Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a binding agreement between NorthStar AI S.R.L. ("NorthStar," "we," "us," or "our"), a company organized under the laws of Romania with registered address at Sat Ghionea, Comuna Ulmi, Jud. Giurgiu, cf 747 N, registered with the Trade Registry under RO54842326, and you ("Customer," "you," or "your"), governing your use of NorthStar's software-as-a-service platform (the "Platform") available at ns-ai.io and app.ns-ai.io.

By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you accept these Terms on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization to these Terms. References to "you" and "Customer" include the organization you represent.

These Terms are written in English as the authoritative version. A Romanian translation is available; in case of any discrepancy between language versions, the English version prevails for legal interpretation, except where Romanian law mandatorily requires otherwise (e.g., specific consumer protection contexts).

2. Definitions

• Account: a registered user account on the Platform.
• Acceptable Use Policy or AUP: the policy at ns-ai.io/aup, incorporated by reference into these Terms.
• Affiliates: entities controlling, controlled by, or under common control with a party.
• Customer Content: any data, documents, prompts, files, or other content submitted to or generated through the Platform by you or your end-users.
• Customer Data: personal data within Customer Content, as defined under the Data Processing Agreement.
• Data Processing Agreement or DPA: the agreement governing processing of personal data by NorthStar as Processor on behalf of Customer as Controller, available at ns-ai.io/dpa.
• Digital Employee: an AI-powered tool provided through the Platform with a defined role, capabilities, and personality.
• Documentation: the user guides, help center, and technical documentation we publish for the Platform.
• Effective Date: the date you first create an account or otherwise accept these Terms.
• End-Users: individual users authorized by Customer to use the Platform under Customer's account.
• Fees: the amounts payable by Customer for the Services as set forth in the applicable Order or pricing page.
• Order: a subscription confirmation, signed order form, or any other ordering document referencing these Terms.
• Outputs: content generated by the Platform's AI systems in response to Customer inputs.
• Privacy Policy: the privacy policy at ns-ai.io/privacy.
• Services: the Platform and any related services provided under these Terms.
• Subscription: the right to access and use the Platform for a specified term and tier.
• Subscription Term: the period for which Customer subscribes to the Services.

3. The Services

3.1 Platform Description

NorthStar provides an AI-powered platform offering "digital employees" — AI tools designed to augment business decision-making and automate workflows for small and medium enterprises. Digital employees include strategic consultants (e.g., Company DNA, PESTEL, SWOT analysis), recruitment support (Recruitment Assistant), pricing, legal, marketing, and design support functions. AI processing is performed via third-party providers (Anthropic, OpenAI) under their respective commercial terms.

Specific digital employees, capabilities, and features available depend on the subscription tier as set forth in the applicable Order or pricing page (ns-ai.io/pricing).

3.2 Service Tiers and HR-Metaphor Terminology

NorthStar uses HR-metaphor terminology for its commercial offering (e.g., "Recruitment Fee," "Monthly Salary," "Probation Period"). Notwithstanding this terminology, the legal nature of the agreement is a software-as-a-service subscription. The Customer's "Digital Employees" are software functionalities, not employees within the meaning of Romanian Labor Code or employment law.

3.3 Modifications to the Platform

We may modify the Platform from time to time to add, remove, or change features. We will provide at least 30 days' notice of material adverse changes that materially reduce functionality. Changes that do not materially adversely affect Customer's use may be made without advance notice.

3.4 Beta Features

We may offer beta or preview features. Beta features are provided "AS IS," without warranties, and may be modified or discontinued at any time. Use of beta features is at Customer's own risk.

4. Account, Registration, and Use

4.1 Account Creation

To use the Platform, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your information updated.

4.2 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts under your applicable law. The Platform is not directed at children under the age of 18.

4.3 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately at security@ns-ai.io of any unauthorized use or security breach.

4.4 End-Users

If you grant access to End-Users, you are responsible for their use of the Platform and compliance with these Terms. You must ensure that all End-Users agree to and comply with these Terms before accessing the Platform.

4.5 Acceptable Use

Your use of the Platform must comply with the AUP at ns-ai.io/aup. Violations of the AUP are governed by Section 14 (Termination) and the consequences set forth in the AUP.

5. Subscriptions, Fees, and Payment

5.1 Subscription Term

Subscriptions are sold on a monthly or annual basis as specified in the Order. Unless otherwise specified, monthly subscriptions auto-renew on a monthly basis, and annual subscriptions auto-renew on an annual basis, in each case unless either party provides written notice of non-renewal at least 30 days prior to the expiration of the then-current Subscription Term.

5.2 Fees and Pricing

Fees for the Services are set forth in the applicable Order or pricing page (ns-ai.io/pricing). Fees may include:

• Recruitment Fee: a one-time fee charged upon initial subscription to a digital employee (equivalent to one monthly fee for that tier)
• Monthly Salary: the recurring monthly subscription fee
• Usage-based charges: charges for AI usage exceeding the included quota in a billing period
• Additional services: any additional services ordered

The Platform is billed in EUR.

5.3 Payment Terms

Fees are due in advance and invoiced at the start of each billing period. Payment is processed via Stripe and is due upon receipt of the invoice. Late payments accrue interest at the lower of 1.5% per month or the maximum rate permitted by Romanian law (Legea 72/2013), calculated as simple interest.

5.4 Taxes

Fees are exclusive of taxes. Customer is responsible for all taxes, duties, and similar charges arising from the Services, except for taxes on NorthStar's net income.

5.5 Pricing Changes

We may modify pricing for renewal periods by giving Customer at least 60 days' written notice before the start of the renewal period. Pricing for the current Subscription Term will not change unless explicitly agreed.

5.6 Probation Period

For new subscriptions, the first 14 days constitute a probation period during which Customer may cancel the subscription and receive a refund of fees paid for the unused portion. After the probation period, refunds are governed by Section 14.

5.7 Satisfaction Guarantee

For new annual subscriptions, NorthStar offers a 30-day satisfaction guarantee: if you are not satisfied within the first 30 days, you may cancel and receive a refund of fees paid for the unused portion of the annual term, prorated to the cancellation date.

5.8 Suspension for Non-Payment

If Customer fails to pay fees when due and the failure is not cured within 15 days of written notice, NorthStar may suspend the Services until payment is received. NorthStar may terminate for non-payment in accordance with Section 14.

6. Customer Content and Data

6.1 Ownership of Customer Content

As between Customer and NorthStar, Customer retains all rights, title, and interest in and to Customer Content, including any Outputs derived from Customer Content. NorthStar acquires no ownership interest in Customer Content other than the limited rights expressly granted in these Terms.

6.2 License to Customer Content

Customer grants NorthStar a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, process, and otherwise use Customer Content solely to:

(a) provide the Services to Customer (b) prevent or address technical issues, security incidents, or violations of these Terms or the AUP (c) comply with legal obligations

This license terminates upon termination of these Terms, subject to the data retention and deletion provisions in Section 14.

6.3 Aggregated Data

NorthStar may aggregate and anonymize Customer Content for service improvement and industry insights. By default:

• Business operational data: aggregation enabled (Customer may opt out via account settings)
• Special category data under Article 9 GDPR (e.g., CV data submitted to Recruitment Assistant): aggregation requires explicit opt-in by the customer administrator

Aggregated data is fully anonymized through irreversible techniques and cannot be reverse-engineered to identify any individual or organization. NorthStar may use aggregated data for any lawful purpose, including improving the Services and publishing industry trends.

6.4 Outputs

Outputs generated through the Platform are owned by Customer to the extent permitted by applicable law. NorthStar disclaims any ownership interest in Outputs and assigns to Customer all rights, title, and interest that NorthStar may have in such Outputs. Customer acknowledges that the legal status of AI-generated content varies by jurisdiction and is responsible for determining the protectability of Outputs in relevant markets.

Outputs are advisory in nature. See Section 7 for AI-specific disclaimers.

6.5 Customer Responsibilities

Customer is solely responsible for:

• the accuracy, quality, and legality of Customer Content
• ensuring Customer Content does not infringe third-party rights
• obtaining all necessary consents and legal bases for processing Customer Content (including personal data)
• compliance with applicable laws regarding Customer Content, including GDPR, EU AI Act, and Romanian labor law

7. AI Services and Disclaimers

7.1 AI Nature of the Service

The Services include AI-powered Digital Employees that generate Outputs based on Customer inputs. AI Outputs are generated by machine learning models and may contain inaccuracies, errors, biases, or fabricated information ("hallucinations").

7.2 No Professional Advice

Outputs do not constitute legal, medical, financial, tax, accounting, or other professional advice. Where regulated advice is required, Customer must consult qualified professionals. Customer's reliance on Outputs is at Customer's own risk.

7.3 Human Oversight Required

For decisions with material consequences (including hiring, financial, legal, or strategic decisions), Customer agrees to apply meaningful human review before acting on Outputs. The Recruitment Assistant, as a high-risk AI system under the EU AI Act, requires human oversight as detailed in the AUP.

7.4 No Training on Customer Content

NorthStar does not use Customer Content to train AI models. Our use of Anthropic and OpenAI APIs is governed by their respective Commercial Terms and Data Processing Addenda, which contractually prohibit the use of Customer Content for AI model training. Both providers are certified under the EU-US Data Privacy Framework.

Default API retention periods: Anthropic 7 days, OpenAI 30 days for abuse monitoring, after which the data is deleted from the providers' systems.

7.5 AI Provider Dependencies

The Services depend on third-party AI providers. If Customer's use violates the providers' usage policies (Anthropic, OpenAI — as referenced in the AUP), NorthStar may suspend access. NorthStar maintains multi-provider failover but cannot guarantee continuous AI availability in all circumstances. See Section 12 (Force Majeure) for outages.

7.6 EU AI Act Compliance

Both parties acknowledge that the Platform may include high-risk AI systems under Annex III of EU Regulation 2024/1689 (EU AI Act). NorthStar, as Provider, complies with applicable obligations under Articles 8-15 and 16 (technical documentation, logging, accuracy, robustness, provider general obligations). The Customer, as Deployer of high-risk systems, complies with Article 26 obligations including human oversight (Art. 14), candidate transparency (Art. 13 and Art. 50), record-keeping, and non-discrimination requirements. The Parties cooperate in good faith on shared compliance, including DPIAs (GDPR Art. 35) where required.

7.7 Disclaimers and Customer Acknowledgment

THE PLATFORM AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." NORTHSTAR MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF OUTPUTS. CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF OUTPUTS.

The disclaimers in this Section 7.7 do not apply to: (a) NorthStar's willful misconduct or gross negligence; (b) NorthStar's indemnification obligations under Section 10; or (c) liability that cannot be excluded under applicable Romanian law (including Romanian Civil Code Art. 1355).

8. Data Protection and Privacy

8.1 Data Processing Agreement

Where Customer's use of the Platform involves NorthStar's processing of personal data on behalf of Customer (i.e., Customer is Controller and NorthStar is Processor under GDPR), the Data Processing Agreement at ns-ai.io/dpa applies. The DPA is incorporated into these Terms by reference for such processing.

8.2 Privacy Policy

Information about NorthStar's processing of personal data as Controller (e.g., account data, billing data) is set forth in the Privacy Policy at ns-ai.io/privacy.

8.3 Customer Compliance

Customer is responsible for its own compliance with data protection laws applicable to its use of the Platform, including obtaining necessary legal bases for processing, providing transparency to data subjects, and conducting DPIAs where required.

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

Customer Content and Outputs are Customer's Confidential Information.

9.2 Confidentiality Obligations

Recipient agrees to:

• use Confidential Information only for purposes of these Terms
• protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care
• not disclose Confidential Information to third parties except: (i) to its employees, contractors, and advisors bound by confidentiality obligations and on a need-to-know basis; or (ii) as required by law or court order, with prior notice to Discloser where legally permitted

9.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully known by Recipient before disclosure; (c) is independently developed by Recipient without use of Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.

9.4 Duration

Confidentiality obligations survive termination of these Terms for 3 years, except for trade secrets, which are protected for as long as they qualify as trade secrets under applicable law.

10. Indemnification

10.1 NorthStar Indemnification (IP Infringement)

Subject to the limitations in this Section, NorthStar will defend Customer against third-party claims alleging that the Platform itself, when used in accordance with these Terms, infringes the third party's intellectual property rights, and will pay any damages finally awarded against Customer by a court of competent jurisdiction or agreed in settlement, provided that:

• Customer promptly notifies NorthStar in writing of the claim
• Customer gives NorthStar sole control over the defense and settlement
• Customer provides reasonable cooperation at NorthStar's expense

NorthStar's IP indemnification under this Section 10.1 does not extend to claims arising from the specific content of AI-generated Outputs. Customer acknowledges that AI Outputs may, despite NorthStar's reasonable safeguards, contain content substantially similar to third-party works, and assumes responsibility for reviewing Outputs before commercial use.

10.2 NorthStar Remedies

If the Platform is held to infringe or NorthStar believes it may be held to infringe, NorthStar may, at its option: (a) modify the Platform to make it non-infringing; (b) obtain a license to continue using the Platform; or (c) terminate the affected Services and refund pre-paid fees for the unused portion.

10.3 Customer Indemnification

Customer will defend NorthStar against third-party claims arising from: (a) Customer Content (including claims of infringement, defamation, privacy violation, or breach of Article 9 GDPR obligations); (b) Customer's use of the Platform in violation of these Terms or the AUP; (c) Customer's breach of its representations regarding legal authority and consents for personal data; (d) decisions made by Customer based on Outputs, where the decision itself causes harm; or (e) Customer's failure to comply with Article 26 EU AI Act deployer obligations.

10.4 Indemnification Procedures

The indemnifying party's obligations are subject to the indemnified party: (a) promptly notifying the indemnifying party of the claim; (b) giving the indemnifying party sole control over the defense and settlement (provided that the indemnifying party may not settle in a way that admits liability of the indemnified party without the indemnified party's prior written consent); and (c) providing reasonable cooperation at the indemnifying party's expense.

11. Limitation of Liability

11.1 Liability Cap

EXCEPT FOR LIABILITY EXCLUDED FROM THIS CAP UNDER SECTION 11.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY CUSTOMER TO NORTHSTAR IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) EUR 1,000.

11.2 Exclusion of Indirect Damages

EXCEPT FOR LIABILITY EXCLUDED FROM THIS EXCLUSION UNDER SECTION 11.3, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions to Liability Limits

The liability cap in Section 11.1 and the exclusion of indirect damages in Section 11.2 do not apply to:

(a) Customer's payment obligations under Section 5 (b) breaches of Section 9 (Confidentiality) (c) violations of Section 4.5 (AUP), including EU AI Act prohibited practices (Article 5) (d) indemnification obligations under Section 10 (e) infringement of NorthStar's intellectual property rights (f) gross negligence or willful misconduct (g) liability that cannot be limited or excluded under applicable Romanian law (including Romanian Civil Code Art. 1355)

11.4 Customer Acknowledgment

CUSTOMER ACKNOWLEDGES THAT THE FEES PAID FOR THE SERVICES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS, INCLUDING THE LIMITATIONS OF LIABILITY ABOVE.

12. Force Majeure and Service Availability

12.1 Force Majeure

Neither party shall be liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, natural disasters, pandemics, internet or power failures, and similar events.

12.2 AI Provider Outages

Force Majeure excludes third-party AI service outages ONLY when:

(a) all configured AI providers (Anthropic, OpenAI) experience concurrent failure, despite NorthStar's documented multi-provider failover architecture; AND (b) the failure exceeds 4 hours of continuous downtime.

Single-provider outages mitigated by NorthStar's failover do not constitute Force Majeure or excused service unavailability.

12.3 Service Level

NorthStar will use commercially reasonable efforts to maintain the Platform's availability. Specific service level commitments (SLAs) for Enterprise customers, if any, are set forth in the Master Services Agreement.

14. Term and Termination

14.1 Term

These Terms become effective on the Effective Date and continue for the duration of any active Subscription Term, unless terminated as set forth in this Section.

14.2 Termination for Convenience

Either party may terminate the Subscription with 30 days' prior written notice to the other party. For Customers on annual subscriptions, termination is effective at the end of the then-current annual term; pro-rata refunds are not provided for the unused portion except as set forth in Section 5.6 (Probation Period) and Section 5.7 (Satisfaction Guarantee).

In compliance with EU Regulation 2023/2854 (EU Data Act), Customer may terminate with at most 2 months' notice prior to the intended termination date.

14.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

(a) materially breaches these Terms and fails to cure within 30 days of written notice (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings

NorthStar may terminate immediately for Critical Violations under the AUP as defined therein.

14.4 Effect of Termination

Upon termination:

(a) Customer's access to the Platform ceases (b) Customer Content is retained for 90 calendar days during which Customer may request export per Section 14.5; after this period, Customer Content is permanently deleted from production systems and removed from backup systems within an additional 30 days (c) Customer remains liable for fees accrued before termination (d) Sections that by their nature survive termination shall survive (including Sections 6.3 aggregated data, 9 confidentiality, 10 indemnification, 11 liability, 14.4 effect, 14.5 export, 15-17)

14.5 Data Export

Customer may request export of Customer Content in a structured, commonly used, machine-readable format within 30 days of a written request, in compliance with Article 20 GDPR and EU Data Act. Export is provided free of charge for the first request per Subscription Term; subsequent requests within the same Term may be charged at NorthStar's reasonable cost.

From 12 January 2027 onward, no switching fees shall apply, in accordance with EU Regulation 2023/2854.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Romania, without regard to conflict-of-law principles.

15.2 Jurisdiction

For Customers based in Romania or the EU: the courts of Bucharest, Romania, have exclusive jurisdiction over any dispute arising out of or relating to these Terms.

For Enterprise customers under a separately signed Master Services Agreement, the MSA may specify alternative dispute resolution (e.g., ICC arbitration).

15.3 Mandatory Consumer Protections

Where Customer is a natural person acting outside their trade, business, or profession (a "Consumer"), nothing in these Terms limits Consumer's rights under applicable mandatory consumer protection law. Consumers may also bring claims in the courts of their habitual residence in the EU.

15.4 Equitable Relief

Notwithstanding Section 15.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop unauthorized use, breach of confidentiality, or infringement of intellectual property rights.

16. General Provisions

16.1 Modifications to These Terms

We may modify these Terms from time to time. Material changes will be communicated by email and in-application notice at least 30 days before the effective date of the changes. By continuing to use the Platform after the effective date, you accept the modified Terms. If you do not agree to material changes, you may terminate your Subscription before the effective date.

Material changes include: changes to the Liability section, governing law, jurisdiction, data processing scope, AI training policies, or sub-processors of personal data. Minor changes (clarifications, typo fixes, updates to contact information) may be made without prior notice.

For Enterprise Customers under MSA, modifications follow the terms specified in the MSA.

16.2 Assignment

Customer may not assign these Terms without NorthStar's prior written consent, except to an Affiliate or a successor in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets, provided that the assignee assumes all obligations under these Terms. NorthStar may assign these Terms to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of NorthStar's assets.

16.3 Notices

Notices to NorthStar must be sent to legal@ns-ai.io with a copy to NorthStar's registered address. Notices to Customer will be sent to the email address associated with Customer's account. Notices are effective on receipt for email and 5 business days after mailing for postal mail.

16.4 Entire Agreement

These Terms (together with the incorporated AUP, Privacy Policy, DPA, and any applicable Order or MSA) constitute the entire agreement between the parties and supersede all prior agreements regarding the subject matter.

16.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.6 No Waiver

A party's failure to enforce any right under these Terms is not a waiver of that right or any other right.

16.7 Relationship of Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

16.8 No Third-Party Beneficiaries

These Terms do not confer any rights or remedies on any person other than the parties.

16.9 Order of Precedence

In case of conflict between documents, the order of precedence is:

1. Master Services Agreement (for Enterprise Customers)
2. Order (for specific subscription terms)
3. Data Processing Agreement (for personal data processing)
4. These Terms of Service
5. AUP (with AUP Section 4 taking precedence over conflicting provisions in these Terms for AI-specific use restrictions)
6. Privacy Policy (for data protection matters)
7. Cookie Policy (for cookie-specific matters)

16.10 Language

These Terms are written in English. A Romanian translation is available for informational purposes. In case of any discrepancy, the English version prevails for legal interpretation, except where Romanian mandatory law requires otherwise.

17. Contact

For questions about these Terms:

• Legal inquiries: legal@ns-ai.io
• General support: contact@ns-ai.io
• Security: security@ns-ai.io
• Abuse reports: abuse@ns-ai.io
• Privacy and data protection: privacy@ns-ai.io

NorthStar AI S.R.L. Sat Ghionea, Comuna Ulmi, Jud. Giurgiu, cf 747 N CUI: RO54842326 Trade Registry: J2026037171003