General Terms and Conditions

v2.0
Effective as of: 07/03/2026

These General Terms and Conditions (the "Terms") are entered into between Dovetailed Technology Ltd, 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ, Company No. 12232490 ("Dovetech"), and the customer identified in the applicable Ordering Document or, where no Ordering Document exists, the business customer that installs, subscribes to, accesses, or uses the relevant Service ("Customer").

1. Definitions

In these Terms:

Agreement means the agreement between Dovetech and the Customer for the relevant Service, comprising, as applicable: the relevant Ordering Document, these Terms, any Service Schedule, the Service Level Statement, any applicable Data Processing Addendum, and any other document expressly incorporated by reference.

Covered Service means any Dovetech product or service that is made available to the Customer under an Agreement.

Customer Data means any data, content, configuration, files, materials, or information submitted to, imported into, transmitted through, or otherwise made available to a Covered Service by or on behalf of the Customer, excluding Dovetech's own materials, software, documentation, and aggregated or de-identified usage data.

Direct-Billed Service means a Covered Service purchased directly from Dovetech and billed by Dovetech.

Documentation means Dovetech's then-current service descriptions, technical documentation, support documentation, onboarding materials, or usage guidance made available for a Covered Service.

Ordering Document means any order form, statement of work, proposal, subscription checkout, plan selection page, app listing, accepted quote, Custom Offer, or other ordering mechanism under which the Customer acquires a Covered Service.

Platform-Billed App Service means a Covered Service that is distributed, subscribed to, or billed through a third-party platform, marketplace, or app store.

Service Schedule means any service-specific terms, commercial terms, or supplemental conditions that apply to a particular Covered Service.

Subscription Term means the initial term and any renewal term for a subscription-based Covered Service, as set out in the applicable Ordering Document or platform billing flow.

Third-Party Platform means any third-party software, infrastructure, marketplace, app store, ecommerce platform, hosting provider, CMS, payment provider, or external system that is not operated by Dovetech.

Users means the Customer's employees, contractors, agents, and other authorised users who access or use a Covered Service on the Customer's behalf.

2. Scope and Order of Precedence

2.1 These Terms apply to all Covered Services unless Dovetech expressly agrees otherwise in writing.

2.2 The Agreement will be interpreted in the following order of precedence, unless the relevant documents expressly state otherwise:

a. a signed master services agreement or signed bespoke agreement;
b. the applicable Ordering Document;
c. the applicable Service Schedule;
d. the Service Level Statement;
e. the Data Processing Addendum; and
f. these Terms.

2.3 These Terms apply only to business customers. The Customer represents and warrants that it is acting in the course of business, trade, craft, or profession and not as a consumer.

2.4 Any terms proposed by the Customer are excluded unless expressly accepted by Dovetech in writing.

2.5 Dovetech may update these Terms from time to time. Updated Terms apply immediately to new Orders. For existing recurring Services, updated Terms will apply from the next renewal date, or for month-to-month Services on not less than thirty (30) days' notice, except where an earlier change is required by law, regulation, security requirements, or Third-Party Platform requirements. Continued use of the relevant Covered Service after the effective date of updated Terms constitutes acceptance of those updated Terms.

3. Contract Formation

3.1 For Direct-Billed Services, the Agreement is formed when Dovetech accepts an Order or Ordering Document, whether by countersignature, written confirmation, activation of the Service, or making the Service available to the Customer.

3.2 For Platform-Billed App Services, the Agreement is formed when the Customer installs the app, selects a plan, approves charges, clicks to accept the relevant terms, or otherwise accesses or uses the Service after it has been made available.

3.3 Dovetech may reject any Order, registration, or application for a Covered Service at its discretion.

3.4 Dovetech may offer trial, beta, preview, evaluation, proof-of-concept, or no-charge Services. Unless expressly stated otherwise, such Services are provided on an "as is" basis, may be modified or withdrawn at any time, and may be subject to additional service-specific restrictions.

4. Covered Services

4.1 Covered Services may include software products, hosted services, APIs, applications, integrations, synchronisation tools, import/export tools, modular components, starter implementations, support services, and related professional or technical services.

4.2 The specific scope, features, usage limits, billing model, and commercial terms of each Covered Service are set out in the applicable Ordering Document, Service Schedule, Documentation, or platform plan details.

4.3 Dovetech may use subcontractors, freelancers, affiliates, and other third-party service providers in performing its obligations under the Agreement, provided Dovetech remains responsible for their performance to the extent required by law and the Agreement.

4.4 Some Covered Services depend on Third-Party Platforms, third-party APIs, customer environments, or external infrastructure. The Customer acknowledges that those dependencies may affect availability, performance, functionality, or compatibility.

4.5 Unless expressly stated otherwise, the Customer is responsible for obtaining and maintaining any required third-party accounts, licences, permissions, subscriptions, credentials, and environments needed for the relevant Covered Service.

4.6 Service availability, support, and remedies, if any, are governed by the applicable Service Level Statement and/or Service Schedule, not by this Section alone.

5. Licence and Permitted Use

5.1 Subject to the Agreement and payment of all applicable fees, Dovetech grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the relevant Covered Service and Documentation for the Customer's internal business purposes.

5.2 The Customer may permit its Users to access and use the Covered Service for the Customer's benefit, provided the Customer remains responsible for all acts and omissions of its Users.

5.3 Except as expressly permitted in the Agreement, the Customer must not, and must not permit any third party to:

a. resell, sublicense, rent, lease, time-share, white-label, or otherwise make a Covered Service available to third parties;
b. reverse engineer, decompile, disassemble, copy, modify, or create derivative works of any Covered Service, except to the limited extent such restriction is prohibited by law;
c. circumvent usage limits, access controls, security features, or authentication measures;
d. use a Covered Service to build, train, benchmark for public comparison, or operate a competing product or service in a way that misuses Dovetech's Confidential Information or Documentation;
e. use a Covered Service in violation of applicable law, applicable Third-Party Platform rules, or the rights of any third party; or
f. introduce malicious code, harmful scripts, or other harmful materials into a Covered Service.

5.4 The Customer must keep credentials, access keys, passwords, and authentication methods secure and confidential.

6. Customer Responsibilities

6.1 The Customer is responsible for the accuracy and completeness of all information it provides to Dovetech in connection with the Agreement.

6.2 The Customer must provide all cooperation, configurations, access permissions, credentials, approvals, and technical information reasonably needed for Dovetech to provide the Covered Service.

6.3 The Customer represents and warrants that it has, and will maintain, all rights, consents, licences, and permissions necessary for Dovetech to receive, process, import, sync, store, transmit, or otherwise use the Customer Data and other materials supplied by or on behalf of the Customer for the purpose of providing the Covered Service.

6.4 The Customer is responsible for maintaining appropriate backups and business continuity arrangements for its own systems and data, except to the extent expressly stated otherwise in a Service Schedule or Documentation.

6.5 The Customer must promptly notify Dovetech of any suspected defects, security incidents, unauthorised access, or material issues affecting the Covered Service.

6.6 The Customer is responsible for ensuring that its use of the Covered Service, and any instructions given to Dovetech, comply with applicable law, including applicable data protection and privacy laws.

6.7 Where a Covered Service interacts with a Third-Party Platform, the Customer must comply with that platform's applicable terms, policies, billing rules, API requirements, and technical limits.

7. Fees, Billing, and Payment

7.1 The fees, billing model, and payment terms for each Covered Service are those stated in the applicable Ordering Document, app listing, plan selection page, pricing page, quotation, or Service Schedule.

7.2 Unless expressly stated otherwise, all fees are exclusive of VAT, sales tax, GST, withholding tax, and similar taxes, duties, and levies. The Customer is responsible for all such taxes, except taxes based on Dovetech's net income.

7.3 For Direct-Billed Services:

a. Dovetech may invoice in advance, in arrears, or in accordance with the applicable Ordering Document;
b. if no payment period is stated, invoices are payable within fourteen (14) days of the invoice date;
c. subscription Services renew automatically for successive renewal terms equal to the initial term unless either party gives notice of non-renewal at least thirty (30) days before the end of the current term, unless the Ordering Document states otherwise.

7.4 For Platform-Billed App Services:

a. billing is handled through the relevant Third-Party Platform;
b. the Customer authorises the relevant platform to charge the applicable fees and taxes for the selected plan or usage;
c. billing cycles, renewals, free trials, plan changes, prorations, cancellations, reinstatements, credits, and refunds are governed by the relevant platform's rules, capabilities, billing systems, and plan settings; and
d. Dovetech is not required to accept off-platform payment or provide off-platform refunds for Platform-Billed App Services unless expressly stated otherwise and technically permitted by the relevant platform.

7.5 If a Covered Service is subject to usage limits, transaction limits, API limits, service-unit limits, or overage charges, those limits and charges will be determined in accordance with the applicable Ordering Document, Service Schedule, or platform pricing configuration.

7.6 Any prepaid service units, credits, or similar usage entitlements are governed by the applicable Service Schedule or commercial terms. Unless expressly stated otherwise, such units or credits are non-transferable, non-refundable, and expire at the end of the applicable billing or service period.

7.7 Dovetech may suspend access to a Covered Service for overdue payment after providing reasonable notice, unless a shorter period is justified by fraud, misuse, or material risk.

7.8 Dovetech may charge reasonable late-payment interest and collection costs to the extent permitted by law.

7.9 The Customer must raise any invoice dispute in writing within fourteen (14) days of the invoice date, providing reasonable detail of the dispute. The Customer must still pay any undisputed amount when due.

7.10 Except where prohibited by law, payments are non-cancellable and non-refundable once due, save for any remedies expressly provided in the Agreement.

8. Intellectual Property, Customer Data, and Materials

8.1 Dovetech and its licensors retain all right, title, and interest in and to the Covered Services, Documentation, software, templates, integrations, APIs, code, know-how, trade secrets, and all related intellectual property rights.

8.2 The Customer retains all right, title, and interest in and to the Customer Data.

8.3 The Customer grants Dovetech a non-exclusive, worldwide, royalty-free right to host, copy, process, transmit, display, adapt, and use Customer Data solely as necessary to provide, support, secure, maintain, and improve the Covered Service and to comply with law.

8.4 Dovetech may collect and use aggregated, statistical, de-identified, and operational usage data for analytics, security, service improvement, planning, and benchmarking, provided such data does not identify the Customer or any individual.

8.5 If the Customer provides feedback, suggestions, enhancement requests, or ideas relating to a Covered Service, Dovetech may use and exploit that feedback without restriction or obligation, provided it does not disclose the Customer's Confidential Information.

8.6 Any sample code, starter code, example implementations, templates, SDK examples, or similar materials supplied by Dovetech are provided for illustrative purposes only and, unless expressly stated otherwise, are provided "as is". The Customer is responsible for testing, validating, and securing them before production use.

8.7 To the extent any open-source components are included with or used by a Covered Service, those components remain subject to their applicable open-source licence terms.

9. Data Protection

9.1 Each party will comply with applicable data protection and privacy laws in connection with the Agreement.

9.2 To the extent Dovetech processes personal data on behalf of the Customer as a processor or service provider, the parties' data protection obligations will be governed by the applicable Data Processing Addendum.

9.3 The Customer is responsible for ensuring that it has a valid legal basis, and has provided all necessary notices and obtained all necessary consents, for the personal data it instructs Dovetech to process.

9.4 Dovetech will implement and maintain appropriate technical and organisational security measures appropriate to the nature of the Covered Service and the risks presented by the relevant processing activities.

9.5 Where cross-border transfers of personal data occur, the parties will use the transfer mechanism set out in the applicable Data Processing Addendum or otherwise required by law.

10. Availability, Support, and Service Changes

10.1 Any service availability commitments, support response targets, maintenance provisions, and service credit mechanisms are set out in the Service Level Statement and/or applicable Service Schedule.

10.2 Unless expressly stated otherwise in the Agreement, Dovetech does not guarantee uninterrupted or error-free operation of any Covered Service.

10.3 Dovetech may perform planned maintenance, emergency maintenance, updates, upgrades, security patches, and operational changes from time to time.

10.4 Dovetech may improve, modify, replace, or discontinue features of a Covered Service, provided that Dovetech will not materially reduce the core functionality of a paid Covered Service during the current Subscription Term without reasonable notice, except where required by law, security, or a Third-Party Platform.

10.5 If Dovetech materially reduces the core functionality of a paid Direct-Billed Service during the current Subscription Term and does not cure that reduction within a reasonable period after written notice, the Customer may terminate the affected Direct-Billed Service and receive a pro-rated refund of any prepaid unused fees for the terminated portion.

10.6 Unless a Service Schedule expressly states otherwise, service credits are the sole monetary remedy for any failure to meet an applicable service availability target.

11. Suspension and Security

11.1 Dovetech may suspend or restrict access to a Covered Service immediately, in whole or in part, where reasonably necessary to:

a. protect the security, integrity, or availability of the Covered Service or related systems;
b. prevent fraud, abuse, unlawful activity, or misuse;
c. respond to a vulnerability, security incident, or operational emergency;
d. comply with law, court order, regulator request, or Third-Party Platform requirements; or
e. address overdue payment or material breach by the Customer.

11.2 Where reasonably practicable, Dovetech will provide prior notice of suspension. In urgent cases, notice may be provided afterwards.

11.3 A suspension under this Section does not relieve the Customer of its payment obligations where the suspension results from the Customer's breach, misuse, or failure to pay.

12. Confidentiality

12.1 Each party receiving Confidential Information from the other party will:

a. keep that Confidential Information confidential;
b. use it only for the purpose of performing or receiving the Covered Service under the Agreement; and
c. protect it using at least reasonable care, and in any event no less than the degree of care it uses to protect its own confidential information of a similar nature.

12.2 Confidential Information does not include information that the receiving party can demonstrate:

a. is or becomes public other than through breach of the Agreement;
b. was lawfully known to the receiving party without confidentiality obligation before disclosure;
c. is lawfully received from a third party without breach of any duty; or
d. is independently developed without use of the disclosing party's Confidential Information.

12.3 A party may disclose Confidential Information where required by law, regulation, court order, or professional obligation, provided it gives prior notice where legally permitted.

12.4 This Section survives for three (3) years after termination or expiry of the Agreement, except that trade secrets remain protected for so long as they remain trade secrets under applicable law.

13. Warranties and Disclaimers

13.1 Dovetech warrants that it will provide the Covered Services using reasonable care and skill.

13.2 Except as expressly stated in the Agreement, and to the maximum extent permitted by law:

a. Covered Services are provided without any other warranties, representations, or conditions, whether express, implied, statutory, or otherwise;
b. Dovetech does not warrant that any Covered Service will be uninterrupted, error-free, or compatible with every Customer system or Third-Party Platform configuration; and
c. Dovetech is not responsible for failures caused by Third-Party Platforms, Customer systems, unsupported modifications, or Customer misuse.

13.3 Trial, beta, preview, no-charge Services, and sample code are provided "as is" and without warranty.

14. Liability

14.1 Nothing in the Agreement limits or excludes either party's liability for:

a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. any liability that cannot lawfully be limited or excluded; or
d. the Customer's obligation to pay fees due under the Agreement.

14.2 Subject to Section 14.1, neither party is liable to the other for any:

a. loss of profit;
b. loss of revenue;
c. loss of business or business opportunity;
d. loss of anticipated savings;
e. loss of goodwill or reputation;
f. loss, corruption, or inaccuracy of data, except to the extent directly caused by that party's breach of applicable data protection obligations; or
g. indirect, special, or consequential loss.

14.3 Subject to Sections 14.1 and 14.2, Dovetech's total aggregate liability arising out of or in connection with the Agreement will not exceed:

a. for a paid Covered Service, the total fees paid or payable by the Customer for the affected Covered Service in the twelve (12) months immediately preceding the event giving rise to the claim; or
b. for a trial, beta, preview, or no-charge Covered Service, one hundred pounds sterling (£100).

14.4 The limitations in this Section apply whether the claim arises in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise.

14.5 Any service credits expressly available under the Service Level Statement are the Customer's sole monetary remedy for service availability failures, unless otherwise required by law.

15. Term and Termination

15.1 The Agreement begins on the date it is formed under Section 3 and continues for the applicable Subscription Term unless terminated earlier in accordance with the Agreement.

15.2 Direct-Billed Services renew as set out in Section 7.3 unless the relevant Ordering Document states otherwise.

15.3 Platform-Billed App Services may be cancelled through the relevant Third-Party Platform or as otherwise enabled in the Covered Service, and cancellation will take effect in accordance with the relevant platform's billing and subscription rules.

15.4 Either party may terminate the Agreement or an affected Covered Service immediately on written notice if the other party:

a. commits a material breach and, where the breach is capable of remedy, fails to remedy it within fourteen (14) days after written notice; or
b. becomes insolvent, enters administration, liquidation, or a similar insolvency process, or ceases trading.

15.5 Dovetech may terminate or suspend immediately where necessary under Section 11.

15.6 On termination or expiry:

a. the Customer's right to access and use the affected Covered Service ends;
b. the Customer must stop using the affected Covered Service and Documentation;
c. accrued payment obligations remain payable;
d. each party must return or delete the other party's Confidential Information on request, subject to legal retention obligations; and
e. where technically supported by the Covered Service and requested within thirty (30) days of termination, Dovetech will provide a reasonable opportunity for the Customer to export its Customer Data, after which Dovetech may delete it in the ordinary course, unless retention is required by law.

15.7 Termination of one Covered Service does not automatically terminate other Covered Services unless the Agreement expressly states otherwise.

16. Publicity

16.1 Unless the Customer has objected in writing, Dovetech may identify the Customer by name and logo in a factual customer list.

16.2 Any case study, testimonial, quote, press release, or more detailed marketing use of the Customer's name, logo, or marks requires the Customer's prior written approval, not to be unreasonably withheld or delayed.

16.3 Nothing in this Section gives either party ownership of the other party's trade marks or branding.

17. General

17.1 Notices. Notices under the Agreement must be in writing and sent by email, recognised courier, or pre-paid post to the contact details set out in the applicable Ordering Document or otherwise notified by the receiving party.

17.2 Assignment. Neither party may assign or transfer the Agreement without the other party's prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets.

17.3 Subcontracting. Dovetech may subcontract obligations under the Agreement, but remains responsible for its subcontractors as provided in Section 4.3.

17.4 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, except that this does not excuse the Customer's obligation to pay fees already due.

17.5 No waiver. A failure or delay in exercising a right does not waive that right.

17.6 Severability. If any provision is held invalid or unenforceable, the remainder of the Agreement remains in effect.

17.7 Entire agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior proposals, discussions, and understandings relating to that subject matter.

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

17.9 Third-party rights. A person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999, except where expressly stated otherwise.

17.10 Governing law and jurisdiction. The Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.