Terms.

EnviroAI provides a software platform for measuring greenhouse-gas emissions, managing supplier engagement on Scope 3 categories, drafting climate disclosures, and producing audit-ready reports aligned with frameworks including the Philippine SEC Sustainability Report (SuRe Form), IFRS S2, the GHG Protocol, and selected ISSB and TCFD disclosures. The platform is delivered as a multi-tenant cloud application; consulting services are available on retainer under separate scope.

We update the Services regularly. Updates that materially reduce functionality available to existing customers will be communicated in advance.

To use the platform you must create an account. You agree to provide accurate information, keep your credentials confidential, and notify us promptly at support@enviroai.io if you suspect your account has been accessed without authorisation.

You are responsible for all activity that occurs under your account, including activity by other users your organisation invites.

Platform tiers, fees, and billing terms are set out in the order form or invoice your organisation receives from EnviroAI. Unless your order form provides otherwise:

• Annual subscriptions are billed in advance at the start of each annual term.
• Monthly subscriptions are billed monthly in advance.
• Fees are quoted in Philippine pesos and exclusive of applicable taxes.
• Subscriptions renew automatically for an additional term equal to the original unless either party gives written notice of non-renewal at least thirty days before the renewal date.
• Fees paid are non-refundable except where required by law or where EnviroAI has materially breached these Terms and failed to cure within thirty days of written notice.

If your account becomes overdue by more than thirty days, we may suspend access until payment is received. We will provide written notice before suspension.

You agree not to:

• Reverse-engineer, decompile, or attempt to extract source code or model weights from the Services, except to the extent that applicable law prohibits this restriction.
• Use the Services to store, transmit, or generate content that infringes third-party rights, violates applicable law, or contains malware.
• Probe, scan, or test the vulnerability of the Services without our prior written consent. Coordinated security disclosures to support@enviroai.io are welcome.
• Use the Services to develop a product that competes directly with EnviroAI.
• Attempt to access another customer's tenant, exceed assigned rate limits, or otherwise interfere with the operation of the Services.

We may suspend or terminate accounts that violate this section.

You retain all rights, title, and interest in the data your organisation uploads to or generates within the platform ("Customer Data"). You grant EnviroAI a limited, non-exclusive licence to host, copy, transmit, and display Customer Data solely to provide the Services to you, to support and improve the Services, and to comply with applicable law.

We do not use Customer Data to train artificial-intelligence models. Where the platform calls third-party AI services to assist with extraction or narrative drafting, those calls are made under contracts that prohibit the provider from training on submitted content.

You are responsible for ensuring that your collection, upload, and processing of Customer Data complies with applicable law, including obtaining any consents required from data subjects (your employees, suppliers, or third parties).

You can export Customer Data at any time through Settings → Data Privacy. On termination, you have thirty days to export; thereafter we will delete Customer Data on the schedule set out in our Privacy Notice unless retention is required by law.

EnviroAI and our licensors retain all rights, title, and interest in the Services, including the platform software, calculation engines, factor sets, framework templates, and the EnviroAI brand. Nothing in these Terms transfers ownership of any of the foregoing to you.

You may suggest improvements to the Services. If you do, you grant EnviroAI a perpetual, royalty-free licence to incorporate those suggestions into the Services without obligation to you.

Each party will protect the other's confidential information with at least the same care it uses for its own confidential information of like importance, and not less than reasonable care. Confidential information does not include information that is publicly available, was already known to the receiving party without confidentiality obligations, or was independently developed.

These confidentiality obligations survive for three years after termination of the Services, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

We aim to keep the platform highly available. Where your order form includes a service-level agreement, the SLA targets and credits set out there apply. If your order form does not include an SLA, the platform is provided on a commercially reasonable best-effort basis.

We may schedule maintenance windows that temporarily affect platform availability. Where practical, we will give advance notice through in-platform banners or email.

Either party may terminate a paid subscription:

• By giving written notice of non-renewal at least thirty days before the renewal date.
• For material breach by the other party, where the breach is not cured within thirty days of written notice.
• Immediately, where the other party becomes insolvent or enters bankruptcy proceedings.

On termination, your access to the platform ends, your right to use the Services ceases, and you have thirty days to export Customer Data. Provisions of these Terms that by their nature should survive termination — including §05 (rights in Customer Data and deletion), §06 (intellectual property), §07 (confidentiality), §10 (disclaimer), §11 (limitation of liability), §12 (indemnification), §13 (governing law) — survive.

The Services are provided "as is" and "as available". To the maximum extent permitted by applicable law, EnviroAI disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

EnviroAI is a software platform; we do not provide accounting, audit, legal, or assurance services. Outputs generated by the platform — including emission calculations, narrative drafts, and disclosure templates — are intended to support your reporting team. They are not a substitute for review by qualified preparers, auditors, or legal counsel and they do not constitute regulatory advice.

To the maximum extent permitted by applicable law:

• Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility of such damages.
• EnviroAI's total aggregate liability arising out of or relating to these Terms is capped at the fees paid by you to EnviroAI in the twelve months immediately preceding the event giving rise to the claim.

These limitations do not apply to a party's indemnification obligations, breach of confidentiality, infringement of the other party's intellectual property, payment obligations, or to liability that cannot be limited under applicable law.

You will indemnify and hold EnviroAI harmless from third-party claims arising out of: (a) Customer Data infringing the rights of a third party or violating applicable law; (b) your breach of §04 (Acceptable use); or (c) your use of the Services in a manner not authorised by these Terms.

EnviroAI will indemnify and hold you harmless from third-party claims that the Services, when used as authorised, infringe an intellectual-property right of a third party. We may at our option modify the Services, procure rights for you to continue using them, or refund the prepaid portion of fees and terminate the affected subscription.

These Terms are governed by the laws of the Republic of the Philippines, without regard to conflict-of-laws principles. The courts of Makati City, Philippines, have exclusive jurisdiction over disputes arising out of or relating to these Terms, and the parties consent to the personal jurisdiction of those courts.

Nothing in this section limits a party's right to seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

We may update these Terms from time to time. When changes are material, we will notify customers through the platform and update the "Effective" date above at least thirty days before the changes take effect, except for changes required to comply with law, which take effect immediately.

These Terms, together with any order form, data-processing agreement, and the Privacy Notice, constitute the entire agreement between you and EnviroAI regarding the Services. They supersede all prior agreements on the same subject matter.

If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver of the right to enforce it later. Neither party may assign these Terms without the other party's written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.

Novaris Technologies Ltd
Manila, Philippines

• General contact — hello@enviroai.io
• Privacy and security enquiries — support@enviroai.io