B2B Customer Agreement

This agreement is between the customer identified at checkout or in an Order Form (“Customer”) and the NjoKey provider identified in that Order Form (“NjoKey”). The individual accepting confirms authority to bind Customer. If no provider identity and address are presented before checkout, Customer should not purchase and should contact legal@njokey.com.

The contract consists of: (1) an expressly negotiated amendment; (2) the Order Form; (3) the Data Processing Addendum (“DPA”); (4) this agreement; and (5) policies expressly incorporated by reference. A higher item prevails only for the relevant conflict. Purchase-order boilerplate does not amend the contract.

• Authorised User: Customer personnel permitted to use the Service.
• Customer Data: data submitted to, collected by or generated through the Service for Customer.
• Documentation: current user and technical guidance supplied by NjoKey.
• Endpoint Software: NjoKey components installed on a managed device.
• Order Form: checkout record, quotation or signed ordering document accepted by NjoKey.
• Service: the NjoKey products, features and support identified in an Order Form.
• Subscription Term: the initial term and each renewal term.

Subject to payment and compliance, NjoKey grants Customer a limited, non-exclusive, non-transferable right during the Subscription Term for Authorised Users to access the Service for Customer’s internal business operations. Endpoint Software is licensed, not sold, solely for use with the Service and may update automatically for security, compatibility, repair and feature delivery.

The purchased plan, permitted employee or device count, included products, support and usage limits are those in the Order Form. Any feature that NjoKey identifies as evaluation or preview may change, may be withdrawn and may have limited support, and should not be relied on for production-critical decisions unless the Order Form says otherwise.

Customer is responsible for:

• its Authorised Users, administrators, credentials, configurations, devices and connected systems;
• obtaining rights and permissions needed to provide Customer Data and install Endpoint Software;
• identifying a lawful basis, providing workforce notices and completing required consultations;
• conducting data-protection, employment, equality and human-rights assessments where appropriate;
• configuring proportionate location checks, retention, access, policies, exceptions and approvals;
• reviewing evidence freshness, unknown states, Compass output and remediation impact;
• maintaining backups and business-continuity controls appropriate to its risk;
• promptly removing leavers and reporting suspected account or device compromise.

Customer must not use NjoKey for covert or indiscriminate surveillance, continuous personal movement tracking without an independently lawful and disclosed basis, unlawful discrimination, employee retaliation, or a solely automated decision producing legal or similarly significant effects.

Customer must not:

• permit access beyond purchased or authorised scope, share accounts or circumvent limits;
• copy, resell, sublicense, reverse engineer or create a competing product from the Service;
• interfere with security, integrity, performance, tenant isolation or another customer;
• use remote actions, shell access or device controls without authority and a legitimate purpose;
• upload malware, unlawful content, export-controlled secrets or data it has no right to process;
• use the Service for consumer, household, high-risk medical or life-safety control purposes;
• process children’s data, biometric identification data, criminal-offence data or special-category data unless expressly agreed in writing and covered by appropriate safeguards.

Compass may summarise evidence, explain findings, draft materials, simulate changes and propose actions using Anthropic’s commercial Claude API. NjoKey may send relevant prompts and Customer Data to Anthropic as a subprocessor. Standard Anthropic API inputs and outputs are generally retained for up to 30 days under Anthropic’s published commercial position unless a different arrangement, including eligible zero data retention, is expressly stated in the Order Form or DPA.

AI output is probabilistic and may be inaccurate, incomplete, biased or unsuitable. Customer must review output, evidence, scope, permissions, affected people, reversibility and potential disruption before relying on it or approving an action. NjoKey is not Customer’s lawyer, tax adviser, auditor, certification body or employment decision-maker. High-impact and restricted actions require appropriate human authorisation, regardless of whether an interface permits faster approval.

Endpoint evidence depends on device state, permissions, connectivity, collector health and third-party components. Missing or stale evidence is not proof of compliance or non-compliance. Location signals are estimates and may be affected by VPNs, network routing, sensor accuracy, permissions and spoofing. Customer must investigate before taking adverse action.

Device remediation and remote support may interrupt work, restart systems, alter configuration, restrict access or cause loss if misused. Customer must maintain approvals, test material changes, communicate with affected users, provide rollback where reasonable and use the least intrusive action. NjoKey may impose additional confirmation or refuse an unsafe, unlawful or unsupported command.

For Customer Data processed on Customer’s behalf, Customer is controller and NjoKey is processor, except where the law determines otherwise. The DPA governs that processing and will include the subject matter, duration, nature, purposes, data types, data subjects, instructions, confidentiality, security, subprocessors, assistance, deletion, audit and international-transfer provisions required by law.

NjoKey acts as controller for business contacts, billing, account administration, service security, fraud prevention, legal compliance and its own business records, as described in the Privacy Notice. Customer authorises the subprocessors and transfer mechanisms identified in the DPA or subprocessor list, subject to any stated objection procedure.

NjoKey will maintain technical and organisational measures appropriate to the risk and its then-current service maturity. Customer acknowledges that no system is invulnerable. NjoKey will notify Customer of a confirmed personal-data breach affecting Customer Data without undue delay as required by the DPA. Customer must notify security@njokey.com promptly of suspected compromise and reasonably cooperate.

Security documents, penetration-test summaries and additional commitments apply only where expressly supplied or agreed. Website statements do not constitute certification, a service-level agreement or a warranty.

Customer must pay fees in the Order Form in pounds sterling through the stated payment method. Fees are based on the purchased employee, user, device or usage quantity and not actual login frequency. Customer must maintain an accurate quantity and promptly purchase additional capacity. NjoKey may reconcile usage and invoice underreported quantities from when they were first used.

Monthly subscriptions are billed monthly in advance. Annual subscriptions are billed annually in advance and may include the discount shown in the Order Form. Fees are non-cancellable and non-refundable except where this agreement expressly states otherwise or the law requires. Customer is responsible for VAT and similar taxes, excluding taxes on NjoKey’s net income. Failed or overdue payments may incur lawful interest at 4% per year above the Bank of England base rate and reasonable recovery costs.

A subscription automatically renews for periods equal to its billing interval unless either party gives notice of non-renewal before the renewal date. Self-service Customer may cancel renewal through the billing interface where available or by emailing billing@njokey.com at least 7 days before a monthly renewal or 30 days before an annual renewal. Cancellation stops future renewal and does not refund the current term.

Customer may add capacity during a term, charged on a prorated basis where supported. Reductions normally take effect at renewal and may change plan eligibility or discounts. NjoKey may change future pricing by giving at least 30 days’ notice, effective at the next renewal, unless an Order Form fixes pricing longer.

NjoKey may suspend affected access where reasonably necessary to address overdue fees, a material breach, security risk, unlawful use, harm to the Service or a legal requirement. Where practicable, NjoKey will give notice and an opportunity to cure, limit suspension to affected functions, and restore access after resolution. Emergency security or legal situations may require immediate action.

NjoKey may update the Service to improve security, reliability, compliance or functionality. It will not materially reduce the core purchased functionality during a paid term without a reasonable substitute or the right to terminate the materially affected Service and receive a prorated refund of prepaid unused fees. Maintenance and support are provided according to the plan or Order Form. No uptime commitment applies unless an SLA is expressly included.

As between the parties, Customer retains rights in Customer Data. Customer grants NjoKey and its processors a limited right to host, copy, transmit, transform and otherwise process Customer Data to provide, secure, support and comply with law regarding the Service. NjoKey will not use Customer Data to train a general AI model unless Customer expressly agrees in writing.

To the extent permitted by law, Customer may use Compass output generated specifically for it, subject to third-party rights and the AI limitations in this agreement. Customer grants NjoKey a perpetual, worldwide, royalty-free right to use feedback without identifying Customer or disclosing Customer Confidential Information. NjoKey may use irreversibly aggregated data that cannot reasonably identify Customer or a person to operate, secure, measure and improve the Service.

NjoKey and its licensors own the Service, software, Documentation, improvements and related intellectual property. No rights are granted except those expressly stated. Open-source components remain governed by their applicable licences; where an open-source licence conflicts with this agreement for that component, the open-source licence controls.

Each recipient will protect the other party’s non-public information using at least reasonable care, use it only to perform the contract, and disclose it only to personnel and providers who need it and are bound by confidentiality. Confidential Information excludes information independently developed, lawfully received without restriction, publicly available without breach, or already known without duty. A legally compelled disclosure may be made after notice where legally permitted.

NjoKey warrants that during a paid term it will provide the Service with reasonable skill and care and that it has authority to enter the contract. Customer’s exclusive remedy for breach is re-performance; if NjoKey cannot cure a material breach within a reasonable period, Customer may terminate the affected Service and receive a prorated refund of prepaid unused fees.

Except as expressly stated, the Service is provided “as is”. To the fullest extent permitted by law, implied warranties are excluded. NjoKey does not warrant uninterrupted or error-free operation, detection of every risk, accuracy of AI or location signals, compatibility with every environment, achievement of certification, or that recommendations satisfy Customer’s legal or professional obligations.

Customer will defend and indemnify NjoKey against third-party claims and direct losses arising from Customer’s unlawful monitoring, lack of required notice or authority, Customer Data, prohibited use, or deployment that infringes another person’s rights. NjoKey will defend Customer against a third-party claim that the paid Service, when used as authorised, infringes UK intellectual-property rights, and will pay finally awarded damages or approved settlements. NjoKey may modify or replace the affected Service or terminate it with a prorated refund.

An indemnity requires prompt notice, reasonable cooperation and the indemnifying party’s control of defence and settlement, provided no settlement admits fault or imposes non-monetary obligations on the other party without consent.

Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality where limitation is prohibited, or any liability that cannot lawfully be limited.

Subject to that, neither party is liable for indirect or consequential loss, or loss of profit, revenue, anticipated savings, goodwill, opportunity or data. NjoKey’s total aggregate liability arising in any 12-month period is limited to fees paid or payable for the affected Service in that period. For breach of confidentiality, data-protection obligations or indemnity obligations, the aggregate cap is two times that amount. Customer’s payment obligations and liability for infringement or deliberate prohibited use are not limited by this section.

The contract starts when NjoKey accepts the Order Form and continues through the Subscription Term. Either party may terminate for material breach not cured within 30 days after written notice, or immediately where the breach cannot be cured. Either party may terminate if the other becomes insolvent, ceases business or enters an analogous process, subject to applicable insolvency law.

On termination, access and licences end, outstanding fees become due, and Customer must uninstall Endpoint Software where directed. If Customer requests within 30 days after termination, NjoKey will provide a reasonable standard export where available. NjoKey may then delete Customer Data according to the DPA and backup cycle, except data legally required to be retained. Sections intended by nature to survive will survive.

Each party will comply with laws applicable to its performance. Customer will not use or export the Service in breach of sanctions, export controls or applicable employment, surveillance, interception or data-protection law. Customer is responsible for sector-specific approvals and must not represent NjoKey as certified where it is not.

Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. Notices must be sent to the Order Form contacts; legal notices to NjoKey must also be sent to legal@njokey.com. Neither party may assign without consent, not to be unreasonably withheld, except to an affiliate or with a merger, reorganisation or sale of substantially all relevant assets. NjoKey may use subcontractors but remains responsible for contractual performance.

The parties are independent contractors. There is no partnership, agency or employment relationship. Delay is not waiver. Invalid provisions are adjusted minimally and the rest remain effective. No third party has rights under the Contracts (Rights of Third Parties) Act 1999. The contract is the entire agreement and may be signed electronically.

The contract and non-contractual disputes are governed by the laws of England and Wales. Senior representatives will first attempt in good faith to resolve a dispute within 30 days after written escalation. Either party may seek urgent injunctive relief at any time. The courts of England and Wales have exclusive jurisdiction.