Terms & Conditions

Terms & conditions

Last updated: February 2026

Terms & conditions

These Terms & conditions (“Terms”), together with the Order Form, (together the “Agreement”) govern your subscription to and use of the ADA software-as-a-service platform (“ADA” or the “Services”) provided by Due Diligence Design UK Ltd & Due Diligence Design SAS (“DDD,” “we,” “our,” or “us”). By signing the Order Form b or otherwise entering into this Agreement, you agree to be bound by these Terms.

In the event of any conflict between these Terms and the Order Form, then the Order Form shall prevail to the extent of such conflicts only.

1. Definitions

“Authorised Users” means your employees, agents and/or independent contractors who are authorised to use ADA.
“Customer Data” is all data, content, information submitted or uploaded by you/on your behalf into ADA.
“Documentation” means the user guides, technical specifications, knowledge base articles, and other materials describing ADA that are provided or made available by DDD, as updated from time to time.
“Subscription Fees” means the subscription fees payable by you to DDD for the User Subscriptions, as specified in the Order Form.
“Subscription Term” means the period of your active, paid subscription to ADA, being the Initial Subscription Term and any Renewal Term(s) as set out in your Order Form or subscription confirmation.
“User Subscriptions” means the number of user subscriptions purchased by you (as specified in the Order Form), which entitle Authorised Users to access and use ADA in accordance with this Agreement.

2. Purpose & access to the services

DDD provides ADA as a subscription service.

Subject to the terms of this Agreement (including but not limited to the payment of the Subscription Fees), DDD grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use, and permit Authorised Users to access and use, ADA and the Documentation during the Subscription Term only for your internal business purposes.

In relation to Authorised Users, you undertake that:

the maximum number of Authorised Users that you authorise to access and use ADA and the Documentation shall not exceed the number of User Subscriptions you purchased;
you will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use ADA and the Documentation;
each Authorised User shall keep a secure password for their use of ADA, which shall be kept confidential;
you shall permit DDD or DDD’s designated auditor, on reasonable prior notice, to audit the Services in order to establish the name and password of each Authorised User and your processing facilities to audit compliance with this Agreement;
if any of the audits referred to in clause 2.3.d. reveal that any password has been provided to any individual who is not an Authorised User then, without prejudice to DDD’s other rights, you shall promptly disable such password and you shall not issue any new passwords to any such individual; and
if any of the audits referred to in clause 2.3.d. reveal that you have underpaid Subscription Fees then, without prejudice to DDD’s other rights, you shall pay to DDD an amount equal to such underpayment.

You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, ADA and the Documentation and, in the event of such unauthorised access or use, promptly notify DDD.

Should you wish to purchase additional User Subscriptions during the Subscription Term, you shall notify DDD in writing. DDD shall evaluate such request and respond to you with approval or rejection of the request and, if approved, details of the additional Subscription Fees payable for the requested additional User Subscriptions. DDD shall activate the additional User Subscriptions upon receipt in cleared funds of the additional Subscription Fees.

3. Licence & use restrictions

DDD hereby grants to the Customer a non-exclusive, limited, royalty-free, non-transferable and revocable licence for the Subscription Term to (a) use and access the Services and (b) sub-license Authorised Users to use and access the Services, in each case solely for the Customer’s internal business purposes.
You shall not (and you procure that your Authorised Users shall not):

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of ADA or the Documentation in any form or media or by any means. This includes not, at any time, using or permitting the use of any of the Documentation, Services or products of the Services (in whole or in part) in connection with any artificial intelligence system, large language model, machine learning algorithm or similar technology, including but not limited to training, fine-tuning, benchmarking or otherwise incorporating the Documentation, Services and/or products of the Services into such systems. This restriction applies regardless of whether the system is proprietary, open-source or operated by a third party. You further shall not (and procure that Authorised Users shall not) disclose, upload or otherwise make available any Documentation, Services or products of the Services to any platform or tool that may use such content for model training, inference or data processing purposes;
sublicense, resell, otherwise commercially exploit or make ADA and the Documentation available to any third party (except Authorised Users);
use ADA and/or the Documentation to develop competing products or services;
reverse engineer, decompile, or attempt to access the underlying source code;
introduce or permit the introduction of any virus or vulnerability into ADA; or
use ADA in violation of applicable laws.

Notwithstanding clause 3.2, any derivative works, modifications, or improvements created in connection with ADA remain the sole property of DDD. You hereby assign all such rights to DDD and agree to execute any documents necessary to perfect DDD’s ownership.

No Scraping or Unauthorised Automated Extraction. The Customer shall not (and shall not permit any third party to) use any automated system, software, or process — including bots, spiders, crawlers, or scrapers — to access, extract, download, copy, or otherwise harvest any part of ADA, except to the extent expressly permitted by DDD through authorised APIs or integrations. Automated access not expressly authorised by DDD constitutes a material breach of this Agreement and entitles DDD to suspend or terminate access to the Services immediately.

4. Your obligations

You shall:

provide DDD with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by DDD in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
carry out all of your obligations in a timely and efficient manner;
ensure that the Authorised Users use the Services and the Documentation in accordance with the terms of this Agreement and you shall be responsible for any Authorised User’s breach of this Agreement;
obtain and maintain all necessary licences, consents and permissions necessary for DDD to perform its obligations under this Agreement;
ensure that its network and systems comply with any relevant specifications provided by DDD from time to time;
be solely responsible for procuring, maintaining and securing its network connections, and for any problem, condition, delay, delivery failure and other loss or damage arising from or relating to your network connections or caused by the internet; and
comply with all applicable laws.

You shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

5. Fees & payment terms

You shall pay the Subscription Fees to DDD for the User Subscriptions as specified in the Order Form.

DDD shall invoice you in accordance with the payment terms set out in the Order Form.

If DDD has not received payment by the due date, and without prejudice to any other rights and remedies of DDD:

DDD may, without liability to you, disable your and the Authorised Users’ access to ADA and DDD shall be under no obligation to provide any or all of the Services while the invoices concerned remain unpaid; and
DDD may claim interest and statutory compensation from you pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

All amounts and fees payable under this Agreement shall be payable in the currency specified in the Order Form, are non-cancellable and non-refundable and are exclusive of value added tax.

DDD reserves the right to adjust the Subscription Fees and any other applicable fees annually, reflecting an increase of the higher of 3% or the percentage increase in the CPI in the preceding 12-month period (the “Standard Cap”). In order to ensure the sustained quality and enhancement of the Services and to account for market dynamics and any regulatory requirements. DDD shall also be entitled to increase at any time the Subscription Fees above the Standard Cap, upon 90 days’ prior notice to you.

6. Confidentiality

Each party (“Receiving Party”) may receive confidential or proprietary information of the other party (“Disclosing Party”) in connection with this Agreement (“Confidential Information”).

The Receiving Party shall keep the Disclosing Party’s Confidential Information secret and confidential and agrees to:

Protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information (but not less than reasonable care);
Use Confidential Information solely for the purpose of performing its rights and obligations under this Agreement; and
Not disclose Confidential Information to third parties except as permitted by this Agreement or required by law.

For clarity:

Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these Terms are granted to the other party;
All non-public information about ADA disclosed by DDD, including but not limited to system designs, technical documentation, methodologies, and unreleased features, constitutes, without limitation, DDD’s Confidential Information;
Reports and other materials generated by ADA may be used internally by you for your own business purposes but may not be reproduced, distributed, or shared outside of your organisation without DDD’s prior written consent; and
Upon termination of this Agreement, the Receiving Party must return or securely destroy all Confidential Information of the Disclosing Party (other than any data the Receiving Party is required to retain under applicable law (which may include part of the Customer Data) and, upon request, certify such destruction in writing.

Confidentiality obligations survive for five (5) years after termination.

7. Intellectual property

ADA IP
ADA, including its software, features, design, methodology, look and feel, user interface, Documentation, and underlying know-how (together the “ADA IP”), is the exclusive property of DDD. Nothing in this Agreement transfers any ownership rights in the ADA IP to you.

Source database
The selection, arrangement, structure, and organisation of reports, indices, and other sources within ADA (the “Source Database”) is the property of DDD. You may not extract, copy, reproduce, disclose, or use the Source Database, in whole or in part, including for the purpose of creating or providing a competing product or service, or for any purpose outside your authorised internal business use of ADA.

Customer data
You retain all rights in your Customer Data. You grant DDD a non-exclusive, royalty-free, worldwide, sublicensable licence, during the Subscription Term, to process Customer Data solely to provide the Services. You confirm that you have all rights in relation to the Customer Data (including any personal data) that are necessary to share such data and grant all the rights you purport to grant under these Terms.

Reports
You may use reports and outputs generated by ADA internally for your business purposes. Such reports may not be distributed, sublicensed, or otherwise shared with any third party without DDD’s prior written consent. DDD retains all rights in the underlying technology, methodologies, and intellectual property embodied in such reports.

Feedback & improvements
Any improvements, suggestions, or feedback you provide may be used by DDD without restriction, and all rights in such improvements belong solely to DDD. If any rights in or to the ADA IP, the Source Database, derivative works, improvements, or related intellectual property are deemed to vest in you, you hereby irrevocably assign all such rights to DDD and agree to execute documents necessary to perfect DDD’s ownership.

8. Services warranties & disclaimers

Services
DDD shall, during the Subscription Term, provide the Services and make available the Documentation to you on and subject to the terms of this Agreement. DDD shall use commercially reasonable endeavours to make the Services available at all times during the Subscription Term (except for planned maintenance and any unscheduled maintenance). DDD however does not warrant that your use of the Services will be uninterrupted or error-free.

Limited warranty
DDD warrants that the Services will perform materially in accordance with the Documentation and that the Services will be provided using reasonable skill and care.

If the Services do not conform with the terms of clause 8.2.a., DDD will use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of the warranty set out in clause 8.2.a.

This clause 8.2. shall not apply to the extent of any non-conformance caused by any party other than DDD.

Disclaimer
Except as expressly stated, ADA is provided “as is.” DDD disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement (including without limitation in respect of any citations to external sources that may be included within the Services). DDD is not responsible for any delays or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that ADA and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9. Liability

Exclusions
Except as expressly provided in these Terms: (i) you assume sole responsibility for results obtained from your use of the Services and Documentation and for conclusions drawn from such use. DDD shall have no liability for any damage caused by errors or omissions in any Customer Data, information or instructions you provide to DDD in connection with the Services; and (ii) all warranties, representations, conditions and all other terms of any kind implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

Neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, loss of profits, loss of business, depletion of goodwill and/or similar losses or business interruption, even if advised of the possibility of such damages.

Data loss
DDD shall not be liable for any loss of data.
Cap. DDD’s total aggregate liability under this Agreement for all claims shall not exceed the fees you paid to DDD in the twelve (12) months immediately preceding the first occurrence of the default(s) leading to the claim (or leading to the first claim, if more than one claim is raised).

Carve-outs
Nothing in this Agreement excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, breach of data protection laws to the extent such liability cannot lawfully be excluded, or any other liability that cannot be excluded under applicable law.

10. Data & privacy

Security
DDD will comply with all applicable requirements of the applicable data protection and privacy legislation in force from time to time in the UK (“Data Protection Laws”), including by implementing appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage. This clause 10 is in addition to, and does not relieve, remove or replace DDD’s obligations or rights under the Data Protection Laws.Privacy Policy. DDD’s processing of personal data is further described in its Privacy Policy (available at https://adaengine.com/privacy), which is incorporated into this Agreement by reference.

Data processing agreement
Where DDD processes personal data on behalf of the Customer, the Data Processing Agreement attached to these Terms as Schedule 1 (the “DPA”) shall apply. The DPA forms an integral part of this Agreement and sets out the obligations of the Parties with respect to the processing of personal data. In the event of any conflict between this Agreement and the DPA regarding the processing of personal data, the DPA shall prevail.

11. Term & termination

Term
This Agreement begins on the Subscription Start Date (as specified in the Order Form) and continues for the Initial Subscription Term and, thereafter, unless terminated earlier, shall continue for the Renewal Term(s) unless and until terminated in accordance with this clause 11.

Termination without cause
Either party may terminate this Agreement by giving the other no less than 90 days’ prior written notice that it wishes to terminate, with the earliest such notice may take effect being the end of the Initial Subscription Term.

Termination for breach
Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice.

Termination for insolvency
Either party may terminate immediately if the other party becomes insolvent, enters liquidation, or ceases to do business.

Effect of termination
Upon termination or expiry of this Agreement:

your access to ADA will cease and all licences granted under this Agreement for the duration of the Subscription Term shall terminate;
each party shall return and make no further use of any property (including any Documentation and all copies of them) belonging to the other party;
within thirty (30) days, DDD will, at your request, return or delete your Customer Data (except in respect of any Customer Data DDD may be required to retain longer by law);
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.

Survival
Sections on Confidentiality, Intellectual Property, Liability, Data & Privacy, and Governing Law will survive termination.

Force majeure
Neither party shall be in breach of this Agreement or otherwise liable for any delay or failure in the performance of its obligations (other than any payment obligations) for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.

12. General

Relationship of the parties: Nothing in this Agreement creates a partnership, joint venture, or agency.

Assignment: You may not assign your rights or obligations without DDD’s prior written consent.

Notices: Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to the email addresses specified in the Order Form (as may be updated in writing between the parties from time to time). Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action.

Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.
No Waiver: A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
Third Party Rights: This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

Governing law & jurisdiction: This Agreement shall be governed by the laws of England & Wales. The courts of England & Wales shall have exclusive jurisdiction over any disputes.