Terms of Service

These Terms form a binding agreement between you ("you" or "Customer") and DivetIQ ("DivetIQ", "we", "us", or "our"), with registered address 2810 N Church St, STE 88941, Wilmington, DE 19802, United States. Where you have a separate written agreement with us covering the Services (an "Order Form" or "Master Subscription Agreement"), that agreement governs your use of the Services and prevails over these Terms in case of conflict.

DivetIQ is a headless, API-first platform with independently deployable modules for procurement, ECM/DMS, HCM, EAM, EPM, ERP, CRM, and AI BI, plus a cross-cutting Agentic AI workflow layer. The Services are billed Pay per Use against metered transactions, API calls, agent actions, storage tiers, and analytical scans, unless otherwise agreed in writing.

We continuously improve the Services. We may add, modify, or deprecate features, provided deprecation of a backwards-incompatible change is announced at least twenty-four (24) months in advance for documented APIs, events, and data contracts.

If you create an account or access a tenant, you are responsible for keeping your credentials confidential and for all activity that occurs under your account. You must promptly notify us of any suspected unauthorized use. We provide SSO (SAML 2.0, OAuth 2.0, OIDC), MFA (TOTP, push, FIDO2/passkeys), and role-based access control — we strongly recommend enabling these controls.

You agree not to misuse the Services. In particular, you will not:

• Use the Services to violate applicable law, infringe third-party rights, or transmit malicious code.
• Probe, scan, or test the vulnerability of the Services except under a written security testing agreement with us.
• Reverse engineer, decompile, or attempt to extract source code, except to the extent permitted by mandatory law.
• Resell, sublicense, or provide the Services as a managed offering without our prior written consent.
• Use the Services to develop a competing product or to train a foundation model.

We retain all right, title, and interest in and to the Services, including all software, documentation, branding, and improvements. You retain all rights in your data and content; you grant us a limited license to host, transmit, and process it solely to provide the Services. Feedback you submit may be used by us without restriction.

Pay-per-use fees are calculated against the metered usage events generated by your tenant. Invoices are issued monthly in arrears unless otherwise agreed. Fees are exclusive of taxes; you are responsible for applicable VAT, GST, sales, use, and withholding taxes.

Undisputed amounts not paid within thirty (30) days of the invoice date may accrue interest at the lower of 1% per month or the maximum rate permitted by law.

These Terms remain in effect while you use our website or the Services. Either party may terminate for material breach uncured for thirty (30) days after written notice. We may suspend or terminate access if your use of the Services creates a security, legal, or operational risk.

Upon termination, your right to access the Services ends. We will make your data available for export for at least thirty (30) days after termination, after which we will delete or irreversibly anonymize it, except where retention is required by law.

We will provide the Services with reasonable care and skill, in accordance with our published documentation and SLA. Except as expressly set out in these Terms or your Order Form, the Services are provided "AS IS" and we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. Each party's aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable to DivetIQ in the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited by law (for example, for fraud or gross negligence).

Each party will defend and indemnify the other against third-party claims arising from its breach of these Terms, subject to the limitations set out above. DivetIQ will defend you against third-party claims alleging that the Services, when used as authorized, infringe intellectual property rights, and will pay damages and costs finally awarded.

Our processing of personal data on your behalf is governed by our Data Processing Addendum, which is incorporated into your agreement with us by reference. The DPA includes Standard Contractual Clauses and the technical and organisational measures we apply.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The exclusive forum for any dispute will be the state or federal courts located in Delaware. Where mandatory consumer protection laws apply, you may also be entitled to the protections of the law of your country of residence.

If any provision of these Terms is held unenforceable, the remainder will remain in full force and effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a corporate transaction. These Terms and any documents incorporated by reference are the entire agreement between you and us regarding the subject matter.

Questions about these Terms can be sent to legal@divetiq.com or by post to 2810 N Church St, STE 88941, Wilmington, DE 19802, United States.