Legal Notes

These Terms of Service ("Terms") govern access to and use of the websites, software, platforms, trust centres, and services provided by Raico Technology Ltd, a company incorporated in England and Wales (Company No. 15956975) with its registered office at 12 Oliver Grove, Ebbsfleet Valley, Swanscombe, England, DA10 1FJ ("Raico", "we", "us", or "our").

These Terms apply to:

• visitors to our website(s)
• customers accessing our software-as-a-service platform;
• authorised users accessing content of customers;
• users accessing or viewing a Trust Centre; and
• customers engaging Raico for advisory or professional services.

IMPORTANT: These Terms apply exclusively to business customers (B2B). Our Services are not offered to consumers.

By accessing or using the Services, you confirm that you have authority to bind the entity you represent and that you agree to these Terms.

• Agreement means these Terms together with any Order Form, Statement of Work (SOW), Privacy Policy, and Data Processing Addendum (DPA).
• Authorised Users means individuals authorised by Customer to access the Services.
• Confidential Information means information that is proprietary or confidential to a party under this Agreement and is disclosed by it to the other party.
• Customer means the legal entity entering into this Agreement.
• Documentation means user guides, technical documentation, and materials made available by Raico for the relevant Services, including (where applicable) as referred to in the Order Form or otherwise made available, and as may be updated from time to time.
• Effective Date means the earlier of the date specified as such on the Order Form (if any) and the date on which the Organisation starts using the Services.
• Intellectual Property means any and all patents (whether applied-for or issued), copyrights (including future copyrights), design rights, trade marks, service marks, domain names, trade secrets, know-how, database rights, and all other intellectual property rights, whether registered or unregistered, and including applications for any of the foregoing and all rights of a similar nature which may exist anywhere in the world.
• Order Form means any ordering document, online subscription, or written agreement specifying the Services to be provided, and referencing these Terms.
• Professional Services means implementation, advisory, training, or consulting services provided under an SOW or Order Form.
• Scheduled Maintenance means any work notified to the Customer to be carried out by Raico or on its behalf that may cause the Services to be temporarily suspended or disrupted.
• Services means Raico's SaaS platform, trust centre, advisory services, and related support under these Terms and as set out in the Order Form.
• Trust Centre means Raico's functionality that allows Customers to showcase aspects of their compliance, security, or governance posture to third parties with contractual rights of access.

The Services are provided on a shared, multi-tenant SaaS basis. Customers access the same shared platform, infrastructure, and codebase. No bespoke software, custom IP, or works-made-for-hire are created unless expressly agreed in writing.

The Trust Centre enables Customers to:

• upload, manage, and showcase compliance-related information to third parties with contractual or authorised rights;
• view trust or compliance information shared by other customers.

Participation in the Trust Centre is optional. Customers may opt out of sharing Trust Centre data by submitting a written request to Raico. Opting out may limit access to certain functionality.

The Services support governance, risk, and compliance activities but do not guarantee compliance with any law, regulation, standard, or framework. Raico does not provide legal, regulatory, or certification advice.

Subject to payment and compliance with these Terms and the Services set out in the Order Form, Raico grants Customer a limited, non-exclusive, non-transferable right for Authorised Users to access and use the Services during the applicable subscription term beginning with the Effective Date.

Customer shall not be entitled to use the Services or Documentation for any other purpose. In particular and without limitation, the Organisation shall have no right to copy, translate, reproduce, adapt, reverse engineer, decompile, disassemble, or create derivative works of the Software or the Materials except as permitted by applicable law. Further, Customer shall have no right to sell, rent, lease, transfer, assign, or sublicense the Services, the Documentation or its rights under this Agreement without Raico's prior written consent.

Customer recognises that Raico is always finding ways to improve the Services and add features and agrees that Raico may change the Services from time to time, provided that any such changes do not fundamentally alter the nature of the Services.

The annual charges stated in an Order Form will only cover the Services described in the Order Form. Raico and the Customer will agree pricing for any additional services provided.

Customer is responsible for:

• Authorised Users' compliance with this Agreement;
• accuracy and legality of data submitted;
• maintaining access controls and credentials.

Customer must not:

• reverse engineer, decompile, or copy the Services;
• resell or make the Services available to third parties except as permitted;
• use the Services to build or benchmark a competing product;
• upload malicious code or unlawful content.

Professional Services, if any, will be provided only pursuant to a mutually agreed SOW or Order Form.

Professional Services will be performed in a professional and workmanlike manner. Customer acknowledges that such services are advisory and configuration-based in nature.

Unless expressly otherwise, all methodologies, templates, tools, and deliverables remain Raico's Intellectual Property. Customer receives a limited licence to use deliverables solely in connection with the Services.

Raico does not warrant that Professional Services will result in certification, audit success, or regulatory approval.

Raico processes Personal Data in accordance with its Privacy Policy and Data Processing Addendum which form part of this Agreement.

Raico retains all rights, title, and interest in the Services, Documentation, and Trust Centre. Customer retains ownership of its own data.

Customer grants Raico a worldwide, non-exclusive, and royalty-free licence to use Customer data as necessary to provide and improve the Services, including in aggregated and de-identified form.

Customer assigns to Raico all Intellectual Property rights in all suggestions or feedback given to Raico.

Each party shall protect the other's Confidential Information and use it solely for purposes of this Agreement. Confidential Information excludes information that:

• becomes publicly known after disclosure;
• was in the other party's lawful possession before the disclosure;
• is required to be disclosed by law, by any court within jurisdiction, or by any regulatory or administrative body.

Customer acknowledges that the Services and Documentation constitute Raico's Confidential Information.

No party shall use the other party's trademarks or share information with third parties about this Agreement, without the prior written consent of the other party. Raico may use Customer's name and logo for the limited purpose of identifying Customer under an active Agreement.

Fees are as set out in the applicable Order Form. Fees are non-refundable except as expressly stated. Payment shall be made in the currency indicated on the Order Form or, if not specified, GBP. All Charges quoted for the provision of the Services are exclusive of any VAT or local charges at the source.

If Customer requires a purchase order number on invoices, it shall provide a purchase order number on the Order Form or as soon as reasonably practicable following the date the Order Form (or other Charges) are agreed. If Customer does not provide a purchase order number as required under this clause, the Customer shall pay any related invoices without a purchase order number and may not withhold or delay payment of an invoice due to the absence of, or Customer's delay in providing, a purchase order number.

Any terms stated by Customer on or otherwise to be applicable to a purchase order shall not apply to the Services or this Agreement.

Raico will invoice the charges to Customer in advance on an annual basis for payment within 30 days of the date of receipt of any such invoice, unless expressly stated otherwise on the Order Form or as presented on the invoice. Sums shall be paid in full without set off or deduction. Raico's first provision of the Services is subject to its receipt of payment.

Except as expressly stated, the Services are provided "as is". To the maximum extent permitted by law, Raico disclaims all implied warranties. Raico will provide the Services using reasonable skill and care and in substantial conformance with the Documentation. Raico will use commercially reasonable efforts to maintain availability of the Services and to provide reasonable notice in advance of any Scheduled Maintenance.

Customer assumes sole responsibility for results obtained from use of the Services and Documentation, and for conclusions drawn from such use.

Neither party will be liable for any (i) loss of profits, business, business opportunities, revenue, turnover, reputation or goodwill; (ii) loss or corruption of data or information; or (iii) incidental, consequential, exemplary, punitive, or special damages.

To the maximum extent permitted by law:

• neither party shall be liable for indirect or consequential losses;
• Raico's aggregate liability shall not exceed the fees paid by Customer in the 12 months preceding the claim.

Each party shall indemnify the other against third-party claims subject to the Limitation of Liability under clause 10, except for claims arising from the breach of this Agreement or infringement of Intellectual Property rights.

Subscriptions commence on the Effective Date and shall continue for the term specified in the Order Form and renew automatically for the same period under the expiring Order Form, unless terminated in accordance with the Agreement. Either party may give written notice to the other party, not later than 30 days before the end of the Order Form, to terminate this Agreement.

Raico may terminate this Agreement for Customer non-payment more than 30 days after the due date stipulated in the Order Form.

Upon termination, Raico will be under no obligation to retain any data or information and all licenses to the Service and Documentation shall immediately terminate.

Raico may assign, transfer, or deal in any other manner with all or any of the rights under this Agreement, or any part thereof, to a third party. Raico may subcontract the Services or parts of them to a third party.

Raico will remain responsible for breaches of this Agreement caused by its subcontractors.

Customer agrees to comply with applicable export control and sanctions laws.

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

This Agreement and the Order Form constitutes the entire agreement between the parties and supersedes all prior agreements. Any amendments must be in writing and signed by authorised representatives. Raico may make commercially reasonable changes to these terms from time-to-time, material changes of which will be provided with notice at least 30 days prior to taking effect.

Unless otherwise stated, in the case of any conflict between the Order Form and these Terms the Order Form shall prevail.

Company: Raico Technology Ltd
Email: support@raico.io | privacy@raico.io
Data Protection Officer: Angela Raib