Version 1.1 · effective 30 July 2026 · international standard. These Terms are country-neutral; country packs adapt them to a specific country's law. They become binding for an engagement when a specific version is referenced in a signed Offer or explicitly accepted in writing (including by e-mail). Earlier versions are available on request at info@innovatica.ai.
1. Parties, scope and acceptance
1.1. These General Terms of Service (the "Terms") govern every service that Innovatica Technologies FZ-LLC, a free-zone limited liability company registered in Ras Al Khaimah, United Arab Emirates (the "Provider" or "Innovatica"; contact: info@innovatica.ai), delivers to the client identified in an accepted Offer (the "Client").
1.2. The contract between the Provider and the Client consists of, in order of precedence: (a) the signed or accepted Offer describing the services, fees and any agreed deviations; (b) the Data Processing Agreement, where personal data is processed on the Client's behalf; (c) these Terms. A conflicting term in a lower document does not override a higher one unless it says so expressly.
1.3. The Provider delivers software-based services built on its own platform, including — depending on the Offer — AI knowledge assistants and chat agents, web applications, collection and analysis of publicly available web data (including competition analysis), reporting, and related setup, hosting and maintenance (the "Services").
1.4. Acceptance. The Client accepts these Terms by signing an Offer that references them, or by confirming acceptance in writing — including by e-mail — naming the document and version. The current version is always published at innovatica.ai/legal.
2. How the Services are built and delivered
2.1. The Services are configurations of the Provider's reusable platform. The Provider may change the internal implementation, hosting arrangement, sub-components and tooling of the Services at any time, provided the agreed functionality and any agreed service levels are maintained.
2.2. Functional changes requested by the Client beyond the accepted Offer are agreed in writing as change orders and may carry additional fees.
2.3. Unless the Offer states otherwise, the Services are provided remotely, during the Provider's normal working hours, without a committed uptime level. Where an uptime or response-time commitment is agreed, it is stated in the Offer and applies only to components under the Provider's direct control.
2.4. Protective suspension. The Provider may temporarily suspend a Service, in whole or in part, where reasonably necessary to protect the Service, other clients or third parties from a security incident, abuse, or a legal requirement — limited to the scope and duration necessary, with notice to the Client as soon as circumstances allow.
3. Client obligations
3.1. The Client provides, in a timely manner, the materials, information, access and decisions reasonably needed for the Services (e.g. content for a knowledge base, brand assets, domain/DNS access, points of contact).
3.2. The Client warrants that the materials and instructions it provides are lawful, that it holds the rights needed for their agreed use, and that its use of the Services complies with the law and with the terms of any third-party service the Client asks the Provider to use or target.
3.3. The Client is responsible for its end users' use of any client-facing component of the Services, within the limits the parties agree and the law allows.
4. Fees and payment
4.1. Fees, billing frequency and any usage-based components are stated in the Offer. Unless stated otherwise, fees are expressed without VAT and other applicable taxes, invoices are due within 15 days, and subscription fees are payable in advance.
4.2. Discounted prepaid periods are non-refundable except where these Terms or mandatory law provide otherwise.
4.3. If an undisputed invoice is more than 30 days overdue, the Provider may, after written warning, suspend the Services until payment; statutory default interest applies.
4.4. Pilot. Unless the Offer states otherwise, a new feature begins with a free pilot (standard duration 30 days): no fees accrue, either party may end it at any time, and ending the pilot means the Provider deletes the pilot solution. At most two features per Client run as free pilots at the same time; further free pilots become available once an earlier feature has converted to a paid or activated state, and additional parallel builds may be agreed as paid setup work.
4.5. Usage-based subscription. After a successful pilot the feature remains available on its smallest package, and subscription fees for it begin only when its measured usage first crosses the activation threshold stated in the Offer. Usage is measured from the platform's own logs and reported to the Client in a monthly usage report — the same numbers the fees are computed from.
4.6. One-way activation. Once billing for a feature has started, the smallest package is that feature's contractual minimum from then on: a period of low or no usage does not suspend or remove the subscription fee. A Client that no longer wants a billed feature ends it by cancellation under Section 5, whereupon the feature is deactivated.
4.7. Package changes. Where the Offer defines usage packages, a feature's package changes at most once per calendar quarter, is always announced in advance, and follows the measurement and grace rules stated in the Offer.
4.8. Idle features. If an unbilled feature stays below its activation threshold for six consecutive months, the parties revisit whether to keep it; if the Client does not respond within 30 days of the Provider's written prompt, the Provider may deactivate the feature after notice.
5. Term and termination
5.1. Subscriptions run for the period stated in the Offer and renew for the same period unless either party gives notice of non-renewal at least 30 days before expiry. One-off engagements end on delivery.
5.2. Either party may terminate for material breach not cured within 15 days of written notice, or immediately where cure is impossible.
5.3. On termination the Provider will, at the Client's choice and within 30 days, return or delete the Client's data as set out in the Data Processing Agreement, and will provide a reasonable final export of Client data in a common machine-readable format. Fees accrued to the termination date remain payable.
6. Intellectual property
6.1. The Provider retains all rights in its platform, its reusable modules, tools, know-how, templates, prompts and every generic improvement made while delivering the Services, including improvements prompted by the Client's use. Nothing in the contract transfers ownership of the platform to the Client.
6.2. The Client retains all rights in the data, content and materials it provides. The Client grants the Provider the licence needed to host and process them for delivering the Services.
6.3. Deliverables produced specifically for the Client (e.g. reports, configured applications, generated documents) are licensed to the Client — non-exclusive, worldwide, perpetual for internal business use — upon full payment, excluding the underlying platform and modules, which remain the Provider's and are made available for the duration of the subscription.
6.4. Feedback and suggestions may be used by the Provider without restriction or compensation.
7. Third-party dependencies
7.1. The Services depend on services and platforms outside the Provider's control, including without limitation: cloud infrastructure (Microsoft Azure), AI model providers (e.g. Anthropic, Microsoft), communication and e-mail delivery services, source websites and social platforms whose publicly available content the Client asks the Provider to collect or monitor (e.g. Instagram, Google, competitor websites), and the Client's own systems ("Third-Party Dependencies").
7.2. Third-Party Dependencies change without notice: providers modify or retire APIs and models, change prices, terms, rate limits or output behavior, alter website structure, and may block, throttle or degrade automated access. The Provider does not control and does not warrant Third-Party Dependencies, and is not liable for unavailability, degradation, output changes or data gaps in the Services to the extent caused by a change, failure or decision of a Third-Party Dependency.
7.3. Where a Third-Party Dependency change breaks or degrades a Service, the Provider will notify the Client without undue delay and use commercially reasonable efforts to restore or adapt the Service. Adaptation that requires material re-engineering (e.g. a source platform removing access relied on by the Service) is scoped as a change order; if no commercially reasonable adaptation exists, either party may terminate the affected Service with pro-rata refund of prepaid, undelivered fees as its sole remedy.
7.4. Collection of publicly available web data is performed with technical restraint (rate limits, robots conventions where applicable). The Client — who selects the sources and purposes — warrants that the collection and its use of the results are lawful in its jurisdiction; the Provider may decline or stop collection from a source it reasonably considers unlawful or prohibited.
8. AI-generated output
8.1. Parts of the Services produce content using artificial-intelligence models. AI output is probabilistic: it can be incomplete, outdated or incorrect, and identical inputs can produce different outputs, including after model updates by third-party providers.
8.2. AI output is not professional advice (medical, legal, financial, tax or other regulated advice) and is not represented as fact. The Client reviews AI output before relying on it or publishing it, and is responsible for human oversight appropriate to its use case.
8.3. Where the Offer includes client-facing AI assistants, the parties agree the assistant's disclosed scope and disclaimers shown to end users; agreed guardrails (persona limits, refusal areas, usage caps) form part of the Service configuration.
8.4. The Provider does not warrant that AI output is free of third-party rights claims, and the Client's use of AI output in its own products or marketing is at the Client's discretion and risk, subject to clause 10.
9. Confidentiality
9.1. Each party protects the other's non-public business, technical and commercial information with at least the care it applies to its own confidential information, uses it only for the contract, and discloses it only to personnel and subcontractors bound by confidentiality — for as long as the information remains confidential, surviving termination.
9.2. Confidentiality does not cover information that is public without breach, independently developed, lawfully received from a third party, or must be disclosed by law or a competent authority (with notice where permitted).
10. Warranties, disclaimers and liability
10.1. The Provider performs the Services professionally, with the care of a diligent professional, and in material conformity with the Offer.
10.2. Except as expressly stated, and to the maximum extent permitted by law, the Services are provided without further warranties — including fitness for a particular purpose, uninterrupted operation, or accuracy of AI output and of data collected from third-party sources (clauses 7 and 8).
10.3. Liability cap. To the maximum extent permitted by law, each party's total aggregate liability under or in connection with the contract is limited to the fees the Client paid for the Services in the 12 months preceding the event giving rise to liability, and neither party is liable for lost profits, lost revenue, loss of data (beyond the Provider's agreed backup obligations), or indirect or consequential loss.
10.4. The cap and exclusions in 10.3 do not apply where liability cannot be limited under mandatory provisions of the governing law — typically including liability for damage caused intentionally or by gross negligence, or for death or bodily injury — nor to the Client's payment obligations or either party's breach of clause 9.
10.5. The Client indemnifies the Provider against third-party claims arising from the Client's materials, instructions, source selections or unlawful use of the Services. The Provider will defend the Client against claims that the Provider's own platform (excluding Client materials, third-party models and AI output used contrary to clause 8) infringes third-party IP rights, subject to the cap in 10.3.
11. Data protection
Where the Provider processes personal data on the Client's behalf, the Data Processing Agreement published at innovatica.ai/legal/dpa applies and forms part of the contract. Roles: the Client is controller, the Provider is processor, each within the meaning of the applicable data-protection law (the GDPR and/or the corresponding national law of the Client's country).
12. Force majeure
Neither party is liable for failure caused by events beyond its reasonable control (natural disasters, war, acts of authorities, internet backbone or power failures, and similar). The affected party notifies the other and mitigates; if force majeure lasts longer than 60 days, either party may terminate the affected Services.
13. Final provisions
13.1. Governing law and forum. The governing law and dispute forum are those stated in the Offer — as a rule, the law and competent courts of the Client's country, as adapted by the applicable country pack. If the Offer is silent, the contract is governed by the law of the Client's principal place of business and the competent courts there have jurisdiction.
13.2. Neither party may assign the contract without the other's consent, not to be unreasonably withheld; the Provider may assign to a successor of its business with notice.
13.3. The Provider may reference the Client's name and logo as a customer reference unless the Offer says otherwise.
13.4. Amendments to a concluded contract must be in writing (including e-mail confirmed by both parties). If a provision is invalid, the remainder stands and the invalid provision is replaced by a valid one closest in effect. A failure to enforce a right is not a waiver of it.
13.5. International standard and country packs. These Terms are the international standard version, published in English. Country packs adapt them to a specific country's law and language and state which version governs an engagement under them; unless the applicable country pack states otherwise, this English version prevails.
13.6. Notices. Legal notices are given in writing by e-mail — to the Provider at info@innovatica.ai, to the Client at the address stated in the Offer — and are deemed received on the first business day after sending, absent a delivery failure.
13.7. Updates to these Terms. The Provider may publish new versions of these Terms at innovatica.ai/legal. A new version applies to new Offers, and to running subscriptions from their next renewal, provided it was published at least 30 days before that renewal; the version referenced in the Client's Offer or acceptance governs until then.
13.8. Non-solicitation. During the contract and for 12 months after, neither party will actively solicit for employment the other party's personnel directly engaged on the Services; responses to general public job advertisements are not solicitation.
13.9. Survival. Clauses 6 (IP), 9 (confidentiality), 10 (liability), 13.1 (law and forum) and payment obligations survive termination.
Version history
| Version | Date | Summary |
|---|---|---|
| 1.1 | 2026-07-30 | Separated into the country-neutral international standard (owner decision): governing law/forum from the Offer and country pack, generic mandatory-law carve-outs, applicable data-protection law; Serbia specifics live in the Serbia pack (Serbian version) |
| 1.0 | 2026-07-30 | First release: acceptance by signed Offer or written (e-mail) confirmation; subscription model, third-party-dependency and AI-output terms; liability cap with mandatory-law carve-outs |