Policies, Statements and Terms
General Terms and Conditions
v1.1
Effective as of: 24/08/2024
1. Scope of Application
1.1 The following General Terms and Conditions, together with the Usage Guidelines Policy and Data Protection Policy compliant with UK GDPR, apply to all contracts and services provided by and/or entered into between Dovetailed Technology Ltd, 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ (Company No. 12232490) ("Dovetech") and its customers regarding the use of Dovetech products and services (hereinafter collectively referred to as "Dovetech Services"). These General Terms and Conditions form an integral part of each agreement unless otherwise expressly agreed in writing.
1.2 These General Terms and Conditions shall also apply to any future business transactions between Dovetech and the customer, even if not expressly referenced.
1.3 In the event of any conflicting provisions within service agreements, price lists, or special contract conditions for Dovetech Services, such specific provisions shall take precedence over these General Terms and Conditions.
1.4 By using Dovetech Services, the customer agrees to and accepts these General Terms and Conditions unconditionally. Any conflicting terms and conditions of the customer, as well as any modifications or amendments to these General Terms and Conditions, shall only become part of the agreement if they have been expressly acknowledged by Dovetech in writing (email is sufficient). These General Terms and Conditions shall apply exclusively even if Dovetech does not explicitly object to any conflicting terms and conditions.
1.5 Dovetech reserves the right to modify these General Terms and Conditions at any time with future effect. In such cases, Dovetech will notify the customer of these changes. The changes shall be deemed accepted if the customer does not object within three (3) weeks after receipt of the amendment notification. Dovetech will inform the customer in the amendment notification about the customer’s right to object and the consequences of a lack of objection. If the customer rejects the changes, Dovetech reserves the right to terminate the contract and cease providing services to the objecting customer.
2. Offer and Conclusion of a Contract
2.1 Subscription Sign-Up: Offers by Dovetailed Technology Ltd ("Dovetech") are non-binding and subject to change unless explicitly stated otherwise.
2.2 Binding Subscription Contracts: By signing up for a subscription and making the initial payment for Dovetech Services, the customer is making a binding offer to enter into a contract with Dovetech. Upon Dovetech's acceptance of the payment, the contract becomes legally binding and enforceable. The customer acknowledges that, by completing the sign-up process and making the payment, they are entering into a legally binding contract for the subscription term selected.
2.3 Custom/Bespoke Offerings: For certain customers requiring bespoke services, products, or solutions, Dovetech may provide a custom offer and contract ("Custom Offer"). Such Custom Offers may involve tailored solutions, pricing, and terms that differ from standard subscriptions. The process for concluding a contract for bespoke offerings is as follows:
Custom Offer and Negotiation: Dovetech will issue a Custom Offer based on the customer's specific requirements. This offer is subject to negotiation between the parties.
Acceptance and Contract Formation: The contract is concluded upon mutual agreement and signing of the Custom Offer by both the customer and Dovetech. In some cases, the contract may also be formed by the customer's acceptance of the offer and initial payment, as detailed in the Custom Offer.
Binding Nature: Once the Custom Offer is signed or accepted by the customer, and payment is made (if required as part of the Custom Offer), the contract becomes binding and enforceable according to the agreed-upon terms.
2.4 General Terms for All Contracts: Whether the customer enters into a standard subscription or a bespoke contract, the terms of the agreement are binding for the duration specified. The customer may not cancel or terminate the agreement except as provided in these Terms and Conditions or as specifically outlined in the Custom Offer.
2.5 Right to Reject or Terminate: Dovetech reserves the right to reject a subscription offer or terminate any contract if the customer breaches any provision of these Terms and Conditions or the specific terms of a Custom Offer.
2.6 Order Form: To conclude a contract via an Order Form, the customer must send the signed Order Form to Dovetech email, or other electronic means for acceptance by Dovetech. Dovetech may accept the Order Form by signing it and returning it via email, or other electronic means. If Dovetech does not reject the Order Form within seven (7) business days of receipt, acceptance is presumed. Rejection can be communicated via fax, email, or other electronic means, and the issuance of a new Order Form is considered a rejection of the previous one.
2.7 Web Application: To conclude a contract online via Dovetech's web portal, the customer must register online. Dovetech will confirm the registration by sending a confirmation email or contacting the customer directly by phone. Dovetech reserves the right to reject any registration without providing reasons. The customer’s user account will be activated once the customer clicks on the activation link provided. The user account is non-transferable, and the customer must keep the password secure and protect it from unauthorized use.
2.8 Subscriptions: Dovetech Services are offered as subscriptions unless otherwise provided in the applicable Order or order form. Subscriptions may be added during a subscription term at the same pricing as the original subscription, prorated for the remaining portion of the term, with all subscriptions terminating on the same date. To order a subscription, the customer must click on the "Buy" button (or a similar expression) or sign the provided Order to make a binding offer to order the Dovetech Services. Dovetech will confirm receipt of the order via email, but such confirmation does not constitute acceptance of the offer. The contract is concluded when Dovetech accepts the customer’s offer in writing, via email, or by making the services available. Dovetech is not obliged to accept the customer’s offer.
2.9 Usage Limits: Dovetech Services are subject to usage limits, including, for example, the quantities specified in the Order or order form unless otherwise agreed. Dovetech Services may not exceed the respective usage limits. If the customer exceeds a contractual usage limit, Dovetech will charge for the additional usage accordingly.
2.10 Free Trial: Dovetech may offer a free trial period to new customers. In the absence of a separate agreement or Order, these Terms and Conditions take effect when the customer is granted access to Dovetech Services. The free trial period is available only once per customer. The length of the free trial will be communicated by Dovetech. If the customer does not order Dovetech Services within the communicated trial period against payment, they will not be entitled to continue using the services after the trial period expires.
2.11 Unconsumed Service Units: Unconsumed Service Units from a Service Period are not transferred to the following Service Period. The unconsumed Service Units do not entitle the customer to a refund or any rebate.
2.12 Customer Accuracy: The customer is responsible for the accuracy of the information necessary for the placement of the Order. Any access data remains reserved for use by the customer according to its Order. In case of loss or misuse of access data or reasonable suspicion thereof, the customer must report the event or suspicion within one business day to Dovetech.
3. Dovetech Services
3.1 Dovetech offers online and software-based products and services to manage, monitor, and automate voucher codes, discounts, loyalty programs, customer referral campaigns, and related services.
3.2 Dovetech Services are offered exclusively to business customers as defined in the relevant law. The customer warrants that they will use Dovetech Services solely within the scope of their commercial or freelance professional activities, in compliance with the Usage Guidelines Policy and UK GDPR regulations.
3.3 The specific features of Dovetech Services are defined in the relevant service and product descriptions, special contract conditions, Service Level Agreements, and price lists in effect at the time of the contract's conclusion. Dovetech reserves the right to make reasonable technical changes and improvements to its products and services.
3.4 Dovetech is entitled to provide its services fully or partially in English.
3.5 Dovetech may engage third parties (e.g., subcontractors, and freelancers) to fulfill its contractual obligations.
4. Availability and Service Changes
4.1 Unless expressly stated otherwise, Dovetech offers its services based on what is technically, economically, and operationally feasible at the time.
4.2 The customer acknowledges that uninterrupted availability of Dovetech Services is not technically possible and cannot be guaranteed. Dovetech Services shall be available at least 99.0% of the annual average, subject to the conditions outlined in the Usage Guidelines Policy. Excluded from this are times when the services may be interrupted due to circumstances beyond Dovetech's control, including but not limited to acts of third parties, internet conditions outside Dovetech’s influence, force majeure, or maintenance services. Such interruptions do not affect the contractual conformity of the services provided by Dovetech.
4.3 Dovetech will notify the customer of planned downtimes or restrictions on the availability of Dovetech Services within a reasonable period. No claims can be made against Dovetech for such downtimes.
4.4 In case of unforeseen events, Dovetech may suspend services for maintenance or repair if necessary to ensure proper operation.
4.5 Considering the customer's legitimate interests, Dovetech reserves the right to change, limit, or discontinue services, particularly if necessary to prevent abuse or comply with legal requirements. Dovetech will notify the customer of such measures with three (3) weeks' notice. The customer may request a price adjustment or terminate the contract if their use of the services is significantly impaired. Dovetech may improve, adjust, extend, or adapt services to technical progress without notifying the customer, provided that the core identity of the services is maintained.
5. Customer's Rights and Obligations
5.1 Permitted Use: The customer is entitled to use Dovetech Services and the provided software only as described in these Terms and Conditions, the applicable Order or Custom Offer, and the Usage Guidelines Policy. This includes using the services in compliance with all applicable laws and not engaging in any activity that could harm the integrity or security of the services.
5.2 Confidentiality and Security: The customer agrees to keep passwords and login details confidential and to notify Dovetech immediately upon becoming aware of any unauthorized access. The customer is liable for any unauthorized use resulting from their negligence, including any use that leads to breaches of security or data loss.
5.3 Restrictions on Use: The customer shall not make the software available to third parties, nor modify, reverse engineer, decompile, or create derivative works from the software or documentation, except as permitted by applicable law. Requests for interoperability information under applicable law may be made to Dovetech for a fee. This restriction does not prevent the customer from developing or reselling products or services built upon Dovetech, as long as such activities comply with the provisions outlined in these Terms and Conditions.
5.4 Use of Provided Code: The customer agrees to use any provided code (e.g., HTML, JavaScript) as intended, without unauthorized modification. Any provided Sample Code or example code is used at the customer's own risk, as outlined in Section 13. The customer assumes all responsibility for the use and adaptation of such code.
5.5 Security Measures: If Dovetech has implemented technical security measures, the customer shall not circumvent or remove them. The customer is expected to cooperate with any security protocols and updates provided by Dovetech.
5.6 Data Responsibility: The customer is responsible for securing their own data by taking appropriate measures, such as regularly backing up data, and ensuring that their use of Dovetech Services does not compromise the security of their or others' data. The customer must also ensure that their data handling practices comply with the UK GDPR.
5.7 Compliance with Instructions: The customer must follow Dovetech's instructions regarding data transmission, telecommunications protocols, and other technical requirements to ensure the proper functioning and security of the services.
5.8 Defect Notification: The customer must notify Dovetech immediately of any apparent defects in the services. Prompt notification is required to ensure that the issue is addressed within a reasonable timeframe. Timely dispatch of such notification suffices to meet the deadline.
5.9 Accuracy of Information: The customer warrants that all information provided during the conclusion of the contract, including for subscription sign-up, custom offerings, and Top-Up Credits, is accurate and up to date. The customer is responsible for any damages resulting from providing false or outdated information and must update their data as needed. Dovetech may suspend services if the customer breaches this obligation.
5.10 Use of Top-Up Credits: The customer is responsible for managing and using any purchased Top-Up Credits within the designated billing period. Unused credits will expire at the end of the billing period and will not roll over. The customer must be aware that cancellation or non-payment of their subscription will result in the immediate expiration of any unused credits, as detailed in Section 6.
5.11 Resale and Customer-Built Products: If the customer develops or resells products or services built upon Dovetech, they must do so in accordance with these Terms and Conditions. Dovetech is not liable for any claims, disputes, or issues arising from the resale or use of such customer-built products, as detailed in Section 12.
6. Fees, Payment, and Top-Up Credits
6.1 Subscription Fees: The fees for Dovetech Services that the customer makes use of are set out in the applicable Order Form and/or Dovetailed Technology Ltd ("Dovetech")'s current price lists, and are subject to the limitations and conditions outlined in the Usage Guidelines Policy. All fees are in GBP unless another currency is expressly agreed. Fees and charges payable by the customer are inclusive of applicable taxes, including VAT. If the customer is legally entitled to a tax exemption, they must provide valid exemption certificates to Dovetech. If withholding is required by law, the customer must pay Dovetech any additional amounts necessary to ensure full payment. Payments made via the online payment system (e.g., Stripe) are processed in real-time, and the contract begins at that moment. Invoices will be sent in advance or in accordance with the relevant Order.
6.2 Subscription Credits: Customers purchasing a subscription to Dovetech Services receive a set amount of credits as part of their subscription. These credits can be used within the designated billing period as per the terms of the subscription plan.
6.3 Credit Rollover: Unused credits do not carry over to the next billing period. Any credits that remain unused by the end of the billing period will be forfeited.
6.4 Additional Credits: Customers have the option to purchase additional credits ("Top-Up Credits") to supplement their subscription services. These Top-Up Credits must be used within the same billing period in which they were purchased. Unused Top-Up Credits will not carry over to subsequent billing periods and will be forfeited at the end of the billing period.
6.5 Effect of Subscription Cancellation or Non-Payment: If the customer cancels their subscription or fails to make the required payment, any remaining credits (both subscription and Top-Up Credits) will be forfeited. If the subscription is reinstated or payment is made after the cancellation or non-payment, the customer will need to purchase new credits as any previously accumulated credits will have been lost.
6.6 No Refunds or Extensions: Credits, whether part of the subscription or purchased as Top-Up Credits, are non-refundable. Customers are encouraged to use their credits within the designated periods, keeping in mind the rollover provisions.
6.7 Disputes on Invoices: Any complaints relating to an invoice must be submitted to Dovetech in writing or by email within four (4) weeks upon receipt of the invoice. If no such complaint is made within four (4) weeks, the invoice is deemed to be accepted.
7. Grant of Rights, Ownership, and Third-Party Rights
7.1 Upon conclusion of the agreement, Dovetech grants the customer a simple, non-exclusive, non-transferable, non-sublicensable right to use Dovetech Services during the term of the agreement as necessary. The right of use expires upon contract termination.
7.2 Dovetech retains all intellectual property rights to the software, services, and other materials provided under this contract, including source codes, databases, and documentation.
7.3 The customer agrees not to violate any laws or third-party rights while using Dovetech Services and indemnifies Dovetech against any third-party claims resulting from such violations.
7.4 Dovetech is entitled to refer to the collaboration with the customer and display the customer’s logo for promotional purposes.
8. Liability and Limitation of Liability
8.1 Scope of Liability: References to liability within this Clause 8 encompass all forms of liability arising from or connected to the Contract, including those stemming from contract breaches, torts (including negligence), misrepresentation, restitution, or any other basis.
8.2 Liability for Improper Use: Dovetech shall not be held liable for any damages that result from the use of Dovetech Services in ways other than their intended purpose. This exclusion also applies to damages resulting from non-compliance with Dovetech's guidelines, instructions, or any unauthorized use.
8.3 Circumstances Beyond Control: Dovetech is not liable for any disruptions, interruptions, or limitations of the Dovetech Services that are caused by factors beyond Dovetech's reasonable control.
8.4 Payment Obligations: Nothing in this Clause 8 affects the Customer's obligation to fulfill payment requirements under the Contract.
8.5 Exclusion for Deliberate Misconduct: Neither party may invoke the limitations and exclusions in this Clause for any liability arising from their own deliberate misconduct.
8.6 Liabilities That Cannot Be Limited: This Contract does not limit liability in circumstances where such limitation is unlawful, including but not limited to:
a) Liability for death or personal injury caused by negligence;
b) Liability for fraud or fraudulent misrepresentation;
c) Breach of the implied terms of title and quiet possession under the Supply of Goods and Services Act 1982;
d) Breach of data protection laws including UK GDPR.
8.7 Overall Liability Cap: Subject to clauses 8.5 and 8.6, Dovetech's total liability to the Customer for all losses or damages shall not exceed the total amount of fees paid by the Customer to Dovetech in the 12 months preceding the event giving rise to the claim. This cap applies per individual incident and in aggregate for all claims arising under the Contract.
8.8 Excluded Losses: Subject to clauses 8.5, 8.2, and 8.6, the following types of loss are entirely excluded under this Clause:
a) Loss of profits;
b) Loss of sales or business opportunities;
c) Loss of contracts or agreements;
d) Loss of anticipated savings;
e) Loss or corruption of software, data, or information;
f) Loss of goodwill or reputation; and
g) Any indirect or consequential loss.
8.9 Exclusion of Implied Terms: Given the specific commitments made by Dovetech regarding the compliance of Dovetech Services with relevant specifications (as detailed in Clause 3), the implied terms set out in sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are excluded from this Contract to the maximum extent permitted by law.
8.10 Claim Notification Requirement: Unless the Customer provides written notice to Dovetech of their intention to make a claim within the specified notice period, Dovetech shall have no liability for the event in question. The notice period begins on the date the Customer became, or should reasonably have become, aware of the event and lasts for six (6) months from that date. The notice must clearly identify the event and provide sufficient detail to substantiate the claim.
8.11 Survival of Clause: This Clause 8 shall continue to apply even after the termination of the Contract.
9. Confidentiality
9.1 Confidentiality Obligation: Both parties shall keep all confidential information disclosed during the cooperation strictly confidential during the term of the agreement and for three (3) years thereafter. The same care used for their own confidential information must be applied, at a minimum.
9.2 Scope of Confidentiality: Confidentiality obligations extend to information related to affiliated companies, partners, contractors, customers, and sales representatives.
9.3 Exceptions to Confidentiality: Confidentiality obligations do not apply to information that is public, required to be disclosed by law, or exempted by written agreement.
9.4 Disclosure Restrictions: Except as required by law or governmental regulation, neither party shall disclose, advertise, or publish the terms and conditions of this agreement without the prior written consent of the other party, except that either party may disclose the terms of this agreement to potential investors, potential acquirers, accountants, attorneys, and parent organisations pursuant to the terms of a non-disclosure or confidentiality agreement.
10. Term and Termination
10.1 Term of the Agreement: The term of the agreement is determined by the subscription or Custom Offer as specified in the Order or order form. Each party has the right to terminate the agreement by providing thirty (30) days' notice prior to the end of the current subscription or billing period. The termination must be made in writing and can be submitted via mail, e-mail, or fax.
10.2 Non-Renewal or Cancellation via Payment Portal: If the customer chooses not to renew their subscription term or cancels their subscription through the payment service portal, this will be considered as termination of the agreement. The customer does not need to provide a separate notice to Dovetailed Technology Ltd ("Dovetech") beyond their actions taken in the payment service portal. The agreement will automatically terminate at the end of the current billing or subscription period following the cancellation.
10.3 Right to Immediate Termination: Both parties retain the right to terminate the agreement with immediate effect for cause. Dovetech may terminate the agreement immediately if the customer:
a) Breaches their obligations under these Terms and Conditions, including but not limited to Sections 5 (Customer’s Rights and Obligations), 6 (Fees, Payment, and Top-Up Credits), 13 (Example Code, Sample Code, and Source Code), or 14 (Customer-Built Products and Reselling);
b) Any breach of the Usage Guidelines Policy;
c) Is in default of payment and fails to settle the outstanding amount within the deadline specified in a warning notice;
d) Publishes illegal, immoral, or inappropriate content through Dovetech Services;
e) Becomes insolvent, is subject to insolvency proceedings, or if insolvency proceedings are dismissed due to lack of assets.
10.4 Effect of Termination: Upon termination of the agreement for any reason, the customer’s access to Dovetech Services will be immediately revoked. The customer is required to delete all copies of any software, code, or materials provided by Dovetech. Any remaining Top-Up Credits will expire immediately, and the customer will not be entitled to a refund for any unused services or credits.
10.5 Outstanding Payments: Termination of the agreement does not release the customer from the obligation to pay any outstanding fees due to Dovetech for services rendered prior to the termination date.
10.6 Suspension of Services: Dovetech reserves the right to suspend the provision of the services covered by this agreement, particularly if the customer is in arrears with any payments for more than nine (9) days or in the event of a possible infringement of Dovetech’s intellectual property rights or a violation of any of the rules for the use of the solution made available under this agreement.
11. Data Protection
11.1 Customer Personal Data: As a general rule, Dovetailed Technology Ltd ("Dovetech") does not seek or require, and the customer shall use commercially reasonable efforts not to provide Dovetech with, access to (or the means to access) Customer Personal Data, other than Personal Data relating to the customer’s personnel that is obtained by Dovetech in the ordinary course of maintaining its business relationship with the customer. If Dovetech is nonetheless granted access to or acquires the means to access Customer Personal Data, then:
a) Notification: Dovetech shall promptly notify the customer that such access has occurred.
b) Return or Secure Disposal: Dovetech shall promptly and securely return or dispose of all such Customer Personal Data in its possession or under its control, and both parties shall cooperate to terminate such access.
c) Information Security Breach: If Dovetech knows or reasonably suspects that an information security breach (defined as any known or reasonably suspected loss, unauthorized acquisition, disclosure, use, or other forms of compromise of Customer Personal Data) has affected Customer Personal Data, Dovetech shall promptly notify the customer and reasonably cooperate with the customer, at the customer’s expense, in any post-breach investigation or remediation efforts.
11.2 Data Processing Agreement: In cases where Dovetech and the customer agree to the processing of Customer Personal Data by Dovetech, such processing will be subject to a Data Processing Agreement (DPA) and Dovetech's data protection policy, which complies with UK GDPR. The DPA outlines the obligations of both parties regarding the processing of Customer Personal Data in compliance with applicable Data Privacy Laws. The Dovetech Data Processing Agreement can be reviewed and accessed here.
11.3 Customer Responsibility: The customer is responsible for ensuring that any data they share with Dovetech, including Customer Personal Data, is in compliance with applicable Data Privacy Laws, including UK GDPR. The customer must ensure that they have obtained all necessary consents and have provided all required notices to data subjects before sharing such data with Dovetech.
11.4 Security Measures: Dovetech shall implement appropriate technical and organisational measures to ensure the security of Customer Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage, in compliance with UK GDPR. These measures will be proportionate to the risks posed by the processing and will be regularly reviewed and updated as necessary.
12. Logo Use and Publicity
12.1 Logo Use: The customer grants Dovetailed Technology Ltd ("Dovetech") a non-exclusive, royalty-free license to use the customer’s name, logo, and trademarks solely during the term of the agreement for the following purposes:
a) Marketing and Promotional Materials: Dovetech may display the customer’s name and logo on its website, in presentations, marketing materials, case studies, and customer lists.
b) Press Releases: With prior written consent from the customer, Dovetech may issue press releases or other public communications that refer to the customer’s use of Dovetech's services.
12.2 Publicity: The customer agrees that Dovetech may refer to the customer as a client in its promotional materials and on its website. This reference may include the use of the customer’s logo and a brief description of the services provided, subject to the customer’s approval, which shall not be unreasonably withheld or delayed.
12.3 Approval Process: Any specific case studies, testimonials, or quotes attributed to the customer that Dovetech wishes to publish must be reviewed and approved by the customer in advance. The customer shall have the right to request revisions to any such materials, which Dovetech shall reasonably accommodate.
12.4 Termination of License: The license to use the customer’s name, logo, and trademarks as granted under this section shall automatically terminate upon the termination or expiration of the agreement. Dovetech shall cease all use of the customer’s name, logo, and trademarks within a reasonable time following the termination of the agreement, except where such use is required by law or is necessary to fulfil obligations that survive termination of the agreement.
12.5 No Endorsement: The use of the customer’s name, logo, and trademarks by Dovetech does not imply any endorsement or affiliation between the customer and Dovetech beyond the scope of the agreed-upon services. Both parties agree not to misrepresent or embellish the relationship between them.
13. Example Code, Sample Code, and Source Code
13.1 Provision of Sample Code (Continued): From time to time, Dovetailed Technology Ltd ("Dovetech") may provide example code, sample code, or source code (collectively, "Sample Code") to customers, including but not limited to code for campaign management or other purposes, as part of Dovetech Services or through related channels (e.g., online portals, documentation, etc.).
13.2 "As-Is" Disclaimer: The Sample Code is provided "as is" and without any warranties or representations of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, or the presence or absence of errors, bugs, or security vulnerabilities.
13.3 Customer Responsibility for Use: The use, adaptation, modification, or integration of any Sample Code is entirely at the customer's own risk. Dovetech does not guarantee that the Sample Code will function correctly or securely when used, adapted, or integrated into the customer's systems, and Dovetech shall not be held liable for any issues, damages, or losses arising from such use, adaptation, or integration.
13.4 No Support Obligation: The customer acknowledges and agrees that Dovetech is not responsible for providing any support, maintenance, or updates for the Sample Code. Additionally, Dovetech shall not be liable for any security breaches, data losses, malfunctions, or any other issues resulting from the use of the Sample Code.
13.5 Testing and Compliance: The customer is solely responsible for conducting their own testing, validation, and security assessments of any Sample Code before use and for ensuring that the integration or adaptation of such Sample Code into their own systems complies with all applicable laws, regulations, and security standards.
13.6 Indemnification: By downloading, using, or adapting the Sample Code, the customer agrees to indemnify, defend, and hold harmless Dovetech from and against any claims, damages, losses, or expenses arising out of or related to the customer's use of the Sample Code.
14. Final Provisions
14.1 Jurisdiction and Governing Law: The place of performance and exclusive jurisdiction for all disputes is London, UK if the customer is a merchant or public law entity. London, UK is also the exclusive jurisdiction if the customer has no general jurisdiction in the UK. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, including compliance with the UK GDPR.
14.2 Modifications to Terms: Modifications to offers or these General Terms and Conditions must be in writing. This also applies to the waiver of the written form requirement.
14.3 Severability: If any provision of these General Terms and Conditions is invalid, the remaining provisions shall remain effective. The invalid provision shall be replaced with a provision that closely reflects the economic purpose of the invalid provision.
14.4 Governing Law: Unless otherwise agreed, the legal relationship between Dovetech and the customer is governed by UK law.
14.5 Data Processing: Dovetech has the right to process data in accordance with applicable data protection laws, including UK GDPR, or to commission third parties within the scope of the contractual purpose.
14.6 No Assignment: Neither party may assign rights arising from this Agreement, in whole or in part, without the prior written consent of the other party, provided that no such consent will be required to assign this Agreement in its entirety to (i) an affiliate that is able to satisfy the obligations of the assignor under this Agreement or (ii) a successor in interest in connection with a merger, acquisition, or sale of all or substantially of the assigning party’s assets. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of, and is enforceable by, the parties and their respective permitted successors and assigns.
14.7 Anti-Corruption Laws: Each party acknowledges that it is aware of, understands, and has complied and will comply with, all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act.
14.8 Force Majeure: Except with respect to payment obligations, neither party will be liable for, or be considered to be in breach of, or in default under, this Agreement, as a result of any cause or condition beyond such party’s reasonable control.
14.9 Non-Solicitation: During the subscription and for a period of twelve (12) months following its expiry or earlier, lawful termination, the customer shall not solicit, nor approach in any way, any of Dovetech's employees or contract staff with a view to:
a) Offering such persons employment;
b) Soliciting services from them on their own account;
c) Encouraging them to provide their services to a third party rather than Dovetech; or
d) Offering to them the opportunity to perform services colourably similar to the support services.
However, the foregoing restriction shall not apply to any employee or former employee that responds (without specific solicitation) to a general solicitation or general circulation, placement agencies, or similar means.
14.10 No Waiver: Any failure of either party to insist upon or enforce performance by the other party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such party’s right to assert or rely upon such provision, right, or remedy in that or any other instance.
14.11 Independent Contractors: The relationship of the parties hereunder shall be that of independent contractors, and nothing herein shall be deemed or construed to create any employment, agency, or fiduciary relationship between the parties. Each party shall be solely responsible for the supervision, direction, control, and payment of its personnel, including, without limitation, for taxes, deductions and withholdings, compensation and benefits, and nothing herein will be deemed to result in either party having an employer-employee relationship with the personnel of the other party.