AGUATO
Terms and Conditions — Brokerage, Project Facilitation, Platform & Data Use
Last updated: April 28, 2026
Preamble
These Terms and Conditions (the "Terms") are entered into between you and Aqueous Solutions FZCO, a free-zone company organised under the laws of the United Arab Emirates (trade licence number 69385), having its registered office at Premises No. DSO-THUB-G-D-FLEX-G129B, THUB, Dubai Silicon Oasis, Dubai, United Arab Emirates ("Aguato", "we", "us", or "our").
These Terms govern access to and use of the Aguato platform at aguato.comand all related products, services, applications, APIs, and data systems operated by Aqueous Solutions FZCO or its affiliates, including the Nepti data and artificial-intelligence system (collectively, the "Platform"). Aguato and Nepti are trading names and products of Aqueous Solutions FZCO.
By accessing, registering for, or using the Platform, you ("you", the "Client", the "Provider", or the "User") agree to be bound by these Terms, our Privacy Policy, and any additional policies referenced herein. If you do not agree, you must not use the Platform.
Replacement of Prior Versions. These Terms supersede and replace any previous Terms of Use, Terms and Conditions, brokerage terms, platform terms, or similar agreement published or made available by Aguato, Nepti, or Aqueous Solutions FZCO. Any prior version is of no further force or effect from the effective date stated above.
Retroactive Application to Existing Data and Projects. The licences, ownership rights, data-use authorisations, confidentiality obligations, and AI-training rights set out in these Terms (in particular Sections 4 and 5) apply to all Submitted Data, projects, proposals, and communications uploaded to or exchanged through the Platform, including data, projects, proposals, and communications uploaded prior to the effective date of these Terms. Continued use of the Platform after the effective date constitutes your acceptance of these Terms in respect of past, present, and future Submitted Data. Where applicable data-protection law requires consent for any specific processing of personal data, that consent is sought separately and may be withdrawn without affecting the lawfulness of prior processing.
1. Role and Nature of Aguato & Nepti
1.1 Aguato operates as a technical broker and digital project facilitation platform for industrial water and wastewater treatment projects.
1.2Nepti is Aguato's proprietary data and artificial intelligence system. Nepti ingests, structures, indexes, analyses, and learns from data flowing through the Platform in order to power Aguato's matching, recommendation, benchmarking, comparison, automation, and AI features. Nepti and all of its outputs, models, weights, embeddings, and derivative datasets are the exclusive property of Aguato.
1.3 Aguato does not act as:
- An engineering consultant
- An EPC contractor
- A system integrator
- A manufacturer
- A construction or installation contractor
1.4 Aguato's role is limited to:
- Structuring project information and technical briefs
- Identifying, sourcing, and coordinating third-party solution providers ("Providers")
- Managing proposal collection, comparison, and presentation
- Facilitating communication, contracting, and payment flows through the Platform
- Developing and operating Nepti and related data products
1.5 All engineering design, system performance, installation, and operational responsibility remains solely with the selected Provider and/or Client.
2. Account Registration
2.1 Registration requires accurate, current, and complete information. You agree to keep your account information up to date.
2.2 You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify Aguato immediately of any unauthorised access or suspected security breach.
2.3 Aguato may, at its sole discretion, refuse, suspend, or terminate any account, including for inaccurate information, suspected fraud, breach of these Terms, or any other lawful reason.
2.4 You must be at least 18 years old to use the Platform.
3. Project Submission & Information Accuracy
3.1 By submitting a project, the Client represents and warrants that all information provided is accurate, complete, and not misleading to the best of their knowledge.
3.2 Aguato relies entirely on information supplied by the Client and/or Provider and shall not be responsible for:
- Errors
- Omissions
- Incomplete data
- Changes occurring after submission
3.3 Aguato reserves the right to:
- Request additional information at any stage
- Pause or terminate a project if information is materially insufficient or inaccurate
4. Submitted Data — Licence, Derivative Data & Aguato IP
4.1 Definition of Submitted Data. "Submitted Data" means any and all information, files, content, documents, drawings, schematics, photographs, videos, datasets, water analyses, lab reports, design specifications, technical briefs, proposals, quotations, pricing, references, communications, messages, comments, ratings, reviews, and any other materials of any kind that you upload, submit, transmit, post, or otherwise make available to or through the Platform — whether identified as confidential or not.
4.2 Licence to Aguato. You hereby grant, and shall procure that your personnel, contractors, and affiliates grant, to Aguato a worldwide, royalty-free, fully paid-up, sublicensable, transferable, non-exclusive licence to access, host, store, copy, reproduce, modify, adapt, translate, create derivative works from, anonymise, aggregate, structure, and index the Submitted Data for the following purposes:
- Operating, maintaining, securing, and improving the Platform and Aguato's services
- Training, fine-tuning, evaluating, validating, and continuously improving Nepti and any other current or future Aguato artificial-intelligence, machine-learning, statistical, or analytical models, in non-public form
- Generating embeddings, vectors, indices, knowledge graphs, and internal benchmarks
- Powering matching, recommendation, comparison, ranking, search, and automation features for Users
- Detecting, preventing, and addressing fraud, abuse, and security or technical issues
- Compliance with legal obligations and enforcement of these Terms
The licence in this Section 4.2 is irrevocable to the maximum extent permitted by applicable law and survives termination, save that statutory data-subject rights under applicable data-protection law (including the right of erasure and the right to withdraw consent) are unaffected.
4.3 Anonymised, Aggregated & Derivative Data.Aguato may at any time create from Submitted Data anonymised, de-identified, aggregated, statistical, or otherwise non-identifiable data, including model weights, embeddings, indices, knowledge graphs, benchmarks, and derivative datasets (collectively, "Derivative Data"). Derivative Data is the exclusive property of Aguato and may be retained, used, distributed, displayed, sublicensed, and commercialised by Aguato perpetually and without restriction, including with third parties and as part of paid data products, market intelligence, or AI offerings. You acknowledge that you have no ownership interest in Derivative Data, even where it was produced from your Submitted Data.
4.4 Assignment of Original Works. To the extent your Submitted Data contains original works of authorship in which you hold transferable intellectual-property rights and which are not raw factual data — for example, written reports, drawings, schematics, photographs, or videos authored by you — you assign such rights to Aguato on a worldwide and exclusive basis to the maximum extent permitted by applicable law. Where assignment is not legally possible, the licence in Section 4.2 applies.
4.5 Aguato's Confidentiality Commitment over Identifiable Raw Data. Aguato will not externally publish, distribute, or commercially license identifiable raw Submitted Data (i.e., Submitted Data that has not been anonymised under Section 4.3) outside the Platform, except: (a) as expressly authorised by you; (b) to Aguato's sub-processors bound by written confidentiality and data-protection obligations; (c) to Users participating in the relevant project; or (d) as required by law, court order, or competent authority. The commercialisation rights in Section 4.3 apply only to Derivative Data, not to identifiable raw Submitted Data.
4.6 Aguato-Generated Materials.All project briefs, structured documentation, comparison frameworks, summaries, scorecards, recommendations, and any other materials created by Aguato or Nepti constitute Aguato intellectual property. Clients and Providers are granted a limited, non-transferable, non-exclusive, revocable licence to use such materials solely for the purpose of the relevant project. Any reuse, reproduction, redistribution, or use outside the Platform without Aguato's prior written consent is prohibited.
4.7 Your Warranties.You represent and warrant that (a) you own or have obtained all rights, consents, and authorisations necessary to upload the Submitted Data and to grant the rights described in this Section 4; (b) the Submitted Data does not infringe any third party's intellectual-property, privacy, publicity, contractual, or other rights; and (c) the Submitted Data complies with all applicable laws.
4.8 No Obligation to Use. Aguato is under no obligation to use, retain, display, or distribute any Submitted Data and may, at its sole discretion, remove, modify, or refuse to host any Submitted Data at any time.
4.9 Survival.The licence in Section 4.2 and Aguato's rights in Derivative Data under Section 4.3 survive any termination, suspension, or cancellation of your account or these Terms. Identifiable raw Submitted Data is retained only for the periods set out in our Privacy Policy and is subject to your statutory data-subject rights. Anonymised, aggregated, and Derivative Data may be retained and used by Aguato indefinitely.
5. Nepti — AI Use, Outputs & Limitations
5.1The Platform may surface outputs generated by Nepti, including recommendations, summaries, comparisons, benchmarks, draft text, classifications, and scorecards ("AI Outputs").
5.2 AI Outputs are provided for informational and operational purposes only. They do not constitute engineering advice, professional opinion, regulatory guidance, or a guarantee of accuracy, completeness, suitability, or fitness for purpose.
5.3 You are solely responsible for independently verifying any AI Output before relying on it for technical, commercial, contractual, or regulatory decisions. Aguato shall not be liable for any decision, action, or omission taken in reliance on an AI Output.
5.4 All AI Outputs and the underlying models, prompts, system configurations, and Nepti infrastructure are the exclusive property of Aguato. You may use AI Outputs only as displayed on the Platform and only in connection with your legitimate use of the Platform.
5.5 You shall not (a) attempt to reverse engineer, extract, copy, or reconstruct any Nepti model, weights, embeddings, or training data; (b) use AI Outputs to develop, train, or improve any competing artificial intelligence or data system; or (c) scrape, harvest, or systematically extract data from the Platform.
6. Provider Engagement & Proposal Process
6.1 Aguato may contact one or more Providers at its sole discretion.
6.2 Providers acknowledge and agree that:
- All proposals must be submitted exclusively via Aguato
- Proposals submitted outside the Platform are invalid
- Submission does not guarantee selection or contract award
6.3 Aguato retains sole discretion to:
- Rank, shortlist, or reject proposals
- Request revisions or clarifications
- Decide which proposals are presented to the Client
7. Proof of Experience
7.1 Providers may be requested to submit:
- Similar use cases
- Comparable installations
- References or performance data
7.2 Proof of experience is considered a positive evaluation factor, but is not mandatory unless explicitly stated for a specific project.
7.3 Aguato does not independently verify all Provider claims and makes no representation or warranty as to their accuracy.
8. Communication Exclusivity
8.1 All communications related to any Aguato-facilitated project — including technical, commercial, contractual, or strategic discussions — must occur exclusively through Aguato unless explicitly authorised in writing.
8.2 Any attempt by a Client or Provider to:
- Circumvent Aguato
- Negotiate directly
- Contract off-platform
- Share project details to bypass Aguato
constitutes a material breach of these Terms.
9. Payment Flow, Escrow & Financial Control
9.1 All payments related to projects introduced, facilitated, or coordinated by Aguato must be processed exclusively through Aguato, unless otherwise agreed in writing.
9.2 Standard payment flow:
- Client pays Aguato
- Aguato holds funds (escrow or internal ledger)
- Aguato disburses funds to Providers based on agreed milestones
9.3 Aguato may deduct:
- Brokerage fees
- Platform fees
- Commissions
- Transaction fees
prior to any Provider disbursement.
9.4 Aguato is not required to release any payment until:
- Milestones are completed
- Deliverables are confirmed
- Any disputes are resolved
9.5 Aguato may suspend payments in case of:
- Scope disputes
- Non-performance
- Breach of these Terms
10. Non-Circumvention & Fee Protection
10.1 Clients and Providers agree not to bypass Aguato for any project introduced, facilitated, or coordinated by Aguato.
10.2 This obligation applies:
- During the project
- For 24 months after initial introduction or last platform interaction
10.3 Prohibited actions include:
- Direct contracting
- Side agreements
- Scope replication outside the Platform
10.4 In case of breach, Aguato is entitled to:
- Liquidated damages equal to 100% of lost fees or commissions
- Injunctive relief
- Any other remedies available under applicable law
11. Confidentiality
11.1All information exchanged via Aguato is confidential as between Clients and Providers. Aguato's commitments regarding identifiable raw Submitted Data are set out in Section 4.5. This Section 11 does not limit Aguato's rights to use Submitted Data and Derivative Data under Sections 4 and 5.
11.2 Clients and Providers may not disclose to any third party:
- Technical briefs
- Proposals
- Commercial terms
- Provider or Client identities
without prior written consent, except where legally required.
12. Prohibited Conduct
You agree not to:
- Reverse engineer, decompile, or attempt to extract the source code of the Platform or Nepti
- Scrape, crawl, harvest, or use any automated means to extract data from the Platform
- Use the Platform or any AI Output to train, build, or improve a competing product, model, or dataset
- Transmit any virus, malware, or malicious code, or attempt to compromise Platform security
- Frame, mirror, or commercially exploit the Platform without Aguato's written consent
- Submit content that is unlawful, defamatory, obscene, infringing, deceptive, or that violates the rights of others
- Impersonate any person or entity, or misrepresent your affiliation
- Misuse Aguato's or Nepti's names, logos, or trademarks
- Use the Platform to circumvent the non-circumvention or communication-exclusivity provisions of these Terms
13. Warranties & Disclaimers
13.1 Aguato provides the Platform, Nepti, and all services on an "as is" and "as available" basis, without warranty of any kind, whether express, implied, statutory, or otherwise.
13.2 Aguato makes no warranties regarding:
- Technical feasibility
- Performance outcomes
- Regulatory approval
- Commercial success
- Accuracy of AI Outputs
- Continuous availability
13.3 Providers are solely responsible for:
- Design accuracy
- Compliance
- Installation
- Performance guarantees
- Warranties to Clients
14. Indemnification
14.1 You agree to defend, indemnify, and hold harmless Aguato, Nepti, and their officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with:
- Your access to or use of the Platform
- Any Submitted Data you upload, transmit, or make available
- Your breach of these Terms or any applicable law
- Your violation of any third-party right, including intellectual property, privacy, or contractual rights
- Any project, contract, or transaction you enter into with another User
15. Limitation of Liability
15.1 To the maximum extent permitted by law, Aguato shall not be liable for:
- Provider performance
- Equipment failure
- Project delays
- Cost overruns
- Regulatory non-compliance
- Reliance on AI Outputs
- Loss of profits, revenue, data, or business
- Indirect, incidental, special, consequential, exemplary, or punitive damages
15.2Aguato's aggregate liability arising out of or in connection with these Terms shall not exceed the fees actually paid to Aguato by you for the relevant project in the twelve (12) months preceding the event giving rise to the claim.
16. Audit & Milestone Verification Rights
16.1 Aguato reserves the right to:
- Request milestone evidence
- Verify deliverables before releasing funds
- Request supporting documentation
16.2 Failure to provide verification may result in payment suspension.
17. Termination
17.1 Aguato may suspend or terminate any project, account, or access to the Platform if:
- Information is misleading
- Off-platform activity is detected
- Payment obligations are breached
- These Terms are violated
- Aguato is required to do so by law
17.2 Termination does not waive:
- Payment obligations
- Non-circumvention clauses
- Confidentiality obligations
- The data ownership, licence, and AI use rights granted under Sections 4 and 5
17.3 Sections 4, 5, 10, 11, 13, 14, 15, and 19 survive termination.
18. Modifications to the Terms or Platform
18.1 Aguato may modify these Terms at any time by posting updated Terms on the Platform. Material changes will be communicated by reasonable means. Continued use of the Platform after the effective date of any update constitutes acceptance.
18.2 Aguato may modify, suspend, or discontinue any feature of the Platform or Nepti at any time, with or without notice, and without liability to any User.
19. Governing Law & Jurisdiction
19.1 These Terms are governed by the laws of the United Arab Emirates.
19.2 All disputes shall be subject to the exclusive jurisdiction of the courts of Dubai.
20. Entire Agreement & Miscellaneous
20.1 These Terms constitute the entire agreement between Aguato, Clients, and Providers with respect to the Platform, Nepti, and platform-facilitated projects, and supersede all prior or contemporaneous understandings.
20.2 In case of conflict, these Terms prevail over any other agreement unless explicitly stated otherwise in writing and signed by an authorised representative of Aguato.
20.3 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
20.4Aguato's failure to enforce any right or provision shall not constitute a waiver of such right or provision.
20.5You may not assign or transfer these Terms without Aguato's prior written consent. Aguato may freely assign these Terms, including to any affiliate or successor.
21. Contact
Questions about these Terms can be sent to legal@aguato.com.
For data, privacy, or AI requests, please contact privacy@aguato.com.
Legal-Safe Positioning Statement
Aguato provides a structured brokerage and facilitation platform, operating alongside the Nepti data and AI system. Aguato does not replace engineering judgment, contractual responsibility, or execution accountability between Clients and Providers. All data uploaded to the Platform is owned by Aguato and may be used to train, operate, and improve Nepti and other Aguato products.