These Terms govern the Naheni service: the mapping of an organisation's procedures onto the systems it uses, and the answers and on-screen guidance given to its staff. They cover the free Task Map, the trial, paid subscriptions and the use of this website. Version 1.0, October 2026, governed by the law of England and Wales.
Naheni is a trading name of Outcomer Limited · Company No. 17323030 · Read with the Privacy Policy
IMPORTANT: These Terms govern the provision and use of the Naheni service. By requesting a Task Map, agreeing an Evaluation Plan, installing the Naheni extension or companion app, executing an Order Form or otherwise accepting these Terms, the Subscriber agrees to be bound by this Agreement.
This Agreement is between Outcomer Limited, trading as Naheni, a company incorporated in England and Wales (Company No. 17323030) whose registered office is at 124–128 City Road, London EC1V 2NX ("Naheni", "we", "us"), and the legal entity identified in the applicable Evaluation Plan or Order Form ("Subscriber", "you"). The Service is supplied exclusively on a business-to-business basis. The person accepting these Terms on behalf of the Subscriber warrants that they have authority to bind it.
The Service learns each System in scope (its screens, fields and controls); reads the Subscriber Materials to establish what completes each procedure; maps each procedure onto the Systems that carry it out as a Task Map; raises Exceptions where a route needs clarifying; gives Guidance to Authorised Users when they ask; keeps Task Maps current as procedures and Systems change; and keeps Usage Records. Mapping is automated; the Subscriber's involvement is to supply its existing materials, provide access to the Systems and answer Exceptions.
Naheni shows a person what their organisation's procedure requires and where in each System to do it. It does not click, type, select or submit anything in the Subscriber's Systems. The Authorised User performs every step and the Subscriber remains responsible for the work carried out under its procedures, including every entry, change, approval, payment and submission made in its Systems.
The Service uses artificial intelligence to read Subscriber Materials, recognise screens, build Task Maps and answer questions. AI-assisted interpretation may produce errors, omissions or incorrect associations. Each Task Map is tested automatically against its source procedure before it is used, and steps affected by an unanswered Exception are held back from Guidance until the Exception is answered. Naheni does not warrant that Guidance is free from error. The Subscriber should direct Authorised Users to report Guidance that appears wrong; Naheni will investigate and re-map promptly.
Guidance reflects the Subscriber Materials as supplied and the Subscriber's answers to Exceptions. Where Naheni describes a Task Map as complete, that means complete against those materials and answers, not against every law, rule or standard that might apply to the Subscriber. Naheni does not decide what the Subscriber's procedures should be, and the Service is not legal, regulatory, compliance, financial or other professional advice.
The Naheni extension stays inactive until an Authorised User opens it, or while a task they have started is running. While it is open on a page it reads the structure of that page: the names of buttons, links, menus, fields and headings, and whether a field is empty or filled. It is designed not to read the values held in Subscriber Records, and it never reads password fields, card numbers or security codes. The page description and the user's question are sent to Naheni's service, and to Naheni's AI model provider, to work out the next step, under terms that prohibit the provider from using them to train its models. The Subscriber must not configure, instruct or use the Service to read, extract or process Subscriber Records. If a Subscriber requires support that would involve access to Subscriber Records, the parties must first agree appropriate access, confidentiality, security and data-protection arrangements in writing.
The Service is provided exclusively to organisations and professionals acting in the course of business. It is not supplied to consumers.
On request, and before any Evaluation Plan, Naheni will build a Task Map of one procedure chosen by the Subscriber from the procedure document and a list of the Systems it uses. Naheni sends the Confidentiality Undertaking before receiving the procedure. The Task Map is provided free of charge and without obligation, for the Subscriber's internal evaluation of the Service.
If the Subscriber wishes to proceed, the parties agree an Evaluation Plan and Naheni configures the Service for one Area for one team at no charge. Configuration is usually complete within a week of access being provided, or a little longer where several Systems must be learned. Progression to a Trial is at the Subscriber's election.
During the Trial Naheni grants the Subscriber a licence on the terms of clause 6, limited to the Area, Systems, team and period stated in the Evaluation Plan, and measured against the targets agreed in it. The Subscriber may end the Evaluation at any time on written notice and incurs no Fee or other liability by doing so, save for the obligations in clauses 6.3, 8, 9 and 10. The agreed targets exist so that both parties assess the Trial by the same standard; meeting them creates no obligation to proceed.
Continued use after the Trial requires an executed Order Form and payment of Fees. On execution the Task Maps, Usage Records and configuration carry over without re-work.
Where the Subscriber does not proceed, no Fee is payable for the Task Map or the configuration unless the Evaluation Plan provides otherwise. The Subscriber Materials remain its own, the Task Maps and Usage Records are deleted or returned under clause 15.4, and no licence to Naheni Technology survives.
The Service is provided for the Areas and Systems recorded in the Order Form. Further Areas, Systems or teams are added by Order Form.
The Subscriber will provide a user-level login to each System, live or test, with permissions comparable to those of the staff who perform the procedures, so that the Service can learn the System's screens, fields and controls. The Subscriber is responsible for granting that access in accordance with its own policies and for confirming that its licences for the Systems permit their use with the Service. Authorised Users' devices must meet the requirements notified by Naheni, including a supported browser and the ability to install the extension or companion app. Naheni is not in breach of this Agreement, and Fees continue to accrue, where configuration or operation is delayed or prevented by the absence of any such prerequisite.
Naheni maps the procedures in each Area automatically and raises Exceptions to the contact named by the Subscriber. The Subscriber will answer Exceptions within a reasonable time. Steps affected by an unanswered Exception are held back from Guidance until it is answered.
Naheni re-maps the affected Task Maps when the Subscriber notifies a change to its procedures, when the Service detects a change to a System's screens, fields or controls, or when an Authorised User reports Guidance that no longer matches a System. Re-mapping raises only new Exceptions. Maintenance is included in the Fees. The Subscriber must notify Naheni when a procedure underlying a Task Map is amended, withdrawn or replaced; Naheni is not responsible for Guidance that is out of date because such a change was not notified.
Where the Subscriber wishes a task that exists only in a member of staff's experience to be mapped, that person performs it once with the Service observing, and Naheni builds the Task Map from what they did. The Subscriber confirms the resulting Task Map before it is used for Guidance. Recordings capture the names of the controls used, the person's notes and a picture of each step cropped around the control; values typed into fields are blurred before the image leaves the device and nothing typed is recorded as text.
Naheni provides support to the Subscriber's named contacts during UK business hours and responds to support requests within one business day. Maintenance, re-mapping and support are included in the Fees unless the Order Form provides otherwise.
Usage Records are available to the administrators the Subscriber designates, as the Subscriber's training log and evidence of task completion. The Subscriber decides who may see them, how they are used and how long they are kept. Naheni processes them under the Data Processing Terms.
Subject to payment of the Fees and compliance with this Agreement, Naheni grants the Subscriber a non-exclusive, non-transferable licence during the Subscription Term (and, during an Evaluation, for the period stated in the Evaluation Plan) to permit its Authorised Users to use the Service, within the Areas and Systems recorded in the Order Form or Evaluation Plan, for the Subscriber's internal business purposes.
The Subscriber is responsible for the use of the Service by its Authorised Users and must promptly remove access from any person who ceases to be authorised. Where the Order Form provides for authentication through the Subscriber's identity provider, the Subscriber is responsible for the administration of that provider.
The Subscriber must not, and must ensure that Authorised Users do not: provide access to unauthorised third parties; resell or sublicense the Service; reverse engineer, decompile or disassemble Naheni Technology except to the limited extent such restriction is prohibited by law; attempt to obtain or reconstruct Naheni's source code, mapping methods or models; copy, modify, tamper with or circumvent any security, licensing or access control; use the Service or Naheni Technology to develop a competing product; use the Service to read, extract or process Subscriber Records or to automate actions in any System; use the Service unlawfully; or remove proprietary notices from the Service.
The Subscriber warrants that it is entitled to supply the Subscriber Materials for mapping and retains ownership of them. The Subscriber grants Naheni a limited licence to use them solely to configure, maintain and support the Service for the Subscriber. Naheni will not use Subscriber Materials, Task Maps or Usage Records for any other subscriber and will not use them to train shared AI models. This does not restrict Naheni's use and improvement of its own Naheni Technology and general know-how, provided no Subscriber Confidential Information is disclosed.
Fees are specified in the Order Form and are stated per Area per month, banded by the number of staff the Area covers, unless the Order Form provides otherwise, in pounds sterling. Where the number of staff covered by an Area rises above the band recorded in the Order Form, the Subscriber shall notify Naheni and the Fees for that Area move to the applicable band from the next invoice.
Fees are invoiced monthly or annually in advance as the Order Form provides, and are payable by bank transfer within thirty days of invoice. Naheni does not take card payments. Any other payment route agreed between the parties is recorded in the Order Form, and the terms of that route govern the billing mechanics only; in the event of conflict concerning use of the Service, this Agreement prevails. Except where required by law or arising from Naheni's uncured material breach, prepaid Fees are non-refundable.
Fees are exclusive of VAT and other applicable taxes, which the Subscriber shall pay in addition where they apply.
Naheni may suspend access to the Service where an undisputed amount remains overdue for more than fourteen days after Naheni has given at least seven days' written notice of intended suspension. Suspension does not affect the accrual of Fees.
Unless the Order Form provides otherwise, the initial Subscription Term is twelve months and renews automatically for successive Renewal Terms unless either party gives written notice of non-renewal at least sixty days before the end of the then-current Subscription Term. Naheni may revise the Fees for a Renewal Term by written notice given at least ninety days before the end of the then-current Subscription Term. Where the Order Form records a founding-customer or fixed renewal rate, that rate applies for the period stated. If the Subscriber does not accept a notified revision it may give notice of non-renewal within the period in this clause, and the Agreement ends at the end of the current Subscription Term.
Each party shall protect the other party's Confidential Information using at least reasonable care; use it only for purposes connected with this Agreement; and disclose it only to personnel, professional advisers and contractors who reasonably need it and are subject to appropriate confidentiality obligations. A party may disclose Confidential Information where legally required, provided it gives advance notice where legally permitted. These obligations survive termination for five years. Naheni Technology, and the Subscriber Materials and Task Maps, remain protected for so long as they retain their confidential character. The Confidentiality Undertaking applies in addition to this clause.
The Subscriber is the controller of personal data contained in Subscriber Materials and Usage Records and of personal data relating to its Authorised Users. Naheni processes that personal data as the Subscriber's processor, under the Data Processing Terms in Schedule 2. Each party acts as an independent controller of business contact and administrative personal data it processes for its own legitimate business purposes in connection with this Agreement, which Naheni processes in accordance with its Privacy Policy.
The Service is designed not to read Subscriber Records and the Subscriber must not instruct it to do so. Naheni does not act as processor of Subscriber Records by providing Guidance in a System, and no transfer of Subscriber Records to Naheni occurs. Where personal data is nonetheless contained in Subscriber Materials (for example, the names of approvers in a procedure), Naheni processes it only under Schedule 2.
Naheni uses the sub-processors listed in the sub-processor list supplied with the Confidentiality Undertaking and available on request: hosting and content delivery, database hosting, an AI model provider bound by terms prohibiting it from training on the data, and business email. Service data is held in the region recorded in the Order Form. Naheni gives the Subscriber at least thirty days' notice of any change of sub-processor, and the Subscriber may object on reasonable grounds.
Where personal data leaves the United Kingdom, Naheni relies on the UK's adequacy regulations or on the UK International Data Transfer Agreement or Addendum, and will provide details on request.
All intellectual property rights in Naheni Technology and the Service remain vested in Naheni and its licensors. Nothing in this Agreement transfers ownership of Naheni Technology to the Subscriber. The structure, schema and format of Task Maps are Naheni Technology.
The Subscriber retains all rights in the Subscriber Materials and Subscriber Records, and owns the substantive content of the Task Maps derived from its materials. During the Subscription Term, and on termination in respect of Task Maps existing at that date, the Subscriber may export Task Maps as written guides for its internal use.
Naheni may use general feedback and suggestions to improve the Service, provided it does not disclose Subscriber Confidential Information.
Naheni maintains technical and organisational measures appropriate to the elements of the Service under its control, including encryption in transit and at rest, access limited to named staff, multi-factor authentication, logging of administrative access, and secure development practices. The extension never reads password fields, card numbers or security codes, and typed values are blurred from recorded-task images before they leave the device. Naheni shall not knowingly introduce malicious code into the Service. The Subscriber is responsible for the security of its Systems, devices, identity services and the access it grants. Any specific security commitments, attestations or deployment requirements agreed for a particular Subscriber are recorded in the Order Form or an agreed security schedule.
Each party warrants that it has authority to enter into this Agreement. Naheni warrants that it will provide configuration, maintenance and support with reasonable skill and care, and that the Service will perform materially in accordance with its documentation when used in accordance with clause 5.2.
Except as expressly stated in this Agreement and to the fullest extent permitted by law, the Service and Guidance are provided without warranty that they will identify every requirement of a procedure, every step in a System or every error in the Subscriber's materials. Naheni does not warrant that Guidance will be error-free; that AI-assisted interpretation will always be accurate; that every procedure can be mapped without Exceptions; that the Subscriber's Systems will be available or unchanged; that the Service will be uninterrupted; or that use of the Service will itself ensure regulatory or legal compliance. The Subscriber remains responsible for its procedures, for the actions of its Authorised Users in its Systems and for its own compliance.
To the fullest extent permitted by law, Naheni's aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of (a) the Fees actually paid by the Subscriber to Naheni during the twelve months immediately preceding the event giving rise to the claim, and (b) £100. The Order Form may specify a different cap for a particular Subscriber, in which case that cap applies in place of this clause 13.1.
To the fullest extent permitted by law, neither party shall be liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or business opportunity.
Naheni shall not be liable for loss arising from the content of the Subscriber's procedures; from any entry, change, approval, payment, submission or other action taken by an Authorised User in a System, whether or not Guidance was followed; from the Subscriber's Systems, devices, identity services or third-party providers; from access the Subscriber grants or withholds; from inaccurate or incomplete Subscriber Materials or answers to Exceptions; or from the Subscriber's failure to notify a change under clause 5.4.
No claim arising under or in connection with this Agreement may be brought by either party more than twenty-four months after the date on which the claimant first became aware, or ought reasonably to have become aware, of the facts giving rise to it.
Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited.
The Subscriber shall indemnify Naheni against third-party claims arising directly from unlawful use of the Service by the Subscriber or its Authorised Users; from Subscriber Materials that infringe third-party rights; or from the Subscriber representing Guidance to a third party as advice or a determination given by Naheni. Naheni shall promptly notify the Subscriber of any claim and provide reasonable cooperation in its defence.
The Agreement commences on the date specified in the Order Form (or, for an Evaluation, when the Evaluation Plan is agreed or a Task Map is requested, whichever is earlier) and continues for the Subscription Term, including any Renewal Term.
Either party may terminate immediately by written notice if the other commits a material breach and fails to remedy it within thirty days after written notice, or suffers an insolvency event.
Where the Order Form records performance measures for the first three months of a Subscription, and those measures are not met at the end of the third month for reasons other than the Subscriber's failure to meet its obligations under clauses 5.2 and 6.4, the Subscriber may end the Subscription by written notice given within fourteen days after the end of the third month. The Subscription then ends on the last day of the third month; Fees for that period remain due, no further Fees are payable, and clauses 15.4 and 15.5 apply. The Subscriber's failure to give notice within that period is acceptance that the measures have been met for the purpose of this clause.
On termination or expiry the Subscriber's licence ends and access to the Service ceases; amounts accrued and unpaid become due; each party shall return or destroy the other's Confidential Information on reasonable request, subject to lawful retention requirements; and provisions intended by their nature to survive shall continue. For thirty days after termination the Subscriber may export its Usage Records and Task Maps as written guides.
On termination or expiry, or at the end of an Evaluation that does not proceed, Naheni shall within thirty days of written request delete or return the Subscriber Materials, Task Maps and Usage Records it holds, save for such copies as Naheni is required by law to retain, and in any case shall delete them no later than twelve months after the end of the Agreement.
Where termination results from Naheni's uncured material breach, Naheni shall refund prepaid Fees attributable to the unused portion of the Subscription Term.
Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control. The affected party shall notify the other and use reasonable endeavours to mitigate the effects. If the event prevents material performance for more than thirty consecutive days, either party may terminate the affected Service by written notice.
Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld or delayed. Naheni may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, restructuring or sale of all or substantially all of its business or relevant assets, provided the successor assumes Naheni's obligations. The Subscriber may assign to a successor to its business on written notice, provided the successor agrees in writing to be bound.
Each party shall comply with laws applicable to its own performance under this Agreement, including applicable anti-bribery, sanctions and export-control laws. The Subscriber remains responsible for determining the legal and regulatory requirements applicable to its procedures and its use of the Service. Nothing in this Agreement represents that use of Naheni alone satisfies any particular regulatory obligation.
Formal notices under this Agreement shall be sent in writing to the addresses specified in the Order Form (or, for an Evaluation, the Evaluation Plan) and are deemed received on confirmed delivery. Routine operational communications, invoices, Exceptions, product notices and support correspondence may be sent electronically.
This Agreement, the Order Form or Evaluation Plan, the Confidentiality Undertaking and the Schedules constitute the entire agreement between the parties concerning the Service and supersede prior discussions or representations concerning its subject matter. Any variation must be agreed in writing by authorised representatives of both parties, except where this Agreement expressly provides otherwise. In the event of conflict, the Order Form prevails over these Terms only where it expressly states that it does.
If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or severed without affecting the remaining provisions. Failure to exercise a right does not waive that right.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship or employment relationship.
Unless expressly stated otherwise, no person other than Naheni and the Subscriber has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.
This Agreement and any dispute or claim arising from it, including non-contractual disputes or claims, shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.
An Order Form is executed at conversion from an Evaluation to paid use (or where the Service is subscribed to without an Evaluation). It records at least: the Subscriber's legal name, registered number and notice address; the Areas, the number of staff each covers (which sets the Fee band) and the Systems in each; any performance measures for the first three months under clause 15.3; the teams and the expected number of Authorised Users; the Subscription Term and start date; the Fees, currency, invoicing frequency, payment route and any founding-customer or fixed renewal rate; the data region; the Subscriber's named contacts for Exceptions and support; the retention period for Usage Records if other than the default; where the Order Form follows an Evaluation, the Task Maps carried over; and any agreed security schedule, service levels or additional terms.
An Evaluation Plan is agreed before configuration begins and is not an Order Form. It records: the named sponsor with authority to authorise the Trial; the Area, the Systems in it and the team taking part; the Subscriber Materials in scope; the access to be provided to each System and the IT contact; the Subscriber's named contact for Exceptions; the measures and targets for the Trial, agreed in advance; the duration of the Trial and its decision point; and the stated commercial value of the configuration provided at no charge.
These terms apply where Naheni processes personal data on behalf of the Subscriber in providing the Service, and are intended to meet the requirements of Article 28 of the UK GDPR.
Subject matter and duration: the provision of the Service for the term of the Agreement and the period in clause 15.5. Nature and purpose: mapping the Subscriber's procedures onto its Systems, giving Guidance to Authorised Users, keeping Usage Records as the Subscriber's training log, and providing support. Categories of data subjects: the Subscriber's employees, officers, consultants and contractors who are Authorised Users or administrators; individuals named in Subscriber Materials. Types of personal data: names, work email addresses, roles and authentication records; Usage Records; descriptions of page structure (the names of controls and whether fields are filled, not their values); the content of Subscriber Materials, including any personal data they contain; and recorded-task images with typed values blurred. No special category data is intended to be processed, and the Subscriber shall not supply it.
Naheni shall: process personal data only on the Subscriber's documented instructions, which are set out in the Agreement and the Subscriber's configuration of the Service, unless required by law to do otherwise, in which case Naheni will inform the Subscriber unless the law prevents it; ensure that persons authorised to process the data are bound by confidentiality; implement the security measures in clause 11; engage sub-processors only as permitted by clause 9.3, under written terms imposing equivalent data-protection obligations, and remain responsible for their performance; assist the Subscriber, taking into account the nature of the processing, in responding to data-subject requests and in meeting its obligations relating to security, breach notification and data protection impact assessments; notify the Subscriber without undue delay, and in any event within seventy-two hours, after becoming aware of a personal data breach affecting the Subscriber's data; at the end of the Agreement delete or return the personal data in accordance with clause 15.5; make available the information necessary to demonstrate compliance with these terms and allow for and contribute to audits, conducted on reasonable notice, no more than once in any twelve-month period unless required by a supervisory authority, and in the first instance by way of written responses and any available third-party reports; and inform the Subscriber if, in its opinion, an instruction infringes Data Protection Laws.
The Subscriber warrants that it has a lawful basis for the processing it instructs, has provided any notices to its staff required by Data Protection Laws, and will not instruct the Service to process Subscriber Records or special category data.
Personal data is held in the region recorded in the Order Form. Any transfer outside the United Kingdom is made in accordance with clause 9.4.
Outcomer Limited, trading as Naheni
Company No. 17323030 · Registered office: 124–128 City Road, London EC1V 2NX
Contact: the form at naheni.com/contact, by telephone on +44 20 4577 1442, or by post to the registered office. Formal notices under clause 19 go to the addresses in the Order Form or Evaluation Plan.
Version 1.0 — October 2026