Terms of Service

1. Who this agreement is with

The Verazo platform (the "Service") is provided by Verazo t/a Nexiel Limited("Verazo," "we," "us," or "our"). Verazo is currently a trading name of Nexiel Limited, an Irish company, and is not yet spun out as its own separate registered company. Full company details, including the Companies Registration Office (CRO) number and registered office, appear in Company information below.

"You" means the individual or organization that creates a Verazo account or otherwise uses the Service. If you use the Service on behalf of an organization, you confirm that you have the authority to bind that organization to these Terms, and "you" then means that organization.

2. Description of the Service

Verazo is a self-serve platform for ISO 27001, SOC 2, GDPR, DORA, and NIS2 evidence collection and continuous control monitoring. Deterministic checks run against your connected systems, GitHub, AWS, Okta, and Google Workspace among others, wherever an API exists. Verazo AI parses natural-language requests into a known control, narrates a finished check's result, drafts a first-pass policy or questionnaire answer, and drives a sandboxed browser session for the rare control with no API. Verazo AI never runs a check itself.

Verazo is not a certification body. Certification to ISO 27001 or SOC 2 comes only from a licensed external auditor examining your evidence. The Service produces evidence and supports your own readiness for that process. It does not itself grant a certification, and nothing in the Service or these Terms should be read as claiming otherwise.

3. Accounts and eligibility

You register for an account by signing in through Verazo's own login system. You are responsible for keeping your login credentials secure and for all activity under your account. Tell us immediately if you suspect unauthorized use of your account.

You must provide accurate registration information and keep it up to date. You must be legally capable of entering into this agreement and, where you register on behalf of an organization, authorized to do so.

You must have the right to grant Verazo read-only access to any third-party system you connect to the Service, for example a GitHub, AWS, Okta, or Google Workspace account. Connecting a system you do not have the authority to grant access to is a breach of these Terms.

4. Acceptable use

You agree not to, and not to allow anyone else to:

• Use the Service in a way that violates any applicable law or another party's rights.
• Reverse engineer, decompile, or disassemble the Service, except to the extent applicable law expressly permits it despite this restriction.
• Interfere with the normal operation of the Service, or attempt to bypass a rate limit, security control, or access restriction.
• Connect a credential or account to the Service that you do not have the authority to access or to grant Verazo access to.
• Resell, sublicense, or provide the Service to a third party outside your own organization without Verazo's prior written consent.
• Submit a request to Verazo AI intended to make it act outside a known, reviewed control template, or to gain standing access to a connected system beyond what that system's API returns.

5. Your content and data

You retain ownership of the compliance records, evidence, policies, and other content your organization submits to or generates in the Service ("your content"). You grant Verazo the rights needed to host, process, and display your content back to you as part of operating the Service.

Where your content includes personal data, Verazo processes it as a processor on your organization's behalf, under the terms of the Privacy Policy and, where one is in place, a separate Data Processing Agreement. You are responsible for having a lawful basis to submit that data to the Service.

6. Fees and payment

Fees are billed through Stripe, Verazo's payment processor, on the plan and billing interval you select at checkout. Verazo does not receive or store your card details. By subscribing, you authorize Verazo to charge your chosen payment method, through Stripe, on a recurring basis for as long as your subscription remains active.

Fees are stated exclusive of VAT and any other applicable tax unless stated otherwise. If a payment fails, Verazo may suspend or restrict your access to the Service until the payment issue is resolved.

Except as required by law or as expressly stated in these Terms, including the right of withdrawal described below, fees already paid are non-refundable.

7. Right of withdrawal for consumers

These Terms are written for a business customer purchasing the Service for its trade, business, or profession. This section applies only where a purchaser is or is treated as a consumer under applicable law, a natural person acting outside their trade, business, or profession.

EU and Irish consumer protection law ordinarily gives a consumer 14 days to withdraw from an online purchase without giving a reason. The Service is digital content and a digital service, not supplied on a physical medium, and access begins immediately once payment is confirmed. That law allows a trader to obtain a consumer's express advance consent to immediate performance together with an acknowledgment that doing so ends the right of withdrawal once performance is complete.

Before completing checkout, a purchaser must check a box confirming that they request immediate access to the Service and understand that, because performance begins immediately and the Service is not supplied on a physical medium, they lose the right of withdrawal once the Service has been fully performed, consistent with the digital content and digital service provisions of Ireland's Consumer Rights Act 2022. Checkout does not proceed unless this box is checked.

8. Disclaimers

To the maximum extent permitted by law, and except as expressly stated in these Terms, the Service is provided "as is" and "as available," without warranty of any kind. Verazo does not warrant that the Service will be uninterrupted or error-free, or that a check result, evidence item, or Verazo AI narration is complete or accurate for your specific regulatory position.

Where you do not deal as a consumer, every condition, warranty, and other term implied by statute or common law, including any implied under the Sale of Goods and Supply of Services Act 1980, is excluded from these Terms to the fullest extent the law allows.

Nothing in these Terms limits or excludes Verazo's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under Irish law. Those liabilities are never excluded or limited by these Terms.

9. Limitation of liability

Subject to the section above, Verazo is not liable to you for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill, arising out of or relating to these Terms or the Service, even if Verazo has been advised of the possibility of such damages.

Subject to the same section, Verazo's total aggregate liability to you for all claims arising out of or relating to these Terms or the Service, whether in contract, tort, including negligence, or otherwise, will not exceed the greater of (a) the fees you paid Verazo in the 12 months immediately preceding the event giving rise to the claim, and (b) 100 EUR.

10. Term and termination

This agreement starts when you create an account and continues until terminated as described here. You can cancel your subscription at any time from your billing settings. Cancellation takes effect at the end of your current billing period, unless applicable law requires an earlier effective date.

Verazo may suspend or terminate your access for a breach of the Acceptable Use section above, for non-payment, or where required by law, giving notice where reasonably possible in the circumstances.

When your access ends, your right to use the Service ends with it. A general self-serve export of your organization's own data is not yet available. Contact us before your access ends if you need a copy of your records.

11. Intellectual property

Verazo and its licensors own all right, title, and interest in the Service, including its software, control-check definitions, and design, excluding your content. These Terms grant you the right to use the Service. They do not transfer any ownership in it.

12. Changes to these Terms

Verazo may update these Terms from time to time. The date at the top of this page shows when it was last updated. For a material change, Verazo takes reasonable steps to notify you, by email or an in-product notice, before the change takes effect. Continuing to use the Service after a change takes effect means you accept the updated Terms.

13. Governing law and disputes

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of Ireland, without regard to its conflict of law principles. The courts of Ireland have exclusive jurisdiction over any such dispute, and you and Verazo each submit to that jurisdiction.

Before starting a formal dispute, contact us at DPO [at] nexiel [dot] ie so we can try to resolve the issue directly.

14. General provisions

If any provision of these Terms is found unenforceable, the rest remain in effect. A failure by either party to enforce a provision is not a waiver of it. These Terms are the entire agreement between you and Verazo about the Service, and replace any earlier agreement on the same subject.

You may not assign these Terms without Verazo's prior written consent. Verazo may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets relating to the Service.