Platform Terms of Use
1. Definitions
"Customer Data" means documents, files and other materials uploaded to the Services by or on behalf of the Customer or by any person it invites, and prompts, instructions and queries submitted to them. "Annotations" means comments, notes, tasks, questions, corrections, risk gradings, priority settings and the reasons given for them, and other material created within the Services by the Customer, its Users or persons it invites. "Output" means the results the Services generate. "Customer Content" means Customer Data, Annotations and Output together. "Anonymised Data" means information derived from Customer Content that has been processed so that no living individual, Customer, User, counterparty or transaction is identified or reasonably identifiable, directly or indirectly, taking account of the information and means reasonably likely to be available to Veridue or to any person to whom the information is disclosed. Anonymised Data does not include pseudonymised personal data. "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where control means holding more than 50% of the voting rights or the power to direct its management. "Services" means the Veridue platform described in the Order Form. "User" means an individual authorised by the Customer to access the Services under the Customer’s account.
2. The Services
2.1 Access. Veridue grants the Customer a non-exclusive, non-transferable right for its Users to access the Services for its internal business purposes during the subscription term. The Services do not include modules, features or services not described in the Order Form.
2.2 Standard of service. Veridue will provide the Services with reasonable skill and care.
2.3 Restrictions. The Customer will not reverse engineer the Services, use Output to develop or train a competing product or model, or use the Services other than in accordance with the Acceptable Use Policy.
2.4 Customer responsibilities. The Customer is responsible for its Users and warrants that, in respect of Customer Data uploaded by the Customer, its Users or persons acting on its behalf, it has the rights necessary to upload that Customer Data and to permit Veridue to process it under this Agreement. This warranty does not apply to material uploaded directly by an independent counterparty acting on its own behalf. The Customer will ensure that its Users comply with those provisions of this Agreement capable of applying to them, including clauses 2.1, 2.3, 2.7, 2.13, 4.1 and 8.1, and with the Acceptable Use Policy.
2.5 Scope. Veridue has no obligation to deliver a complete due diligence report, or any particular finding, on any specific project. Usage volumes are governed by the Order Form and the Acceptable Use Policy.
2.6 Non-exclusivity. Nothing restricts Veridue from providing the same or similar services to any other person, including the Customer’s competitors.
2.7 User licences. Where the Order Form specifies a number of named Users, each User licence is individual and may not be shared with or used by anyone else. A licence may be reassigned only where a User leaves the Customer’s organisation or ceases to be authorised, and not on a temporary or rotating basis.
2.8 Affiliates. Where the Order Form permits, or where the Customer subscribes online, the Customer’s affiliates may use the Services. The Customer is responsible for their use as if it were its own. The limitations of liability in clause 8.4 apply in aggregate across the Customer and all its affiliates, and only the Customer may bring a claim under this Agreement.
2.9 Invited users and counterparties. The Services allow the Customer to invite third parties into a data room or project. Where an invited person acts for the Customer, including its advisers, the Customer will ensure that person complies with the provisions identified in clause 2.4 and with the Acceptable Use Policy, and is responsible for their acts and omissions as if they were its own. Where an invited person is, or acts for, a counterparty, the Customer is responsible only for the decision to invite that person and for the scope of access it grants. Every invited person is bound directly by the Acceptable Use Policy and by any confidentiality acknowledgment presented on access. Veridue is not liable for the acts or omissions of an invited person who is not a User under the Customer’s account.
2.10 Beta features. Veridue may offer features on a preview, beta or early access basis. These are optional, are provided as is, and are excluded from the warranties in clause 8 so far as availability and functionality are concerned. Veridue may modify or discontinue them at any time. Veridue’s obligations under clauses 3, 4 and 5 apply to beta features in full.
2.11 Changes to the Services. Veridue may modify, improve or correct the Services, including removing features, provided it does not materially reduce their overall functionality during the subscription term.
2.12 Suspension. Veridue may suspend access on notice where the Customer or a User breaches clause 2.3 or the Acceptable Use Policy, or where suspension is necessary to protect the Services or another customer’s data, and may terminate under clause 7.2 if the breach is not remedied.
2.13 Sanctions. The Customer will not access or use the Services from, or on behalf of any person in, a country or territory subject to comprehensive trade sanctions, and warrants that it is not a person with whom dealing is prohibited under applicable sanctions laws.
2.14 Both sides of a transaction.Veridue may provide the Services to more than one party to the same transaction, including a seller and a prospective buyer. Where it does so, Veridue will keep each party’s Customer Content separate and will not disclose it to the other except as that party directs through the Services. Each party acknowledges and consents to that arrangement, and clause 3.8 applies.
2.15 Use without an Order Form. Where the Customer uses the Services without an Order Form, whether by subscribing online or by accepting an invitation, and is not a User of a Customer that has entered into an Order Form, references in this Agreement to the Order Form are to the plan description published on Veridue’s website from time to time, which sets out the Services, any included allowance and any usage limits. The Agreement takes effect when the Customer accepts these terms online and continues until either party terminates on 30 days’ notice. No fees are payable. Notices to the Customer go to the email address on its account. For the purposes of clause 8.4, each party’s total liability is limited to £10,000. This clause ceases to apply if the Customer enters into an Order Form.
3. Data, intellectual property and model use
3.1 Ownership. As between Veridue and the Customer, the Customer retains all rights it holds in Customer Data. Nothing in this Agreement transfers to the Customer any right in documents or other material uploaded by an invited person acting on its own behalf. Veridue owns the Services and all underlying software, models and technology, including the Veridue ontology, risk taxonomies, checklists, information request lists, prompts, scoring methodologies and know-how (together the "Veridue Methodology"), and all rights not expressly granted to the Customer are reserved.
3.2 Licence. The Customer grants Veridue a non-exclusive, worldwide, royalty-free licence during the subscription term to host, process, store, transmit, display and otherwise use Customer Content, to the extent of the rights it holds, solely to provide, secure, maintain, support and troubleshoot the Services, to comply with the Customer’s documented instructions and applicable law, and to create Anonymised Data in accordance with this Agreement. The licence continues after the subscription term only to the extent necessary to give effect to clauses 3.6, 7.3 and 7.4. Veridue will not disclose or display Customer Content to any other customer or to any other person, other than those the Customer has authorised and those permitted by clause 3.5.
3.3 Output. To the extent any rights subsist in Output and are capable of assignment, Veridue assigns them to the Customer, subject to the licence above. The assignment does not extend to the Veridue Methodology reflected in any Output, which remains Veridue’s property. No licence to the Veridue Methodology is granted, other than the right to use it as it appears within Output for the purposes for which that Output was provided. Nothing in this Agreement restricts Veridue’s use of its general knowledge, skills, methods and techniques.
3.4 Models. Veridue will not use Customer Content to train or fine-tune any AI model, and will require any model provider processing Customer Content on Veridue’s behalf to do the same.
3.5 Access and review. Veridue personnel and, where identified in the Sub-processor List, its professional advisers may access Customer Content to provide the Services, including to review, verify and edit Output before delivery, and to assess the quality of the Services provided to the Customer. Access is limited to those with a need to know, is subject to written confidentiality obligations, and is logged.
3.6 Market data. Veridue may use Anonymised Data to analyse and improve the Services and to compile aggregate market statistics, including statistics relating to jurisdiction, technology, project stage and transaction value. Veridue will not publish or disclose a statistic if an individual transaction, party, Customer, price or commercially sensitive fact is identifiable or reasonably capable of being identified from it, alone or in combination with other information reasonably available to the recipient.
3.7 Feedback.Veridue may use without restriction any suggestions or evaluations about the Services voluntarily provided.
3.8 Similar and identical Output. The Customer acknowledges that inputs submitted to the Services may be identical or similar to those submitted by others, that Output may not be unique across customers, and that inputs submitted by, and Output generated for, other customers are not Customer Data, Output or Customer Content under this Agreement.
3.9 Restricted Projects and Restricted Content. The Customer may designate a project, or specified Customer Content within a project, as restricted in the Order Form or through the Services. Designating specified Customer Content as Restricted Content does not restrict other Customer Content in the same project. In respect of a Restricted Project or Restricted Content, Veridue will use Customer Content solely to provide the Services to the Customer, including as described in clause 3.5, and clause 3.6 does not apply to it. Veridue will delete the related Customer Content on termination or on the Customer’s written request. On request, Veridue will confirm the designation in writing in a form the Customer may provide to a counterparty.
3.10 Invited access. Where the Customer invites a person to access a project through the Services, Veridue may make the relevant Customer Content available to that person and may process it to provide services to that person, in each case to the extent and for the period the Customer permits, whether or not that person is also a customer of Veridue.
4. Confidentiality
4.1 Obligations. Each party will keep the other’s non-public information confidential and use it only for the purposes of these terms. Customer Content is the Customer’s Confidential Information. Nothing in this clause restricts Veridue’s use of Customer Content as permitted by clause 3.
4.2 Exceptions. These obligations do not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law or a regulator.
4.3 Residual knowledge. Nothing restricts Veridue personnel from using general ideas, concepts, know-how or techniques retained in unaided memory, provided this does not involve disclosure of the Customer’s Confidential Information.
4.4 Existing agreements. Where the parties signed a confidentiality agreement before the Effective Date, these terms control in respect of Customer Content and the Services, and the earlier agreement does not restrict Veridue’s rights under clause 3. The earlier agreement continues to apply to information disclosed outside the Services.
4.5 Scope. Confidential Information includes Customer Content, the Services, and the terms of this Agreement.
5. Data protection
5.1 Where Veridue processes personal data in Customer Data it does so as processor. The Data Processing Agreement governs that processing. Veridue may engage sub-processors, including model providers, as listed in the Sub-processor List. Veridue will give the Customer at least 30 days’ notice before adding or replacing a sub-processor that processes Customer Content. The Customer may object on reasonable data protection grounds, and if the parties cannot resolve the objection within 30 days the Customer may terminate the affected Services.
5.2 Sub-processor handling and security. Veridue will not during the subscription term reduce the level of security applied to Customer Content.
6. Fees
6.1 The Customer will pay the fees in the Order Form without set-off, exclusive of VAT and other taxes. Veridue may charge interest on overdue amounts and may suspend the Services on 14 days’ notice if undisputed amounts remain unpaid. Fees may be increased on renewal on 70 days’ notice.
6.2 Payment and early termination. Fees are not contingent on the delivery of future functionality or on any statement not set out in this Agreement. Where the Customer terminates other than for cause before the end of the then-current term, the fees for the remainder of that term fall due immediately. Except as expressly stated in this Agreement, fees already paid are not refundable. Where the Customer terminates for Veridue’s material breach, Veridue will refund fees paid in advance for the period after termination.
7. Term, termination and retention
7.1 Term. These terms run for the subscription term in the Order Form and any renewal.
7.2 Termination. Either party may terminate on written notice if the other commits a material breach not remedied within 30 days, or becomes insolvent.
7.3 Effect. On termination access ends. Veridue will make available for download, for 30 days, the Customer’s Customer Data, its Q&A records and any Output that Veridue has made available in downloadable form, which satisfies any election to have Customer Content returned. At the end of that period Veridue will delete Customer Content, including any export it has produced, and personal data as the Data Processing Agreement provides. Veridue will not withhold Customer Data on account of unpaid amounts.
7.4 Retention. Veridue may retain and continue to use Anonymised Data. Veridue may retain Customer Content in routine backups until they expire in the ordinary backup cycle and where required by law, subject to clause 4. This clause survives termination.
7.5 Deletion certification. On written request following deletion, Veridue will confirm in writing that Customer Data has been deleted.
8. Warranties and liability
8.1 Nature of the Services. The Services use artificial intelligence and produce probabilistic Output. Output is a draft that supports, and does not replace, the Customer’s own analysis and professional judgement. Veridue is not a law firm, does not practise law, and does not provide legal, financial, technical or investment advice. References to due diligence, legal due diligence or similar terms describe the examination the Services perform and do not mean that Veridue provides legal services. Veridue does not warrant that Output is accurate or complete, or that it identifies every legal, regulatory, technical or commercial issue relevant to a project, transaction or jurisdiction, and the Customer is responsible for verifying it.
8.2 Disclaimer. Except as expressly stated, all implied warranties and conditions are excluded to the fullest extent permitted by law.
8.3 Indemnity. Veridue will defend the Customer against third-party claims that the Services infringe intellectual property rights, excluding claims arising from Customer Data or misuse. The Customer will indemnify Veridue against third-party claims arising from Customer Data.
8.4 Liability. Neither party limits liability for death or personal injury caused by negligence, or for fraud. Neither party is liable for loss of profit, revenue, anticipated savings, goodwill or indirect loss. Each party’s total liability is limited to the total fees paid or payable by the Customer under the Order Form in the 12 months preceding the event giving rise to the claim.
8.5 Indemnity remedies. If the Services become, or in Veridue’s reasonable opinion are likely to become, the subject of an infringement claim, Veridue may substitute functionally equivalent functionality, obtain the right for the Customer to continue using the Services, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid unused fees. This is the Customer’s sole remedy for such a claim.
8.6 Remedies and claim notification. The Customer’s sole remedies for breach of clause 2.2 are to require remedy and, if remedy is not achieved and the breach is material, to terminate under clause 7.2. Any claim under this Agreement must be notified within 12 months of the claiming party becoming, or reasonably becoming, aware of the event giving rise to it.
9. Incorporated policies and changes
9.1 The Data Processing Agreement and its annexes (Specification of Data Processing, Security Measures and Sub-processor List) and the Acceptable Use Policy, as published at the URLs below, form part of these terms. Veridue’s Privacy Policy, Cookie Policy and Security Overview are published on its website and do not form part of these terms. Platform Terms of Use: veridue.ai/legal/platform-terms. Data Processing Agreement: veridue.ai/legal/dpa. Annex I, Specification of Data Processing: veridue.ai/legal/data-processing-specification. Annex II, Security Measures: veridue.ai/legal/security-measures. Annex III, Sub-processor List: veridue.ai/legal/sub-processors. Acceptable Use Policy: veridue.ai/legal/acceptable-use-policy. Privacy Policy: veridue.ai/legal/privacy. Security and Data Handling Overview: veridue.ai/legal/security-data-overview.
9.2 Precedence. Order Form, then these terms, then the Data Processing Agreement, then the other policies. The Data Processing Agreement prevails on the processing of personal data.
9.3 Changes. Veridue may update these terms and the incorporated policies, and will give 30 days’ notice of any change materially adverse to the Customer’s rights, the security of Customer Data or the commitments in clause 3. No such change will reduce the protection in clause 3.4 during the term without the Customer’s consent. The Customer may terminate and receive a pro-rata refund if it objects. The Data Processing Agreement may be amended only by written agreement between the parties.
10. General
10.1 Entire agreement. These terms and the Order Form are the entire agreement between the parties on their subject matter and supersede all prior discussions, proposals and representations, other than any confidentiality agreement between the parties, which continues in accordance with clause 4.4. Nothing in this clause excludes liability for fraudulent misrepresentation.
10.2 Assignment. Neither party may assign without consent, save to an Affiliate or on a sale of the business. Neither party may assign to a competitor of the other party without consent. An assigning party remains liable for obligations arising before the assignment.
10.3 Notices. Notices go to the contacts in the Order Form.
10.4 Third parties. A person who is not a party has no right to enforce these terms.
10.5 Force majeure. Neither party is liable for events beyond its reasonable control.
10.6 Governing law.These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
10.7 Marketing. The Customer grants Veridue the right to use its name and logo to identify it as a customer in marketing and public relations materials. Veridue will cease such use on the Customer’s written request.
10.8 Further general terms. Nothing in this Agreement creates a partnership, joint venture or agency between the parties. A failure or delay in exercising a right is not a waiver of it. If any provision is held invalid, the remainder continues in force. Veridue may use subcontractors and remains liable for their acts and omissions as for its own.
10.9 Authority. Each party warrants that it has the authority to enter into this Agreement, and that the person signing the Order Form, or subscribing online to a self-serve plan, has authority to do so on its behalf.