Terms and Conditions
Naia Software Agreement
Effective Date: June 10th, 2026 — Version 2.0
Introduction
These Terms and Conditions ("Agreement") govern your access to and use of the Naia software platform and associated services ("Service" or "Platform"), provided by Naia ApS, CVR no. 44815575, Mejlgade 55B, 2. floor, DK-8000 Aarhus C, Denmark ("Naia", "we", "us", "our").
This Agreement applies to all users of the Service, including users of a free trial version, paying subscribers, and users accessing the Service as part of a pilot programme or through a partner organisation (collectively "Users" or "you").
Where the Service is used by an organisation, that organisation is bound by this Agreement through its use of the Service. The individual creating an account or accepting this Agreement on behalf of an organisation warrants that they are authorised to do so. If they are not so authorised, they accept personal liability under this Agreement until the organisation either ratifies the acceptance or ceases use of the Service.
1. Definitions
"Service" or "Platform": The Naia cloud-based AI workspace accessible via browser, including all features, integrations, and updates provided by Naia.
"User" or "you": Any individual or legal entity accessing or using the Service, including free trial users, paying subscribers, and users onboarded through a pilot programme.
"Customer Data": All data, files, content, and materials that Users upload, create, or generate within the Service, including project data, Bills of Materials, cost scenarios, 3D models, and attachments.
"Personal Data": Any information relating to an identified or identifiable natural person, as defined under applicable data protection law including the GDPR.
"AI Output": Any content, analysis, estimate, recommendation, or other output generated by artificial intelligence components within the Service.
2. License and Access
2.1 Subject to your compliance with this Agreement, Naia grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during the applicable subscription or trial period.
2.2 The Service is provided as a cloud-based SaaS platform accessible through a supported web browser. Naia does not provide native applications or local hosting.
2.3 Your right to access the Service may not be assigned, sub-licensed, or transferred to any third party without Naia's prior written consent. Where the Service is accessed as part of a pilot programme through a partner organisation, your access is further governed by the terms of that arrangement.
2.4 Naia reserves the right to modify, update, or discontinue features of the Service at any time, provided that material changes that substantially diminish agreed functionality are communicated with reasonable advance notice.
3. User Obligations and Prohibited Use
3.1 You agree to use the Service in accordance with applicable laws and regulations and solely for lawful purposes. You are responsible for ensuring that your use of the Service and any Customer Data you submit complies with all applicable legal requirements.
3.2 You agree not to:
Use the Service for any unlawful, fraudulent, or harmful purpose.
Attempt to gain unauthorised access to, disrupt, or interfere with the Service or its underlying infrastructure.
Reverse engineer, decompile, or attempt to derive the source code of the Service or any AI components.
Use the Service in any high-risk environment where failure could lead to significant harm, personal injury, or loss of life.
Share your account credentials with unauthorised individuals or allow multiple individuals to access the Service using a single account.
Upload content that is unlawful, harmful, defamatory, or infringes the intellectual property rights of any third party.
Extract, copy, scrape, reproduce, or systematically download any third-party data accessible through the Service, including but not limited to pricing data, building component data, or material databases provided by third-party data partners, beyond what is permitted by the User's own agreement with the relevant data provider. Users are solely responsible for ensuring they hold valid licences for any third-party data they access through the Service.
Use AI Output, calculation results, or any outputs generated by the Service to reverse-engineer, reconstruct, or derive the underlying third-party datasets or proprietary data sources integrated into the Service, including Molio's Prisdata or any equivalent pricing database.
3.3 You are solely responsible for the accuracy, legality, and appropriateness of all Customer Data you submit to the Service. Naia does not verify or validate Customer Data.
3.4 You agree to review and validate all AI Output with appropriate professional expertise before using it in reports, decision-making, design, or external communication. AI Output is advisory in nature and must not be relied upon as definitive or professionally verified information.
4. Disclaimer of Warranties
4.1 To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available," without warranty of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
4.2 Naia does not warrant that the Service will be uninterrupted, error-free, secure, or free from harmful components, or that any defects will be corrected.
4.3 The Service incorporates artificial intelligence models, including large language models and Naia's proprietary Product LLM. AI Output may include suggestions, analyses, cost estimates, material matches, and references to data sources. Naia does not guarantee the accuracy, completeness, or reliability of AI Output. References to third-party databases or data sources are automatically generated and do not constitute verified or licensed access to such databases unless explicitly stated.
4.4 Naia's proprietary LLM is trained exclusively on synthetic data. No Customer Data is used to train Naia's AI models.
5. Limitation of Liability
5.1 To the maximum extent permitted by applicable law, Naia shall not be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages, including but not limited to loss of data, loss of revenue, loss of profit, loss of goodwill, or business interruption.
5.2 Naia's total aggregate liability to you for all claims arising under or in connection with this Agreement shall not exceed the greater of (a) the fees paid by you to Naia in the twelve months preceding the claim, or (b) one hundred Euros (€100) for free trial users.
5.3 You acknowledge that you assume all risks associated with your use of AI Output and that you are solely responsible for decisions made on the basis of AI Output without appropriate human review and professional validation.
5.4 Nothing in this Agreement limits or excludes liability that cannot be excluded under applicable law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
6. Intellectual Property
6.1 The Service, including all underlying software, algorithms, AI models, user interfaces, and associated documentation, is and remains the exclusive intellectual property of Naia ApS. Nothing in this Agreement transfers any ownership of Naia's intellectual property to you.
6.2 All Customer Data you upload or create within the Service remains your property. You grant Naia a limited, non-exclusive license to process Customer Data solely as necessary to deliver the Service and as described in our Privacy Policy.
6.3 Naia may use anonymized and aggregated usage data derived from your use of the Service for the purpose of improving and developing the Service. Naia will not use Customer Data to train external AI foundation models without your explicit prior written consent.
6.4 If you provide feedback, suggestions, or ideas to Naia regarding the Service ("Feedback"), you grant Naia a perpetual, irrevocable, royalty-free, worldwide licence to use such Feedback to improve its products and services. Naia will not attribute Feedback to you without your consent.
7. Data Processing
The processing of Personal Data in connection with your use of the Service is governed by our Privacy Policy, which forms an integral part of this Agreement and is available at www.naialab.com/privacy-policy. By accepting these Terms and Conditions, you also accept our Privacy Policy. The Privacy Policy sets out how Naia collects, uses, stores, and protects Personal Data, including our obligations as Data Processor and your rights as Data Controller.
9. Force Majeure
12.1 Naia shall not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond Naia's reasonable control that Naia could not reasonably have foreseen or avoided at the time of entering into the Agreement. Such circumstances include, but are not limited to, natural disasters, war, cyberattacks, strikes, lockouts, government actions, or failures of third-party infrastructure providers.
12.2 Where a force majeure event prevents Naia from providing the Service, Naia will notify you as soon as reasonably practicable and will use reasonable efforts to resume the Service. If the force majeure event continues for more than 30 consecutive business days, either party may terminate the Agreement by written notice without further liability. Any prepaid fees for the period after termination will be refunded on a pro-rata basis.
9.3 Force majeure does not excuse your obligation to make payments that fell due prior to the force majeure event.
10. Indemnification
13.1 You agree to indemnify, defend, and hold harmless Naia ApS, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
Your use of the Service in violation of this Agreement or applicable law.
Customer Data you submit to the Service that infringes the intellectual property rights, privacy rights, or other rights of any third party.
Your organisation's failure to fulfil its obligations as Data Controller under applicable data protection law.
Any misrepresentation made by you in connection with your use of the Service.
13.2 Naia reserves the right to assume exclusive control of the defence of any matter subject to indemnification by you, in which case you agree to cooperate with Naia's defence of such claim. You may not settle any claim without Naia's prior written consent where such settlement imposes any obligation or liability on Naia.
10.3 The indemnification obligations in this section survive termination of this Agreement.
11. Term and Termination
14.1 This Agreement remains in effect for the duration of your subscription, trial period, or pilot programme, unless terminated earlier in accordance with this section.
14.2 Naia reserves the right to suspend or terminate your access to the Service with immediate effect if you breach this Agreement, if required by law, or if continued access poses a risk to the security or integrity of the Service.
14.3 You may terminate your account at any time by contacting info@naialab.com. Prepaid fees are non-refundable except where termination is due to Naia's material breach.
14.4 Upon termination, your right to access the Service ceases immediately. Your Customer Data will remain accessible for export for 30 days following termination, after which it will be deleted in accordance with our Privacy Policy.
11.5 Sections 4, 5, 6, 10, 12, 13, and 14 survive termination of this Agreement.
12. Changes to this Agreement
12.1 Naia reserves the right to update this Agreement from time to time. We will provide at least 30 days' notice of material changes via email to your registered address or through a notice within the Service.
12.2 Continued use of the Service after the effective date of any changes constitutes acceptance of the updated Agreement. If you do not accept the updated terms, you must cease using the Service.
13. Governing Law and Disputes
13.1 This Agreement is governed by and construed in accordance with the laws of Denmark, without regard to its conflict of law principles.
13.2 Any dispute arising out of or in connection with this Agreement shall first be referred to the parties' respective day-to-day responsible representatives for resolution by negotiation. If unresolved within 20 business days, the dispute may be submitted to the Danish courts, with the City Court of Aarhus (Retten i Aarhus) as the court of first instance.
14. General Provisions
14.1 This Agreement, together with our Privacy Policy, constitutes the entire agreement between you and Naia regarding your use of the Service.
14.2 If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.
14.3 Naia's failure to enforce any right or provision of this Agreement will not constitute a waiver of that right or provision.
14.4 All amounts referred to in this Agreement are exclusive of VAT unless otherwise stated.
Contact
For questions about these Terms and Conditions, please contact:
Naia ApS
Mejlgade 55B, 2. floor, DK-8000 Aarhus C, Denmark
Email: info@naialab.com | Web: www.naialab.com