Terms and Conditions

These Terms and Conditions (“Terms”) form a binding agreement between you and Navanto Ltd (“Navanto”, “we”, “us”) governing your use of the Navanto application (“Service”). Navanto Ltd is registered in England and Wales (company number 17073806), with its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

The Service is provided to your organisation under a separate written commercial agreement between Navanto and your organisation (the “Master Subscription Agreement” or “MSA”), supported by a Data Processing Agreement (“DPA”). These Terms apply to you as an individual user. Where your organisation’s MSA or DPA conflicts with these Terms, the MSA or DPA takes precedence as between Navanto and your organisation.

You confirm that you are accessing the Service for purposes within your trade, business or profession, and not as a consumer.

Your account is created by an administrator at your organisation. You are responsible for keeping your sign-in credentials confidential and for all activity that takes place under your account. You must notify us promptly if you believe your account has been used without your permission.

You must provide accurate information and keep your account details up to date. You must be at least 18 years old to use the Service.

You accept these Terms by clicking “I accept” (or equivalent) when first signing in to the Service. We retain a record of that acceptance for as long as your account exists, plus a reasonable period afterwards.

You agree not to:

• Use the Service for any unlawful, fraudulent, harmful or deceptive purpose
• Upload or share content that is illegal, infringes another person’s rights, or is obscene, defamatory, or harassing
• Attempt to gain unauthorised access to the Service, other users’ accounts, or the systems or networks supporting the Service
• Reverse engineer, decompile, or otherwise attempt to derive the source code of the Service, except to the extent permitted by law
• Interfere with or disrupt the integrity or performance of the Service, including by overloading, flooding, or stress-testing it without our prior written consent
• Use the Service to build a competing product or to copy its features

Good-faith security research carried out under our published Responsible Disclosure Policy is not a breach of this clause.

You and your organisation retain all rights in the content you upload to or create within the Service (“Customer Content”). You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display and process Customer Content solely as necessary to operate, secure and provide the Service and related support to your organisation.

We do not use Customer Content to train, fine-tune or otherwise develop AI models, and we do not share Customer Content with third parties for those purposes.

You are responsible for ensuring that you have the necessary rights and consents to upload Customer Content, that doing so does not violate any third party’s rights or any law, and that any third party you invite to access Customer Content through the Service (such as subcontractors, consultants, clients, or principal contractors) has been notified appropriately and is permitted to receive that information.

Where Customer Content includes personal data, your organisation acts as data controller and Navanto acts as data processor. The processing is governed by the DPA in force between Navanto and your organisation, in addition to these Terms.

The Service includes AI assistant features that use third-party large language models. You are interacting with an AI system. AI output may be inaccurate, incomplete, biased or misleading and must not be relied on without independent verification by a competent person, particularly for any decision that is safety-critical, structural, regulatory, contractual or financial.

Inputs you submit to AI features are processed by our AI service providers under their data processing terms and are not used to train any underlying AI model.

In the construction context specifically, you acknowledge and agree that:

• The Service is a productivity and project management tool. It is not a substitute for the competent assessment, judgement and sign-off required of duty-holders under the Construction (Design and Management) Regulations 2015 (CDM 2015), the Health and Safety at Work etc. Act 1974, the Building Safety Act 2022, or any other applicable health, safety, building or planning regulation.
• You and your organisation remain solely responsible for the accuracy, adequacy and lawful use of any document produced with the assistance of the Service, including (without limitation) Risk Assessment Method Statements (RAMS), construction phase plans, programme schedules, drawings, bills of quantities, tender submissions, golden-thread information for higher-risk buildings, and any submission to the Health and Safety Executive, the Building Safety Regulator, a local authority or any other competent authority.
• The Service does not certify any output as compliant with any standard, regulation or contractual obligation. You are responsible for engaging appropriately qualified professionals to review and approve any output before it is acted on.

The Service, including its software, design, logos and branding, is owned by Navanto Ltd and its licensors. We grant you a non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes during the term of your organisation’s subscription. No other rights are granted by implication.

Our handling of personal data is described in our Privacy Policy. The cookies set by the Service are described in our Cookie Policy. Where Customer Content includes personal data, processing is also governed by the DPA between Navanto and your organisation.

We aim to keep the Service available but we do not guarantee uninterrupted access. We may modify, update or discontinue features from time to time. Where a change materially reduces the functionality available to your organisation during its active subscription term, we will provide reasonable advance notice (typically at least 30 days where practicable).

We may suspend or terminate your access if:

• You materially breach these Terms and (where the breach is capable of remedy) fail to remedy it within 14 days of notice from us
• Your conduct creates a security risk or risk of harm to other users, the Service or third parties (in which case suspension may be immediate)
• Your organisation’s subscription ends
• We are required to do so by law

Your organisation may also remove your access at any time. On termination, your right to use the Service ceases immediately. Customer Content is handled in accordance with the Privacy Policy and the DPA.

We maintain appropriate technical and organisational measures designed to protect the Service and Customer Content against unauthorised access, alteration, disclosure or destruction, in line with industry good practice for SaaS providers. Further detail (including any certifications we hold from time to time) is available to customers on request and is described in the DPA.

The Service is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that AI assistant output will be accurate.

Nothing in these Terms limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• compensation owed to a data subject under Article 82 of the UK GDPR; or
• any other liability that cannot be limited or excluded under applicable law.

Subject to that, to the fullest extent permitted by law:

• We are not liable for any indirect, incidental, special, consequential or punitive losses, or for loss of profits, revenue, business, goodwill, anticipated savings, or data;
• Our total aggregate liability arising out of or in connection with the Service in any 12-month period is limited to the fees paid by your organisation for the Service in that period (or, if no fees have been paid, £100).

You agree to indemnify Navanto against any third-party claims, losses, damages or costs (including reasonable legal fees) arising out of (i) your breach of these Terms, (ii) your Customer Content, or (iii) your unlawful or negligent use of the Service.

This indemnity does not apply to the extent that the relevant claim, loss, damage or cost is caused by Navanto’s own breach, negligence or wilful misconduct.

You will only owe an amount under this indemnity if we (a) notify you of the claim promptly after becoming aware of it, (b) give you reasonable cooperation in the defence of the claim, and (c) do not settle the claim without your prior written consent (not to be unreasonably withheld). Your total liability under this indemnity in any 12-month period is subject to the same overall cap as in clause 12.

We may update these Terms from time to time. The “last updated” date above will reflect the latest version. If we make material changes, we will ask you to accept the updated Terms in the application before you can continue using it.

In these Terms:

• “Customer Content” has the meaning given in clause 4.
• “DPA” means the Data Processing Agreement between Navanto and your organisation.
• “Material change” means a change that, in our reasonable opinion, has more than a minimal effect on your rights or obligations or on the functionality available to your organisation.
• “MSA” means the Master Subscription Agreement (or equivalent commercial contract) between Navanto and your organisation.
• “Subscription term” means the active subscription period of your organisation as set out in the MSA.

These Terms and any dispute arising out of or in connection with them (including non-contractual disputes) are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Questions about these Terms? Email us at support@navanto.co.uk.