Terms of Service

1. Definitions

In these Terms, the following definitions apply:

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of voting securities or the power to direct management.
• "AI Output" means content, code, recommendations, classifications, predictions, summaries, automations, or other results produced by artificial intelligence, machine learning, or automated systems, whether developed by Roviean or integrated from third parties.
• "Client Materials" means data, content, specifications, credentials, branding assets, instructions, feedback, and other materials supplied by or on behalf of Client.
• "Confidential Information" has the meaning set forth in Section 20 (Confidentiality).
• "Deliverables" means software, designs, documentation, configurations, reports, and other work product expressly identified as deliverables under an Agreement.
• "Fees" means all amounts payable by Client for Services, including fixed fees, milestones, retainers, subscriptions, usage-based charges, expenses, and taxes.
• "Force Majeure Event" has the meaning set forth in Section 25 (Force Majeure).
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, database rights, design rights, and other proprietary rights, whether registered or unregistered.
• "Personal Data" means information relating to an identified or identifiable natural person, as defined under applicable data protection laws.
• "Statement of Work" or "SOW" means a written document describing scope, timeline, Fees, Deliverables, and project-specific terms.
• "Third-Party Services" means products, platforms, APIs, libraries, hosting providers, payment processors, AI model providers, app stores, and other services not owned or operated by Roviean.
• "User" means any individual or entity accessing the Website, including prospective clients, authorized users, and visitors.

2. Eligibility and User Requirements

You represent and warrant that you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, and have full legal capacity and authority to enter into these Terms.

If you access the Website or Services on behalf of a company, organization, or other legal entity, you represent that you are duly authorized to bind that entity, and "you" includes that entity.

You agree to provide accurate, current, and complete information when submitting inquiries, orders, or registrations, and to maintain the accuracy of such information.

Roviean may refuse, suspend, or terminate access to any User or Client that fails to satisfy eligibility requirements, provides false information, or poses legal, security, or reputational risk.

3. Scope of Services

Roviean provides custom professional services — including AI development, SaaS engineering, custom software development, automation, consulting, web and mobile development, and digital transformation — under a separate Agreement when engaged for client work.

Roviean also offers licensed digital software products, including Pharma Plus (pharmacy management software delivered as a Windows desktop application with optional cloud features on higher plans). Customers may purchase packages or subscriptions, receive a license key, download the installer, and activate the product.

Marketing descriptions, case studies, demonstrations, prototypes, and Website content are illustrative only and do not constitute a binding offer unless confirmed by a paid invoice for a product purchase or a signed or electronically accepted Agreement.

Roviean reserves the right to subcontract qualified personnel or Affiliates for custom engagements, remain responsible for overall delivery, and require subcontractors to comply with confidentiality and security obligations.

3A. Digital Software Products and Licensing

Self-serve product purchases and subscriptions (including Pharma Plus) are sold as digital goods. Delivery is electronic: license credentials, download access via your customer portal, and activation on permitted devices according to the purchased plan.

Your license is personal to you (or your organization), non-transferable except as permitted in writing, and limited to the plan entitlements (devices, users, modules, and cloud features) associated with your purchase.

Device-bound or fingerprint-based licensing may apply. Sharing license keys, circumventing activation controls, or using the software beyond plan limits is prohibited and may result in suspension without refund.

Product payments are settled offline via invoice. Taxes and payment details are handled as described in Section 15 and our Refund Policy.

4. Client Responsibilities

Client is solely responsible for defining business objectives, approving scope, providing timely Client Materials, designating authorized decision-makers, and obtaining all internal and third-party approvals necessary for the project.

Client shall ensure that Client Materials do not infringe third-party rights, violate law, or contain malware, unlawful content, or regulated data unless properly disclosed and lawfully processed.

Client shall maintain appropriate backups of its data and systems. Roviean is not responsible for loss of Client data except to the extent directly caused by Roviean's gross negligence or willful misconduct and only as limited in Section 22.

Client remains solely responsible for operational use of Deliverables after delivery, including configuration, monitoring, user management, security hardening, regulatory compliance in Client's industry, and decisions made in reliance on AI Output, analytics, reports, or recommendations.

5. Acceptable Use Policy

Client and Users shall not:

• Use the Website or Services for unlawful, fraudulent, deceptive, harassing, defamatory, obscene, or harmful purposes;
• Attempt to gain unauthorized access to systems, accounts, credentials, source code, or data;
• Interfere with or disrupt the integrity, security, or performance of the Website or Services;
• Reverse engineer, scrape, crawl, or harvest data from the Website except as expressly permitted;
• Use the Services to develop competing products through unauthorized extraction of Roviean's proprietary methods, except where expressly permitted in an Agreement;
• Upload or transmit malicious code, spam, or content that violates export controls, sanctions, or anti-bribery laws;
• Misrepresent affiliation with Roviean or use Roviean trademarks without prior written consent.

6. Intellectual Property Rights

Except for rights expressly granted herein or in an Agreement, Roviean and its licensors retain all Intellectual Property Rights in the Website, methodologies, frameworks, templates, pre-existing tools, libraries, know-how, proposals, pricing models, and general skills retained in unaided memory.

Roviean grants Client a limited, non-exclusive, non-transferable, revocable license to access the Website for lawful business purposes in accordance with these Terms.

No rights are granted by implication, estoppel, or otherwise. Unauthorized use of Roviean's names, logos, or branding is prohibited.

7. Ownership of Deliverables

Ownership and license terms for Deliverables shall be as set forth in the applicable Agreement. Unless otherwise agreed in writing:

• Upon full payment of all Fees due for the applicable SOW, Client receives the ownership or license rights to custom Deliverables specifically created for Client, excluding Roviean Background IP;
• Roviean retains ownership of all pre-existing tools, frameworks, reusable components, generic code modules, and know-how ("Background IP") incorporated into Deliverables;
• Roviean is granted a perpetual, worldwide, royalty-free license to use generalized learnings, anonymized insights, and non-Client-specific improvements derived from performing Services.

8. Third-Party Services and Integrations

Services may depend on Third-Party Services, including cloud hosting, payment gateways, analytics, communications tools, AI model providers, authentication systems, and app store platforms.

Third-Party Services are subject to their own terms, privacy policies, fees, outages, policy changes, and discontinuations. Roviean does not control and is not responsible for Third-Party Services except to the extent Roviean expressly assumes responsibility in an Agreement.

Client is responsible for procuring, paying for, and maintaining required Third-Party accounts, licenses, and compliance obligations unless otherwise agreed.

Any integration, recommendation, or configuration involving Third-Party Services does not constitute an endorsement, warranty, or guarantee of fitness for a particular purpose.

9. AI-Generated Content Disclaimer

Services may incorporate artificial intelligence, machine learning, large language models, automated agents, and related technologies. AI Output may be inaccurate, incomplete, outdated, biased, or inappropriate for a particular use case.

AI Output is provided for informational and operational assistance only. Client must independently review, validate, test, and approve AI Output before relying on it for business, legal, financial, medical, safety-critical, employment, or regulated decisions.

Client remains solely responsible for all decisions, actions, automations, publications, and outcomes resulting from use of AI Output, including content sent to end users, customers, employees, or regulators.

Roviean does not warrant that AI Output will be free from error, infringement, or harmful content, and disclaims liability for reliance on AI Output except as expressly stated in an Agreement and subject to Section 22.

10. No Guarantee of Business Results

Roviean provides professional technology services and does not guarantee any particular commercial, operational, or strategic outcome.

Client acknowledges that business success depends on numerous factors outside Roviean's control, including market conditions, pricing, sales execution, product-market fit, competition, funding, regulatory changes, and Client's internal operations.

Any projections, estimates, roadmaps, or performance discussions are non-binding unless expressly incorporated as guaranteed milestones in a signed Agreement, and even then subject to Client cooperation and external dependencies.

11. No Guarantee of Search Rankings, Revenue, Leads, or Profits

Roviean expressly disclaims any guarantee regarding search engine rankings, organic traffic, paid advertising performance, conversion rates, lead volume, revenue growth, profitability, return on investment, or market share.

SEO, performance optimization, analytics implementation, and marketing technology work are provided as technical services only. Search algorithms, advertising platforms, and user behavior change frequently and are controlled by third parties.

Client remains responsible for content strategy, budget allocation, campaign management approvals, and commercial assumptions underlying any growth targets.

12. Service Availability Disclaimer

The Website and any hosted solutions, portals, APIs, or managed environments are provided on an "AS IS" and "AS AVAILABLE" basis.

Roviean does not guarantee uninterrupted, timely, secure, or error-free operation. Maintenance, upgrades, outages, network failures, cyber incidents, and Third-Party Service disruptions may occur without prior notice.

Roviean may modify, suspend, or discontinue any aspect of the Website or Services at its discretion, with or without notice, to the extent permitted by applicable law and any executed Agreement.

13. Beta Features Disclaimer

From time to time, Roviean may offer alpha, beta, preview, pilot, or experimental features ("Beta Features"). Beta Features may be incomplete, unstable, or withdrawn at any time.

Beta Features are provided without warranty, may process data differently from production systems, and may not be subject to standard service levels or support commitments unless expressly agreed in writing.

Client's use of Beta Features is voluntary and at Client's sole risk.

14. User Content and Submissions

"User Content" means information, files, messages, briefs, credentials, feedback, and other materials submitted through the Website, portals, email, or project tools.

Client grants Roviean a worldwide, non-exclusive license to use, host, copy, transmit, display, and process User Content solely to provide Services, respond to inquiries, secure systems, and comply with law.

Client represents that it has all rights necessary to submit User Content and that such submission does not violate law or third-party rights.

Roviean may remove or refuse User Content that violates these Terms or creates risk, without liability.

15. Payment Terms

For digital software products and subscriptions, payment is settled via invoice issued by Roviean.

For custom professional services, Fees are due as specified in the applicable Agreement, invoice, order form, or subscription plan. Unless otherwise stated, invoices are due within fourteen (14) days of issuance.

All Fees are quoted exclusive of taxes, duties, levies, withholding, and government charges, which you shall pay where applicable.

Roviean may require deposits, milestone payments, retainers, or advance payment before commencing or continuing custom Services.

You authorize Roviean to invoice approved payment methods and to suspend access for overdue amounts after reasonable notice, where permitted by law.

16. Refund and Cancellation Policy

Digital product refunds and subscription cancellations are governed by our Refund Policy. In summary: free trials do not create a paid charge; after license issuance and activation, product fees are generally non-refundable except where mandatory law requires otherwise; subscriptions may be cancelled to stop future renewals.

For custom professional services, unless expressly stated otherwise in an Agreement, Fees are non-refundable once work has commenced or deliverables have been made available.

Cancellation requests for custom engagements must be submitted in writing. Client remains responsible for Fees for work performed, committed resources, non-cancellable Third-Party costs, and reasonable wind-down expenses incurred prior to effective cancellation.

If Roviean terminates a custom engagement for Client's material breach, no refund shall be due. If Client terminates without breach by Roviean, Fees for completed milestones and incurred costs remain payable.

17. Late Payment Provisions

Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until paid in full.

Roviean may suspend Services, withhold Deliverables, revoke access credentials, and pursue collection remedies for unpaid Fees, subject to mandatory consumer protections where applicable.

Client shall reimburse reasonable costs of collection, including attorneys' fees and dispute resolution expenses, where permitted by law.

Roviean reserves the right to suspend, restrict, disable, or terminate Services immediately upon non-payment, failed payment authorization, chargeback abuse, or material breach, subject to mandatory notice requirements under applicable law.

18. Project Delays Caused by Client

Timelines depend on timely Client cooperation. Delays caused by late feedback, missing Client Materials, unavailable stakeholders, scope indecision, third-party approvals, or Client system access issues extend deadlines on a day-for-day basis or as reasonably adjusted by Roviean.

Roviean is not liable for schedule impacts, launch delays, or missed business dates arising from Client delays or Third-Party Service issues outside Roviean's reasonable control.

If Client delay exceeds thirty (30) days, Roviean may reallocate resources, invoice for work performed to date, place the project on hold, or terminate the affected SOW upon written notice.

19. Change Requests and Scope Creep

Any work requested outside the agreed Statement of Work, proposal, quotation, specification, order form, or contract shall constitute a change request.

Any request materially altering scope, features, integrations, timelines, environments, or acceptance criteria constitutes a change request.

Change requests require written approval and may result in additional Fees, revised milestones, and schedule adjustments. Roviean is not obligated to perform out-of-scope work without approved compensation.

Client acknowledges that undocumented requests, incremental additions, verbal requests, and expanded requirements ("scope creep") may increase cost and delivery time and are billable as change requests.

20. Confidentiality

"Confidential Information" means non-public business, technical, financial, product, security, and contractual information disclosed by either party, whether oral, written, or electronic, that is marked confidential or should reasonably be understood as confidential.

Each party shall use Confidential Information only for purposes of the engagement, protect it using reasonable care, and disclose it only to personnel and advisors with a need to know and equivalent obligations.

Confidentiality obligations do not apply to information that is public without breach, independently developed, rightfully received without restriction, or required to be disclosed by law after notice where legally permitted.

Upon termination, each party shall return or destroy Confidential Information upon request, except for archival copies required by law or routine backup systems, subject to continued confidentiality.

21. Data Processing Notice

Roviean processes Personal Data in connection with the Website and Services in accordance with its Privacy Policy and applicable data protection laws.

Where Roviean processes Personal Data on Client's behalf, the parties shall execute a data processing agreement or equivalent terms where required by law.

Client is responsible for providing lawful bases, notices, and consents for Personal Data it supplies and for instructions that comply with applicable privacy, employment, health, financial, and sector-specific regulations.

International data transfers may occur in connection with global service delivery. Roviean implements reasonable safeguards appropriate to the nature of processing.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROVIEAN, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Roviean shall not be liable for business interruption, cyber incidents originating from Third-Party Services, Client systems, Client misconfigurations, Client misuse of Deliverables or AI Output, or unauthorized access resulting from Client's failure to safeguard credentials.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Roviean'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ROVIEAN FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

If Client has not paid Fees for the affected service, maximum liability shall not exceed one thousand United States dollars (USD $1,000) or the equivalent in local currency, except where liability cannot be limited under mandatory law.

Nothing in these Terms excludes liability that cannot be excluded under applicable law, including fraud or willful misconduct where non-excludable.

23. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF ROVIEAN, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

Roviean DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Roviean does not warrant that Deliverables will achieve Client's business goals, that AI Output will be accurate or lawful for all uses, or that operation will be uninterrupted or error-free.

24. Indemnification by Client

Client shall indemnify, defend, and hold harmless Roviean, its Affiliates, and their respective directors, officers, employees, contractors, and agents from and against all claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Client Materials, User Content, or instructions provided to Roviean;
• Client's use, modification, distribution, or commercialization of Deliverables or AI Output;
• Client's violation of these Terms, an Agreement, or applicable law;
• Client's infringement or misappropriation of third-party rights;
• Regulatory investigations or claims arising from Client's industry obligations, products, or data practices;
• Unauthorized or unlawful conduct by Client or its users, employees, contractors, or agents.

25. Force Majeure

Neither party shall be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental actions, epidemics, utility failures, internet or telecommunications outages, sanctions, embargoes, or widespread Third-Party Service failures ("Force Majeure Event").

The affected party shall notify the other party and use reasonable efforts to mitigate impact. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Services upon written notice without further liability except for Fees due for work performed.

26. Suspension and Termination Rights

Roviean may suspend or terminate access to the Website or Services immediately if Client breaches these Terms, fails to pay Fees, poses a security risk, engages in fraud or abuse, or if required by law.

Without limiting the foregoing, Roviean may suspend, restrict, disable, or terminate Services immediately upon non-payment or material breach by Client, subject to mandatory consumer protections where applicable.

Upon termination, Client's right to use affected Services ceases. Provisions that by their nature should survive termination shall survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnities, and dispute resolution.

Termination does not limit either party's remedies for prior breaches.

27. Compliance With Applicable Laws

Each party shall comply with applicable laws in performing its obligations. Client is solely responsible for determining whether Deliverables and use cases comply with laws governing Client's business, jurisdiction, industry, and end users.

Roviean is not a law firm, accounting firm, tax advisor, medical provider, financial advisor, broker-dealer, investment adviser, insurer, or regulatory authority, and does not provide legal, tax, accounting, medical, financial, or compliance advice.

Any information provided by Roviean is general technical or business information only and must not be relied upon as professional advice.

28. Export Control Compliance

Client shall not use, export, re-export, transfer, or disclose Services, Deliverables, or technical data in violation of applicable export control, sanctions, or trade restriction laws, including regulations administered by the United States, European Union, United Kingdom, United Nations, or other relevant authorities.

Client represents that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions, and is not a prohibited or restricted party under applicable trade laws.

29. Anti-Fraud and Abuse Policy

Roviean maintains zero tolerance for fraud, chargeback abuse, identity misrepresentation, unauthorized account access, payment manipulation, or deceptive project procurement.

Suspected fraud may be reported to financial institutions, hosting providers, law enforcement, and regulatory bodies. Roviean may preserve evidence, terminate engagements, and pursue civil remedies.

30. Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Services through negotiations between authorized representatives within thirty (30) days of written notice of the dispute.

If not resolved through negotiation, the dispute shall proceed in accordance with the arbitration clause below, except that either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect Intellectual Property Rights, Confidential Information, or security interests.

31. Arbitration Clause

Except for disputes eligible for small claims court or emergency injunctive relief, any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be finally resolved by binding arbitration.

Arbitration shall be administered by a recognized international arbitration institution mutually agreed by the parties, or failing agreement within thirty (30) days, by the International Chamber of Commerce (ICC) under its Rules of Arbitration.

The seat of arbitration shall be as specified in the applicable Agreement, or if unspecified, Dublin, Ireland. The language of arbitration shall be English unless otherwise agreed.

The arbitral award shall be final and binding and may be entered in any court of competent jurisdiction. Each party shall bear its own legal costs unless the tribunal determines otherwise in accordance with applicable rules.

32. Governing Law

These Terms and any non-arbitrable disputes shall be governed by and construed in accordance with the laws specified in the applicable Agreement.

If no governing law is specified in an Agreement, these Terms shall be governed by the laws of Ireland, without regard to conflict-of-law principles that would require application of another jurisdiction's laws.

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

33. Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING.

Where class action waivers are prohibited by mandatory law, this section shall be interpreted to apply only to the extent permitted in the relevant jurisdiction.

34. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the parties' original intent and economic effect.

35. Assignment Rights

Client may not assign or transfer these Terms or any rights or obligations hereunder without Roviean's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations.

Roviean may assign these Terms to an Affiliate or in connection with a corporate reorganization, financing, merger, or sale of assets upon notice to Client.

36. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, Refund Policy, Acceptable Use Policy, AI Disclaimer, Security Policy, and applicable Agreements, constitute the entire agreement between the parties regarding the Website and general framework for Services, superseding prior or contemporaneous understandings on that subject.

No waiver is effective unless in writing signed by an authorized representative. Failure to enforce any provision shall not constitute a waiver of future enforcement.

Roviean may update these Terms from time to time. Material changes will be posted on the Website with an updated date. Continued use after the effective date of revised Terms constitutes acceptance, except where prohibited by law or where written Agreement terms expressly govern.

37. Contact Information

For questions regarding these Terms, legal notices, or service inquiries, contact:

Roviean

Email: contact@roviean.com

Website: https://roviean.com

All legal notices to Roviean must be sent to the email address above with the subject line "Legal Notice" and are deemed received upon confirmed delivery by email, unless a physical notice address is specified in an executed Agreement.