Terms of Service
Effective date: 28 September 2026
1. Who we are
Covenn ("we", "us") is a trading name of Nerthus Ltd, a company registered in England and Wales (company number 17482273). These Terms govern your use of the Covenn service (the "Service") and apply only to business customers — the Service is not offered to consumers, and nothing here is intended to create rights under consumer-protection legislation (e.g. the Consumer Rights Act 2015).
2. What the Service does — and doesn't do
Covenn extracts terms from contracts you upload, matches them against purchase order, goods-receipt and invoice records you provide, and produces a report identifying potential financial entitlements (e.g. late-delivery credits, short-shipment credits, price overcharges), together with draft correspondence you can choose to send.
The Service does not provide legal advice. It does not guarantee that any identified entitlement is valid, enforceable, or will be honoured by a supplier. Contract clause extraction uses AI and is not infallible — extractions the system is not confident about are flagged and excluded from totals, but this is a confidence signal, not a certainty. Every output also depends on the accuracy of the purchase order, goods-receipt and invoice data you provide — we don't independently verify it against any other source, and errors in what you upload will produce errors in what we report. You are responsible for reviewing every figure and every draft letter before relying on or sending it. No claim letter is ever sent on your behalf without your review and action, and no decision the Service makes has any legal or similarly significant effect on its own — every output is a proposal for you to review, not an automated decision made about anyone.
3. Accounts
The Service is for business use. You must provide accurate information when creating an account and are responsible for activity under your account and for keeping your credentials secure.
4. Your content
You retain ownership of everything you upload (contracts, purchase orders, invoices, goods-receipt records). You grant us a licence to process that content solely to provide the Service to you (including sending relevant excerpts to our sub-processors listed in the Privacy Policy for extraction and analysis).
You warrant that you have the right to upload the contracts and records you provide — including any necessary authorisation under confidentiality or non-disclosure obligations owed to the counterparty — and you agree to indemnify us and keep us indemnified against all claims, losses, damages and reasonable costs (including legal costs) arising from a breach of that warranty, including any third party claim that uploading their contract breached a confidentiality obligation owed to them.
5. Fees and billing
Paid plans are billed in advance on a recurring basis via Stripe and renew automatically each billing period until you cancel. The free tier is limited as described at signup and on the pricing page. You can cancel a subscription at any time; cancellation takes effect at the end of the current billing period, and we do not provide partial-period refunds except where required by law. We may suspend access to paid features if payment fails and isn't resolved within a reasonable period after we notify you. We may change our fees; for an existing subscription, a fee change takes effect from your next renewal after we give you at least 30 days' notice by email, and you can cancel before it takes effect if you don't accept the new price.
6. Acceptable use
You won't use the Service to upload content you don't have the right to share, to attempt to extract or reverse-engineer the underlying models or systems, or to send claim correspondence you know to be false or misleading.
7. Intellectual property
We own the Service, its software and its design. Nothing in these Terms transfers that ownership to you. You own your uploaded content and the reports generated from it.
8. Confidentiality
Each party will keep the other's confidential information confidential and use it only to receive or provide the Service — this covers your uploaded contracts, purchase orders and financial data, and our non-public pricing, product and technical information. This doesn't apply to information that's already public, that you already lawfully held without confidentiality obligations, or that either party must disclose by law or a valid court or regulatory order (in which case we'll give notice first, where we're legally allowed to).
9. Disclaimers and limitation of liability
The Service is provided "as is". To the maximum extent permitted by law, we disclaim all warranties beyond those that cannot be excluded. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited. Subject to that: we are not liable for indirect or consequential loss, or for loss of profits, revenue, business, goodwill, or data, even if we were told it was possible; and our total liability arising out of or related to the Service in any 12-month period is limited to the greater of £500 and the amount you paid us in the 12 months before the claim arose. We are not liable for a supplier's refusal to honour a claim, for commercial consequences of sending (or not sending) a claim letter, for decisions made in reliance on a flagged/low- confidence figure, or for inaccuracies caused by data you provided being incomplete or wrong.
10. Data processing terms (UK GDPR Article 28)
Content you upload may contain personal data about third parties — for example the names of individuals who signed a contract, or employees named on a purchase order or invoice. Where that's the case, you are the data controller for that personal data and we act as your data processor. We will: process it only on your documented instructions (to provide the Service) and as required by law; keep it confidential; apply appropriate technical and organisational security measures; only engage the sub-processors listed in our Privacy Policy and tell you if we add another; help you respond to data subject requests so far as the design of the Service reasonably allows; delete or return it at the end of our relationship except where we must keep it by law; and make available the information reasonably necessary to show we comply with this section. This doesn't apply to your own account data (name, email, billing details), which we hold as controller — see the Privacy Policy.
11. Termination
Either party may terminate at any time. We may suspend or terminate access for breach of these Terms. On termination, you can request export of your uploaded content for a reasonable period before deletion — see the Privacy Policy for retention detail.
12. If part of these Terms doesn't hold up
If a court finds part of these Terms unenforceable, the rest still applies — we'll treat the unenforceable part as narrowed just enough to make it valid, rather than losing the whole clause.
13. Other standard terms
These Terms, together with the Privacy Policy and Cookie Policy, are the entire agreement between us for the Service, replacing any prior discussions about it. Not enforcing a term on one occasion doesn't waive our right to enforce it later. You can't assign these Terms without our consent; we may assign them (e.g. as part of a merger or sale of the business) provided your rights aren't materially reduced by the change. Neither party is liable for delay or failure caused by events outside its reasonable control.
14. Governing law
These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.
15. Changes
We may update these Terms; material changes will be notified via the Service or by email before they take effect.