible for reviewing and validating all outputs before relying on them for business or legal decisions.
6.4 No Other Warranties. Except as expressly stated, the Services are provided “as-is” without warranties of any kind.

7. Indemnities

7.1 By Norith. We will defend and indemnify you against third-party claims that Deliverables infringe intellectual-property rights, provided you promptly notify us and cooperate in the defence. We may (i) modify Deliverables, (ii) replace them, or (iii) refund prepaid fees for the affected portion.
7.2 By Customer. You will defend and indemnify Norith against claims arising from (a) data you provide that infringes IP or violates law, or (b) your misuse of the Services.

8. Limitation of Liability

Indirect Damages. Neither party is liable for lost profits, consequential, or punitive damages.
Cap. Each party’s aggregate liability under these Terms is limited to the greater of EUR 50 000 or the total fees paid or payable to Norith in the 12 months preceding the claim.
The above limits do not apply to (i) willful misconduct, (ii) breach of confidentiality, or (iii) indemnity obligations.

9. Term & Termination

9.1 Term. These Terms remain in force while you access the Services or an SOW is active.
9.2 Termination for Cause. Either party may terminate on 30 days’ written notice of a material breach if not cured within that period.
9.3 Effect. Upon termination: (a) all licences end, (b) you pay accrued fees, and (c) each party deletes Confidential Information on request (unless retention required by law).

10. Publicity

With your prior written consent, we may list your name and logo on our website and marketing materials to identify you as a customer and describe the solutions delivered.

11. Changes to These Terms

We may update these Terms to reflect legal or business changes. We will give at least 14 days’ notice (email or in-app). Continued use after the effective date constitutes acceptance.

12. Governing Law & Dispute Resolution

12.1 Law. These Terms are governed by the laws of Sweden, excluding conflict-of-laws rules.
12.2 Venue. Any dispute shall first be negotiated in good faith for 30 days. If unresolved, it will be finally settled by arbitration under the SCC Arbitration Rules in Stockholm, Sweden. Proceedings and award shall be confidential.

13. Miscellaneous

Entire Agreement | Order of Precedence (SOW > DPA > Terms > Privacy Policy) | Force Majeure | Assignment with consent | Severability | No Waiver.

14. Contact

Company: Norith (Enskild Firma)

Org.nr: 20060111-8599

VAT: SE060111859901

Address: Kapten Karlssons Väg 9, Sweden

Email: support@norith.ai