Terms of Service

1. About these terms#

Converge is provided by Pave Technologies, whose registered office is at 935 Sheppard Ave W, Unit 1, North York, ON M3H 2T7, Canada ("Pave", "we", "us").

These terms apply when an organisation or a student signs up for Converge, accepts these terms in the product, or signs an order form that refers to them. If you accept them on behalf of an organisation, you confirm that you have authority to bind it, and "you" means that organisation.

Converge is for business, professional and educational use. It is not offered to consumers, and these terms are drafted on that basis.

If documents conflict, this order applies, highest first: a signed enterprise agreement or order form; the Data Processing Addendum; these terms; the Acceptable Use Policy; product documentation.

2. Definitions#

Service

The Converge hosted application, its modules, the AI Engineer, the API and MCP access, and related support, as described on our website and in your order form.

Customer Data

Everything you or your users upload, enter or create in the Service, such as fluid samples, lab reports, PVT data, well and production data, models, forecasts, economics cases, scripts, files and AI conversations. It includes personal data contained in that content.

Account Data

Information we need to run your account, such as names, work emails, roles, seat assignments, sign-in records and billing details. Our Privacy Notice explains how we handle it.

Company

The separate workspace for one customer organisation, held in its own database.

Admin

A user your organisation has given administrative rights, including the right to invite users and grant seats.

User

A person you allow to use the Service under your account, such as an employee or contractor.

Seat

A concurrent floating licence for one module: it lets one user at a time use that module.

Plan

The subscription tier for your account: Free, Student, Professional or Enterprise.

Order Form

A quote, order, online checkout or enterprise agreement that sets out your plan, seats, fees and term.

Output

Results the Service produces, including calculations, charts, exports and AI Engineer responses.

AI Provider

A third-party company whose AI models power the AI Engineer.

3. Accounts and eligibility#

• Every user must be at least 18 years old.
• Each login belongs to one named person. Users must not share passwords, sessions or API keys.
• You must give accurate sign-up details and keep them current.
• You are responsible for your users' activity under your account, for choosing your Admins, and for removing access when someone leaves.
• Keep credentials secure. Tell us at once at [email protected] if you suspect unauthorised access.
• You may not use the Service if you are barred from doing so under the sanctions and export laws described in section 23.

4. Business and student accounts#

Business accounts#

A business account is opened for an organisation. The person who opens it becomes its first Admin. Business accounts can use any plan.

Student accounts#

• You need an email address on a school or university domain that we have approved. If your school is not listed, ask us to add it. We decide whether to approve a domain.
• A student account is for your own study, coursework and non-commercial academic research. You must not use it for paid work, consulting, or work done for a company.
• We may ask you to confirm that you are still enrolled. We may move or close a student account when the school email stops working, when you are no longer a student, or when the account is used outside these limits. We will give you notice and a chance to export your data first, unless the account was misused.
• The student plan may limit modules, seats, storage or AI use, as shown in the product.

5. Plans and free trials#

The plans are Free, Student, Professional and Enterprise. What each plan includes is shown on our website or in your Order Form.

Free trial#

• New business accounts get a free trial. It lasts 4 weeks from the day you verify your email, unless we offer you a different period in writing.
• The trial costs nothing, and we will not charge you unless you choose a paid plan.
• When the trial ends, the account stays in place but you lose access to trial features until you move to a paid plan.
• If you do not upgrade, we keep the trial data for 60 days after the trial ends, then delete it. We will email the Admin before deletion.
• Trials and free plans come with no service-level commitment, no indemnity from us and the lower liability cap in section 21.
• We may end a trial early if it is misused, including by opening repeated trials for the same organisation.

Fees and payment#

Paid plans cost what your Order Form says. Unless it says otherwise, fees are invoiced in advance for each subscription term, are payable on the terms in your Order Form, exclude taxes, and are not refundable except where these terms or the law say so. You pay any sales, value added, withholding or similar taxes on the fees, other than taxes on our income. We may change prices for a renewal term by giving you at least 30 days' notice before that term starts. If an undisputed invoice is more than 30 days overdue, we may suspend paid features after giving you notice.

6. Licences and seats#

• Subject to these terms and payment of fees, we grant you a non-exclusive, non-transferable right, for your subscription term, to let your users use the Service for your internal business purposes (or, on a student account, for your own study).
• Paid modules are licensed as concurrent floating seats. A seat allows one user at a time to use that module. When the user closes the module or the session ends, the seat returns to the pool.
• Your Admins grant users access to modules. The number of users using a module at the same time cannot exceed the seats you have bought for it.
• Our servers check seats. You must not try to get around seat limits, for example by sharing one login, automating seat release, or using the API or MCP to give unlicensed people the results of a module.
• Automated or headless use (scripts, the API and MCP) may need its own seats, as shown in the product or your Order Form.
• We may review seat and usage records to check compliance. If you have used more than you paid for, we may invoice the difference at the prices then current.
• An on-premises installation is licensed under a separate agreement. These terms apply to it only where that agreement says so.

7. Acceptable use#

You and your users must follow our Acceptable Use Policy, which forms part of these terms. Among other things, it prohibits unlawful use, sanctions evasion, unauthorised security testing, scraping, reselling the Service and misuse of the AI Engineer. A serious or repeated breach allows us to suspend or end access under section 18.

8. Your data#

Ownership#

As between you and us, you own Customer Data and all Output generated from it, including models, forecasts and reports. We claim no ownership of either.

Our licence to operate the Service#

You grant us a worldwide, non-exclusive, royalty-free licence, for as long as we hold Customer Data, to host, copy, store, transmit, process and display it only as needed to:

• provide the Service to you, including the AI Engineer when your users use it;
• keep the Service secure and prevent abuse;
• give you support you request; and
• comply with the law.

We do not sell Customer Data, use it for advertising, or use it to train AI models. We may produce aggregated statistics about how the Service is used (for example, how often a module runs or how long a calculation takes). These statistics never include the content of your projects and never identify you or any person.

Your responsibilities#

• You confirm that you have the rights, permissions and notices needed to upload Customer Data, including data from joint-venture partners, laboratories, regulators or clients that may be confidential.
• You are responsible for the accuracy of Customer Data and for the decisions you make with it.
• Do not upload special categories of personal data (such as health data) or data you are not allowed to share. Converge does not need them.
• We back up the Service, but you should keep your own copies of important data. Converge exports data in open formats at any time.

Where your data is held#

Hosted Customer Data is stored on Google Cloud in the europe-west1 region (Belgium), in a separate database for each Company, with backups and point-in-time recovery. Some processing happens elsewhere, for example by the AI Providers when you use the AI Engineer. The sub-processor list shows who processes data and where. Our Data Processing Addendum governs personal data in Customer Data.

9. The AI Engineer#

The AI Engineer is an optional assistant that can answer questions, read documents you attach and work with your project.

Third-party processing#

• When a user sends a request, we send the prompt, any attached files, and the project data the request needs to an AI Provider that we have configured for the Service. Today that is Google (Gemini). The Service also supports Anthropic, OpenAI and Moonshot AI models, and we may enable them.
• If the first provider is unavailable or over capacity, the Service may automatically send the request to another configured provider so that it still completes. The current list of AI Providers is in our Privacy Notice. We will give notice before adding a new AI Provider, as described in the DPA.
• Each AI Provider processes requests under its own business terms. Those terms may let it keep requests for a limited time to detect abuse. We use AI Providers only under business terms that do not let them train their models on our customers' requests.
• If you do not want Customer Data sent to AI Providers, do not use the AI Engineer, or ask us about restricting it for your Company.

No training on your data#

Pave does not train, fine-tune or improve AI models on Customer Data, prompts or Outputs. If we ever want to, we will ask first and do it only under a separate written agreement with you.

Outputs must be checked#

• AI responses can be wrong, incomplete or out of date, and can sound confident when they are wrong. They may differ between providers or between runs.
• Treat every AI response as a draft. A competent person must check it before it is used in any decision, report, filing or calculation.
• You are responsible for what your users do with AI responses and for changes the AI Engineer makes to a project at a user's request.
• Do not use the AI Engineer to decide anything about a person that has legal or similarly significant effects.

10. Engineering, reserves and fiscal disclaimer#

• Engineering results. PVT, equation-of-state, well performance, material balance, decline, well test, network, simulation and forecast results depend on the data, correlations, models and settings you choose. A qualified engineer must review and verify results before relying on them for any operational, investment, safety or regulatory decision.
• Reserves and resources. Reserves features give screening support only. They do not produce reserves or resources estimates that meet SPE-PRMS, securities-exchange or regulator requirements, and they do not replace evaluation and sign-off by a qualified reserves evaluator.
• Economics and fiscal terms. Economics, including the Nigeria Petroleum Industry Act (PIA) fiscal screening templates, are simplified screening models. They are not tax, legal, accounting or investment advice. Fiscal regimes, rates and rules change and depend on your specific licences, contracts and circumstances. Take advice from qualified tax and legal professionals before relying on any fiscal result.
• Benchmarks. Accuracy checks we publish show how the Service performed on stated test cases. They do not promise the same accuracy on your data.
• Safety. Do not use the Service as the sole basis for any decision where an error could cause injury, environmental harm or loss of well control.

11. API and MCP access#

• Users can create API keys and connect MCP (Model Context Protocol) clients, which let scripts and your own AI tools use Converge. Your plan and Admins decide who can do this.
• An API key belongs to the user who created it and acts with that user's permissions. Keep keys secret, never put them in public code, and revoke a key at once if it may have been exposed.
• You are responsible for all actions taken with your keys, including actions by AI agents or automations you connect through MCP.
• When you connect your own AI tools through MCP, the data they read leaves Converge and goes to that tool's provider under your own arrangements with it. That provider is not our sub-processor.
• Follow our API documentation and rate limits. Do not use the API to get around seat limits, to scrape the Service, or to build a competing product.
• We may change the API. For changes that break existing integrations on paid plans, we aim to give at least 90 days' notice, unless a change is needed sooner for security or legal reasons.
• We may suspend a key that threatens the security or stability of the Service.

12. Third-party services#

The Service relies on third-party providers, listed in our Privacy Notice. If you connect a third-party product to Converge (for example, by importing files exported from other software or connecting an MCP client), your use of that product is governed by your agreement with its provider. We are not responsible for third-party products we do not provide.

13. Confidentiality#

• "Confidential Information" means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Our pricing, product roadmap and non-public security details are ours.
• Each party will use the other's Confidential Information only to perform or use the Service under these terms, protect it with at least reasonable care, and share it only with its employees, contractors, sub-processors and advisers who need to know it and are bound by duties of confidentiality at least as protective as these.
• This does not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to it, is received from a third party without a duty of confidence, or is developed independently.
• A party may disclose Confidential Information if the law or a court requires it. Where the law allows, it will give the other party notice first so that it can seek protection.
• These duties continue for 5 years after these terms end, and for as long as the information remains a trade secret.

14. Intellectual property#

• We and our licensors own the Service, including software, engines, correlations as implemented, templates, documentation, designs and the Converge name and marks. These terms do not transfer any of it to you.
• You must not copy, modify, reverse-engineer, decompile or create derivative works of the Service, except to the extent the law expressly allows despite this restriction.
• Open-source components are licensed under their own licences, which take priority for those components.
• You may mention Converge by name when you describe work done with it. We will not name you as a customer without your permission.

15. Feedback#

If you send us ideas, suggestions or bug reports, we may use them to improve the Service without any obligation to you. This does not give us any rights in your Customer Data or Confidential Information.

16. Service levels and support#

• We work to keep the Service available, secure and backed up. We do not promise any level of availability, response time or support unless a signed enterprise agreement includes a service-level agreement.
• We may carry out planned maintenance. Where we can, we schedule it outside normal working hours in Europe and West Africa and give notice in advance.
• We may improve, change or remove features. If we remove a material feature of a paid plan during your term, we will tell you in advance, and if this harms you materially, you may end the affected subscription and receive a pro-rata refund of prepaid fees for it.
• Support is by email at [email protected] unless your Order Form says otherwise.

17. Security#

We maintain technical and organisational security measures suitable for the data we process, described in our Privacy Notice and Security page. We will tell affected customers without undue delay if we become aware of a personal data breach affecting their Customer Data, as set out in the DPA.

18. Suspension#

We may suspend all or part of your access, or a specific user or key, if:

• use of the Service breaches the Acceptable Use Policy or the sanctions provisions, or creates a security risk;
• we must do so to comply with the law, a court order or a regulator;
• an undisputed invoice is more than 30 days overdue after notice; or
• your use threatens the stability of the Service for other customers.

We will limit a suspension to what is needed, give notice where we lawfully can (in advance where possible), and restore access once the cause is fixed. Suspension does not delete your data.

19. Term, termination, export and deletion#

Term#

These terms start when you first accept them and continue until all your subscriptions end. Paid subscriptions renew for the same period unless either party gives notice of non-renewal at least 30 days before the end of the current term, or your Order Form says otherwise. You can close a free or student account at any time.

Ending the agreement#

• Either party may end these terms by written notice if the other materially breaches them and does not fix the breach within 30 days of notice, or becomes insolvent.
• We may end these terms at once by notice if continuing would breach sanctions or export laws, or after a serious breach of the Acceptable Use Policy.
• If you end a paid subscription because of our uncured material breach, we will refund prepaid fees for the remaining term.

Export and deletion timelines#

If you ask us in writing to delete your data sooner, we will do so. We may keep limited Account Data, invoices and audit records after this for the periods in our Privacy Notice, for example to meet tax law or resolve disputes.

What survives#

Sections on fees owed, your data, confidentiality, intellectual property, disclaimers, limitation of liability, indemnities, governing law and general terms survive the end of these terms.

20. Warranties and disclaimers#

• Each party confirms that it has the power to enter into these terms.
• For paid plans, we warrant that the Service will perform materially as described in its documentation during your subscription term. If it does not, tell us in writing. We will try to fix it, and if we cannot within a reasonable time, you may end the affected subscription and receive a refund of prepaid fees for the rest of the term. This is your only remedy for breach of this warranty.
• Except as stated in these terms, the Service and all Output are provided "as is" and "as available". To the extent the law allows, we disclaim all other warranties, express or implied, including those of merchantability, fitness for a particular purpose, accuracy, and that the Service will be error-free or uninterrupted.
• Free plans, trials, student accounts, beta features and the AI Engineer are provided without any warranty.

21. Limitation of liability#

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for your obligation to pay fees, or for any liability that cannot be limited by law.

Subject to that:

1. Neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, production, reserves, business opportunity, goodwill or anticipated savings, however it arises, even if the loss was foreseeable.
2. We are not liable for decisions you make using the Service or its Output, including drilling, completion, development, investment, reserves-booking or tax decisions.
3. Each party's total liability arising out of or in connection with these terms in any 12-month period is limited to the fees you paid or owed for the Service in the 12 months before the event giving rise to the claim.
4. Loss or corruption of data: our liability is limited to using reasonable efforts to restore the data from our latest backup.

22. Indemnities#

From us#

For paid plans, we will defend you against any third-party claim that the Service, as we provide it, infringes that third party's intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. This does not cover claims caused by Customer Data, by combination with things we did not provide, by changes we did not make, or by use in breach of these terms. If such a claim is made or likely, we may get you the right to keep using the Service, change it so that it does not infringe, or end the affected subscription and refund prepaid fees for the rest of the term.

From you#

You will defend us against any third-party claim arising from Customer Data (including a claim that you had no right to upload it) or from use of the Service in breach of the Acceptable Use Policy or sanctions provisions, and pay the damages and costs finally awarded or agreed in settlement.

Process#

The party seeking protection must tell the other promptly, let it control the defence and settlement (no settlement may admit fault for the protected party without its consent), and give reasonable help at the other's cost. This section states each party's whole liability for the claims it covers.

23. Export controls and sanctions#

The oil and gas sector is subject to wide export-control and sanctions rules. Each party must comply with all that apply to it, including those of the United Nations, the European Union, the United Kingdom, the United States and Nigeria.

• You confirm that neither you, nor any user, nor anyone who owns or controls you is named on, or owned or controlled by anyone named on, a sanctions list, or located in, organised under the laws of, or ordinarily resident in a country or region under a full or country-wide embargo.
• You must not use the Service, or let anyone use it or its Output, for a project, entity or end use that is restricted by sanctions or export controls, including restrictions that target specific energy-sector projects, companies or countries.
• You must not give access to the Service to anyone in a sanctioned country or region, or to anyone on a sanctions list.
• We may block access from particular countries or regions and refuse or end service where we reasonably believe that providing it would breach these rules. We will not be liable for doing so.
• Tell us at once if anything in this section stops being true.

24. Anti-corruption#

Neither party will offer, give, request or accept any bribe or improper payment in connection with these terms. Each will comply with anti-bribery laws that apply to it.

25. Disputes#

The parties will first try to settle any dispute in good faith by escalating it to senior managers. Either party may seek urgent injunctive relief in any court with jurisdiction.

26. Changes to these terms#

• We may update these terms. We will publish the new version on this page with a new version number and effective date.
• For material changes, we will give Admins at least 30 days' notice by email or in the product before the change takes effect, unless the change is required sooner by law or to address a security risk.
• If you object to a material change, you may end your subscription before the change takes effect and receive a refund of prepaid fees for the rest of the term. Continuing to use the Service after the effective date means you accept the change.
• Changes do not apply to a signed enterprise agreement unless both parties sign them.

27. Notices#

We send notices to the email address of your account's Admins, or show them in the product. You send notices to [email protected], with a copy by post to Pave Technologies, 935 Sheppard Ave W, Unit 1, North York, ON M3H 2T7, Canada for notices of breach, termination or legal claims. Email notices are received when sent, unless the sender receives a delivery failure.

28. General#

• Assignment. Neither party may transfer these terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of the relevant business, on notice.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Subcontractors. We may use subcontractors and sub-processors and remain responsible for their performance under these terms.
• Relationship. The parties are independent contractors.
• Third-party rights. No one other than the parties may enforce these terms.
• Entire agreement. These terms, the documents they refer to, and any Order Form are the whole agreement on their subject. Terms on your purchase orders do not apply.
• Severability and waiver. If any part is unenforceable, the rest continues. Not enforcing a right is not a waiver of it.
• Language. These terms are written in English. If we provide a translation, the English version governs.

29. Contact#

Pave Technologies, 935 Sheppard Ave W, Unit 1, North York, ON M3H 2T7, Canada. Email: [email protected].