Effective Date: 21 July 2026
Last Updated: 21 July 2026
Company Name: Ida Solutions & Partners Ltd
Company Registration: Registered in England and Wales
Contact Email: legal@runida.com
IMPORTANT NOTICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE IDA PLATFORM. BY CREATING AN ACCOUNT, CLICKING "I ACCEPT", OR ACCESSING/USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.
In these Terms of Service (the "Terms" or "Agreement"), the following capitalised terms shall have the meanings set forth below:
Subject to Customer's compliance with these Terms and payment of all applicable fees (if any during commercial release), Ida grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Services during the Term solely for Customer's internal business operations.
Customer must provide accurate, current, and complete information when registering an Account. Customer is responsible for maintaining the confidentiality of all login credentials associated with its Account. Customer assumes full responsibility for all activities occurring under its Account and shall immediately notify Ida at legal@runida.com upon suspecting any unauthorized access or security breach.
Where Customer accesses the Platform during a Private Beta, trial, or pre-revenue evaluation period, Customer acknowledges and agrees that:
Customer shall not, and shall ensure its Authorized Users do not:
The Platform connects with and relies upon third-party services, including but not limited to email service providers, accounting software (e.g., Xero), payment platform APIs (e.g., Stripe), and cloud infrastructure providers (e.g., Vercel, Supabase, OpenAI).
CRITICAL NOTICE REGARDING AI OUTPUTS: THE PLATFORM UTILIZES ADVANCED ARTIFICIAL INTELLIGENCE TO GENERATE DRAFT CORRESPONDENCE, TASK SUMMARIES, AND WORKFLOW SUGGESTIONS. ALL AI OUTPUTS ARE ADMINISTRATIVE DRAFTS ONLY AND MUST BE REVIEWED AND APPROVED BY A HUMAN BEFORE BEING SENT OR ACTED UPON.
Customer expressly acknowledges and agrees that:
The Services and AI Outputs do not constitute regulated legal, accounting, tax, financial, architectural, or engineering advice. Customer remains solely responsible for ensuring its business communications and actions comply with applicable legal, statutory, and professional regulatory standards.
Ida and its licensors retain all right, title, and interest, including all patent, copyright, trade secret, trademark, and other intellectual property rights, in and to the Platform, underlying algorithms, user interfaces, documentation, and system software.
Customer retains all ownership rights, title, and interest in and to Customer Data. Customer grants Ida a limited, non-exclusive, royalty-free, worldwide license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, maintain, and secure the Platform in accordance with this Agreement and the DPA.
As between Customer and Ida, Customer owns all rights in the specific AI Outputs generated for Customer, subject to Customer's compliance with these Terms and third-party AI provider conditions.
To the extent Customer Data contains Personal Data (as defined under UK/EU GDPR), the terms of the Data Processing Addendum (DPA) incorporated herein shall apply. Both parties agree to comply with all applicable Data Protection Legislation, including the UK GDPR and Data Protection Act 2018.
Access to Private Beta or trial evaluation periods is provided free of charge unless otherwise agreed in writing. For paid commercial subscriptions, Customer agrees to pay all applicable fees set out in the subscription order or invoice within 30 days of invoice date. All fees are exclusive of Value Added Tax (VAT) or other applicable taxes.
Each party ("Receiving Party") agrees to protect the non-public confidential information of the other party ("Disclosing Party") using the same degree of care it uses to protect its own confidential information of like nature, but no less than reasonable care. Confidential Information shall not include information that: (a) is or becomes publicly known without breach of this Agreement; (b) was already known to Receiving Party; or (c) is independently developed without reference to Disclosing Party's Confidential Information.
Each party warrants that it has the legal power and authority to enter into this Agreement.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. IDA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Customer shall defend, indemnify, and hold harmless Ida, its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer's breach of Section 3 (Acceptable Use); or (b) Customer Data infringing third-party intellectual property or privacy rights.
| Liability Category | Liability Threshold / Cap | Coverage / Scope |
|---|---|---|
| Standard General Liability Cap | £25,000 (or total fees paid in previous 12 months, whichever is greater) | Applies to general breaches of contract, service downtime, negligence, or general operational claims. |
| Data & Confidentiality Super-Cap | £100,000 | Applies strictly and exclusively to proven direct damages resulting from Ida's breach of Section 9 (Confidentiality) or the Data Processing Addendum (DPA). |
| Insurer Backstop Protection | Backstop Policies: • £2,000,000 Tech Professional Indemnity • £1,000,000 Cyber Liability | Maintained by Ida with Lloyd's underwriters to support operational risks and institutional creditworthiness. |
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IDA BE LIABLE TO CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
Ida's maximum total aggregate liability arising out of or related to this Agreement shall be limited as follows:
Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.
This Agreement commences on the date Customer accepts these Terms and continues until terminated by either party in accordance with this Section.
Either party may terminate this Agreement or any trial/beta evaluation at any time by providing at least 30 days' written notice to the other party.
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 14 days of receiving written notice; or (b) becomes subject to bankruptcy, insolvency, or liquidation proceedings.
Upon termination, Customer's access to the Platform shall cease, and Ida shall delete or anonymize Customer Data within 30 days in accordance with the DPA, save for data retained pursuant to legal compliance obligations.
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.