Terms & Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Customer", "you" or "your") and Athena BDA Ltd (Company No. 15477746) ("Athena BDA", "we", "our" or "us") governing your use of the Athena BDA pharmaceutical sales intelligence platform (the "Services").

These Terms apply when you sign a Proposal that references or incorporates these Terms. By signing the Proposal, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must not sign the Proposal or access or use the Services.

1. Definitions

• "Agreement" means these Terms together with the Proposal signed by the Customer.
• "Athena Enriched Data" means proprietary data added by Athena BDA including but not limited to therapy area classifications, disease focus areas, brand specializations, drug pipeline connections, conference participation data, Launch Leader identifications, and Lead Scoring.
• "Authorized User" means an individual employee or individual contractor of the Customer who has been authorised by the Customer to access and use the Services under the Customer's subscription.
• "Customer Data" means any data, content, or materials submitted, uploaded, or created by Customer through use of the Services.
• "Personal Data" has the meaning given in the UK GDPR, EU GDPR and applicable data protection laws.
• "Platform Data" means the pharmaceutical professional contact information, drug intelligence, conference data, and other business intelligence data made available through the Services.
• "Proposal" means the proposal document issued by Athena BDA to the Customer setting out the subscription plan, fees, Subscription Term and other commercial details, which incorporates these Terms.
• "Standard Contact Data" means basic professional contact information including name, job title, company name, business email address, business location, and LinkedIn profile URL.
• "Subscription Plan" means the level of access purchased by the Customer, including any applicable Authorized User allowance, features, Subscription Term and other limitations specified in the Proposal.
• "Subscription Term" means the initial subscription period agreed between the parties, whether quarterly or annual, and any renewal periods thereafter. A quarterly Subscription Term is a committed period of three months.

2. The Services

2.1 Services Provided

Subject to the terms of this Agreement, Athena BDA will provide Customer with access to the Services as described in the Proposal, which include:

• A pharmaceutical professional contact database with enriched business intelligence;
• Drug Intelligence Hub including pipeline intelligence and lifecycle data;
• Conferences Module tracking pharmaceutical and therapeutic area conferences;
• Monthly opportunistic outreach prompts including job change tracking and priority contact alerts;
• Brand and Lead Scoring applications; and
• Athena-approved AI functionality and integrations, including access through supported MCP connections.

The scope, scale and specific features included in the Customer's subscription are as described in the Proposal.

2.2 Account Access

Access to the Services is limited to the number of Authorized Users permitted under the Customer's Subscription Plan as specified in the Proposal.

Unless otherwise expressly agreed in the Proposal, Athena BDA's standard Subscription Plans provide access on the following basis:

• Team: up to 10 Authorized Users;
• Company: up to 20 Authorized Users; and
• Enterprise: unlimited Authorized Users within the Customer organisation.

Each Authorized User must have their own individual account or access credentials where individual accounts are provided.

Account credentials may not be shared between individuals.

Customer is responsible for all activity occurring under its account and must ensure all Authorized Users comply with these Terms.

2.3 Unlimited User Access

Where a Subscription Plan is described as providing "Unlimited Users", this means an unlimited number of Authorized Users who are employees or individual contractors of the Customer.

Unless expressly agreed otherwise in the Proposal, unlimited user access does not extend to:

• the Customer's clients;
• parent companies, subsidiaries or other affiliated companies;
• external partner organisations;
• agencies or consultants using the Services on behalf of multiple organisations; or
• any other third party.

Athena BDA may agree to broader group, affiliate or third-party access in writing and may charge additional fees for such access.

2.4 User Reassignment

The Customer may reassign an Authorized User account or seat where an employee or contractor leaves the Customer, changes role, no longer requires access or is replaced by another individual.

Authorized User accounts or seats must not, however, be routinely rotated, transferred or shared between individuals for the purpose of avoiding the user limits applicable to the Customer's Subscription Plan.

2.5 Exceeding User Allowances

If the number of Authorized Users accessing or requiring access to the Services exceeds the limit included in the Customer's Subscription Plan, Athena BDA may require the Customer to upgrade to the next applicable Subscription Plan.

Where an upgrade occurs during an existing Subscription Term, Athena BDA may charge the difference between the existing Subscription Plan and the upgraded Subscription Plan on a pro-rata basis for the remainder of the then-current Subscription Term.

Athena BDA will not automatically suspend access solely because the Customer requests an additional Authorized User. Where reasonably practicable, Athena BDA will notify the Customer of the required upgrade and associated fees before providing the additional access.

2.6 Service Availability

We will use reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime for which we provide reasonable advance notice, and (b) any unavailability caused by circumstances beyond our reasonable control, including force majeure events, internet service provider failures, or denial of service attacks. We do not guarantee any specific uptime percentage or service level. The Services are provided on an "as available" basis.

2.7 Additional Services

Additional consulting or advisory services (such as the Demand Generation Consulting add-on) may be purchased via the Proposal and are subject to these Terms. The scope, duration and fees for any additional services will be specified in the Proposal.

3. Subscription and Fees

3.1 Subscription Plans

Subscriptions are available on a quarterly or annual basis as specified in the Proposal.

Subscription Plans may include different Authorized User allowances, features, access rights and other limitations.

The Subscription Plan, applicable fees, Subscription Term and any Customer-specific commercial terms will be specified in the Proposal.

Pricing and features for each subscription plan may also be made available at athenabda.com/pricing.

Where there is any conflict between pricing or commercial information displayed on the Athena BDA website and the Proposal signed by the Customer, the Proposal will prevail.

3.2 Automatic Renewal

Your subscription will automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

For the avoidance of doubt, a quarterly subscription constitutes a committed three-month Subscription Term.

Where quarterly pricing is expressed as an equivalent monthly amount for illustrative or marketing purposes, this does not create a monthly Subscription Term or a right to cancel the subscription monthly.

A quarterly subscription will renew for a further three-month Subscription Term in accordance with this Section unless either party gives the required notice of non-renewal.

3.3 Fees and Payment

Customer agrees to pay all fees as set out in the Proposal. Payment is due within thirty (30) days of invoice date unless otherwise specified in the Proposal. Payment may be made by:

• Bank transfer to the account details provided on the invoice; or
• Credit card through our Stripe payment processor.

3.4 Late Payment

If any fees are not received by the due date, we may, without limiting our other rights and remedies:

• charge interest on overdue amounts at 4% above the Bank of England base rate from time to time commencing on the due date and continuing until fully paid, whether before or after judgment;
• suspend access to the Services until payment is received; or
• terminate this Agreement for material breach.

3.5 No Refunds

All fees paid are non-cancellable and non-refundable. If Customer or we terminates this Agreement before the end of the Subscription Term, Customer remains liable for all fees for the remainder of the Subscription Term.

3.6 Fee Increases

We may increase fees for any renewal period by providing written notice at least sixty (60) days prior to the renewal date.

3.7 Upgrades and Downgrades

The Customer may request an upgrade to a higher Subscription Plan at any time during the Subscription Term.

Where Athena BDA accepts an upgrade during an existing Subscription Term, the increased fees may be charged on a pro-rata basis for the remainder of that Subscription Term.

Unless otherwise agreed by Athena BDA in writing, a request to move to a lower Subscription Plan will take effect only at the beginning of the Customer's next Subscription Term.

No refund or credit will be due as a result of a reduction in the Customer's number of Authorized Users during an existing Subscription Term.

4. Data Rights and Usage

4.1 License to Platform Data

Subject to the terms of this Agreement, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Services and the Platform Data solely for Customer's internal business development and sales prospecting purposes.

4.2 Data Retention Post-Termination

Upon termination or expiration of this Agreement, Customer may retain Standard Contact Data previously exported but must immediately cease accessing the Services and may not export additional Platform Data.

Customer must delete or destroy all Athena Enriched Data within thirty (30) days of termination or expiration unless Customer has separately negotiated and paid for a license to retain such data.

4.3 Intellectual Property

Athena BDA retains all rights, including intellectual property rights, title, and interest in and to the Services, Platform Data, including all Athena Enriched Data, and any modifications, enhancements, or derivative works thereof.

Customer acquires no ownership rights in the Services or Platform Data except for the limited license granted in Sections 4.1 and 4.2.

4.4 Customer Data

Customer retains all right, title, and interest in Customer Data. Customer grants us a limited license to use Customer Data solely to provide the Services and for internal business purposes such as improving the Services.

5. Usage Restrictions

Customer shall not, and shall not permit any third party to:

• Resell, redistribute, sublicense, or otherwise provide access to the Services or Platform Data to any third party;
• Share account credentials between individuals, permit an Authorized User account to be used by more than one individual, or permit any person or organisation other than an Authorized User permitted under the applicable Subscription Plan to access the Services;
• Use the Services or Platform Data for consumer marketing (business-to-consumer) purposes or to provide services to any third party;
• Scrape, harvest, systematically extract or otherwise collect Platform Data using automated means, including bots, spiders, scrapers or similar technologies, except through APIs, MCP connections, integrations, functionality or other automated access methods expressly provided or authorised by Athena BDA;
• Use any Athena-approved API, MCP connection, integration or other automated functionality for the purpose of circumventing usage restrictions, replicating substantial portions of the Platform Data, creating a competing database or service, or providing Platform Data to unauthorised third parties;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services;
• Remove, obscure, or alter any proprietary rights notices, including copyright and trademark notices, on the Services;
• Use the Services to transmit, or introduce, any malware, viruses, or other malicious code;
• Use the Services to violate any applicable law or regulation, including data protection laws, anti-spam laws, or export control laws;
• Use the Services to send unsolicited commercial emails (spam) or engage in unlawful marketing practices;
• Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services.

6. Data Protection and Privacy

6.1 Independent Data Controllers

Customer and Athena BDA are independent data controllers. Each party is responsible for its own compliance with applicable data protection laws, including the UK GDPR. Athena BDA is not acting as a data processor on behalf of Customer, and Customer is not acting as a data processor on behalf of Athena BDA.

6.2 Customer's Data Protection Obligations

Customer acknowledges and agrees that:

• Customer is solely responsible for determining the legal basis under applicable data protection laws for processing any Personal Data accessed through the Services;
• Customer must comply with all applicable data protection laws in its use of the Services and Platform Data, including providing appropriate privacy notices to data subjects and obtaining any required consents;
• Customer is solely responsible for determining whether consent or any other legal basis is required and sufficient for contacting data subjects whether under the Customer's local jurisdiction and where the data subject is based or any other applicable jurisdiction where a data subject is based;
• Notwithstanding the clause above, Customer is responsible for obtaining and maintaining all required consent under applicable data protection laws to contact data subjects. The Customer shall indemnify, defend and hold harmless Athena BDA from any claims, fines, penalties or liabilities arising from its failure to obtain or maintain such consent;
• Customer is responsible for responding to and complying with data subject requests related to its use of Platform Data;
• Customer must honor all opt-outs and suppression requests communicated by Athena BDA;
• Customer must not use the Services or Platform Data in any manner that violates data subjects' rights or applicable data protection laws.

6.3 Athena BDA's Data Protection Practices

Athena BDA processes Personal Data in the Platform Data as a data controller in accordance with our Privacy Policy. We maintain appropriate technical and organizational measures to protect Personal Data and comply with applicable data protection laws.

6.4 No Liability for Customer's Data Protection Breaches

Athena BDA shall have no liability for any data protection violations, regulatory penalties, or damages arising from Customer's use of the Services or Platform Data, including Customer's failure to comply with data protection laws.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party warrants that: (a) it has the full power and authority to enter into this Agreement; and (b) it will comply with all applicable laws and regulations in performing its obligations under this Agreement.

7.2 Our Limited Warranties

We warrant that: (a) we will provide the Services using reasonable care and skill; (b) we have implemented appropriate security measures to protect the Services; and (c) we will use reasonable efforts to maintain the accuracy of Platform Data.

7.3 Data Accuracy Disclaimer

We use reasonable efforts to maintain accurate and up-to-date Platform Data, but we do not warrant or guarantee the accuracy, completeness, or currency of any data provided through the Services. Customer acknowledges that Platform Data is compiled from third-party sources and public information, and may contain errors or become outdated.

7.4 Disclaimer of Other Warranties

Except as expressly provided in this Section 7, the Services and Platform Data are provided "as is" and "as available" without any warranties of any kind, whether express, implied, or statutory.

7.5 Exclusion of Other Terms

Except as expressly provided in this Section 7 and to the fullest extent permitted by law, all warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, representations, conditions and other terms of any kind whatsoever, whether express or implied by statute, common law, course of dealing or otherwise, are excluded.

8. Limitation of Liability

8.1 Exclusion of Certain Losses

To the maximum extent permitted by law, neither party shall be liable for any loss of profits, loss of revenue, loss of data, loss of business opportunities, or business interruption, whether such losses are direct or indirect, arising out of or relating to this Agreement, regardless of the legal theory and whether or not the party has been advised of the possibility of such damages.

Neither party shall be liable for any other indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement.

8.2 Liability Cap

Athena BDA's total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Customer to Athena BDA in the twelve (12) months immediately preceding the event giving rise to liability.

8.3 Exceptions

Nothing in this Agreement excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability to the extent that it cannot be excluded or limited under applicable law.

9. Term and Termination

9.1 Subscription Term

This Agreement commences on the date the Customer signs the Proposal and continues for the initial Subscription Term as specified in the Proposal, unless terminated earlier in accordance with this Agreement. The Agreement will automatically renew in accordance with Section 3.2.

9.2 Termination for Convenience

Either party may terminate this Agreement at the end of the then-current Subscription Term by providing written notice of termination at least thirty (30) days prior to the renewal date.

Customer remains liable for all fees through the end of the Subscription Term.

9.3 Termination for Breach

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or administrator appointed; or (c) ceases to do business.

In addition, Athena BDA may terminate this Agreement immediately upon written notice if Customer breaches any of the following provisions, which shall not be subject to a cure period: (a) Section 4.1 (License to Platform Data); (b) Section 5 (Usage Restrictions); or (c) Section 6.2 (Customer's Data Protection Obligations).

9.4 Effect of Termination

Upon termination or expiration of this Agreement:

• Customer's access to the Services will immediately cease;
• Customer must cease all use of Platform Data except as permitted in Section 4.2;
• Customer remains liable for all fees incurred prior to termination;
• We may delete Customer Data within ninety (90) days of termination.

9.5 Survival

Sections 3.5 (No Refunds), 4.2 (Data Retention), 4.3 (Intellectual Property), 5 (Usage Restrictions), 6 (Data Protection), 7 (Warranties), 8 (Limitation of Liability), 9.4 (Effect of Termination), and 10 (General Provisions) shall survive termination or expiration of this Agreement.

10. General Provisions

10.1 Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflicts of law principles. The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.

10.2 Amendment

We may amend these Terms from time to time by posting updated Terms at athenabda.com/terms and providing notice to Customer. Amendments will become effective thirty (30) days after notice is provided. Customer's continued use of the Services after the effective date constitutes acceptance of the amended Terms. If Customer does not agree to the amendments, Customer may terminate this Agreement as set forth in Section 9.2.

10.3 Assignment

Customer may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.

10.4 Force Majeure

Athena BDA shall not be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials. For the avoidance of doubt, the Customer's payment obligations are not suspended or excused by any force majeure event.

10.5 Notices

All notices under this Agreement must be in writing and sent by email to adrian@athenabda.com for Athena BDA, and to the Customer's email address specified in the Proposal. Notices sent by email are deemed received on the date sent if sent during business hours (9:00 AM to 5:00 PM UK time, Monday to Friday, excluding English bank holidays), or on the next business day if sent outside business hours.

10.6 Entire Agreement

This Agreement, together with the Proposal and our Privacy Policy, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral.

10.7 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

10.8 Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided in writing.

10.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

10.10 Third Party Rights

Except as expressly provided herein, this Agreement does not confer any rights upon any person or entity other than the parties hereto.

10.11 Support

We provide email and phone support to Customer Monday through Friday, 9:00 AM to 5:00 PM UK time, excluding bank holidays. Support requests may be submitted to adrian@athenabda.com. We will use reasonable efforts to respond to support requests in a timely manner but do not guarantee any specific response times.

10.12 Variations

Except as provided in Section 10.2, no variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of both parties.

11. Contact Information

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