In consideration for the payment of the Fees, NR2 Innovation Limited (“nr2”) grants to the Customer a non-exclusive, non-transferable licence to permit the Authorised Users to use the Subscription Service solely for the internal business use of the Customer during the Subscription Term.
The Customer shall not access, store, distribute or transmit any viruses or other malware, or any material during the course of its use of the Subscription Service that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property.
The Customer shall not:
access all or any part of the Subscription Service in order to build a product or service which competes with the Subscription Service;
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Service available to any third party except the Authorised Users;
attempt to obtain, or assist third parties in obtaining, access to the Subscription Service, other than as provided under clause 2; or
introduce or permit the introduction of, any virus or other malware into nr2’s network and information systems.
The Customer shall promptly notify nr2 if it becomes aware of any unauthorised access or use of the Subscription Service.
The Subscription Service enables Authorised Users to receive a range of AI-based investment analysis tools. These tools comprise modules designed for the comprehensive analysis of technology, market, product, team, comparables and news. (“Service Content”)
The Subscription Service is categorized into three distinct subscription packages, each with its specific features:
Standard Package: Ideal for individuals looking to explore and get acquainted with our platform. This tier offers one-time basic AI-supported investment analysis insights. It is free and includes 100 tokens for one-time usage.
Start-up Package: Designed for investors and startups, this package is perfect for fundraising preparation and competitor analysis. It provides amplified AI-augmented analysis focusing on investment theses and potential risks, including modules such as market analysis, product analysis, team analysis, news analysis, investment thesis, risk analysis, and users' bespoke questions. Priced at $89/month (excluding VAT, billed yearly), this package includes 2,000 tokens per month.
Investor Package: Tailored for larger funds and family offices, this package offers comprehensive access suitable for intensive weekly use. It provides the Customer with an exhaustive AI-constructed investment memo derived from the data furnished by the Customer, including all the modules covered by the Start-up Package. Priced at $449/month (excluding VAT, billed yearly), this package includes 20,000 tokens per month.
Accordingly, it is the responsibility of the Customer and its Authorised Users to use and distribute such Service Content in accordance with the terms of the website from which the relevant item of Service Content has been sourced. In no circumstances shall nr2 be responsible to the Customer (or to any Authorised User) for any inaccurate or incomplete Service Content.
Subscription specifications:
Materials Submission: Customers are obligated to furnish relevant company materials to initiate the analysis process through nr2's AI platform - Sight®. The data provided must be accurate, comprehensive, and compliant with applicable legal standards. nr2 disclaims any responsibility for inaccuracies in the investment analysis stemming from the Customer's provision of imprecise or incomplete materials.
Analysis and Memo Production Timeframe: Sight® is a user-driven platform, and nr2 commits to providing AI-driven investment insights typically within a standard processing time of under 30 minutes. However, the specific timeframe for generating investment analysis will highly depend on various user-driven factors, including the size of the data uploaded, the precision of user inputs to specify the investment analysis, and the user’s connection speed. These factors may affect the overall time needed to complete the analysis.
Analysis Production Limit: The number of investment analyses or company insights a Customer may produce is dictated by their specific subscription package, as outlined on the nr2 website:
- Start-up Plan: Up to 5 companies per week (allocation of 2,000 tokens per month).
- Investor Plan: Up to 50 companies per week (allocation of 20,000 tokens per month).
Each analysis produced consumes a predefined number of tokens, which represent the amount of computational power required for processing the data and generating insights. The allocation of tokens per analysis is determined by factors such as the complexity of the analysis, the amount of data uploaded, and the intensity of AI processing required. The total number of tokens included in each subscription package limits the number of analyses a user can generate within the subscription period.
Except as otherwise permitted by these terms and conditions, an Authorised User may not:
remove or alter the conditions of use, any proprietary notices and other identification disclaimers as they may appear on the nr2 Website or in any Service Content, or in any print format;
make copies, electronic or otherwise, of multiple extracts of the Service Content for any purpose;
distribute or display any Service Content on any electronic network or otherwise, including the internet;
alter or change any part of the Service Content.
Without limiting nr2’s other rights or remedies, nr2 shall be entitled to suspend Customer’s or its Authorised Users’ use of the Subscription Service:
if nr2 determines that the Customer or an Authorised User is using the Subscription Service in a manner that: (a) poses a security risk to nr2, the Subscription Service, or any third party; (b) could adversely impact the nr2 Website, the Subscription Service, or the systems or data of a third party or any other nr2 Customer; or (c) breaches any of the restrictions or prohibitions set out in this clause 1; or
as required by law or at the request of any governmental or regulatory agency or body.
The Customer shall indemnify nr2 from and against all costs, losses, damages and expenses suffered or incurred by nr2 arising in connection with any third party claim against nr2 arising from the Customer’s breach of any of the restrictions or prohibitions set out in this clause 1.
An Authorised User may be any member of personnel of the Customer granted authorized access to the account established by the Customer on the nr2 Website or any of its Affiliates and the Customer shall be responsible for the acts and omissions of its Authorised Users in connection with the Agreement (“Authorised User”).
Access to the Subscription Service shall only be available to Authorised User(s) and may not be shared with other persons, either internally or externally.
The Customer shall comply with all laws and regulations applicable to its access to and use of the Subscription Service. nr2 reserves the right to audit Customer’s use of the Subscription Service to ensure compliance with this clause 2 and if it is identified that the Customer has underpaid Subscription Fees to nr2 then, without prejudice to nr2’s other rights and remedies, the Customer shall pay to nr2 an amount equal to such underpayment (as calculated in accordance with nr2’s standard user pricing) within 5 Business Days of the date of the relevant audit.
The Customer agrees to assume sole responsibility for the security of any passwords issued by nr2 to Authorised User(s) to access the Subscription Service. Such passwords are subject to cancellation or suspension by nr2 with notice at any time that nr2 reasonably believes the Customer has breached these terms and conditions.
The Customer is obligated to remit the Fees to nr2 in alignment with the provisions outlined in this clause 3 and as detailed in the Service Description. Payment for subscriptions shall be made upfront, and Subscription Fees will be due on a monthly basis through the nr2 Website. The commencement of the Subscription Service is contingent upon the full payment of the Fees.
The Fees are stated exclusive of VAT (where applicable) on nr2 Website which the Customer shall pay in addition to the Fees at the rate prevailing on the date of the invoice.
If the Customer is required by applicable law to make any deduction or withholding from any payment due hereunder to nr2, then the gross amount payable by the Customer to nr2 will be increased so that, after any such deduction or withholding, the net amount received by nr2 shall not be less than nr2 would have received had no such deduction or withholding been required.
If nr2 has not received payment in accordance with the agreed payment terms, and without prejudice to any other rights and remedies of nr2:
nr2 may, without liability to the Customer, suspend the Customer’s access to the Subscription Service and nr2 shall be under no obligation to provide any or all of the Subscription Service until the outstanding invoice(s) concerned have been paid; and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in these terms and conditions:
shall be payable in the currency stated on the nr2 Website; and
are non-cancellable and non-refundable; and
in the event the Customer fails to utilize their allocated number of tokens within a given Subscription Term, such unutilized tokens are neither refundable nor will they be carried over to subsequent terms. Customers are encouraged to fully utilize their token allocation within the subscription period, as any unused tokens will expire at the end of the term.
The Customer shall not be entitled to set-off, withhold or deduct any sum in respect of any Fees payable under these terms and conditions.
nr2 shall be entitled to increase the Fees, with effect from the commencement of each Renewal Period upon not less than 20 days' prior notice to the Customer.
The Agreement shall, unless otherwise terminated in accordance with this clause 4, commence on the Commencement Date and shall continue for the Initial Term and, thereafter the Agreement shall be subject to automatic monthly renewals (each a “Renewal Period”), unless:
either party notifies the other party of termination (for instance, should the Customer cancel its subscription via the nr2 Website) before the end of the Initial Term or any Renewal Period, in which case the Agreement shall terminate upon the expiry of the Initial Term or applicable Renewal Period; or
otherwise terminated in accordance with these terms and conditions, the Agreement shall, unless otherwise terminated in accordance with this clause 4, commence on the Commencement Date and shall continue for the Initial Term and, thereafter the Agreement shall be subject to automatic monthly renewals (each a “Renewal Period”), And the Initial Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.
Without affecting any other right or remedy available to it, nr2 may terminate the provision of the Subscription Service with immediate effect by giving written notice to the Customer if:
the Customer fails to pay any amount due under these terms and conditions on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
the Customer commits a material breach of any other term of these terms and conditions and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
the Customer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
an application is made to court, or an order is made, for the appointment of an administrator over the Customer;
a person becomes entitled to appoint an administrative receiver or receiver over the assets of the Customer or an administrative receiver or receiver is appointed over the assets of the Customer;
any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 4.2.3 to clause 4.2.8 (inclusive); or
the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
nr2 owns all right, title and interest to the intellectual property rights subsisting in the nr2 Website and the Subscription Service.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms and conditions. A party’s Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party’s lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.
Subject to clause 6.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these terms and conditions.
Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these terms and conditions.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 6.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
nr2 reserves the right to refer to the Customer as its customer on its website and within its promotional materials. Subject to the foregoing, no party shall make, or permit any person to make, any public announcement concerning these terms and conditions without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The above provisions of this clause 6 shall survive termination of these terms and conditions, however arising.
The parties acknowledge that it is not the intention of either party to process personal data on behalf of the other party in connection with the provision of the Subscription Service.
To the extent nr2 processes personal data on behalf of the Customer (“Customer Personal Data”) in connection with the provision of the Subscription Service:
nr2 shall treat Customer Personal Data as Confidential Information of the Customer and shall process Customer Personal Data in accordance with applicable data protection laws and the lawful documented instructions of the Customer;
nr2 shall implement technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, having regard to the state of technological development and the cost of implementing such measures;
nr2 shall notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
at the written direction of the Customer, nr2 shall delete or return Customer Personal Data and copies thereof to the Customer on termination of these terms and conditions unless nr2 is required by applicable law to continue to process that Customer Personal Data; and
the Customer hereby provides its prior, general authorisation for nr2 to:
appoint processors to process the Customer Personal Data, provided that nr2:
shall ensure that the terms on which it appoints such processors comply with applicable data protection laws, and are consistent with the obligations imposed on nr2 in this clause 7; and
shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of nr2; and
transfer Customer Personal Data outside of the UK as required for the performance of its obligations under these terms and conditions, provided that nr2 shall ensure that all such transfers are effected in accordance with applicable data protection laws.
nr2 shall have no liability to the Customer under these terms and conditions if it is prevented from or delayed in performing its obligations under the agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of nr2 or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
nr2 warrants that it shall provide the Subscription Service with reasonable skill and care and in accordance with applicable law and the Service Description.
The information contained on the nr2 Website or provided as part of the Subscription Service does not constitute investment advice and does not represent any invitation to invest. The Customer should seek financial advice from an independent financial advisor for any investment related decisions the Customer may be considering.
Except for the express warranty provided in clause 9.1 and to the maximum extent permitted by applicable law, nr2 disclaims all warranties and conditions of any kind, whether express, implied, statutory or otherwise, including any warranties of satisfactory quality, fitness for a particular purpose, and non-infringement. Without limiting the foregoing, nr2 does not warrant that the Subscription Service will be error free or uninterrupted or will meet the requirements of the Customer.
To the extent permitted by applicable law and subject to clause 9.5, neither party will be liable for any loss of profits, loss of business, reputation, or goodwill, loss of data, or any indirect, special, incidental, consequential, exemplary or punitive damages regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if such party has been advised of the possibility of such damages or if such damages were foreseeable.
nr2’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, for any event (or series of connected events) arising in connection with the performance or contemplated performance of these terms and conditions shall be limited to the total Fees paid during the Subscription Term immediately preceding the date on which the cause of action arose.
Notwithstanding any provision to the contrary in these terms and conditions, neither party limits or excludes its liability for death or personal injury caused by its negligence or any liability for fraud or fraudulent misrepresentation.
The Customer may not assign, transfer, charge, create a trust over or otherwise deal in these terms and conditions or any of its rights or obligations under these terms and conditions (or purport to do so) without the prior written consent of nr2.
nr2 reserves the right to subcontract its responsibilities under these terms and conditions to its group companies and third parties provided that nr2 shall remain responsible to the Customer for the acts and omissions of its subcontractors.
These terms and conditions do not create any right or benefit enforceable by any person not a party to it except for a person who under clause 10.1 is a permitted successor or assignee of the rights or benefits of a party that may enforce such rights or benefits.
These terms and conditions and the Subscription Order Form constitute the entire agreement and understanding of the parties and supersedes and extinguishes all previous drafts, agreements and understandings between them, whether oral or in writing, relating to its subject matter.
Each party acknowledges and agrees that in entering into these terms and conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, warranty or understanding made by or on behalf of a party (whether made innocently or negligently) which is not expressly set out in these terms and conditions.
Except as expressly provided in these terms and conditions, the rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
Any right or remedy expressly included in any provision of these terms and conditions (or the exercise of them) shall not be considered as limiting a party’s rights or remedies under any other provision of these terms and conditions (or the exercise of them).
A failure to exercise, or delay in exercising, a right, power or remedy provided by these terms and conditions or by law shall not constitute a waiver of that, or any other, right, power or remedy and shall not, and nor shall any single or partial exercise of any such right, power or remedy, preclude the further exercise of that, or any other, right, power or remedy.
Any waiver of any right under these terms and conditions is only effective if it is in writing and it shall only apply to the party to whom the waiver is addressed and to the circumstances for which it is given.
These terms and conditions and any dispute in connection with the Subscription Service shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have jurisdiction to settle any dispute.
In these terms and conditions the following expressions shall have the following meanings:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity;
“Analytics Data” means analytics, analysis, aggregated, behavioural, insights, profiling, augmented and/or anonymised data, in whatever form or medium which is produced or generated by nr2 in connection with the provision of the Subscription Service; “Authorised Users” has the meaning given in clause 2.1;
“Authorised Users” has the meaning given in clause 2.1;
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Commencement Date” means the date upon which the Fees have been paid by the Customer and access to the Subscription Service is given to the Customer;
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such;
“Customer” means the customer that subscribes to any of the Subscription Service on nr2 Website;
“Fees” means the fees stated in the Service Description or as otherwise identified on nr2 Website;
“Initial Term” means the first period starting from when a customer subscribes, typically a month;
“Subscription Order Form” means the subscription order form submitted electronically by the Customer through the nr2 Website relating to the provision of the Services;
“Renewal Period” has the meaning given in clause 4.1;
“nr2 Website” means the nr2 website located at https://www.nr2.io/ & https://www.sight.nr2.io/ or any other website of nr2 made available for use by the Customer from time to time;
“Service Description” means the service description set out on the nr2 Website in respect of the relevant Subscription Service;
“Subscription Service” means the subscription service provided by nr2 to the Customer utilising the nr2 Website, typically referred as Sight® as stated on nr2 Website;
“Subscription Term” has the meaning given in clause 4.1; and
“VAT” means value added tax chargeable under the Value Added Tax Act 1994 and any other tax of any jurisdiction based on sales of goods or services such as sales taxes and any similar, replacement or additional tax.
If any provision of these terms and conditions conflicts with the provisions of the Subscription Order Form, the provisions of the Subscription Order Form shall take precedence.
Clause, schedule and paragraph headings shall not affect the interpretation of these terms and conditions.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms and conditions.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these terms and conditions under that statute or statutory provision.
References to clauses and schedules are to the clauses and schedules of these terms and conditions; references to paragraphs are to paragraphs of the relevant schedule to these terms and conditions.