Adema

PLAIN-LANGUAGE SUMMARY

This summary is provided for convenience only and does not form part of the legal terms. If there is any conflict between this summary and the full terms below, the full terms prevail.

1. About Adema and These Terms

1.1 Who we are.

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 ("Adema", "we", "us", "our").

1.2 What these Terms cover.

These Terms govern your access to and use of Adema's websites, applications and services, including any metered features, AI tools, reports, downloads and related functionality (together the "Platform" and "Services").

1.3 Acceptance.

By creating an account, purchasing a Subscription Plan or Tokens, making an Immediate Performance Request, or otherwise accessing or using the Services, you agree to these Terms.

1.4 Business vs consumer.

These Terms apply to business users and consumers. Nothing in these Terms limits or excludes mandatory consumer rights under applicable law. Where these Terms conflict with mandatory consumer law, that mandatory law prevails.

1.5 Contract documents and priority.

The agreement between you and Adema comprises the following documents, listed in descending order of priority in the event of conflict:

(a) any signed Order Form or enterprise agreement;
(b) these Terms of Service;
(c) Schedule 1 (Token Usage & Digital Credit Policy);
(d) Schedule 2 (Free Tier & Promotional Access Policy);
(e) the Privacy Policy;
(f) the Acceptable Use Policy (“AUP”);
(g) the AI & Output Disclaimers;
(h) the Data Processing Addendum (“DPA”), if applicable.

Unless a policy expressly states otherwise, these Terms override subsidiary policies where there is a conflict.

1.6 Governing language.

If these Terms are translated, the English version prevails.

2. Definitions

In these Terms, the following capitalised terms have the meanings set out below. Terms defined elsewhere in these Terms or in subsidiary documents have the meanings given to them in context.

3. Eligibility and Accounts

3.1 Eligibility

You must be at least 18 years of age and have the legal capacity to form a binding contract. The Services are not intended for anyone under the age of 16.

3.2 Account information

You must provide accurate, complete, and current information during registration and keep it updated. Adema may verify your identity or eligibility at any time.

3.3 Account security

You are responsible for safeguarding your login credentials and for all activity that occurs under your account. You must notify us immediately at support@adema.ai if you become aware of any unauthorised use of your account or any security breach.

3.4 One person per account

Accounts are personal to a single user unless your plan expressly includes multiple seats, in which case each authorised user must have their own individual login credentials.

4. Licence to Use the Services

4.1 Licence grant

Subject to compliance with these Terms and payment of applicable fees (or the terms of the Free Tier), Adema grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services during your subscription or usage term for your internal business purposes, personal use, and (for Paid Users) professional use including the exercise of Professional Use Rights under clause 6.7 (as applicable to your plan).

4.2 Restrictions

You must not: copy, reverse engineer, decompile, or disassemble the Platform; scrape, crawl, or harvest data (except via approved APIs); resell, sublicense, or redistribute the Services or access thereto (this does not prevent Paid Users from incorporating outputs into professional client deliverables under clause 6.7); share login credentials; provide bureau or outsourced services to third parties without the correct plan; or use the Services to build a competing product or service. Full restrictions are set out in the Acceptable Use Policy.

5. Access Models

5.1 Three access tiers

The Services are accessed via one or more of the following:

(i) Free Tier - zero-cost access with feature and usage limitations, as described in Schedule 2;
(j) Tokens - prepaid digital usage credits, primarily consumed for reports, AI outputs, advanced analysis, and downloads; and/or
(k) Subscription Plans - recurring payment providing broader Platform access, subject to plan-specific usage limits or fair-use restrictions.

5.2 Combining access

Subscription Plans may include bundled Token allowances. Free Tier users may purchase Tokens without upgrading to a Subscription Plan. Token consumption rates, Micro-Usage rates, and feature availability per tier are displayed at the point of purchase and prior to execution within the Platform.

6. Digital Content, AI Features and Disclaimers

6.1 AI outputs are informational only

AI outputs and Digital Content may be incomplete, inaccurate, biased, synthetic, probabilistic, non-deterministic, or not up to date. You are responsible for independently verifying all outputs and for obtaining appropriate professional advice where necessary. Feature-specific Output Disclaimers apply in addition to this clause.

6.2 No professional advice; no advisory relationship

The Services do not create any advisory, fiduciary, consultancy, agency, partnership, joint venture, or professional relationship between you and Adema. Adema does not provide: planning advice, legal advice, valuation advice, investment advice, financial advice, tax advice, engineering advice, architectural advice, surveying advice, or any form of regulated consultancy services.

6.3 Independent verification and responsibility

You are solely responsible for verifying the accuracy, completeness, and suitability of all Digital Content and for all decisions, actions, submissions (including planning applications), investments, transactions, and commercial reliance based on Digital Content.

6.4 No guarantee of outcome

Adema does not guarantee: planning approval, regulatory consent, development viability, funding availability, profitability, yield, internal rate of return, capital appreciation, market performance, regulatory compliance, or commercial success of any kind.

6.5 No financial promotion; no investment promise

Nothing in the Services constitutes: investment advice, a financial promotion within the meaning of the Financial Services and Markets Act 2000 (or any successor legislation), or a promise or guarantee of investment returns.

6.6 Third-party reliance

Digital Content is generated for the account holder's use. Except where Professional Use Rights apply under clause 6.7, no third party may independently rely upon Digital Content without Adema's prior written consent. Where you share Digital Content with your own clients under clause 6.7, you (not Adema) remain responsible for any advice, decisions, or actions taken by those recipients. You shall indemnify Adema against all claims, losses, costs, and expenses arising from third-party reliance on Digital Content, whether authorised by you or not.

6.7 Output licence and Professional Use Rights

6.7.1. Subject to these Terms and full payment of applicable fees, Adema grants you the following rights in Digital Content generated by your account:

6.7A Free Tier Users - Internal and Personal Use Only

Free Tier Users may use Digital Content for personal, non-commercial, and internal evaluation purposes only. Free Tier Users may not share, distribute, or incorporate Digital Content into reports, advice, or deliverables provided to third parties (whether for payment or otherwise). If you wish to use outputs in a professional or client-facing capacity, you must upgrade to a paid plan (Token or Subscription).

6.7B Paid Users (Token and Subscription) - Professional Use Rights

Paid Users (i.e., users who have purchased Tokens or hold an active Subscription Plan) may use Digital Content for:

• their own internal business purposes, including feasibility studies, investment analysis, and internal reports;
• incorporation into planning submissions to Local Planning Authorities;
• inclusion in investment committee papers and board reports;
• presentations to their own clients, founders, partners, or professional advisers;
• inclusion in documents submitted to regulatory bodies where the User is the applicant or their authorised representative;
• incorporation into professional deliverables, reports, and advice provided to their own clients as part of the User's professional services (e.g., estate agency particulars, surveyor reports, planning consultant advice, financial adviser research, developer feasibility studies, solicitor due diligence packs); and
• sharing with their own clients where the output forms part of, or supports, the User's own professional work product.

6.7C Conditions on Professional Use

The Professional Use Rights in clause 6.7B are subject to the following conditions:

• Disclaimers: all Digital Content shared with or provided to third parties must include the disclaimers required by the AI & Output Disclaimers document. At minimum, the output must carry the general disclaimer stating that the content was AI-generated by Adema and does not constitute professional advice.
• Attribution: all outputs must include the attribution required by the Attribution & Third-Party Data Notice.
• No misrepresentation: you must not present AI-generated outputs as your own independent professional opinion, as a RICS-compliant valuation, as a formal surveyor's report, as solicitor's advice, or as any other form of regulated professional certification, unless the output has been independently verified and adopted by a suitably qualified professional.
• Your liability: you (not Adema) are solely responsible and liable for any professional advice, recommendations, or decisions you provide to your clients based on or incorporating Digital Content. Adema has no contractual or tortious relationship with your clients.
• Verification obligation: before including Digital Content in client-facing deliverables, you must verify the accuracy and suitability of the output for the specific purpose and client context.
• Third-party data restrictions: your use of outputs in professional deliverables remains subject to any licence restrictions imposed by third-party data providers (see Attribution & Third-Party Data Notice). In particular, Ordnance Survey data may not be redistributed without appropriate licensing.

6.7D What is NOT permitted (all Users)

Regardless of your access tier, you may not:

• resell, sublicense, distribute, or commercially exploit Digital Content as a standalone product, data feed, or service;
• white-label, rebrand, or resell Platform outputs as if they were your own technology platform's outputs;
• create a competing product or data service using Digital Content (see Acceptable Use Policy);
• systematically extract, download, or redistribute Digital Content in bulk;
• remove, alter, or obscure any attribution, disclaimer, or Adema branding from outputs; or
• provide access to the Platform or Digital Content on a bureau, outsourcing, or managed-service basis to third parties (unless agreed in an Enterprise Order Form).

For the avoidance of doubt: incorporating Adema outputs into your own professional work product and charging your clients for your professional services is permitted under clause 6.7B. Reselling raw Adema outputs as a standalone data product without adding your own professional value is not permitted.

6.7E Enterprise Redistribution Rights

Enterprise customers requiring redistribution, white-label, API resale, or embedded integration rights may negotiate such rights in their Order Form. Such rights are not available under standard Token or Subscription plans.

6.8 Modified outputs

Where you modify, extract, reformat, republish, or incorporate Digital Content into other materials, Adema is not responsible for such modified materials and you assume all liability arising from or in connection with them.

7. Fees and Payment

7.1 Subscription billing and renewal

Subscription Plans are billed in advance on a recurring cycle (monthly or annual, as displayed at checkout). Unless you cancel before the renewal date, your Subscription Plan renews automatically for the same period at the then-current price.

7.2 Cancellation (non-cooling-off)

Cancellation stops renewal but does not entitle you to a refund of the current billing period, except as required by applicable law or expressly stated in an Order Form. See clause 9 for consumer cooling-off rights.

7.3 Taxes

Prices exclude VAT and other applicable sales taxes unless expressly stated otherwise. You are responsible for all applicable taxes imposed on the transaction.

7.4 Payment authorisation and failed payments

You authorise us (and our third-party payment processor) to charge your chosen payment method for all applicable fees. If payment fails, we may suspend your access until valid payment details are provided. We will make reasonable efforts to notify you before suspension.

7.5 Price and rate changes

We may change Subscription Plan pricing or Token consumption rates (including Micro-Usage rates) on not less than thirty (30) days' prior written notice (by email and/or in-Platform notification). Changes take effect from the next renewal date or from the date stated in the notice (as applicable). The rate or price shown and confirmed immediately before execution governs that specific execution, and a pricing snapshot will be recorded in the Token Ledger.

8. Tokens

8.1. Tokens are prepaid digital credits which may be redeemed for specific Services within the Platform.

8.2. Tokens have no monetary value outside the Platform, are non-transferable, non-resalable, and may not be redeemed for cash (save where required by law as a remedy or where a refund is due under clause 9).

8.3. Tokens are consumed at the time a Service is executed (processing start) and/or progressively during processing (as displayed in-product), not at the time of download, unless otherwise stated.

8.4. Once consumed, Tokens cannot be reinstated except where required by law or in the event of a proven system malfunction (verified via the Token Ledger).

8.5. Token validity (no time-based expiry), forfeiture rules, consumption logic, Metered Services/Micro-Usage rules, rounding/minimum charge rules, FIFO consumption order, and anti-abuse rules are set out in full in Schedule 1.

8.6. No time-based expiry for Paid Tokens; minimum 10-year protection. Paid Tokens do not expire by the passage of time. If Adema ever introduces a time-based expiry for Paid Tokens in the future, any Paid Tokens already purchased or issued prior to such change will remain valid for at least ten (10) years from the date of purchase or issue, and Adema will provide not less than six (6) months' prior written notice of any such change.

8A. Pricing Transparency for Tokens

8A.1 Layered disclosure

Token pricing and consumption rates per feature (including any Micro-Usage calculation method, rounding rules, and minimum charge rules) must be made available at three levels:
(l) before purchase - on the pricing page and at checkout;
(m) within the Platform before use - via the Token Usage Table or equivalent in-product display; and
(n) immediately before execution - via a confirmation prompt showing the Token cost (or estimated range plus maximum cap) for the specific action.

8A.2 Pre-execution confirmation

Before any Token-consuming action is processed, the applicable Token cost (or estimate range and maximum cap) must be presented to the User and execution must require the User's affirmative confirmation (e.g., a click or tap).

8B. Metered Services, Micro-Usage, and Fractional Token Charging

8B.1. Certain Services may be metered based on computational time, processing intensity, data volume, AI model usage metrics (including input/output unit counts), API usage, or similar technical metrics ("Metered Services"). Metered Services may be charged as Micro-Usage where disclosed.

8B.2. Where disclosed on the Pricing page and/or in-product, Adema may deduct Tokens in fractional increments (e.g., 0.01 Tokens). The minimum deductible increment is 0.01 Tokens. Any rounding rules, minimum charges, and unit precision will be disclosed before execution.

8B.3. Prior to initiation of any Metered Service, the Platform shall display either: (i) a fixed Token cost; or (ii) an estimated Token range together with a maximum Token charge cap. Where technically feasible, you may be offered controls to set or lower a maximum cap for that execution.

8B.4. Execution of a Metered Service requires your affirmative confirmation.

8B.5. Tokens for Metered Services are deducted at processing initiation and/or progressively during processing, as displayed. Where progressive deduction is used, the Platform will, where feasible, display a running usage indicator or provide a post-run receipt in the Token Ledger.

8B.6. Token consumption shall be calculated in accordance with the pricing model displayed and confirmed at the time of execution. A pricing snapshot shall be recorded in the Token Ledger for each Token-consuming action.

8B.7. Variations in compute time resulting from user-selected complexity, data size, configuration, or third-party model responsiveness do not invalidate Token deductions where the disclosure and confirmation requirements of this clause 8B have been satisfied.

8B.8. Token disputes
If you believe Tokens were deducted in error, you must notify us at support@adema.ai within a reasonable time (and in any event within 30 days of the relevant deduction, unless mandatory law requires a longer period). Please provide the job/report ID. We will investigate using the Token Ledger and respond within 14 days. If the investigation confirms an error, the Tokens will be reinstated to your account.

9. Cooling-Off and Digital Performance (Consumers)

9.1. If you are a Consumer and entitled to a Cooling-Off Period, you acknowledge that the Services include digital content and digital services and that performance may begin immediately upon purchase.

9.2. By making an Immediate Performance Request (presented during checkout as a clear, affirmative step), you expressly request that Adema begin performance before the expiry of the Cooling-Off Period and acknowledge that you may lose your right to cancel once Digital Content is fully provided.

9.3. If you exercise your right to cancel within the Cooling-Off Period, the following principles apply:

(o) Subscription refunds are reduced proportionally to reflect Services already provided during the period between the start of the Subscription and the date of cancellation;
(p) Tokens already consumed (i.e., where Digital Content has been generated, downloaded, or accessed) are not refundable; and
(q) unused Tokens may be refunded only where required by law and where no Digital Content has been generated, downloaded, or accessed.

9.4. Refund formula (where applicable): Refund = Amount Paid minus (pro-rata value of Subscription access used, calculated on a daily basis) minus (Token Value × number of Tokens consumed). The refund is clamped at a minimum of £0.00.

9.5. Where Digital Content has been generated, downloaded, or accessed during the Cooling-Off Period following an Immediate Performance Request, the right to withdraw may be deemed waived to the extent permitted by applicable law.

9.6. Subscription + Token interaction: Where a Subscription Plan includes bundled Tokens or usage allowances, usage during any Cooling-Off Period is deducted from the included allocation prior to calculating any refund.

9.7. Anti-abuse: Where permitted by law, Adema may suspend access, withhold refund processing pending investigation (for a maximum of 14 days), and apply proportionate anti-abuse measures where usage patterns reasonably indicate exploitation of cooling-off or refund mechanisms. This clause does not limit your mandatory consumer rights under applicable law.

10. Suspension and Termination

10.1. We may suspend or terminate your access if you: breach these Terms; fail to pay fees when due; violate the AUP; or create a security, legal, or operational risk (including through abusive usage patterns). Where practicable, we will give prior notice before suspension, except in cases of fraud, imminent security threat, or legal requirement.

10.2. On termination, your right to use the Services ends immediately. Access to Digital Content may be restricted following termination, subject to applicable law and your plan terms.

10.3. If you cancel a Subscription Plan but keep your account open, you may continue to use any remaining Tokens (including Paid Tokens) in accordance with these Terms and Schedule 1. Token forfeiture (if any) is governed by Schedule 1 and may only apply in cases of material breach, fraud, chargebacks, or voluntary account deletion.

10.4. You may request termination of your account at any time by contacting support@adema.ai. Following account closure, Adema will process deletion of your personal data and User Data in accordance with clause 14.3 and the Privacy Policy.

10.5. Clauses that by their nature should survive termination will survive, including (without limitation): clauses 2, 6, 11, 12, 13, 14.3, 14.4, 14.5, 14.7, 14.8, and 14.9.

11. Intellectual Property and User Data

11.1. We own the Platform and all related intellectual property rights, including but not limited to: source code, algorithms, AI models, training data, databases, designs, trade marks, and documentation.

11.2. You retain ownership of User Data. By using the Services, you grant us a limited, non-exclusive, worldwide, royalty-free licence to process User Data solely to provide, maintain, secure, and improve the Services.

11.3. You represent and warrant that you have all necessary rights, licences, and permissions to provide User Data and that your User Data does not infringe any third-party rights or violate any applicable laws.

11.4. AI training: Adema does not use your User Data or Digital Content to train its general-purpose AI models without your explicit, informed opt-in consent. Anonymised, aggregated usage statistics may be used to improve Platform performance and features.

11.5. Upon termination and subject to clause 14.3, we will, at your election, return or delete your User Data (excluding anonymised or aggregated data that can no longer identify you) within 30 days.

12. Disclaimers and Liability

12.1 As is

Except as required by applicable law, the Services are provided "as is" and "as available". We do not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components.

12.2 Liability cap

(a) Business users: Adema's total aggregate liability arising under or in connection with this agreement (whether in contract, tort, negligence, strict liability, or otherwise) shall not exceed the total fees actually paid by the User to Adema in the twelve (12) months immediately preceding the event giving rise to the claim.
(b) Consumers: Liability shall not exceed the total amount paid by the Consumer under the relevant Subscription or Token purchase giving rise to the claim, subject always to your mandatory statutory rights.

12.3 Excluded losses

To the maximum extent permitted by applicable law, Adema is not liable for: indirect, special, incidental, or consequential losses; loss of profits, revenue, or anticipated savings; loss of data (beyond reasonable restoration efforts); loss of business, contracts, or goodwill; business interruption; or reputational damage.

12.4 Non-excludable liability

Nothing in these Terms excludes or limits liability for:

(r) death or personal injury caused by negligence;
(s) fraud or fraudulent misrepresentation;
(t) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(u) any other liability that cannot be excluded or limited under applicable law.

12.5 AI-specific limitation

Without limiting the above, Adema is not liable for any loss, damage, cost, or expense arising from reliance on AI-generated outputs, planning assessments, financial projections, operator matches, market analyses, feasibility outputs, or any other Digital Content. The Output Disclaimers apply to all Digital Content.

13. Data Protection

13.1. We will handle your personal data in accordance with our Privacy Policy (available at adema.ai/privacy) and applicable law (including UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003).

13.2. Where we process personal data on your behalf (i.e., as a data processor), the terms of the Data Processing Addendum apply.

13.3. We will not use your User Data for purposes outside the scope of delivering, maintaining, securing, and improving the Services without your explicit consent.

13.4. You are the data controller for any personal data you upload or input into the Platform. You are responsible for ensuring you have a valid legal basis for processing such data.

14. General

14.1 Changes to these Terms

We may update these Terms on not less than thirty (30) days written notice (by email and/or in-Platform notification). The notice will specify the effective date and summarise the material changes. Continued use of the Services after the effective date constitutes acceptance. If you do not agree with the changes, you may terminate your account before the effective date and receive a pro-rata refund of any prepaid Subscription fees for the unused period.

14.2 Force majeure

Adema is not liable for any delay or failure to perform its obligations where such delay or failure results from events beyond its reasonable control, including: internet or hosting infrastructure outages, third-party service failures, cyber-attacks, government or regulatory actions, pandemics, natural disasters, or other force majeure events.

14.3 Data retention after termination

Following termination or account closure, Adema may delete User Data after thirty (30) days unless otherwise agreed in writing, required by law, or subject to an active legal hold. You are responsible for exporting any required Digital Content or User Data prior to termination.

14.4 Entire agreement (B2B)

For business users, this agreement (comprising the documents listed in clause 1.5) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings. Business users acknowledge that they have not relied on any statement, promise, or representation not expressly set out herein. Nothing in this clause excludes liability for fraudulent misrepresentation.

14.5 Third-party rights

No person other than you and Adema may enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.

14.6 Assignment

Adema may assign or transfer this agreement (in whole or in part) in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, provided that Adema gives you written notice. You may not assign or transfer your rights or obligations under these Terms without Adema's prior written consent.

14.7 Severability

If any provision of these Terms is found by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

14.8 Waiver

No failure or delay by Adema in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise preclude any further exercise thereof.

14.9 Governing law and jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. For business users, the courts of England and Wales shall have exclusive jurisdiction. For Consumers, the courts of the Consumer's country of habitual residence shall have non-exclusive jurisdiction where required by mandatory consumer protection law.

14.10 Complaints and dispute resolution

If you have a complaint, please contact support@adema.ai with a description of the issue and any relevant account or transaction details. We will acknowledge your complaint within 5 business days and endeavour to resolve it within 14 days. If we cannot resolve a complaint to your satisfaction, Consumers may be eligible for alternative dispute resolution. Information about ADR options is available from the Citizens Advice consumer helpline (0808 223 1133).

14.11 Notices

Notices to Adema must be sent in writing to the registered office address or by email to the relevant contact below. Notices to you will be sent to the email address associated with your account.

14.12 Contact details

End of Adema Terms of Service (v1.0, 28 February 2026)