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 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 the Terms on that entity's behalf. "You" in the Terms means both you and any company or other legal entity on whose behalf you accept the Terms.

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 but is responsible for External Participants' compliance with the Terms when they are accessing the Service at the invitation of the Customer, for the Customer's purposes, or otherwise to participate in the Customer's Maps or Sessions. 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 (Regulation (EU) 2023/2854) applies to you and takes precedence over the Terms to the extent required by that regulation. Eddy Works will publish a standalone EU Data Act addendum in due course.

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 or legal guardian. You must provide proof of age and parental or guardian consent on request.

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 try to 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 on the effective date stated in the notice. Where the changes relate to Fees payable for the Service, the changes will 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 also agree to provide any information we reasonably require to fulfil our obligations under applicable law relating to the provision of the Service, including applicable data protection law.

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. 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. Maintenance and/or events beyond our reasonable control may affect availability. Specific availability commitments (SLAs) are set out in an enterprise agreement between us and the Customer 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. If you use a third party service feature (e.g. payment services provided by our third party payment provider), your use of that feature is subject to you agreeing to the third party's applicable terms of use.

You are responsible for your own device, browser, internet connection, and any third-party systems you choose to use with Eddy, including any AI features you choose to use with your own API key as contemplated by clause 8.5. 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. If you are a Customer, you are also responsible for ensuring that all users participating in your Workspaces do the same, as well as procuring that all such users comply with the other Terms. A breach of the AUP or any other Terms by any of a Customer's Members or Guests is deemed to be a breach of the AUP or relevant Terms by the Customer.

Any interaction between you and another user of the Service is a matter directly between you and them only. Other than our obligations set out in the Terms, we are not liable to you for the conduct of any other user, including any failure by a user to comply with the Terms or any other legal obligation.

We take no responsibility for the level of access or control granted to a user by a Customer, or for the deletion of a user's account except where we are exercising our rights in accordance with the Terms.

When engaging with any user who is a company or other legal entity, we can rely on the instructions of any user who we reasonably believe to be that user's controlling Owner/Admin.

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. Beta features are still being refined and may contain bugs, errors and other defects. Despite any other provision in the Terms, we exclude all conditions, warranties, guarantees, liability and indemnities in relation to beta features to the fullest extent permitted by law.

Beta features may change, be removed, or be promoted to general availability at our discretion.

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

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

This section takes precedence over any other provision of the Terms if there is any inconsistency or conflict between this section and the remainder of the Terms.

You may use the Service in accordance with the Terms and all applicable law (including all applicable data protection law) 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. make the Service available to anyone other than a Customer, Members or Guests;
6. impersonate any person or entity, or misrepresent your affiliation with any person or entity.

Customer responsibility for Data: The Customer is responsible for all Data processed by it, its Members and its Guests using the Service. The Customer is responsible for procuring all licences, authorisations and consents required for the Customer and its Members and Guests to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service, and for providing any required notices to people whose personal data may be included in that data and processed in accordance with the Terms. Those consents and notifications must be explicit and comply with data protection law applicable to both us and you. You agree to provide to us written confirmation that you have those consents and have given those notifications.

Sensitive data: Without limiting the previous clause, the Customer (as controller) is responsible for ensuring that only data permitted under the Terms is processed via the Service in its Workspaces, that a lawful basis applies to the collection and processing by the Customer or its Members and Guests of any sensitive data processed using the Service, and the Customer is aware of and complies with any heightened compliance obligations associated with that sensitive data. 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 but it cannot perform those functions. Eddy Works does not certify compliance, replace professional advice, perform regulated functions, or make statutory decisions.

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. You must also ensure that you have all necessary permissions, licences and authorisations to process Data using AI features, and have provided all notifications necessary to the individuals whose personal information form part of that Data. Eddy Works is not responsible for the AI features, including any outputs generated by third-party AI providers.

Sanctions. You represent and warrant on an ongoing basis that neither you nor any of your personnel, Members or Guests 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).

Payments must be made electronically in cleared funds without any set-off or deduction.

Payments may be made by using a valid credit card or other form of payment accepted by us. Where the Customer has opted to pay the Fees by credit or debit card, the Customer must provide us with complete and accurate information for the purpose of processing each payment. The Customer authorises us to collect the Fees from the credit or debit card, including upon each renewal of a subscription period.

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.

For any subscription period longer than a month, we will give reasonable advance notice before the subscription renews.

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 the payment failure is not resolved within 30 days after we notify you, 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 non-exclusive licence to access and use that data to operate, secure, support, display, and improve the Service, and otherwise to exercise our rights and perform our obligations under the Terms.

Eddy Works may access, review, and act on Customer Content as permitted under the Terms: including providing support at the Customer's or a user's request, investigating Security Incidents (as defined in the DPA), responding to abuse reports, complying with legal obligations, maintaining the integrity of the Service, investigating actual or suspected breaches of the Terms, and exercising suspension/termination rights under the Terms.

Eddy Works may also access and use Customer Content for our internal research purposes, and to generate Analytical Data.

We may authorise members of our personnel (including subprocessors and third party contractors) to access and use the Customer Content, Map Configuration and Process Execution State to exercise Eddy Works' rights under the Terms. The Customer must arrange all consents, approvals and notifications that are necessary for us and our personnel, subprocessors and Third Party Contractors to do so.

We will not use Customer Content for marketing or AI training. See clause 13.

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

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

This clause 10 will survive termination or expiry of the Terms.

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.
5. We are not responsible for Templates created by or on behalf of any person that is not us or our personnel. You use Templates at your own risk.

Subject to clause 12.2, all rights in and relating to the Service, including software, the website, UI, documentation, and marks (including all improvements, modifications and enhancements to those items), is and remains Eddy Works' (and our licensors') property. These Terms do not transfer any Eddy Works IP to you.

All rights in the Customer Content, Map Configuration, and Process Execution State (as between you and Eddy Works) remains the Customer's property. You grant us a worldwide, non-exclusive, fully paid up, transferable and irrevocable licence to transmit, use, copy, modify, display, make available and communicate the Customer Content, Map Configuration and Process Execution State for the purpose and duration set out in, and as permitted, by the Terms.

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.

Nothing in the Terms limits our freedom to use general ideas, concepts, know-how, techniques and similar intellectual property gained or developed by us in the course of providing the Service.

Eddy Works does not train AI models on Customer Content. If we introduce such a capability in future, we will amend these Terms with reasonable advance notice. Any such programme will require explicit opt-in consent.

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

This clause does not apply to the use of AI features which are available via the Service for the Customer's own use, where the Customer provides their own API key.

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, including not using it for any purpose other than performing its obligations or exercising its rights under the Terms;
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. Each party will be responsible to the other party for any breach of this clause 14 by any person to whom it discloses the other party's Confidential Information.

The Customer is responsible for ensuring its personnel, Members and Guests comply with this clause 14.

"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. Our Confidential Information includes intellectual property owned by us (or our licensors). The Customer's Confidential Information includes the Customer Content.

Confidentiality obligations do not apply to disclosure or use of Confidential Information: (a) for the purposes of performing obligations or exercising rights under the Terms; (b) that is or becomes public through no breach of this clause by you, your personnel, your Members or your Guests (if applicable); (c) that was already known to the recipient; (d) that was independently developed without use of or reference to the other party's Confidential Information; (e) that is required by law; or (f) that 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, securing any required licences or permissions from, and providing any required notices to, its Participants and any other people whose personal data may be included in that data, 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, except as otherwise provided in the Terms, neither party is liable for: loss of profit, revenue, savings, business, use, data (including Customer Content, provided that this does not exclude our obligation to maintain reasonable backups under clause 17.8), 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, your 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 clauses 17.1 and 17.5, Eddy Works' total aggregate liability to you arising under or in connection with the Terms or in any way relating to the Service is limited to the Fees paid by you in the 12 months preceding the event giving rise to the first asserted claim. This cap applies regardless of whether Eddy Works' liability arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

Your liability for Customer Content — including your obligation to ensure lawful bases, licences, permissions and notifications for data collected via your Maps — is not subject to the exclusion in clause 17.2.

Subject to clause 17.1, Eddy Works' total aggregate liability to you for all claims arising from all Security Incidents or data-protection breaches in which your Customer Content is subject to unauthorised disclosure caused by a breach by us of our obligations in clause 16.1 ("Customer Data Claims") is limited to two times the Fees paid by you in the 12 months preceding the event giving rise to the first asserted Customer Data Claim.

Clause 17.2 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 in accordance with clause 7. To the maximum extent permitted by law, Eddy Works has no liability arising out of or in connection with Beta features.

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

You will indemnify Eddy Works against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our advisers) and loss of any kind arising from or in connection with any actual or alleged claim by a third party relating to: your Customer Content; your Maps (including data collected through them); your breach of the Terms; or your violation of applicable law.

Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Terms or the Service.

Confidentiality breach. Clauses 17.2 and 17.3 do not apply to limit liability for a breach of clause 14 (Confidentiality), except that our liability for Customer Data Claims remains 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.

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, subject to the cap and limitations in clauses 17.1 and 17.2 to the extent permitted by applicable law.

To the maximum extent permitted by law, all conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any implied warranties of merchantability or fitness for a particular purpose) that are not expressly set out in the Terms are expressly excluded, and we make no representation concerning the quality of the Service and do not promise that the Service will be secure, free of viruses or other harmful code, uninterrupted or error free.

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

Either Eddy Works or the Customer may terminate a subscription at the end of the current billing period by giving written notice before renewal.

Without limiting your right to close your account with the Service, including by cancelling your subscription plan (if applicable) at any time, you may terminate these Terms if we breach any material provision of the Terms and the breach is not remedied within 14 days of written notice requiring the breach be remedied or if the breach is not capable of being remedied.

Without limiting our rights under the AUP, Eddy Works may suspend or terminate your access 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. subject to the next clause, conduct posing a security or confidentiality risk.

In urgent cases (active security incident, illegal activity, imminent harm, material breach of the Terms that is not capable of being remedied), we may suspend or terminate access immediately and explain why afterwards as soon as reasonably practicable.

On suspension or 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 unless they were also involved in the activity that resulted in the suspension or termination.
• Authorised Partners' own accounts and relationships with their Customers are not affected unless they were also involved in the activity that resulted in the suspension or termination.

Data after termination: The Customer may request an export of Customer Content in accordance with clause 10.1 within 30 days of termination. On receipt of that request, we will provide a copy of that Customer Content to the Customer in a common electronic form. We will retain Customer Content for at least 90 days post-termination before deletion.

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.

Effect of termination or suspension. On suspension or termination of your access to the Service, you must immediately cease using the Service and must not attempt to gain further access (except, in the case of a suspension, if and when we lift the suspension).

Surviving provisions. Clauses which, by their nature, are intended to survive termination, suspension or cancellation of your right to access and use the Service will continue to apply after that termination, suspension or cancellation. Those surviving provisions include clauses 1.3, 6, 7, 8.2, 9, 10, 11, 12, 14, 15, 17, 18 and 19.

Interpretation. In the Terms, including and similar words do not imply any limit; singular words include the plural and vice versa; a reference to a document or agreement includes that document or agreement as amended or replaced from time to time; and a reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

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.

Modification. All modifications to these Terms must be agreed in writing between you and us, except as otherwise permitted under these Terms.

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 the Terms without our written consent and any assignment in breach of this provision is void. We may assign the Terms to an affiliate or in connection with a merger or acquisition.

Governing law. The Terms and any dispute relating to the Terms or the Service are governed by and will be interpreted in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts in relation to any dispute connected with the Terms or the Service.

Force majeure. Neither party is liable for delay or failure caused by Force Majeure.

Independent contractors. The parties are independent contractors. Nothing in the Terms creates an employment, agency, trust, joint venture, or partnership relationship.

Notices. Notices to Eddy Works relating to the Terms must be in writing and delivered to the addresses on the Order Form or to legal@eddy.works. We may send you notices to the current email address we have for you. We may also post notices on the Website or Service.

No third-party beneficiaries. No person other than you and Eddy Works has any right to a benefit under, or to enforce, the Terms except where any right of that kind applies under applicable law and cannot be excluded. Where you are not a company or other legal person, only an Owner can enforce the Terms to the extent that they relate to our obligations under the Terms to you.

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