Terms of Service

Interim policy, pending final legal review. This is a good-faith interim version. Questions: [email protected]

1. Agreeing to these Terms

These Terms of Service ("Terms") are a binding agreement between you (the "Merchant", "you") and The Growth Locker FZC, SPC Freezone, Sharjah, UAE, operator of Cervito ("Cervito", "we"). You accept them when you create an account, click to accept, connect a store, or use the service, whichever happens first. If you accept on behalf of a company, you confirm you are authorised to bind it. The version date is shown above; the version in force when you accept (or renew) governs until updated under section 13.

2. Your right to use Cervito

Subject to these Terms and to paying the agreed fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Cervito service for your own business, on stores you own or are authorised to operate, for the duration of your subscription. We retain all other rights. This is a right to use a hosted service: no software is licensed to you to copy, modify, host, or distribute.

3. Acceptable use and your responsibilities

Acceptable use. You will not, and will not allow anyone to: (a) access another merchant's data or defeat our tenant isolation; (b) probe, scan, overload, rate-flood, or disrupt the service; (c) reverse-engineer, decompile, or copy the service except as the law expressly permits; (d) resell or sublicense the service without our written agreement; (e) use it to process unlawful, infringing, or harmful content, or to deceive consumers unlawfully; or (f) use automated means to extract data beyond your own.

Running the associate on your store. You are responsible for: keeping your catalog, pricing, inventory, and policies accurate (the associate answers from what your store contains); deploying the associate lawfully, including providing any AI/automated-interaction disclosures, cookie consent, and marketing consent your shoppers' jurisdiction requires; not directing the associate at children where children's-data rules apply; and the conduct of users you invite.

Fair use. The service is sold by traffic/usage tier. To protect service quality and control cost, we may apply reasonable usage limits and may throttle or pause AI responses for a store that materially exceeds its tier or shows abusive/looping traffic. We will tell you and discuss the right tier before lasting action, except where immediate action is needed to protect the service or other merchants.

4. Compliance with trade laws

You represent that you, your business, and your owners are not subject to economic or trade sanctions and are not on any restricted- or denied-party list under applicable UAE, US, UK, or EU law, and that you will not use the service from or for the benefit of a comprehensively sanctioned territory or person. Because we rely on US-based technology providers, we may suspend the service where continued provision would breach applicable sanctions or export-control laws.

5. Fees, currency, billing and tax

Fees. Cervito is sold on a subscription basis by plan/traffic tier. The price for your store is confirmed in writing before any charge. Prices are stated and contractually owed in euros (EUR). Any bank, card, or currency-conversion charges are yours.

Invoicing & payment. Fees are invoiced and paid by the method we agree (currently bank transfer / direct invoicing). Unless agreed otherwise, fees are payable in advance for each billing period and are due within 14 days of the invoice date.

Late or non-payment. If an invoice is overdue, we may, after reasonable notice, suspend or limit access until payment is received, and may charge reasonable interest where the law allows. Suspension does not relieve you of accrued fees.

Refunds. Except where required by law or expressly stated, fees are non-refundable, including for partial periods. If you cancel, you keep access through the end of the period you have paid for.

Taxes. All fees are exclusive of taxes. You are responsible for any sales, use, VAT, GST, withholding, or similar taxes, other than taxes on our net income.

• EU/EEA business customers: our services are electronically supplied services; where you are a VAT-registered EU business, the reverse charge applies: we invoice without VAT and you account for it in your country. You must provide a valid VAT identification number; if you do not, we may treat the supply as taxable and charge the applicable VAT.
• UK customers: equivalent reverse-charge / VAT treatment applies under UK rules.
• UAE customers: UAE VAT is added where applicable.

6. Free trial, renewal, cancellation

Free trial. We may offer a 14-day free trial. Unless we tell you otherwise in writing, your trial does not auto-convert to a paid plan: we confirm your plan and price in writing before any charge.

Term & renewal. Monthly plans renew monthly; annual plans renew annually, unless cancelled before the renewal date. We make renewal terms and any annual discount clear before you commit.

Cancellation. You may cancel at any time, effective at the end of your current paid period, by emailing [email protected] (or via the in-product control where available). We do not pro-rate mid-period cancellations except where required by law.

7. No warranties

The service is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement (including of any answer the associate generates). We do not warrant that the service will be uninterrupted or error-free, or that the associate's answers will always be accurate, complete, or current. Nothing here excludes any warranty or right that cannot be excluded under the law that applies to you.

8. Limitation of liability

To the maximum extent permitted by law:

(a) neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, revenue, goodwill, or lost or corrupted data, even if advised of the possibility;

(b) our total aggregate liability arising out of or relating to the service and these Terms will not exceed the total fees you paid us in the 12 months before the event giving rise to the claim;

(c) these limits do not apply to liability that cannot be limited by law (for example, in many jurisdictions, death or personal injury caused by negligence, fraud, or wilful misconduct), nor to your obligation to pay fees, nor to either party's indemnification obligations.

9. About the associate's answers

The associate uses AI to generate replies grounded in your catalog and store data. AI-generated answers can be wrong, incomplete, or out of date. The associate is a tool to assist your shoppers: it is not professional advice and is not a guarantee or warranty by us of any product, price, availability, or outcome. You are responsible for the accuracy of your catalog, pricing, inventory, and policies, and for monitoring how the associate behaves on your store. As between you and us, you are responsible for the claims made to your shoppers through your store, including statements the associate makes based on the data you provide. We design the associate to stay within your catalog and preserve safety-relevant qualifiers, but you remain the merchant responsible to your customers.

10. Intellectual property

We own all rights in the Cervito software, models, configuration, and service, including improvements. You own your store, catalog, brand, and content ("Your Content"). You grant us a non-exclusive licence to host and process Your Content and your visitors' messages only to operate the service for you and to generate the associate's answers.

AI outputs. As between you and us, the associate's generated answers are provided to you and your shoppers for use in your store; we do not claim ownership of an individual generated reply, and we do not warrant it (see section 9).

Service improvement & coaching data. Feedback you give (including thumbs-up/down coaching notes) and aggregated, de-identified usage data may be used by us to operate, secure, and improve the service. We will not use your or your visitors' personal data to train third-party AI models, and we do not sell personal data.

11. Indemnification

Your indemnity. You will defend and indemnify us against third-party claims arising from: (a) Your Content or catalog data; (b) your use of the service in breach of these Terms or any law; or (c) your failure to have a lawful basis, notices, or consents in place to run the associate on your store. We will tell you promptly of any such claim and let you control the defence (without settling in a way that admits fault on our part without our consent).

12. Store ownership and account disputes

Your store's Cervito data stays with the Cervito account that connected the store. If a store changes hands or is reinstalled by a different person, we will not silently transfer that store's historical data to a new account: a transfer requires verification, and we notify the existing account of any attempt. If you believe a store was connected to the wrong account, contact [email protected] with proof of control of the store; we resolve ownership before releasing or moving data.

13. Service changes, providers, exit, force majeure

Changes to the service. We may improve or change the service. If a change materially reduces core functionality you pay for, we give reasonable notice; if it materially harms you, you may terminate the affected subscription and we refund any prepaid, unused period.

Providers and models. Cervito relies on third-party infrastructure and AI providers (listed in our DPA). We may change or substitute providers or AI models; for sub-processor changes that handle your visitors' personal data, the notice process in the DPA applies.

On exit. Before we delete your data after termination, you may request an export. Deletion then follows the retention windows in our Privacy Policy and the DPA, except where law requires us to keep certain records.

Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, civil unrest, government action, internet/utility failures, and the failure or suspension of third-party providers we rely on. Payment obligations are not excused by force majeure.

14. Changes to terms, governing law, contact

We may update these Terms; material changes get reasonable notice and the version date above changes.

Governing law and disputes. The parties will first try in good faith to resolve any dispute informally ([email protected]). The governing law, dispute forum, and any arbitration seat are being finalized with legal counsel and will be published here. Nothing will remove any non-waivable right a consumer has to bring proceedings in the courts of their country of residence.

Partner / referral terms are governed by a separate Partner Agreement, not these Terms.

Contact: [email protected].