Conditions Générales

En vigueur depuis le 1er janvier 2026

Note : nos Conditions Générales sont rédigées en anglais ; seule la version anglaise fait foi. Elles sont reproduites ci-dessous.

These terms and conditions applicable to the Darwin Data Software (“Terms”) are effective from and as of January 1st, 2026.

0. Definitions

  • Affiliate means, with respect to any person, any other person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such person.
  • Applicable Laws means any and all governmental laws, rules, directives, regulations, decrees or orders, including an order from a court of competent jurisdiction enforcing any of the aforementioned, that are applicable to the offering, execution or performance of the subject matter of this Agreement.
  • Services means the professional services that Darwin may provide to certain Customers who request custom made products, data processing services, or other services related to the Software.
  • Software means the Darwin app, the Darwin API, any related applications & APIs, code, scripts, data, files, methods, features or functionalities, including our console, website and login or account hosting portals.
  • Confidential Information means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
  • Customer means the legal entity subscribing to the Software or the Services. The term Customer covers both licences issued to companies in the course of their own business and licences issued to consulting firms using the Software or the Services on behalf of their end-customers. Customers may also include employers, business owners and companies engaging contractors. Customers are responsible for paying any fees that apply to use of the Software, unless a fee is stated as being payable by individual Users (defined below) in a specific Order. By agreeing to these Terms, You are a Customer.
  • Customer Data means any data, information, content or materials (including any personal data) provided, uploaded or otherwise made available by or on behalf of the Customer or its Users through the Software.
  • Data Protection Laws means any Applicable Law that governs personally identifiable data and/or privacy rights, as those terms may be defined in the appropriate jurisdictions.
  • Intellectual Property Rights means any and all rights related to copyrights, trademarks, patents, licences, trade secrets, source codes, customer lists, proprietary or Confidential Information, inventions (whether or not patented or patentable), technical information, pricing and business development strategies and/or techniques, procedures, designs, knowledge, know-how, software, data bases, skill, expertise, experience, processes, models, drawings, materials, records, feedback from any individuals for products or services provided or made available by us, and goodwill associated with Software, and any derivative works thereof, whether registerable or not, in all jurisdictions to the maximum extent permitted by any Applicable Laws.
  • Licence refers to the non-exclusive, non-transferable, and limited right granted by Darwin Data to the Customer to use the Software strictly for the purpose of a specific project or fund-level mandate. This licence is restricted to the scope of that project and may only be used by the Customer and its authorized Users.
  • Order refers to the specific terms agreed upon between Darwin Data and the Customer.
  • User means an individual who accesses the Software whether on their own behalf or on Your behalf, including any of Your employees and third-party contractors, employees or former employees who continue to access the Software after leaving the employer that provided them with an Account.

1. General terms

a. Introduction

These Terms apply to Your use of our Software, and are incorporated into any Order signed by You and accepted by Darwin.

  • i. By registering for, accessing or using our Software, You agree to be bound by these terms and any other Policies incorporated by reference into these Terms. Except where expressly amended through an Order or a written amendment signed by both Parties, Darwin may update these Terms in accordance with Section 1.4.
  • ii. If You are an individual acting on behalf of an entity, You represent and warrant that You have the authority to legally bind such entity to these Terms and any other applicable terms and conditions of the Agreement.

b. Other Terms

  • i. Other terms or policies may also apply to specific services, content or benefits offered through our Services (“Policies”). A copy of each of our Policies will be available on our website, and You may also contact Us to request a physical copy.
  • ii. Policies may include, but are not limited to:
    • our cookies notice, which describes how we use cookies;
    • any applicable Data Processing Addendum which may apply if You or Your data is located in the EU or UK or if Your data is made available to us by a third party subject to the Applicable Laws of European economic area (EEA); and
    • specific terms agreed in writing between us in a separate document, which may substitute or add to any term herein, including in an Order.
  • iii. In using the console You may be required to accept third-party systems and/or services and their respective terms of service. Some features of the Service may be dependent on Your acceptance of any such third-party terms and may not be accessible or available otherwise.

c. Priority of Terms

If there is any inconsistency between the terms that apply to specific Services as described in an Order and these Terms, the terms in the Order will prevail over these terms to the extent of such inconsistency.

d. Updated Terms

We are always improving our Software. We may amend or add to these Terms from time to time by posting our updated Terms to our website. If You have an Account we may also notify You of any changes through Your Darwin Account, either by requesting You to read the updated version before logging in or a message through the console, or by sending You an email.

2. Your account

a. Accessing the Software

You may need to create a user or organization profile (an “Account”) with Us to access some of the Software, through which You may also grant Users permission to create their own Accounts using the Software. It is specified that the creation of an Account is managed by Us (through email and password).

b. User Accounts

Any User who has been granted access to an Account must comply at all times with these Terms, other Policies, and any Applicable Laws, and only use our Software for the purposes for which they were designed or purchased.

c. Protect your login credentials

At the setup of Your Account, You will be required to configure login credentials. You are solely responsible for maintaining the confidentiality and security of such credentials and for all access to and use of the Account. You must promptly notify us of any actual or suspected unauthorized access to Your Account. Darwin shall not be liable for any loss or damage arising from Your failure to comply with these obligations.

d. Responsibility of Customers

The Customer is responsible for all access and use of Accounts and credentials.

3. Our software and services

a. Right to use the Software

  • i. Subject to Your compliance with these Terms, we grant You a non-exclusive, limited, non-transferable, nonsublicensable, freely revocable licence to access and use the Software that You have purchased and the access level that You have been granted, in accordance with the terms of an applicable Order and during the applicable Licence Period(s), for internal business use only. Use by Portfolio Companies within the scope of the Client’s funds shall be deemed internal business use of the Customer.
  • ii. Some additional restrictions or third-party terms may apply to the parts of our Software that use third-party software or services. You may be required to agree to any such third-party terms, as they may be amended, modified or updated from time to time, in order to use or continue to use the Software in whole or in part.

b. Ownership of Software

  • i. We own all rights subsisting in the Software (including but not limited to Intellectual Property Rights) except for any third-party software or data or any open source software components in the console which are subject to their relevant open source licences or third-party owners and do not form part of the licence to the console, or as expressly contemplated by these Terms. This includes new features, improvements or corrections, including any that may have been suggested by You. You must not copy, distribute, modify or make copies of the Software or any content on the Software or use any of our Intellectual Property Rights except as permitted by these Terms or expressly permitted by us in writing. All information on the Software remains the sole property of Darwin and our licensors. Our Intellectual Property Rights include (without limitation) copyright, trademarks, the design, compilation of our Software and all other intellectual property.
  • ii. Content and information that may be made available to You when using the console may be owned by third-parties and subject to third-party Terms, which include their respective end user licence agreements.

c. Pre-release or beta versions

We may make pre-release or beta versions of the Software available to You. The Software may be still under development and may be inoperable or incomplete and contain more errors and bugs than our generally available Software. You use them at Your own risk and, notwithstanding anything else in these Terms, Darwin disclaims, to the maximum extent permitted by Applicable Law, any representation, warranty or support for such pre-release or beta versions. Any such versions may be subject to additional terms and conditions.

d. Restrictions on use of the Software

You may only use our Software or those of our third-party partners made available to you through the Software, for the purposes for which they were designed and made available to You. Specifically, You may not attempt to, or cause or allow others to, use the Software in any way that:

  • i. copies, replicates, decompiles, reverse engineers, disassembles, modifies or attempts to source code of the Software, or any part thereof;
  • ii. sublicences, sells, leases, rents, loans, transfers, assigns or distributes the Software to any third party;
  • iii. obtains the Software or accesses the Services for purposes of building or marketing a competitive product or service offering;
  • iv. violates the rights, or facilitates the violation of rights by a third party, of any person or entity or that may give rise to civil or criminal liability under laws or regulations applicable to You, another Customer or Your Users, and/or Darwin, including violation of privacy or publicity rights, infringement of any copyright, patent, trademark, trade secret or other intellectual property right, or conflicts with the Policies;
  • v. may have a detrimental effect on the Software’s functions or functionalities, features, user interactions or security, including but not limited to: (A) gaining unauthorized access to, or attempting to compromise the security of, any network, system, computing facility, administrative office, equipment, data or information; (B) attempting to intercept, redirect or otherwise interfere with communications intended for others; (C) disabling, damaging, overburdening or impairing the Software or any server, computer or database connected to or accessed by the Software; (D) modifying, blocking or otherwise interfering with the display of the Software; (E) interfering with another user’s ability to access, use and/or enjoy the Software; (F) accessing another user’s registration information or user account without that user’s express written permission; (G) transmitting or introducing any malicious or technologically harmful element to the Software such as a spyware program, virus, trojan horse, worm or logic bomb; (H) performing, without Darwin’s express prior written authorization, scalability testing, load testing, probing, scanning, penetration or vulnerability testing of the Software; and (I) engaging in any activities that results in any server being the target of cyber-attack, such as a denial of service attack;

e. Copyrighted Material

You may not use the Software to download, publish, distribute, or otherwise copy in any manner any text, data, music, software, art, image or other work protected by copyright law unless you have been expressly authorized by the owner of the copyright for the work to copy the work in that manner.

f. Remedies

If we have reason to believe You or any of Your Users have breached or attempted to breach any of the terms described in Subsection 3.e above, we may suspend and/or terminate in appropriate circumstances the Software or Services to You and Your Users.

4. Licence fees and payment

a. Fees for the Licence

You agree to pay Darwin any fees for each Licence You purchase or use, in accordance with the pricing and payment terms presented to You in an Order. To the maximum extent permitted by Applicable Law, fees paid by You are not refundable, except as otherwise indicated in these Terms or an Order.

b. Payment Methods & Invoicing

You authorize us to charge for fees and process payments for the Licence purchased by You using the nominated payment method and following the Invoicing date indicated in the Order, as provided by You as part of the registration process.

You agree to keep all payment information provided to us accurate and up to date. If You fail to make a payment by the relevant invoicing date, we may suspend Your access to our Software until such payment is made.

All fees, invoices, or other amounts owed in relation to this Agreement are calculated and expressed in euros (EUR).

c. Taxes

All fees are exclusive of goods and service tax, value added tax, sales tax and any other applicable taxes and duties, unless expressly stated in the Order otherwise. You are responsible for paying us the amount of any such taxes or duties that apply relating to the Software provided under these Terms, including any penalties or interest.

5. Data use, privacy and confidential information

a. Use of personal data

At Darwin, protecting privacy and complying with Data Protection Laws is a priority. We are committed to processing the personal data provided to us in accordance with Applicable Laws.

b. Use of Customer Data

  • (i) You or the relevant User own(s) the data, information and content entered or uploaded to the console or entered into any Software by the Users.
  • (ii) Notwithstanding the foregoing, Darwin may access and process Customer Data solely to the extent strictly necessary for (a) providing the Software and related support services under these Terms and (b) enabling the Customer and its authorized users to use the Software (c) carrying data analytics of Customer Data only in a fully anonymized and aggregated form that contains no Confidential Information or personal data for the following limited purposes:
    • improving, testing, and developing the Software,
    • conducting internal analytics, benchmarks, or usage Return-of-Experience (REX) studies, and
    • generating statistical information that may be disclosed to third parties, provided such information cannot reasonably identify the Customer, its Users, or any individual.
  • (iii) Customers and, where applicable, their authorized end clients are granted a perpetual, non-exclusive, royalty-free right to use, reproduce, and communicate the outputs generated through the Software, solely for their internal business purposes, regulatory, compliance, investor, or stakeholder reporting.
  • (iv) You must comply with applicable Data Protection Laws. By agreeing to these Terms, You consent to our use of Customer Data as described in this Agreement.

c. Other People’s Information

  • (i) You represent and warrant that if You enter or upload another person’s personal information, confidential information or intellectual property to the Darwin console or other Software, You have the right to do so, or You made any required notifications and gained necessary consents to allow us to store and use that personal information, confidential information and intellectual property as required to provide the Software and as permitted by these Terms.
  • (ii) You agree that you shall indemnify, and keep and hold harmless, us, our Affiliates and our and their respective directors, officers, employees, agents, contractors and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability that arise out of Your failure to comply with this clause.

d. Removal and Suspension

  • (i) We have no obligation to monitor or verify Customer Data uploaded to the Software.
  • (ii) We have the right to (but we are not obliged to) remove Customer Data or suspend or terminate Your access to the Software if we consider that Your Data contravenes these Terms or any law or in response to a take-down request or allegation that Customer Data breaches any persons intellectual property or other rights. We will provide You with not less than five (5) business days’ prior written notice before taking any such action, except where immediate action is required to prevent material harm to the Software, our systems, or third parties.
  • (iii) We are not liable for any losses You may incur if we take any actions permitted by these Terms.

6. Confidentiality

a. Confidentiality obligations

Each party must:

  • (i) Keep all Confidential Information strictly confidential, and protect Confidential Information from unauthorized use or disclosure using reasonable care (and at least the same standards applied to its own information of a similar nature);
  • (ii) not to disclose Confidential Information to others without our express written consent, except to Affiliates, employees, directors, contractors, agents, and professional advisors who require access for the purposes of using the Software in accordance with these Terms and who are subject to equivalent confidentiality obligations, provided that you will be responsible for their compliance with these Terms;
  • (iii) only use or reproduce our Confidential Information to the extent needed to exercise your rights or fulfil your obligations under these Terms.

b. Compelled disclosure of Confidential Information

Each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body of competent jurisdiction, or as otherwise necessary to comply with Applicable Law, (ii) to establish its rights under this Agreement, including to make required court filings, or (iii) to respond to a request from a tax or customs authority, social security contribution collection bodies or an external auditor or a certified public accountant.

7. Warranties

a. Our warranties

We guarantee that We hold all the rights and authorizations allowing it to enter into the Terms, and in particular (i) to hold all the intellectual property rights on the Software and (ii) to hold all the rights allowing the You to use the Software.

Darwin represents that, as of the date of signature of the relevant Order, it has implemented reasonable technical and organizational measures designed to align the development and operation of the Software with applicable regulations relating to artificial intelligence, to the extent such regulations apply to Darwin as a provider of the Software.

Darwin shall use commercially reasonable efforts to maintain compliance of the Software with applicable AI regulations in its capacity as provider.

This representation does not constitute a warranty that the Software qualifies or will qualify under any specific regulatory category (including under the EU Artificial Intelligence Act), nor that the Customer's specific use of the Software will be compliant with such regulations.

b. Your warranties

You guarantee that You hold all rights and permissions to use Customer Data and to communicate it to Us. In the event that Customer Data come from a source designated by You (e.g. a database), You guarantee to have made all the legal and operational verifications necessary to ensure a peaceful use of Customer Data by Us.

8. Liability and indemnity

a. Warranty Disclaimers

  • (i) The Software is provided on an “as is, as available” basis, to the maximum extent permitted by Applicable Law.
  • (ii) To the maximum extent permitted by Applicable Law, Darwin disclaims any and all express or implied warranties, guarantees or representations including but not limited to merchantability, reliability, that the Software will be uninterrupted or error free or are fit for any particular purpose, or that the Software will meet Your requirements.
  • (iii) We make no representations regarding the availability, reliability or accuracy of the content made available through the Software or any portion thereof, or regarding any Customer Data or other content associated with Your Account.
  • (iv) Darwin may modify, update, or discontinue features, provided that such changes do not materially degrade the core functionality of the Software.

b. Your indemnity obligations

  • (i) You agree to indemnify and keep and hold harmless us, subject to the limitations set forth in the 'Liability' clause herein, our Affiliates and our and their respective directors, officers, employees, agents, contractors and licensors against any and all losses and costs (including legal costs), third-party claims, expenses or liability (“Losses”) that arise out of or relate to Your use of the Software or any third-party Service in breach of these Terms, an Order, any Policies (except to the extent the Losses were caused by our breach of these Terms or our negligence).
  • (ii) We reserve the right to assume defence and control of any matter to which this clause applies, at your expense, and You agree not to settle any such matter without our prior written consent, which shall not be unreasonably withheld or delayed.

c. Liability Exclusions

To the extent permitted by Applicable Law, except with respect to their indemnification obligations expressly agreed herein, neither party will be liable for indirect damages as defined under French law, such as loss of profits or revenue, loss of goodwill, damage to reputation, loss of anticipated savings, penalties or expenses arising from legal, tax or accounting compliance issues and any indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense arising out of or in connection with these Terms.

d. Limitation of liability

To the extent permitted by Applicable Law, our total aggregate liability to You under this Agreement and in connection with the Software (including whether in connection with one or a series of events) will not exceed the total amounts paid by You to us during the twelve (12) month period preceding the first event that gave rise to our liability under the Agreement.

Notwithstanding anything to the contrary in this Agreement, we agree not to seek or recover any damages from You, including under indemnity or liability provisions, in excess of the total amounts paid by You to us in the twelve (12) months preceding the event giving rise to such damages, provided such damages do not result from Your breach of this Agreement, gross negligence, willful misconduct, or misuse of the Software.

9. Term, Termination and Suspension

a. Term

The term of the Licence is set out in the relevant Order.

b. Termination

Access to some or all of the Software may be terminated by us at the end of the Licence period as stipulated in an Order.

c. Termination for cause

In the event of a serious breach by one party of one of its contractual obligations, the other party shall send a formal notice by registered letter with acknowledgement of receipt. If the defaulting party does not remedy the breach within fifteen (15) days of this formal notice, the other party may terminate the Agreement, without prior notice, by sending a letter by registered mail with acknowledgement of receipt, detailing the alleged breach. The termination is effective from the date of receipt of the letter by the receiving party.

Each party shall remain bound to perform all of its obligations under the Agreement during the period between the notification of the termination and the effective termination of the Agreement. The termination of the Agreement entails the termination of any licences provided, as well as the end of access to the Software and the Services.

d. Suspension

We may suspend Your access to any part of or all of the Software at our sole discretion including if:

  • (i) You are in breach of these Terms;
  • (ii) payment of any fees are overdue; or
  • (iii) we believe suspension is required to protect the Software, our systems or Services or the rights of any third-party.

e. Cause termination or suspension

If Your access to any part or all of the Software are terminated or suspended, for cause, You will not be entitled to a refund of any fees paid other than as specified in these Terms or required by Applicable Laws.

f. Data retrieval

Subject to Applicable Laws, upon termination or non-renewal of the Agreement, and upon the Customer’s written request made prior to or within thirty (30) days following the effective termination date, Darwin shall provide the Customer with a reasonable opportunity to export Customer Data in a standard, machine-readable format.

Following such export period, and in any event no later than ninety (90) days after termination of the Agreement, Darwin shall permanently delete the Customer Data, unless retention is required by Applicable Law.

10. Miscellaneous

Publicity Rights

Darwin may reference Customer as a client unless Customer objects in writing.

Notices

Any notices by You to Darwin under these Terms to us must be sent to us by emailing hello@darwindata.ai. We may send legal notices to You by email to the email address You have provided to us or through the notification functionality in Your Account, or otherwise as indicated in an Order.

Assignment

Your obligations under these Terms are personal and You may not assign or transfer Your rights or delegate your obligations under these Terms without Darwin’s prior written consent. We will not unreasonably refuse our consent if the assignee agrees to be bound by these Terms, and we do not consider them to be a financial or other risk. Darwin may assign our rights and obligations under the Terms (in whole or in part) without Your consent.

In the event of (i) a merger through the constitution of a new company, a contribution, a partial contribution of assets, a takeover, a split, or any other operation involving a universal transfer of Our assets or (ii) any operation involving a change of control, whether direct or indirect, affecting Us, the contractual relations will continue without the need to inform or obtain Your consent.

Our Relationship

We are independent contractors. Unless we explicitly agree in writing otherwise, nothing in these Terms shall be interpreted as forming a partnership between You and us or between any Users and us, or as forming any other type of legal relationship that would give any Customer or User the right power or authority to bind or create any duty or obligation of Darwin.

Survival of Terms

These Terms will survive even after all Your Licences have terminated.

Governing Law and Disputes

These Terms are governed by the laws of France. Any dispute arising out of or in connection with these Terms or the Software shall be subject to the exclusive jurisdiction of the courts of Paris, France. The Parties agree to attempt in good faith to resolve any dispute amicably prior to initiating legal proceedings.

Severability

If any part or provision of these Terms is deemed invalid, unenforceable or in conflict with Applicable law by a court of competent jurisdiction, that part or provision will be severed from the Terms and the remainder of these Terms will remain in full effect and be binding on the parties.

Electronic signature

The Parties agree that this Agreement and any Order may be executed and signed electronically (including via DocuSign or similar technology). Such electronic signatures shall have the same legal effect and enforceability as handwritten signatures, in accordance with Article 1367 of the French Civil Code and the eIDAS Regulation (EU 910/2014).

Things beyond our control

Darwin shall not be liable for delays or failures caused by events beyond its reasonable control.