Legal
Effective date: 12 June 2026
These Terms of Service ("Agreement") govern access to and use of the Thrive software-as-a-service platform (the "Service") operated by Thrive CS Limited, a company registered in Ireland under number [Company Registration Number], with registered office at [Registered Address], Ireland ("Company", "we", "us", "our").
By clicking "I agree", by completing a registration or order form, or by accessing or using the Service, you ("Customer", "you", "your") agree to be bound by this Agreement on behalf of yourself and, where applicable, the organisation you represent. If you do not agree, you must not access or use the Service. Where you are acting on behalf of a legal entity, you represent that you have authority to bind that entity.
This Agreement incorporates our Privacy Policy and any Order Form or Statement of Work executed between the parties.
Subject to payment of all applicable fees and Customer's compliance with this Agreement, the Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service solely for Customer's internal business purposes during the Subscription Term.
Customer shall not, and shall ensure Authorised Users do not: (a) copy, modify, create derivative works of, or reverse-engineer the Service; (b) sell, resell, sublicence, or otherwise transfer access to the Service to any third party; (c) use the Service to build a competing product or service; (d) scrape, crawl, or systematically extract data from the Service by automated means; (e) attempt to gain unauthorised access to the Service or its underlying infrastructure; or (f) use the Service in violation of applicable law.
Fees are set out in the Order Form or, where no Order Form exists, on the Company's published pricing page. All fees are due in advance in the currency specified and are non-refundable except as expressly set out in this Agreement or required by applicable law.
The Company may increase fees on not less than thirty (30) days' written notice before the start of any renewal Subscription Term. If Customer does not accept the new fees, Customer may terminate by notice given before the renewal date.
All fees are exclusive of Value Added Tax (VAT) and any other applicable taxes, levies, or duties, all of which are the sole responsibility of Customer. Where the Company is required to collect VAT, it will be charged in addition to the fees at the applicable rate.
Late payments will accrue interest at the rate of 8% per annum above the European Central Bank main refinancing rate, in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012) as amended.
Customer retains all rights, title, and interest in and to Customer Data. Customer hereby grants the Company a limited licence to process Customer Data solely as necessary to provide the Service, comply with applicable law, and as otherwise set out in the Privacy Policy.
Customer represents and warrants that: (a) it has obtained all necessary rights, consents, and authorisations to provide Customer Data to the Company; (b) Customer Data does not infringe any third-party rights; and (c) the provision and processing of Customer Data complies with all applicable laws, including Regulation (EU) 2016/679 (the General Data Protection Regulation, "GDPR") as retained in Irish law and applied pursuant to the Data Protection Acts 1988–2018 (collectively "Data Protection Law").
Where the Company processes personal data on behalf of Customer, the parties shall execute a Data Processing Agreement ("DPA") as required by Article 28 GDPR. The terms of any executed DPA are incorporated herein by reference. In the event of conflict between this Agreement and the DPA, the DPA shall prevail in respect of the processing of personal data.
The Service, all software, algorithms, models, documentation, user interfaces, and all Intellectual Property Rights therein are and remain the exclusive property of the Company or its licensors. This Agreement does not transfer any ownership of any Intellectual Property Rights to Customer.
Customer grants the Company a perpetual, irrevocable, royalty-free licence to use anonymised, aggregated data derived from Customer's use of the Service for the purposes of improving and developing the Service, provided such data cannot reasonably be used to identify Customer or any individual.
If Customer provides feedback, suggestions, or ideas regarding the Service, Customer assigns all right, title, and interest in such feedback to the Company, and the Company may use such feedback without restriction or obligation.
Each party ("Receiving Party") shall keep confidential all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that a reasonable person would consider confidential ("Confidential Information"), and shall not disclose it to any third party or use it for any purpose other than to exercise its rights or fulfil its obligations under this Agreement.
Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known before disclosure; (c) is independently developed without reference to Confidential Information; or (d) must be disclosed pursuant to applicable law or legal process, provided the Receiving Party gives prompt prior written notice (to the extent lawfully permitted) and cooperates with the Disclosing Party to seek a protective order.
The Company's Confidential Information includes, without limitation, the Service, all non-public features, pricing, and technical documentation. Customer's Confidential Information includes Customer Data.
The Company warrants that during the Subscription Term it will: (a) use commercially reasonable efforts to make the Service available in accordance with any service level commitments set out in the Order Form; and (b) not materially reduce the functionality of the Service.
To the fullest extent permitted by applicable law, the service is provided "as is" and "as available". The company hereby expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. The company does not warrant that the service will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any defects will be corrected. No advice or information obtained from the company shall create any warranty not expressly stated herein.
Nothing in this clause affects any statutory rights that cannot be excluded under applicable Irish or EU consumer law. However, where Customer is acting in the course of a business, trade, or profession, no implied terms are incorporated into this Agreement to the fullest extent permitted by law.
9.1 Customer Indemnification of the Company
Customer shall defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, affiliates, successors, and assigns (collectively "Company Indemnitees") from and against any and all claims, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements on a solicitor-and-client basis) ("Losses") arising out of or relating to:
9.2 Company Indemnification of Customer
Subject to the limitations in this Agreement, the Company shall defend Customer against any third-party claim that the Service, as provided by the Company and used in accordance with this Agreement, infringes that third party's registered Irish or EU Intellectual Property Rights ("IP Claim"), and shall pay damages finally awarded against Customer in respect of such IP Claim. The Company's obligations under this clause do not apply if the IP Claim arises from: (a) Customer Data; (b) modification of the Service by any party other than the Company; (c) combination of the Service with third-party products or services not approved by the Company; or (d) continued use of the Service after the Company has provided an alternative or modification to avoid infringement.
9.3 Indemnification Procedure
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of the defence and settlement of the claim, provided no settlement imposes liability on or admission of fault by the indemnified party without its prior written consent; and (c) provide reasonable cooperation at the indemnifying party's expense.
9.4 No Duplication
The indemnification obligations in this Section 9 are in addition to, and not in lieu of, any other remedies available to the parties under applicable law.
This section is important — please read it carefully.
10.1 Exclusion of Indirect Loss. To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of data, loss of goodwill, loss of business opportunity, or the cost of substitute services, even if the party has been advised of the possibility of such damages and whether arising under contract, tort (including negligence), strict liability, or otherwise.
10.2 Cap on Liability. To the fullest extent permitted by applicable law, the Company's total aggregate liability to Customer for all claims arising under or in connection with this Agreement (whether in contract, tort, statute, or otherwise) during any twelve (12) month period shall not exceed the total fees paid or payable by Customer to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.
10.3 Essential Basis. The parties acknowledge that the limitations of liability in this Section 10 reflect a reasonable allocation of risk and form an essential basis of the bargain between them. The Company would not enter into this Agreement on commercially reasonable terms without such limitations.
10.4 Exceptions. Nothing in this Agreement shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable Irish or EU law.
10.5 Customer's Indemnification Obligations. For the avoidance of doubt, the liability cap in Section 10.2 does not apply to Customer's indemnification obligations under Section 9.1, which are unlimited in the aggregate.
This Agreement commences on the date Customer first accepts it and continues for the Subscription Term, renewing automatically for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
Either party may terminate this Agreement immediately on written notice if: (a) the other party commits a material breach and fails to remedy it within thirty (30) days of written notice; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, is subject to the appointment of a liquidator, examiner, or receiver, or takes analogous steps under applicable insolvency law.
The Company may suspend or terminate Customer's access immediately on written notice if: (a) Customer fails to pay any amount due; (b) Customer's use of the Service poses a security risk to the Service or other customers; or (c) continued access would breach applicable law.
Upon termination: (a) all licences granted hereunder immediately cease; (b) Customer must cease all use of the Service; (c) each party must promptly return or destroy the other's Confidential Information (except as required by law); and (d) Customer may request export of Customer Data within thirty (30) days of termination, after which the Company may delete Customer Data. The Company has no obligation to retain Customer Data after such period. Fees paid are non-refundable unless termination is due to a material breach by the Company.
The Company may modify the Service, including by adding, modifying, or removing features, provided that any modification does not materially and adversely affect the Service's core functionality during the then-current Subscription Term without Customer's consent.
The Company may amend these Terms on not less than thirty (30) days' written notice (email to the address on Customer's account is sufficient). Continued use of the Service after the effective date of any amendment constitutes acceptance. If Customer does not accept an amendment, Customer may terminate by written notice before the effective date; in such case, the Company shall provide a pro-rata refund of prepaid fees for the unused period.
Neither party shall be in breach of this Agreement or liable for delay or failure in performance to the extent such delay or failure results from events, circumstances, or causes beyond its reasonable control, including acts of God, natural disasters, pandemic, epidemic, governmental action, civil unrest, internet or telecommunications failures, or cyberattacks ("Force Majeure Event"). A party affected by a Force Majeure Event shall promptly notify the other and shall use reasonable endeavours to mitigate the effects. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement on written notice.
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Ireland, without regard to conflict-of-law principles.
14.2 Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland to settle any dispute arising out of or in connection with this Agreement or its subject matter. Nothing in this clause shall limit the Company's right to seek emergency or injunctive relief in any jurisdiction.
14.3 Consumer Rights (EU). Where Customer is a consumer as defined under EU Directive 2011/83/EU or applicable Irish consumer legislation, nothing in this Agreement affects mandatory statutory rights that cannot be waived by contract.
14.4 Entire Agreement. This Agreement (together with any executed Order Form and DPA) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings. In the event of conflict, the order of precedence shall be: (i) Order Form; (ii) DPA; (iii) this Agreement.
14.5 Severability. If any provision is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
14.6 Waiver. Failure or delay by either party to enforce a provision shall not constitute a waiver of rights under this Agreement.
14.7 Assignment. Customer may not assign or transfer any rights or obligations under this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, sale of substantially all assets, or corporate reorganisation.
14.8 Notices. Notices shall be in writing and sent to the addresses in the Order Form, or to Customer at the email address on its account. Notices to the Company shall be sent to legal@thrivecs.ai and marked "Legal Notice".
14.9 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.
14.10 Third-Party Rights. This Agreement does not create any rights enforceable by third parties.
14.11 Survival. Sections 6 (Intellectual Property), 7 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11 (Term and Termination – post-termination obligations), and 14 (General) shall survive termination or expiry of this Agreement.
If you have any questions about these Terms, please contact us at legal@thrivecs.ai.
Thrive CS Limited is registered in Ireland. These Terms are written in English; in the event of any inconsistency between translated versions, the English version shall prevail.