Legal
Terms of Service
Last updated March 2026
Please read these terms and conditions carefully before using Our Service.
1. Introduction
1.1
These are the terms of use for NayaOne’s digital services, accessed via the website at https://www.nayaone.com/ (“Site”) and the associated platform and mobile application (which taken together shall be referred to as the SaaS Platform).
1.2
The SaaS Platform is provided to Users by NayaOne Limited (“NayaOne” or “We” / “Our” / “Us”), which is registered in England and Wales under company number 12117711 and has its registered office at Salisbury House, London Wall, London, England, EC2M 5QQ.
1.3
These terms and conditions form our legally binding agreement with the User in relation to your use of the SaaS Platform (the “Terms”) and shall take precedence over any other contractual terms referring to or purporting to govern the SaaS Platform. If there is any conflict between the Terms and such other terms then these Terms shall prevail.
1.4
The Terms also govern each User’s engagement with each other whilst using the SaaS Platform and communicating with other Users. Insofar as it is indicated within, therefore, in accepting these Terms You are also entering into contractual obligations with other Users, which will be enforceable by one User against another.
1.5
Any reference to “User” or “You” / “Your” in these Terms includes the User and any person that uses the SaaS Platform on the User’s behalf.
1.6
Please read these Terms carefully before using the SaaS Platform. By using the SaaS Platform, the User agrees to be bound by these Terms and agrees to comply with them, both as regards Your obligations to Us and towards other Users as indicated herein. If You do not agree to these Terms, You should not use the SaaS Platform.
1.7
We may revise these Terms at any time by amending this page. Please check this page from time to time for any changes, as they will be binding on You upon your first use of the SaaS Platform after the changes have been introduced. In the event of any conflict between the current version of these Terms and any previous version(s), the provisions that are current and in effect will prevail (unless it is expressly stated otherwise). NayaOne will provide not less than 30 days’ prior written notice to the Customer’s designated contract owner of any material changes to these Terms. Material changes include, without limitation, any change to: liability provisions, data handling rights, intellectual property ownership, or termination rights. Continued use of the SaaS Platform after expiry of the notice period will constitute acceptance. For changes required immediately by law or regulation, NayaOne will provide notice as soon as reasonably practicable and the change will take effect from the date required by law.
1.8
For the avoidance of doubt, it is acknowledged and agreed that the provision of: (i) any Professional Services by NayaOne to Customers; and (ii) any advisory and / or proof of concept services by NayaOne to Technology Suppliers, shall be governed by separate agreements between the relevant parties, subject always to clause 1.3 above.
2. Definitions
2.1
“Affiliate” means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;
2.2
“Confidential Information” means all information supplied by or on behalf of the Users to other Users, through the SaaS Platform or otherwise, which is marked ‘confidential’ or could reasonably be deemed confidential in relation to the business, technical, financial, operational, administrative and economic information, know-how, trade secrets, software, market opportunities, clients, suppliers, plans or intentions of the Users, work product and/or deliverables produced in connection with any proof of concept, as well as any notes, analyses, reports, memoranda or other work product prepared by a User containing the Confidential Information, provided always that Confidential Information shall not include information which:
2.2.1
was in the public domain at the time of disclosure or subsequently becomes publicly available (otherwise than as a result of a breach of these Terms);
2.2.2
was lawfully in the possession of another User prior to disclosure by a User in connection with any Project free of any restriction as to its use or disclosure prior to it being disclosed;
2.2.3
subsequent to disclosure, becomes available to any User from a source other than the disclosing User or persons acting on behalf of that disclosing User; or
2.2.4
any information which is developed by any User completely independently of the disclosing User or the information disclosed by such User.
2.3
“Customer” means the financial services institution or partner to whom NayaOne provides Professional Services and associated access to the SaaS Platform;
2.4
“Data Protection Laws” means the GDPR to the extent it applies, the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as amended), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended), and all other applicable laws and regulations relating to processing of personal data;
2.5
“Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation: (i) acts of God, flood, drought, earthquake or other natural disasters; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination or sonic boom; (v) any law or action taken by a government or public authority; (vi) collapse of buildings, fire, explosion or accident; (vii) interruption or failure of utility service; and (viii) any other factors or circumstances beyond that party’s reasonable control;
2.6
“Good Industry Practice” means the degree of skill and diligence which would reasonably be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances;
2.7
“Governance and Security Policy” means NayaOne’s governance and security policy as the same may be updated from time to time, a copy of which will be provided to the Customer upon request;
2.8
“Intellectual Property Rights” means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
2.8.1
whether registered or not;
2.8.2
including any applications to protect or register such rights;
2.8.3
including all renewals and extensions of such rights or applications;
2.8.4
whether vested, contingent or future; and
2.8.5
wherever existing in the world.
2.9
“Introduced Technology Supplier” means a technology supplier whom the Customer introduces to NayaOne and whose products and/or services are not already available on the SaaS Platform;
2.10
“Personal Data” means as defined within the Data Protection Laws;
2.11
“Professional Services” means the professional services which NayaOne has agreed to provide to the Customer under an applicable statement of work and which may include: (i) data staging; (ii) synthetic data generation; (iii) API onboarding; (iv) curate marketplace participants; (v) custom integration with customer’s API portal; and (vi) innovation strategy consulting, as further described in any applicable Statement of Work;
2.12
“Project” means each Customer use of a Technology Solution pursuant to a separate contract between NayaOne and the Customer subject to and governed by these Terms;
2.13
“SaaS Platform” means the NayaOne digital transformation platform for financial services innovation which is hosted and maintained by NayaOne, which NayaOne has agreed to make available to a User under any applicable Statement of Work and / or Vendor Agreement, and shall include any Upgrade and/or Update thereto that NayaOne may implement from time to time in its sole discretion;
2.14
“Technology Solution(s)” means the products and services provided by each Technology Supplier that are made available to Customers (or other Users) for experimental use and evaluation via the SaaS Platform;
2.15
“Technology Supplier(s)” means the various regtech, insurtech, wealthtech, fintech and technology companies whose products and services are made available to Customers via the SaaS Platform or any Affiliate, subsidiary, subprocessor, or third party acting on the Technology Supplier’s behalf in delivering the Technology Solution;
2.16
“User(s)” / “You” / “Your” means any end user of the SaaS Platform, whether such User is accessing the SaaS Platform for or on behalf of a Customer, Technology Supplier, Introduced Technology Supplier, or is otherwise using the SaaS Platform for or on behalf of any other third party;
2.17
“User Data” means all data (in any form and including all Personal Data) that is provided to NayaOne or uploaded or hosted on any part of the SaaS Platform by the User or any Affiliate.
3. Other Applicable Terms
3.1
These Terms incorporate our Privacy Policy and Cookie Policy which set out the terms on which We collect, process, share and store any Personal Data We collect from You, or that You provide to us. Our Cookie Policy sets out information about the cookies utilised on the SaaS Platform. We will only use your Personal Data as set out in our Privacy Policy and Cookie Policy.
3.2
Your access to and ongoing use of the SaaS Platform shall constitute Your acceptance of the Privacy Policy and Cookie Policy. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Personal Data when You use the SaaS Platform and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy and Cookie Policy carefully before using the SaaS Platform.
4. Acknowledgement
4.1
These Terms set out the rights and obligations of all Users regarding the use of the SaaS Platform. Your access to and ongoing use of the SaaS Platform shall constitute Your acceptance of these Terms.
4.2
These Terms set out the rights and obligations of the Users as authorised representatives having the authority to bind the User to these Terms.
4.3
In using the SaaS Platform, You represent that You are over the age of 18. NayaOne does not permit those under 18 to use the SaaS Platform.
5. Provision of the SaaS Platform
5.1
NayaOne warrants to the User that:
5.1.1
it will provide and maintain access to and satisfactory performance of the SaaS Platform in accordance with Good Industry Practice;
5.1.2
the SaaS Platform will incorporate security features reflecting the requirements of Good Industry Practice and shall be provided in accordance with NayaOne’s Governance and Security Policy; and
5.1.3
the User’s access to and use of the SaaS Platform (excluding Technology Solutions) will not infringe the Intellectual Property Rights of any third party.
5.2
NayaOne otherwise disclaims, to the fullest extent permitted by law, all express or implied representations, warranties, guarantees and conditions with regard to the SaaS Platform’s security, functionality, merchantability, satisfactory quality and fitness for a particular purpose.
5.3
In particular (but not exclusively), NayaOne does not guarantee that use of the SaaS Platform will be error-free or uninterrupted, or that NayaOne will correct all errors in the SaaS Platform.
5.4
The User acknowledges that the SaaS Platform may be inaccessible at times either due to planned outages or maintenance, network interruptions, third party service failures, or otherwise due to a Force Majeure Event. NayaOne shall have no liability in respect of such outages beyond:
5.4.1
providing Users with written notice of any planned outages or maintenance; and
5.4.2
providing Users with updates concerning the reinstatement of access to the SaaS Platform; and
5.4.3
using commercially reasonable endeavours to reinstate the User’s access to the SaaS Platform as soon as reasonably practicable; and
5.4.4
any limitations or disruptions arising from factors beyond its reasonable control, including third-party service failures or other unforeseen technical issues, but will use commercially reasonable endeavours to rectify such issues as soon as reasonably practicable.
5.5
Notwithstanding NayaOne’s duties in relation to the provision of the SaaS Platform, the User shall retain responsibility and accountability for (and NayaOne shall have no liability in respect of):
5.5.1
the management, conduct and operation of the User’s business and its affairs;
5.5.2
deciding on its use of, choosing to what extent the User wishes to rely on, or implementing any advice or recommendations received from NayaOne;
5.5.3
making any decision affecting the SaaS Platform and/or the Technology Solutions, the Customer’s interests, or the Customer’s affairs;
5.5.4
any Product listing within the SaaS Platform including the functionality, performance and compliance of any Product in any Projects conducted via the SaaS Platform;
5.6
In particular, NayaOne shall not be liable for any failure to perform any obligations under these Terms where any error, omission, delay or other issue is caused directly or indirectly by:
5.6.1
any acts, omissions, errors, or modifications by the User, in particular where You use anything in a way outside of NayaOne’s instructions or otherwise than as contemplated by these Terms; and
5.6.2
the use of the SaaS Platform with any incompatible third-party software, save where the use of such software has been expressly agreed to or acknowledged by NayaOne.
5.7
If the professional services do not conform with the terms of clause 5.1, NayaOne will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the User’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
5.8
NayaOne may monitor, collect, store and use information on the use and performance of the SaaS Platform (including User Data) to: (i) monitor any User’s use of the SaaS Platform and its compliance with these Terms; (ii) detect threats or errors to the SaaS Platform and/or NayaOne’s operations; and (iii) for the purposes of the further development and improvement of NayaOne’s services, provided such activities comply with applicable laws and clause 8.5.
5.9
NayaOne may use Generative AI as part of and/or in connection with the SaaS Platform. Where NayaOne does so, it shall comply with clause 5.3 but does not provide any warranties as to the content that Generative AI produces. NayaOne shall not be liable for any such content produced by the SaaS Platform or for Your use of AI generated content.
6. User’s Responsibilities
6.1
The Terms noted at clauses 6.2 to 6.4 shall, where appropriate and where any harm has been caused, be enforceable by one User against any other User(s).
6.2
The User shall (and shall ensure all its Affiliates shall) at all times comply with all applicable laws relating to the use of the SaaS Platform; provide NayaOne with all necessary co-operation and access to information required to maintain access; obtain and maintain all necessary licences, consents and permissions; ensure that any User Data and its network and systems comply with the relevant specifications; be solely responsible for procuring, maintaining and securing its network connections; and be responsible for ensuring that any user identification codes, passwords or other information remains confidential. If You know or suspect any unauthorised use of this information, You agree to notify Us immediately at support@nayaone.com.
6.3
The User shall not knowingly or unknowingly access, store, distribute or transmit any viruses, or any material during the course of its use of the SaaS Platform that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; infringes any rights of third parties; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory; or is otherwise illegal or causes damage or injury to any person or property.
6.4
The User shall not, except as allowed by law and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Protected Interests; attempt to de-compile, reverse engineer or otherwise reduce to human-perceivable form any part of the Protected Interests; access any part of the Protected Interests in order to build a competing product or service; or exploit, license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit the Protected Interests.
6.5
You must not misuse the SaaS Platform by introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the SaaS Platform, its servers, or any connected computer or database, nor attack the SaaS Platform via a denial-of-service or distributed denial-of-service attack.
6.6
A breach of clause 6.5 is a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and cooperate by disclosing Your identity to them. In the event of such a breach, your right to use the SaaS Platform will cease immediately.
6.7
The User shall not, during the period these Terms are in force and for two years following their termination, whether directly or indirectly: (a) commercialise and/or market to any third party any product or service that replicates or is substantially similar in function to the SaaS Platform in the field of vendor evaluation and technology assessment for financial services institutions; or (b) use or apply, in the development or operation of any such product or service, any proprietary methodology, scoring framework, evaluation architecture, workflow design, or other know-how accessed or derived through its use of the SaaS Platform. The parties acknowledge that the restrictions in this clause are reasonable and necessary to protect NayaOne’s legitimate business interests.
7. Third Party Services
7.1
Although We make reasonable efforts to update the SaaS Platform and only offer existing available deals from third-party providers, We make no representations, warranties, or guarantees, whether express or implied, that the content is accurate, complete, or up-to-date.
7.2
In particular: You acknowledge that We obtain such information from third parties and cannot provide any representations or warranties as to quality, suitability, compatibility, reliability, accuracy, completeness or timeliness. It is the User’s responsibility to evaluate the quality, suitability, accuracy, completeness and reliability of any information provided by any third party. We are therefore not responsible for Your decision to engage with any such third party provider.
7.3
We assume no responsibility for the content of websites linked on the SaaS Platform. Unless expressly stated, these websites are not under NayaOne’s control and such links should not be interpreted as endorsements by Us. We will not be liable for any loss or damage that may arise from Your use of them.
8. Intellectual Property Rights and Use of Material
8.1
All Intellectual Property Rights in the SaaS Platform (including its source code), in any developments or enhancements, and in NayaOne’s other products and services are, and shall remain, vested in NayaOne. This includes all Intellectual Property Rights in any features developed by NayaOne in collaboration with the User, which shall vest in NayaOne upon creation. The User grants NayaOne a perpetual, irrevocable, royalty-free, worldwide, exclusive licence to use, incorporate and adapt any feedback or suggestions provided in respect of the SaaS Platform. NayaOne grants each User a non-exclusive, non-transferable, revocable licence to use the SaaS Platform solely to the extent necessary to perform the User’s obligations and exercise its rights under these Terms.
8.2
You must not use any part of the content on the SaaS Platform for commercial purposes without Our permission. If you print off, copy or download any part of the SaaS Platform in breach of these Terms, Your right to use the SaaS Platform will cease immediately and You must, at our option, return or destroy any copies of the materials You have made.
8.3
You shall also do, and execute or arrange for the doing and executing of, each necessary act, document and thing that We may consider necessary or desirable to perfect the right, title and interest of NayaOne in and to the Intellectual Property Rights in the SaaS Platform.
8.4
Subject to clause 8.4, all Intellectual Property Rights in the information (including User Data) and other output generated by Your use of the SaaS Platform shall belong to and remain vested in the Customer relevant to that work, except where explicitly agreed otherwise. NayaOne assigns all such Intellectual Property Rights to the User.
8.5
NayaOne may compile statistical and other information related to the performance, operation and use of the SaaS Platform, and use data derived from the SaaS Platform in aggregated form (“Platform Data”). NayaOne may disclose, distribute, transfer or otherwise make available Platform Data provided it will not incorporate any User Data or Confidential Information which has not been anonymised. NayaOne retains all Intellectual Property rights in any Platform Data.
8.6
Except for the rights expressly granted in this Agreement, the User shall not acquire any title, rights of ownership, or Intellectual Property Rights in the SaaS Platform or any Technology Solutions, and no Intellectual Property Rights of NayaOne, the Customer, or the Technology Suppliers are transferred or licensed as a result of these Terms, save as expressly necessary or otherwise separately agreed between Users.
8.7
The rights noted at clause 8.6 shall be enforceable by one User against any other.
8.8
The User grants to NayaOne the right to use the User’s company name and logo in NayaOne’s marketing, publicity materials, and client lists, solely to identify the User as a participant in the SaaS Platform, provided that such use is in accordance with the User’s reasonable brand guidelines.
8.9
Each Technology Supplier, by making its Technology Solution available on the SaaS Platform, grants to the Customer a non-exclusive, non-transferable, revocable licence to access and use that Technology Solution solely within the SaaS Platform and solely for the purposes of the relevant Project, on the terms set out in these Terms and any applicable Proof of Concept Agreement or Statement of Work. No additional or alternative licence terms presented by the Technology Supplier shall apply unless expressly agreed in writing by NayaOne and the Customer.
9. Liability
9.1
Notwithstanding any other provision of these Terms, neither Our nor any User’s liability shall be limited in any way in respect of: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be excluded or limited by applicable law.
9.2
Neither We nor any User shall be liable to any party (whether between Us and You or as between Users), whether in contract, tort (including negligence), restitution, breach of statutory duty, misrepresentation or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of anticipated savings, or special, indirect or consequential loss, including liquidated damages or penalty fees and/or charges.
9.3
For the avoidance of doubt, NayaOne shall have no liability for any losses or damages arising out of or in connection with the User’s use of, reliance upon, or access to the SaaS Platform or any related services, including the results of technology, vendor, or third-party assessments and any decisions derived from any outputs. The SaaS Platform is provided as evaluation infrastructure. Nothing in the SaaS Platform or its outputs constitutes professional, legal, financial, or procurement advice. All decisions made on the basis of outputs remain the sole responsibility of the User.
9.4
Subject to clauses 9.1 - 9.3, NayaOne’s total aggregate liability to any User howsoever arising under or in connection with these Terms shall not exceed an amount equal to the charges paid or payable in the twelve (12) months prior by the User to NayaOne.
9.5
Subject to clauses 9.1 - 9.3, the User’s total aggregate liability to NayaOne and/or any other User howsoever arising under or in connection with these Terms shall not exceed an amount equal to the charges paid or payable by the User to NayaOne, and to any other User in connection with any engagement or agreement arising from the SaaS Platform.
9.6
Except as expressly provided in these Terms, the Customer and the Technology Supplier shall be solely responsible to each other for their common usage of the SaaS Platform, and all warranties, representations, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by applicable law.
9.7
Subject to the limitations noted within this clause 9, You agree to indemnify and hold harmless NayaOne and its Affiliates from any claims, damages, losses, or expenses which We directly incur arising out of Your use of the SaaS Platform or violation of these Terms.
10. Indemnity
10.1
The User from a Technology Supplier shall indemnify and hold harmless NayaOne against any claims, actions, losses, or costs arising from that Technology Supplier’s use of the SaaS Platform in breach of these Terms, its Technology Solution(s), or its failure to obtain or maintain required licences, provided that NayaOne is promptly notified of the claim, provides reasonable cooperation at the Technology Supplier’s expense, and the Technology Supplier has sole authority to defend or settle the claim.
10.2
The User from a Customer shall indemnify and hold harmless NayaOne against any claims, actions, losses, or costs arising from that Customer’s use of the SaaS Platform in breach of these Terms, provided that NayaOne is promptly notified, provides reasonable cooperation at the Customer’s expense, and the Customer has sole authority to defend or settle the claim.
10.3
Subject to clause 9, NayaOne shall indemnify the User against any claims that the use of the Software infringes any UK intellectual property rights, provided that NayaOne is promptly notified, the User does not admit liability or settle the claim and provides reasonable cooperation at NayaOne’s expense, and NayaOne has sole authority to defend or settle the claim.
11. Insurance
11.1
NayaOne shall take out and maintain adequate insurance coverage against all normal business risks including any loss, injury or damage in the performance of the SaaS Platform and against its liabilities under these Terms.
12. Introduction to Technology Suppliers
12.1
If the Customer introduces a Technology Supplier to NayaOne whose products and/or services are not already available on the SaaS Platform (an “Introduced Technology Supplier”) and requests that NayaOne provides access, the Customer agrees that NayaOne may request and enter into an agreement with the Introduced Technology Supplier in respect of the SaaS Platform, such that it can continue to offer its products and/or services to NayaOne’s other customers.
13. Customer Engagement with Technology Suppliers
13.1
NayaOne and the Customer acknowledge and agree that: the SaaS Platform facilitates the Customer’s access to and use of any Technology Solutions; the Technology Supplier is responsible for delivering the Technology Solution(s) and for dealing with any claims; the Customer’s access shall be subject to it entering into appropriate terms with the Technology Supplier (“Proof of Concept Agreement”), which shall be subject to and governed by these Terms; NayaOne is not a party to the Proof of Concept Agreement and does not assume any responsibility or liability arising out of it; and NayaOne does not act as the agent of the Technology Supplier.
13.2
Where the Customer engages NayaOne to carry out services on its behalf with respect to any Technology Supplier, the Customer acknowledges that NayaOne is acting solely as an intermediary and accepts no liability of its own in respect of any such arrangement (other than liability which cannot be excluded by law); the Customer remains solely responsible for any underlying obligations it owes the Technology Supplier and shall indemnify NayaOne in respect of any liabilities arising out of those additional services; and the appointment of NayaOne as an intermediary shall not absolve the Customer of any legal or regulatory obligations.
14. Technology Suppliers Engagement with Customers
14.1
The User from a Technology Supplier shall: promptly notify NayaOne and other relevant Users if it suspends, discontinues or ceases to provide any products; agree that the Proof of Concept Agreement, Statements of Work and these Terms are the entirety of the agreement, with these Terms taking precedence in the event of conflict; agree that the Customer shall not be bound by any terms presented by the Technology Supplier other than the Proof of Concept Agreement, these Terms and applicable Statements of Work; provide NayaOne and other relevant Users with information reasonably required; remain solely responsible for its product and listing; provision users on behalf of the Customer ahead of assessment; ensure its products are accessible through the SaaS Platform for demonstrations; and respond to Customers referred by NayaOne within five (5) Business Days.
15. Linking to our Site
15.1
The User may link to NayaOne’s home page, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it.
15.2
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists.
15.3
You must not establish a link to the SaaS Platform in any website that is not owned by You.
15.4
Our SaaS Platform must not be framed on any other website, nor may You create a link to any part of our SaaS Platform other than the home page.
15.5
We reserve the right to withdraw linking permission without notice.
15.6
The website to which You are linking must comply in all respects with any content standards we issue from time to time.
15.7
If You wish to make any use of content on the SaaS Platform other than that set out above, please contact us at support@nayaone.com.
16. Suspension and Termination
16.1
NayaOne may suspend access to the SaaS Platform to all or some Users if NayaOne suspects that there has been any misuse of the SaaS Platform or a breach of these Terms, or if We, in our sole discretion, believe we are required to do so by law.
16.2
We also have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion you have failed to comply with any of the provisions of these Terms, or if We think Your account has been compromised, or if You use the SaaS Platform in a way likely to cause harm to another User.
16.3
Where the reason for the suspension is suspected misuse or a breach of these Terms, without prejudice to its other rights, NayaOne will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
17. Confidentiality
17.1
No User shall, either directly or indirectly: disclose or communicate to any party any other User’s Confidential Information; or duplicate any Confidential Information. A User may disclose any other User’s Confidential Information to its employees who need to know such information for the purposes of exercising that User’s rights or carrying out its obligations, and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.2
No User shall use any other User’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
18. Statements of Work
18.1
In addition to this Agreement and a Proof of Concept Agreement, individual Statements of Work may be entered into by the Parties and such Statements of Work are governed by and subject to these Terms. In the event of inconsistency or conflict between these Terms and any Statement of Work, the terms of this Agreement shall take precedence to the extent of the conflict.
18.2
A Statement of Work shall specify (as applicable) the scope and specification of the Project, any obligations of each Party additional to those set out in this Agreement, and the charges relevant to each Statement of Work.
18.3
Each Statement of Work, unless otherwise agreed by the Parties, shall constitute a separate contract under these Terms and any defined terms used in each Statement of Work shall have the same meaning as set out in these Terms.
19. Miscellaneous
19.1
If any provision of these Terms is deemed unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity of any remaining provisions. The parties shall negotiate in good faith to agree a replacement provision that achieves the intended result of the original provision.
19.2
If we do not exercise or enforce any legal right or remedy contained in these Terms, this will not be taken as a formal waiver of our rights, and those rights or remedies will still be available to us.
19.3
The rights and obligations of the User under these Terms may not be assigned and/or sub-contracted to any other third party without NayaOne’s prior written consent.
19.4
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) 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 exclusive jurisdiction to settle any such dispute or claim.
19.5
However, if the User is a resident of Northern Ireland, You may also bring proceedings in Northern Ireland; and if You are a resident of Scotland, You may also bring proceedings in Scotland.
19.6
To contact us or to complain, please email support@nayaone.com, and We will aim to resolve your issue as soon as possible. We may communicate with You via Our website and via email, SMS or phone. All correspondence from NayaOne will be sent in English.