Terms of Service

01 Service Description and Scope

Vern is a web-based SaaS platform that performs AI-powered contract risk triage. Users upload contract documents (Terms of Business, service agreements, NDAs, supplier contracts, SaaS agreements, and other commercial agreements) for automated analysis.

Vern analyses each clause against the user's configured risk playbook and delivers traffic light risk ratings (red, amber, green), clause-by-clause breakdowns, executive summaries and downloadable PDF reports.

Vern also offers email triage functionality, allowing users to forward contracts to a dedicated email address for automated analysis, and provides multi-tenant workspaces with team management features.

Triage Levels

• AI Only (available now) - Fully automated AI analysis against the user's risk playbook.
• AI + Expert Review (coming soon) - AI analysis enhanced by a specialist reviewer.
• Expert Only (coming soon) - Full specialist-led assessment.

02 Not Legal Advice - Critical Disclaimer

Vern flags clauses that deviate from your configured risk positions. Its outputs are informational risk indicators, not legal opinions.

AssurePath strongly recommends that users consult a qualified solicitor for any legal decisions relating to their contracts.

AssurePath, its employees and its AI systems are not acting as solicitors, barristers or legal advisers when providing the Vern service.

No solicitor-client relationship, duty of care or professional liability arises from the use of Vern.

03 Account Registration and Responsibilities

Users must create an account to use Vern. Registration requires a valid email address and password.

Each user must maintain their own account. Account sharing is not permitted.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

04 Acceptable Use

Vern is intended for the triage of commercial contractual documents including but not limited to: Terms of Business (TOBs), service agreements, supplier contracts, SaaS agreements, NDAs, contractor agreements, and other commercial agreements.

You agree not to:

• Upload documents you are not authorised to share or process
• Use the service for any unlawful purpose
• Attempt to reverse-engineer, decompile or extract the AI models or algorithms
• Use automated tools to scrape, crawl or bulk-access the platform
• Resell, sublicense or redistribute Vern's outputs without written consent

05 Subscriptions, Pricing and Payment

Vern offers a free tier with limited usage allowances.

Paid plans with increased usage allowances and additional features are available within the Vern application. Current pricing is displayed on our pricing page.

Paid subscriptions are billed in advance on a monthly or annual basis. All fees are in GBP and exclusive of VAT unless stated otherwise.

Late payments may incur interest at 8% per annum plus the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

We offer annual billing and invoicing for businesses that prefer this over card payments.

06 AI Processing Disclaimers

Vern's AI analysis is performed by large language models that process contract text against the user's configured risk playbook.

Risk ratings and clause classifications are indicative assessments, not guarantees of accuracy or completeness.

Triage results may vary depending on the quality, formatting and clarity of the uploaded document.

07 Intellectual Property

Your Documents

Users retain all ownership rights and intellectual property in documents uploaded to Vern. We do not claim any ownership of your content.

Triage Outputs

AI-generated triage reports, risk ratings, clause breakdowns, executive summaries and other analysis outputs are provided to the user under a perpetual, non-exclusive licence for the user's internal business purposes.

Your Playbook

Users retain ownership of the specific risk positions, rules and escalation triggers configured in their playbook.

Platform IP

AssurePath retains all rights in the application code, user interface, AI integration layer, report generation engine, AI models, algorithms, report templates and formatting.

08 Data Protection and Privacy

Both parties will comply with applicable data protection laws including UK GDPR and the Data Protection Act 2018.

AssurePath implements appropriate technical and organisational measures including encryption of data in transit and at rest, and regular security assessments and audits.

Customer data is primarily processed and stored within the United Kingdom. Your documents are never used to train AI models.

For full details on how we handle your data, please see our Privacy Policy.

A separate Data Processing Agreement is available where required and can be requested by contacting us.

09 Confidentiality

Both parties agree to maintain strict confidentiality of all confidential information disclosed in connection with the use of Vern.

Confidential information includes, but is not limited to, uploaded contract documents, playbook configurations, triage results and account information.

Confidentiality obligations survive termination of these terms for a period of 5 years.

10 Service Availability

AssurePath targets 99.5% monthly uptime for the Vern platform, measured as availability of core triage and report functionality, excluding scheduled maintenance windows.

We will provide at least 48 hours' notice for planned maintenance via in-app notification or email.

AssurePath will use commercially reasonable efforts to resolve unscheduled outages promptly.

Service level commitments and any associated remedies apply only to paid subscription tiers.

AssurePath is not liable for downtime or degraded performance caused by outages at third-party service providers.

11 Suspension and Termination

Cancellation by User

Paid subscribers may cancel their subscription at any time. Cancellation takes effect at the end of the current billing period.

Free tier accounts may be closed at any time and closure takes effect immediately.

Data After Closure

Upon account closure, all associated data will be permanently deleted within 30 days. Users will receive a reasonable period (minimum 14 days from notice) to export their data before deletion.

Suspension by AssurePath

AssurePath may suspend or terminate access to Vern for violation of these terms, unpaid fees, or suspected fraudulent activity.

Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these terms and fails to cure the breach within 30 days of receiving written notice.

12 Limitation of Liability

Excluded Damages

AssurePath shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or business interruption.

Vern-Specific Liability

AssurePath shall not be liable for any loss, damage, claim or expense arising from reliance on Vern's AI triage outputs, risk ratings or reports.

AssurePath shall not be liable for the failure of the AI analysis to identify a particular risk, clause or contractual issue.

Liability Cap - Paid Subscriptions

AssurePath's total liability for all claims arising from or relating to these terms or the Vern service shall not exceed the total subscription fees paid by the user in the 12 months preceding the claim.

Liability Cap - Free Tier

For users on the free tier, AssurePath's total aggregate liability is capped at fifty pounds sterling (£50).

Exceptions

Nothing in these terms limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Time Limitation

Claims must be brought within 12 months of the date the claimant knew or should have known of the circumstances giving rise to the claim.

13 Indemnification

You agree to indemnify, defend and hold harmless AssurePath and its officers, directors, employees and agents from any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from:

• Uploading documents you are not authorised to share or process
• Using Vern's outputs as legal advice, contrary to the disclaimers in these terms
• Violating the acceptable use terms set out in Section 4
• Any third-party claims relating to the content of documents you upload

14 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay arises from a Force Majeure event, including but not limited to:

• Natural disasters
• Cyberattacks or security incidents
• Internet or telecommunications failures
• Pandemics or public health emergencies
• Acts of government or regulatory action
• War, terrorism or civil unrest

15 Governing Law and Disputes

These terms are governed by and construed in accordance with the laws of England and Wales.

Any disputes arising from or in connection with these terms will be subject to the exclusive jurisdiction of the courts of England and Wales.

16 General Provisions

Entire Agreement. These terms, together with the Privacy Policy and any Data Processing Agreement, constitute the entire agreement between you and AssurePath in relation to Vern and supersede all prior agreements, understandings and representations.

Severability. If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver. Failure by either party to enforce any provision of these terms does not constitute a waiver of that provision or any other provision.

Assignment. You may not assign or transfer your rights under these terms without our prior written consent. AssurePath may assign its rights and obligations in connection with a merger, acquisition or sale of assets.

Contact. Questions about these terms should be directed to hello@askvern.ai or via our contact page.