These Terms and Conditions govern the purchase and use of the Loxias services made available through the website at loxias.ai and any related order form, checkout page, proposal, statement of work or purchase order.
The Loxias services are provided by Polis Consulting Limited, an Irish private company limited by shares, trading under the Loxias brand.
For the purposes of these Terms, “Loxias”, “we”, “us” or “our” means Polis Consulting Limited trading as Loxias.
All contracts, sales, invoices and payments are made with Polis Consulting Limited, not with a separate Irish legal entity named Loxias.
These Terms apply only to business customers. We do not sell to consumers.
Provider: Polis Consulting Limited
Trading brand: Loxias
Registered/business address: Unit 10, Argus House, Greenmount Office Park, Harold’s Cross Road, Dublin 6W, Ireland
Company registration number: 737553
VAT number: IE4153652OH
Email: [email protected]
In these Terms:
Account means the customer account created on the Website or through any ordering process.
Agreement means the agreement between the Customer and Loxias consisting of these Terms, the applicable Purchase Order, any applicable Order Form, and any agreed Statement of Work.
Business Day means a day other than a Saturday, Sunday or public holiday in Ireland.
Business Hours means 09:00 to 18:00 Irish time on a Business Day, unless otherwise agreed in writing.
Customer, you or your means the business customer purchasing or using the Loxias Services.
Customer Data means data, content, information, parameters, files, handles, keywords, brand identifiers, reports, materials or other information provided by or on behalf of the Customer to Loxias, or accessed by Loxias for the purpose of providing the Loxias Services.
Loxias Report means any report, dashboard, analysis, output, insight, deliverable or other work product provided by Loxias.
Loxias Services means the services provided by Loxias, including social media intelligence reports, automated reports, dashboard services, implementation, training, first-level support, professional services, consulting services, and bundled SaaS licence-related services, as described on the Website or in the applicable Purchase Order or Statement of Work.
Purchase Order means an order placed by the Customer through the Website, checkout process, Account, Order Form, proposal acceptance, Statement of Work, or other written ordering mechanism.
Relevant Data means social media, web, audio, video, audience, customer interaction, performance, analytics or other data used to create or support the Loxias Services, including publicly available data, third-party platform data, data obtained through licensed tools, and Customer Data.
Service Fees means the fees payable by the Customer for the Loxias Services.
Third Party Providers means third-party software, data, analytics, payment, cloud, AI, hosting, infrastructure, monitoring, social media, business intelligence, or other providers used by Loxias in connection with the Loxias Services.
User means any person authorised by the Customer to access or use the Loxias Services on behalf of the Customer.
Website means loxias.ai and any related website or online service operated by or on behalf of Loxias.
The Loxias Services are provided only to business customers acting for purposes relating to their trade, business, craft or profession.
By placing an order, creating an Account or using the Loxias Services, the Customer confirms that it is acting as a business customer and not as a consumer.
We may reject or cancel an order if we reasonably believe that the purchaser is not acting as a business customer.
Loxias will provide the Loxias Services described in the applicable Purchase Order, Order Form or Statement of Work.
The scope, deliverables, timing, fees, support level, access period and other commercial details will be set out in the applicable Purchase Order, checkout confirmation, proposal or Statement of Work.
Loxias may use artificial intelligence tools, social media intelligence tools, data science methods, analysts, consultants, third-party platforms and Third Party Providers to provide the Loxias Services.
Loxias will use commercially reasonable efforts to deliver reports and other deliverables within the timeframes indicated at the time of order. Delivery dates are estimates unless expressly stated to be binding in writing.
The Customer is responsible for ensuring that all Users are authorised to act on its behalf.
The Customer is responsible for all activity under its Account and for keeping login credentials secure.
The Customer must notify Loxias promptly if it becomes aware of any unauthorised access, security incident or misuse of the Account.
Loxias may suspend or disable Account access where it reasonably believes this is necessary to protect the Loxias Services, the Website, other customers, Third Party Providers, data security, or Loxias’ legal or commercial interests.
The Customer must:
Where the Customer shares a Loxias Report or a substantial part of it with a third party, the Customer must ensure that the report or extract contains an attribution such as “Produced by Loxias” or other attribution notified by Loxias, unless otherwise agreed.
The Customer acknowledges that the Loxias Services may depend on Third Party Providers, including social media platforms, analytics platforms, data providers, SaaS tools, cloud providers, AI providers and payment processors.
Loxias does not control third-party platforms, their availability, their data access rules, their APIs, their pricing, their data retention rules or changes to their terms.
Loxias is not liable for delay, non-performance, data unavailability, service interruption, data limitations, API changes, platform restrictions or inaccuracies caused by Third Party Providers, social media platforms, the internet, hosting providers, data suppliers, or tools outside Loxias’ reasonable control.
Where Loxias resells or bundles access to third-party SaaS licences, the Customer’s use of such third-party SaaS may also be subject to the applicable third-party terms. Loxias will identify material third-party terms where reasonably practicable.
The Customer acknowledges that the Loxias Services may include AI-assisted analysis, automation, classification, summarisation, clustering, sentiment analysis, topic detection, translation, image/video/audio analysis, report drafting or other machine-assisted outputs.
Loxias will use reasonable skill and care in providing the Loxias Services. However, the Customer acknowledges that analytical outputs, AI-generated outputs and social media intelligence are probabilistic and may contain errors, omissions, limitations, bias, incomplete context or interpretation differences.
The Customer remains solely responsible for reviewing outputs before relying on them and for all decisions, actions or omissions based on the Loxias Services or Loxias Reports.
The Loxias Services do not constitute legal, tax, financial, investment, medical, regulatory, employment or other professional advice unless expressly agreed in writing.
The Customer must pay the Service Fees set out in the applicable Purchase Order, checkout page, proposal, invoice or Statement of Work.
Unless expressly stated otherwise, all prices are exclusive of VAT and any other applicable taxes, levies, duties or withholding taxes.
For Irish customers, Irish VAT may be charged where applicable.
For EU business customers outside Ireland, the Customer must provide a valid VAT number where required. Where the reverse charge mechanism applies, Loxias may issue the invoice without Irish VAT and state that reverse charge applies.
For business customers outside the EU, VAT treatment will be determined in accordance with applicable Irish and EU VAT rules.
The Customer is responsible for any taxes, withholding taxes, duties, bank charges, payment processor charges or other charges applicable to its purchase, except for taxes based on Loxias’ own income.
Payment may be processed by a third-party payment provider such as Stripe. Loxias does not store full card details.
Loxias may suspend access to the Loxias Services or withhold delivery of further services if payment is overdue.
Unless otherwise stated in a separate refund policy, Purchase Order or Statement of Work, fees for customised reports, bespoke services, SaaS licence bundles, implementation, training, support packages and professional services are non-cancellable and non-refundable once performance has started.
If Loxias is unable to deliver a purchased service for reasons within its reasonable control, Loxias may, at its option, re-perform the service, provide a reasonable substitute deliverable, issue a credit, or refund the affected fees.
No refund will be due where non-delivery, delay, limitation or reduced quality is caused by the Customer, incomplete or inaccurate Customer Data, changes to order parameters, third-party data unavailability, third-party platform restrictions, payment failure, or events outside Loxias’ reasonable control.
Unless otherwise agreed, Loxias will provide reasonable clarification support for a period of five Business Days after the relevant Loxias Report or deliverable is first made available.
Support requests should be submitted by email or through the available support channel.
Support does not include re-scoping, new analysis, new datasets, new parameters, new dashboards, strategic consulting, technical implementation or additional deliverables unless agreed separately.
All intellectual property rights in the Website, Loxias Services, Loxias Reports, methodologies, templates, prompts, workflows, taxonomies, data models, code, dashboards, processes, designs, know-how, documentation and work products created by or for Loxias belong to Loxias or its licensors, except for Customer Data.
Subject to payment of all applicable fees and compliance with these Terms, Loxias grants the Customer a limited, non-exclusive, non-transferable licence to use the Loxias Reports for its internal business purposes.
If the Customer is an agency or reseller customer, the Customer may use the Loxias Reports as part of services provided to its own business clients only to the extent expressly permitted in the applicable Purchase Order or Statement of Work.
The Customer must not copy, modify, reverse engineer, resell, distribute, publish, train models on, create derivative products from, or commercially exploit the Loxias Services or Loxias Reports except as expressly permitted in these Terms or agreed in writing.
The Customer grants Loxias a limited licence to access, use, process, copy and analyse Customer Data solely for the purposes of providing, securing, supporting and documenting the Loxias Services, creating anonymised or aggregated insights, and complying with legal obligations. Loxias may use anonymised or aggregated information to improve and develop its services, provided that such information does not identify the Customer, its clients, users or individuals and does not breach applicable third-party platform terms.
Loxias will not claim ownership of Customer Data.
Each party must keep the other party’s Confidential Information confidential and use it only for the purposes of the Agreement.
Confidential Information does not include information that is publicly available, already lawfully known, independently developed, lawfully received from a third party without confidentiality restrictions, or required to be disclosed by law or a competent authority.
Each party must take reasonable steps to protect the other party’s Confidential Information.
Loxias may use the Customer’s name and logo to identify the Customer as a customer of Loxias, unless the Customer objects in writing.
Loxias will not publish detailed case studies, testimonials or confidential project information without the Customer’s prior consent.
Each party will comply with applicable data protection laws, including Regulation (EU) 2016/679, the Irish Data Protection Act 2018, and other applicable privacy and electronic communications laws.
Where Loxias processes personal data on behalf of the Customer as processor, the Data Processing Schedule in Appendix 1 applies.
Where Loxias processes personal data as controller, such processing is governed by Loxias’ Privacy Policy.
The Customer warrants that it has a lawful basis and all required notices, rights and permissions to provide personal data to Loxias for processing in connection with the Loxias Services.
Loxias warrants that it will provide the Loxias Services with reasonable skill and care.
Except as expressly stated in these Terms, the Loxias Services are provided on an “as is” and “as available” basis.
To the fullest extent permitted by law, Loxias excludes all implied warranties, conditions, representations and terms, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, uninterrupted availability and error-free operation.
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, wilful misconduct, or any liability that cannot be excluded or limited under applicable law.
Subject to the paragraph above, Loxias will not be liable for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data, business interruption, wasted management time, indirect loss, consequential loss, special loss or punitive damages.
Subject to the first paragraph of this clause, Loxias’ total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise, will be limited to the Service Fees paid by the Customer to Loxias for the affected services in the twelve months preceding the event giving rise to the claim.
The Customer will indemnify Loxias against losses, claims, damages, liabilities, costs and expenses arising from:
Loxias may suspend access to the Loxias Services or terminate the Agreement immediately by notice if:
Either party may terminate the Agreement if the other party commits a material breach that is capable of remedy and fails to remedy it within 30 days after written notice.
Either party may terminate the Agreement if the other party becomes insolvent, enters liquidation, receivership, examinership, administration, scheme of arrangement with creditors, or any analogous process in any jurisdiction.
Termination does not affect accrued rights, payment obligations, confidentiality obligations, intellectual property rights, data protection obligations, liability limitations, or any provisions intended to survive termination.
On termination, the Customer’s right to access the Loxias Services will cease.
The Customer must pay all outstanding fees.
Loxias may delete Customer Data in accordance with its data retention and deletion practices, subject to any legal or regulatory retention requirements.
Neither party will be liable for delay or non-performance caused by events beyond its reasonable control, including internet failure, cloud provider failure, third-party platform outage, telecommunications failure, cyberattack, pandemic, strike, labour dispute, act of God, fire, flood, war, terrorism, civil unrest, governmental action, regulatory action, or changes to third-party platform access rules.
This clause does not excuse the Customer’s obligation to pay fees already due.
The parties agree that notices and communications may be provided electronically.
Notices to Loxias must be sent to [email protected] or any other address notified by Loxias.
Loxias may send notices to the email address provided by the Customer or through the Account.
Email notices will be deemed received 24 hours after sending unless the sender receives an automated delivery failure notice.
The Customer may not assign, transfer, charge, subcontract or otherwise deal with its rights or obligations under the Agreement without Loxias’ prior written consent.
Loxias may assign or transfer the Agreement to an affiliate or successor in connection with a restructuring, merger, acquisition, business transfer or sale of assets, provided that the Customer’s material rights are not materially reduced.
Loxias may update these Terms from time to time.
The version of the Terms in force at the time of the applicable Purchase Order will apply to that Purchase Order unless otherwise agreed.
For ongoing subscriptions or recurring services, Loxias may notify the Customer of updated Terms. Continued use after the effective date of the updated Terms constitutes acceptance.
If any provision of these Terms is found to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect.
A delay or failure to enforce any right under these Terms does not constitute a waiver of that right.
The Agreement constitutes the entire agreement between the parties relating to the Loxias Services and supersedes all prior discussions, proposals, representations, agreements and understandings relating to its subject matter.
The Customer acknowledges that it has not relied on any statement, representation or warranty not expressly set out in the Agreement.
Except for Loxias’ affiliates, licensors and Third Party Providers where expressly stated, no person other than the parties has any right to enforce any provision of the Agreement.
The Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, will be governed by and construed in accordance with the laws of Ireland.
The courts of Ireland will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, including non-contractual disputes or claims.
This Data Processing Schedule applies where Loxias processes personal data on behalf of the Customer as processor.
The Customer is the controller and Loxias is the processor in respect of Customer Personal Data processed on behalf of the Customer.
For the purposes of this Schedule, Data Protection Laws means all applicable laws relating to privacy and data protection, including Regulation (EU) 2016/679, the Irish Data Protection Act 2018, and applicable ePrivacy and electronic communications laws.
Loxias will process Customer Personal Data only on the Customer’s documented instructions, including the Agreement, the applicable Purchase Order, and any reasonable written instructions provided by the Customer, unless required to do otherwise by applicable law.
Loxias will inform the Customer if, in Loxias’ opinion, an instruction infringes applicable Data Protection Laws.
Subject matter: provision of social media intelligence, analytics, reporting, dashboard, SaaS licence-related, implementation, training, support and consulting services.
Nature of processing: collection, access, retrieval, organisation, structuring, storage, analysis, enrichment, comparison, classification, summarisation, visualisation, reporting, deletion and support.
Purpose: to provide, support, secure, improve and document the Loxias Services.
Duration: for the duration of the Agreement and thereafter as required for deletion, legal retention, audit, dispute resolution and legitimate business records.
Categories may include:
Categories may include:
Unless expressly agreed in writing, the Customer must not provide special categories of personal data, criminal offence data, children’s data, or highly sensitive personal data to Loxias.
Loxias will ensure that persons authorised to process Customer Personal Data are subject to confidentiality obligations.
Loxias will implement appropriate technical and organisational measures to protect Customer Personal Data, taking into account the nature, scope, context and purposes of processing and the risks to data subjects.
The Customer gives Loxias general authorisation to engage Sub-processors.
Loxias will ensure that Sub-processors are subject to written obligations that provide appropriate protection for Customer Personal Data.
Loxias will remain responsible to the Customer for the performance of Sub-processors’ data protection obligations.
Loxias will provide information about material Sub-processors on request.
Loxias will not transfer Customer Personal Data outside the European Economic Area unless the transfer is made in accordance with Data Protection Laws, including through an adequacy decision, standard contractual clauses, transfer impact assessment, supplementary measures or another lawful transfer mechanism where required.
Loxias will promptly notify the Customer if it receives a data subject request relating to Customer Personal Data and will reasonably assist the Customer in responding to such requests, taking into account the nature of the processing.
Loxias will notify the Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer Personal Data.
Loxias will provide reasonable information and assistance to enable the Customer to meet its own breach notification obligations.
Loxias will provide reasonable assistance with data protection impact assessments and consultations with supervisory authorities where required by Data Protection Laws and where the request relates to processing carried out by Loxias on behalf of the Customer.
On termination or expiry of the Agreement, Loxias will delete or return Customer Personal Data in accordance with the Customer’s reasonable written instructions, unless Loxias is required to retain it by applicable law or for legitimate business records, dispute resolution, accounting, audit or compliance purposes.
Loxias will make available information reasonably necessary to demonstrate compliance with this Schedule.
Audits must be reasonable, proportionate, subject to confidentiality and security requirements, and conducted in a way that does not unreasonably disrupt Loxias’ business or compromise other customers’ data or Third Party Providers’ systems.
Unless required by a supervisory authority or following a material security incident, the Customer may not conduct more than one audit in any twelve-month period without reimbursing Loxias’ reasonable costs.
