VEDI - TERMS AND CONDITIONS

Version 2.1
Last updated: 4 September 2026

Important Notice. These Terms and Conditions (the “Terms”) govern your access to and use of the Vedi platform operated by Chern & Co Limited. Please read them carefully before registering for an Account or otherwise using the Platform. By visiting, browsing, or accessing any part of the Platform (including limited data available without an account), you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree to these Terms, you must immediately cease all use of the Platform.

These Terms apply alongside our Privacy Policy and Cookie Policy, which are incorporated by reference. We will give you not less than 15 days’ notice on a durable medium of any material change to these Terms, in accordance with Regulation (EU) 2019/1150 (the “P2B Regulation“). The current version, with the date of last update, will always be available on the Vedi website.

1. DEFINITIONS AND INTERPRETATION

In these Terms, the following expressions shall have the following meanings:
“Account” means the registered user account issued by Chern & Co to the Client to access the Platform.
“Agreement” means these Terms, together with the Privacy Policy, the Cookie Policy, any applicable Order Form, and any schedules, annexes, or specific terms referenced herein, as amended from time to time.
“AI System” means any artificial intelligence model, machine learning system, large language model, or similar tool operated by or on behalf of the Client that consumes, processes, or generates outputs derived from the Data or Output Data.
“AIM System” means any system comprising hardware and software that uses machine learning models, neural networks, or large language models (LLMs) to make decisions or generate outputs based on patterns or probabilistic logic.
“AI Data” means any data or outputs generated by the Client’s AI Systems resulting from the processing of Output Data.
“Business Day” means a day other than a Saturday, Sunday, or public holiday in the Republic of Ireland.
“Client” means the legal entity (including a sole practitioner) that registers an Account or otherwise enters into this Agreement, and any individual who accesses the Platform on its behalf.
“Commencement Date” means the date on which the Client first completes the registration procedure and accepts these Terms, or first accesses the Platform, whichever is earlier.
“Company Record” means information held within or comprising part of the Data in respect of a single company, limited liability partnership, limited partnership, sole trader, business name, or other business entity.
“Credit Reports” means the stand-alone products or services that contain information in a Company Record bearing upon the creditworthiness of a business entity, including Credit Ratings, Credit Limits, and payment history.
“Credit Risk Bands” means an assessment of creditworthiness by linking a business entity to a specific credit risk category, score, or band.
“Credit Score/ Risk Indicator” means an assessment of credit worthiness of a company or other business entity based on an algorithmic analysis of available data (financial or otherwise).
“Credit Limit” means a recommended financial limit for credit based on data analysis.
“CRO” means the Companies Registration Office of Ireland.
“CRO Database” or “Registrar’s Database” means the systematic and methodical electronic databases of company and business names records compiled and maintained by the Registrar of Companies pursuant to Section 891 of the Companies Act 2014 and Section 16 of the Registration of Business Names Act 1963.
“Data” means the official bulk data sets and image files relating to companies, business names, officers, and registered statutory documents in Ireland, licensed to Chern & Co by the Registrar of Companies (the “Data Provider” or the “Registrar”) pursuant to official bulk licensing agreements, together with any daily updates or weekly loads.
“Data Protection Legislation” means all applicable data protection and privacy legislation in force, including the EU GDPR, the UK GDPR, and the Irish Data Protection Act 2018.
“Documents” means the scanned, digitised images of official company or business name forms, financial accounts, and statutory filings submitted by third parties to the CRO and provided on the Platform in PDF format under license from the Registrar.
“Fees” means the subscription fees, credit purchase charges, or transaction fees payable by the Client to access the Platform and its Services, as published on the Vedi pricing portal or detailed in an Order Form.
“Intellectual Property Rights” (or “IPR”) means patents, rights to inventions, copyright, trade marks, business names, domain names, database rights, and all other intellectual property rights, whether registered or unregistered, subsisting anywhere in the world.
“Output Data” means the data, reports, dashboards, alerts, or other information, in whatever form, made available to the Client through the Platform in the course of providing the Services.
“Permitted Use” means the limited, internal business use of the Output Data and Documents by the Client’s authorised Users solely for corporate due diligence, company verification, KYC/AML compliance, business research, fraud prevention, and corporate onboarding, to the exclusion of any commercial redistribution, resale, scraping, or external AI ingestion.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data made available through the Platform.
“Platform” means the Vedi business intelligence platform made available at https://vedi.ie , including all interfaces, dashboards, APIs, mobile or desktop clients, and supporting services.
“Registrar” means the Registrar of Companies in Ireland, and her successors and assigns.
“SCC” means the Standard Contractual Clauses approved by the European Commission for the transfer of personal data to third countries (Commission Implementing Decision (EU) 2021/914), and any successor clauses
“Services” means the provision of access to the Platform, the Output Data, the Derived Database, and any associated support, as more particularly described in the Documentation.
“Serious Incident” means an event involving high-risk or general-purpose AI systems that results in significant harm or disruption, including breaches of fundamental rights or damage to property.
“Territory” means the Republic of Ireland.
“Third Country” means a country or territory outside the European Economic Area or the United Kingdom that has not been granted adequacy status under Data Protection Legislation.
“Raw Format” means the Data as supplied to Chern & Co by the Registrar of Companies in its raw, unprocessed, or bulk state. The Client is strictly prohibited from accessing, requesting, or attempting to obtain Data in its Raw Format, and must only access and utilise Data as part of a Value-Added Product via the Platform.
“User” means any person who accesses the Platform, whether as an unregistered visitor or a registered Client.
“Updates” means the daily or periodic refreshes to the Data provided by the Data Provider to keep the records current.

Interpretation. In these Terms: (a) a reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time; (b) any phrase introduced by “including”, “in particular”, or any similar expression is illustrative and does not limit the sense of the words preceding it; (c) references to “writing” include email and similar means of electronic communication; and (d) headings are for convenience only and do not affect interpretation.

2. ACCEPTANCE OF TERMS

2.1 These Terms apply to all persons who access the Platform, whether as an unregistered visitor or as a registered Client. Any Person accessing limited public-facing data without registration does so subject to these Terms.
2.2 To register for an Account, purchase a subscription, or otherwise receive the Services, the Client must complete the online registration process. During registration, the Client will be required to give explicit consent to these Terms, the Privacy Policy, and the Cookie Policy by clicking an acceptance box (the “click-wrap” mechanism). This action creates a binding contractual relationship between the Client and Chern & Co.
2.3 The individual completing registration on behalf of an organisation warrants and represents that they have the legal capacity and authority to bind the organisation to this Agreement.
2.4 Chern & Co may, at its sole and absolute discretion, refuse, suspend, or revoke any registration or Account where it suspects the info is inaccurate, the applicant is not a bona fide business user, or that registration would violate upstream CRO licensing terms.
2.5 Competitors of Vedi or Chern & Co, including their employees, agents, or affiliates, are strictly prohibited from registering an Account or accessing the Platform. Any such access is a material breach and will result in immediate termination, forfeiture of fees, and legal action.
2.6 Where these Terms are updated, the Client will be required to log in and accept the most current version. Material changes will be notified at least 15 days in advance on a durable medium in accordance with the P2B Regulation, except where a shorter period is required to comply with a legal obligation, address an imminent security risk, or address a breach of these Terms.

3. ACCOUNT, USERS, AND ACCESS

3.1 The Client is responsible for maintaining the confidentiality of all Account credentials and for all activity carried out under the Account. The Client must notify Chern & Co immediately at [email protected] if it suspects unauthorised access.
3.2 Where a subscription includes more than one named user seat, each seat must be allocated to a single named individual. Sharing of credentials between individuals is strictly prohibited and constitutes a material breach of these Terms. A maximum of five (5) registered devices are permitted under each user account (the “Device Limit”). Accessing the service from more than five (5) devices, or sharing login credentials, constitutes a material breach and results in immediate service termination without notice.
3.3 Chern & Co may apply technical measures, including geolocation, IP filtering, and rate limiting, to enforce these restrictions. Any attempt to circumvent such measures, including via VPNs or proxies, is a material breach.
3.4 The Services are designed and intended solely for interactive, human-driven consumption of data by natural persons (“Natural User Access”) to support interactive searching.
3.5 Any data extraction, harvesting, or access through automated means - including but not limited to APIs (unless separately licensed), bots, scripts, crawlers, screen scraping, or any non-human interface - is strictly prohibited. Circumventing access controls or security filters constitutes a material breach and will lead to immediate account termination.

3.6 Free Trial Eligibility and Corporate Domain Requirement.
3.6.1 Free Trial access to the Services (a “Free Trial”) is not granted automatically upon registration. To request a Free Trial, a user (regardless of whether they register with a corporate or a public email domain) must submit a formal request using a contact form at https://vedi.ie/contact (specifying the email address used for their registration on the Platform) or by sending an email to [email protected] directly from the email address used for their registration on the Platform.
3.6.2 Chern & Co reserves the absolute right, at its sole discretion, to approve or deny any such request, and to determine the exact duration, scope, and specific conditions of any Free Trial granted to such users.
3.6.3 Users registering with public, generic, or personal email domains (including, but not limited to, gmail.com, yahoo.com, outlook.com, hotmail.com, or other general-purpose and consumer email services as determined by Chern & Co’s internal classification systems) are subject to the same manual review process. Any Free Trial approved for such users shall be strictly personal and subject to the exclusions set forth in Clause 3.8.3.
3.7 Prohibition of Disposable and Temporary Email Services
The use of disposable, temporary, anonymous, or automated email addresses (commonly referred to as “burner emails”, “5-minute mail”, or “throwaway accounts”) for registration or account creation is strictly prohibited. Chern & Co maintains a dynamically updated proprietary database of prohibited disposable email domains. Any registration attempt using such email addresses will be automatically blocked, and any existing accounts found to be operating with temporary or disposable email addresses will be immediately terminated with forfeit of any stored data, without prior notice and without liability.
3.8 Domain-Based Trial and Shared Team Pool
Any approved Free Trial is granted strictly on a per-email-domain basis (the “Domain Pool”) rather than to individual users:
3.8.1 The approved trial period of such duration as determined by Chern & Co (the “Designated Trial Period”) commences automatically on the date when the Free Trial is activated for the first approved user of a specific corporate email domain (e.g., @yourcompany.com).
3.8.2 Any subsequent users who register with an email address under the same corporate email domain will automatically join the existing team workspace (the “Team”) and will only be entitled to use the remaining balance of the original Designated Trial Period associated with that domain, without the need to submit a separate request under Clause 3.6.1.
(For the avoidance of doubt, if User A initiates a 60-day trial, for example, under @company.com, and User B registers under @company.com fifteen (15) calendar days later, User B will only receive forty-five (45) days of Free Trial access as part of the shared team pool).
3.8.3 For the avoidance of doubt, the automatic Domain Pool and automatic shared team pool provisions set forth in this Clause 3.8 shall not apply to users approved under Clause 3.6.2 or 3.6.3 who registered using public, generic, or personal email domains. No other users registering with the same public or generic domain shall automatically acquire any rights to, or share in, such Free Trial. However, such users are permitted to share their approved Free Trial with colleagues or other individuals by explicitly inviting them to join their workspace through the Platform’s native invitation functionality, subject always to the named user seat and Device Limits set forth in Clause 3.2.

3.9 Team Privacy and Access Controls. The administrator(s) of a corporate team account may restrict access to their Domain Pool by modifying the Team privacy settings from “Open” to “Invite Only” or “Request to Join”. If such restricted settings are enabled, subsequent users registering with the same corporate domain will not automatically join the Team or receive access to the remaining Free Trial until they are formally approved or invited by an authorised team administrator.

4. LICENCE GRANT AND PERMITTED USE

4.1 Subject to the Client’s continued compliance with these Terms and payment of the applicable Fees, Chern & Co grants the Client a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access the Platform and to use the Output Data and the Derived Database within the Territory and on a Single Enquiry Basis, solely for the Permitted Use during the term of this Agreement.
4.2 The licence granted under clause 4.1 includes the right to download, store internally, and process Output Data within the Client's own systems strictly for the Permitted Use, subject always to the restrictions in clauses 5 and 7.
4.3 The Client acknowledges that the Data is licensed to Chern & Co by a third-party Data Provider and that the Client’s rights are derivative of, and limited by, the upstream licensing terms agreed between Chern & Co and this Data Provider.

5. RESTRICTIONS AND PROHIBITED ACTIVITIES

5.1 The Client shall not, and shall not permit any third party to:
5.1.1 sell, sublicense, transfer, distribute, or otherwise make available any part of the Data, the Output Data, or the Derived Database (or any results, output, or materials derived from them) to any third party;
5.1.2 access, attempt to access, request, or attempt to obtain the Data in its Raw Format, or attempt to extract Data in bulk by means of scraping, automated download, reverse engineering, or any similar method;
5.1.3 use the Data, the Output Data, or the Derived Database to engage in, facilitate, or permit any Unsolicited Marketing Communications, or redistribute the Data in its raw format, or utilize the Data in any manner that infringes the Government Copyright (governed by Section 191 of the Copyright and Related Rights Act, 2000) or database rights of the Registrar;
5.1.4 incorporate the Output Data into any product or service that is sold, distributed, or otherwise made available to any third party;
5.1.5 download, request, or aggregate in excess of 200,000 Company Records (whether in a single request or in multiple requests) without the prior written consent of Chern & Co;
5.1.6 use the Data or Output Data relating to non-limited entities or sole traders to compile lists for telesales, telemarketing, or direct email campaigns, or to build a telephone or business directory;
5.1.7 use any personal data obtained via the Platform for direct marketing or other unsolicited communications;
5.1.8 use the Platform in a way that is unlawful, fraudulent, deceptive, or that infringes the rights of any third party;
5.1.9 interfere with or disrupt the integrity or performance of the Platform, or attempt to gain unauthorised access to it or to its related systems or networks;
5.1.10 input the Data, the Output Data, or the Derived Database into any AI System for the purpose of training, fine-tuning, or otherwise developing any model that will be made available to third parties, except for internal AI use that does not result in any external model output incorporating the Data;
5.1.11 do or permit anything which may unfairly or unlawfully damage the reputation or integrity of Chern & Co, the Data Provider, the Data, or the Services.
5.1.12 use of any automated system or software to extract data from the Platform (“screen scraping”).
5.2 Any breach of this clause 5 is a material breach which entitles Chern & Co to suspend or terminate access immediately, without prejudice to any other rights or remedies.

6. TERRITORIAL LIMITATIONS

6.1 Access to and use of the Platform is strictly limited to Clients operating within the Territory. The Client shall not establish a sales office or business operation outside the Territory that uses or relies on the Data, the Output Data, or the Derived Database.
6.2 Chern & Co may implement technical measures, including geolocation and IP filtering, to enforce this restriction. Any attempt to circumvent such measures is a material breach of these Terms.
6.3 The Client shall not transfer any personal data received via the Platform to a Third Country except where lawfully permitted under the Data Protection Legislation, and where appropriate safeguards (including the SCC, where applicable) are in place.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All Intellectual Property Rights in the Data, including any updates and refreshes thereof, remain the exclusive property of the Data Provider and its licensors. Nothing in these Terms transfers any ownership rights in the Data to the Client.
7.2 All Intellectual Property Rights in the Platform, the Derived Database, the Output Data structures, the proprietary analytical models, the user interface, and the Documentation are and remain the exclusive property of Chern & Co or its licensors.
7.3 Subject only to the licence expressly granted in clause 4, no other rights, express or implied, are granted to the Client. Any rights not expressly granted are reserved.
7.4 If the Client provides feedback, suggestions, or improvement ideas relating to the Platform, the Client grants Chern & Co a perpetual, irrevocable, worldwide, royalty-free licence to use such feedback for any purpose. 7.5 The Client expressly acknowledges and admits that the copyright and database rights in the Data, the CRO Database, and any official registries of the Republic of Ireland are Government Copyright under and by virtue of Section 191 of the Copyright and Related Rights Act, 2000, and are protected by national and international intellectual property laws. The Client’s right to use such Data is strictly limited to the derivative, non-exclusive license granted under Clause 4.

8. PRIVACY AND DATA PROTECTION

8.1 Each party shall comply with all aspects of the Data Protection Legislation at all times. The processing of personal data by the Platform is described in the Vedi Privacy Policy and Transparency Notice, which are incorporated into these Terms by reference.
8.2 Chern & Co and the Client each act as independent data controllers in respect of personal data processed in connection with the Platform. The Client is solely responsible for establishing a valid lawful basis under the Data Protection Legislation for accessing, using, downloading, and further processing any personal data obtained via the Platform, including data relating to directors, officers, beneficial owners, and other natural persons in their professional capacity.
8.3 The Client acknowledges that it is its duty to record and demonstrate the existence of its lawful basis for processing and shall provide such records to Chern & Co or the Data Provider upon request
8.4 As required by Article 14 of the EU GDPR, the Client is informed that professional data relating to business officers, directors, shareholders, and beneficial owners is obtained by Chern & Co from the Registrar, which compiles such information from official statutory filings made pursuant to Irish company legislation.

8.5 The Client warrants that it shall maintain appropriate technical and organisational measures to protect the Data and any personal data accessed via the Platform from accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access. These measures shall, as a minimum, follow the principles of ISO/IEC 27001.
8.6 The Client shall notify Chern & Co without undue delay, and in any event without delay of becoming aware of any Personal Data Breach affecting personal data obtained via the Platform.
8.7 Where personal data made available via the Platform is to be transferred by the Client to a Third Country, the SCC and any equivalent UK transfer mechanisms shall apply, and the Client shall comply with all applicable transfer obligations under the Data Protection Legislation.
8.8 The Client is strictly prohibited from using personal data obtained via the Platform for direct marketing, profiling for marketing purposes, or any other unsolicited communications.
8.9 The Client is strictly prohibited from processing Output Data using any open-source AI System without the separate prior written consent of the Data Provider.
8.10 If the Client incorporates Output Data into any AI System, it must ensure the data is encrypted using at least Advanced Encryption Standard (AES) with a minimum 256-bit key.

9. FEES, PAYMENT, AND TAXES

9.1 The Client shall pay the Fees applicable to the selected subscription plan, as displayed on the Vedi website at the time of registration or order, or as set out in any applicable Order Form. Fees are quoted in Euro and are exclusive of VAT, which will be charged at the applicable rate.
9.2 Each subscription plan provides the Client with a specific allocation of Credits to be used for accessing Company Records and Output Data.
9.3 The Client acknowledges that each request for a report or specific data enquiry (a “Single Enquiry”) will result in the deduction of one or more Credits from the Client’s balance.
9.4 Depending on the selected plan, Credits are allocated as a fixed amount (e.g., annual or monthly bulk credits) and/or a recurring daily allowance (e.g., “1 new credit per day”).
9.5 Credits are valid only for the duration of the current billing cycle (monthly or annual). Any unused Credits at the end of a billing period or upon termination of the Agreement shall be forfeited and will not be carried over to any renewal period or subsequent subscription.
9.6 All payments and Fees are non-refundable. There are no credits or refunds for partially used subscription periods, nor will any refunds or credits be issued for cancelled subscriptions. Upon cancellation or termination of this Agreement, any remaining Credits or subscription allowances shall be immediately forfeited and will not be carried over, refunded, or credited to any other account.
9.7 Payment is processed through a third-party payment processor (Stripe). The Client authorises Chern & Co to charge the registered payment method for all Fees due in advance.
9.8 If any sum is overdue, Chern & Co reserves the right to:
(i) charge interest on overdue amounts at a rate of 4% above the European Central Bank's main refinancing rate, accruing daily;
(ii) immediately suspend access to the Platform and the use of any remaining Credits until payment is made in full; and
(iii) terminate this Agreement for non-payment on 7 days’ written notice.
9.9 Chern & Co may revise the Fees or Credit allocations from time to time. Any changes for existing subscriptions will be notified to the Client at least 30 days before the renewal date and will only take effect at the next renewal.

10. WARRANTIES AND DISCLAIMERS

10.1 Chern & Co warrants that the Services will be provided with reasonable skill and care. Chern & Co will use commercially reasonable efforts to make the Platform available 24/7, subject to scheduled maintenance and circumstances beyond its reasonable control.
10.2 THE DATA AND THE OUTPUT DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. The Data and the Documents are accepted in good faith from official public records. Chern & Co makes no representation and gives no warranty as to the completeness or accuracy of any information filed by third parties with the Registrar of Companies. Chern & Co shall not be liable for any service interruptions, delivery delays, or data omissions caused by the Registrar or the Companies Registration Office.
10.3 The Client assumes sole responsibility for any decisions or conclusions drawn from the Data or Output Data, and for any actions taken (or not taken) in reliance on them. The Output Data is intended to support, not replace, the Client’s own due diligence, professional judgment, and risk assessment processes.
10.4 Nothing in the Output Data constitutes legal, accounting, tax, financial, or investment advice and does not create any professional advisor relationship between the Client and Chern & Co.
10.5 Except as expressly set out in these Terms, all warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise (including any implied warranty of merchantability, satisfactory quality, or fitness for purpose), are excluded to the maximum extent permitted by law.

11. LIMITATION OF LIABILITY

11.1 Nothing in these Terms excludes or limits the liability of either party for:
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation; or
(iii) any other liability that cannot lawfully be excluded or limited.
11.2 Subject to clause 11.1, Chern & Co’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client to Chern & Co in the twelve (12) month period immediately preceding the event giving rise to the claim.
11.3 Subject to clause 11.1, neither party shall be liable for any:
(i) loss of profits, revenue, or anticipated savings;
(ii) loss of business, contracts, or goodwill;
(iii) loss or corruption of data;
(iv) loss arising from business interruption; or
(v) any indirect, special, or consequential loss, in each case howsoever arising.
11.4 The Client acknowledges and agrees that under no circumstances shall the Data Provider be held liable to the Client for any losses, damages, liabilities, claims, costs, actions, or other expenses suffered or incurred as a result of the use or provision of the Data.

12. INDEMNITY

12.1 The Client shall indemnify, defend, and hold harmless Chern & Co and its data licensors (including the Data Provider) and their respective parents, subsidiaries, affiliates, officers, employees, and agents from and against any and all actions, judgments, proceedings, liabilities, losses, costs, expenses, damages, claims, or demands (including reasonable legal fees) made by any third party or incurred or suffered as a result of:
(i) the Client's or any of its users' use of the Data, the Output Data, the Derived Database, or the Services;
(ii)any breach by the Client of these Terms;
(iii) any violation by the Client of any applicable laws or regulations in connection with this Agreement, the Data, or the Services.

13. AUDIT AND COMPLIANCE

13.1 The Client shall keep, in paper and electronic form, detailed, accurate, and up-to-date records showing its use of the Data and the Output Data, the steps taken by the Client to secure and protect the Data, and the steps taken by the Client to comply with these Terms (the “Records”). The Records must be sufficient to enable verification of the Client’s compliance with this Agreement.
13.2 The Client shall permit Chern & Co (and the Data Provider where required by Chern & Co's upstream licence) to inspect, on no less than 3 Business Days’ written notice and during Business Hours, the Records and any computer systems relating to the use or storage of the Data, for the purpose of auditing the Client's compliance with these Terms. Such audit rights shall survive for twelve (12) months following termination of this Agreement.
13.3 Chern & Co may insert and monitor selected Company Records within the Output Data delivered to the Client, and may track and trace the distribution and presence of such Company Records in the marketplace, in order to verify compliance with these Terms.
13.4 If an audit reveals a material non-compliance, the Client shall reimburse Chern & Co for the reasonable costs of the audit, without prejudice to any other rights or remedies.

14. TERMINATION AND DATA DELETION

14.1 Either party may terminate this Agreement on 30 days' written notice, such termination to take effect at the end of the then-current subscription term. Single Enquiry purchases are not subject to this notice period.
14.2 Chern & Co may suspend or terminate access to the Platform with immediate effect if:
(i) the Client breaches clauses 3, 4, 5, 6, 8, or 9 of these Terms;
(ii) the Client fails to pay any Fees when due and remains in arrears for 14 days;
(iii) the Client becomes insolvent or enters into any form of liquidation, examinership, or receivership; or
(iv) Chern & Co is required to do so to comply with its obligations to the Data Provider or with applicable law.
14.3 Where Chern & Co terminates a business user’s access for any reason other than a serious or repeated breach of these Terms, Chern & Co will provide a statement of reasons at least 30 days in advance, in accordance with the P2B Regulation.
14.4 Upon termination, the Client shall, within 30 days, permanently delete or destroy all copies of the Data, the Output Data, and any materials derived from them. The Client may retain copies of the Output Data solely to the extent strictly required to comply with its statutory or regulatory retention obligations (including, but not limited to, compliance with the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021 of Ireland), provided that any such retained data shall remain subject to the confidentiality and security obligations under this Agreement.
14.5 On request from Chern & Co, the Client shall promptly provide written certification, signed by a duly authorised officer, confirming compliance with clause 14.4.
14.6 Clauses 5, 7, 8, 10, 11, 12, 13, 14.4, 14.5, 16, and 17 shall survive termination.
14.7 If access is terminated due to a material breach (including competitor access, scraper/bot use, credential sharing, or device limit abuse),
(i) access is immediately blocked;
(ii) all paid subscription fees and credits are strictly non-refundable and forfeited; and
(iii) Chern & Co reserves the right to pursue all available legal remedies and statutory damages.

15. COMPLAINT HANDLING AND DISPUTE RESOLUTION

15.1 Chern & Co operates an internal complaint-handling process in accordance with Article 11 of the P2B Regulation. Complaints may be submitted to [email protected] . Chern & Co will acknowledge receipt within 5 Business Days and aim to provide a substantive response within 20 Business Days.
15.2 Without prejudice to clause 15.3, the parties shall attempt to resolve any dispute arising out of or in connection with this Agreement by negotiation in good faith between authorised representatives.
15.3 If a dispute cannot be resolved within thirty (30) days of being escalated, either party may refer the dispute to mediation. To comply with Article 12 of Regulation (EU) 2019/1150, the parties agree to engage in mediation in good faith with one of the following independent mediation bodies:
(i) The Mediators’ Institute of Ireland (MII); or
(ii) The Dublin Dispute Resolution Centre (DDRC). The mediation shall be conducted in Dublin in accordance with the Mediation Act 2017 of Ireland.

16. CONFIDENTIALITY

16.1 Each party shall keep confidential, and shall not use except for the purposes of this Agreement, all non-public information, in any form, disclosed by the other party (or by Chern & Co’'s data licensors) and identified or reasonably understood to be confidential. The obligations in this clause do not apply to information which is or becomes publicly available other than through breach of this Agreement, was lawfully known prior to disclosure, or is independently developed.
16.2 The Client acknowledges that the structure, organisation, and content of the Derived Database, and any non-public technical information about the Platform, constitute confidential information of Chern & Co.

17. THIRD-PARTY RIGHTS

17.1 Except as expressly provided in this Clause 17.1, a person who is not a party to this Agreement shall have no rights to enforce any term of this Agreement. The Client acknowledges and agrees that the Data Provider (the Registrar of Companies) is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms of this Agreement directly against the Client as if it were a party hereto, including, in particular, the restrictions in Clauses 5 and 6, the data protection obligations in Clause 8, the audit rights in Clause 13, and the termination obligations in Clause 14.4.
17.2 The Client acknowledges that the Data Provider has no liability to the Client under this Agreement, and that any rights enforceable by the Data Provider under this clause 17 may be exercised at the Data Provider’s discretion.

18. GENERAL

18.1 Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strike, fire, flood, pandemic, governmental action, or interruption of essential utilities or telecommunications.
18.2 The Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Chern & Co. Chern & Co may assign this Agreement to any group company or to any successor in connection with a corporate reorganisation, merger, or sale of business.
18.3 This Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes any previous understandings, communications, or representations, whether written or oral. Nothing in this clause limits liability for fraudulent misrepresentation.
18.4 Save as expressly provided in clause 2.6, no variation of this Agreement is valid unless made in writing and signed by, or on behalf of, each party.
18.5 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
18.6 A failure or delay in exercising any right under this Agreement does not constitute a waiver of that right.
18.7 Any notice must be in writing and sent by email to [email protected] (for Chern & Co) or to the email address registered with the Account (for the Client), or by pre-paid first-class post to the registered office. Notices take effect on the next Business Day after sending.

19. GOVERNING LAW AND JURISDICTION

19.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Republic of Ireland.
19.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Ireland.

20. CONTACT DETAILS

Chern & Co Limited
Trading as Vedi
Registered in Ireland, company number 604324
Registered office: 18 Mallow Street, Limerick, V94 N12Y, Ireland
Email: [email protected]
Telephone: +353 1 485 4244
Website: https://vedi.ie/