Merve Platform — Terms and Conditions

Version 1.6 · Last updated 8 June 2026

These Terms and Conditions (the "Terms") govern access to and use of the Merve platform (the "Platform"), operated by MERVE LTD, a company incorporated in England and Wales (company number 16438843), whose registered office is at 9 York Place, Leeds, LS1 2DS ("Merve", "we", "us").

By registering for an account, subscribing to a plan, or otherwise using the Platform, you agree to these Terms. If you are agreeing to these Terms on behalf of an organisation (for example a school, nursery or business), you confirm that you have authority to bind that organisation, and "you" and the "Customer" mean that organisation.

These Terms govern the Customer's subscription to and use of the Platform, which is for business, professional, educational and organisational use; the Customer does not subscribe as a consumer. The Customer may use the Platform to deliver content to learners and other end users, who may be individuals and who are not the Customer under these Terms (see Clause 2.4).

1. Definitions

Account: the account you register to access the Platform.

Authorised Users: the individuals you permit to use the Platform under your Account (for example your staff, members, educators or learners).

Confidential Information: has the meaning given in Clause 16.

Customer Content: any content, data, materials and personal data that you (or your Authorised Users) upload to, create on, or process through the Platform.

Data Protection Laws: all applicable data protection and privacy laws, including the UK GDPR and the Data Protection Act 2018.

Documentation: the user guidance and specifications we make available for the Platform.

Fees: the subscription and usage charges for your Plan, as set out at checkout, in your order, or on our website.

Plan: the subscription tier you select (for example Creator, Business or Enterprise), together with its features and allowances.

Subscription: your active, paid subscription to a Plan.

UK GDPR: Regulation (EU) 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018.

The terms controller, processor, sub-processor, personal data, data subject and process have the meanings given in the UK GDPR.

2. The Platform and your Account

2.1 The Platform is a learning platform providing content management, account and organisation management, progress and xAPI-compliant reporting, video and file hosting, content moderation, a moderated AI layer, and UK/EU hosting.

2.2 To use the Platform you must register an Account, provide accurate and complete information, and keep it up to date. You are responsible for keeping your sign-in credentials secure and for all activity that occurs under your Account.

2.3 You are responsible for your Authorised Users and for ensuring they comply with these Terms. You must be at least 18 years old (or have authority to bind the organisation you represent) to hold an Account.

2.4 Business subscriptions. Merve plans are offered only to businesses and organisations, and to individuals acting for purposes relating to their trade, business, craft or profession. By purchasing a Subscription, the Customer confirms that it is not acting as a consumer (within the meaning of the Consumer Rights Act 2015) and acknowledges that consumer-protection law (including the Consumer Rights Act 2015) does not apply to the Subscription. This Clause 2.4 does not apply to learners or other end users who access content through the Customer's platform, who may be individuals (including consumers).

3. Subscriptions, Plans and licence

3.1 Access to the Platform requires an active Subscription. The features, usage allowances and Fees for your Plan are those set out at checkout, in your order, or on our website.

3.2 Licence. Subject to these Terms and to payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform for your internal business or educational purposes during your Subscription.

3.3 Plans may include usage allowances (for example storage, bandwidth and AI-token allowances). Usage beyond an allowance may be charged at our then-current standard rates or limited, as described for your Plan.

3.4 Usage limits and monitoring. You must not exceed the user, seat or usage limits of your Plan, and each user subscription is for one named Authorised User and must not be shared. We may monitor your use of the Platform to verify compliance with these Terms, and may, on reasonable request, require an up-to-date list of your Authorised Users. If your use exceeds your Plan's limits, we may (a) charge for the excess use, including retrospectively, at our then-current rates, payable on demand; and/or (b) suspend or terminate access — in each case without refund and without prejudice to our other rights.

3.5 Enterprise Plans, and any service-level commitments, may be provided under additional terms agreed in writing.

4. Fees and payment

4.1 Fees are payable in advance for each billing period. Unless stated otherwise, Subscriptions renew automatically for successive periods until cancelled in accordance with Clause 11.

4.2 All Fees are exclusive of VAT and other taxes, which you are responsible for paying where applicable.

4.3 Subscriptions are non-cancellable during a paid period, and Fees are non-refundable, except where required by law.

4.4 Business customers shall pay all Fees in full without set-off, counterclaim or deduction, except as required by law.

4.5 If any undisputed sum is overdue, we may charge interest (and, for business customers, statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998) and may suspend the Platform until payment is received in full.

4.6 We may change the Fees for your Plan on at least 30 days' notice, effective from your next renewal. If you do not accept a change, you may prevent renewal under Clause 11.2; continued use after the change takes effect constitutes acceptance.

5. Your content

5.1 You retain ownership of Customer Content. You grant us a non-exclusive, royalty-free licence to host, store, copy, process, transmit and display Customer Content to the extent necessary to provide and support the Platform.

5.2 You are responsible for Customer Content, and you warrant that you have all rights, licences and consents needed for it to be uploaded to and processed on the Platform, and that it is lawful, accurate and does not infringe any third party's rights.

5.3 You are responsible for obtaining all necessary consents and providing all necessary privacy notices to your Authorised Users and other data subjects, including (where you use the Platform to process children's personal data) any required parental or guardian consent.

6. Acceptable use and prohibited content

6.1 You shall not, and shall not permit any Authorised User or third party to:

(a) use the Platform for any unlawful, harmful, fraudulent or infringing purpose;

(b) attempt to gain unauthorised access to, or disrupt, interfere with or circumvent the security of, the Platform or its infrastructure;

(c) introduce any viruses, malware or other harmful or malicious code, or place an unreasonable or disproportionate load on the Platform;

(d) resell, sublicense, rent or otherwise make the Platform available to any third party except as permitted by your Plan; or

(e) use the Platform other than in accordance with these Terms, the Documentation and applicable law.

6.2 Prohibited content. You shall not upload, store, host, publish, share or transmit through the Platform any content that:

(a) is unlawful, harmful, threatening, defamatory or obscene, or that harasses, vilifies, demeans, or incites hatred, violence or discrimination against, any individual or group, in particular on the basis of a protected characteristic (as defined in the Equality Act 2010 — namely age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, and sexual orientation);

(b) contains nudity or sexually explicit material;

(c) provides instructions or guidance for, depicts, promotes, facilitates, or otherwise encourages or educates others in, illegal activity or violence;

(d) infringes or misappropriates any third party's intellectual property or other rights;

(e) you do not have all necessary rights, licences and consents to upload to and process on the Platform; or

(f) we reasonably consider to be offensive, marginalising, or otherwise inappropriate for the Platform or its users.

6.3 Enforcement. We may, at our discretion and without liability, remove or disable access to any content, and suspend or terminate your or any Authorised User's access to the Platform, where we reasonably believe it breaches these Terms or applicable law, or is otherwise inappropriate. Because the Platform may be used to deliver content to children, we treat breaches of Clause 6.2 with particular seriousness and may act immediately and without prior notice.

7. Intellectual property

7.1 We (and our licensors) own the Platform and all intellectual property rights in it, including all underlying technology, software, tools, frameworks, designs, know-how and Documentation. Except for the licence in Clause 3.2, no rights in the Platform are granted to you.

7.2 If you provide feedback or suggestions about the Platform, you grant us a perpetual, royalty-free licence to use them without restriction.

7.3 We may collect and use aggregated and anonymised data (which does not identify you or any individual) to operate, analyse, improve and develop the Platform and our services.

7.4 Shared, multi-tenant service. The Platform is a shared service provided to many customers; your Subscription is non-exclusive, and we may provide the same or similar features and services to other customers. We may also use the general knowledge, skills and experience gained in providing the Platform, provided that we do not use your Confidential Information or Customer Content in breach of these Terms.

8. Restrictions

8.1 You acknowledge that the Platform embodies valuable intellectual property rights, trade secrets and confidential information of Merve. You shall not, and shall not permit, assist, enable or procure any other person to (whether directly or indirectly, and whether during or after your use of the Platform):

(a) copy, reproduce, replicate, frame, mirror or otherwise reproduce any part of the Platform;

(b) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, structure, architecture, algorithms or underlying ideas of the Platform, except, and only to the extent, that this restriction cannot lawfully be excluded (and then only after giving us prior written notice and a reasonable opportunity to provide the information or interoperability required);

(c) develop, build, fund or assist any person to build any product or service that competes with, replicates, or is substantially derived from the Platform, or use the Platform to provide similar services to third parties; or

(d) remove, obscure or alter any proprietary or confidentiality notice on the Platform.

8.2 You acknowledge that a breach of this Clause 8 may cause us irreparable harm for which damages alone would not be an adequate remedy, and that we shall be entitled to seek injunctive or other equitable relief in addition to any other remedy.

9. AI features

9.1 The Platform includes a moderated AI layer. AI-assisted outputs are decision-support aids that require your review and professional judgement, and you remain responsible for assessing their suitability and for how you and your Authorised Users use them.

9.2 We will not use Customer Content, or personal data processed on the Platform on your behalf, to train AI models except on your documented instructions.

9.3 AI features may rely on third-party AI providers engaged by us as sub-processors (see Clause 10).

10. Data protection

10.1 Each party shall comply with the Data Protection Laws applicable to it.

10.2 Roles. In respect of personal data within Customer Content that you upload to or collect through the Platform, you (or the organisation you represent) are the controller and we act as the processor, processing that personal data on your documented instructions to provide the Platform. We are separately a controller of the account, registration, billing, security and platform-operation data that we determine for our own purposes (for example managing your Account, billing, securing and operating the Platform, and fraud prevention), as described in our Privacy Notice.

10.3 Our processor obligations. To the extent we process personal data on your behalf, we shall: (a) process it only on your documented instructions; (b) ensure persons authorised to process it are bound by confidentiality; (c) implement appropriate technical and organisational security measures; (d) engage sub-processors only under written terms no less protective than this Clause and notify you of intended changes so that you have a reasonable opportunity to object; (e) notify you without undue delay on becoming aware of a personal data breach, and assist you with data-subject requests, security, breach notification and data-protection impact assessments; (f) on termination, delete or return the personal data, save for copies required by law; and (g) make available information necessary to demonstrate compliance and allow for audits. These obligations apply where we act as your processor and form part of these Terms.

10.4 Sub-processors. We use sub-processors to provide elements of the Platform (for example hosting, video delivery and AI services). An up-to-date list of our current sub-processors is available on request: contact us at privacy@merve.app. We will notify you of intended changes to our sub-processors so that you have a reasonable opportunity to object.

10.5 Hosting and transfers. Personal data is hosted in the UK/EU. Any international transfer of personal data will be made under an appropriate transfer mechanism (such as the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses).

10.6 Your responsibilities. You are responsible for the lawful basis for the personal data you process through the Platform, for providing privacy notices, and (where applicable) for obtaining verified parental or guardian consent and complying with applicable children's-data laws.

11. Term, suspension and termination

11.1 These Terms apply for as long as you hold an Account or an active Subscription.

11.2 Unless your Plan or order states otherwise, Subscriptions renew automatically for successive periods. Either party may prevent renewal by giving written notice at least 30 days before the end of the then-current period. Subscriptions are non-cancellable during a paid period, and Fees for that period remain payable.

11.3 Either party may terminate immediately on written notice if the other commits a material breach that (if remediable) is not remedied within 30 days of notice, or becomes insolvent or unable to pay its debts.

11.4 We may suspend or terminate your access immediately on written notice where: (a) you fail to pay Fees when due; (b) you breach Clause 6 (Acceptable use and prohibited content) or Clause 8 (Restrictions); (c) we reasonably believe continued provision would breach applicable law, infringe a third party's rights or create a material security risk; or (d) you undergo a change of control, or your financial position deteriorates such that, in our reasonable opinion, your ability to perform these Terms is in jeopardy.

11.5 Effect of termination. On termination or expiry: (a) the licence in Clause 3.2 and your access end; (b) any accrued Fees become due (and Fees paid in advance are not refunded where we terminate for your breach); (c) for a period of 30 days you may export your Customer Content using the Platform's tools, after which we may delete it (subject to any copies we are required to retain by law); and (d) any terms which by their nature should survive — including those on intellectual property (Clause 7), restrictions (Clause 8), data protection (Clause 10), limitation of liability (Clause 14), indemnity (Clause 15), confidentiality (Clause 16) and governing law (Clause 20) — continue in force.

12. Availability, security and content

12.1 We provide the Platform using reasonable skill and care and on a commercially reasonable-efforts basis, and may carry out maintenance from time to time.

12.2 Standard Plans do not include any uptime, availability or service-level guarantee. Service-level commitments are available on our Enterprise Plan.

12.3 We maintain appropriate technical and organisational security measures and apply security updates, but we do not warrant that the Platform will be free from all vulnerabilities. You are responsible for the security of your Account and credentials.

12.4 Customer Content backup. If Customer Content is lost or damaged as a result of our act or omission, your sole and exclusive remedy is for us to use reasonable commercial efforts to restore it from our most recent available backup. We are not responsible for any loss, corruption, alteration or disclosure of Customer Content caused by you, an Authorised User or any third party.

12.5 Connectivity. You are responsible for procuring and maintaining the network connections, devices and internet access needed to use the Platform. We are not liable for any delay, failure, loss or damage arising from your network or from the transmission of data over communications networks (including the internet), which may be subject to limitations and delays inherent in such facilities.

13. Warranties and disclaimers

13.1 We warrant that we will provide the Platform with reasonable skill and care.

13.2 Except as expressly stated in these Terms, the Platform is provided "as is", and all other warranties, conditions and terms (whether express or implied by statute, common law or otherwise) are excluded to the fullest extent permitted by law. We do not warrant that the Platform will be uninterrupted or error-free, or that it will meet requirements you have not expressly agreed with us.

14. Limitation of liability

14.1 Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be limited or excluded.

14.2 Subject to Clause 14.1, neither party is liable for any indirect or consequential loss, or for any loss of profits, revenue, business, contracts, anticipated savings, goodwill or reputation, wasted expenditure, pure economic loss, or loss or corruption of data.

14.3 Subject to Clause 14.1, our total aggregate liability arising out of or in connection with these Terms shall not exceed the greater of (a) the total Fees paid by you in the 12 months before the event giving rise to the claim; and (b) £100. Where the Platform is provided to you free of charge or on a trial basis, our total aggregate liability shall not exceed £100.

14.4 In respect of a breach of Clause 10 (Data protection) or of Data Protection Laws, we are liable only to the extent the breach is caused by our own acts or omissions, and not to the extent it is caused or contributed to by you, an Authorised User, any other controller or a third party.

14.5 Nothing limits your obligation to pay Fees when due, or your liability under Clause 15 (Indemnity).

15. Indemnity

15.1 You shall indemnify and hold us harmless against all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

(a) your or your Authorised Users' use of the Platform other than in accordance with these Terms, including any breach of Clause 6 (Acceptable use and prohibited content) or Clause 8 (Restrictions);

(b) any Customer Content, including any claim that it infringes or misappropriates a third party's intellectual property or other rights; or

(c) any claim that Customer Content, or your or your Authorised Users' use of the Platform, breaches any applicable law (including Data Protection Laws or any safeguarding obligations).

15.2 We will notify you of any claim under Clause 15.1, allow you to control its defence and settlement (provided that no settlement imposes any non-indemnified liability or admission of fault on us without our consent), and provide reasonable assistance at your cost.

16. Confidentiality

16.1 Confidential Information means all non-public information of a confidential or proprietary nature disclosed by or on behalf of one party to the other, whether or not marked confidential, that by its nature or the circumstances of disclosure would reasonably be understood to be confidential — including the Platform, Merve's technology and know-how, Customer Content, and the terms of any Subscription.

16.2 Each party shall keep the other's Confidential Information confidential, use it only for the purposes of these Terms, and not disclose it except to those of its personnel, advisers or sub-contractors who need to know it and are bound by equivalent obligations, or to the extent required by law or a competent authority.

16.3 Clause 16 does not apply to information that: (a) is or becomes public other than through breach of these Terms; (b) was lawfully known to the recipient before disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the other's Confidential Information.

17. Publicity

17.1 We may identify you as a customer and describe your use of the Platform — including by using your name and logo — in our marketing materials, website and customer references. At your written request, we will stop or amend any specific use that is inaccurate or that you reasonably believe materially harms your reputation.

18. Changes to these Terms and the Platform

18.1 We may update these Terms from time to time. We will notify you of material changes; continued use of the Platform after a change takes effect constitutes acceptance.

18.2 We may modify, enhance or discontinue features of the Platform, but will not materially reduce the core functionality of your paid Plan during a paid period without notice.

19. General

19.1 Assignment. You may not assign or transfer your rights or obligations without our prior written consent. We may assign, novate or sub-contract these Terms to an affiliate or in connection with a merger, acquisition or sale of our business.

19.2 Sub-contracting. We may engage sub-contractors and sub-processors to provide the Platform, and remain responsible for their performance.

19.3 Force majeure. Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by an event beyond its reasonable control.

19.4 Relationship. Nothing in these Terms creates a partnership, joint venture or agency between the parties.

19.5 Third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.

19.6 Entire agreement. These Terms (together with our Privacy Notice, and any order or Plan details) constitute the entire agreement between the parties relating to the Platform and supersede any prior agreements relating to its subject matter. Each party acknowledges that it has not relied on any statement or representation not set out in these Terms, but nothing limits liability for fraud or fraudulent misrepresentation.

19.7 Compliance with laws. Each party shall comply with applicable laws in connection with these Terms, including applicable anti-bribery and anti-slavery laws.

19.8 Waiver and severance. A failure to enforce a right is not a waiver of it. If any provision is held invalid or unenforceable, it shall be deemed deleted and the remaining provisions are unaffected.

19.9 Notices. Notices must be in writing and may be given by email — to you at the address on your Account, and to us at support@merve.app.

20. Governing law and jurisdiction

20.1 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

21. Contact us

You can contact us at MERVE LTD, 9 York Place, Leeds, LS1 2DS, or by email at support@merve.app. For privacy and data-protection matters, contact privacy@merve.app.