Terms and conditions

These terms and conditions (the “General Terms”) are entered into between Daisy AI Limited, a private company limited by shares registered in Ireland with company number 789730 and registered office at 12 Lad Lane Upper, Dublin 2, D02 WT35, Ireland (“Daisy,” “we,” “us”), and the customer identified on an order form or purchase document (“Customer,” “you”).

The General Terms and the applicable order form together constitute the agreement for the services. Any printed purchase-order terms, vendor-onboarding terms, or other conflicting terms are expressly excluded unless we agree to them in writing.

Quotations are valid only for the period stated on them and are non-binding until accepted by us in writing.

All rights, title, and interest in and to the services — including the software, models, forecasts, user interfaces, designs, documentation, and any enhancements, methods, or know-how developed in connection with the services — belong to Daisy or its licensors.

You retain all rights in the data you submit to the services (“Customer Data”). You grant us a limited, worldwide, royalty-free licence to host, process, and display Customer Data solely to provide and support the services.

We may use aggregated or de-identified data derived from the services (from which individual persons and your organisation cannot reasonably be identified) for analytics, research, product development, and other legitimate business purposes.

We will not use your confidential Customer Data to train foundational AI models for use by other customers, and we will disable any internal training on Customer Data on written request.

You are responsible for:

• deciding whether the services meet your requirements and for the use you make of forecasts, recommendations, and analytics we provide;
• the accuracy, quality, and legality of Customer Data you submit, and for obtaining any consents or rights needed to submit it;
• operating the hardware, networks, and browsers needed to reach the services, and for keeping them reasonably up to date;
• nominating a primary contact to coordinate implementation and ongoing work;
• reviewing the results of the services before you rely on them for material business decisions — the services support decision-making and do not replace your judgment.

Fees are set out in your order form. Unless stated otherwise, fees are non-cancellable and non-refundable and are invoiced in advance for the subscription term.

Professional services may be billed on a fixed-price or time-and-materials basis, as stated in the order form. Any time-and-materials estimate is indicative; actual charges may exceed the estimate with your prior written approval.

Payments are due in accordance with the payment terms on the invoice. We may suspend access if fees are more than thirty (30) days overdue and may terminate for non-payment if arrears are not cured within a further thirty (30) days of written notice.

If you dispute an invoice in good faith, you must raise the dispute in writing within thirty (30) days of the invoice date, pay the undisputed portion on time, and work with us in good faith to resolve the dispute.

Fees are exclusive of taxes. Where we are legally required to collect a tax, it will be added to the invoice.

Each party may receive information from the other that is marked or reasonably understood to be confidential (“Confidential Information”). Each party agrees to use the other’s Confidential Information only to perform the agreement, to protect it with at least the same degree of care it uses for its own confidential information (and no less than a reasonable degree of care), and not to disclose it to third parties except under obligations of confidentiality no less protective than those in these terms.

The confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew without confidentiality obligations, that is independently developed without reference to the disclosing party’s information, or that must be disclosed by law (in which case the receiving party will, where legally permitted, give the disclosing party advance notice and an opportunity to seek protective measures).

Where Customer Data includes personal data, our processing is governed by a Data Processing Agreement (the “DPA”) that forms part of the agreement. In respect of such personal data you act as controller and Daisy acts as processor.

Our handling of personal data, including in relation to your website and product visitors, is described in our Privacy policy. For security controls, see the Security page.

We warrant that the services will perform materially in accordance with the documentation provided to you and that we will use commercially reasonable skill and care in providing them.

Except for the warranty above and any warranties that cannot be excluded or limited by law, the services are provided on an “as is” and “as available” basis, without any other warranty, condition, or representation, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.

You acknowledge that AI-driven outputs are probabilistic. Forecasts, recommendations, and analytics from the services are decision-support outputs, not guarantees of future performance or business outcomes, and should be reviewed alongside your own judgment and data.

The services may integrate with or make available applications, data, or services provided by third parties (“Third-Party Applications”). Any use of a Third-Party Application is subject to that party’s own terms and privacy notice, which you accept by using the integration. We are not responsible for Third-Party Applications and may suspend an integration that creates risk to the services or other customers.

Nothing in the agreement limits or excludes either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under applicable law.

Subject to the paragraph above, to the maximum extent permitted by law:

• neither party will be liable to the other for loss of profits, loss of revenue, loss of business, loss or corruption of data, loss of anticipated savings, or for any special, indirect, or consequential loss;
• each party’s total aggregate liability under or in connection with the agreement will not exceed the fees paid or payable by you to Daisy for the services in the twelve (12) months preceding the event giving rise to the liability.

You will indemnify and hold us harmless against any third-party claim arising from:

• your use of the services in breach of the agreement or applicable law;
• content, materials, or data you submit to the services, including any claim that they infringe a third party’s rights or violate applicable law;
• your users’ acts or omissions, including unauthorised access obtained using their credentials.

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, civil unrest, strikes, fire, flood, earthquake, pandemic, or failure of public infrastructure. The affected party will notify the other promptly and will resume performance as soon as reasonably practicable.

We may update these terms from time to time. For material changes, we will give you reasonable notice before the change takes effect (at least thirty (30) days for active subscriptions). If the change materially and adversely affects you, you may terminate the affected subscription before the change takes effect and receive a pro-rated refund of any prepaid fees covering the period after termination.

Questions about these terms? Email andrew@daisy.inc.