Platform Licence Agreement
Document owner: SH Proptech Limited
Company No. 15518685
3rd Floor, 45 Albemarle Street, Mayfair, London, W1S 4JL
Effective date: 28 February 2026
Version 1.0
This summary is for convenience only and does not form part of the legal terms. The full agreement below prevails.
| What you need to know | Summary |
|---|---|
| What this document does | This License Agreement governs how you may use the Adema Platform. It works alongside the Terms of Service. |
| Your licence | You get a non-exclusive, non-transferable right to use the Platform. Paid Users may also use outputs in client-facing professional work (see Professional Use Rights in the ToS). |
| Enterprise customers | If you have a signed Order Form, it may override standard terms with custom pricing, SLAs, API access, and dedicated support. |
| API access | Programmatic API access is only available on paid plans that include it, or where authorised in an Order Form. |
| Authorised Users | Each person accessing your account must have their own login. You are responsible for their compliance. |
| What you cannot do | No reselling raw outputs as a standalone data product, no reverse engineering, no scraping (except via approved APIs), no building competing products. Professional client use by Paid Users is permitted. |
| Relationship to ToS | This Agreement supplements the Terms of Service. Definitions and consumer protections in the ToS apply here too. |
1.1. Adema is a trading name of SH Proptech Limited, a company registered in England and Wales (Company No. 15518685) with its registered office at 3rd Floor, 45 Albemarle Street, Mayfair, London, W1S 4JL ("Licensor", "Adema", "we", "us", "our").
1.2. This Platform License Agreement ("Agreement") governs the licence under which you ("Licensee", "you", "your") access and use the Platform and Services.
1.3. By clicking "I Agree", checking a required consent box, executing an Order Form, purchasing Tokens or a Subscription Plan, or using the Services (including the Free Tier), you accept this Agreement.
1.4. This Agreement incorporates the following documents (in descending order of priority):
(a) any signed Order Form or enterprise agreement;
(b) this Platform License Agreement;
(c) the Terms of Service (including Schedule 1 and Schedule 2);
(d) the Privacy Policy and Data Processing Addendum (if applicable);
(e) the Acceptable Use Policy ("AUP"); and
(f) the AI & Output Disclaimers.
2.1. Capitalised terms used but not defined in this Agreement have the meanings given to them in the Terms of Service.
2.2. In addition, the following terms apply:
| Defined Term | Meaning |
|---|---|
| Agreement | This Platform License Agreement, together with the documents incorporated by reference in clause 1.4. |
| API Access | Programmatic access to the Services via Adema's application programming interface(s), where available and authorised. |
| Authorised Users | The individual natural persons permitted to access the Services under the Licensee's account or Order Form. Each must have unique login credentials. |
| Effective Date | The date the Licensee first accepts this Agreement or the date specified in an Order Form, whichever is earlier. |
| Licence Term | The period from the Effective Date until termination, including any renewal periods. |
| Licensee Data | Has the same meaning as "User Data" in the Terms of Service. |
| Order Form | A signed order form, enterprise agreement, statement of work, or plan terms at checkout, with customer-specific commercial terms. |
| Seat | A single Authorised User licence permitting one named individual to access the Platform. |
Subject to full payment of applicable fees (where required), compliance with this Agreement, and the terms of the applicable access tier, Adema grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform and Services during the Licence Term for internal business purposes, personal use, and (for Paid Users) professional use including the exercise of Professional Use Rights under clause 6.7 of the Terms of Service (as applicable to the Licensee's plan).
The licence includes the right to:
(g) access the Platform via supported web browsers, mobile applications, and (where authorised) APIs;
(h) generate, view, download, and use Digital Content in accordance with the output licence in clause 6.7 of the Terms of Service;
(i) permit Authorised Users to access the Platform using individual login credentials, up to the number of Seats included in the plan or Order Form; and
(j) integrate with the Platform via API Access where expressly authorised.
3.3.1. Each Authorised User must have unique login credentials. Credential sharing is prohibited.
3.3.2. The Licensee is responsible for all acts and omissions of its Authorised Users and shall ensure each complies with this Agreement and the AUP.
3.3.3. The Licensee must promptly deactivate credentials of any Authorised User who leaves the organisation or no longer requires access.
3.3.4. Adema reserves the right to audit Authorised User numbers and usage to verify compliance with plan limits.
3.4.1. API Access is available only where expressly authorised in an Order Form or on a paid plan that includes API access.
3.4.2. API usage is subject to rate limits, fair-use policies, and the AUP. Limits will be specified in the Order Form, API documentation, or Platform.
3.4.3. API keys and credentials are confidential. The Licensee must not share, publish, or embed API keys in client-side code or public repositories.
3.4.4. Adema may throttle, suspend, or revoke API Access where usage patterns indicate abuse, excessive load, security risk, or breach of the AUP.
4.1. The Licensee must not (and must ensure that its Authorised Users do not):
(k) copy, reproduce, modify, adapt, translate, or create derivative works of the Platform or its source code, except as expressly permitted by applicable law;
(l) reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, or data structures, except as expressly permitted by applicable law;
(m) scrape, crawl, harvest, or extract data by any means other than authorised APIs;
(n) resell, sublicense, rent, lease, lend, distribute, or transfer access to the Platform or Services to any third party (this does not prevent Paid Users from incorporating Digital Content into professional deliverables provided to their own clients under the Professional Use Rights in clause 6.7 of the Terms of Service);
(o) share login credentials between individuals or permit access by non-Authorised Users;
(p) use the Platform to provide bureau, outsourced, managed, or SaaS services without the correct plan or prior written consent;
(q) use the Platform to develop, train, or improve a competing product or service;
(r) remove, obscure, or alter proprietary notices, trade marks, or branding;
(s) introduce malware, viruses, or harmful code;
(t) circumvent access controls, rate limits, usage limits, or security measures; or
(u) exploit statutory withdrawal, cooling-off, or refund rights in bad faith.
4.2. Full prohibited conduct rules are in the Acceptable Use Policy.
5.1. Three access tiers are available: Free Tier, Tokens, and Subscription Plans, as described in the Terms of Service and Schedules 1-2.
5.2. All fees, billing, renewal, cancellation, and consumer cooling-off provisions are in clauses 7-9 of the Terms of Service.
5.3. No time-based expiry for Paid Tokens; minimum 10-year protection (clause 8.6 of the ToS and Schedule 1).
5.4. Enterprise customers may receive fixed Token pricing as specified in their Order Form. Order Form pricing overrides the standard pricing page for the Order Form duration.
Enterprise customers may enter into Order Forms with Adema to establish customer-specific commercial terms that supplement or override the standard terms for the matters they expressly cover.
An Order Form may specify any or all of the following:
| Order Form Element | Description |
|---|---|
| Authorised Users / Seats | The number of named individuals permitted to access the Platform. |
| Fixed Token Pricing | Per-Token rates overriding standard pricing for the Order Form duration. |
| Volume Commitments | Minimum Token purchase commitments or usage thresholds with volume discounts. |
| Service Level Agreements | Binding uptime, response time, and resolution targets replacing the standard SLE. |
| Dedicated Support | Named account manager, priority support queue, or dedicated channel. |
| API Access Terms | Authorised endpoints, rate limits, quotas, and permitted integrations. |
| Data Handling | Custom retention periods, storage locations, encryption, or other requirements beyond the DPA. |
| Payment Terms | Invoice-based payment, purchase orders, net payment terms (e.g., net-30, net-60). |
| Contract Duration | Fixed-term commitments (e.g., 12 or 24 months) with renewal and termination provisions. |
| Custom Integrations | Bespoke integrations, data feeds, SSO/SAML, or white-label arrangements. |
Where an Order Form is in place, it takes precedence over this Agreement for the matters it expressly covers. For all other matters, this Agreement and the Terms of Service apply.
A template Order Form is available on request. Enterprise enquiries: enterprise@adema.ai
Adema retains all right, title, and interest in the Platform, Services, and all related IP including: source code, algorithms, AI models, training data, databases, APIs, designs, documentation, trade marks, and all improvements. Nothing in this Agreement transfers IP to the Licensee.
The Licensee retains all rights in Licensee Data and grants Adema a limited licence to process it solely to provide, maintain, secure, and improve the Services.
Digital Content generated by the Licensee is licensed per clause 6.7 of the Terms of Service. In summary: Paid Users may use outputs for internal business purposes and in professional deliverables provided to their own clients (subject to disclaimer and attribution requirements). Free Tier Users are limited to internal and personal use. Resale of raw outputs as a standalone product or data feed is not permitted under any plan.
Adema does not use Licensee Data or Digital Content to train general-purpose AI models without explicit, informed opt-in consent. Anonymised, aggregated usage statistics may be used to improve Platform performance.
If the Licensee provides suggestions, feedback, or recommendations ("Feedback"), Adema may use and commercialise such Feedback without restriction. The Licensee is not obligated to provide Feedback.
Adema warrants that:
(v) it has the right and authority to grant the licence;
(w) the Services will be provided with reasonable care and skill; and
(x) the Services will materially conform to specifications in any applicable Order Form.
Except as in clause 8.1 and to the maximum extent permitted by law, the Services are "as is" and "as available". No additional warranties are given, whether express, implied, statutory, or otherwise.
AI outputs are informational only and may be incomplete, inaccurate, biased, or outdated. The Licensee is solely responsible for verification. Full Output Disclaimers (including feature-specific disclaimers) form part of this Agreement.
Adema does not provide planning, legal, valuation, investment, financial, tax, engineering, architectural, or surveying advice. No advisory or fiduciary relationship is created.
Adema does not guarantee planning approval, regulatory consent, development viability, funding, profitability, returns, or commercial success.
(a) Business Licensees: Total aggregate liability shall not exceed the greater of: (i) fees paid in the 12 months preceding the claim; or (ii) £1,000.
(b) Consumer Licensees: Liability shall not exceed the amount paid under the relevant Subscription or Token purchase, subject to mandatory statutory rights.
To the maximum extent permitted by law, neither party is liable for: indirect, special, incidental, or consequential losses; loss of profits, revenue, or anticipated savings; loss of data; loss of business or goodwill; business interruption; or reputational damage.
Nothing excludes or limits liability for:
(y) death or personal injury caused by negligence;
(z) fraud or fraudulent misrepresentation;
(aa) breach of implied terms under Sale of Goods Act 1979 s.12 or Supply of Goods and Services Act 1982 s.2;
(ab) wilful misconduct or gross negligence; or
(ac) any liability that cannot be excluded by law.
Adema is not liable for loss arising from reliance on AI outputs, planning assessments, financial projections, market analyses, or any Digital Content.
This Agreement runs from the Effective Date for the Licence Term: (a) Subscription Plans: duration of active subscription plus renewals; (b) Token-only users: until account closure; (c) Free Tier users: until account closure; (d) Order Form customers: as specified in the Order Form.
Either party may terminate by written notice per the applicable cancellation terms. Account closure requests: support@adema.ai.
Either party may terminate immediately if the other party:
(ad) commits a material breach and fails to remedy it within 30 days of written notice; or
(ae) becomes insolvent, enters administration or liquidation, or ceases to carry on business.
Adema may suspend access immediately in cases of fraud, security threat, legal requirement, or AUP violation. In other breach cases, reasonable prior notice will be given.
On termination:
(af) all access rights end immediately (subject to Order Form wind-down);
(ag) the Licensee must cease all use and ensure Authorised Users do the same;
(ah) remaining Paid Tokens may be used if the account is open and no material breach occurred;
(ai) Licensee Data will be deleted within 30 days of account closure (unless otherwise agreed or required by law); and
(aj) the Licensee should export required data before termination.
Clauses 2, 4, 7, 8, 9, 10.5, 10.6, 11, 12, and 13 survive termination.
11.1. Personal data is processed per the Privacy Policy (adema.ai/privacy) and applicable data protection law (UK GDPR, DPA 2018).
11.2. Where Adema processes personal data on the Licensee's behalf, the Data Processing Addendum applies.
11.3. The Licensee is data controller for personal data it uploads. The Licensee must ensure a valid legal basis for such processing.
11.4. Adema does not use Licensee Data outside delivering and improving the Services without explicit consent.
12.1. Each party shall keep confidential all information of the other party that is designated as confidential or reasonably understood to be confidential ("Confidential Information").
12.2. Exceptions: information that is publicly available, already known, independently developed, or received from a third party without restriction.
12.3. Disclosure is permitted where required by law, regulation, or court order (with prompt notice where legally permitted).
12.4. Confidentiality obligations survive termination for three (3) years.
Adema may update this Agreement on 30 days' written notice. Order Form amendments require mutual written agreement.
For business Licensees, this Agreement and the documents in clause 1.4 constitute the entire agreement. Nothing excludes liability for fraudulent misrepresentation.
Neither party is liable for delay or failure due to events beyond reasonable control.
Adema may assign in connection with a merger, acquisition, or asset sale (with notice). Licensee assignment requires prior written consent (not unreasonably withheld for Order Form customers).
No third party may enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.
Invalid provisions are modified to the minimum extent necessary; remaining provisions continue in full force.
No failure or delay in exercising any right operates as a waiver.
Governed by the laws of England and Wales. Business Licensees: exclusive jurisdiction of English courts. Consumer Licensees: mandatory local jurisdiction rights apply.
| Purpose | Contact |
|---|---|
| Legal and contract enquiries | info@adema.ai |
| Enterprise sales and Order Forms | enterprise@adema.ai |
| Support and complaints | support@adema.ai |
| Data protection (DPO) | dpo@adema.ai |
| Postal address | SH Proptech Limited (trading as Adema), 3rd Floor, 45 Albemarle Street, Mayfair, London, W1S 4JL |
This template is provided for reference only. Executed Order Forms are prepared individually per enterprise customer.
| Field | Details |
|---|---|
| Order Form Reference | [OF-YYYY-NNN] |
| Customer Legal Name | [Full legal name] |
| Customer Company No. | [Registration number] |
| Customer Address | [Registered office address] |
| Customer Contact | [Name, email, phone] |
| Effective Date | [DD Month YYYY] |
| Contract Duration | [12 / 24 / 36 months] |
| Renewal Terms | [Auto-renew / Requires written agreement] |
| Number of Seats | [N Authorised Users] |
| Plan / Tier | [Enterprise / Custom] |
| Fixed Token Price | [£X.XX per Token] |
| Volume Commitment | [N Tokens per annum minimum] |
| API Access | [Yes / No - specify endpoints and rate limits] |
| SLA Tier | [Standard / Enhanced / Premium] |
| Dedicated Support | [Named account manager / Priority queue / Slack channel] |
| Data Handling | [Standard DPA / Custom requirements] |
| Payment Terms | [Monthly invoice / Quarterly / Annual prepay - Net-30 / Net-60] |
| Billing Currency | [GBP / USD / EUR] |
| Total Annual Value | [£X,XXX.XX ex. VAT] |
| Special Terms | [Any additional terms agreed between the parties] |
Signature: ________________________________
Name: ________________________________
Title: ________________________________
Date: ________________________________
Signature: ________________________________
Name: ________________________________
Title: ________________________________
Date: ________________________________
End of Adema Platform License Agreement (v1.0, 28 February 2026)