Business customers only · Version July 2026
These Terms of Business govern governr’s provision of its services to business customers. They apply together with the agreed service description for each engagement.
1.1These Terms are between GOVERNR AI LTD, company number 16649750, registered at York House, 221 Pentonville Road, London, N1 9UZ, United Kingdom (“governr”), and the business customer acquiring or using the Services (“Customer”).
1.2A contract is formed when Customer accepts a governr proposal, service confirmation or online purchase that refers to these Terms, or when governr begins providing the Services at Customer’s request.
1.3The agreed service description, scope, fees, term and any expressly agreed special conditions form part of the contract and take priority over these Terms to the extent of any conflict.
1.4Marketing material, demonstrations, presentations, estimates, targets and roadmaps are not binding commitments unless expressly included in the agreed service description.
2.1governr will provide the Services described in the agreed service description with reasonable skill and care.
2.2Work outside the agreed scope requires written agreement on any change to fees, timing, access or dependencies.
3.1Customer will provide authorised access, accurate business context, named contacts and decision-makers, required approvals, and reasonable cooperation on time.
3.2Customer is responsible for its systems, users, data, policies and all decisions concerning whether an AI system or agent is approved, restricted, paused, rejected, deployed or changed.
3.3governr provides evidence, workflow, risk analysis and recommendations. It does not replace Customer’s legal, regulatory, risk, security, investment or operational judgement.
3.4Customer warrants that it has all rights and permissions required for governr to access and process the agreed systems, metadata and data.
4.1Any timetable depends on Customer meeting its responsibilities. A delay caused by Customer, its suppliers or unavailable third-party systems may move the delivery date.
4.2Where acceptance criteria are agreed, a deliverable is accepted when those criteria are met. Customer must notify governr of any material non-conformity within five business days after delivery, with sufficient detail to reproduce it.
4.3If Customer does not provide a valid notice within that period, or uses the deliverable in live business operations, it is deemed accepted.
4.4governr will use reasonable efforts to correct a valid non-conformity. For a fixed-fee Sprint deliverable, correction is Customer’s exclusive remedy for failure to meet agreed acceptance criteria. This clause does not apply to the ongoing subscription Services, which are governed by clauses 7 and 12.
5.1Customer will pay the agreed fees, exclusive of VAT and other applicable sales taxes.
5.2Unless otherwise agreed, fixed-fee Sprint charges are invoiced when the engagement is accepted and are payable within 14 days. Annual subscription and managed-service fees are invoiced annually in advance and are payable within 30 days of the invoice date.
5.3Customer may not withhold or set off amounts except where required by law or where a sum is genuinely disputed in good faith and notified promptly with reasons. Undisputed late sums carry interest and recovery costs to the extent permitted by the Late Payment of Commercial Debts (Interest) Act 1998.
5.4A Sprint fee is credited against a later annual service only where governr expressly agrees this in writing. A Sprint creates no automatic commitment to continue.
6.1Customer authorises governr to access agreed systems and metadata solely to provide the Services. Customer will issue credentials using least privilege and may revoke them at any time, subject to the effect on delivery.
6.2Where the agreed service states read-only access or zero writes, governr will not intentionally modify Customer’s production environment through that access.
6.3Customer must not probe or circumvent security, introduce malicious code, use the Services unlawfully, copy or reverse engineer the platform except where the law does not permit that restriction, or allow unauthorised third parties to access it.
6.4No system is completely secure. Findings and alerts may depend on the quality, availability and configuration of source systems.
7.1governr will provide the support described in the agreed service description and will use commercially reasonable efforts to keep the subscription Services available to Customer.
7.2governr may carry out planned maintenance and will use reasonable efforts to schedule it outside UK business hours and to give advance notice of any maintenance likely to cause material disruption.
7.3Any specific availability targets, support hours or response times apply only where they are stated in the agreed service description. Where none are stated, governr will provide support on a commercially reasonable-efforts basis during UK business hours (09:00–17:30, Monday to Friday, excluding public holidays).
8.1Each party will comply with applicable data-protection law.
8.2Where governr processes personal data on Customer’s behalf, Customer is controller and governr is processor. governr will process that data only on documented instructions, ensure confidentiality, maintain appropriate security, assist with applicable data-protection obligations, notify Customer without undue delay (and in any event within 72 hours of becoming aware) of a relevant personal-data breach, and delete or return the data at the end of the Services in accordance with clause 14 unless law requires retention.
8.3Customer gives general authorisation for governr to use sub-processors to host, secure and support the Services. governr remains responsible for their relevant obligations, will maintain a current sub-processor list, and will give Customer reasonable prior notice of any intended change to a sub-processor with an opportunity to object on reasonable data-protection grounds.
8.4Customer will not provide special-category data, criminal-offence data, production content, model inputs or outputs unless expressly agreed and appropriate safeguards are in place.
8.5governr will not make a restricted international transfer unless a lawful transfer mechanism and required safeguards are in place.
9.1Each party will protect the other’s Confidential Information using at least reasonable care and use it only to perform or receive the Services.
9.2Confidential Information does not include information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction.
9.3A party may disclose Confidential Information where required by law, after giving notice where legally permitted.
9.4These obligations continue for five years after termination and indefinitely for trade secrets and personal data.
10.1governr and its licensors retain all rights in the platform, software, models, methods, scoring logic, templates, workflows, know-how and improvements.
10.2Customer retains all rights in Customer Data. Customer grants governr a limited licence to use Customer Data only to provide, secure, support and improve the Services in accordance with the contract.
10.3On full payment, Customer may use agreed reports, records and deliverables internally and may share them with professional advisers, auditors and regulators under appropriate confidentiality obligations.
10.4governr may use feedback without restriction, provided it does not identify Customer or disclose Customer Confidential Information.
10.5governr may use aggregated and irreversibly anonymised service data for analytics, benchmarking, security and product improvement, but not in a way that identifies Customer or an individual.
11.1The Services may interoperate with Microsoft, cloud, identity, security, data, GRC and other third-party services. Customer’s use of those services is governed by its agreement with the relevant provider.
11.2governr is not responsible for a third-party service, a provider change or an outage outside governr’s reasonable control. governr will use reasonable efforts to maintain supported integrations but does not guarantee perpetual compatibility.
12.1Each party warrants that it has authority to enter into the contract.
12.2governr warrants that the Services will materially conform to the agreed service description and will be provided with reasonable skill and care.
12.3governr does not warrant that the Services will operate uninterrupted or error free.
12.4Except as expressly stated in these Terms and the agreed service description, the Services are provided without further warranties. Risk scores, classifications, alerts, recommendations and regulatory mappings are decision-support outputs, not legal, regulatory, audit, insurance, investment or security advice, and not a certification or guarantee that an incident, loss or breach will not occur.
12.5Customer must apply its own judgement and obtain specialist advice where appropriate.
13.1Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.
13.2Subject to clause 13.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, data or business opportunity.
13.3Subject to clause 13.1, governr’s total aggregate liability arising from the contract will not exceed 100% of the fees paid or payable for the affected Services in the 12 months before the event giving rise to the claim.
13.4The limitations apply to all causes of action, including contract, tort, negligence, breach of statutory duty and misrepresentation.
13.5governr will defend Customer against any third-party claim that Customer’s authorised use of the platform infringes that third party’s intellectual property rights and will pay the damages finally awarded or agreed in settlement, provided Customer promptly notifies governr, gives governr control of the defence and reasonable assistance. This does not apply to claims arising from Customer Data, from Customer’s combination of the Services with items not provided by governr, or from use outside the agreed scope. This indemnity is subject to the limits in this clause 13.
13.6Except for clause 13.5, neither party gives any indemnity under these Terms, and no other statement, warranty or obligation in the contract is to be interpreted as requiring an indemnity.
14.1The subscription term is stated in the agreed service description. Unless the service description says otherwise, the subscription runs for an initial term of twelve months and renews for successive twelve-month terms, unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term.
14.2Any change to subscription fees applying on renewal will be notified to Customer at least 60 days before the renewal date.
14.3On termination or expiry, and for up to 30 days afterwards, governr will on request give Customer reasonable assistance to export its records, evidence and reports held in the Services in a commonly used, machine-readable format.
14.4governr will delete or return Customer Data and Customer Confidential Information within 30 days after the end of the Services, or within any longer period agreed for exit assistance, subject to legal retention requirements and to routine backups that are overwritten in the ordinary course.
15.1Either party may terminate immediately if the other commits a material breach and, where remediable, does not remedy it within 14 days after written notice, or becomes insolvent.
15.2governr may suspend affected Services where reasonably necessary to address a security risk, unlawful use, material non-payment or Customer breach. Where practicable, governr will give notice and limit the suspension.
15.3Fixed-fee Sprint commitments are non-cancellable once work begins unless governr agrees otherwise in writing. The subscription may be ended by non-renewal or for cause as set out in clauses 14 and 15; annual subscription fees already invoiced are non-refundable except where governr is in uncured material breach.
15.4On termination, Customer will pay all fees accrued and committed up to termination. Each party will return or delete Confidential Information in accordance with clause 14, subject to legal retention duties and routine backups.
16.1Where Customer is subject to financial-services or other regulatory requirements, governr will provide reasonable information and cooperation to help Customer meet its obligations in relation to the Services, including reasonable assistance with Customer’s operational-resilience, third-party risk and regulator information requests, on terms and timescales to be agreed.
Each party will comply with applicable anti-bribery, sanctions, export-control and modern-slavery laws in connection with the Services.
18.1Neither party may assign the contract without the other’s consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganisation or sale of substantially all relevant business or assets.
18.2Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations.
18.3Notices must be sent by email and, for termination or legal claims, also by recorded delivery. Notices to governr should be sent to legal@governr.ai and its registered office.
18.4The contract is the entire agreement on its subject and supersedes prior discussions. A variation must be in writing and agreed by authorised representatives.
18.5If a provision is unenforceable, it will be adjusted to the minimum extent necessary and the rest remains effective. A delay in enforcing a right is not a waiver.
18.6No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999.
18.7The contract may be accepted electronically and in counterparts.
18.8The contract and any non-contractual obligations are governed by English law. The courts of England and Wales have exclusive jurisdiction.
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