Terms of Service
These Terms of Service (the "Terms") govern your access to and use of the Ardessa website at ardessa.com (the "Site") and the Ardessa software platform, applications, integrations and related services (collectively, the "Service"). The Service is provided by Ardessa Limited, a private company limited by shares registered in Ireland under company number 792794, with its registered office at Coorloum East, Coomhola, Ballylickey, Bantry, Co. Cork, Ireland ("Ardessa", "we", "us" or "our").
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you", "your" and "Customer" refer to that entity.
Please read Section 7 (AI Outputs) and Section 19 (Limitation of Liability) carefully. They contain important disclaimers and limit our liability to you.
1. Definitions
"Account" means a user account created on the Service.
"Authorised User" means an individual employee, contractor or agent of Customer who is authorised by Customer to access the Service under an Account.
"Customer Data" means all data, content, information and materials submitted to, uploaded to, generated within or processed by the Service by or on behalf of Customer or its Authorised Users, including data sourced via Integrations and including user prompts, instructions, queries and conversation history.
"Documentation" means the user guides, technical documentation and other materials relating to the Service that we make available from time to time.
"Integration" means a connection between the Service and a third-party application, system or data source (including CRM, email, calendar, messaging and data provider systems) authorised by Customer.
"Output" means any content, summary, scoring, recommendation, draft message, signal, alert or other result generated by the Service, including by its AI components, in response to Customer Data or user instructions.
"Subscription Plan" means the plan, tier or order under which Customer accesses the Service, whether free, trial, evaluation or paid.
"Trial" means any free, evaluation, beta or pilot use of the Service.
2. Acceptance and Changes to These Terms
2.1 By clicking "I agree", creating an Account, or otherwise accessing or using the Service, you accept these Terms.
2.2 We may update these Terms from time to time. If we make material changes, we will notify you by email to the address registered on your Account or by an in-product notice. The updated Terms take effect on the date stated in the notice (and in any event no earlier than the date the notice is given). Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.
2.3 Where we provide the Service under a separately signed master services agreement, order form or similar contract with Customer, that document prevails over these Terms to the extent of any conflict.
3. Eligibility and Account Registration
3.1 The Service is intended for business use by professionals working in private markets, asset management, capital raising, investor relations and related fields. You must be at least 18 years old and legally able to enter into a binding contract to use the Service.
3.2 You must provide accurate and complete information when creating an Account and keep that information up to date.
3.3 You are responsible for all activity that occurs under your Account, for keeping your credentials confidential, and for ensuring that your Authorised Users comply with these Terms. You must notify us promptly at info@ardessa.com of any suspected unauthorised access to or use of your Account.
3.4 You must not share Account credentials, allow more than one individual to use the same Account, or transfer your Account to any other person without our prior written consent.
4. The Service
4.1 Ardessa provides an AI-powered fundraising intelligence platform for private markets. The Service helps users research prospects and limited partners, monitor watchlists, prepare for meetings, generate draft communications and surface relevant signals from Customer Data and authorised third-party data sources.
4.2 The Service is provided on a software-as-a-service basis. Specific features, usage limits and entitlements depend on Customer's Subscription Plan and may change as the Service evolves.
4.3 We may modify, suspend or discontinue any feature of the Service at any time. We will use reasonable efforts to give advance notice of changes that materially reduce functionality.
5. Service Availability
5.1 Ardessa uses commercially reasonable efforts to keep the Service available 24 hours a day, seven days a week, except during planned maintenance and circumstances beyond our reasonable control.
5.2 Planned maintenance will normally be carried out outside business hours in Western Europe. Ardessa will use reasonable efforts to give advance notice of planned maintenance that is likely to materially affect availability.
5.3 Any specific service level commitments, including uptime targets or service credits, will be set out in a separate service level agreement or order form executed in writing. In the absence of such a document, no specific service level applies and the Service is provided on the "as is" and "as available" basis described in Section 18 (Warranties and Disclaimers).
6. Trials, Betas and Previews
6.1 If you access the Service on a Trial or as part of any beta, preview or pilot programme, the Service is provided "as is" and "as available" for evaluation purposes only.
6.2 Trial access may have reduced functionality, lower service levels and shorter retention periods, and may be modified or terminated by us at any time without notice. Sections 18 (Warranties), 19 (Limitation of Liability) and 20 (Indemnification) apply in full to Trial use.
7. AI Outputs
7.1 The Service uses artificial intelligence, including third-party large language models, retrieval systems and other machine-learning techniques, to generate Outputs. Outputs are probabilistic and predictive in nature. They may be incomplete, inaccurate, out of date or otherwise unsuitable for a particular purpose. They may include statements that appear factual but are not (sometimes called "hallucinations").
7.2 You must independently verify any Output before relying on it for a business decision, communication, regulatory submission, investment decision or any other purpose with material consequences. You are solely responsible for the use you make of, and any decisions you take based on, an Output.
7.3 Outputs are not, and must not be relied upon as, investment, legal, tax, accounting, regulatory or other professional advice. Ardessa is not a regulated investment adviser, broker-dealer, placement agent or financial institution. Nothing produced by the Service constitutes a recommendation, solicitation or offer in respect of any security, fund or investment.
7.4 You must not present Outputs to any third party in a manner that misrepresents them as having been produced by a human, by Ardessa, or by any third party other than the AI components of the Service.
7.5 Because Outputs are probabilistic, identical or similar inputs may produce different Outputs over time, and similar Outputs may be produced for different users. Ardessa makes no representation that Outputs are unique to you.
7.6 Ardessa may modify, replace or substitute the AI models, model providers, prompts, parameters and processing pipelines used to generate Outputs. Such changes may affect the form, content, latency, cost and quality of Outputs. Ardessa will use reasonable efforts to give Customer at least thirty (30) days' advance notice (by email, in-product notification or on the Site) of any change that Ardessa reasonably considers likely to have a material adverse effect on the form, accuracy, security or regulatory characteristics of Outputs in Customer's production use. Routine, security-related, urgent vendor-driven or non-material changes may be made without prior notice. The commitments in Section 8.5 (no training without consent) and Section 9 (Data Protection) continue to apply to any such change.
7.7 Outputs may reflect biases, errors, omissions and limitations of the data on which the underlying AI models were trained, and of the source materials retrieved or processed by the Service. Customer is responsible for evaluating Outputs in this light, in particular before using an Output to make any decision that could have material legal, financial, reputational or regulatory consequences, or that could affect any individual or group.
7.8 User prompts, instructions, queries and conversation history submitted to the Service are treated as Customer Data and are subject to Sections 8 (Customer Data and Integrations) and 9 (Data Protection, Privacy Notice and Data Processing Addendum), including the commitment in Section 8.5 not to use Customer Data to train generally available machine-learning models without Customer's explicit, opt-in consent.
8. Customer Data and Integrations
8.1 Customer retains all right, title and interest in and to Customer Data. Customer grants Ardessa a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display and otherwise use Customer Data solely as necessary to provide, secure, support, troubleshoot and operate the Service for Customer, to make Service-level improvements that benefit Customer's instance (such as performance, reliability and bug fixes), to enforce these Terms, and to comply with our legal obligations. For the avoidance of doubt, this licence does not authorise Ardessa to use Customer Data to train, fine-tune or evaluate any generally available machine-learning model, which is governed exclusively by Section 8.5.
8.2 Customer is responsible for the accuracy, quality, legality and appropriateness of Customer Data and for obtaining all consents, authorisations and lawful bases required for Ardessa to process Customer Data as contemplated by these Terms, including in respect of personal data of prospects, investors, contacts and third parties.
8.3 Customer authorises Ardessa to establish and operate Integrations that Customer enables, including with CRM platforms, email and calendar systems, communications platforms, professional networks and data providers. Customer is responsible for ensuring that its use of any Integration, and Ardessa's access to data through it, is permitted under Customer's agreements with the relevant third-party provider.
8.4 When Customer enables an Integration, Customer instructs Ardessa to ingest, store and process data made available through that Integration as Customer Data, subject to these Terms and our Privacy Notice.
8.5 Ardessa will not use Customer Data to train, fine-tune or otherwise improve any generally available machine-learning model without Customer's explicit, opt-in consent. Aggregated and de-identified data that cannot reasonably be linked to Customer or any individual may be used to operate, secure and improve the Service.
8.6 Customer must not submit to the Service any data that it is not lawfully entitled to submit, or that includes special categories of personal data, payment card data, government identifiers or other sensitive data, unless expressly agreed in writing.
8.7 On termination of these Terms, Customer may, on written request submitted within thirty (30) days of the effective date of termination, export Customer Data in a structured, commonly used and machine-readable format (such as CSV, JSON or an equivalent format reasonably proposed by Ardessa). Following the export window (and in any event no later than ninety (90) days after termination, except for data in routine backups which will be overwritten in the ordinary course, or data Ardessa is required by law to retain), Ardessa will securely delete or return all remaining Customer Data and, on Customer's written request, certify in writing that it has done so. The DPA governs the technical and security aspects of any such export and deletion.
9. Data Protection, Privacy Notice and Data Processing Addendum
9.1 Roles. Where Ardessa processes personal data on behalf of Customer in providing the Service, the parties agree that Ardessa acts as a processor (or sub-processor, as applicable) and Customer acts as a controller, in each case as those terms are defined in applicable data protection laws including the EU General Data Protection Regulation (the "GDPR"), the UK GDPR and the Irish Data Protection Act 2018.
9.2 Privacy Notice. Our Privacy Notice, published on the Site and updated from time to time, describes how Ardessa processes personal data in its own capacity as a controller, including in respect of Account holders, website visitors, prospective customers and recipients of our marketing communications. The Privacy Notice is incorporated into these Terms by reference. Customer is responsible for making the Privacy Notice and any relevant information about Ardessa's processing available to its Authorised Users.
9.3 Data Processing Addendum. Our Data Processing Addendum (the "DPA") is available to Customer on written request to info@ardessa.com and is incorporated into these Terms by reference. The DPA governs Ardessa's processing of personal data on Customer's behalf when providing the Service and sets out: (a) the subject matter, duration, nature and purpose of the processing; (b) the types of personal data and categories of data subjects; (c) Ardessa's obligations as processor, including in relation to confidentiality, security, sub-processors, data subject requests, breach notification, audits, deletion and assistance with regulatory obligations; and (d) the basis for any international transfers of personal data, including, where required, the European Commission's Standard Contractual Clauses and the UK International Data Transfer Addendum. Where Customer requires a separately signed counterpart of the DPA, Ardessa will execute its standard form on request at no additional charge.
9.4 Sub-processors. Customer authorises Ardessa to engage sub-processors to process personal data on Customer's behalf in providing the Service, including hosting and infrastructure providers, AI model providers, analytics providers, customer support tools, communications providers and Integration partners. Ardessa maintains a current list of sub-processors, which is set out in the DPA and is available to Customer on written request to info@ardessa.com. Ardessa will give Customer at least thirty (30) days' advance notice of any new sub-processor. Customer may object on reasonable data-protection grounds within that thirty (30) day period by written notice to info@ardessa.com. If the Parties cannot agree a resolution (which may include alternative safeguards or an alternative sub-processor) within a further thirty (30) days, Customer may terminate the affected subscription on written notice and, in respect of any prepaid fees attributable to the period from the effective date of termination, will receive a pro-rata refund.
9.5 International Transfers. Ardessa primarily hosts production Customer Data in the European Union (currently Amazon Web Services, region eu-west-1, Dublin). Where personal data is transferred outside the European Economic Area, the United Kingdom, Switzerland or any other jurisdiction with applicable data protection laws, Ardessa will rely on appropriate safeguards, including the European Commission's Standard Contractual Clauses, the UK International Data Transfer Addendum or equivalent transfer mechanisms.
9.6 Security. Ardessa maintains a documented information security programme with organisational and technical measures designed to protect Customer Data against unauthorised access, loss, alteration and disclosure. These measures include role-based access controls, multi-factor authentication for administrative access, encryption of Customer Data in transit and at rest, network segmentation, logging and monitoring, vulnerability management, secure software development practices, vendor due diligence and personnel security training. Ardessa is working towards SOC 2 Type II and ISO/IEC 27001 certification, in each case with a target completion date of 30 July 2026, and will make summary information about its information security programme available on request, subject to confidentiality.
9.7 Personal Data Breach Notification. Ardessa will notify Customer without undue delay (and in any event within the timeframe required by applicable law and the DPA) on becoming aware of a personal data breach affecting Customer Data, and will provide Customer with the information it reasonably needs to comply with its own notification obligations to regulators and data subjects.
9.8 Data Subject Rights. Ardessa will provide Customer with reasonable assistance, taking into account the nature of the processing and the information available to Ardessa, to enable Customer to respond to requests from data subjects exercising their rights under applicable data protection laws. Customer is responsible for responding to data subject requests in the first instance.
9.9 Audits. Ardessa will make available to Customer, on reasonable request and subject to confidentiality, information necessary to demonstrate compliance with its obligations under the DPA, including its most recent independent third-party audit reports and security questionnaires.
9.10 Customer Responsibilities. Customer is responsible for: (a) the lawfulness of its instructions to Ardessa and the lawful basis on which it makes personal data available through the Service; (b) ensuring that appropriate notices and consents are in place in respect of personal data processed through the Service, including data of Authorised Users, prospects, investors and contacts; (c) configuring the Service, including its Integrations, analytics and session-recording features, in a manner consistent with Customer's data protection obligations; and (d) maintaining its own records of processing as required by applicable law.
9.11 Business Continuity and Disaster Recovery. Ardessa maintains, tests at least annually and makes available to Customer on reasonable written request a written business continuity and disaster recovery plan covering the Service. Ardessa's targets are a recovery time objective (RTO) of twenty-four (24) hours and a recovery point objective (RPO) of twenty-four (24) hours in respect of production Customer Data, subject to the more detailed terms set out in the DPA.
9.12 Conflict. In the event of any conflict between these Terms and the DPA in respect of the processing of personal data on Customer's behalf, the DPA prevails.
10. Third-Party Data and Services
10.1 The Service incorporates and surfaces data, content and functionality from third-party providers, including our data partners (for example, Nasdaq eVestment and other licensed data sources), AI model providers, hosting providers, analytics providers and Integration partners.
10.2 Third-party data is provided "as is" and is subject to the terms, accuracy limitations and availability of the relevant third-party provider. Ardessa does not warrant the accuracy, completeness or continued availability of third-party data, and reserves the right to add, remove or substitute third-party sources at any time.
10.3 Customer must not use third-party data accessed through the Service in a manner that breaches Ardessa's agreements with its data partners, including by redistributing, reselling, screen-scraping or building competing datasets.
11. Product Analytics and Monitoring
11.1 To operate, secure, debug and improve the Service, Ardessa collects telemetry, product analytics and session data about how the Service is used. This includes information such as pages visited, features used, clicks, performance and error data, session recordings of user interactions with the Service interface, device, browser and IP address, and information about Authorised Users' Accounts.
11.2 We use third-party analytics tools to collect and process this information, including PostHog. By using the Service, Customer acknowledges and consents to this collection and processing for the purposes described in these Terms and in our Privacy Notice.
11.3 Customer is responsible for informing its Authorised Users about Ardessa's collection of product analytics and any session recording, and for ensuring that any consents required under applicable law (including cookie and ePrivacy laws) are obtained from those users.
11.4 We may monitor use of the Service to detect security incidents, fraud, abuse, breaches of these Terms and breaches of applicable law, and to enforce our rights. We may take action including suspending Accounts and removing content where we reasonably consider it necessary to do so.
12. Acceptable Use
You must not, and must not permit any Authorised User or third party to:
- use the Service in breach of applicable law, regulation, sanctions or third-party rights;
- use the Service to engage in market manipulation, insider dealing, market abuse, harassment, defamation or any other unlawful activity;
- upload to the Service any content that is unlawful, infringing, defamatory, obscene, malicious or that you do not have the right to upload;
- introduce to the Service any malware, virus or other harmful code, or attempt to gain unauthorised access to the Service, any Ardessa system or any other user's data;
- reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, model weights, prompts or architecture of the Service, except to the extent expressly permitted by applicable law;
- use the Service to develop, train or benchmark any competing product, service or model, or to scrape, harvest or extract data from the Service other than in the ordinary course of authorised use;
- resell, sublicense, lease or otherwise make the Service available to any third party, except to Authorised Users in accordance with these Terms;
- remove, alter or obscure any proprietary notice or attribution displayed in the Service or any Output; or
- use any automated means (including bots, scrapers or crawlers) to access the Service except through documented APIs and within the rate limits we publish.
12.1 Ardessa may suspend or terminate access to the Service immediately, without liability, if it reasonably believes that Customer or any Authorised User has breached this Section 12. Suspension is further governed by Section 13.
13. Suspension of Service
13.1 In addition to its rights of termination, Ardessa may suspend Customer's, any Authorised User's or any individual Account's access to the Service, in whole or in part, immediately and without prior notice, where it reasonably considers it necessary to: (a) protect the Service or its users from a security incident, suspected fraud, malicious activity or denial of service; (b) comply with applicable law or a request from a regulator, law enforcement agency or court; (c) address a material breach of Section 8 (Customer Data and Integrations), Section 9 (Data Protection, Privacy Notice and Data Processing Addendum), Section 12 (Acceptable Use) or Section 17 (Compliance with Laws, Sanctions and Anti-Bribery); (d) prevent material harm to Ardessa, its data partners or any third party; or (e) respond to non-payment of any undisputed sum after the notice period set out in Section 16 (Fees and Payment).
13.2 Where reasonably practicable, Ardessa will notify Customer of any suspension and the reasons for it, and will restore access promptly once the underlying circumstances are resolved.
13.3 Suspension under this Section does not entitle Customer to a refund or credit and does not relieve Customer of any payment obligation under these Terms.
14. Intellectual Property
14.1 As between the parties, Ardessa and its licensors own all right, title and interest in and to the Service, the Site, the Documentation, the underlying models, software, algorithms, designs, trade marks, logos, prompts and methodologies, and all related intellectual property rights. Except for the limited rights expressly granted to Customer in these Terms, no rights are granted to Customer in or to the Service or any related materials, by implication, estoppel or otherwise.
14.2 Subject to these Terms, Ardessa grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the term to access and use the Service, and to use Outputs, solely for Customer's internal business purposes.
14.3 As between the parties, and to the extent capable of protection by intellectual property rights, Outputs generated for Customer are owned by Customer once produced, subject to Ardessa's and its licensors' underlying rights in the Service and any third-party data incorporated in those Outputs. Customer acknowledges that similar or identical Outputs may be generated for other users and that Ardessa retains the right to continue to operate the Service.
14.4 If Customer provides feedback, suggestions or ideas about the Service, Customer grants Ardessa a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use that feedback for any purpose without restriction or obligation to Customer.
15. Open Source Components
15.1 The Service may incorporate open-source software components made available under their respective open-source licences. A list of material open-source components, with their applicable licences, is available on request.
15.2 Nothing in these Terms restricts, conditions or modifies Customer's rights under any open-source licence applicable to an open-source component. To the extent of any conflict between these Terms and an open-source licence in respect of a particular open-source component, the open-source licence prevails for that component only.
16. Fees and Payment
16.1 Unless agreed otherwise in an order form or written agreement, fees for the Service are as set out on the Site or in the in-product subscription flow at the time of purchase.
16.2 All fees are exclusive of VAT and other applicable taxes, which Customer is responsible for paying. Fees are non-refundable except where required by law or expressly stated in these Terms.
16.3 Subscriptions renew automatically for successive terms at the then-current rate unless cancelled in accordance with the cancellation process described on the Site or in the relevant order form. We may change our fees on renewal by giving at least 30 days' prior notice.
16.4 If any undisputed amount is overdue, we may suspend access to the Service in accordance with Section 13 (Suspension of Service) after giving reasonable notice and charge interest on overdue amounts at the rate provided by the European Communities (Late Payment in Commercial Transactions) Regulations 2012, or any successor or equivalent legislation.
17. Compliance with Laws, Sanctions and Anti-Bribery
17.1 Each party will comply with all laws applicable to its performance of these Terms, including data protection, consumer protection, anti-money-laundering, anti-bribery and anti-corruption laws (including the Criminal Justice (Corruption Offences) Act 2018, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, as applicable).
17.2 Sanctions and Export Controls. Each Party warrants and undertakes that: (a) it is not, and none of its officers, directors, controlling shareholders or beneficial owners is, the subject of any sanctions administered by the United Nations, the European Union, the United States Department of the Treasury's Office of Foreign Assets Control (OFAC), the United Kingdom or any other competent sanctions authority; (b) it will not perform or receive the Service from, or for the benefit of any person located in or organised under the laws of, any country or territory subject to comprehensive sanctions; (c) it will not provide access to the Service to any person identified in paragraph (a); and (d) it will not use, provide or receive the Service in breach of applicable export controls or trade sanctions, or in a manner that would put the other Party or its data partners in breach of those laws.
17.3 Anti-Bribery. Neither party will offer, give, request, accept or receive any bribe, facilitation payment or other improper financial or non-financial advantage in connection with these Terms or the Service.
17.4 Breach of this Section 17 is a material breach incapable of remedy for the purposes of Section 21 (Term and Termination) and entitles the non-breaching party to terminate these Terms immediately on written notice.
18. Warranties and Disclaimers
18.1 Each party warrants that it has the legal capacity and authority to enter into these Terms.
18.2 To the maximum extent permitted by law, the Service, the Site, all Outputs and all third-party data are provided on an "as is" and "as available" basis. Ardessa expressly disclaims all warranties, conditions and representations of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, completeness, non-infringement and quiet enjoyment.
18.3 Without limiting Section 18.2, Ardessa does not warrant that: (a) the Service will be uninterrupted, secure or error-free; (b) any Output will be accurate, complete, current, reliable or suitable for any particular purpose; (c) the Service will meet Customer's requirements or expectations; or (d) defects will be corrected.
18.4 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.
19. Limitation of Liability
19.1 To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, opportunity, capital raised or not raised, value of investor relationships, or data, arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), under statute or otherwise, even if advised of the possibility of such damages.
19.2 Subject to Sections 19.3 and 19.5, each Party's total aggregate liability arising out of or in connection with these Terms or the Service, in any 12-month period, is limited to the greater of: (a) one hundred and fifty per cent (150%) of the total fees paid or payable by Customer to Ardessa under these Terms in the 12 months immediately preceding the first event giving rise to the liability; and (b) twenty-five thousand euro (€25,000).
19.3 Nothing in this Section 19 limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) Customer's payment obligations under Section 16; (d) Customer's breach of Section 12 (Acceptable Use), Section 14 (Intellectual Property) or Section 17 (Compliance with Laws, Sanctions and Anti-Bribery); or (e) any other liability that cannot be excluded or limited under applicable law.
19.4 Customer acknowledges that the Service is offered at the prices set by Ardessa in reliance on the limitations of liability in these Terms, that those limitations reflect the allocation of risk between the parties, and that they would not be commercially reasonable absent those limitations.
19.5 Super-Cap for Data and Confidentiality Breach. Notwithstanding Section 19.2, in respect of Ardessa's breach of Section 8.5 (No Training Without Consent), Section 9 (Data Protection, Privacy Notice and Data Processing Addendum) or Section 22 (Confidentiality), Ardessa's total aggregate liability in any 12-month period is limited to the greater of: (a) three times (3x) the total fees paid or payable by Customer to Ardessa under these Terms in the 12 months immediately preceding the first event giving rise to the liability; and (b) two hundred and fifty thousand euro (€250,000). This Section 19.5 is in addition to, and prevails over, Section 19.2 in respect of the matters it addresses.
20. Indemnification
20.1 Customer will defend, indemnify and hold harmless Ardessa, its affiliates and their respective officers, directors, employees and agents from and against all third-party claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) Customer Data, including any allegation that Customer Data infringes or misappropriates the rights of any third party or breaches applicable law; (b) Customer's or any Authorised User's use of the Service in breach of these Terms; (c) Customer's breach of Section 8 (Customer Data and Integrations), Section 9 (Data Protection, Privacy Notice and Data Processing Addendum), Section 12 (Acceptable Use) or Section 17 (Compliance with Laws, Sanctions and Anti-Bribery); or (d) any reliance by Customer or a third party on an Output.
21. Term and Termination
21.1 These Terms apply from the date Customer first accesses the Service and continue until terminated in accordance with this Section 21.
21.2 Either party may terminate these Terms for convenience by giving 30 days' written notice to the other party, except that (a) Ardessa may terminate any Trial for convenience at any time; and (b) where Customer has a subscription with a committed term set out in an order form, neither party may terminate that subscription for convenience during its committed term, but either party may terminate it on no less than 30 days' written notice with effect from the end of the then-current committed term. For the avoidance of doubt, and consistent with Section 2.3, the terms of any signed order form prevail over this Section 21.2 to the extent of any conflict.
21.3 Either party may terminate these Terms immediately on written notice if the other party: (a) commits a material breach of these Terms that is incapable of remedy, or is capable of remedy and has not been remedied within 14 days of written notice; or (b) becomes insolvent, enters administration, has a receiver appointed or is the subject of a winding-up petition.
21.4 On termination or expiry: (a) Customer's right to access the Service ends; (b) Customer must pay all outstanding fees; (c) each party must return or delete the other party's confidential information on request, subject to its retention obligations under applicable law; and (d) Sections that by their nature should survive termination (including Sections 7, 8.1, 8.5, 9, 14, 15, 17, 18, 19, 20, 21.4, 22, 24 and 25) will survive.
22. Confidentiality
22.1 "Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given its nature and the circumstances. Customer Data is Confidential Information of Customer. The Service, including its features, pricing, technical architecture and Documentation, is Confidential Information of Ardessa.
22.2 Each party will use the other party's Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms, will protect it with at least the same degree of care it uses to protect its own confidential information of like importance (and in any event a reasonable degree of care), and will disclose it only to its personnel, contractors and advisers who have a need to know and are bound by confidentiality obligations at least as protective as these.
22.3 Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party without confidentiality obligations before disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party.
22.4 A party may disclose Confidential Information to the extent required by law, court order or regulator, provided that, where lawful and reasonably practicable, it gives the other party advance notice and an opportunity to seek a protective order.
23. Marketing and Customer References
23.1 Ardessa will identify Customer as a customer of Ardessa, including by reference to Customer's name and logo, only with Customer's prior written consent (such consent to be given by an authorised representative of Customer, including via email to info@ardessa.com). Where Customer has given such consent, Ardessa may use Customer's name and logo on the Site, in pitch materials, in investor and partner communications, in press releases and in similar promotional materials, in each case in a manner that is consistent with Customer's published trade-mark or brand guidelines where available to Ardessa.
23.2 Customer may withdraw any consent given under Section 23.1 at any time by giving written notice to info@ardessa.com. On receipt of such notice, Ardessa will remove the relevant materials from active publication within a reasonable period, recognising that historical press releases, archived materials and materials already distributed may continue to be accessible.
23.3 Any case study, joint announcement or quoted statement attributable to a named individual at Customer requires Customer's prior written consent, such consent not to be unreasonably withheld or delayed.
24. Governing Law and Disputes
24.1 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by the laws of Ireland.
24.2 The courts of Ireland have exclusive jurisdiction to settle any such dispute or claim, except that Ardessa may bring proceedings to protect its intellectual property rights or to enforce a judgment in any court of competent jurisdiction.
24.3 Equitable Relief. Each party acknowledges that breach of Section 12 (Acceptable Use), Section 14 (Intellectual Property) or Section 22 (Confidentiality) may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching party is entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, in addition to any other remedies available, without the need to post bond or other security.
25. General
25.1 Entire Agreement. These Terms, together with any order form, Data Processing Addendum, Privacy Notice and other documents incorporated by reference, constitute the entire agreement between the parties relating to the Service and supersede any prior agreements or understandings.
25.2 Assignment. Customer may not assign or transfer these Terms without our prior written consent. Ardessa may assign or transfer these Terms in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets, on written notice to Customer.
25.3 Subcontractors. Ardessa may use subcontractors and sub-processors (including hosting providers, AI model providers and analytics providers) to perform any of its obligations. Ardessa remains responsible for their acts and omissions.
25.4 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations, obligations under Section 9 (Data Protection, Privacy Notice and Data Processing Addendum) and obligations under Section 22 (Confidentiality)) caused by events beyond its reasonable control, including acts of God, war, civil unrest, strikes, internet or telecommunications failures, cyber attacks and acts of government. The party affected by a force majeure event will give the other party prompt written notice and use reasonable efforts to mitigate its impact, and the other party may terminate the affected subscription on written notice if the event continues for more than thirty (30) consecutive days.
25.5 No Waiver. A failure or delay in exercising any right under these Terms is not a waiver of that right.
25.6 Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
25.7 No Partnership. Nothing in these Terms creates any partnership, joint venture, agency or employment relationship between the parties.
25.8 Notices. Legal notices to Ardessa must be sent in writing to info@ardessa.com, copied to our registered office. Notices to Customer may be sent to the email address on its Account or, where appropriate, given by in-product notification.
25.9 Third-Party Rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act or any equivalent legislation to enforce any provision of these Terms.
25.10 Headings. Headings are for convenience only and do not affect interpretation.
26. Contact Us
Ardessa Limited
Registered in Ireland, company number 792794
Registered office: Coorloum East, Coomhola, Ballylickey, Bantry, Co. Cork, Ireland
Email: info@ardessa.com
Website: ardessa.com
— End of Terms of Service —