Terms of Service

Who you contract with

Your purchase and your licence are both with Noetik Governance Ltd. (the “Licensor” and seller):

• Your purchase (order, payment, invoice, VAT, refunds) is a transaction directly with Noetik Governance Ltd. as seller.
• Your use of the software is licensed by Noetik Governance Ltd. (the “Licensor”) under these Terms.

PREEXEC™ is licensed as software; consulting, integration or implementation services are not included.

Key terms

• Software — the PREEXEC™ pre-execution governance engine and its documentation.
• Licensed Instance — one deployed installation; the licence is granted per Licensed Instance / deployment.
• Subscription Term — the monthly or annual period purchased.
• Order — a purchase placed with Noetik Governance Ltd.
• Updates — corrections and new versions made generally available during the Subscription Term.
• Fees — the licence fees payable to Noetik Governance Ltd. for the Software for the Subscription Term, excluding applicable taxes.
• Affiliate — any entity that controls, is controlled by, or is under common control with a party, where “control” means holding more than 50% of the voting rights or the right to direct the management of that entity.
• Confidential Information — any non-public information disclosed by one party to the other, whether orally or in writing, that is marked as confidential or that a reasonable person would understand to be confidential, including the Software’s source code, algorithms, scoring methods, calibration data and documentation.
• Verdict — an output of the Software classifying an input as EXECUTE, HOLD or BLOCK.

How these Terms take effect

You accept these Terms by placing an Order with Noetik Governance Ltd. (where these Terms are linked for acceptance) and/or by installing or using the Software. If you accept on behalf of an organisation, you confirm you are authorised to bind it.

B2B licence

The Software is licensed exclusively to businesses — persons acting in the course of a trade, business, craft or profession — and is not offered to consumers. Purchases require business details (a company name and VAT ID). You warrant that you are acting as a business and not as a consumer. These Terms describe that requirement and do not purport to remove any mandatory consumer rights that the law may grant where a purchase is nonetheless made by a consumer.

What you may do

Subject to these Terms and to payment of the applicable Fees, the Licensor grants you a non-exclusive, non-transferable, non-sublicensable licence to install and use the Software on-premise, limited to the number of Licensed Instances purchased, for the Subscription Term.

What you may not do

• No use beyond the number of Licensed Instances purchased.
• No resale, sublicensing, rental or transfer of the licence or Software.
• No reverse engineering, decompilation or disassembly, except where mandatory law permits.
• No removal or alteration of proprietary notices, marks or identifiers.

Your responsibilities

You are responsible for your use of the Software and for all activity carried out through your Licensed Instances. You agree to:

• use the Software only for lawful business purposes and in accordance with these Terms and the documentation;
• not use the Software in any way that infringes the rights of a third party, breaches any applicable law or regulation, or circumvents the Software’s licensing or technical controls;
• be responsible for the acts and omissions of your personnel and any third party to whom you give access to a Licensed Instance, as if they were your own;
• maintain the operating environment, security and backups for your deployment, the Software being licensed for on-premise operation under your control; and
• keep licence keys and credentials secure and not share them beyond the Licensed Instances purchased.

The Licensor does not monitor your use of the Software and, given on-premise operation, has no technical means to do so; responsibility for compliant use rests with you.

How to treat the Software’s output

The Software measures the clarity of inputs and returns deterministic Verdicts (EXECUTE, HOLD or BLOCK) together with an auditable record. The Software is a governance control and decision-support tool. It is not legal, regulatory, compliance or professional advice, and a Verdict is not a guarantee that any input, action or downstream system is lawful, safe, accurate or compliant.

You remain solely responsible for the design, configuration, thresholds, policies and operation of the wider system in which the Software is deployed, and for any decision taken or not taken on the basis of a Verdict. Where you configure the Software’s policies and thresholds, those settings — and their consequences — are your responsibility. This section is consistent with the disclaimer in our Legal Notice.

What the subscription includes, and how it renews

The licence is provided on a subscription basis for the Subscription Term. Updates are included during the Term, and support is provided according to your plan. Subscriptions renew automatically for successive periods of the same length unless cancelled before the renewal date.

Pricing, billing, taxes, renewal charges and cancellation are administered by Noetik Governance Ltd. as seller; you may cancel your subscription by contacting us at info@noetik.uk before the renewal date.

This section governs only the effect on your licence: while the subscription is active and the applicable Fees have been paid, your licence continues; if the subscription is not renewed or is cancelled, the licence ends on expiry of the then-current Subscription Term and section 19 applies.

The software runs in your environment

PREEXEC™ runs locally within your environment and is air-gap-capable. In normal on-premise operation it does not transmit the content it processes to any outside party, and the Licensor has no access to that content; the licence key validates locally and does not “phone home”. How we handle data on this website and the limited account data tied to a licence is described in our Legal Notice & Privacy Policy.

Trade compliance

The Software is supplied for use in compliance with applicable export control and sanctions laws, including the UK Export Control Order 2008 and Regulation (EU) 2021/821 (EU Dual-Use Regulation), and applicable UK and EU sanctions regimes. You warrant and undertake that:

• you are not located in, and will not use, export or re-export the Software in or to, any country or territory subject to comprehensive UK or EU sanctions or embargo, and you are not a person with whom dealing is restricted under those regimes;
• you will not use the Software for any prohibited end-use, or supply it to any restricted end-user, under applicable export control or sanctions law; and
• you will obtain any licence or authorisation required for your use, export or re-export of the Software.

You are responsible for screening your own destinations and end-users. The Licensor may suspend or terminate the licence if continued performance would breach these laws.

Ownership

PREEXEC™ is the subject of EU trade mark application No. 019301368 (published; opposition period open until 29 June 2026), held by Clarity IP Holdings Limited, an affiliated Irish entity. The PREEXEC software architecture is the subject of a pending European patent application (EP25218881.8). The Licensor operates PREEXEC™ under licence from the respective rights holders.

The source code, algorithms, scoring methods and documentation are confidential and proprietary. You receive only the licence expressly granted in section 05; all other rights are reserved.

Keeping information confidential

Each party may receive Confidential Information of the other. The receiving party will: (a) use the disclosing party’s Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect it with at least the care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it except to its personnel and professional advisers who need it and are bound by equivalent confidentiality obligations.

These obligations do not apply to information that the receiving party can show: (i) is or becomes public other than through its breach; (ii) was lawfully known to it before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the Confidential Information. A party may disclose Confidential Information to the extent required by law, regulation or a court or regulator, giving reasonable notice where lawful.

These obligations continue for the Subscription Term and for three (3) years after it ends; obligations relating to the Software’s source code, algorithms and calibration data continue for as long as that information remains confidential.

Suggestions and feedback

If you choose to give the Licensor feedback, suggestions or ideas about the Software, you grant the Licensor a perpetual, irrevocable, worldwide, royalty-free licence to use them to operate and improve its products and services, without obligation or restriction. Feedback is given voluntarily and is not Confidential Information. This does not give the Licensor any right to your data or content, and does not oblige you to give feedback.

What we warrant

We warrant that, during the Subscription Term, the Software will perform substantially in accordance with its documentation. PREEXEC™ measures the clarity of inputs and produces deterministic verdicts; we do not warrant any particular detection, security or compliance outcome, nor fitness for a purpose beyond what the documentation states. Except as set out here and to the extent permitted by law, the Software is provided “as is”.

Included policies and policy templates are illustrative samples provided for evaluation and as a starting point only. They are not warranted to be complete, accurate, or fit for any purpose and must not be relied upon for live operation. Each customer is solely responsible for defining, authoring, reviewing and validating its own policies (including via the Policy Generator) before production use. Noetik Governance Ltd. disclaims all liability arising from use of the sample policies in their as-shipped form.

Limits of liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded — including liability for death or personal injury caused by negligence, for fraud, or any other liability that may not be limited under applicable law (including the Unfair Contract Terms Act 1977).

Subject to that, and as is reasonable between businesses: neither party is liable for indirect, special or consequential loss, or loss of profit, revenue, data or goodwill; and each party’s total aggregate liability under these Terms is limited to the Fees paid for the licence in the twelve (12) months preceding the event giving rise to the claim.

Indemnities

You will indemnify the Licensor and its Affiliates against losses, damages and reasonable costs (including reasonable legal fees) arising from a third-party claim to the extent it results from: (a) your use of the Software in breach of these Terms or applicable law; (b) your breach of section 11 (Export Control & Sanctions); or (c) content or data you process through the Software in breach of a third party’s rights. This does not apply to the extent the claim is caused by the Licensor’s breach of these Terms or by the Software operating as documented.

The Licensor will indemnify you against damages finally awarded (or agreed in settlement) for a third-party claim that your permitted use of the unmodified Software, as supplied, infringes that third party’s intellectual property rights, and may at its option defend such a claim. This does not apply to claims arising from: modification of the Software by anyone other than the Licensor; combination of the Software with items not supplied by the Licensor where the claim would have been avoided without the combination; or your use of the Software in breach of these Terms. The Licensor may, at its option, procure the right for you to continue using the Software, modify it so it is non-infringing, or terminate the affected licence and refund Fees paid for the unused portion of the Subscription Term. This is your exclusive remedy for third-party IP infringement claims, and the Licensor’s liability under this indemnity is subject to the limit in section 16.

Each indemnity is conditional on the indemnified party promptly notifying the other of the claim, not admitting liability or settling without the indemnifying party’s consent (not unreasonably withheld), and giving reasonable cooperation. Amounts under this section are subject to section 16 (Limitation of Liability), except that nothing limits the Customer’s obligation under the Customer indemnity above to pay sums finally awarded to a third party.

Suspending the licence

The Licensor may suspend the licence, in whole or in part, where: (a) the applicable Fees are not received when due; (b) you are in material breach of these Terms; or (c) suspension is required to comply with law, including export control or sanctions law. Where practicable and lawful, the Licensor will give notice before suspending and will limit suspension to what is reasonably necessary. Suspension does not relieve you of obligations accruing during the Subscription Term, and the licence is restored once the cause is remedied. Suspension is in addition to, and not in place of, the Licensor’s right to terminate under section 19.

Duration

The licence runs for the Subscription Term and ends on its expiry or on termination in accordance with these Terms. On expiry or termination, your right to use the Software ceases. Cancellation, renewal and billing mechanics are handled by Noetik Governance Ltd.; this section governs the effect on your licence, not the payment arrangement.

Either party may terminate the licence on written notice if the other commits a material breach that is not remedied within thirty (30) days of notice, or that cannot be remedied. On expiry or termination for any reason, your right to use the Software ceases and you must stop using it. Sections that by their nature should survive — including Definitions, Confidentiality, Intellectual Property & Marks, Feedback, Warranties & Disclaimer, Limitation of Liability, Indemnification, Governing Law & Jurisdiction and General — survive termination.

How refunds work

Refunds are handled by Noetik Governance Ltd. and are described in our Refund Policy. As the Software is licensed to businesses only, no statutory consumer right of withdrawal applies.

Events beyond reasonable control

Neither party is liable for any delay or failure to perform its obligations (other than a payment obligation) caused by an event beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic, failure of utilities or telecommunications, or government action. The affected party will take reasonable steps to mitigate. If the event continues for more than sixty (60) days, either party may terminate the affected licence on written notice; sums already paid for the unused portion of the Subscription Term are dealt with under the Refund Policy.

Resolving disputes

If a dispute arises out of or in connection with these Terms, the parties will first try to resolve it in good faith: a party will give written notice of the dispute, and senior representatives of each party will discuss it within thirty (30) days. If they cannot resolve it, the parties may agree to refer it to mediation before commencing court proceedings. Nothing in this section prevents a party from seeking urgent interim or injunctive relief, or from bringing proceedings to protect its intellectual property or Confidential Information. Subject to this section, disputes are determined by the courts identified in section 23.

Applicable law

These Terms and any dispute arising out of or in connection with them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. This reflects a business-to-business relationship.

General

• Entire agreement — These Terms, with the documents they reference, are the entire agreement for the software licence and supersede any prior understanding on that subject. Each party confirms it has not relied on any statement not set out in these Terms (but nothing limits liability for fraud).
• Assignment — You may not assign or transfer your rights under these Terms without the Licensor’s prior written consent. The Licensor may assign or transfer its rights and obligations to an Affiliate or in connection with a merger, reorganisation or sale of the business or assets to which these Terms relate.
• Variation — We may update these Terms; the version and effective date above identify the applicable text, and material changes will be made available before they take effect.
• Waiver — A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
• Severability — If any provision is or becomes unenforceable, it is severed and the remainder continues in effect.
• No partnership or agency — Nothing in these Terms creates a partnership, joint venture or agency between the parties.
• Notices — Notices to the Licensor are sent to info@noetik.uk; notices to you are sent to the contact details associated with your Order.
• Third-party rights — Except that Clarity IP Holdings Limited may rely on the provisions that are expressed to benefit it (in particular those protecting intellectual property), a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.
• Contact — info@noetik.uk · see also our Legal Notice.