Terms of Service

Last updated: 22 February 2026

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1. Introduction

These Terms of Service ("Terms") govern your access to and use of the services provided by Myridian ("we", "our", or "us"), the trading name of Padria Ltd (Company Number 11674576), a company registered in England and Wales.

By accessing our website at www.myridian.co.uk, engaging our services, or using any of our AI automation solutions, you ("the Client", "you", or "your") agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

These Terms should be read alongside our Privacy Policy and Cookie Policy, which govern how we handle your data.

2. Definitions

In these Terms, the following definitions apply:

3. Our Services

Myridian provides AI-powered automation solutions for businesses, including but not limited to:

The specific scope of Services provided to you will be determined by your Subscription Plan and, where applicable, a separate Statement of Work or service agreement.

3.1 Service Modifications

We reserve the right to update, modify, or enhance the Services from time to time to improve performance, security, or functionality. We will not materially reduce the core features of your Subscription Plan without providing reasonable notice. Any significant changes will be communicated to you via email or through the Platform.

4. Account & Access

4.1 Registration

To access certain features of the Platform, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account details up to date.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at info@myridian.co.uk if you become aware of any unauthorised access to or use of your account.

4.3 Licence Grant

Subject to these Terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform and Services for the duration of your Subscription Plan, solely for your internal business operations.

5. Fees & Payment

5.1 Subscription Fees

Fees for the Services are as set out on our website or in a separate written agreement. All fees are quoted in British Pounds (GBP) and are exclusive of VAT unless otherwise stated.

5.2 Billing Cycle

Subscription fees are billed monthly in advance. Payment is due on the date specified in your invoice. We accept payment by bank transfer, direct debit, or such other methods as we may make available.

5.3 VAT

All fees are subject to Value Added Tax (VAT) at the applicable rate. VAT will be added to invoices where required by law.

5.4 Late Payment

If payment is not received by the due date, we reserve the right to charge interest on overdue amounts at the rate of 4% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend your access to the Services until the outstanding balance is settled.

5.5 Price Changes

We may adjust our fees from time to time. We will provide you with at least 30 days' written notice before any price increase takes effect. If you do not agree to the new pricing, you may terminate your subscription before the increase applies.

5.6 Refunds

Subscription fees are generally non-refundable, except as required by law or as expressly provided under our 90-Day Satisfaction Guarantee (see Section 12).

6. Service Levels

6.1 Availability

We aim to maintain a service availability target of 99.5% measured on a monthly basis, excluding scheduled maintenance windows. This target does not constitute a guarantee and no service credit is payable unless a separate Service Level Agreement (SLA) has been agreed in writing.

6.2 Scheduled Maintenance

We will provide reasonable advance notice of any planned maintenance that may affect the availability of the Services. Where possible, maintenance will be scheduled outside of standard UK business hours (09:00–18:00 GMT/BST, Monday to Friday).

6.3 Support

Support is provided in accordance with your Subscription Plan. Response times and support channels vary by plan tier. Enterprise clients may negotiate dedicated support arrangements through a separate SLA.

7. Intellectual Property

7.1 Our IP

All intellectual property rights in the Platform, our proprietary tools, frameworks, methodologies, underlying code, algorithms, and pre-existing materials remain the exclusive property of Myridian (or our licensors). Nothing in these Terms transfers ownership of our intellectual property to you.

7.2 Client IP

You retain all intellectual property rights in your Client Data and any pre-existing materials you provide to us. You grant us a non-exclusive, royalty-free licence to use your Client Data solely for the purpose of providing the Services during the term of our engagement.

7.3 Deliverables

Unless otherwise agreed in a separate written agreement:

  1. Custom configurations, workflows, and automations built specifically for you are licensed to you for the duration of your subscription.
  2. Underlying AI models, frameworks, and reusable components remain the property of Myridian.
  3. Upon termination, you retain the right to export your Client Data, but do not retain rights to our proprietary tools, models, or Platform.

7.4 AI-Generated Outputs

Where our AI Agents generate content, recommendations, reports, or other outputs on your behalf ("AI Outputs"), you own the rights to those AI Outputs to the extent permitted by applicable law. We make no representation that AI Outputs are protectable under copyright or other intellectual property rights under UK law.

7.5 Feedback

If you provide us with suggestions, ideas, or feedback regarding the Services, you grant us a perpetual, irrevocable, royalty-free licence to use such feedback to improve our Services without any obligation to you.

8. Client Data & Data Protection

8.1 Data Ownership

Your Client Data remains your property at all times. We do not claim ownership of any data you provide to us or that is generated through your use of the Services.

8.2 Data Processing

Where we process personal data on your behalf, we act as a data processor and you act as the data controller. We will process such data in accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and our Privacy Policy. Where required, a separate Data Processing Agreement (DPA) will be entered into.

8.3 Data Security

We implement appropriate technical and organisational measures to protect your data, including encryption in transit and at rest, access controls, regular security assessments, and secure hosting on our cloud infrastructure provider.

8.4 Data Portability

Upon termination or expiry of your subscription, you may request an export of your Client Data in a structured, commonly used, and machine-readable format. We will make your data available for export for a period of 30 days following termination, after which we may delete it in accordance with our data retention policy.

8.5 Sub-processors

We may engage third-party sub-processors (such as cloud hosting providers and AI infrastructure providers) to assist in delivering the Services. A current list of sub-processors is available upon request. We will notify you of any material changes to our sub-processor list.

9. AI-Specific Terms

9.1 Nature of AI Services

Our AI Agents utilise machine learning models and natural language processing to automate tasks, generate content, and provide recommendations. AI technology is probabilistic in nature, and while we strive for accuracy and reliability, AI Outputs may occasionally contain errors, inaccuracies, or unexpected results.

9.2 No Guarantee of Outcomes

We do not guarantee that AI Agents will produce specific results or that AI Outputs will be error-free. You are responsible for reviewing and validating AI Outputs before acting on them, particularly in contexts where accuracy is critical (such as financial, legal, or medical decisions).

9.3 Human Oversight

Where our AI systems make recommendations or automated decisions that could significantly affect individuals, you agree to implement appropriate human oversight and review processes. We support your right to request human review of any automated decision.

9.4 Data Isolation

Client Data provided for building custom AI solutions is processed strictly within the scope of your engagement. We do not use one client's proprietary data to train models for another client without explicit written consent.

9.5 AI Chat Assistant

Our website features an AI chat assistant ("Olivia") that provides information about our services and facilitates enquiries. Conversations with Olivia are logged for quality improvement and are subject to our Privacy Policy. Olivia's responses are informational and do not constitute professional advice or a binding offer.

9.6 Transparency

We are committed to transparency in our use of AI. Upon request, we will provide reasonable information about how our AI systems process your data, the general logic involved, and any significant decisions or recommendations made by AI on your behalf.

10. Acceptable Use

You agree not to use the Services to:

We reserve the right to suspend or terminate your access if we reasonably believe you have breached these acceptable use terms.

11. Confidentiality

11.1 Obligations

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Services ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, technical data, client lists, pricing, and proprietary methodologies.

11.2 Exceptions

Confidentiality obligations do not apply to information that:

  1. Is or becomes publicly available through no fault of the receiving party
  2. Was already known to the receiving party prior to disclosure
  3. Is independently developed by the receiving party without reference to the disclosing party's information
  4. Is required to be disclosed by law, regulation, or court order, provided the receiving party gives reasonable prior notice where permitted

11.3 Duration

Confidentiality obligations survive the termination of these Terms for a period of two (2) years.

12. Warranties & Satisfaction Guarantee

12.1 Our Warranties

We warrant that:

  1. The Services will be performed with reasonable skill and care, in accordance with generally accepted industry standards
  2. We have the right and authority to provide the Services and grant the licences described in these Terms
  3. The Platform will materially conform to its published description and specifications

12.2 90-Day Satisfaction Guarantee

For new clients, if we do not deliver measurable improvements to your agreed key performance indicators within 90 days of the commencement of Services, you may be entitled to a full or partial refund. This guarantee is subject to the following conditions:

  1. Performance targets must have been agreed in writing at the start of the engagement
  2. You must have provided timely access to the systems, data, and personnel reasonably required for us to deliver the Services
  3. The claim must be submitted in writing within 14 days of the 90-day period ending

12.3 Disclaimer

Except as expressly set out in these Terms, we make no warranties, representations, or guarantees of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. This does not affect any rights you may have under applicable UK consumer protection law that cannot be excluded by contract.

13. Limitation of Liability

13.1 Exclusions

Nothing in these Terms excludes or limits our liability for:

  1. Death or personal injury caused by our negligence
  2. Fraud or fraudulent misrepresentation
  3. Any liability that cannot be excluded or limited under applicable law

13.2 Limitation Cap

Subject to clause 13.1, our total aggregate liability to you in respect of all claims arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of:

  1. The total fees paid by you in the twelve (12) months immediately preceding the event giving rise to the claim; or
  2. Five thousand pounds (£5,000).

13.3 Indirect Loss

Subject to clause 13.1, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or business interruption, however caused and on any theory of liability.

13.4 Reasonableness

The limitations and exclusions in this section reflect a fair and reasonable allocation of risk between the parties, taking into account the nature of the Services and the fees paid. You agree that these limitations are reasonable in the circumstances, having regard to the requirements of the Unfair Contract Terms Act 1977.

14. Indemnification

14.1 Your Indemnity

You agree to indemnify, defend, and hold harmless Myridian, its directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with:

  1. Your breach of these Terms
  2. Your use of the Services in violation of applicable law
  3. Any third-party claim arising from Client Data you provide to us
  4. Your misuse of AI Outputs or failure to implement appropriate human oversight

14.2 Our Indemnity

We will indemnify you against any third-party claim that the Platform, as provided by us, infringes the intellectual property rights of a third party, provided you promptly notify us of the claim and give us reasonable control over the defence.

15. Term & Termination

15.1 Term

These Terms come into effect when you first access or use our Services and continue for the duration of your subscription. Subscription Plans operate on a month-to-month basis unless a different term is agreed in writing.

15.2 Termination by You

You may terminate your subscription at any time by providing written notice to info@myridian.co.uk. Termination will take effect at the end of your current billing period. No refund will be given for the remaining portion of a billing period already paid.

15.3 Termination by Us

We may terminate or suspend your access to the Services immediately if:

  1. You breach any material term of these Terms and fail to remedy the breach within 14 days of written notice
  2. You fail to pay any amount due within 30 days of the payment due date
  3. You become insolvent, enter administration, or make an arrangement with creditors
  4. Your use of the Services poses a security risk to the Platform or other users

15.4 Effects of Termination

Upon termination:

  1. Your access to the Platform and Services will cease
  2. You may request an export of your Client Data within 30 days (see Section 8.4)
  3. All outstanding fees become immediately due and payable
  4. Clauses that by their nature should survive termination will continue in force, including but not limited to Sections 7 (IP), 8 (Data), 11 (Confidentiality), 13 (Liability), and 14 (Indemnification)

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, epidemic or pandemic, war, terrorism, industrial action, failure of telecommunications networks, power failures, government actions, or cyberattacks.

The affected party must notify the other party promptly and take reasonable steps to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected Services by written notice.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any applicable Statement of Work, Service Level Agreement, Data Processing Agreement, and our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Myridian regarding the Services and supersede all prior agreements, understandings, and representations.

17.2 Amendments

We may update these Terms from time to time. Material changes will be communicated to you at least 30 days in advance via email or through the Platform. Continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms.

17.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

17.4 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A single or partial exercise of any right does not preclude further exercise of that or any other right.

17.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided the assignee agrees to be bound by these Terms.

17.6 Third-Party Rights

These Terms do not confer any rights on any person or party other than the parties to these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

17.7 Notices

All notices under these Terms must be in writing and sent to the email address associated with your account or, in the case of notices to us, to info@myridian.co.uk. Notices are deemed received when delivered by email if sent during business hours, or at 09:00 on the next business day.

17.8 Electronic Commerce

In compliance with the Electronic Commerce (EC Directive) Regulations 2002, we confirm: Myridian is the trading name of Padria Ltd (Company Number 11674576), registered in England and Wales. Our contact email is info@myridian.co.uk. All prices on our website are quoted in GBP and are exclusive of VAT unless stated otherwise.

18. Governing Law & Dispute Resolution

18.1 Governing Law

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

18.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

18.3 Alternative Dispute Resolution

Before initiating formal legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation. If a dispute cannot be resolved within 30 days, either party may refer the matter to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure before commencing litigation.

19. Contact Us

If you have any questions about these Terms of Service, please contact us: