NIIOMA OS Platform Terms

In these Platform Terms, the following definitions apply.

• ‘Account Administrator’ means the individual designated by the Customer to manage the organisation account, purchase seats, invite Authorised Users and accept these terms on the Customer’s behalf.
• ‘Authorised User’ means an individual who has been granted access to NIIOMA OS by the Customer, including employees, contractors and advisers permitted by the Customer to use the platform.
• ‘Customer’ means the legal entity that subscribes to NIIOMA OS, identified by its registered name and, where available, its company or registration number.
• ‘Public Content’ means content that a Customer or Authorised User has chosen to make visible to all platform users, including public NiioFeed posts, public company profiles and public product or service listings.
• ‘Private Customer Content’ means content shared through private channels on the platform, including direct messages, private group conversations, files, documents, proposals and attachments shared within private messages, and video and audio call content.
• ‘Account Data’ means information provided during account registration and profile creation, including names, email addresses, job titles and company information.
• ‘AI Inputs’ means prompts, queries, documents and other content submitted by Authorised Users to AI-powered features within the platform.
• ‘AI Outputs’ means recommendations, matches, summaries, suggestions and other content generated by AI-powered features in response to AI Inputs.
• ‘Usage Data’ means technical and behavioural data collected automatically through use of the platform, including pages viewed, features used, timestamps and session duration.
• ‘Aggregated Data’ means data derived from Customer content or Usage Data that has been anonymised and aggregated so that it cannot identify any individual or organisation.
• ‘Subscription’ means the paid plan selected by the Customer, as set out in the applicable order form or subscription schedule.
• ‘Platform Confidentiality Terms’ means the confidentiality terms incorporated into these Platform Terms, as published separately on our legal pages.
• ‘Data Processing Agreement’ or ‘DPA’ means the data processing agreement incorporated into these Platform Terms, as published separately on our legal pages.

Order of precedence

Where there is any conflict between the documents that form this agreement, the following order of precedence applies (highest first).

1. Order Form or Subscription Schedule
2. Any negotiated addendum
3. Data Processing Agreement
4. These Platform Terms
5. Incorporated policies (Platform Confidentiality Terms, Acceptable Use and Content Safety Policy, Privacy Policy, Cookie Policy)

NIIOMA OS is intended for use by organisations acting in a professional or business capacity. The Account Administrator warrants that they have full authority to accept these Platform Terms and bind the Customer. If the Account Administrator does not have that authority, they must not accept these terms or create an organisation account.

The Customer is responsible for designating an Account Administrator, determining which individuals are granted Authorised User access, ensuring that Authorised Users comply with these Platform Terms, all activity that occurs under its organisation account, maintaining the security of all account credentials and notifying NIIOMA promptly of any unauthorised access or security breach.

Authorised Users must not share individual login credentials. Each Authorised User must have a separate account. NIIOMA reserves the right to verify the identity and authority of any Account Administrator or Authorised User.

Company profiles

An organisation may claim and manage its company profile on the platform. The Account Administrator controls the profile and determines which information is made publicly visible. Content created by Authorised Users on behalf of the Customer is owned by the Customer. Where an Authorised User’s relationship with the Customer ends, the Customer retains ownership and control of all content created on its behalf. The Account Administrator may reassign or remove the departing user’s access.

Account transfers

Organisation accounts may not be transferred to another legal entity without NIIOMA’s prior written consent. NIIOMA may require verification of the receiving entity’s identity and authority before approving any transfer.

Subscription terms

Access to NIIOMA OS requires a paid Subscription. The specific plan, number of seats, billing period and fees are set out in the applicable order form or subscription schedule. All Subscriptions are purchased wholly or mainly for business purposes.

The Subscription begins on the date the Customer completes registration and payment. Monthly Subscriptions renew automatically each month. Annual Subscriptions renew automatically for successive one-year periods. The Customer may cancel a monthly Subscription at any time, effective at the end of the current billing period. Annual Subscriptions may be cancelled with at least 30 days’ notice before the renewal date.

Free trials

Where NIIOMA offers a free trial, the trial period, included features and any limitations will be communicated at the time of registration. At the end of the trial, the Subscription will convert to a paid plan only if the Customer actively selects and confirms a paid plan. Trials do not convert automatically unless the Customer has been clearly informed and has provided payment details.

Fees and payment

All fees are billed in advance through our payment provider, Stripe. Fees are stated exclusive of VAT and any applicable taxes, which will be added at the applicable rate. Payment is due on the date shown on the invoice or at the point of purchase.

If a payment fails, NIIOMA will notify the Customer and provide a reasonable opportunity to update payment details. If payment remains outstanding for more than 14 days, NIIOMA may suspend access to the platform until the overdue amount is settled. NIIOMA may charge interest on overdue business invoices at 4% above the Bank of England base rate, together with reasonable recovery costs.

Seats and plan changes

The Customer may add seats during a billing period. Additional seats are billed pro rata for the remainder of the current period. Seat reductions take effect at the next renewal. Upgrades take effect immediately, with fees adjusted pro rata. Downgrades take effect at the next renewal.

Price changes

NIIOMA may change its pricing by giving the Customer at least 30 days’ written notice. Price changes take effect at the start of the next renewal period following the notice period. The Customer may cancel before the new pricing takes effect.

Promotional pricing

Where promotional or discounted pricing has been offered, NIIOMA will clearly state the duration of the promotional period and the standard price that will apply after it ends.

The Customer and its Authorised Users must use NIIOMA OS in compliance with applicable laws and these Platform Terms. The following conduct is prohibited.

• Unlawful activity: using the platform for any purpose that is unlawful, fraudulent or deceptive.
• Harmful content: uploading, sharing or distributing content that is illegal, defamatory, obscene, threatening, hateful or that incites violence.
• Intellectual property infringement: uploading content that infringes the intellectual property rights of any third party.
• Unauthorised access: attempting to access accounts, systems or data without authorisation, or circumventing security measures.
• Malware and interference: uploading viruses, malware or any code designed to disrupt, damage or interfere with the platform.
• Scraping and data harvesting: using automated tools to scrape, crawl or extract data from the platform without NIIOMA’s prior written consent.
• Reverse engineering: decompiling, disassembling or reverse-engineering any part of the platform.
• Impersonation: creating false accounts, impersonating another person or organisation, or misrepresenting your affiliation.
• Spam and bulk messaging: sending repetitive, deceptive or indiscriminate unsolicited messages (see section 5 for permitted business outreach).

NIIOMA may investigate suspected violations and may suspend or terminate accounts in accordance with these Platform Terms and the Acceptable Use and Content Safety Policy.

NIIOMA OS is designed to help enterprises and technology vendors discover, connect and grow together. Relevant, personalised one-to-one business introductions and follow-up messages are a permitted and expected use of the platform.

The following rules apply to business outreach on the platform. Messages must be relevant to the recipient’s business interests or profile. Users must respect opt-out requests and blocking decisions. Repetitive, deceptive or indiscriminate messaging is prohibited. Automated messaging requires NIIOMA’s prior written approval. NIIOMA may apply rate limits to outbound messages. Users remain responsible for compliance with applicable direct-marketing and privacy laws, including the Privacy and Electronic Communications Regulations 2003.

Customer content

The Customer retains all ownership rights in its content. Nothing in these Platform Terms transfers ownership of Customer content to NIIOMA.

Public Content licence

By posting Public Content, the Customer grants NIIOMA a non-exclusive, royalty-free, worldwide licence to host, store, display, reproduce and distribute that content on the platform in accordance with the Customer’s selected visibility settings. This licence continues for as long as the content remains on the platform and for a reasonable period thereafter to allow for removal from caches and backups.

Private Customer Content licence

For Private Customer Content, the Customer grants NIIOMA a limited, non-exclusive licence to host, transmit, secure, back up, process and otherwise use the content solely as necessary to provide, support and improve the subscribed services, comply with applicable law and exercise NIIOMA’s contractual rights. NIIOMA will not display or distribute Private Customer Content to anyone other than the intended recipients and NIIOMA personnel with a legitimate need to access it.

Account Data and Usage Data

NIIOMA may use Account Data to operate the platform, provide support and communicate with the Customer. NIIOMA may use Usage Data for analytics, platform improvement and to generate Aggregated Data. NIIOMA may use Aggregated Data for any lawful purpose, including benchmarking, research and product development. Aggregated Data does not identify any individual or organisation.

Content warranties

The Customer warrants that it possesses the necessary rights and permissions to upload all content to the platform, including any content that contains third-party intellectual property or personal data. The Customer is solely responsible for ensuring that its content complies with applicable laws and these Platform Terms.

NIIOMA intellectual property

All intellectual property rights in the platform, its design, features, functionality, documentation and branding belong to NIIOMA or its licensors. Nothing in these Platform Terms grants the Customer any rights in NIIOMA’s intellectual property other than the limited right to access and use the platform during the Subscription period.

Feedback

If the Customer provides suggestions, ideas, feature requests or other feedback about the platform, NIIOMA may use that feedback without restriction or obligation. The Customer retains no intellectual property rights in feedback provided to NIIOMA.

The Platform Confidentiality Terms are incorporated into these Platform Terms by reference. They establish mutual confidentiality obligations between all Organisations on the platform and set out NIIOMA’s own confidentiality commitments.

The Platform Confidentiality Terms apply to all Private Customer Content and to any information expressly designated as confidential through the platform’s tools. Public Content is not subject to the Platform Confidentiality Terms.

Customers may enter into separate, individually negotiated non-disclosure agreements with other Customers for specific projects or transactions. Where a separate NDA is agreed, its terms prevail over the Platform Confidentiality Terms to the extent of any conflict between those specific parties.

Overview

NIIOMA OS includes AI-powered features such as intelligent matching between enterprises and vendors, content recommendations on NiioFeed and smart suggestions within platform tools. These features are powered by the Claude API provided by Anthropic.

Ownership of inputs and outputs

The Customer retains ownership of AI Inputs. AI Outputs are generated by the platform and may be used by the Customer for internal business purposes. NIIOMA does not claim ownership of AI Outputs generated for the Customer.

AI Outputs may be similar or identical to outputs generated for other Customers. NIIOMA does not guarantee that AI Outputs are unique, original or protectable by intellectual property rights. The Customer is responsible for evaluating AI Outputs before relying on them.

Accuracy and human review

AI-powered features are designed to assist, not replace, human decision-making. NIIOMA does not guarantee the accuracy, completeness or reliability of AI Outputs. The Customer should review AI Outputs before acting on them and should not rely on them as the sole basis for material business decisions.

The Customer is not subject to decisions based solely on automated processing that produce legal or similarly significant effects. The Customer may request human review of any AI-assisted recommendation or decision by contacting us.

Data processing and model training

AI Inputs are processed by the Claude API in accordance with Anthropic’s data processing terms. NIIOMA will not use Private Customer Content to train general-purpose AI models shared across Customers unless the Customer has expressly opted in. AI Inputs may be retained for a limited period to provide the service, improve response quality and comply with legal obligations, as further described in our Privacy Policy.

The Customer must not submit data to AI-powered features that it is not authorised to disclose, including personal data of individuals who have not been informed of such processing, special-category data under UK GDPR or confidential information belonging to third parties without appropriate authority.

Third-party AI providers

AI Inputs may be processed by third-party model providers (currently Anthropic) as sub-processors. Details of sub-processors are set out in the Data Processing Agreement. NIIOMA ensures that sub-processors are bound by confidentiality and security obligations consistent with these Platform Terms.

Automated matching and recommendations

The platform uses automated systems to match and rank Customers and their products or services. These systems are based on profile data, stated preferences, platform activity and AI analysis. NIIOMA does not guarantee the relevance or completeness of automated matches. Inclusion in or exclusion from match results does not constitute an endorsement or recommendation by NIIOMA.

Prohibited uses

The Customer must not use AI-powered features for any purpose that is unlawful, deceptive or harmful. This includes generating content designed to mislead, discriminate or cause harm, and using AI features to circumvent the platform’s acceptable use rules or security measures.

NIIOMA Cognitive Services are advisory, consulting and AI-augmented services provided by NIIOMA to Customers under separate statements of work. Cognitive Services are governed by the applicable Cognitive Services Agreement or statement of work, not by these Platform Terms.

Where a Customer uses both the NIIOMA OS platform and Cognitive Services, information shared for each engagement is treated separately. Platform data is governed by these Platform Terms and the Platform Confidentiality Terms. Cognitive Services data is governed by the relevant statement of work and any associated confidentiality provisions.

NIIOMA is committed to providing a safe platform environment in accordance with applicable law, including the Online Safety Act 2023. NIIOMA maintains an Acceptable Use and Content Safety Policy that forms part of these Platform Terms.

Reporting

Authorised Users may report content that they believe is illegal or in breach of these Platform Terms using the in-platform reporting tools or by contacting us at support@niioma.com. Reports can be made by any Authorised User, whether or not they are the intended recipient of the content. NIIOMA will acknowledge receipt of reports promptly.

Review and action

NIIOMA reviews reported content in accordance with its internal procedures and applicable legal requirements. Where content is found to be illegal or in breach of these Platform Terms, NIIOMA may remove or restrict access to the content, issue a warning to the relevant Authorised User or Customer, suspend or terminate the relevant account, and preserve evidence where required by law.

NIIOMA will notify the relevant Customer when action is taken against its content or account, except where notification would compromise a law enforcement investigation or is otherwise prohibited by law.

Appeals

Customers may appeal moderation or account decisions by contacting us at support@niioma.com. Appeals will be reviewed by a member of the NIIOMA team who was not involved in the original decision. NIIOMA will communicate the outcome within a reasonable period.

Fraud, phishing and impersonation

NIIOMA treats fraud, phishing, scams and impersonation as serious violations. Accounts involved in such conduct may be suspended immediately and without prior notice. NIIOMA may cooperate with law enforcement and regulatory authorities in relation to suspected criminal activity.

Emergency restrictions

NIIOMA may restrict access to content or accounts on an emergency basis where there is an immediate risk of serious harm, illegality or platform security compromise. Emergency restrictions will be reviewed as soon as reasonably practicable and lifted if the grounds for the restriction are not confirmed.

Children’s access assessment

NIIOMA OS is restricted to individuals aged 18 or over acting in a professional or business capacity. NIIOMA has conducted an assessment of whether the service is likely to be accessed by children, as required by the Online Safety Act 2023. Based on the platform’s business-only registration process, verification requirements and professional context, NIIOMA has determined that the service is not likely to be accessed by children. This assessment is reviewed periodically.

CSEA reporting

In accordance with NIIOMA’s obligations under the Online Safety Act 2023, any detected child sexual exploitation and abuse (CSEA) content will be reported to the National Crime Agency without delay.

NIIOMA’s Privacy Policy explains how we collect, use, store and share personal data. The Privacy Policy is incorporated into these Platform Terms by reference.

Where NIIOMA processes personal data on behalf of the Customer as a data processor under UK GDPR, the Data Processing Agreement applies. The DPA sets out the parties’ respective roles and responsibilities, processing purposes, categories of personal data, data subject categories, security controls, sub-processor arrangements, international transfer safeguards, data breach notification procedures, data subject rights assistance, deletion and return obligations, and audit provisions.

The DPA is incorporated into these Platform Terms by reference and is available on our legal pages. Where there is a conflict between the DPA and these Platform Terms in relation to the processing of personal data, the DPA prevails.

NIIOMA will use reasonable efforts to maintain the availability of the platform. We do not guarantee uninterrupted or error-free access. Planned maintenance will be communicated in advance where practicable.

Support is provided through the channels described on our website. For enterprise Customers with a separate service level agreement (SLA), the terms of that SLA apply in addition to these Platform Terms.

The platform may integrate with or contain links to third-party services. NIIOMA does not control or endorse third-party services and is not responsible for their content, availability or practices. The Customer’s use of third-party services is subject to those services’ own terms and privacy policies.

Uncapped liability

Nothing in these Platform Terms excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, any liability that cannot lawfully be excluded or limited under the laws of England and Wales, or the Customer’s obligation to pay fees due under the Subscription.

Excluded losses

Subject to the uncapped liabilities above, neither party shall be liable to the other for indirect, incidental, special or consequential losses, loss of profits, revenue or anticipated savings, loss of business or business opportunity, loss of goodwill, or loss or corruption of data, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

General liability cap

Subject to the uncapped liabilities above, each party’s total aggregate liability arising out of or in connection with these Platform Terms shall not exceed the greater of the fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim, or five thousand pounds (£5,000).

Enhanced liability cap for data protection and confidentiality

For claims arising from a breach of the Data Processing Agreement or the Platform Confidentiality Terms, each party’s total aggregate liability shall not exceed 200% of the fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim.

Implied terms

To the fullest extent permitted by law, NIIOMA excludes all implied conditions, warranties and terms, including any implied terms as to satisfactory quality, fitness for a particular purpose, reasonable care and skill, and conformity with description.

Reasonableness

Each party acknowledges that the limitations and exclusions in this section are reasonable having regard to the circumstances, the nature of the platform, the fees payable and the availability of insurance. All exclusions and limitations are subject to applicable statutory reasonableness controls under the laws of England and Wales.

Customer indemnity

The Customer shall indemnify, defend and hold harmless NIIOMA and its officers, directors, employees and agents from and against any third-party claims, losses, damages and reasonable costs (including legal fees) arising from unlawful Customer content uploaded to the platform, infringement of third-party intellectual property rights by the Customer’s content, the Customer’s material breach of the acceptable use obligations in section 4, or fraudulent, malicious or deliberately unlawful conduct by the Customer or its Authorised Users.

Indemnity procedures

The indemnifying party shall be given prompt written notice of any claim. The indemnifying party shall have the right to control the defence of the claim, subject to reasonable cooperation from the other party. Neither party shall settle any claim in a way that admits liability on behalf of the other party without that party’s prior written consent. Each party shall take reasonable steps to mitigate its losses.

Termination by the Customer

The Customer may cancel its Subscription in accordance with section 3. The Customer may also terminate these Platform Terms immediately by written notice if NIIOMA commits a material breach that is not remedied within 30 days of written notice specifying the breach.

Termination by NIIOMA

NIIOMA may terminate or suspend the Customer’s access immediately if the Customer commits a material breach of these Platform Terms, including the acceptable use and content safety obligations. NIIOMA may also terminate with 90 days’ written notice if it permanently discontinues the platform.

Refunds on termination

Where NIIOMA terminates these Platform Terms without cause or discontinues the platform, the Customer is entitled to a pro-rata refund of any prepaid fees for the unused portion of the Subscription period. No refund is due where termination results from the Customer’s breach.

Data export

Upon termination or cancellation, the Customer may request an export of its data, including company profiles, documents, conversation history and lead data. Export requests must be made within 60 days of the termination date. NIIOMA will provide the export in a structured, commonly used, machine-readable format within a reasonable period.

After the 60-day export period, NIIOMA will delete the Customer’s data in accordance with the data retention provisions of the Privacy Policy and the DPA. Copies retained in automated backup systems will be deleted in the ordinary course. NIIOMA will provide deletion certification to enterprise Customers on request.

Personal data access rights under UK GDPR are separate from and in addition to the contractual export rights described in this section.

Suspension

Where NIIOMA suspends rather than terminates access, it will use reasonable efforts to restore access promptly once the grounds for suspension have been resolved. Suspension for non-payment will be lifted upon receipt of all outstanding fees.

Survival

The following provisions survive termination: definitions (section 1), content ownership (section 6), platform confidentiality (section 7), limitation of liability (section 14), indemnification (section 15), data export (this section), governing law (section 21) and any other provision that by its nature should survive.

NIIOMA may offer beta, preview or early-access features that are not yet generally available. Beta features are provided ‘as is’ without warranty and may be modified or discontinued at any time without notice. The Customer uses beta features at its own risk.

NIIOMA may collect additional feedback and usage data in connection with beta features. The Customer will be informed before being enrolled in any beta programme and may opt out at any time.

The Customer warrants that it will comply with all applicable export control laws and economic sanctions, including those administered by the UK Office of Financial Sanctions Implementation (OFSI) and the EU. The Customer must not use the platform in any manner that would cause NIIOMA to violate applicable sanctions or export controls.

Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010. Neither party shall offer, promise, give, request or accept any bribe or other improper advantage in connection with these Platform Terms.

Amendments

NIIOMA may update these Platform Terms from time to time. Changes required by law, regulation or security requirements may take effect during the current Subscription period with reasonable notice. All other materially adverse changes will take effect at the start of the next renewal period.

Material changes will be communicated to the Account Administrator via email with at least 30 days’ notice. NIIOMA will provide a clear summary of the changes. Where a change substantially alters data protection, AI training or confidentiality rights, active reacceptance will be required. The Customer may terminate before the effective date of any material change it does not accept, and will receive a pro-rata refund of prepaid fees for the unused Subscription period.

Assignment

The Customer may not assign or transfer these Platform Terms without NIIOMA’s prior written consent. NIIOMA may assign these Platform Terms to an affiliate or in connection with a merger, restructuring, financing or sale of substantially all relevant business assets. Any assignee must remain bound by the data protection and confidentiality obligations in these Platform Terms. NIIOMA will notify the Customer of any assignment.

These Platform Terms are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

Before commencing court proceedings (other than for urgent relief), each party shall attempt to resolve the dispute through good-faith negotiation for a period of 30 days. If the dispute is not resolved through negotiation, either party may refer it to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure before commencing proceedings.

Nothing in this section prevents either party from seeking urgent injunctive or other interim relief in any court of competent jurisdiction where such relief is necessary to protect confidential information, intellectual property or platform security.

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) where the delay or failure results from circumstances beyond that party’s reasonable control. Such circumstances include natural disasters, epidemics, war, terrorism, civil unrest, government action, power failures, internet or telecommunications failures, and cyberattacks. The affected party shall notify the other party promptly and take reasonable steps to mitigate the impact.

Notices

Notices under these Platform Terms shall be sent by email to the address associated with the Account Administrator (for the Customer) or to legal@niioma.com (for NIIOMA). Notices are deemed received on the business day following transmission.

Entire agreement

These Platform Terms, together with the documents incorporated by reference, constitute the entire agreement between the parties in relation to the NIIOMA OS platform. They supersede all prior discussions, negotiations and agreements on this subject.

Severability

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

Waiver

A failure or delay by either party in exercising any right under these Platform Terms shall not constitute a waiver of that right.

Third-party rights

Except as expressly provided in the Platform Confidentiality Terms, no person who is not a party to these Platform Terms shall have any right to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.

Electronic records

NIIOMA maintains audit logs and electronic records of account activity, acceptance of terms and material platform events. These records are admissible as evidence of the matters they record.

Language

These Platform Terms are drafted in English. Where a translated version is provided, the English version prevails in the event of any inconsistency.

Security investigations

NIIOMA may investigate security incidents, suspected breaches and potential threats to the platform. The Customer shall cooperate reasonably with any such investigation, provided that NIIOMA will not access Private Customer Content as part of a security investigation except where strictly necessary and proportionate.