Terms of Use

By creating an Eddy account, accessing the Service, or participating in a Session, you agree to be bound by these Terms.

If you are accepting on behalf of a Customer (a company or other legal entity), you represent that you have authority to bind that entity. If you do not have such authority, you must not accept these Terms on that entity's behalf.

All users must create an Eddy account and authenticate before accessing the Service. Certain unauthenticated surfaces — such as invitation acceptance pages and embeddable content — may be viewed without an account, but participation in a Session requires authentication and acceptance of these Terms.

The Customer controls its own Organisation, Workspaces, Maps, Sessions, Tables, and Members. The Customer does not control External Participants' accounts. Termination of a Customer's subscription ends the Organisation and its Workspaces — it does not end the independent Eddy accounts of External Participants or Authorised Partners.

If you are based in the EEA, the EU Data Act Terms (Regulation (EU) 2023/2854) apply to you and form part of these Terms to the extent required by that regulation.

You must be at least 13 years old to use the Service. If you are under 18, you must have the consent of a parent, guardian, or educational institution.

The Service is available for lawful use worldwide. We do not warrant that the Service is appropriate for use in every jurisdiction; you are responsible for compliance with local laws. Use of the Service is not restricted to EEA or NZ users.

We may update these Terms from time to time. We will provide at least 30 days' notice of material changes — by email to the Customer's registered address, an in-app notice, or a notice on our website.

Changes take effect at the start of the next billing period after notice. Continued use of the Service after the effective date constitutes acceptance. If you do not accept the changes, you may terminate your subscription before the effective date in accordance with clause 18.

Changes required by law or for security reasons may take effect immediately; we will notify you as soon as reasonably practicable.

Each Eddy account belongs to the individual person who created it. Accounts are personal — they are not owned by any Organisation. An Organisation grants roles to accounts; it does not create or own them.

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must notify us immediately at security@eddy.works if you become aware of any disclosure or unauthorised use of your credentials.

You must provide accurate and complete registration information and keep it up to date.

You must not share your login credentials with others or allow another person to use your account as if it were their own.

A Customer manages Member access through Organisation roles. We recommend that Members use email addresses on a domain the Customer controls — this aligns account lifecycle with employment, so that departing staff lose access when their mailbox is deactivated.

When a Member leaves the Customer's staff, the Customer is responsible for removing their Organisation membership. Removing membership ends all workspace-level access. Any remaining access is limited to Sessions the former Member participated in as a co-owner (see clause 18.7). Where the account email is on a Customer-controlled domain, deactivating that mailbox prevents further sign-in through that account.

Eddy Works grants you a non-exclusive, non-transferable, revocable right to access and use the Service during the term of your subscription, subject to these Terms.

We will use commercially reasonable efforts to make the Service available. The Service is provided on a best-efforts basis; specific availability commitments (SLAs) are set out in an enterprise agreement where applicable.

We may modify, update, or discontinue features of the Service with reasonable notice. We will not materially reduce core functionality during a paid subscription term without notice.

The Service may integrate with or depend on third-party services (see the Privacy Policy and Subprocessors). We do not warrant the availability or performance of third-party services.

You are responsible for your own device, browser, internet connection, and any third-party systems you choose to use with Eddy. Eddy Works provides and hosts the Service itself. Enterprise dedicated or self-hosted infrastructure requires a separate written agreement and is not covered by these Terms.

You must comply with the AUP when accessing or using the Service.

Eddy operates a staged release model: a private beta (invite-only) and a public beta (opt-in access to beta features via feature flags). After general release, public beta becomes opt-in — giving early access to features and improvements we are working on.

Beta features are provided "as is" and without warranty. They may change, be removed, or be promoted to general availability at our discretion.

We will give reasonable notice before removing a beta feature that has been in active use.

Participation in the beta is not subject to a fixed end date. The transition from beta to generally available will be notified via the Service or Website.

You may use the Service for any lawful organisational, operational, educational, compliance, training, governance, community, facilitation, service-delivery, and collaborative purpose, including Processes that involve External Participants from outside your Organisation.

You must not:

1. resell, sublicense, or white-label the Service, or offer it as a service bureau, without an Authorised Partner agreement;
2. commercially exploit the Service itself (as distinct from your own processes and data);
3. reverse-engineer, decompile, or attempt to extract the source code of the Service;
4. use the Service in a way that violates the AUP;
5. impersonate any person or entity, or misrepresent your affiliation with any person or entity.

Sensitive data: The Service supports a tiered approach to sensitive data. Customer Content may include sensitive information; the Customer (as controller) is responsible for ensuring a lawful basis applies. See the AUP for prohibited data types requiring specialist infrastructure.

Compliance and regulated-function use: The Service may be used to support compliance, training, governance, safety, and regulated-function processes. Eddy Works does not certify compliance, replace professional advice, perform regulated functions, or make statutory decisions, unless separately agreed in writing.

AI features: AI features are available where the Customer provides their own API key. You must comply with the AI Terms at /docs/trust/ai when using AI features. Eddy Works is not responsible for outputs generated by third-party AI providers.

Sanctions. You represent and warrant on an ongoing basis that neither you nor any of your personnel or Members are subject to any sanctions imposed by the European Union, United Nations, New Zealand, Australia, or the United Kingdom. You must not knowingly permit access to the Service by individuals who are subject to, or located in countries subject to, applicable sanctions.

The Customer agrees to pay the Fees set out in the Order Form or Pricing Page.

Fees are billed in advance on a subscription basis (monthly or annual, as selected).

Fees are non-refundable except as required by law or as expressly stated in the Order Form. We may offer a refund in our discretion within 14 days of the initial subscription.

Renewal subscriptions are charged automatically at the end of each billing period.

We will give at least 30 days' notice (or 90 days for material increases) of any Fee increase. Increases apply from the next billing period. You may cancel before the increase takes effect.

If payment fails, we will notify you and attempt to re-process payment. We will not suspend the Service immediately on the first payment failure. If payment is not resolved within 30 days, we may suspend the Organisation ("freeze"), in which case: all memberships are downgraded to guest role, workspace-level access and data export features are disabled, and the Organisation becomes read-only. Existing Session participation access is preserved. The Organisation Owner retains access to resolve the billing issue.

You are responsible for all applicable taxes in your jurisdiction.

If withholding taxes apply and are deducted or withheld by you, the amount payable to us must be grossed up to the extent necessary to ensure that, after such deduction or withholding, the net amount received by Eddy Works equals the Fees that would have been received absent the withholding.

The Customer owns its Customer Content, Map Configuration, and Process Execution State. The Customer grants Eddy Works a limited, non-exclusive licence to operate, secure, support, display, and improve the Service using that data. We will not use Customer Content for product development, marketing, or AI training without explicit consent.

Process Metadata, Usage Telemetry, and Analytical Data are generated by or belong to Eddy Works. We have a broad right to use these for operating, securing, and improving the Service and for aggregated analytics and benchmarking.

Eddy Works may access, review, and act on Customer Content only for defined operational purposes: providing support at the Customer's request, investigating Security Incidents (as defined in the DPA), responding to abuse reports, complying with legal obligations, maintaining the integrity of the Service, and exercising suspension/termination rights under these Terms. We will not access Customer Content for other purposes.

Customer Content is stored on servers in Frankfurt, Germany (EU). See the Subprocessors page for details.

1. Running someone's Template never transfers the runner's Customer Content to the Template author.
2. The Customer's Rows always belong to the Customer.
3. Publishing a Template is opt-in and requires a separate acceptance step.
4. Public Templates are published "as is" without warranty between users.

All rights in the Service, including software, UI, documentation, and marks, remain with Eddy Works. These Terms do not transfer any Eddy Works IP to you.

If you provide us with ideas, comments, or suggestions relating to the Service ("Feedback"), all intellectual property rights in that Feedback, and anything created as a result of it, are owned solely by Eddy Works. We may use or disclose Feedback for any purpose without obligation to you.

Eddy Works does not currently train AI models and does not claim a right to train on your data.

If Eddy Works introduces an AI training programme, it will: (a) use only anonymised data; (b) provide an opt-out toggle on the user profile (visible before any training programme starts); and (c) provide reasonable advance notice.

Users who opt in to AI training may receive free AI tokens as an exchange for their contribution. Opting out forfeits those tokens but does not affect the core Service.

Detailed AI Terms (providers, opt-out mechanics, anonymisation standard, human review) are in the AI Transparency page.

Each party must, unless it has the prior written consent of the other:

1. keep confidential at all times the Confidential Information of the other party;
2. effect and maintain adequate security measures to safeguard the other party's Confidential Information from unauthorised access or use; and
3. disclose the other party's Confidential Information to its personnel or professional advisors on a need-to-know basis only and, in that case, ensure that any such person is aware of, and complies with, obligations (a) and (b) above.

"Confidential Information" means information designated as confidential or that a reasonable person would consider confidential, including Customer Content, Map Configuration, and non-public Eddy Works product information.

Confidentiality obligations do not apply to information that: (a) is or becomes public through no breach of this clause; (b) was already known to the recipient; (c) was independently developed; (d) is required to be disclosed by law; or (e) is disclosed by Eddy Works as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that Eddy Works enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 14.

Eddy Works processes personal data as described in the Privacy Policy. The Privacy Policy forms part of these Terms.

Where the Customer uses the Service to process personal data of individuals in the EEA, UK, or New Zealand, the DPA applies and is incorporated into these Terms by reference and accepted at signup. No signed-return or countersignature is required.

The Customer is the data controller for Customer Content. The Customer is responsible for ensuring lawful bases apply to data collected through its Maps, providing any required notices to its Participants, and complying with data-protection obligations applicable to its use of the Service.

Eddy Works maintains reasonable technical and organisational measures to protect the Service and Customer Content. Details are published at Security.

You are responsible for account security, including strong credentials, access management, and offboarding members when they leave your Organisation.

You must notify us immediately at security@eddy.works if you become aware of any unauthorised access to your account or Customer Content, including providing sufficient information to enable us to verify the issue or breach.

Nothing in these Terms limits liability for: personal injury or death caused by negligence; fraud or wilful misconduct; gross negligence (meaning any act or omission which seriously and substantially deviates from the reasonably expected standard of care to be exercised by a person in the same or similar circumstances, and which is in reckless disregard of the harmful consequences); or any other liability that cannot be excluded by law.

To the maximum extent permitted by law, neither party is liable for: loss of profit, revenue, savings, business, use, data (beyond the obligation to maintain reasonable backups), or goodwill; damage to reputation; or consequential, indirect, incidental or special damage or loss of any kind, including loss in connection with any contract with a third party. To avoid doubt, the Customer's liability to a third party resulting from any third party reliance on the Service or Customer Content is a type of liability excluded under this clause 17.2.

To the maximum extent permitted by law, subject to clause 17.1, Eddy Works' total aggregate liability to the Customer arising under or in connection with these Terms is limited to the Fees paid by the Customer in the 12 months preceding the event giving rise to the claim. This cap applies regardless of whether Eddy Works' liability arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

The Customer's liability for Customer Content — including its obligation to ensure lawful bases for data collected via its Maps — is not subject to the cap in clause 17.3.

Subject to clause 17.1, Eddy Works' total aggregate liability for claims arising from a Security Incident or data-protection breach affecting Customer Content ("Customer Data Claims") is limited to two times the Fees paid by the Customer in the 12 months preceding the event giving rise to the claim (which in the first year is deemed to be the total Fees paid from the Start Date to the date of the event).

Clause 17.3 does not limit your liability as Customer to pay Fees; to indemnify us under clause 17.9; or for the matters in clause 17.1.

The Service is provided "as is" in respect of Beta features. For generally available features, we warrant that the Service will perform materially as described in the Documentation under normal use.

We maintain reasonable backup and data-protection practices. Data backup is not a substitute for the Customer's own backup obligations for critical data.

The Customer will indemnify Eddy Works against any third-party claim, loss, or expense arising from: the Customer's Customer Content; the Customer's Maps (including data collected through them); the Customer's breach of these Terms; or the Customer's violation of applicable law.

Consumer protection. If the Customer is acquiring and using the Service for the purpose of trade, the Customer agrees that, to the maximum extent permitted by law, no consumer protection laws apply to the supply of the Service (including the New Zealand Consumer Guarantees Act 1993). Where legislation implies a condition, guarantee, or warranty that cannot be excluded, our liability for breach is limited to supplying the Service again or paying the cost of having the Service supplied again.

Confidentiality breach. Clauses 17.2 and 17.3 do not apply to limit liability for a breach of clause 14 (Confidentiality), except that claims relating to unauthorised disclosure of Customer Content caused by a Security Incident remain subject to the supercap in clause 17.5.

Contributory fault. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent that the failure is caused by the other party's failure to comply with its own obligations, or by the negligence or misconduct of the other party.

These Terms commence when you first accept them and continue until terminated as set out in this clause.

Either party may terminate a subscription at the end of the current billing period by giving written notice before renewal.

Eddy Works may suspend or terminate the Customer's access with reasonable notice for:

1. material breach of these Terms not remedied within 14 days of written notice;
2. non-payment not resolved within 30 days of notice;
3. insolvency or winding up;
4. conduct posing an immediate security risk.

In urgent cases (active security incident, illegal activity, imminent harm), we may suspend access immediately and explain why afterwards as soon as reasonably practicable.

On termination:

• The Customer's Organisation and its Workspaces, Maps, Sessions, and Tables are deactivated.
• Members' access to the Organisation's Workspaces ends.
• External Participants' independent Eddy accounts are not affected. Their access to Sessions they were assigned to is governed by the co-ownership model (clause 18.7).
• Authorised Partners' own accounts and relationships with their Customers are not affected.

Data after termination: The Customer may request an export of Customer Content in accordance with clause 10.1 within 30 days of termination. We will retain Customer Content for 90 days post-termination before deletion.

Co-ownership: A Customer may archive a shared Session (making it read-only for all parties). A Customer may not unilaterally delete or strip an External Participant's access to stages they actively participated in (held Session Assignments for). This clause survives termination.

Discontinuation. We may terminate your access to the Service on reasonable written notice if we decide to cease operating the Service or if we release a successor version under materially different terms.

Entire agreement. These Terms (including the AUP, Privacy Policy, and where applicable the DPA and AI Terms) constitute the entire agreement between the parties regarding the Service and supersede all prior agreements.

Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary; the rest of the Terms continue in force.

Waiver. Failure to enforce any provision is not a waiver of that provision.

Assignment. You may not assign your rights under these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger or acquisition.

Governing law. These Terms are governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates an employment, agency, or partnership relationship.

Notices. Legal notices must be in writing and delivered to the addresses on the Order Form or to legal@eddy.works.

No third-party beneficiaries. No person other than the Customer and Eddy Works has any right to a benefit under, or to enforce, these Terms.

CISG exclusion. The United Nations Convention on Contracts for the International Sale of Goods 1980 does not apply to these Terms.