Terms and Conditions

1.Introduction and Acceptance

These Terms and Conditions ("Terms") govern your access to and use of the website at destaintelligence.com (the "Website") and the data and analytics services we provide, including the AI Analytics Assistant (collectively, the "Services"). In these Terms, "Desta Intelligence", "we", "us", and "our" refer to the provider of the Services, and "you", "your", and the "Client" refer to the user.

By accessing the Website, engaging our services, or using any product we provide, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2.Description of Services

Desta Intelligence provides data and analytics services, which may include:

• Data platform services — collecting, cleaning, organising, and modelling your data; building interactive reports and dashboards; and forecasting based on your data.
• The AI Analytics Assistant — an AI-assisted tool that lets authorised users ask questions about their own data in plain language and receive answers, accompanied by the underlying calculation used to produce each answer.
• Maintenance and support services, where contracted.
• Cloud-hosted or private on-premise deployments, as agreed with each Client.

The specific scope, deliverables, fees, and timelines for any engagement are set out in a separate proposal, order form, or statement of work ("Engagement Agreement"). Where an Engagement Agreement conflicts with these Terms, the Engagement Agreement governs for that engagement.

4.Client Responsibilities

You are responsible for:

• Providing accurate, complete, and lawfully obtained data for use in the Services.
• Ensuring you have all necessary rights, consents, and permissions to share data with us, including any personal data of third parties.
• Keeping your account credentials secure and not sharing them with unauthorised users.
• Using the Services in accordance with these Terms and all applicable laws and regulations.
• Verifying outputs before acting on them for material decisions.

5.Data Protection and Privacy

5.1 Your data

Data you provide to us in connection with the Services ("Client Data") remains your property. We process Client Data only to provide and improve the Services and as described in our Privacy Policy.

5.2 On-premise deployments

Where a fully private on-premise deployment is agreed, Client Data is processed and stored within your own infrastructure. In that context, we do not have ongoing access to Client Data unless access is explicitly granted by you for support purposes.

5.3 Applicable law

Both parties agree to comply with applicable data protection legislation, including [GDPR / UK GDPR / CCPA or other applicable law as appropriate]. Where we process personal data on your behalf, the parties will enter into a data processing agreement as required by applicable law.

5.4 Security

We implement reasonable technical and organisational measures to protect Client Data against unauthorised access, loss, or disclosure. We cannot guarantee absolute security of data transmitted over the internet.

6.Confidentiality

Each party agrees to keep the other's confidential information confidential and to use it only for the purposes of performing or receiving the Services. Confidential information does not include information that: (a) is or becomes publicly available through no breach of this clause; (b) was already known to the receiving party; (c) is independently developed without reference to the disclosing party's confidential information; or (d) must be disclosed by law or regulatory requirement.

This obligation survives termination of the Services.

7.Intellectual Property

7.1 Our IP

We retain all intellectual property rights in our methodologies, tools, software, processes, documentation, and any pre-existing materials we bring to an engagement. Nothing in these Terms transfers ownership of our IP to you.

7.2 Your IP and data

You retain all intellectual property rights in Client Data and in any materials you provide to us. You grant us a limited licence to use Client Data and your materials solely to provide the Services.

7.3 Deliverables

Unless stated otherwise in an Engagement Agreement, deliverables we create specifically for you (such as custom dashboards and reports) are licensed to you for your internal business use on payment of all applicable fees. We retain the underlying methodologies and tools.

8.Fees and Payment

Fees for our Services are set out in the Engagement Agreement. Unless stated otherwise:

• Invoices are due within [30] days of issue.
• We reserve the right to charge interest on late payments at [applicable statutory rate or agreed rate] per month.
• All fees are exclusive of applicable taxes, which you are responsible for paying.
• We reserve the right to suspend Services if payment is materially overdue and not remedied within 14 days of written notice.

9.Free Trial and Promotional Offers

Where we offer a free trial dashboard or other promotional service:

• The trial is provided on an "as is" basis without any warranty or guarantee of accuracy.
• We reserve the right to modify, limit, or withdraw any trial or promotional offer at any time.
• Proceeding with a paid engagement after a trial is subject to the fees and terms in the applicable Engagement Agreement.

10.Warranties and Disclaimers

10.1 Our warranty

We warrant that we will provide the Services with reasonable care and skill and in accordance with any specification agreed in the Engagement Agreement.

10.2 Disclaimer

Except as expressly stated in these Terms or an Engagement Agreement, the Services are provided "as is." We do not warrant that the Services will be uninterrupted or error-free, that all defects will be corrected, or that AI-generated outputs will be complete or accurate at all times.

10.3 No regulated advice

The Services and any AI Analytics Assistant outputs do not constitute financial, investment, legal, tax, medical, or other professional regulated advice. You rely on such outputs for regulated purposes at your own risk.

11.Limitation of Liability

Note to attorney: this section should be reviewed carefully for your jurisdiction. Certain limitations may not be enforceable in consumer or regulated contexts.

To the maximum extent permitted by applicable law:

• Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
• Our total aggregate liability to you under or in connection with these Terms and any Engagement Agreement shall not exceed the total fees paid by you to us in the twelve months preceding the claim.
• Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.

12.Indemnification

You agree to indemnify, defend, and hold harmless Desta Intelligence and its personnel from and against any claims, damages, losses, and costs (including reasonable legal fees) arising from:

• Your use of the Services in breach of these Terms.
• Your infringement of any third-party intellectual property or privacy rights in connection with Client Data or materials you provide.
• Any claim by a third party arising from your reliance on AI Analytics Assistant outputs for regulated professional decisions.

13.Term and Termination

Engagement-specific terms, including duration and termination rights, are set out in the Engagement Agreement. We may suspend or terminate access for material breach of these Terms.

On termination, your right to use the Services ends. Provisions that by their nature should survive (including Sections 3, 7, 10, 11, 12, and 14) survive termination. On termination, we will, on request and where applicable, return or delete Client Data in accordance with the Engagement Agreement and applicable law.

14.Governing Law and Disputes

These Terms are governed by the laws of [JURISDICTION], and the courts of [JURISDICTION] have jurisdiction over any dispute, subject to any mandatory rights you have under local law.

15.Changes to These Terms

We may update these Terms from time to time. The "Last updated" date shows when. Material changes will be communicated where reasonably practicable. Continued use of the Services after changes take effect constitutes acceptance.