Terms of Service

Scope across the three Diatom variants

1. Introduction

These Terms of Service govern your access to and use of https://www.diatom.blue/ and any services, content, communications, proposals, consultancy services, software, prototypes, applications, platforms, dashboards, MRV tools, AI-enabled features or related offerings made available by Diatom.

In these terms, "Diatom", "we", "us" and "our" means the relevant Diatom entity: Diatom Group B.V., Diatom Consultancy B.V. or Diatom Blue Tech B.V. The contracting entity for paid services or platform access will normally be identified in the proposal, order form, statement of work, subscription agreement, pilot agreement or other signed contract.

By using the website, contacting us, accessing a Diatom platform or using any Diatom service, you agree to these terms. If you are acting for an organisation, you confirm that you have authority to bind that organisation.

2. Relationship with other agreements

These terms apply unless a separate signed agreement says otherwise. For consultancy projects, pilots, platform access, paid subscriptions, data processing, confidentiality, intellectual property, grant-funded work or joint research, Diatom may require a separate written agreement. If there is a conflict, the signed agreement, statement of work or order form will prevail over these website terms for that specific engagement.

3. The Diatom services

Diatom provides different services through its group, consultancy and technology activities, including:

• Diatom Group: group-level information, thought leadership, partner engagement, business development, investment and collaboration activity.
• Diatom Consultancy: marine biodiversity strategy, impact and risk assessment, EIA/ESIA support, due diligence, monitoring programme design, IFC PS6-related support, CSRD biodiversity reporting support, Biodiversity Action Plans, Net Positive Impact Plans, MRV plans, Diatom Sound and Diatom Imaging services.
• Diatom Blue Tech: AI-enabled marine biodiversity MRV tools, prototypes, applications, dashboards, pilots, platform services, analytics, workflow tools, technical support and related technology services.

The website may describe services that are still under development, available only as a pilot, limited to selected clients or subject to separate commercial terms. Website descriptions are not binding commitments unless included in a signed agreement.

4. Eligibility and business use

The website and services are intended for business, professional, scientific, governmental, investor, NGO and institutional users. They are not intended for personal consumer use. You must not use the services if applicable law prohibits you from doing so, if you are subject to sanctions restrictions, or if you cannot comply with these terms.

5. Accounts and access

Some Diatom Blue Tech services, prototypes or client workspaces may require an account. You are responsible for keeping login credentials secure, ensuring information you provide is accurate, maintaining the confidentiality of account access, and promptly notifying Diatom of suspected unauthorised access.

Diatom may suspend or restrict access where reasonably necessary to protect security, prevent misuse, comply with law, preserve platform integrity, protect client data, or enforce these terms or another agreement.

6. Acceptable use

You must not:

• use the website or services unlawfully, fraudulently, deceptively or in a way that harms Diatom, other users, clients, partners, marine ecosystems, communities or public safety;
• upload malware, harmful code, unlawful content, infringing content, trade secrets you are not authorised to share, or personal data you are not authorised to process;
• attempt to bypass security, access controls, rate limits, usage limits or technical restrictions;
• reverse engineer, decompile, scrape, copy, harvest or extract data from Diatom systems except as permitted by law or written agreement;
• use Diatom services to create competing products or benchmark them publicly without permission;
• misrepresent Diatom outputs, reports, logos, certifications, credits, biodiversity claims or regulatory status;
• use AI outputs or scientific outputs without appropriate human review, scientific interpretation and project governance;
• interfere with platform performance, other users, client workspaces or Diatom infrastructure;
• violate export controls, sanctions, anti-bribery, anti-corruption, environmental, data protection or intellectual property laws.

7. Consultancy services and professional deliverables

Diatom Consultancy services are professional, scientific and technical services. Unless expressly agreed in writing, Diatom does not provide legal, financial, investment, tax, insurance, certification or regulatory approval advice. Clients remain responsible for final business, investment, compliance, permitting, disclosure, engineering and operational decisions.

Diatom uses professional judgement, available data, scientific methods and agreed project assumptions. Marine biodiversity, ecological conditions, fieldwork, modelling, monitoring, bioacoustics, eDNA, imaging, remote sensing and AI-assisted analysis are subject to uncertainty, data limitations, sampling constraints, environmental variability and methodological assumptions. Diatom does not guarantee any biodiversity outcome, regulatory approval, financing outcome, nature credit issuance, certification, project approval, biodiversity net gain, net positive impact, stakeholder acceptance or commercial result unless expressly stated in a signed agreement.

8. Diatom Blue Tech platform and AI-enabled features

Diatom Blue Tech services may include prototypes, pilots, beta features, AI-enabled workflows, dashboards, MRV tools, analytics, automated classifications, report generation assistance, image analysis, acoustic analysis, geospatial analysis or related technical capabilities.

• Beta or pilot features may be incomplete, experimental, subject to change, unavailable at times or provided for evaluation only.
• AI and analytical outputs may contain errors, omissions, uncertainty, false positives or false negatives and must be reviewed by qualified personnel before reliance.
• Platform outputs are decision-support tools and do not replace expert ecological, scientific, engineering, legal, regulatory or professional judgement.
• Diatom may update, modify, suspend or discontinue features, provided this does not materially breach a signed agreement.
• Usage limits, storage limits, API limits, user limits, support levels and service levels may be set out in an order form or subscription agreement.

9. Client data and uploaded content

You retain ownership of data, files, reports, images, recordings, annotations, datasets, project information and other content you provide to Diatom or upload to Diatom systems, subject to any signed agreement.

You grant Diatom a limited licence to host, copy, process, transmit, analyse, display, back up and otherwise use client data as necessary to provide the services, operate and secure the platform, perform agreed analysis, produce deliverables, provide support, comply with law and enforce agreements.

Unless otherwise agreed in writing, Diatom may use aggregated, anonymised or de-identified information derived from service usage and project activity to improve methods, models, workflows, platform performance, quality assurance, benchmarking and business reporting, provided such information does not identify the client, authorised users, individuals, confidential project details or protected locations.

You are responsible for ensuring that you have the rights, consents, permissions and legal basis needed to provide data to Diatom, including personal data, third-party confidential information, geospatial data, sensor data, imagery, acoustic files, eDNA workflow data and data subject to government, client, indigenous knowledge, conservation, export-control or site confidentiality restrictions.

10. Intellectual property

Diatom and its licensors retain all rights in the website, brand, logos, design, software, platform, workflows, source code, algorithms, models, templates, methods, know-how, documentation, scientific methodologies, generic tools and pre-existing intellectual property.

Unless a signed agreement says otherwise, Diatom deliverables are licensed to the client for the internal business purpose stated in the relevant proposal, statement of work or agreement, after payment of all applicable fees. Diatom may reuse general know-how, methods, templates, tools, non-client-specific insights and experience gained during engagements, provided it does not disclose client confidential information.

You must not remove Diatom branding, copyright notices, disclaimers, limitations, metadata or attribution from deliverables unless authorised in writing.

11. Confidentiality

Each party may receive confidential information from the other. Confidential information must be protected using reasonable care and used only for the purpose for which it was disclosed. Confidentiality obligations do not apply to information that is public, already known without restriction, independently developed, lawfully received from a third party, or required to be disclosed by law, court order or regulator.

A separate NDA or signed agreement may include additional confidentiality terms and will prevail for the relevant engagement.

12. Fees, payment and taxes

Fees, payment milestones, expenses, VAT/taxes, subscription charges, support fees, cancellation rights and payment terms will be set out in a proposal, order form, statement of work, invoice or signed agreement. Unless stated otherwise, fees are exclusive of VAT and other applicable taxes, payable in the currency stated in the invoice, and non-refundable once work has started or platform access has been provided.

Diatom may suspend work, withhold deliverables, restrict platform access or charge interest and recovery costs where invoices are overdue, subject to applicable law and any signed agreement.

13. Third-party services, datasets and integrations

Diatom services may use or link to third-party tools, cloud services, laboratories, vessel providers, sensor providers, geospatial services, data sources, AI providers, mapping tools, remote sensing data, acoustic tools, eDNA service providers, payment providers, collaboration tools or regulatory datasets. Third-party services may be subject to their own terms, licences, availability, usage restrictions and privacy notices.

Diatom is not responsible for third-party data accuracy, availability, licence restrictions, outages, changes, pricing, permissions or regulatory interpretations unless expressly agreed in writing.

14. Website content and no reliance

Website content is provided for general information only. It may refer to projects, capabilities, services, prototypes, partners, clients or emerging regulations. It should not be treated as legal, scientific, regulatory, investment, ecological, engineering or professional advice for a specific project. You should obtain advice tailored to your circumstances before relying on website content.

15. Data protection

Diatom processes personal data in accordance with its Privacy Policy. Where Diatom processes personal data on behalf of a client as processor, the parties should enter into a data processing agreement before processing begins. Where Diatom acts as an independent controller, each party is responsible for its own compliance with applicable data protection laws.

16. Compliance and responsible use

You are responsible for complying with applicable laws and professional standards in connection with your use of the services, including environmental laws, procurement rules, anti-bribery laws, sanctions, export controls, data protection laws, intellectual property laws, confidentiality restrictions, biodiversity reporting requirements, permitting requirements and community/stakeholder obligations.

You must not use Diatom services to greenwash, misrepresent, overstate or falsely certify biodiversity outcomes, ecosystem impacts, monitoring results, nature-positive claims, biodiversity credits, offsets, regulatory compliance or environmental performance.

17. Warranties and disclaimers

Diatom will use reasonable skill and care in providing services. Except as expressly stated in a signed agreement, the website, content, prototypes, platform, beta features, analytics, AI outputs and services are provided "as is" and "as available" to the fullest extent permitted by law. Diatom disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, error-free operation and absolute accuracy.

18. Limitation of liability

To the fullest extent permitted by law, Diatom will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, loss of data, loss of business opportunity, or regulatory, certification, credit issuance, financing or investment outcomes arising from use of the website or services.

Unless a signed agreement states otherwise, Diatom's aggregate liability arising out of or in connection with the website, services or these terms will be limited to the fees paid by the client to Diatom for the relevant service giving rise to the claim in the 12 months before the event giving rise to liability, or EUR 10,000, whichever is lower. Nothing in these terms limits liability that cannot be limited under applicable law, including liability for intent, wilful misconduct or other non-excludable liability.

19. Indemnity

You agree to indemnify and hold Diatom harmless from claims, losses, liabilities, damages, costs and expenses arising from your breach of these terms, misuse of the services, unauthorised data disclosure, infringement of third-party rights, violation of law, or reliance on outputs contrary to these terms or applicable project governance, except to the extent caused by Diatom's own breach, negligence or wilful misconduct.

20. Suspension and termination

Diatom may suspend or terminate access to the website, platform, account, workspace or services if you breach these terms, fail to pay fees, create security or legal risk, misuse the services, infringe rights, or if suspension is required by law, court order, regulator, third-party provider or signed agreement.

On termination, your right to access the relevant service ends. Data export, deletion, retention, transition support and post-termination access will be handled in accordance with the signed agreement, data processing agreement, platform terms or applicable law.

21. Publicity and use of names

Diatom may not use your organisation name, logo or project details for public marketing without your permission, unless already public or expressly permitted by a signed agreement. You must not use Diatom's name, logo, reports, outputs, screenshots or deliverables in public claims, investor materials, regulatory submissions, marketing, certification or press releases without appropriate permission and context.

22. Force majeure

Diatom is not responsible for delay or failure caused by events outside its reasonable control, including natural disasters, extreme weather, marine conditions, vessel unavailability, fieldwork restrictions, illness, war, terrorism, civil unrest, strikes, supply-chain disruption, power or internet failure, cyber incidents, third-party service outages, regulatory changes, government action or restrictions affecting site access, travel, fieldwork or data availability.

23. Changes to these terms

Diatom may update these terms from time to time. The effective date at the top shows when the terms were last updated. Material changes may be notified through the website, platform, email or another appropriate method. Continued use after changes take effect means you accept the updated terms. Changes will not override a signed agreement for an existing engagement unless that agreement allows it.

24. Governing law and disputes

These terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Netherlands, unless a signed agreement states otherwise. Subject to mandatory law and any signed agreement, the courts of the Netherlands will have exclusive jurisdiction.

25. Contact

Questions about these Terms of Service can be sent to:

DIATOM HOLDING B.V
Van Slingelandtstraat 24B, 2582 XR, The Hague
Email: alexandre@diatom.blue
Website: https://www.diatom.blue/