Terms of Service

Our Services

These Terms of Service (this “Agreement”) govern your access to and use of the websites, applications, and services made available by Tavio AI (“Tavio”, the “Company”, “we”, “us”, or “our”), together the “Services”.

The Services apply artificial intelligence to procurement in the built environment. Depending upon the subscription plan in effect, the Services may include the drafting of specifications, the sourcing and assessment of suppliers, the administration of tenders, the comparison of bids, the verification of invoices against contracted rates, compliance checking, and the maintenance of audit records.

By accessing or using the Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organisation, you represent that you have authority to bind that organisation, and references to “you” and “your” are to that organisation.

Where your organisation has executed a separate written agreement with us, including a master services agreement, order form, or pilot agreement (a “Customer Agreement”), that Customer Agreement governs and this Agreement applies only to the extent that it does not conflict with it. Our Privacy Policy and Cookie Policy are incorporated into this Agreement by reference.

Account, password, and security

The Services are made available for business use only. In order to access the Services you must register for an account and provide information that is accurate, current, and complete, and you must keep that information up to date.

You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account, whether or not authorised by you. You must not share credentials with any other person or permit any other person to access the Services using your credentials.

You must notify us promptly at mateo@trytavio.ai upon becoming aware of any unauthorised access to or use of your account, or any other breach of security. We are not liable for any loss arising from unauthorised use of your account occurring before you have notified us.

Where you permit personnel, contractors, or advisors to access the Services under your account, you are responsible for their compliance with this Agreement and their acts and omissions are treated as your own.

Billing and payment

The fees payable for the Services, the billing frequency, and the subscription term are as set out in the applicable order form or Customer Agreement.

Where payments are made by payment card, such payments are processed by our third party payment provider, and your use of that facility may be subject to that provider’s own terms. Invoices are payable in the currency stated on the invoice and within the period stated on it.

All fees are exclusive of value added tax and any other applicable taxes, duties, or levies, which you are responsible for paying in addition. Where we are required to collect such amounts, they will be added to the invoice.

Where any undisputed sum remains unpaid after its due date, we may charge interest in accordance with applicable law and may, following notice, suspend access to the Services until payment is received. Except where this Agreement or applicable law provides otherwise, fees are non refundable.

Customer Content

“Customer Content” means the materials that you submit to or generate through the Services, including specifications, tender documentation, contractor submissions, compliance documentation, invoices, and correspondence.

As between you and us, you retain all right, title, and interest in and to Customer Content. We claim no ownership of it. You grant us a limited, non exclusive licence to host, store, process, transmit, and display Customer Content solely to the extent necessary to provide the Services to you, to provide support at your request, and to comply with applicable law.

Customer Content is not used to train our models or the models of our model providers.

You represent and warrant that you hold all rights, consents, and permissions necessary to submit Customer Content to the Services; that its submission does not breach any obligation of confidence owed to any third party, including any contractor, client, or supplier; and that Customer Content does not infringe the rights of any third party or contravene applicable law.

We do not monitor or review Customer Content in the ordinary course, and we accept no responsibility for its accuracy, completeness, or legality. Access by our personnel to Customer Content is restricted in accordance with our Privacy Policy.

You may export Customer Content during the subscription term. Following termination, we will make Customer Content available for export for the period specified in your Customer Agreement, after which it may be deleted.

Representations and warranties

By using the Services, you represent and warrant that:

• you are at least eighteen years of age and have the legal capacity to enter into a binding contract;
• where you act on behalf of an organisation, you have authority to bind that organisation to this Agreement;
• you will use the Services in compliance with this Agreement and all applicable laws and regulations; and
• the information you provide to us is accurate and complete.

You agree that you will not, and will not permit any other person to:

• use the Services for any unlawful purpose or in any manner that infringes the rights of any person;
• upload or transmit any malicious code, or attempt to gain unauthorised access to the Services or to any system or network connected to them;
• probe, scan, or test the vulnerability of the Services without our prior written consent;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or underlying structure of the Services, save to the extent that such restriction is prohibited by applicable law;
• resell, sublicense, distribute, or make the Services available to any third party as a service bureau, save as expressly agreed by us in writing;
• use the Services in order to develop a competing product or service, or to benchmark the Services for publication, without our prior written consent;
• extract, scrape, or harvest data from the Services at a scale or in a manner that imposes an unreasonable burden upon them or that contravenes the terms of any third party data provider; or
• submit to the Services any special category personal data, payment card data, or health data, save where we have agreed in writing that the Services support such data.

Technology services

The Services employ artificial intelligence models in order to generate drafts, analysis, comparisons, and compliance indicators (together, “Output”). The following provisions apply to Output and you should read them carefully.

• Output may be inaccurate. Artificial intelligence systems may produce results that are inaccurate, incomplete, or misleading, including in respect of pricing, specification content, supplier status, compliance position, and document analysis.
• Output does not constitute professional advice. Output does not constitute legal, financial, surveying, engineering, or other professional advice, and does not replace the judgement of an appropriately qualified professional.
• You are responsible for reviewing Output. You must review and verify Output before relying upon it, and in particular before using it in connection with any tender, award decision, payment approval, or compliance determination. All such decisions remain yours.
• Output may not be unique. Given the nature of the technology, Output is not necessarily unique and comparable results may be generated for other customers.

As between you and us, and to the extent permitted by applicable law, you own Output generated for you from your inputs, subject to our rights in the Services themselves.

The Services draw upon third party data sources, including company registries, credit and business information providers, accreditation registers, planning records, and market pricing services. We exercise reasonable care in the selection of such sources but do not warrant that third party data is accurate, complete, or current. You should verify material information, and in particular the validity of insurance, the status of accreditations, and the financial standing of any supplier, directly at source before relying upon it.

Where you enable an integration with a third party service, that integration is a matter between you and the relevant provider, and we are not responsible for that service or its continued availability.

Termination and suspension

The subscription term and any renewal are as set out in your order form or Customer Agreement.

Either party may terminate this Agreement upon written notice where the other party commits a material breach that is not remedied within thirty days of written notice requiring it to be remedied, or where the other party becomes insolvent, enters into administration or liquidation, or is subject to any analogous process.

We may suspend or restrict access to the Services, in whole or in part, where we reasonably consider that there has been a breach of this Agreement, that continued access presents a security risk, or that suspension is required in order to comply with applicable law. We will give notice of suspension where it is practicable to do so, and will restore access promptly once the relevant matter has been resolved.

We may terminate access to any free trial or pilot at any time upon notice.

Upon termination, your right to access the Services ceases, all accrued fees remain payable, and Customer Content will be made available for export as described above. Any provision which by its nature is intended to survive termination, including those concerning confidentiality, intellectual property, disclaimer of warranties, limitation of liability, and indemnification, will survive.

Links to third party websites

The Services may contain links to websites and resources operated by third parties. Such links are provided for convenience only. We do not control, endorse, or accept responsibility for the content, products, services, or privacy practices of any third party website, and your use of any such website is at your own risk and subject to that third party’s own terms.

Intellectual property rights

The Services, including all software, models, interfaces, designs, text, graphics, documentation, and the Tavio name and marks, together with all intellectual property rights in them, are owned by us or our licensors. Nothing in this Agreement transfers any such right to you.

Subject to your compliance with this Agreement and payment of applicable fees, we grant you a non exclusive, non transferable, revocable right to access and use the Services for your internal business purposes during the subscription term.

Except as expressly permitted by this Agreement or by applicable law, you may not copy, modify, adapt, translate, publish, distribute, or create derivative works from any part of the Services.

Where you provide feedback, suggestions, or proposals concerning the Services, we may use them without restriction and without obligation to you. This does not grant us any right in your Customer Content or confidential information.

We may identify you as a customer, and use your name and logo for that purpose, only with your prior written consent.

Copyright complaints and copyright agent

We respect the intellectual property rights of others and expect users of the Services to do the same. In accordance with the Digital Millennium Copyright Act, 17 U.S.C. section 512 (the “DMCA”), we will respond to notices of alleged copyright infringement that comply with applicable law.

If you believe that material accessible through the Services infringes a copyright that you own or are authorised to act upon, you may submit a written notice to our designated copyright agent containing the following:

• a physical or electronic signature of a person authorised to act on behalf of the owner of the exclusive right allegedly infringed;
• identification of the copyrighted work claimed to have been infringed, or, where multiple works are covered by a single notice, a representative list of such works;
• identification of the material claimed to be infringing or to be the subject of infringing activity, together with information reasonably sufficient to permit us to locate it;
• information reasonably sufficient to permit us to contact you, including your name, address, telephone number, and email address;
• a statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and
• a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorised to act on behalf of the owner of the exclusive right allegedly infringed.

Notices should be directed to our designated copyright agent at mateo@trytavio.ai.

Please note that under 17 U.S.C. section 512(f), any person who knowingly materially misrepresents that material is infringing may be liable for damages, including costs and attorneys’ fees.

Counter notification. If you believe that material of yours was removed or disabled by mistake or misidentification, you may submit a counter notification to the same address containing your signature, identification of the material and its location before removal, a statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification, your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal court for the judicial district in which your address is located, or, where your address is outside the United States, of any judicial district in which we may be found, and that you will accept service of process from the person who submitted the original notice or that person’s agent.

Repeat infringers. We maintain a policy of terminating, in appropriate circumstances, the accounts of users who are determined to be repeat infringers.

Confidential information

“Confidential Information” means information disclosed by one party to the other which is identified as confidential or which ought reasonably to be considered confidential given its nature or the circumstances of disclosure. Our Confidential Information includes the non public features, functionality, and pricing of the Services. Your Confidential Information includes Customer Content and your commercial terms.

The receiving party will protect Confidential Information using at least the degree of care it applies to its own confidential information and in no event less than reasonable care; will use it only for the purposes of this Agreement; and will disclose it only to those of its personnel and professional advisors who require it and who are bound by obligations of confidentiality no less protective than these.

These obligations do not apply to information which is or becomes public through no breach of this Agreement, which was lawfully known to the receiving party without obligation of confidence before disclosure, which is independently developed without reference to the disclosing party’s Confidential Information, or which is required to be disclosed by law or by a competent authority, provided that the receiving party gives notice where lawfully permitted to do so.

Disclaimer of warranties

We warrant that we will provide the Services with reasonable skill and care and in accordance with applicable law.

Save as expressly stated in this Agreement, and to the fullest extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis, and all warranties, conditions, and terms implied by statute, common law, or otherwise are excluded. In particular, we do not warrant that the Services will be uninterrupted, timely, secure, or error free, that Output will be accurate, complete, or fit for any particular purpose, or that all defects will be corrected.

Nothing in this Agreement excludes or limits any warranty or condition which cannot lawfully be excluded or limited.

Limitation of liability

Nothing in this Agreement excludes or limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or limited.

Subject to the paragraph above:

• neither party is liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, business, contracts, goodwill, anticipated savings, or data, in each case however arising and whether or not foreseeable; and
• each party’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort including negligence, breach of statutory duty, or otherwise, is limited to the total fees paid or payable by you under this Agreement in the twelve month period immediately preceding the event giving rise to the claim.

You acknowledge that the Services constitute a decision support tool, that you are responsible for reviewing Output before relying upon it, and that the limitations set out in this section reflect the allocation of risk between the parties having regard to the fees payable.

Indemnification

You will indemnify us against all claims, liabilities, losses, damages, and reasonable costs and expenses arising out of or in connection with Customer Content, your use of the Services in breach of this Agreement, or your breach of applicable law.

We will defend you against any claim brought by a third party alleging that the Services, when used in accordance with this Agreement, infringe that third party’s intellectual property rights, and will pay any damages finally awarded or agreed in settlement, provided that you notify us promptly of the claim, give us sole control of its defence and settlement, and provide reasonable cooperation. This obligation does not apply to any claim arising from Customer Content, from use of the Services in combination with materials not supplied by us, or from use of the Services otherwise than in accordance with this Agreement.

Dispute resolution, arbitration, and class action waiver

Please read this section carefully. It affects how disputes are resolved and, subject to applicable law, requires the use of arbitration rather than court proceedings and waives the right to participate in a class action.

Informal resolution. Before commencing any formal proceeding, the parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement or the Services by negotiation between senior representatives, within thirty days of written notice of the dispute describing its nature and basis and the relief sought.

Agreement to arbitrate. Where a dispute is not resolved through informal resolution, it will be determined by final and binding arbitration administered in accordance with the commercial arbitration rules of a recognised arbitral institution, before a single arbitrator. The seat of arbitration is San Francisco, California, and the language of the arbitration is English. The arbitrator has exclusive authority to resolve any dispute concerning the interpretation, applicability, or enforceability of this section, save as provided below. Judgment upon any award may be entered in any court of competent jurisdiction.

Class action waiver. Each party may bring claims against the other only in its individual capacity, and not as a claimant or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative proceeding. Where this paragraph is held to be unenforceable in respect of a particular claim, that claim is to be severed from the arbitration and brought in a court of competent jurisdiction.

Exceptions. Notwithstanding the foregoing, either party may (i) bring an individual claim in a small claims court of competent jurisdiction; and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction in respect of actual or threatened infringement or misappropriation of its intellectual property rights or breach of its Confidential Information.

Customers outside the United States. Where you are located outside the United States, and to the extent that applicable mandatory law in your jurisdiction prohibits the enforcement of the arbitration agreement or class action waiver set out above, those provisions do not apply to you, and disputes will instead be determined by the courts identified in the section headed “Governing law” below. Nothing in this Agreement deprives a consumer, where applicable consumer protection law so provides, of the protection of mandatory provisions of the law of the country in which that consumer is resident, or of the right to bring proceedings in the courts of that country.

Compliance with applicable recording laws

Certain features of the Services may permit the recording, transcription, or summarisation of meetings, calls, or site visits, whether by you or by a third party service that you have integrated with the Services.

Laws governing the recording of conversations vary between jurisdictions. Certain jurisdictions, including the State of California and a number of other United States states, require the consent of all parties to a conversation before it may lawfully be recorded. Other jurisdictions require the consent of only one party, and jurisdictions outside the United States impose their own requirements, including obligations arising under applicable data protection law.

You are solely responsible for determining the requirements of the laws applicable to you and for complying with them. Where you use any recording or transcription functionality, you represent and warrant that you have obtained all consents and given all notices required by applicable law from and to each participant, before any recording commences.

You acknowledge that we do not obtain such consents on your behalf, that we are not responsible for your failure to obtain them, and that unlawful recording may give rise to civil liability and, in certain jurisdictions, criminal liability. Your indemnity in the section headed “Indemnification” extends to any claim arising from your use of recording or transcription functionality.

We may suspend or terminate access to such functionality where we reasonably believe that it is being used unlawfully.

Governing law

This Agreement, and any dispute or claim arising out of or in connection with it, its subject matter, or its formation, including any non contractual dispute or claim, is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, and, where applicable, the federal laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to the section headed “Dispute resolution, arbitration, and class action waiver” above, the state and federal courts located in San Francisco County, California have exclusive jurisdiction in respect of any dispute or claim not subject to arbitration, and each party submits to the personal jurisdiction of those courts.

Where you are located outside the United States and applicable mandatory law in your jurisdiction requires that a different governing law or forum apply, that requirement prevails to the extent of the inconsistency, and the remainder of this section continues to apply.

No agency, no employment

Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or to incur any obligation on the other’s behalf.

General provisions

• Entire agreement. This Agreement, together with any Customer Agreement and the policies incorporated by reference, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior discussions, representations, and understandings.
• Severability. If any provision is held to be invalid or unenforceable, it will be severed and the remaining provisions will continue in full force and effect.
• No waiver. No failure or delay in exercising any right constitutes a waiver of it, and no single or partial exercise prevents any further exercise.
• Assignment. You may not assign, transfer, or subcontract this Agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for any delay or failure in performance caused by an event beyond its reasonable control, provided that it notifies the other and uses reasonable endeavours to mitigate the effect.

Changes to this Agreement

We may amend this Agreement from time to time in order to reflect changes to the Services, our practices, or applicable law. Any amended version will be posted on this page with a revised date of last update.

Where an amendment is material and affects a paid subscription, we will give notice by email or through the Services before it takes effect. Your continued use of the Services following the effective date constitutes acceptance of the amended Agreement. Where you do not accept a material amendment, you may terminate in accordance with your Customer Agreement.

We may also modify, add to, or discontinue features of the Services. We will not materially reduce the core functionality of a paid subscription during its term without notice and, where the reduction is materially adverse to you, a right to terminate.

No rights of third parties

This Agreement is for the benefit of the parties to it and their permitted successors and assigns only. No person who is not a party to this Agreement has any right to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999, as a third party beneficiary, or otherwise, and no such right arises by implication.

Notices

You consent to receive notices from us electronically, whether by email to the address associated with your account or by posting within the Services, and you agree that such notices satisfy any legal requirement that they be in writing.

Notices to us must be sent to mateo@trytavio.ai. Notices are deemed received on the day of transmission where sent during business hours, and otherwise on the next business day.

Contacting us

If you have any question concerning this Agreement, please contact us at mateo@trytavio.ai.

Please refer also to our Privacy Policy and our Cookie Policy.