Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Circinova (sole trader) ("Circinova", "we", "us", or "our"), a sole trader based in the United Kingdom, and the entity or individual ("Customer", "you", or "your") accessing or using the Circinova platform at circinova.com and its associated services (the "Service").

By creating an account, clicking "I agree", or otherwise accessing or using the Service, you confirm that you have read, understood, and agreed to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms. If you do not accept these Terms, you must not use the Service.

These Terms incorporate by reference our Privacy Policy, Cookie Policy, Data Processing Agreement, Acceptable Use Policy, Security Policy, and any Order Forms or plan-specific terms agreed between the parties.

2. Definitions

For the purposes of these Terms, the following definitions apply:

"Service" means the Circinova cloud-hosted SOC2 compliance automation platform, including all associated software, APIs, dashboards, integrations, documentation, and support services made available by Circinova at circinova.com or through any subdomain thereof.

"Customer" means the legal entity or individual that has registered an account with Circinova and is the contracting party under these Terms. Where the Customer is an organisation, "Customer" refers to the organisation and not to individual Users.

"User" means any natural person who accesses or uses the Service under the Customer's account, including the Customer's employees, contractors, consultants, and authorised agents.

"Content" means any data, text, files, information, credentials, or other materials uploaded, submitted, or otherwise made available through the Service by or on behalf of the Customer, including integration tokens, cloud provider credentials, and compliance evidence.

"Customer Data" means all data that the Customer submits to or that is collected by the Service in connection with the Customer's account, including Content and any personal data processed on behalf of the Customer.

"Documentation" means any technical documentation, user guides, help articles, API references, and other materials made available by Circinova to describe the features and functionality of the Service, whether provided at docs.circinova.com or otherwise.

"Intellectual Property Rights" means all patents, copyrights, trade marks, design rights, database rights, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, in any jurisdiction.

"Order Form" means any order form, subscription agreement, or statement of work agreed between Circinova and the Customer that specifies the plan, fees, and any special terms applicable to the Customer's subscription.

"Subscription Term" means the period for which the Customer has subscribed to the Service, commencing on the date of account activation and continuing for successive monthly or annual periods until terminated.

3. Account Registration and Security

3.1 Registration

To access the Service, you must register for an account by providing accurate, complete, and current information, including a valid business email address and, where required, payment details. You agree to update your account information promptly if it changes.

3.2 Eligibility

The Service is intended for business use by organisations and individuals acting in a commercial capacity. You must be at least 18 years of age to register an account. The Service is not designed for, and must not be used by, consumers acting in a personal capacity.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your password and any API keys issued to you. You must not share your credentials with any unauthorised person. You are responsible for all activities that occur under your account, whether or not authorised by you.

You must notify Circinova immediately at security@circinova.com if you become aware of any actual or suspected unauthorised access to your account or any security breach. Circinova will not be liable for any loss or damage arising from your failure to comply with these obligations.

3.4 Account Accuracy

You must not create an account using a false identity, impersonate any other person or entity, or misrepresent your affiliation with any organisation. Circinova reserves the right to refuse registration or suspend accounts at its sole discretion where these requirements are not met.

4. Plans, Pricing and Billing

4.1 Available Plans

Circinova offers the following subscription plans:

| Plan | Monthly Price | Annual Price | |------|--------------|---------------------------| | Free | $0/month | $0/year | | Starter | $499/month | $3,588/year (~$299/month, ~40% saving) | | Growth | $999/month | $9,590.40/year (~$799.20/month, 20% saving) |

The features included in each plan are described in the Documentation and on the Circinova website. Circinova reserves the right to modify plan features with reasonable notice.

4.2 Billing and Payment

Circinova uses Stripe as its payment processor. By subscribing to a paid plan, you authorise Circinova (via Stripe) to charge your nominated payment method on a recurring basis for the applicable fees. Monthly subscriptions are billed on the same calendar date each month; annual subscriptions are billed on the anniversary of the start date.

You must ensure that your payment details are accurate and that your payment method has sufficient funds. If a payment fails, Circinova will attempt to notify you and may retry the charge. If payment remains outstanding after 10 days, Circinova may downgrade your account to the Free plan or suspend access to the Service.

4.3 VAT and Taxes

All prices are stated exclusive of Value Added Tax (VAT) and any other applicable taxes. Where Circinova is required by law to collect VAT or other taxes, these will be added to your invoice at the applicable rate. If you are a VAT-registered business in the UK or EU, you may provide your VAT number to have reverse-charge VAT applied where applicable. You are solely responsible for determining and paying any taxes applicable to your use of the Service in your jurisdiction.

4.4 Price Changes

Circinova may change subscription prices at any time, provided that it gives you at least 30 days' written notice before any price increase takes effect. Notice will be provided by email to the address associated with your account and/or via a notice displayed within the Service. If you do not wish to accept a price increase, you may cancel your subscription before the new price takes effect. Continued use of the Service after the effective date of a price change constitutes your acceptance of the new price.

4.5 Invoicing

Circinova will provide electronic invoices via Stripe for all paid subscriptions. Invoices are issued at the start of each billing period and are available to download from your account dashboard.

5. Free Trial

5.1 Trial Period

Circinova offers a 14-day free trial of the Starter plan to new Customers. No credit card or payment details are required to start the free trial.

5.2 Trial Transition

At the end of the 14-day trial period, your account will automatically move to the Free plan unless you have elected to subscribe to a paid plan and provided valid payment details. You will not be charged without your explicit consent.

5.3 Trial Restrictions

Circinova reserves the right to limit the availability of free trials to one per organisation. Attempting to obtain multiple trials by registering multiple accounts is a violation of these Terms and may result in termination of all associated accounts.

6. Acceptable Use

Your use of the Service is subject to Circinova's Acceptable Use Policy, available at circinova.com/legal/acceptable-use, which is incorporated into these Terms by reference. By using the Service, you agree to comply with the Acceptable Use Policy at all times. Circinova may suspend or terminate your account for violations of the Acceptable Use Policy.

7. Intellectual Property

7.1 Circinova's Intellectual Property

The Service, including all software, algorithms, user interfaces, designs, graphics, text, documentation, and other materials comprising the platform, is and remains the exclusive property of Circinova and its licensors. These Terms do not transfer to you any right, title, or interest in or to the Service or any Intellectual Property Rights therein. Your use of the Service does not grant you any right to sublicense, copy, modify, distribute, sell, or otherwise exploit the Service or any component thereof.

7.2 Licence to Use the Service

Subject to your compliance with these Terms and payment of applicable fees, Circinova grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during the Subscription Term solely for your internal business purposes.

7.3 Customer Data Ownership

As between Circinova and the Customer, the Customer retains all right, title, and interest in and to the Customer Data. You grant Circinova a limited, worldwide, royalty-free licence to access, use, process, copy, and display the Customer Data solely to the extent necessary to provide the Service, to comply with applicable law, or as otherwise expressly permitted under these Terms.

7.4 Feedback

If you provide Circinova with any feedback, suggestions, or ideas relating to the Service ("Feedback"), you grant Circinova an irrevocable, perpetual, royalty-free, worldwide licence to use, incorporate, and exploit such Feedback in any manner and for any purpose, without any obligation to compensate you.

8. Customer Data and Privacy

8.1 Privacy Policy

Circinova's collection and use of personal data in connection with the Service is governed by the Privacy Policy, available at circinova.com/legal/privacy. You agree to the Privacy Policy and, where applicable, the Data Processing Agreement available at circinova.com/legal/dpa.

8.2 Data Processing Agreement

Where the Customer is established in the United Kingdom or European Economic Area, or where the Customer's use of the Service involves the processing of personal data of UK or EEA data subjects, the parties agree that Circinova acts as a data processor and the Customer acts as a data controller in respect of such personal data, and the Data Processing Agreement governs such processing.

8.3 Customer Responsibility

You are responsible for ensuring that any personal data you submit to the Service is collected and processed in accordance with applicable data protection laws, including obtaining any necessary consents from data subjects. You must not upload to the Service any special category personal data (as defined in UK GDPR Article 9) unless you have an appropriate legal basis to do so.

9. Confidentiality

9.1 Confidential Information

Each party may disclose to the other certain confidential or proprietary information in connection with these Terms ("Confidential Information"). Confidential Information includes, without limitation: business plans, technical data, trade secrets, pricing, financial information, and the terms of these Terms. Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is disclosed by the receiving party with the prior written consent of the disclosing party.

9.2 Obligations

Each party agrees to: (a) keep the other party's Confidential Information strictly confidential; (b) use the other party's Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms; and (c) not disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms.

9.3 Compelled Disclosure

If a party is required by law, regulation, or court order to disclose the other party's Confidential Information, it shall provide the other party with prompt written notice (to the extent permitted by law) and shall cooperate with the other party's efforts to obtain a protective order or other appropriate relief.

10. Warranties and Disclaimer

10.1 Circinova's Warranties

Circinova warrants that: (a) it has the right to grant the licences set out in these Terms; (b) the Service will perform materially in accordance with the Documentation during the Subscription Term; and (c) it will use commercially reasonable measures to protect the security and integrity of Customer Data.

10.2 Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIRCINOVA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CIRCINOVA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

In particular, Circinova does not warrant that use of the Service will result in the Customer achieving or maintaining SOC2 certification or compliance with any particular regulatory standard. The Service is a tool to assist with compliance evidence collection and management; responsibility for achieving and maintaining certification rests solely with the Customer and any relevant third-party auditors.

11. Limitation of Liability

11.1 Cap on Liability

To the maximum extent permitted by applicable law, Circinova's total aggregate liability to the Customer arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid or payable by the Customer to Circinova in the 12 months immediately preceding the event giving rise to the claim.

11.2 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any: (a) loss of profits; (b) loss of revenue; (c) loss of business or contracts; (d) loss of anticipated savings; (e) loss of goodwill or reputation; (f) loss of data; (g) business interruption; or (h) any indirect, special, incidental, punitive, or consequential loss or damage of any kind, even if advised of the possibility of such loss or damage.

11.3 Exceptions

Nothing in these Terms shall limit or exclude a party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law.

11.4 Free Plan

Circinova accepts no liability whatsoever to Customers on the Free plan. Use of the Free plan is entirely at the Customer's risk.

12. Indemnification

The Customer shall indemnify, defend, and hold harmless Circinova, its officers, directors, employees, contractors, and agents from and against any claims, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer's breach of these Terms or the Acceptable Use Policy; (b) the Customer's use of the Service in violation of applicable law or in a manner not authorised by these Terms; (c) any claim that the Customer Data infringes the Intellectual Property Rights or other rights of a third party; or (d) the Customer's wilful misconduct or negligence.

13. Termination

13.1 Termination by the Customer

The Customer may cancel its subscription at any time by accessing the account settings within the Service or by emailing support@circinova.com. Cancellation takes effect at the end of the current billing period. Cancellation of a paid subscription results in downgrade to the Free plan, unless the Customer requests full account deletion.

13.2 Termination by Circinova

Circinova may suspend or terminate your account and access to the Service immediately on written notice if: (a) you breach any material term of these Terms and fail to remedy the breach within 14 days of being notified; (b) you breach the Acceptable Use Policy; (c) you become insolvent, enter administration, or are subject to a winding-up order; (d) Circinova is required to do so by law; or (e) Circinova discontinues the Service (with 60 days' prior notice where possible).

13.3 Customer Data After Termination

Following termination or expiry of these Terms for any reason, Circinova will retain your Customer Data for a period of 90 days, during which time you may request an export of your data by contacting support@circinova.com. After the 90-day retention period, Circinova will permanently delete all Customer Data in its systems. Circinova is not obliged to retain any Customer Data beyond this period, and the Customer is solely responsible for exporting its data before this deadline. Notwithstanding the foregoing, Circinova may retain data as required by applicable law or for legitimate business purposes (such as financial records) for longer periods.

13.4 Survival

The following provisions shall survive termination of these Terms: Sections 7 (Intellectual Property), 9 (Confidentiality), 10.2 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13.3 (Customer Data After Termination), 15 (Governing Law), and any other provisions that by their nature should survive.

14. Changes to These Terms

Circinova may update or modify these Terms at any time. For material changes, Circinova will provide at least 30 days' written notice by email to the address associated with your account and/or by displaying a prominent notice within the Service. For non-material changes (such as corrections of typographical errors or changes required by law with immediate effect), Circinova may update the Terms without prior notice. The updated Terms will be posted at circinova.com/legal/terms with a revised "Last updated" date.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service and cancel your subscription before the effective date.

15. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising out of or in connection with these Terms.

16. General

16.1 Entire Agreement

These Terms, together with the Privacy Policy, Data Processing Agreement, Acceptable Use Policy, and any applicable Order Form, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

16.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision unless acknowledged and agreed to in writing.

16.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without Circinova's prior written consent. Circinova may assign these Terms without your consent in connection with a merger, acquisition, sale of assets, or operation of law. Any purported assignment in breach of this clause shall be void.

16.5 Force Majeure

Neither party shall be liable to the other for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, civil disturbances, pandemic, governmental action, or failures of the internet or third-party infrastructure.

16.6 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not create any rights enforceable by third parties under the Contracts (Rights of Third Parties) Act 1999.

17. Contact

For any questions or notices under these Terms, please contact:

Circinova (sole trader) Email: legal@circinova.com United Kingdom Trading as: Circinova (sole trader)