Agreements
Terms of service
These terms apply when a company uses Adea. They are written to be read.
1. Who and what
Adea is provided by Marcus Wilstrup, VAT no. PT310292522, Rua da Fonte 85 B, Capride, 2785-371 São Domingos de Rana, Portugal ("Adea"). The agreement is made with the company that creates the account (the "customer"). The person who creates the account confirms that they are authorised to bind the company.
Adea sells only to companies and other businesses, not to consumers. Consumer protection rules, such as a right of withdrawal, therefore do not apply.
Adea is a web service where the customer's staff ask questions in plain language and get answers with sources. The answers are based on the customer's own code and databases, which the customer connects with read-only access.
2. Demo and trial
The demo company is free and needs no sign-up. It shows Adea on sample data and can be changed or closed without notice. There is no agreement on uptime or support for the demo.
A new account gets a free 14-day trial with 25 new questions. No card is needed. When the trial ends, the customer cannot ask new questions until it chooses a plan. Saved questions and earlier answers can still be viewed. The trial never turns into a paid subscription by itself.
If the customer has not chosen a plan within 30 days after the trial ends, Adea may close the account after giving notice. Data is then deleted under clause 11 of the data processing agreement.
3. Account and users
The account has at least one administrator. Administrators invite users and decide what they can see. The number of users is not limited. The customer is responsible for users following these terms, and for keeping its credentials safe.
4. Prices and questions
Prices are on the pricing page. They are per month for the whole company and exclude VAT. On the English site prices are in US dollars, and on the Danish site in Danish kroner. The currency the customer pays in the first time applies to the whole subscription.
The plan decides how many new questions are included in each billing period. All plans include all of the customer's code repositories and databases, as long as use is fair (see clause 10). Questions not used by the end of the period lapse and do not roll over to the next period.
Extra questions can be bought in packs. A pack is valid for 12 months from purchase and is used once the period's questions are used up.
5. Payment and VAT
The subscription is paid in advance one month at a time by card through Stripe. If the customer is a business in an EU country other than Adea's and gives a valid VAT number, invoices are issued without VAT and the customer accounts for the VAT itself (reverse charge). Otherwise VAT is added under the applicable rules.
If a payment fails, Adea notifies the account's administrators and tries again. If payment is still not made 14 days later, the account is paused: users can sign in and see earlier answers, but cannot ask new questions until the payment goes through. The pause does not change that the amount is owed.
If Adea changes prices, it gives the account's administrators at least 30 days' notice, and the change only applies from the next billing period. Payments are not refunded unless these terms or the data processing agreement say otherwise.
6. Cancellation
The subscription runs month to month. The customer can cancel at any time in Adea, and the service continues until the end of the paid period. Adea can cancel with 30 days' notice. In case of material breach, including non-payment for more than 30 days after the due date, either party can terminate the agreement with immediate effect.
7. The customer's data and access
Everything the customer connects and stores in Adea belongs to the customer. Adea uses it only to provide the service, and not to train AI models. Where the service processes personal data, the data processing agreement applies, which an administrator accepts in Adea.
The customer warrants that it has the right to give Adea access to the code and data it connects, and that the access does not infringe anyone else's rights, such as copyright, licence terms or confidentiality agreements. The customer indemnifies Adea against claims from others that arise because the customer gave access without the right to do so. The customer gives read-only access only and does not connect data Adea is not meant for, such as sensitive personal data, unless it is restricted in Adea.
8. Usage data
Adea may produce anonymised, aggregated statistics on how the service is used, such as the number of questions, response times and errors, and use them to run and improve the service. They never contain the content of the customer's data, code, questions or answers, cannot be traced back to the customer or a person, and are never used to train AI models.
9. AI answers
Adea uses AI to understand questions and write answers. Answers can contain mistakes. That is why Adea shows the assumptions and sources an answer is built on, and developers can approve the rules the answers rely on. The customer must judge whether an answer is good enough before using it for decisions with large financial or legal consequences.
10. Fair use
The customer must not try to bypass the separation between customers, access other people's data, put unnecessary load on the service, copy or decompile it, or use it for anything unlawful. Adea may suspend an account that does, and will give notice where possible.
All code repositories and databases are included in the price. For a repository that is unusually large, or that changes so often that reading it puts unreasonable load on the service, Adea may, after talking with the customer, read it less often or in smaller parts, or offer a separate agreement.
11. Operations and support
Adea aims for high availability and announces planned maintenance, but does not guarantee uninterrupted service. Support is by email.
12. Force majeure
Neither party is liable for delay or failure to perform caused by circumstances outside its control that it could not reasonably have foreseen when the agreement was made. This includes, for example, war, natural disasters, strikes, acts of authorities, cyberattacks, internet or power failures and outages at suppliers, including the AI provider and the hosting provider. The party gives notice as soon as possible. If the circumstances last more than 30 days, either party may terminate the agreement with immediate effect, and prepaid fees for the remaining period are refunded.
13. Rights
Adea owns the service and everything in it. The customer gets a non-exclusive right to use the service while the agreement runs. The customer owns its data and the answers it receives.
14. Liability
Adea is liable under the general rules of Danish law, but not for loss of operations, loss of profit, loss of data, loss of goodwill or other indirect loss.
Adea's total liability to the customer under these terms and the data processing agreement together is limited to the amount the customer has paid Adea for the service in the 12 months before the event that makes Adea liable, but at least an amount equal to 100 euros.
The limits do not apply in case of intent or gross negligence. They do not change data subjects' rights under data protection law, and they do not apply where the data processing agreement or mandatory law does not allow a limitation.
15. Assignment
Adea may assign the agreement, including the data processing agreement, to a company that Adea or Adea's owner owns or controls, including a company established outside the EU/EEA. Adea notifies the account's administrators in writing at least 30 days before. The new company takes over all of Adea's rights and obligations, and the customer does not need to do anything. The customer may cancel as described in clause 14 of the data processing agreement. The customer may only assign the agreement with Adea's written consent.
16. Changes and notices
Adea may change these terms with at least 30 days' notice to the account's administrators. The customer may cancel if the change is to the customer's detriment. Notices under the agreement are given by email to the account's administrators or in Adea.
17. Governing law and disputes
The agreement is governed by Danish law. Disputes are decided by Københavns Byret (the City Court of Copenhagen) as the court of first instance.