VarrenBack to VarrenVarren Terms of Service
Effective date: 22 September 2026 Version: 2.5 Applies to: varren.co, the Varren application, the Varren API, the Varren agents and connectors, and every Varren service (together, the "Service")
1. Overview
This clause points to provisions that govern common questions. It is not a summary and does not vary them.
- The Action Mandate and your authorisation for Varren to act: clause 7.
- AI output: clause 9.
- Your content and tenant isolation: clause 10.
- Likeness, voice and synthetic media: clause 11.
- Limitation of liability: clause 18.
- Governing law and forum: clauses 27 and 28.
2. Who you are contracting with
2.1 The Service is operated by Alpha Innovation Technologies - F.Z.C, a free zone company registered in Ajman Free Zone, Ajman, United Arab Emirates, trading as AlphaIT Engineering. In these Terms, "Varren", "we", "us" and "our" mean Alpha Innovation Technologies - F.Z.C, which is the contracting party for the Service worldwide.
2.2 "AlphaIT" and "AlphaIT Engineering" are trading names used publicly by the same company.
2.3 Our trade licence is issued by the Ajman Free Zone Authority. A copy is available on request to [email protected].
2.4 "You" and "your" mean the person or organisation that opens a Varren account. Where you open an account for a company, a government body or any other organisation, you confirm that you are authorised to bind it, and "you" means that organisation as well as you personally.
2.5 "Service" means varren.co, the Varren applications, the Varren API, the Varren agents and connectors, and everything we make available through them. "Output" means the content the Service generates for you. "Customer Content" is defined in clause 10.1.
2.6 Legal notices, data protection requests and every other communication reach us at [email protected]. Our postal address is in clause 36.
3. Our group, and who invoices you
3.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with Alpha Innovation Technologies - F.Z.C, including the separately registered Nigerian company operating under the AlphaIT name.
3.2 Where local tax, currency or payment rules require an invoice to be issued by a locally registered company, we may arrange for an Affiliate to invoice you, collect payment and issue local tax documentation. Where we do, we will tell you which entity is invoicing you.
3.3 This does not change who you are contracting with. Alpha Innovation Technologies - F.Z.C remains the only party to this agreement, remains solely responsible for the Service and for our obligations to you, and remains the only entity against which you may bring a claim under these Terms. An Affiliate that invoices you does so as our billing agent and takes on no separate obligation to you. No Affiliate acquires or assumes any right or obligation under these Terms unless you and that Affiliate sign a separate written agreement expressly saying so.
3.4 Payment to the Affiliate we name discharges your payment obligation to us in full. Clauses 27 to 35 apply in the same way whichever entity issues your invoice.
3.5 We may perform any part of the Service through an Affiliate or a subcontractor, and we remain responsible to you for what they do.
4. Who may use Varren
4.1 You must be at least eighteen (18) years old, or the age of majority where you live if that is higher, and capable of entering a binding contract. The Service is not offered to children, and we do not knowingly provide it to anyone under eighteen. Where we learn that an account holder is under eighteen we will close the account and refund any unspent Varren Credits.
4.2 Where you accept these Terms for an organisation, you represent and warrant that you have authority to bind it.
4.3 We may verify your identity, your organisation, your age and your authority, and may withhold, condition, suspend or withdraw access until we are satisfied. The Service is offered at our discretion and we may decline any application without giving a reason.
5. What Varren is, and what it does
5.1 Varren is a governed autonomous growth operator. Depending on your plan and configuration, the Service may:
(a) generate text, images, video, audio, documents, plans and other content using artificial intelligence models operated by third parties, selected and routed automatically by us; (b) connect to accounts and services you authorise, including social platforms, messaging platforms, email, calendars, storage, advertising and analytics; (c) take actions on your behalf on those accounts under the mandate in clause 7, including drafting, publishing, scheduling, sending, replying to, editing and organising content and messages; (d) operate an automated browser, including inside sessions where you are already signed in to a third-party service, in order to carry out tasks you have authorised; (e) ingest and organise material you give it, including documents, brand assets, transcripts, content libraries, and the contents of mailboxes and accounts you connect; (f) research, analyse, plan and report; and (g) keep an audit trail of what it did, and an approval layer that governs what it may do.
5.2 We change the Service continuously. Features, interfaces, AI models, infrastructure providers and supported third-party platforms will be added, changed and removed over time. Those changes are how the Service is delivered and are not amendments to these Terms. Clause 17.5 governs a change that materially reduces core functionality.
5.3 The categories of third party that process personal data for us, and how we notify you when that list changes, are set out in our Privacy Policy at https://varren.co/privacy.
6. How you accept these Terms
6.1 You accept these Terms by ticking the box that says you agree to them when you create your account, or by clicking a button that says you agree. Either way, you enter a binding contract. The mandate in clause 7 is part of these Terms, and clause 7.1 sets out how you give it and what we record when Varren acts under it.
6.2 Electronic acceptance has effect. Under United Arab Emirates Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services, and under the equivalent laws of the countries our customers are in, an agreement made electronically has the same legal effect as one signed on paper.
6.3 On acceptance we record the date and time in UTC, the account and the user, the browser that accepted, and the version identifier of the document you were shown. We keep every superseded version of these Terms, so the version identifier identifies the exact text you agreed to. We keep that record for as long as your account exists and for six (6) years afterwards, and provide the recorded version on request to [email protected].
6.4 These Terms are written in English and English is the language of this contract. Any translation we provide is for convenience only and the English version governs, except for a consumer in the United Arab Emirates under clause 23.3.
6.5 These Terms should be read with our Privacy Policy at https://varren.co/privacy, our Acceptable Use Policy at https://varren.co/aup, and our Data Processing Addendum at https://varren.co/dpa. The Data Processing Addendum is incorporated into these Terms and takes effect automatically, without signature, for every customer whose use of the Service involves personal data subject to the EU General Data Protection Regulation, the United Kingdom GDPR, the Nigeria Data Protection Act 2023, the Kenya Data Protection Act 2019, or United Arab Emirates Federal Decree-Law No. 45 of 2021. It is our Article 28 processing contract with you and no separate signature brings it into force.
6.6 Each of the three documents named in clause 6.5, in the version in force on the date you accept these Terms, is available on request to [email protected] within five (5) business days. Prior versions of each are available from the company on the same request.
7. The Action Mandate: your authorisation for Varren to act
7.1 Appointment. You appoint Alpha Innovation Technologies - F.Z.C as your limited agent, and grant Varren actual authority, to perform the Permitted Actions on your behalf using the accounts, credentials, tokens, browser sessions and destinations you have connected or approved. This appointment is limited to the Permitted Actions and to no other purpose.
You give the authority by connecting an account and enabling a capability that uses it, and its boundaries are the settings and approvals in clause 7.2. Before Varren performs an action that has an effect outside your workspace, that action is recorded as a proposal and executes only against an approval a person gave. The approval is matched at the moment of execution to the exact action it covers, including the tool, the arguments, the resolved target and a fingerprint of every file the action would read or send. It is single use and it expires, so it cannot be replayed, cannot be widened after the fact, and cannot authorise a different action from the one shown. Content Varren publishes is gated the same way, against a hash recomputed from the content as it stands at the moment of publishing. Both the approval and the action are recorded, with the time in UTC and the person responsible. The approval record is append-only and has no update or delete path anywhere in the Service, and the workspace activity history that carries published and scheduled actions is additionally hash-linked, each entry carrying the hash of the one before it, so that an alteration or deletion is detectable. The record of what has been approved and done in your workspace is available on request to [email protected].
7.2 Permitted Actions. "Permitted Actions" means only those categories of action that are (a) enabled in your workspace, (b) within the limits, budgets, schedules, recipients, destinations and rate limits set in your workspace, and (c) either approved by you for a specific action or covered by a standing approval you have configured. The scope of the mandate is defined by your settings and your approvals and by nothing else. Its current state is the settings and the recorded approvals in your workspace, which you may change at any time.
7.3 No authority beyond scope. Varren has no actual, implied, apparent, ostensible or usual authority to do anything outside the Permitted Actions. Varren is not authorised to enter into a contract in your name, incur a financial obligation, make a payment, transfer funds or assets, accept terms on your behalf, waive a right, or give any legally binding undertaking, unless a written addendum signed by both parties expressly grants that authority and states its limits. Nothing we say, do, publish or display creates authority beyond this clause, and no third party may rely on any appearance of wider authority.
7.4 You are the principal. An action taken within the Permitted Actions is your action, as if you had taken it yourself, whether you approved it individually, approved it in advance through a standing approval, or generated it with AI assistance. You are responsible for it and its consequences, both as between you and us and as between you and any third party.
7.5 Ratification. Where an action is taken that you consider outside the Permitted Actions, you must notify us at [email protected] within thirty (30) days of the action appearing in your audit trail. Where you do not, or where you retain the benefit of that action, you ratify it and it is treated as having been within the Permitted Actions from the moment it was taken.
7.6 Revocation and stop. You may narrow or revoke the mandate at any time, in whole or in part, by changing your approvals, by disconnecting an account, or by writing to [email protected]. There is no single control that halts all activity at once. Withdrawing the approval that covers the work and disconnecting the account it would run on are the fastest steps available to you, and [email protected] reaches a person who can stop work on our side. Revocation takes effect prospectively as soon as we can reasonably give effect to it. It does not undo an action already taken, and it does not stop an action already in flight where stopping it is not technically possible. A third party who has already received an action cannot be made to unreceive it.
7.7 Our own controls. We may refuse, delay, throttle or halt any action we reasonably believe is unlawful, abusive, unsafe, in breach of the Acceptable Use Policy, or likely to cause a connected account to be suspended. Exercising this right, or not exercising it, does not make us responsible for any action, does not create a duty to monitor, and does not narrow clause 7.4.
7.8 Autonomy is your choice. Automated action can misread an instruction, act on incomplete or stale information, or interact with a third-party system in a way nobody predicted. The more autonomy you enable and the fewer approval gates you keep, the more of that risk you take. You are responsible for the level of autonomy you run at, for the standing approvals you configure, and for supervising both.
7.9 The audit trail is the record. Varren keeps an audit trail of actions taken under your mandate. As between you and us, that audit trail is the agreed record of what was authorised and what was done, and is admissible as evidence of both, unless you show it is wrong.
7.10 The mandate ends when the contract ends. Every mandate under this clause is revoked on termination, as clause 21.4 sets out.
8. Connected accounts and third-party platforms
8.1 You warrant that you own, or are authorised by the owner to connect and operate, every account you connect, and that you have any internal approval required to do so.
8.2 Your use of each connected platform is governed by that platform's own terms, and you are responsible for complying with them. Several platforms restrict or prohibit automated access, automated messaging, scraping, and the use of third-party software to act on an account. LinkedIn's User Agreement prohibits software, bots, browser plugins and extensions that scrape or automate activity, and LinkedIn enforces that restriction against accounts and against vendors. Where an official API exists and we support it, Varren uses it. Where you instruct Varren to act through a browser session instead, you do so knowing the platform may treat that as a breach of its terms.
8.3 You accept that a platform may at any time, with or without reason and with or without notice, rate limit, restrict, demote, suspend, delete or permanently terminate any account you connect, including as a result of activity Varren performs under your mandate and including where that activity was lawful and within your settings. That decision is the platform's alone. We are not responsible for it, for anything you lose because of it, or for a platform's refusal to reinstate you. This clause describes what we do not undertake to do and is not a limitation of liability.
8.4 You are responsible for the laws that govern the messages you send and the data you use to send them. Depending on where you and your recipients are, that includes the United States CAN-SPAM Act and Telephone Consumer Protection Act, Canada's CASL, the EU General Data Protection Regulation and the ePrivacy rules on unsolicited electronic communications, the United Kingdom Privacy and Electronic Communications Regulations, the Nigeria Data Protection Act 2023, under which direct marketing including profiling requires consent and silence or inactivity is not consent, the Kenya Data Protection Act 2019 and its direct marketing rules, and the United Arab Emirates rules on electronic marketing. You are responsible for lawful basis, consent, suppression lists, accurate sender identification and a working unsubscribe.
8.5 Platform terms change. Where a platform withdraws access, changes its API, or prohibits a method we use, we may remove or change the affected capability without liability, and we will notify you when we do.
8.6 Automation and your own logins. Where you authorise Varren to operate inside a session you are already signed in to, or to act using your own credentials or tokens, that activity can trigger a platform's own security machinery. A platform may force a password reset, invalidate your sessions on every device, lock you out pending multi-factor re-verification, ban a device fingerprint or an address range, throttle your account, or revoke an API token or an OAuth grant. Those are the platform's systems and decisions, not ours. We are not liable for a lockout, for the time it takes you to regain access, or for anything you lose while you are locked out. Keep your own recovery codes, backup access method and administrator contact for every account you connect.
9. AI output: what it is and what it is not
9.1 How it is produced. Varren generates Output using artificial intelligence models operated by third parties. We select and change the model and the provider automatically, on the basis of quality, capability, availability, safety and cost. You do not choose the model, we do not disclose which model produced a given Output, and we may change providers at any time without notice and without amending these Terms. Our commitments about your content in clause 10 apply to every provider we route to.
9.2 Output can be wrong. AI Output is probabilistic. It may be inaccurate, incomplete, out of date, biased, offensive, internally inconsistent, or entirely fabricated, including invented facts, figures, quotations, citations, names, events, laws, statistics and sources, and it may reproduce or closely resemble existing material.
9.3 No warranty. We give no warranty, express or implied, that Output is accurate, complete, current, original, non-infringing, fit for any purpose, or suitable for publication or reliance.
9.4 Not professional advice. Output is not legal, medical, financial, tax, accounting, investment, insurance, employment, immigration, engineering, safety or any other professional advice, and using the Service creates no professional relationship. Do not rely on Output where a qualified professional is required.
9.5 You review before you rely. You are responsible for reviewing, verifying and correcting Output before you publish it, send it, act on it, or let it influence a decision. Where the Service offers review, approval or scheduling controls, you are responsible for configuring and using them. Reducing or removing those controls is your decision and your risk.
9.6 Prohibited reliance. You must not use the Service or Output, without meaningful and competent human review by a person who is able to and does override it, (a) in any situation where an error could cause death, personal injury, or serious damage to property or the environment, or (b) to make or materially inform a decision producing a legal or similarly significant effect on a person, including decisions about credit, employment, education, housing, insurance, immigration status, benefits, healthcare, policing, or access to essential services. Where a law on automated decision-making applies to you, including Article 22 of the General Data Protection Regulation, you remain responsible for complying with it. Where you use the Service in a way that makes it a high-risk AI system under Regulation (EU) 2024/1689, including by putting it to a use listed in Annex III of that Regulation, then under Article 25(1) of that Regulation you become the provider of that high-risk AI system and you take on the obligations of a provider. We do not take them on and do not undertake to help you meet them.
10. Your content, and the licence you give us
10.1 You own your content. You keep all rights in the material you upload, connect or generate through the Service ("Customer Content"), and in the Output produced for you to the extent Output is capable of ownership. We claim no ownership in either, and to the extent we hold any right in Output generated for you at your direction, we assign it to you.
10.2 The licence we need. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, adapt, index, embed and process Customer Content and Output, and to sub-license those rights to our hosting, infrastructure and model providers, solely in order to (a) operate and deliver the Service to you, (b) perform the actions you have authorised, (c) provide support you request, (d) keep the Service secure and prevent abuse, and (e) comply with law. This licence lasts only as long as we hold the content and ends when the content is deleted under clause 21.
10.3 What we may learn. We improve the Service by learning from how it is used. What we may derive and reuse is limited to patterns, structures, statistical and quality signals, evaluation scores, error and failure signatures, aggregate performance measurements, and de-identified derived features that do not identify you, any person or any organisation, and from which Customer Content cannot be reconstructed. We may keep and use that learning after your contract ends. It is not Customer Content, and we will not attempt to re-identify it.
This clause does not apply to any data we obtain through a Google Workspace API, including Gmail, Google Drive and Google Calendar. We do not use data obtained through those APIs to create, train or improve any machine learning or artificial intelligence model, and we do not derive learning of any kind from it, whether or not that data is aggregated, de-identified or anonymised. Our use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements, and to the Google Workspace API User Data and Developer Policy.
10.4 Tenant isolation. We will not use your Customer Content, or Output generated for you, to produce, populate, suggest, illustrate, retrieve, cite or inform any output shown to another customer. Your content, names, numbers, documents, brand material and contacts stay inside your workspace. This is a contractual obligation, and clause 18.3 gives a breach of it a higher liability cap than the rest of these Terms.
10.5 No third-party model training on your content. We do not permit any third-party AI model provider to train, fine-tune or otherwise improve its models on your Customer Content or Output. We contract for and configure paid commercial or enterprise tiers, never a free or consumer tier, and we require of every provider we route to that the terms of that tier prohibit training on the content we send. Where a provider's terms change so that this requirement is no longer met, we stop routing your Customer Content to it.
10.6 You warrant your content. You warrant that you have all rights, consents, permissions and lawful bases needed for us to receive and process your Customer Content and to do what you instruct us to do with it, and that your Customer Content does not infringe or violate any person's rights.
10.7 Output similarity. Because AI models are probabilistic and many customers ask for similar things, Output generated for you may be similar or identical to Output generated for someone else. That is not evidence that your content was used. You get no exclusivity in Output and we may generate similar Output for others. Output may also not qualify for copyright or other protection in every country, and we do not represent that it does.
10.8 Data protection roles. As between you and us, you are the controller of the personal data inside your Customer Content and we are your processor for it, on the terms of our Data Processing Addendum at https://varren.co/dpa. We are the controller of your account, billing, security and usage data. The Privacy Policy explains both roles.
11. Likeness, voice, biometrics and synthetic media
11.1 Scope. This clause applies whenever you upload, connect or direct the Service to use a photograph, video, audio recording, voice sample, facial image, or other material from which a real person can be identified, and whenever you ask the Service to generate content that depicts, imitates or reproduces the appearance, voice or manner of a real person, living or dead. The result is Synthetic Likeness Content.
11.2 Your warranty. You represent and warrant, on each occasion you use these capabilities, that for every identifiable person in the material and in the result:
(a) the person is of the age of majority where they live, or you hold the verifiable consent of a parent or legal guardian; (b) the person has given free, specific, informed and unambiguous written consent to the creation and to the use you intend, covering the media, the territories, the duration, and whether the use is commercial or promotional; (c) where the person is deceased, you hold the written authorisation of whoever controls the estate's publicity or personality rights; (d) you hold, and will keep for at least three (3) years after the last use, a record of that consent, and you will produce it to us within five (5) business days of a request; and (e) the use complies with all applicable law on publicity, personality, image, voice, biometric data, digital replicas and synthetic media.
11.3 Laws you are agreeing to comply with. These include, without limitation, the Tennessee Ensuring Likeness Voice and Image Security Act, California Assembly Bills 1836 and 2602 and California's right of publicity, the biometric privacy statutes of Illinois, Texas and Washington, the digital replica and non-consensual synthetic media statutes of other United States states as they come into force, Regulation (EU) 2024/1689 (the EU AI Act), the Danish amendment to the Copyright Act creating a neighbouring right in a person's appearance and voice, the General Data Protection Regulation and equivalent laws treating biometric data as a special category, United Arab Emirates Federal Decree-Law No. 34 of 2021 on Countering Rumours and Cybercrimes, United Arab Emirates Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, the Nigeria Data Protection Act 2023, and the Kenya Data Protection Act 2019. Where a further digital replica or synthetic media law comes into force, including the United States NO FAKES Act, this clause extends to it automatically and without amendment.
11.4 Prohibited. You must not use the Service to create or distribute Synthetic Likeness Content that:
(a) depicts a real person in a sexual or intimate context, in any circumstance, with or without that person's consent; (b) depicts a minor in any sexualised way, in any circumstance; (c) puts words, opinions, endorsements or admissions into a real person's mouth in a way intended or likely to be taken as genuine; (d) impersonates a real person in order to obtain money, credentials, data, access or any other benefit; (e) depicts a candidate, official, election or public authority in a way likely to mislead the public, or that an election-integrity or political-advertising law prohibits; (f) impersonates a law enforcement, government, military, medical or emergency official; or (g) uses the voice or likeness of a person who has withdrawn consent, from the moment you know or ought to know of the withdrawal.
Breach of this clause 11.4 is a material breach and we may terminate immediately under clause 21.3.
11.5 Withdrawal of consent. Where a person withdraws consent you must stop generating new Synthetic Likeness Content of them immediately, remove existing content from every channel you control within seven (7) days, and notify us at [email protected] so we can disable the reference material. We may disable it ourselves on credible notice from the person concerned, and we will notify you when we do.
11.6 Indemnity. Your indemnity in clause 19 covers every claim arising from Synthetic Likeness Content.
11.7 We may verify, and we may refuse. We may require proof of consent before enabling a likeness capability, may require the depicted person to complete a consent step directly with us, may refuse or withdraw the capability for any account at any time, and may retain consent evidence for compliance purposes. We are not obliged to verify, and the fact that we did not verify does not move responsibility from you to us.
12. AI transparency and provenance
12.1 Where the model that produced your Output embeds a machine-readable marker or an invisible watermark, that marker is preserved in the file we deliver to you, and where the file format supports embedded provenance metadata we preserve that too. Article 50(2) of Regulation (EU) 2024/1689 (the EU AI Act) requires providers of generative AI systems to mark generated output in a machine-readable form, an obligation that has applied since 2 August 2026. You remain responsible for the disclosure duties in clause 12.3 wherever you publish.
12.2 You must not remove, strip, alter, obscure or defeat any marking, watermark or provenance metadata carried by Output, and you must not use the Service to remove it from anyone else's content, except where you are the rights holder in the depicted material and the removal is lawful in every place you publish. Doing so otherwise is a material breach of these Terms.
12.3 Where you publish deep fake content, meaning AI-generated or manipulated image, audio or video content resembling a real person, object, place, entity or event that would falsely appear authentic or truthful, then for the purposes of Article 50(4) of the EU AI Act you are the deployer, and you must disclose that the content is artificially generated or manipulated, clearly and distinguishably and no later than the first time a person is exposed to it. Where you publish AI-generated or AI-manipulated text in order to inform the public on a matter of public interest, you must label it, unless a person has reviewed it and a natural or legal person holds editorial responsibility for it. Equivalent duties exist under United States state law, the Chinese labelling rules, and other regimes, and you are responsible for meeting them wherever you publish.
12.4 A machine-readable marker is not the same as a disclosure a reader can see. Whether a particular publication needs a visible disclosure, what it should say, and where it should appear, depend on where you publish and who sees it, and that judgement is yours. Non-compliance with Article 50 can attract administrative fines of up to EUR 15,000,000 or 3% of total worldwide annual turnover, whichever is higher.
13. Acceptable use
13.1 Your use of the Service is governed by the Varren Acceptable Use Policy at https://varren.co/aup, which forms part of these Terms and is incorporated into them by reference. It sets out what you must not do with the Service, and it binds you, everyone in your workspace, everyone you grant access to, and everything Varren does under your Action Mandate. A copy of the Acceptable Use Policy in force on the date you accept these Terms, and any prior version, is available on request to [email protected].
13.2 The Acceptable Use Policy is a separate document incorporated into these Terms by reference. We publish every change at that address. For a change that materially reduces what you are permitted to do, we will give you thirty (30) days notice by email before it takes effect, except where a shorter period is needed to comply with law or to stop active harm, in which case we will give you as much notice as we reasonably can.
13.3 Breach of the Acceptable Use Policy is breach of these Terms. Where the breach is serious, involves conduct prohibited by clause 11.4, causes or is likely to cause harm to a person, or exposes us to legal or regulatory risk, we may suspend or terminate immediately and without notice.
13.4 Copyright complaints. Where you believe material on the Service infringes your copyright, send a notice to [email protected] with the words "Copyright Notice" in the subject line, giving:
(a) identification of the copyright work you say has been infringed; (b) identification of the material you say is infringing, and where it is on the Service; (c) your name, postal address, telephone number and email address; (d) a statement that you believe in good faith that the use is not authorised by the rights holder, its agent or the law; and (e) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the rights holder or are authorised to act for them.
That address is the address for notices under 17 U.S.C. section 512(c). We will remove or disable access to material we determine is infringing, notify the customer who supplied it, and give them a fair opportunity to respond with a counter-notice. We terminate the accounts of repeat infringers.
13.5 Notice and action. The same address, [email protected], is our single point of contact for notices under Articles 11, 12 and 16 of Regulation (EU) 2022/2065 (the Digital Services Act), for communications from Member State authorities, the European Commission and the European Board for Digital Services, for notices from any person about content they consider illegal, and for any equivalent notice and action regime elsewhere. You may write to us in English. We act on those notices in a timely, diligent, non-arbitrary and objective way, and we inform both the person who gave the notice and the customer affected by it of our decision and the main reasons for it.
14. Your licence, your account, your workspaces
14.1 What you get. Subject to these Terms and to payment, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your own internal business purposes during your subscription term.
14.2 What you do not get. We and our licensors own the Service, the Varren software, the models we develop, the interfaces, designs, documentation, brand and everything in them, including all intellectual property rights and the marks Varren, Studio, Motion, Draft and Sound. You get access, not ownership. You must not do any of the following.
(a) Copy, modify, translate, adapt, decompile, disassemble or reverse engineer the Service, or attempt to derive its source code, models, prompts or architecture. Where a law gives you a right to do some of this, that right stands and this paragraph does not restrict it. (b) Rent, lease, resell, sublicense, time-share, or run the Service as a service bureau, beyond what your plan allows. (c) Access the Service other than through the interfaces we provide. (d) Circumvent or test any limit, quota, guardrail, approval gate, watermark or security control. (e) Publish a benchmark or a performance comparison without our written consent. (f) Use the Service, or Output, to build, train, fine-tune, evaluate or improve any product, service or model that competes with the Service.
14.3 Seats and users. Access is licensed per named individual. A seat is for one person and must not be shared or passed around. You may reassign a seat when the previous holder no longer needs it. You are responsible for everyone who uses your account, authorised or not, and their acts and omissions are treated as yours.
14.4 Workspaces and client access. Your plan may let you create workspaces, invite team members, assign roles and permissions, and grant scoped access to your own clients. You decide who gets what. You are responsible for the scope you grant, for revoking it when it should end, and for everything those people do. Where you use Varren to serve your own clients, your contract with them is yours alone, we are not a party to it, and nothing in it binds us.
14.5 Security. You must keep credentials, access links, API keys, session tokens, two-factor secrets, recovery codes and trusted devices secure, must not share them, and must notify us at [email protected] without undue delay and in any event within twenty four (24) hours of discovering any actual or suspected unauthorised access. We may reset credentials, revoke sessions, or require additional verification at any time to protect the Service or you.
14.6 Accurate information. You must give us accurate account, billing and tax information and keep it current.
14.7 Fair and reasonable use. A plan described as unlimited, unmetered or generous is sold on the basis of normal use by a business of your size and type. We may set, publish and enforce reasonable technical limits on request rates, concurrency, storage, connected accounts, browser sessions, queue depth and total consumption, and we may throttle, queue, cap or meter an account whose consumption is abnormal, is automated beyond what the plan contemplates, or is uneconomic for us to serve at the price you pay. We will notify you before we do so and offer you a plan that fits, unless the consumption is degrading the Service for other customers, in which case we act first and notify you immediately afterwards.
14.8 Keep your own copies. You are responsible for keeping your own independent copies of anything you cannot afford to lose, including material you upload, material Varren generates for you, and anything held in an account you connect. We are not a backup service.
15. Varren Credits
15.1 The Service is metered in Varren Credits. A Varren Credit is a prepaid unit of access to the Service. It is not money, currency, electronic money, a stored-value or payment instrument, a security, or a deposit. It has no cash value, cannot be redeemed for cash, and cannot be sold, gifted, transferred, or moved between accounts or workspaces except where we expressly allow it.
15.2 How many Credits an action costs is shown in your workspace at the time you run it. Different actions cost different amounts, and the amount can depend on length, quality settings, media type, and how much work the action takes. We show the cost before you commit wherever the Service reasonably can.
15.3 We may change the number of Credits an action costs, or the price at which Credits are sold, on thirty (30) days notice given in the Service and by email. Credits you have already bought are honoured at the rate published when you bought them, for as long as those Credits remain unexpired. A change to Credit pricing applies only to Credits bought after the change takes effect. Where a repricing increases what you will pay for the same work, it is a material change, clauses 25.2 and 25.3 apply to it, you will be asked to accept it, and you may instead terminate and receive a refund of prepaid fees for the unused remainder of your term together with the value of unspent unexpired Credits.
15.4 Credits included in a subscription expire at the end of the billing period in which they were granted and do not roll over unless your plan says they do. Credits bought as a separate top-up expire twelve (12) months after purchase. Promotional, trial, referral and goodwill Credits expire when we state at the time of the grant, and in any event within ninety (90) days.
15.5 We do not disclose our underlying cost, any per-second, per-token or per-unit provider rate, or the identity of any model or provider used to fulfil an action. Credits are the unit of account, and pricing is quoted only in Credits and in the currency you pay in.
16. Payment, renewal, refunds and chargebacks
16.1 Payment. Where you pay online, payment is taken on the payment provider's own hosted checkout page under that provider's terms, which you agree to when you pay there. The provider depends on the currency you pay in: Stripe for United States dollars and United Arab Emirates dirhams, and Flutterwave for Nigerian naira and Kenyan shilling. Where you pay by bank transfer or another direct method, you pay us directly and we record the payment against your account. You authorise us and any payment provider we use to charge your designated payment method for all amounts due under the mandate you give in that provider's own flow. We never receive or store a full payment card number. Each payment provider is named at https://varren.co/subprocessors, and we give thirty days notice before adding or replacing one.
16.2 Renewal. Unless your plan says otherwise, a subscription renews automatically for successive periods at the then-current rate until you cancel, and by subscribing you authorise those recurring charges. You may cancel at any time before the next renewal in your workspace or by writing to [email protected], and cancellation takes effect at the end of the current period. Where an automatic renewal law applies to you, we will give the notices, reminders and cancellation method it requires.
16.3 Refunds. Except where a law that applies to you requires otherwise and cannot be excluded, all fees are non-refundable and Credits are non-refundable once purchased. We may refund in other cases at our discretion, and doing so once does not oblige us to do so again.
Where you are a consumer with a statutory cooling-off right, including under European Union or United Kingdom distance selling rules, you may cancel within fourteen (14) days of purchase. Before you pay, we ask you to tick a box confirming that you want us to begin supplying the Service immediately and that you understand you will lose your right to cancel once the Service has been fully supplied, and that if you cancel part way through you will pay for what has already been supplied. Where you cancel within the fourteen days, we refund what you paid less a proportionate amount for the Service supplied up to the moment you told us, calculated from the Credits you have spent. We pay the refund within fourteen (14) days of being told, by the method you paid with, unless you agree to another method.
16.4 Late or failed payment. Where a payment fails or is overdue we may retry it, suspend or downgrade the Service, and charge interest and reasonable collection costs to the extent the law allows. Keep your payment method current.
16.5 Chargebacks. Where you dispute a charge, contact us first at [email protected]. Raising a chargeback or payment reversal without first contacting us is a breach of these Terms. Where a payment is reversed we may suspend your account while the dispute is open, cancel unspent Credits attributable to the reversed payment, set the reversed amount and any fee charged to us off against anything we owe you, and recover the balance from you as a debt.
16A. Founding Access (pre-launch)
Before general availability we offer a limited "Founding Access" pre-launch purchase. For a Founding Access purchase, this section prevails over anything to the contrary in section 16.
16A.1 What you are buying. Founding Access reserves your place in the founding cohort and prepays your first month. Varren is in pre-launch: your workspace opens when we activate your account in a controlled, invite-only rollout. We do not promise a fixed activation date.
16A.2 Fully refundable until activation. Your Founding Access payment is fully refundable, on request to [email protected], at any time before your account is activated. This sits alongside, and does not reduce, any statutory cooling-off right you have under section 16.3.
16A.3 Applied to your first month. When your account is activated, your Founding Access payment is applied in full to your first month of subscription. From the second month your subscription renews under section 16.2 at the founding price below.
16A.4 Founding price and allowance, held while you stay subscribed. Founding members receive a thirty-three per cent (33%) discount on the standard subscription price. The founding price, and the monthly credit allowance stated for your plan at the time of purchase, are both held for as long as your subscription continues without interruption. Where the standard plan's price or allowance later changes, your held price and your held allowance are unaffected. Where you cancel, or your subscription otherwise lapses, the founding price and the held allowance end, and any later subscription is at the then-current standard price and allowance.
16A.5 A limited cohort. Founding Access is open to the first one thousand (1,000) founding members, or until we open general availability, whichever comes first. We may close it earlier or change the offer for future buyers. A change never worsens the terms of a Founding Access purchase you have already made.
17. Warranties, service levels and preview features
17.1 As is. Except as expressly stated in these Terms, the Service and all Output are provided "as is" and "as available", and we disclaim all warranties, conditions and representations of any kind, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy, non-infringement, quiet enjoyment, and any warranty arising from a course of dealing or a usage of trade.
17.2 What we do warrant. We warrant that we will provide the Service with reasonable skill and care, and that we will not knowingly introduce malicious code into the Service. That is the extent of our affirmative warranty.
17.3 No service level agreement. We do not offer a service level agreement, an uptime commitment, a support response time, or service credits on our standard terms. The Service depends on third parties we do not control, including hosting, network, payment and AI model providers, and on platforms that may change or withdraw access at any time. It may be unavailable, degraded, delayed or interrupted. Where you need a contractual availability commitment, write to [email protected] about an enterprise agreement.
17.4 Preview features. Features labelled beta, preview, early access, experimental or similar are provided for evaluation. They may change, fail, lose data, or be withdrawn without notice. They are excluded from clause 17.2, and our liability in respect of them is limited to the amount you paid specifically for them.
17.5 We may change the Service. We may add, change or remove features. Where a change materially reduces core functionality you rely on, we will give you thirty (30) days notice by email, and if the change materially harms you, you may terminate and receive a pro-rata refund of prepaid fees for the unused remainder of your term together with the value of unspent unexpired Credits.
17.6 No reliance on future functionality. You are buying the Service as it exists today. You have not relied on the future availability of any feature, capability, integration or roadmap statement, whether described in a demonstration, a proposal, a public announcement, a support conversation or anywhere else, and no such statement forms part of this agreement.
17.7 No guarantee of results. We do not guarantee any growth, reach, impressions, engagement, followers, subscribers, leads, meetings, replies, conversions, sales, revenue, ranking, placement or return of any kind, and nothing we publish is a promise of a result. Results depend on your market, your offer, your judgement, the platforms you use, and factors that neither party controls.
17.8 Free plans, trials and goodwill access. Where we give you access at no charge, whether as a free plan, a trial, a pilot, a demonstration, a referral grant or a goodwill grant, that access is provided with no warranty of any kind, with no support commitment, and with no liability on our part beyond liability the law does not allow us to exclude. Clause 17.2 does not apply to it. We may meter it, reduce it, suspend it or withdraw it at any time and without notice, and doing so is not a change to any paid plan you also hold.
18. Limitation of liability
18.1 Excluded losses. To the fullest extent the law allows, neither party is liable to the other for any indirect, incidental, special, punitive, exemplary or consequential loss, or for loss of profit, revenue, business, contracts, anticipated savings, goodwill, reputation, opportunity or data, however caused, whether or not the loss was foreseeable and whether or not the party was told it might happen. This applies even if a remedy in these Terms fails of its essential purpose. It expressly includes loss arising from Output or its inaccuracy, from an action taken or not taken under your mandate, from a platform's suspension or termination of an account you connected, and from the acts or omissions of any third-party service. This clause does not apply to, and does not limit, our claim against you arising from your breach of clause 14.2, clause 22.1, or the Acceptable Use Policy, or from your infringement of our intellectual property. For those claims we may recover every category of loss listed above.
18.2 Our cap. To the fullest extent the law allows, our total aggregate liability to you for all claims arising out of or relating to these Terms or the Service, whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise, is limited to the greater of (a) the total fees you actually paid us for the Service in the twelve (12) months immediately before the first event giving rise to the claim, and (b) one hundred United States dollars (USD 100).
18.3 Higher cap for tenant isolation and confidentiality. For a claim arising from our breach of clause 10.4 or of clause 22.1, our total aggregate liability is limited instead to the greater of (a) two (2) times the total fees you actually paid us for the Service in the twelve (12) months immediately before the first event giving rise to the claim, and (b) twenty five thousand United States dollars (USD 25,000). This higher cap replaces the cap in clause 18.2 for those claims and is not additional to it.
18.4 What is not capped. Nothing in these Terms limits or excludes (a) your obligation to pay fees you owe, (b) your indemnity obligations under clause 19, (c) either party's liability for fraud or fraudulent misrepresentation, (d) either party's liability for death or personal injury caused by its negligence, (e) either party's gross negligence or wilful misconduct, or (f) any liability that the law applying to you does not permit to be limited or excluded. Nothing in this clause narrows the last two sentences of clause 18.1, which preserve our claims against you in full.
18.5 Application of limits. Our fees are set on the basis of the allocation of risk in this clause. The limits in clauses 18.1 to 18.3 apply in aggregate across all claims, and bringing more claims does not raise the cap.
18.6 Consumers. Where you are a consumer, clauses 18.1 to 18.3 apply only to the extent the consumer law of your country of residence permits. Where that law does not permit a limitation, that limitation does not apply to you and the rest of this clause continues to apply.
19. Your indemnity
19.1 You will defend, indemnify and hold harmless Alpha Innovation Technologies - F.Z.C, its Affiliates, and their officers, employees, agents and contractors, against any third-party claim, demand, investigation, enforcement action or proceeding, and against all resulting losses, damages, fines, penalties, settlements and reasonable legal costs, arising out of or relating to:
(a) your Customer Content and any material you upload, connect, or direct us to use; (b) any action taken under your Action Mandate, and its consequences; (c) your breach of these Terms, of the Acceptable Use Policy, or of any law; (d) your breach of a third-party platform's terms, or any claim brought by a platform arising from activity on an account you connected; (e) any message, post, advertisement or communication sent or published for you, including any claim under anti-spam, telemarketing, electronic communications, advertising, consumer protection, defamation or unfair competition law; (f) any claim that material you supplied, or Output generated from it, infringes or misappropriates a third party's intellectual property, or violates a person's privacy, data protection, publicity, personality or likeness rights, including any claim under a digital replica, voice cloning, biometric privacy or deepfake statute; and (g) your use of the Service in a high-risk context, or in a decision producing a legal or similarly significant effect on a person, without the human review clause 9.6 requires.
19.2 No part of clause 19.1 is subject to any cap or limitation in clause 18. This restates clause 18.4(b) and does not narrow it, and no paragraph of clause 19.1 is to be treated as capped because another paragraph is mentioned elsewhere in these Terms.
19.3 We will notify you of a claim without undue delay, give you control of its defence with counsel reasonably acceptable to us, and cooperate at your expense. You must confirm in writing within ten (10) business days of our notice that you are assuming the defence. Where you do not, or where you assume it and then fail to defend the claim diligently, we may take over the defence and settle the claim on any terms we reasonably think fit, and you will reimburse our costs, our legal fees and any settlement or award, on demand. Taking over the defence does not release you from any part of clause 19.1. A delay in notifying you reduces your obligation only to the extent the delay actually prejudices the defence. You may not settle a claim in a way that admits fault on our part, imposes any obligation or payment on us, or fails to release us unconditionally, without our prior written consent.
20. Our indemnity, and what we do not indemnify
20.1 What we cover. We will defend you against a third-party claim that the Varren Platform itself, as we supply it and when used in accordance with these Terms, infringes that third party's copyright, trade mark or trade secret rights, and we will pay the damages finally awarded against you or the settlement we agree, subject to the cap in clause 18.2. "Varren Platform" means our own software, interfaces and branding. It does not include Output, Customer Content, any third-party AI model, or anything you combine with the Service.
20.2 What we do not cover. We do not indemnify you for any claim relating to Output. Varren routes work to third-party AI models selected automatically. We do not own those models, we did not select or licence the data they were trained on, and we do not stand behind what they produce. Where a model vendor gives an output indemnity to its own direct customers, that indemnity runs to them, not to you, and we do not pass it through. Cover for Output must come from a separate written agreement with us or from your own insurance.
20.3 Exclusions. Clause 20.1 does not apply where the claim arises from Customer Content, from Output, from your instructions, from your breach of these Terms or the Acceptable Use Policy, from a modification we did not make, from combination with anything we did not supply, or from your continued use after we asked you to stop and offered an alternative.
20.4 Our options and your sole remedy. Where a claim under clause 20.1 is made or we consider one likely, we may at our own cost obtain the right for you to continue using the affected part of the Service, modify it so that it is no longer infringing, or withdraw it and refund the unused portion of prepaid fees attributable to it. Clauses 20.1 and 20.4 are your sole and exclusive remedy for any claim that the Varren Platform infringes a third party's rights.
21. Suspension, termination, export and deletion
21.1 You may leave. You may terminate at any time by cancelling in your workspace or writing to [email protected]. Termination takes effect at the end of your current billing period. You are not entitled to a refund of fees already paid or Credits already bought, except as clauses 4.1, 16.3, 17.5, 20.4, 21.3, 25.3 and 37.1 provide, or as a law that applies to you requires.
21.2 We may suspend. We may suspend your access, a connected account, or a specific capability, immediately and with such notice as is reasonable in the circumstances, where (a) you are in breach and the breach is serious or continuing, (b) a payment fails or is reversed, (c) your use threatens the security, integrity, availability or lawful operation of the Service or another customer's workspace, (d) a third-party platform or provider requires it, or (e) a law or a regulator requires it. We will lift a suspension as soon as its cause is resolved. Where the cause is your breach, suspension does not pause your billing.
21.3 We may terminate. We may terminate for a material breach that is not cured within fourteen (14) days of written notice; immediately for a breach of clause 11.4 or for conduct that harms a person; immediately where you become insolvent, enter administration, liquidation or an equivalent process, or cease to trade; and on thirty (30) days notice for convenience, in which case we will refund prepaid fees for the unused remainder of your term together with the value of unspent unexpired Credits.
21.4 Effect of termination. On termination your right to use the Service ends, all outstanding fees fall due immediately, every Action Mandate under clause 7 is revoked, and we stop taking actions on your behalf. Unspent Credits are cancelled without refund, except where clause 4.1, 16.3, 17.5, 20.4, 21.3, 25.3 or 37.1 provides for a refund, or where a law that applies to you requires one.
21.5 Export window. For thirty (30) days after termination you may obtain your Customer Content and your audit trail by writing to [email protected], at no charge and in a structured, commonly used, machine-readable format. There is no self-service export in the Service, so this request is how you obtain your data, and a person produces it for you within thirty (30) days of the request.
21.6 Deletion. After the export window we delete Customer Content from live systems within thirty (30) days. Copies inside database snapshots are deleted when the snapshot holding them is deleted; because we keep a number of snapshots rather than a number of days, we do not state a fixed period for that. Where a restore reinstates deleted Customer Content, we delete it again. All of this is subject to the cases where we are required to keep Customer Content to comply with law, to resolve a dispute, or to enforce our agreements, and it does not reach the aggregated and de-identified learning described in clause 10.3, which is not Customer Content and is not deleted. Deleted Customer Content cannot be recovered.
22. Confidentiality, feedback and publicity
22.1 Confidentiality. Each party will protect the other's confidential information with at least reasonable care, will use it only to perform this agreement, and will not disclose it except to its personnel, Affiliates, professional advisers and subcontractors who need it and are bound by equivalent duties.
Confidential information does not include information that:
(a) is public without breach of this clause; (b) was already known to the recipient free of any duty; (c) is independently developed without use of the other's confidential information; or (d) is lawfully received from a third party free of any duty.
Either party may disclose where required by law, a court or a regulator, giving the other prior notice where it is lawful and practicable to do so. Your Customer Content is your confidential information. Our non-public pricing, cost structure, model routing, provider identities, security documentation, roadmap and unreleased features are ours. These duties survive for five (5) years after termination, and indefinitely in respect of anything that is a trade secret.
22.2 Feedback. Where you send us an idea, suggestion, bug report, feature request or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sub-licensable licence to use it for any purpose, without attribution, compensation or any obligation to you, and you waive any moral rights in it so far as the law allows. Do not send us feedback you are not free to give on those terms.
22.3 Publicity. We will not use your name, logo, or a description of your use of Varren in marketing without your prior written consent, and you may withdraw that consent at any time on thirty (30) days notice. You may state factually that you use the Service, but you may not use the Varren name or our marks in any way that suggests endorsement or partnership, or that we authored your content.
23. Business use, consumers, and mandatory law
23.1 Varren is sold for business use. By subscribing you represent that you are acquiring the Service for the purposes of a trade, business, craft, profession, institution or public body, and not as a consumer. You confirm the same for everyone you allow to use your account. We rely on this when we decide what to offer you and on what terms. Where it is not true for you, tell us at [email protected] before you subscribe and we will tell you what we can and cannot offer you. Where the representation is correct, consumer protection law does not apply to this contract and the whole of these Terms applies to you.
23.2 If you are nevertheless a consumer. Where the law of the country where you habitually reside treats you as a consumer, then:
(a) nothing in these Terms removes or reduces any right that law gives you and does not allow to be removed or reduced; (b) any term of these Terms that would be unfair under that law does not bind you, and the remainder of these Terms continues to apply; (c) you keep the benefit of the mandatory consumer protection rules of your country of residence, including any right to bring proceedings in the courts of that country and to be sued only there, despite clauses 27 to 33; (d) the disclaimers in clause 17 and the exclusions and caps in clause 18 apply only so far as that law allows, and nothing in clause 17 removes the statutory quality, description or fitness standards that law gives you; and (e) you may have a statutory cooling-off right, dealt with in clause 16.3.
23.3 Consumers in the United Arab Emirates. United Arab Emirates Federal Decree-Law No. 15 of 2020 on Consumer Protection and its Executive Regulations apply to goods and services supplied in the United Arab Emirates, including in free zones, by a supplier registered in the United Arab Emirates. Where you are a consumer in the United Arab Emirates, that law applies to this contract and prevails over anything inconsistent in these Terms. We will provide an Arabic version of these Terms to any consumer in the United Arab Emirates who requests one at [email protected]. Where we have provided you with an Arabic version and it conflicts with the English, the Arabic governs for you.
23.4 No waivers you cannot give. Where these Terms say something is excluded or limited "to the fullest extent the law allows", that is what it means. We do not ask you to waive a right that the law applying to you does not permit you to waive.
24. Taxes and withholding
24.1 Prices are exclusive of tax. All prices, fees and Varren Credit purchases are exclusive of tax.
24.2 You bear transaction taxes. You are responsible for every value added tax, goods and services tax, sales tax, use tax, consumption tax, service tax, digital services tax, levy, duty and similar charge that any government imposes on what you buy from us, and for any interest and penalties on those amounts. The only taxes we bear are taxes on our own income and on our own property.
24.3 Collection and reverse charge. Where we are required to collect a tax from you, we will add it to your invoice at the rate in force and you will pay it. Where the rules of your country make you responsible for accounting for the tax yourself, for example under the European Union or United Kingdom reverse charge for business customers, we will not add the tax and you must account for it to your own tax authority.
24.4 United Arab Emirates VAT. Services we supply to customers outside the United Arab Emirates are treated as an export of services and are zero rated for United Arab Emirates VAT where the conditions for zero rating are met. Customers in the United Arab Emirates are charged United Arab Emirates VAT at the rate in force, currently 5%.
24.5 Your tax details and your location. You must give us accurate billing details, including your country, your full billing address, and your VAT, GST or other tax registration number if you have one, and keep them up to date. We use those details, together with the network address you connect from and the country of your payment method, to determine which taxes apply.
Where you give us details that are wrong, out of date or incomplete, and we have to pay a tax, interest or a penalty that we would not otherwise have had to pay, you will reimburse us for it.
Where you tell us you are a business and give us a tax registration number, you confirm that the number is valid, that it was issued to you, and that you are buying for business purposes. We may check the number against the relevant public register, and we may charge tax where it does not check out.
24.6 Withholding and gross-up. Pay us in full. Where the law of your country requires you to deduct or withhold an amount from a payment to us, for example a withholding tax on payments to a foreign supplier, you must increase the payment so that after the deduction we receive the same amount we would have received if there had been no deduction. You must pay the amount you deducted to the relevant tax authority on time, and send us the official receipt or certificate within thirty (30) days so we can claim any credit available to us. The United Arab Emirates does not impose withholding tax on payments we make, so this clause concerns deductions your side is required to make.
25. Changes to these Terms
25.1 We may change these Terms. For a change that does not materially affect your rights, such as a correction, a clarification, a new contact address, or a change required by a law with a shorter deadline, the change takes effect when we publish it.
25.2 For a material change, meaning a change to fees, to what we may do with your material, to the Action Mandate, to the limits on our liability, or to clauses 27 to 35, we will email the address on your account at least thirty (30) days before it takes effect and ask you to accept the new version in the app. Clause 15.3 is subject to this clause.
25.3 Where you do not accept a material change you may terminate before it takes effect, and we will refund prepaid fees for the unused remainder of your term together with the value of unspent unexpired Credits. Continued use after a material change is not by itself acceptance of that change where the change increases your liability, imposes a new fee, or removes a right: for those changes we require acceptance in the app.
25.4 Every version is dated and numbered, and we record which version you accepted and when. Prior versions are available from the company on request to [email protected].
25.5 We will not apply a change retrospectively to an action already taken or to a dispute already notified.
26. Institutions, public bodies and government customers
26.1 These Terms are written for commercial customers. Where you are a government, a government agency or department, a public authority, a state-owned entity, an intergovernmental organisation, a regulated financial institution, a healthcare provider, or an educational institution subject to specific student-data rules, some of these Terms may not work for you and some may not be capable of binding you.
26.2 Accordingly, no such customer is onboarded on these Terms alone. Before we provide the Service, you and we will sign a Public Sector and Institutional Addendum, which prevails over these Terms to the extent of any conflict. That addendum addresses: the governing law and forum your rules require; whether you are able to give the indemnity in clause 19 and what replaces it if you are not; sovereign or governmental immunity and whether it is waived for the purposes of the contract; data residency, national data localisation requirements, and any requirement that data not leave your territory; security accreditation, audit and inspection rights; records retention, freedom of information and public records obligations; procurement, anti-bribery, conflict of interest and lobbying rules; the permitted subcontractors and model providers and your right to be notified before we change them; accessibility standards; and termination for convenience and for non-appropriation of funds.
26.3 Where you tell us you are such a customer and we begin providing the Service before that addendum is signed, these Terms apply in the meantime to the maximum extent they lawfully can, and any provision that cannot lawfully bind you is severed under clause 37.5 without affecting the rest.
26.4 To request the addendum, write to [email protected].
26.5 United States Government end users. The Service is Commercial Computer Software and Commercial Computer Software Documentation as those terms are used in FAR 52.227-19 and DFARS 227.7202. Any use, duplication, disclosure, modification or adaptation by a United States Government end user is governed solely by these Terms, and all other rights are reserved. No United States Government end user acquires greater rights than any other customer.
27. Governing law
27.1 This agreement, and any dispute or claim arising out of or in connection with it or its subject matter, including non-contractual disputes and claims, is governed by the laws of the Dubai International Financial Centre (DIFC), United Arab Emirates.
27.2 DIFC law is a common law system written and applied in English.
27.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.
28. Where disputes are decided
28.1 You and we agree that the courts of the Dubai International Financial Centre (the DIFC Courts) have exclusive jurisdiction to hear and determine any dispute or claim arising out of or in connection with this agreement or its subject matter, including any question about its existence, validity or termination, and including non-contractual disputes and claims.
28.2 This clause is a specific, clear and express written agreement to submit to the jurisdiction of the DIFC Courts. It is made under the Dubai law governing the judicial authority at the Dubai International Financial Centre, as amended or replaced from time to time, and in particular under the provision of that law which allows parties to agree in writing to the jurisdiction of the DIFC Courts whether or not either of them has any connection to the DIFC. Where that provision is renumbered, replaced or re-enacted, this clause takes effect under the provision that replaces it. Neither party needs any connection to the DIFC for this clause to operate, and both parties agree not to argue that the DIFC Courts are an inconvenient or inappropriate forum.
28.3 Where the value of a claim falls within the limits of the DIFC Courts Small Claims Tribunal, the claim is to be brought there. That Tribunal hears claims up to AED 500,000, and up to AED 1,000,000 where both sides agree in writing. It works in English and its filing fee is a percentage of the claim with a minimum of USD 100.
29. Arbitration for large claims
29.1 Where a claim is for more than twenty five thousand United States dollars (USD 25,000), either party may elect to have it decided by arbitration instead of by the DIFC Courts. To do so, the party electing arbitration must say so in writing before it files a claim in court, or within twenty eight (28) days after being served with one.
29.2 Where arbitration is elected, the dispute is finally resolved under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC). There will be one arbitrator, the seat of the arbitration is the Dubai International Financial Centre, and the language is English. The DIAC Rules are treated as part of this clause. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction.
29.3 This option is confined to claims above USD 25,000. Every smaller claim stays in the DIFC Courts, where clause 28.3 sends it to the Small Claims Tribunal.
30. Talk to us first
30.1 Before either party starts formal proceedings, both parties agree to attempt to resolve the matter directly.
30.2 Where you have a claim, send a written notice to [email protected], stating who you are, which account you are writing about, what happened, what you want, and the amount you say you are owed. Where we have a claim against you, we send the equivalent notice to the email address on your account.
30.3 For thirty (30) days after that notice, both parties agree to discuss the matter in good faith, and neither party will start proceedings. Any deadline for bringing a claim, including the period in clause 35, is paused for those thirty days.
30.4 This clause does not apply, and either party may go straight to court, where the claim is about intellectual property, confidential information, misuse of the Service, a request for an injunction or other urgent relief, or our claim for fees you have not paid.
31. Urgent relief, anywhere
31.1 Nothing in clauses 27 to 35 prevents either party from applying to any court that has jurisdiction for an injunction, a freezing order, or other urgent or protective relief, in order to stop or prevent a breach, to protect intellectual property, or to protect confidential information.
31.2 Applying for that relief elsewhere does not waive the exclusive jurisdiction agreed in clause 28, does not submit either party to the general jurisdiction of that court, and does not affect where the merits of the dispute are decided.
32. Claims for unpaid fees
32.1 Clause 28 gives the DIFC Courts exclusive jurisdiction over claims you bring and over claims about the Service. It does not restrict where we may sue you to recover fees you owe us.
32.2 We may bring proceedings to recover unpaid fees in the DIFC Courts or in any other court that has jurisdiction over you or over your assets, including the courts of the country where you are established. Where we sue you elsewhere to collect a debt, you may not use that as a reason to move any other dispute out of the DIFC Courts.
33. No class actions
33.1 To the fullest extent permitted by law, each party may bring a claim against the other only in its own individual capacity. Neither party may bring a claim as a claimant or a class member in any purported class, collective, consolidated, representative or group action, and no court or arbitrator may consolidate claims brought by more than one customer or preside over any form of representative or class proceeding.
33.2 Where a court decides that this clause cannot be enforced for a particular claim, that claim will be heard in the DIFC Courts without this clause applying to it, and the rest of this clause and the rest of these Terms continue to apply to every other claim.
33.3 This clause does not apply where a law that protects you does not allow it to. In particular, it does not affect any right you may have to take part in a representative action brought by a qualified entity on behalf of consumers under Directive (EU) 2020/1828, or any equivalent right under a law that applies to you and cannot be varied by contract.
34. No jury trial
34.1 TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE EACH KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.
34.2 There is no jury in the DIFC Courts, so in the agreed forum this changes nothing. Where a court elsewhere takes a case despite clause 28, and the law of that place does not allow a jury waiver agreed in advance, this clause does not apply there and everything else continues to apply.
35. Time limit for bringing a claim
35.1 To the fullest extent permitted by law, any claim arising out of or in connection with this agreement or the Service must be brought within twelve (12) months of the date the claim arose, or it is permanently barred.
35.2 This clause does not apply where a law that applies to you sets a minimum period that cannot be shortened by contract, or does not permit the limitation period to be varied by agreement, and it does not apply to our claims for unpaid fees. Where a law will not allow a twelve month period, the shortest period that law does allow applies instead.
36. Notices
36.1 To us. Send legal notices and data protection requests to [email protected]. A notice about a legal claim must carry the words "Legal Notice" in the subject line. Where you also wish to send a notice on paper, our registered office is:
Alpha Innovation Technologies - F.Z.C (trading as AlphaIT Engineering) Ajman Free Zone Authority Building Sheikh Rashid Bin Saeed Al Maktoum Street Ajman Free Zone, PO Box 932 Ajman, United Arab Emirates
36.2 A paper notice is valid only where you email a copy to [email protected] on the same day. A notice to us is treated as received on the first business day in the United Arab Emirates after we receive the email.
36.3 To you. We send notices to the email address on your account and to the notification area inside Varren. A notice to you is treated as received on the day we send it, or on the next business day where we send it at a weekend or on a public holiday where you are. Keep your email address current. Where a notice bounces because your address is out of date, it still counts as delivered.
36.4 Court documents and other formal legal process are served under the rules of the relevant court, not under this clause.
37. General
37.1 Force majeure. Neither party is liable for a failure or delay caused by something outside its reasonable control, including act of God, natural disaster, epidemic, war, armed conflict, terrorism, civil unrest, government action, sanctions, embargo, change in law, strike, the failure or outage of a utility, telecommunications network, internet backbone, cloud host, payment processor or AI model provider, cyber attack, and denial of service. The affected party will notify the other and use reasonable efforts to work around the event. This clause does not excuse a payment obligation that is merely inconvenient to perform. Where the event continues for more than sixty (60) days, either party may terminate on written notice and we will refund prepaid fees for the unused remainder of your term.
37.2 Assignment. You may not assign or transfer these Terms or any right under them, in whole or in part, by operation of law or otherwise, without our prior written consent, which we will not unreasonably refuse, except to a successor of all or substantially all of your business or assets that is not a competitor of ours and that assumes your obligations in full. We may assign these Terms to an Affiliate or to a successor of our business or assets, and we may subcontract performance, but we remain responsible to you for what any subcontractor does. Any purported assignment in breach of this clause is void.
37.3 Entire agreement and precedence. These Terms, the Acceptable Use Policy, the Privacy Policy, any Data Processing Addendum that applies, and any order form or addendum signed by both parties, are the entire agreement between us about the Service and replace everything said or written before. Where they conflict, a signed addendum prevails over an order form, an order form prevails over these Terms, and these Terms prevail over the Acceptable Use Policy and the Privacy Policy, except that the Privacy Policy prevails on matters of personal data. Neither party has relied on any statement, representation, assurance or warranty not set out in those documents, but nothing in this clause limits liability for fraud or fraudulent misrepresentation. Any purchase order, vendor portal terms, click-through terms, or standard terms you issue have no effect, even where we sign or acknowledge them.
37.4 Export control and sanctions. The Service, and the technology and software in it, are subject to export control and economic sanctions laws, including those of the United Arab Emirates administered by the Executive Office for Control and Non-Proliferation, the resolutions of the United Nations Security Council, the laws of the United States including regulations administered by the Bureau of Industry and Security and by the Office of Foreign Assets Control, and the laws of the European Union and the United Kingdom.
You represent and warrant, on each day you use the Service, that none of the following is true of you, your parent, your Affiliates, your users, or any person you direct the Service to contact or transact with on your behalf:
(a) located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions; (b) listed on any restricted party, denied party, sanctions or terrorism list maintained by any of those authorities; or (c) owned or controlled, directly or indirectly, as to fifty percent (50%) or more in aggregate, by one or more such listed persons.
You will not export, re-export, transfer or make the Service available, directly or indirectly, in breach of those laws, and you will not use the Service in connection with the development of nuclear, chemical or biological weapons, missile technology, or any unlawful military end use.
We may screen you, your users and your connected accounts against sanctions and restricted party lists at any time, and may require information from you in order to do so. We may block, suspend or terminate access immediately and without liability where a screening result, a designation, or a change in law requires it, and we may decline to process or to refund a payment where doing so would breach any of those laws. A refusal on this ground is not a breach by us, and clause 37.1 applies to it.
37.5 Severability. Where any provision is held invalid, illegal or unenforceable, it is treated as changed to the smallest extent needed to make it enforceable while preserving the parties' intent, or, where it cannot be saved, it is severed. The rest of these Terms continues in full force.
37.6 No waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent any further exercise. A waiver is effective only where given in writing.
37.7 No partnership, and the agency is limited. Nothing in these Terms creates a partnership, joint venture, employment relationship or franchise. Except for the limited agency granted in clause 7, which runs from you to us and is confined to the Permitted Actions, neither party is the agent of the other and neither may bind the other.
37.8 Third parties. Except for the indemnified persons named in clauses 19 and 20, who may enforce those clauses, no person who is not a party to these Terms has any right to enforce them.
37.9 Survival. Clauses 2, 3.3, 7.4, 7.5, 7.9, 9, 10, 11, 12.2, 13.3, 13.4, 13.5, 14.2, 14.3, 14.8, 15.1, 16.3, 16.4, 16.5, 17.1, 17.6, 17.7, 18, 19, 20, 21.4, 21.5, 21.6, 22, 23, 24, 25.5, 26.5, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36 and 37 survive the end of this agreement, however it ends, together with any other provision that by its nature is intended to survive.
38. Contact
Alpha Innovation Technologies - F.Z.C, trading as AlphaIT Engineering Ajman Free Zone Authority Building, Sheikh Rashid Bin Saeed Al Maktoum Street Ajman Free Zone, PO Box 932, Ajman, United Arab Emirates
Legal notices, data protection and privacy requests: [email protected] Service: https://varren.co
These Terms are published at https://varren.co/terms and should be read with the Privacy Policy at https://varren.co/privacy and the Acceptable Use Policy at https://varren.co/aup. Version 2.5, effective 22 September 2026.