Verodat Platform Terms of Use

VERODAT PLATFORM TERMS OF USE

Last updated: 25-11-2025

Definitions

1.1 “Verodat” means Think Evolve Solve Limited t/a Verodat, a company incorporated in Ireland with registered number 517519 and registered office at 1 Mount Temple, Montpelier Place, Blackrock, Co. Dublin, Ireland.

1.2 “Platform” means the hosted software-as-a-service environment made available by Verodat under the brand “Verodat.io”, including any associated interfaces, APIs, configuration tools, data validation engines, connectors, documentation portals and all related online services provided by Verodat from time to time.

1.3 “Customer” means the organisation, company or other legal entity on whose behalf a User accesses or uses the Platform.

1.4 “User” means an individual who is authorised by the Customer to access or use the Platform (whether by the Customer creating an account for that individual, Verodat creating an account at the Customer’s request, or the individual accepting an invitation linked to the Customer’s organisation).

1.5 “Customer Data” means any data, files, content, records, configuration, metadata or other materials that are supplied to the Platform by or on behalf of the Customer or any User, or that the Customer directs Verodat to obtain from a Customer-controlled data source, in each case for processing in or through the Platform.

1.6 “Purpose” means the Customer’s internal business use of the Platform, including the preparation, validation, transformation, monitoring, analysis and supply of data for the Customer’s own business operations, and expressly excluding (a) providing the Platform or its outputs to third parties as a commercial service, and (b) any resale, redistribution or service bureau use.

1.7 “NDA” means any mutual or unilateral non-disclosure or confidentiality agreement in force between Verodat and the Customer.

1.8 “Evaluation Agreement” means any separate written agreement between Verodat and the Customer that expressly governs a proof-of-concept, pilot, evaluation or trial of the Platform.

1.9 “MSA” means any master services agreement, framework agreement or equivalent contract for the commercial provision of the Platform and/or related services entered into between Verodat and the Customer.

1.10 “DPA” means any data processing agreement or data protection addendum executed between Verodat and the Customer that governs the processing of personal data under applicable data protection laws.

1.11 “Documentation” means the user guides, technical specifications and other documentation relating to the Platform which Verodat makes available to the Customer from time to time.

1.12 “Intellectual Property Rights” means all patents, utility models, rights to inventions, copyright and related rights, database rights, trade marks, service marks, trade names, domain names, rights in get-up, rights in designs, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Application of these Terms and Document Hierarchy

2.1 These Platform Terms of Use (the “Terms”) govern all access to and use of the Platform by or on behalf of the Customer and its Users. By creating an account, accepting an invitation or accessing the Platform, the User confirms that they are authorised to act on behalf of the Customer, and the Customer agrees to be bound by these Terms.

2.2 These Terms do not displace or replace any NDA, Evaluation Agreement, MSA or DPA between Verodat and the Customer. Each such agreement continues to apply in accordance with its terms.

2.3 If there is any conflict or inconsistency between these Terms and another written agreement between Verodat and the Customer, the following order of precedence shall apply (from highest to lowest):

(a) the NDA (but only in respect of confidentiality and use of confidential information);

(b) the DPA (but only in respect of personal data processing);

(d) any Evaluation Agreement (to the extent no MSA is yet in force);

(e) these Terms; and

(f) the Documentation.

2.4 If the Customer has no MSA or Evaluation Agreement in force with Verodat, these Terms operate as the complete agreement governing access to and use of the Platform, in addition to any NDA and any DPA.

Platform Access and Licence

3.1 Subject to these Terms and payment of any applicable fees under an Evaluation Agreement or MSA (if any), Verodat grants the Customer a non-exclusive, non-transferable, non-sublicensable right for its Users to access and use the Platform solely for the Purpose.

3.2 The Customer shall ensure that only its authorised Users access the Platform on its behalf and that each User complies with these Terms. Any act or omission of a User in connection with the Platform shall be deemed to be the act or omission of the Customer.

3.3 The Customer shall not, and shall ensure that Users do not:

(a) use the Platform for any purpose other than the Purpose;

(b) provide access to or use of the Platform to any third party other than Users;

(d) exceed any technical, usage or other limits stated in the Documentation or in any Evaluation Agreement or MSA.

3.4 Verodat may monitor usage of the Platform for the purposes of security, operating the Platform, capacity planning, and ensuring compliance with these Terms.

Account Security and User Obligations

4.1 The Customer is responsible for maintaining the confidentiality and security of all usernames, passwords and other credentials used to access the Platform

4.2 The Customer shall promptly notify Verodat upon becoming aware of any unauthorised access to, or use of, any account or credentials relating to the Platform.

4.3 The Customer shall ensure that Users:

(a) keep their credentials secure and do not share them with any other person;

(b) comply with all applicable laws and regulations in connection with their use of the Platform;

(d) do not introduce any viruses, worms, Trojan horses or other harmful code into the Platform; and

(e) do not attempt to gain unauthorised access to any systems or data of Verodat or any other customer of Verodat.

Customer Data

5.1 As between the parties, all right, title and interest in and to Customer Data shall remain vested in the Customer. Verodat shall have no rights in or to Customer Data other than the limited rights granted under these Terms and any other written agreement between the parties.

5.2 The Customer grants Verodat a non-exclusive, worldwide, royalty-free licence for the term of these Terms to host, copy, transmit, display and otherwise process Customer Data to the extent necessary to operate and provide the Platform and any related services to the Customer, to administer the relationship with the Customer, and to comply with applicable law.

5.3 The Customer is solely responsible for:

(a) the accuracy, quality, integrity and legality of Customer Data and the means by which the Customer acquired such data;

(b) ensuring that it has all necessary rights, consents and authorisations to upload, or direct Verodat to obtain, Customer Data for processing via the Platform; and

5.4 Where Customer Data includes personal data (as defined in applicable data protection laws), the roles and obligations of the parties with respect to such personal data shall be governed by the DPA.

5.5 Verodat shall implement and maintain appropriate technical and organisational measures to protect Customer Data that is stored in the Platform against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to such data, as more particularly described in Verodat’s security documentation made available to the Customer on request.

Acceptable Use and Restrictions

6.1 The Customer shall not, and shall ensure that Users do not:

(a) copy, modify, adapt, translate or create derivative works based on the Platform or Documentation, except to the extent expressly permitted by law and not capable of exclusion by agreement;

(b) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats or non-public APIs of the Platform, except to the extent expressly permitted by law and not capable of exclusion by agreement;

(d) attempt to interfere with or disrupt the integrity or performance of the Platform;

(e) use the Platform to store or transmit infringing, defamatory, offensive, abusive, obscene or otherwise unlawful or tortious material; or

(f) use the Platform in any manner that would cause Verodat to be in breach of applicable law.

6.2 Unless expressly authorised in writing, the Customer shall not use the Platform to process live production personal data during any evaluation or trial phase; any such processing, if allowed, shall be governed by the applicable Evaluation Agreement, MSA and DPA.

Confidentiality

7.1 The parties’ respective obligations of confidentiality and permitted use of confidential information are governed exclusively by the NDA.

7.2 Nothing in these Terms limits or reduces any confidentiality obligations under the NDA, which continue in full force and effect in addition to these Terms.

Intellectual Property

8.1 All Intellectual Property Rights in and to the Platform, the Documentation and all related technology, know-how, techniques and algorithms are and shall remain the exclusive property of Verodat or its licensors.

8.2 Except for the rights expressly granted in clause 3, nothing in these Terms shall be construed as granting the Customer any right, title, interest or licence in or to the Platform, the Documentation or any Intellectual Property Rights of Verodat, whether by implication, estoppel or otherwise.

8.3 Verodat may generate and use aggregated and anonymised statistical data relating to the use and performance of the Platform (“Aggregated Data”), provided that such Aggregated Data does not identify the Customer or any individual. Verodat may use such Aggregated Data for its legitimate business purposes, including service improvement, analytics and reporting.

Warranties and Disclaimers

9.1 The Customer acknowledges that the Platform is a complex software-as-a-service system and that it is not error-free.

9.2 To the maximum extent permitted by applicable law, the Platform is provided “as is” and “as available”, and Verodat expressly disclaims all warranties, representations and conditions (whether express, implied, statutory or otherwise) including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality or arising from course of dealing or usage of trade.

9.3 Verodat does not warrant that:

(a) the Platform will meet the Customer’s requirements;

(b) the operation of the Platform will be uninterrupted or error-free; or

Limitation of Liability

10.1 Nothing in these Terms shall exclude or limit either party’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

10.2 Subject to clause 10.1, Verodat shall not be liable to the Customer (whether in contract, tort, negligence, breach of statutory duty or otherwise) for any:

(a) loss of profits, revenue, business, contracts or anticipated savings;

(b) loss of or damage to goodwill;

(d) indirect, special, incidental or consequential loss or damage,

in each case arising out of or in connection with these Terms or the use or inability to use the Platform, even if Verodat has been advised of the possibility of such losses.

10.3 Subject to clauses 10.1 and 10.2, and only where no Evaluation Agreement or MSA is in force between the Customer and Verodat, Verodat’s total aggregate liability arising out of or in connection with these Terms shall not exceed:

(a) EUR €0 where the Customer has not paid any amounts to Verodat for access to or use of the Platform; and

(b) EUR €1 where the Customer has paid any amount to Verodat for access to or use of the Platform under these Terms (including any in-platform subscription, add-on or transactional fee),

and in all cases regardless of any other payments the Customer may have made to Verodat under any separate products, services or engagements not governed by these Terms.

10.4 Any liability of Verodat arising under an Evaluation Agreement, MSA or DPA shall be subject to the limitations and exclusions set out in those agreements, and not to the cap in clause 10.3, to the extent of any conflict.

Suspension and Termination

11.1 Verodat may, without liability, suspend access to the Platform in whole or in part immediately if:

(a) the Customer or any User breaches these Terms;

(b) Verodat reasonably believes that such suspension is necessary to protect the security, integrity or availability of the Platform or the data of any customer; or

11.2 These Terms shall continue in force for as long as the Customer or any User has access to the Platform, unless and until superseded by an MSA which expressly states that it replaces these Terms for Platform access.

11.3 The Customer may cease using the Platform at any time.

11.4 Upon termination of all access by the Customer and its Users:

(a) the rights granted to the Customer under these Terms shall immediately cease; and

(b) Verodat may delete or anonymise Customer Data in accordance with its retention and deletion policies and any applicable DPA.

Changes to the Platform and to these Terms

12.1 Verodat may make changes to the features, functions or design of the Platform from time to time, provided that such changes do not materially degrade the core functionality used by the Customer during any active paid Subscription under an Evaluation Agreement or MSA.

12.2 Verodat may update these Terms from time to time. Where changes are material, Verodat will provide notice by posting the updated Terms within the Platform or on its website, or by email to the Customer’s nominated contact. Continued use of the Platform after the effective date of updated Terms constitutes the Customer’s acceptance of such changes.

Governing Law and Jurisdiction

13.1 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of Ireland.

13.2 The parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

Miscellaneous

14.1 Assignment. The Customer shall not assign, transfer or sub-licence any of its rights or obligations under these Terms without the prior written consent of Verodat. Verodat may assign or transfer its rights and obligations under these Terms to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its assets or shares.

14.2 Third Party Rights. These Terms do not create any rights in favour of any person other than the parties, and no person other than the parties may enforce any provision of these Terms.

14.3 Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be deemed deleted, and the remainder of the Terms shall remain in full force and effect.

14.4 No Waiver. No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy.

14.5 Notices. Any notices relating to these Terms may be given by email to the contact details notified by one party to the other from time to time, or through notices presented within the Platform.

14.6 Entire Agreement (Platform Access). Subject to clause 2.4, these Terms set out the entire agreement between the parties in relation to access to and use of the Platform, and supersede any prior discussions or understandings relating to such access and use, provided that nothing in this clause limits or excludes any NDA, Evaluation Agreement, MSA or DPA between the parties.