Terms and Conditions

PLEASE READ THE FOLLOWING TERMS CAREFULLY BECAUSE, BY ACCESSING AIDASH’S SOFTWARE APPLICATIONS OR WEB PORTAL, INCLUDING, WITHOUT LIMITATION, AIDASH’S PROPRIETARY BIODIVERSITY BNGAI™ SERVICE YOU ACCEPT AND AGREE TO THEM. PLEASE ALSO READ OUR PRIVACY POLICY LOCATED ON OUR WEBSITE AT WWW.AIDASH.COM, TO LEARN HOW WE COLLECT AND USE INFORMATION.

Welcome to AIDASH!

These AiDash Terms of Use (these “Terms”) explain the relationship between AiDash, Inc., a Delaware corporation, (“AiDash”, “we” or “us”) and you when you use and in some cases purchase AiDash’s proprietary software applications and related services, including, without limitation, BNGAI™ (including all related documentation, updates and upgrades thereto) and all related services described herein (collectively, the “AiDash Services”).

For the purposes of these Terms, “you” or “your” refers to you as the user of the AiDash Services.

THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY, FORM AN AGREEMENT BETWEEN YOU AND AIDASH. BY USING THE AIDASH SERVICES, YOU REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT. IF YOU ARE USING THE AIDASH SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND AIDASH AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS. IF YOUR EMPLOYER IS ALREADY A PARTY TO A SEPARATE WRITTEN AGREEMENT WITH AIDASH WITH RESPECT TO YOUR USE OF THE AIDASH SERVICES THEN IN THAT CASE SUCH SEPARATE WRITTEN AGREEMENT WILL CONTROL.

  1. License Grant. The AiDash Services are owned by AiDash and are licensed, not sold, to you. AiDash grants to you a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the AiDash Services subject to the limitations set forth in these Terms, any relevant ordering document related to the AiDash Services (“Order Form”) and any and all other terms and policies set forth in the AiDash Services. You acknowledge that the source code for the AiDash Services and other trade secrets embodied in the AiDash Services have not been and will not be licensed or otherwise disclosed to you. All rights not expressly granted herein are reserved by AiDash.
  2. Use of AiDash Services.
    1. Registration: You may be required to register and create an account to use the AiDash Services (“Account”). You agree that you will maintain and update your registration and account information to ensure it is current, complete and accurate and that we have the right to terminate your Account and use of the AiDash Services if you provide untrue, incomplete or inaccurate information. Use of the AiDash Services is limited to the specific Project that you have registered with AiDash via the AiDash web portal. For purposes of these Terms, a “Project” is a specific land site for the purposes of habitat, biodiversity or similar assessment including Biodiversity Net Gain (BNG) that you have listed in the AiDash web portal for use with the AiDash Services. You may add additional Projects from time to time via the AiDash Services.
    2. Your Responsibilities: You are responsible for providing the equipment and services that you need to access and use the AiDash Services. AiDash does not guarantee that the AiDash Services are accessible on any particular equipment or device or with any particular software or service plan.

      You are responsible for all activities that occur through your Account, whether or not authorized by you. Please do not share your Account or any of its information with any other person.

      You will use the AiDash Services only for your internal business purposes and in accordance with applicable laws, rules and regulations. You are responsible for all of your activities that occur within, through or as a result of your use of the AiDash Services. You agree that you will not use the AiDash Services for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy or other rights. You agree that you will not use the AiDash Services if you are under the age of majority in your place of residence or otherwise not fully able and competent to agree to these Terms.

      If you use the AiDash Services on your mobile device, you are solely responsible for all message and data fees charged by your wireless service provider. Please contact your mobile service provider for pricing plans and details. AiDash is not liable for any delays, interruptions or other transmission errors related to your device, service or wireless service provider.

      Except as specifically permitted in these Terms or expressly authorized in writing by AiDash, you agree that you will not directly or indirectly: (a) distribute, sell, assign, encumber, transfer, rent, lease, sublicense, modify or time-share the AiDash Services; (b) use any of the AiDash Services in any service bureau arrangement or on behalf of any third party; (c) reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify any of the AiDash Services; or (d) permit any third party to engage in any of the acts described in clauses (a) through (c).

      You are not permitted to: (w) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in any of the AiDash Services; (x) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any of the AiDash Services; (y) use any means to discover the source code of the AiDash Services or to discover the trade secrets in the AiDash Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the AiDash Services.

      You are responsible for complying with all laws, rules and regulations that apply to your use of the AiDash Services.

      You may not, nor may you allow others, to directly or indirectly, do any of the following for any reason:
      • access and/or use anyone else’s account registration information, or access and/or use the AiDash Services by use of anyone else’s account/profile and/or account registration information;
      • authorize or permit anyone else to access and/or use your account registration information, or access, visit and/or use the AiDash Services by use of your account/profile and/or registration information or impersonate, imitate or pretend to be somebody else;
      • except as permitted by us, make any commercial, advertising, promotional, or marketing use of the AiDash Services;
      • post, upload, transmit, send or otherwise make available on or through the Icon Products any content that constitutes junk mail, spam, pyramid schemes, chain letters, phishing, advertising, and/or commercial offers;
      • use any bots, cheats, macros, scripts, or any form of auto-responder, or use any other automated process;
      • engage in personal attacks, use any language that is, or post, upload, transmit, send or otherwise make available on or through the AiDash Services any content about an individual that is, abusive, intimidating, bullying, harassing, hateful, violent, or that victimizes, degrades, defiles or disparages an individual, on or through the AiDash Services;
      • use any language that is, or post, upload, transmit, send or otherwise make available on or through the AiDash Services any content about a group that is, hateful, violent, or that victimizes, degrades, defiles or disparages any group based on race, gender, religion, national origin, disability, sexual orientation, or age, or otherwise engage in what we deem to be racism, sexism, ageism, religious intolerance, bigotry, ethnic slurs, or homophobia;
      • use any language, or post, upload, transmit, send or otherwise make available on or through the AiDash Services any content that may or is intended to enable, authorize, instruct, encourage, assist, suggest, or promote activities that incite violence, constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal, provincial, national, international, or foreign law, rule or regulation, including without limitation defamation, child pornography, fraud, or invasion of privacy;
      • use any language that is, or post, upload, transmit, send or otherwise make available on or through the AiDash Services any content that is pornographic, obscene, sexually explicit, perverse, illicit, indecent, lewd, or lascivious;
      • use any language, or post, upload, transmit, send or otherwise make available on or through AiDash Services any content that we deem to be offensive, immoral, vulgar, crude, harmful, violent, deceptive, or otherwise inappropriate;
      • post, upload, transmit, send or otherwise make available on or through the AiDash Services any content that you are bound to not disclose, by agreement, contract, fiduciary duty, employment relationship, or otherwise, such as insider information, proprietary and/or confidential information, or trade secrets; or
      • post, upload, transmit, send or otherwise make available on or through the AiDash Services any content that infringes, violates, or breaches the copyright, trademark, trade secret or any other personal or proprietary right of us, our licensors, vendors, other users, and/or any third party.
    3. Our Responsibilities: AiDash is responsible for providing the AiDash Services in accordance with these Terms.

      We will maintain commercially reasonable administrative, physical and technical safeguards intended to protect the security, confidentiality and integrity of information that you provide to or through the AiDash Services (including Your Content as defined below).

      AiDash reserves the right but is not obligated to improve, enhance or modify the AiDash Services. We will notify you in advance of changes to the AiDash Services that may significantly adversely affect the manner in which you use the AiDash Services or the manner in which the AiDash Services perform.

      AiDash is not responsible for the content of Other Services or for losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees (“Claims”) arising from your use of content, information, web sites, software, services and other materials of third parties with which you may interact when you use the AiDash Services (collectively, “Other Services”). YOU ACCESS OTHER SERVICES ENTIRELY AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH TERMS AND CONDITIONS APPLICABLE TO YOUR ACCESS AND USE OF OTHER SERVICES.
    4. Availability: We use commercially reasonable efforts to make the AiDash Services available to you 24 hours per day, seven (7) days per week, excluding scheduled maintenance time, unavailability caused by you or any software, hardware or service not provided by us, emergency maintenance and/or any cause beyond our reasonable control (including without limitation nature disasters, wars, terrorist act, civil disturbances, epidemics, pandemics, acts of any government or agency thereof, strikes or other labor problems, Internet service or other third party service providers’ failures or delays and systemic electrical, telecommunications or other utility outages or failures).
  3. Your Content. The AiDash Services may allow you to transmit certain information and other content to and through the AiDash Services (collectively, “Your Content”). You are solely responsible for the accuracy, quality, legality and means by which you acquired Your Content. You understand that AiDash will use Your Content to provide the AiDash Services to you and will make Your Content available to third parties at your request through your use of the AiDash Services. You have or will obtain all rights necessary to provide Your Content to AiDash and you hereby grant AiDash a worldwide license to use, reproduce, transmit, display and adapt your Content as necessary for AiDash to provide the AiDash Services to you in accordance with these Terms.

    Without limiting the terms of our Privacy Policy, you understand that we do not guarantee that your use of the AiDash Services and/or Your Content will be private or secure and we are not responsible or liable to you for any lack of privacy or security that you may experience. Information collected by your internet or mobile service provider and other third parties is used, stored, transferred and disclosed pursuant to your internet or mobile service provider’s or the third party’s terms, policies and practices. We may also analyze Your Content and derive insights from such analysis (collectively, “Analytical Data”). AiDash may use and distribute such Analytical Data for purposes of product development, product insights and for improving its products and services for refining its models and for other business uses provided that such Analytical Data is in an aggregated, de-identified (anonymized) form that would not permit a third party to identify the data as associated with you or Your Content.  AiDash retains all Intellectual Property Rights in such Analytical Data.

    We encourage you to carefully consider disclosure of any information that might be accessible to others. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the AiDash Services.
  4. Fees.  You shall pay AiDash for the AiDash Services at the then-current rates as described at https://www.bng.ai/pricing (“Fee Schedule”). AiDash reserves the right to change the Fee Schedule upon thirty (30) days advanced notice to you’ provided that such changes will only be applicable to any new Project you add to the AiDash Services after the effective date of the change and will not affect any then existing Project.

    AiDash does not store, process or transmit any of your credit card data but relies entirely on third parties to handle these functions. You must comply with such third party’s terms made available to you. Payments due for the AiDash Services may be subject to the Stripe Service Agreement found at https://stripe.com/legal/ssa. If you do not agree to Stripe’s terms, then please do not sign up for the AiDash Services.

    Your AiDash Services will not be activated until your first payment is received. Payments are due in accordance with the Fee Schedule, on a per Project basis in advance. Fees are automatically charged to the credit card that you provided when you registered for the AiDash Service. Additional Fees will be charged to you in the event that you add any additional Projects or purchase any of our Field Services described below. To cancel the AiDash Services, you may notify us via the BNGAI Support channel made available to you as part of the AiDash Services platform. We begin to process cancellation requests immediately, but your credit card provider may require several days to process your cancellation request. Any cancellation would not affect any Projects that you have already enrolled in the AiDash Services and no refunds shall be provided. We are not responsible for delays caused by your credit card company.

    If payment in full of any amount owed to AiDash under these Terms is not received by AiDash after such payment has become due, such amounts will thereafter bear interest at the rate 0.05% per day or the maximum rate permitted by applicable law, whichever is less. If any payment due AiDash is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys’ fees.
  5. Warranties. We warrant that we have validly entered into these Terms and have the legal power to do so. You warrant that (i) you have validly entered into these Terms and have the legal power to do so and (ii) you have all necessary rights, licenses, consents and permissions to use Your Content with the AiDash Services.

    EXCEPT AS SET FORTH HEREIN, THE AIDASH SERVICES ARE LICENSED “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” YOU BEAR ALL RISK OF USING THEM.  AIDASH, ON BEHALF OF ITSELF, AND OUR VENDORS, AGENTS, AND SUPPLIERS (“DISTRIBUTORS”), GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS UNDER OR IN RELATION TO THE AIDASH SERVICES.  YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE.  TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, AIDASH AND ALL DISTRIBUTORS EXCLUDE ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. AIDASH DOES NOT WARRANT THAT (A) THE AIDASH SERVICES WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE AIDASH SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE AIDASH SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATIONS OR ANY PARTICULAR SYSTEMS OR DEVICES, OR (D) DEFECTS IN THE AIDASH SERVICES WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY AIDASH OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
  6. Limitation of Liability. AIDASH’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE DELIVERY, USE OR PERFORMANCE OF THE AIDASH SERVICES OR THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) WILL NOT EXCEED THE GREATER OF $25.00 (USD) OR THE AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT; PROVIDED THAT IN NO EVENT SHALL AIDASH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE GREATER OF $25.00 (USD) TOTAL OR THE AMOUNT PAID BY YOU HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

    IN NO EVENT WILL AIDASH BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE AIDASH SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF AIDASH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING DISCLAIMER OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. YOU AGREE NOT TO SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM ANY DISTRIBUTOR.

    You agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms of these Terms and that AiDash would not be willing to grant you the rights set forth in these Terms but for your agreement to these limitations of liability.
  7. Ownership. The AiDash Services, including the “look and feel” (e.g., text, graphics, images, logos), content and other material, are protected under copyright, trademark and other laws. You acknowledge and agree that AiDash owns all right, title and interest in and to the AiDash Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto), other than Your Content, and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of AiDash’s copyrights, patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms. Any and all (a) suggestions for correction, change and modification to the AiDash Services, evaluation data, evaluations and other feedback (including but not limited to quotations of written or oral feedback, information and reports provided to AiDash by you (collectively, “Feedback”)), and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by AiDash or otherwise relating to the AiDash Services (collectively, “Revisions”), are and will remain the property of AiDash. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the AiDash Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of AiDash and AiDash may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to AiDash any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights) that you may have in and to any and all Feedback and Revisions. Upon request by AiDash, you will execute any document, registration or filing required to give effect to the foregoing assignment. In addition, AiDash shall have the right to copy, use, distribute, and display any information, analysis, statistics and other data generated by the AiDash Services (or derived from your use of the AiDash Services), including compilation of aggregated statistics about the AiDash Services; provided, however, that AiDash shall not publicly disclose or distribute any such data unless such data is in an aggregated form that would not permit a third party to identify the data as associated with you.

    Subject to AiDash’s underlying ownership of the look and feel of its reports and to all of its pre-existing intellectual property, know-how and materials, you will own all right, title and interest in and to the specific results generated via the AiDash Services for your Project and may use such results for biodiversity compliance purposes.
  8. Indemnification. You agree to indemnify and defend AiDash and its affiliates, directors, officers, employees and agents from and against all Claims brought against AiDash by any third party arising from your use of the AiDash Services or any violation of these Terms, the rights of a third party or applicable law. Your indemnification obligations set forth in this Section apply to any applicable actions taken under your Account. AiDash reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of AiDash may be made without AiDash’s prior written approval.
  9. Modifications to Terms. We may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the AiDash Services after the “Last Revised” date at the top of this page. Your continued access or use of the AiDash Services after the modifications become effective is deemed your conclusive acceptance of the modified Terms. If AiDash makes any material modifications to these Terms and you disagree with such modifications then you may notify AiDash of your disagreement in which case such modified Terms will not apply to any of your existing Projects but will apply thereafter on a go forward basis to any new Projects you add to the AiDash Services.
  10. Termination. Either Party may terminate your use of the AiDash Services at any time in the event of a material breach of these Terms by the other Party that is not cured within thirty (30) days of written notice from the other Party. Upon termination, you will cease all use of the AiDash Services. Termination will not limit any of AiDash’s or your other rights or remedies at law or in equity. All provisions of these Terms which by their nature are reasonably intended to survive the termination or expiration of these Terms will survive. We will continue to store Your Content and the applicable Biodiversity Report for a period of four years following the completion or termination of the applicable Project, whichever is earlier.
  11. Export Laws. You agree that you will not export or re-export, directly or indirectly, the AiDash Services and/or other information or materials provided by AiDash hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. You are responsible for and hereby agree to comply at your sole expense, with all applicable United States export laws and regulations. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  12. U.S. Government Restricted Rights. The AiDash Services are “commercial computer software” and “commercial computer software documentation” as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the AiDash Services by or on behalf of the U.S. Government is subject to restrictions as set forth in these Terms.
  13. Taxes. You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the AiDash Services by any authority.
  14. Remedies. You agree that a breach or a threatened breach of these Terms will cause injury to AiDash for which money damages will not provide an adequate remedy and AiDash will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
  15. Field Services. The AiDash Services may include use of an AiDash appointed ecologist (the “Field Services”). If you purchase any of the Field Services then you agree to the following additional terms:

    • You must use the Field Services within eighteen (18) months of the date you purchase the Field Services for a Project. No refunds will be provided if you fail to use the Field Services prior to such expiration.
    • The Field Services are applicable solely to the specific Project in which you purchased the Field Services. You may not transfer the Field Services to any other Project.
    • The Field Services ecologist will make one (1) scheduled visit to the site that is applicable to the Project and assist you with the creation of up to two biodiversity reports for such Project, including any associated Statutory Calculation in a spreadsheet format and maps / related data needed for submission. Once you accept such report no further revisions will be made by AiDash unless you pay AiDash additional agreed upon fees.
    • The Field Services ecologist will be either a designated AiDash employee or contractor as more fully described on Appendix A attached hereto.
    • AiDash warrants that it will perform any Field Services in a professional and workmanlike manner. If AiDash breaches this warranty and you make a reasonably detailed warranty claim within 30 days of discovering the issue, such that AiDash can reproduce or verify such issue, then AiDash will use commercially reasonable efforts to correct the non-conformity. If AiDash cannot correct the non-conforming Field Services, either party may terminate the applicable Field Services for the applicable Project, in which case AiDash will refund to you any fees you paid for the defective Field Services. Such refund shall be your sole and exclusive remedy.
    • The additional terms and conditions set forth on Appendix A attached hereto are hereby incorporated into and made a part of these Terms.
  16. Miscellaneous. Except as otherwise expressly set forth in these Terms, these Terms may not be modified except by a writing executed by the duly authorized representatives of AiDash. No other act, document, usage or custom will be deemed to modify or amend these Terms. These Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms and the licenses granted hereunder may be assigned by AiDash but you may not assign them without the prior express written consent of AiDash. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. If either party fails to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Terms will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein are for convenience only.

    If your principal address is in the United States, Canada or anywhere else in North America these Terms will be interpreted in accordance with the laws of the State of New York, without regard to the principles of conflict or choice of laws and any dispute arising out of or in connection with these Terms shall be brought exclusively before the competent courts of the State of New York in Manhattan, New York City. The parties hereby submit to the personal jurisdiction of such courts. On the other hand, if your principal address is outside of North America then these Terms will be interpreted in accordance with the laws of England and Wales without regard to the principles of conflict or choice of laws and any dispute arising out of or in connection with these Terms shall be brought exclusively before the competent courts of England and Wales in London. The parties hereby submit to the personal jurisdiction of such courts. You and AiDash agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms. Any claim arising out of these Terms, the AiDash Services must be brought within one (1) year of the date on which the claim arose. These Terms, together with our Privacy Policy, contain the entire understanding of the parties with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.
Appendix A
Additional Terms and Conditions Regarding Field Services

Overview

For purposes of this Appendix A, a “Consultant” means a person employed by AiDash or an independent contractor/consultant engaged by AiDash to perform the Field Services on behalf of AiDash. A Consultant is generally a professional ecologist or environmental manager, or any other person, acting within these areas.
You may order Field Services from AiDash via an Order Form or through your AiDash Services Account. The Field Services provided by AiDash are generally limited to the provision of a preliminary ecological and biodiversity assessment (e.g. condition assessment) aligned with the Statutory BNG Metric. For services that do not require a field survey, including the preparation of a preliminary BNG Assessment, AiDash will not need to perform any onsite work. You may appoint a third party professional ecologist (hereinafter “Your Appointed Consultant”) at your own cost and expense to make use of the preliminary BNG Assessment and solution. AiDash shall have no responsibility for the acts and omissions of Your Appointed Consultant.

General Conditions

  1. Consultant’s Authority
    The Consultant shall act on your behalf as an impartial advisor, investigator or agent in those matters defined herein.
  2. Duty of Care, Professional Standards and Conduct
    1. The Consultant shall operate within the terms of the CIEEM Institute’s Code of Professional Conduct and within the law of the country he or she is working in. As such, the Consultant shall use reasonable skill and care and diligence in the performance of their duties.
    2. To meet standard legislative and local authority requirements, survey reports will normally contain recommendations which will follow industry good practice. These will be based on the professional interpretation of survey results and may also include recommendations in relation to protected species (requiring additional surveys) other than those for which the survey was commissioned. Field Services do not include any additional survey work beyond those described herein including specific additional survey work in respect of protected species.
    3. AiDash is not responsible for any repercussions arising from you not carrying out the recommendations in full. Should the survey undertaken by the Consultant recommend additional surveys, you should ensure all additional surveys have been completed independent from AiDash, and prior to the planning stages for BNG submission. The recommendations made by the Consultant remain the professional judgement of the Consultant and remain final.
    4. Fees are based on a fair use of time to undertake field surveys and to liaise with you. AiDash reserves the right to charge additional fees should you:
      • request or require more than 1 full day (up to 8 hours) to undertake the field survey inclusive of reasonable travel time by the Consultant. This may occur if you have complex ecological habitats, river or riparian habitats or should you request a conditional assessment outside of the Consultant recommended season.
      • request or require more than 1 full day (up to 8 hours) for liaison with you in relation to the BNG post-development mitigation activities.
      • Fees shall be charged at AiDash’s then current time and materials rates excluding VAT and sales and use taxes. AiDash will provide notification, in writing, in advance of any potential additional fees being levied.
  3. Liaison with Responsible Authorities
    It is often necessary, and beneficial to our clients, for the Consultant to discuss details of the approach to and/ or results of surveys and other contracts with the responsible authorities (local authorities), particularly where planning permission is required. Where possible this will be discussed with you in advance; however, on occasion (e.g. where the authority has contacted us directly to clarify certain issues) such discussions may be undertaken without your prior approval, unless you have expressly instructed us not to do so in advance.
  4. Wildlife Crime
    If the Consultant considers a potential wildlife crime has been committed, or believes a crime may be about to be committed, this will be brought to your attention immediately. There are certain circumstances where the Consultant will be required to notify the relevant authorities if a crime has been committed or is about to be committed. The Consultant reserves the right to communicate with the relevant authorities directly at any stage should it be felt that this is necessary in order to report or prevent the commission or continued commission of a crime.
  5. Liability for Your Appointed Consultants
    1. AiDash, and our Consultants are not responsible for the actions and/or omissions of Your Appointed Consultants.
    2. The liability for Your Appointed Consultant rests exclusively with you.
    3. The liability for sub-consultants appointed by our Consultant rests with the employing Consultant.
  6. Client Responsibilities
    1. You shall provide the Consultant with such information as is necessary for the proper performance of the agreed Field Services including assistance in relation to site boundaries, site access, safety, risk assessment or scheduling of site surveys.
    2. Your Representative
      If you are an entity you shall be required to nominate one specific representative for the duration of the Project.
  7. Copyright
    Copyright on all documents including survey information, text, photographs, drawings and other illustrations prepared by the Consultant shall, unless otherwise agreed, remain the property of the Consultant. You shall be entitled to use documents prepared by the Consultant provided that:
    1. All fees due to AiDash have been paid;
    2. The use relates only to the Project or part of the Project for which the Field Services were performed and the material was prepared and subject to any additional data licenses; and
    3. AiDash and the Consultant shall not be liable for the use of the documents described in this clause for purposes other than those for which they were prepared and provided.
  8. Biological Record Centre Data Sharing
    Data collected during the course of the Project may be made available to an appropriate biodiversity records centre unless you otherwise inform the Consultant in advance and in writing.
  9. Delays and Cancellations
    If agreed work dates have to be altered as a result of delays caused by availability of access permissions, or by safety issues, or by any other circumstances outside the Consultant’s control, the next available date will be programmed, taking into account pre-existing bookings.
    Work that is suspended or cancelled by you or for other reasons beyond the Consultant’s control during a pre-booked day (e.g. supervisory works) or cancelled or postponed with less than 24 hours notice will be charged to you at the full daily rate.
  10. Modification of Projects
    The Field Services project scope of work has been standardized for efficiency of practice. AiDash does not undertake additional survey work at this time besides those expressly described above. Our Consultant partners may provide additional services to you independent from AiDash. All subsequent activities not included in the scope of the Project remain fully independent.
    We understand that the site boundaries may change, and minor variations can be made by contacting our team. However, should the deviation require additional data (images or licensed data) these changes will be considered new Projects and new additional charges will be applied.
  11. Re-scheduling – by AiDash or the Consultant
    If the Project’s Field Services cannot be undertaken for any reason we will attempt to reschedule at the earliest opportunity. Should the timescale no longer work for you the Field Services for such Project will be terminated at that time and you will pay us compensation for the work performed up through the date of termination.
  12. Site Safety
    Surveys will be undertaken on the basis that the site is in a safe condition. If at any time the Consultant determines it is unsafe to proceed, work will be terminated until the site can be made safe. You must provide any advanced warning of known potential risks at the site or in close proximity, including but not limited to: unsafe buildings, livestock, dangerous substances stored or pollution on site, unsafe ground – subsidence etc.
  13. Risk Assessment
    All work will be subject to risk assessment undertaken by the Consultant prior to the commencement of field activities and to confirm site safety.
  14. Access Permission
    You are responsible for obtaining all necessary licenses or permissions to enable access to the site for the Consultant on the agreed site survey date. When appropriate you should provide guidance on access points including any site access gates when security access is necessary.
  15. Field Surveys
    Field surveys shall include an assessment of the habitat, habitat condition (for the purposes of the Statutory BNG Metric), and preliminary review of risks to the site and to protected species. Field surveys do not include detailed assessments in relation to protected species and you may be required to undertake addition surveys that are out of scope for these Field Services.
    Reports include a pre-development BNG baseline, and post-development plan and the Consultant will provide recommendations to you in connection therewith. Client liaison is included to facilitate the planning and reporting stages.
    The current scope of the Field Services do not include drafting a Habitat Monitoring or a Management Plan.
    Sites with complex habitats that require assessment beyond 1 full day of assessment may be subject to additional fees. For example, a river assessment may trigger additional hours.
    Details of what is included in the Field Services scope of work is provided in the Pricing / Fee structure and subject to the pricing plan selected.