Orbit Terms and Conditions

DP ONLINE MARKETING LIMITED
TERMS AND CONDITIONS FOR ORBIT, THE WEBSITE ASSISTANT.

1. INTERPRETATION

The definitions and rules of interpretation in this clause apply in these terms and conditions.

1.1 Definitions:

"Allowance" means the number of Conversations included in the Customer's Plan in each calendar month, as set out in appendix 1.

"Assistant" means the automated assistant provided as part of the Services and shown on the Website through the Supplier's code.

"Contract" means the Supplier's proposal and the Customer's acceptance of it under condition 3.

"Conversation" means one Visitor's chat with the Assistant, counted from the Visitor's first message and including every message in that chat. A Visitor who opens the chat window and sends nothing does not create a Conversation.

"Customer" means the person, firm or company who purchases Services from the Supplier.

"Customer Content" means the content of the Website that the Assistant reads, and any answers, instructions, topics to avoid, opening hours, greetings and other information the Customer gives the Supplier or enters in Mission Control for the Assistant to use.

"Customer's Project Manager" means the Customer's manager for the Services appointed in accordance with condition 5.1.1.

"Data Protection Legislation" means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and any law that amends or replaces them, in each case as they apply in the United Kingdom.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Lead" means the name, contact details and message a Visitor leaves through the Assistant, together with the Conversation that goes with it.

"Mission Control" means the Supplier's online client portal and app (currently at mc.dpom.co.uk), and any other online dashboard the Supplier provides for the Services.

"Plan" means the Orbit plan the Customer has ordered (Starter, Business or Pro), as set out in appendix 1.

"Proposal" means the proposal for the Services to be provided by the Supplier to the Customer as more particularly described in condition 3, and includes an order the Customer places online.

"Services" means providing Orbit: an automated assistant shown on the Customer's Website that answers Visitors' questions using the Customer Content, collects the details of Visitors who want to be contacted and sends them to the Customer, with conversation records and settings in Mission Control, more particularly described in appendix 1.

"Supplier" means DP Online Marketing Limited (company number 07767923), The Cottage, Lindpet House, Market Place, Grantham, Lincolnshire, NG31 6LJ.

"Supplier's Project Manager" means the Supplier's manager for the Project, appointed in accordance with condition 4.3.

"Term" means the term of the Contract as set out in clause 10.1.

"VAT" means value added tax chargeable under English law for the time being and any similar additional tax.

"Visitor" means a person who uses the Assistant on the Website.

"Visitor Data" means the personal data in Conversations and Leads, and any other personal data about Visitors that the Supplier processes on the Customer's behalf in providing the Services, as described in appendix 2.

"Website" means the website named in the Customer's order (its domain and the www version of it), on which the Assistant is provided.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Contract.

1.3 A "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a "company" shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 A reference to "writing" or "written" includes faxes and email.

1.9 References to clauses and Schedules are to the clauses and Schedules of this Contract and references to paragraphs are to paragraphs of the relevant Schedule.

2. APPLICATION OF CONDITIONS

2.1 These conditions shall:

2.1.1 apply to and be incorporated in the Contract; and

2.1.2 prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.

2.3 The Customer confirms that it enters into the Contract in the course of its business and not as a consumer, and that the person accepting these conditions on its behalf is authorised to bind it.

3. EFFECT OF PURCHASE ORDER

The Customer's purchase order constitutes an offer by the Customer to purchase the Services specified in it on these conditions; accordingly, the Supplier's proposal sent by electronic means from the Supplier to the Customer, whether signed electronically or not by the Customer, shall establish a contract for the supply and purchase of those Services on these conditions. Where the Customer orders the Services online (including in Mission Control or at an online checkout) by confirming that it accepts these conditions and paying, that order and the Supplier's confirmation of it shall establish the contract on these conditions. The Customer's standard terms and conditions (if any) attached to, enclosed with, or referred to in, the purchase order shall not govern the Contract.

4. SUPPLIER'S OBLIGATIONS

4.1 The Supplier shall use reasonable endeavours to manage and complete the Services in accordance in all material respects with the Proposal.

4.2 Any dates agreed between the Supplier and the Customer shall be estimates only and time shall not be of the essence of the Contract.

4.3 The Supplier shall appoint the Supplier's Project Manager who shall have authority to contractually bind the Supplier on all matters relating to the Project. The Supplier shall use reasonable endeavours to ensure that the same person acts as Supplier's Project Manager throughout the Project, but may replace him from time to time where reasonably necessary in the interests of the Supplier's business.

4.4 Communication: Support for the Services is provided by email and by support ticket in Mission Control during UK business hours, and by any other method stated in the Proposal. Where "fair usage" is stated, the supplier recognises that Customers will from time to time have queries and a 'reasonable' level of communication is accepted. The Supplier will deem what levels of communication fall under "fair usage" and reserves the right to quote the Customer for additional fees should they require levels of communication deemed outside the scope of the proposal by the Supplier. An example of this would be repeated training sessions, or set-up work beyond the standard set-up described in appendix 1.

4.5 Scope of Monthly Service Provision, Monthly Service Coverage: The monthly fee covers access to, and the operation of, the Services for the Customer's Plan during each billing month, including the standard set-up, support and the features of that Plan described in appendix 1.

4.5.1 Non-Daily/Weekly Specific Work: The Services run automatically. The monthly fee does not imply or require any particular amount of manual work by the Supplier's staff on any day, week or month.

4.5.2 Public Holidays and Company Closures: The Services continue to run on public holidays and during any scheduled company closures (such as the Christmas period). Support resumes on the next working day. These closures do not constitute grounds for prorated fees or refunds.

4.6 Set-up and timing: The Supplier will begin set-up once the Contract is formed and the first payment has cleared. The Assistant reads the Website once the Supplier's code is on it, and goes live on the Website once it has done so. Set-up and ongoing delivery depend on the Customer placing and keeping the Supplier's code on the Website, on the Website being reachable by the Supplier's reader, and on the Customer providing any information it wants the Assistant to use, none of which are within the Supplier's control. Any timeframe, milestone, "day one", "first week" or "first 90 days" description given on the Supplier's website, in marketing material, in the Proposal or in correspondence is illustrative only and is not a term of this Contract. A delay in set-up or delivery is not a breach of this Contract and does not entitle the Customer to any refund, credit, set-off, withholding of payment or damages. Time is not of the essence (clause 4.2).

4.7 What the Assistant is, and is not: The Customer acknowledges that:

4.7.1 the Assistant answers Visitors' questions using only the Customer Content. It does not search the wider internet, and it has no access to the Customer's other systems, diaries, stock or prices unless they are written in the Customer Content;

4.7.2 the Assistant is automated. Its answers are generated by software from the Customer Content and can be wrong, incomplete, out of date or worded in a way the Customer would not have chosen, including where the Customer Content is itself wrong, unclear or out of date, or the Website has changed since it was last read. The Assistant is designed to say when it does not have an answer and to offer to pass the question to the Customer, and the Supplier applies safeguards designed to stop it stating prices, availability, guarantees or commitments that are not in the Customer Content, but the Supplier does not warrant that every answer will be accurate or that the safeguards will catch every case;

4.7.3 the Assistant is not a substitute for the Customer's own staff or for professional advice of any kind (including legal, financial, medical, safety or technical advice). It does not take payments, make bookings or enter into any agreement on the Customer's behalf;

4.7.4 the Assistant tells Visitors that it is an automated assistant and that its answers come from the Website. The Customer shall not present the Assistant as a person;

4.7.5 the Assistant answers questions about the Customer's business only and politely declines unrelated requests. The Supplier sets limits on the length of a message, the number of messages in a Conversation and the rate at which a Visitor can send messages, so that the Assistant keeps working properly; and

4.7.6 the Supplier's reader reads the Website up to the page limit of the Customer's Plan, follows the Website's robots.txt instructions, and re-reads the Website on the schedule in appendix 1. The Customer can ask for a re-read at any time in Mission Control. Pages the reader cannot reach (for example pages behind a login, or blocked by robots.txt or a firewall) are not read.

4.8 Leads

4.8.1 When a Visitor leaves their details, the Supplier sends the Lead by email to the addresses the Customer sets in Mission Control (or, if none are set, to the email address on the Customer's account) and shows it in Mission Control.

4.8.2 Email delivery depends on systems outside the Supplier's control, including the Customer's own mailbox and spam filtering. The Supplier is not responsible for a Lead that is not received, or is received late, for those reasons or because the addresses the Customer gave are wrong. Every Lead is recorded in Mission Control, and the Customer should check it regularly.

4.8.3 The Customer is solely responsible for contacting Visitors who leave their details, and for what it says to or agrees with them. The Assistant may tell a Visitor that the Customer will get back to them, but it does not promise when.

5. CUSTOMER'S OBLIGATIONS

5.1 The Customer shall:

5.1.1 co-operate with the Supplier in all matters relating to the Services and appoint the Customer's Project Manager, who shall have the authority to contractually bind the Customer on matters relating to the Services; and

5.1.2 provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects.

5.2 The Customer shall place the Supplier's code on every page of the Website on which it wants the Assistant to appear, keep it there for the Term, and not block the Supplier's reader (which identifies itself as DPOM-Orbit) from reading the Website.

5.3 The Customer is responsible for the accuracy, lawfulness and currency of the Customer Content; for checking the answers the Assistant gives, which are shown in Mission Control; and for correcting the Customer Content, adding answers or adding topics to avoid where an answer is wrong or unsuitable.

5.4 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall in all circumstances be liable to pay to the Supplier on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

5.5 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of six months after the completion of the Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier.

5.6 Any consent given by the Supplier in accordance with condition 5.5 shall be subject to the Customer paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier's employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or sub-contractor.

5.7 In the case of a complaint or dispute, the customer shall provide the supplier notification of any such dispute in writing and provide a 31 day period to the supplier to respond. During this period, the customer shall make any and all due payments and the supplier will continue to provide services as detailed within the proposal/contract terms. If the client cancels their direct debit mandate, (or debit/credit card authorisation), removes the Supplier's code from the Website or removes the Supplier's access to the Website, the supplier will not respond to any complaint or dispute until the client is within terms.

5.7.1 Resolution first: The Customer acknowledges that the Services are delivered by people and technology, and that occasional mistakes, delays and misunderstandings are a normal part of any working relationship. The Customer agrees that before taking any of the steps in clause 5.7.2 it will (a) raise the concern with the Supplier in writing through the Supplier's complaints form at dpom.co.uk/complaints, giving enough detail for the Supplier to investigate (a concern raised any other way, including by email, by phone or with an account manager, will be answered with a request to use the form, and the period in (b) starts when the form is submitted); and (b) allow the Supplier the 31 day period in clause 5.7 to investigate and, where the concern is upheld, put the matter right. The Supplier will acknowledge every complaint in writing and will provide a substantive written response within that period.

5.7.2 Escalation: Until the period in clause 5.7.1 has ended the Customer agrees not to (a) publish, or cause or permit to be published, any review, rating, post, comment or other statement about the Supplier, its staff or the Services on any review platform, social media, forum, website or other public channel; (b) instruct a chargeback, payment reversal or dispute with its bank or card issuer in respect of any sum paid to the Supplier; or (c) commence or threaten legal proceedings against the Supplier. Nothing in this clause prevents the Customer from making a report to a regulator or from making any statement required by law.

5.7.3 Public statements: Whether during or after the Term, any public statement the Customer makes about the Supplier, its staff or the Services shall be truthful, accurate and not misleading, shall not disclose the Supplier's confidential information (including pricing, proposals, reports, internal correspondence and account data belonging to the Supplier), and shall not include personal abuse of, or personal data relating to, individual members of the Supplier's staff.

5.7.4 Remedies: If the Customer breaches clause 5.7.2 or 5.7.3 the Supplier may (a) treat the breach as a material breach for the purposes of clause 10.2.2; (b) publish a factual response to any public statement, including reference to the complaint history and the terms of this Contract, and the Customer consents to that disclosure to the extent necessary for the Supplier to respond; and (c) recover from the Customer its reasonable costs of responding to the statement and, where appropriate, of seeking its correction or removal.

5.8 The client assumes all liability for any changes made by the Supplier to the Clients website, including adding, updating or removing the Supplier's code. Any changes to the clients website are done so on the understanding the client has functioning back ups of the site that can be quickly restored by the Client should any issue occur. The Supplier accepts no liability whatsoever from any loss or damages caused to the Clients website for any reason.

5.9 The client assumes all liability for any suspension, unavailability or loss of its Website or hosting. Should the Website be unavailable or suspended, the suppliers fee will continue to be charged unless the client cancels as detailed within this contract.

5.10 Acceptable use

5.10.1 The Customer warrants that it owns or has permission to use all the Customer Content, that the Customer Content is lawful, accurate and not misleading, and that the Website and the Customer's business are lawful.

5.10.2 The Customer shall not use, or allow anyone to use, the Services: (a) on any website other than the Website; (b) for any unlawful, fraudulent, misleading, defamatory, discriminatory or harmful purpose; (c) on a website offering adult content, illegal goods or services, or any product or service that the law does not allow to be promoted or advised on in the way the Assistant would; (d) to give regulated advice (for example financial, legal or medical advice) through the Assistant; (e) to try to extract the Assistant's instructions, overload it, or test or get round its safeguards; or (f) to resell the Services or provide them to anyone else.

5.10.3 The Supplier may refuse, edit or remove any Customer Content or instruction, add topics to avoid, limit what the Assistant answers, or suspend the Assistant on the Website, at any time and without liability, where it reasonably believes that the Customer Content, an instruction or the use of the Services is unlawful, harmful or misleading, infringes anyone's rights, breaches this clause 5.10, or could damage the Supplier or its other customers. Where practical the Supplier will tell the Customer first. Fees continue during any suspension under this clause, and a breach of this clause 5.10 is a material breach for the purposes of clause 10.2.2.

6. CHARGES AND PAYMENT

6.1 Prices for the provision of the Services are the monthly fee for the Customer's Plan, as set out in appendix 1 and shown when the Customer orders, together with any charge for extra Conversations under clause 6.10. There is no set-up fee.

6.2 The pricing model applicable to each Contract will be specified in the Supplier's proposal (or the order the Customer places online), which will form the terms for this Contract. The full details of the pricing models are set out in appendix 1.

6.2.1 The Contract is for a minimum term of one month which 'rolls over' monthly automatically where the Customer will make monthly payments unless 31 days notice to cancel is provided. In short, invoices and payments will continue to be due monthly unless 31 days notice to cancel is provided. Any invoices that fall due within (including on the last day of) the notice period are payable and in this event, the Services will be provided for the period that invoice covers, unless the Supplier's code is removed from the Website or the Customer asks the Supplier to stop them sooner.

6.3 For payment of the prices by the Customer to the Supplier the Customer must pay the Supplier via recurring credit/debit card (or, where the Supplier agrees, through the Customer's existing Direct Debit or card arrangement with the Supplier) and the Customer shall not cancel its Direct Debit Mandate (or credit/debit card authorisation) for payment until both the term is completed and all payments due to the Supplier from the Customer have been made in full. The customer authorises the Supplier to debit their credit/debit card or bank account for any and all due payments as part of the contract, including any charge for extra Conversations under clause 6.10. Where the Customer orders in Mission Control, payment is taken as set out in clause 6.3.3.

6.3.1 Should the Customer cancel their Direct Debit Mandate (or debit/credit card authorisation) without first providing an alternative payment source, an administration charge equal to 2 x monthly payments will be charged in addition to any outstanding amounts.

6.3.2 The Customer shall not withhold any payments to the supplier for any reason.

6.3.3 Where the Customer already pays the Supplier by card under an existing subscription, a Plan or anything else under these conditions ordered later is added to that subscription: the price for the rest of the current billing period is charged straight away, pro rata, when the order is made, and the full monthly price is charged on the Customer's normal billing date after that. Where there is no such subscription, the first payment is taken when the Customer orders and later payments fall due on the same date each month. No part-month credit is made when the Services, a Plan or anything added to them ends.

6.4 Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to pay the Supplier on the due date the Supplier may:

6.4.1 charge interest (and/or late fees) on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and

6.4.2 suspend all Services until payment has been made in full.

6.5 Time for payment shall be of the essence of the Contract.

6.6 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

6.7 We require payment to terms. Payment must be made on time, in full, and without any deduction, set off or counterclaim. In the event that an account is outstanding, we may refer the matter to our debt collection agents which will incur costs of 15% + vat. Any costs incurred to collect the debt will be added to the debt, plus VAT at the prevailing rate. You agree that you will be legally liable to pay us that surcharge in addition to any late fees, and that payment of the same can be enforced against you in court. You also agree to pay interest at the relevant reference rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments, which interest is payable both after and before any judgment of the court and continues to accrue.

6.8 OVERDUE ACCOUNTS

6.8.1 If payment of invoices is not made when due, we reserve the right to charge late payment fees on overdue amounts, these fees are calculated at the following banded rates. These fees will accrue daily from the due date until payment is made:

For invoices up to £500 ex VAT: £5.28 per day
For invoices from £501 up to £1,000 ex VAT: £12.22 per day
For invoices from £1,001 up to £10,000 ex VAT: £32.80 per day
For invoices above £10,001 ex VAT: 5% per day

6.8.2 If payment of invoices is not made when due, we reserve the right to terminate or suspend performance of the services provided under this contract, at our absolute discretion. This includes suspension and locking of all supplier accounts within our control until full payment is made and an on-going payment plan is agreed. If the payment plan is not adhered to, then we reserve the right to terminate your account(s). We will also undertake legal proceedings to recover any outstanding debts.

6.8.2.1 Immediate Suspension for Non-Payment: Upon a failed payment or non-payment by the Customer on the due date, DP Online Marketing Ltd will immediately suspend all services. This suspension will be effective until the outstanding payment is received in full.

6.8.2.2 Service Provision Upon Late Payment Within Billing Period: If the overdue payment is made within the same billing period, DP Online Marketing Ltd will resume services for the remainder of that billing period. However, the Customer acknowledges that they will forfeit the period of service from the due date of the payment to the date of payment receipt.

6.8.2.3 Forfeiture of Services Post Billing Period: In the event that the payment is not made within the current billing period, no services will be provided for the subsequent billing period. The outstanding payment for the initial billing period will still be due, and the Customer shall forfeit all services that would have been provided during that time.

6.8.2.4 Reactivation of Services: Should the Customer resolve the payment within the billing period, services will be resumed for the remaining time of that period. The Customer understands that resuming services may not be instantaneous and may require administrative processing.

6.8.3 We reserve the right to retain all work, materials, account login details, intellectual property and any other items in our possession relating to any matter until all invoices are paid in full.

6.8.4 Any queries in respect of an invoice must be raised within 7 days of the date of the invoice. After this date it will be deemed that the invoice has been accepted by the client.

6.8.5 The client agrees not to chargeback any payments for any reason ever.

6.8.6 Chargebacks - in the event of a fraudulent chargeback, as defined by the 2006 Fraud Act which states it is a crime to wrongfully charge back a payment, (i.e. a chargeback to recover fees previously charged under the terms of this contract) an initial administration fee of £1000 will be applied to the suppliers account for each charged-back invoice. Additionally, late fees will be added and back dated to the date of invoice and accrue daily until full payment is received (as per overdue late fees table above).

6.9 Refund Policy - Once DP Online Marketing Ltd initiates a service, encompassing labour exerted towards your account, creative elements, and other related aspects, it is important to note that refunds will not be issued under any circumstance.

6.9.1 Assumption of Risk by Client - All services are availed entirely at the client's risk. DP Online Marketing Ltd explicitly states that there shall be no guarantees, refunds, exchanges, or credits offered.

6.9.2 Declaration of Non-Liability - DP Online Marketing Ltd shall not, under any circumstance, be held responsible or liable for any monetary investments or losses incurred by the client.

6.9.3 Third-Party Services - The Services rely on services provided by third parties, including website hosting, telephone and internet networks and software providers. DP Online Marketing Ltd has no control over those third parties, and no refund, credit or reduction is given for their charges, failures, decisions or changes.

6.9.4 Our Stance on Business, Advertising, and Marketing - DP Online Marketing Ltd holds the view that business, advertising, and marketing endeavours inherently involve a degree of risk. Efforts and resources are invested with the hope of realising gains, profits, or desired outcomes, but it must be acknowledged that failure is also a possible outcome.

6.9.5 Advisement on Responsible Investment - Clients are strongly advised not to allocate any amount of funds towards Orbit if they are not in a financial position to absorb a total loss of this investment with no return, results, revenue, or profit.

6.9.6 Disclaimer of Assured Outcomes or Expected Results - DP Online Marketing Ltd explicitly declares that we do not offer any guarantees or assurances in terms of results or outcomes. It is beyond the scope and ability of digital marketing professionals and agencies to provide such guarantees.

6.9.7 Performance is not a ground for claim - The Customer acknowledges that (a) results depend on factors outside the Supplier's control, including the Customer's offer, pricing, Website, the Customer Content, reputation, speed and quality of follow-up of Leads, competition, seasonality and the number of people who visit the Website; (b) the Supplier does not warrant any number of Conversations, Leads, enquiries, sales or revenue, and any figures quoted by the Supplier are estimates or examples only; (c) an answer given by the Assistant, including an answer that is wrong because the Customer Content is wrong, incomplete or out of date, is not a breach of this Contract; (d) performance, whether measured against the Customer's expectations, another product or service, or any figure in the Supplier's marketing, is not a breach of this Contract and does not entitle the Customer to any refund, credit, set-off, withholding of payment or damages; and (e) the Customer's sole remedy for dissatisfaction with results is to end the Contract in accordance with clause 10.

6.9.8 Set-up fees - Any set-up fee is payable in advance and is not refundable once work on set-up has started, including where the Contract ends during or after set-up for any reason.

6.10 Allowance and extra Conversations

6.10.1 The Allowance applies to each calendar month (UK time). Unused Conversations do not carry over to the next month.

6.10.2 When the Allowance for a month has been used, the Assistant keeps answering. Each further Conversation in that month is an extra Conversation, charged at 8p (ex VAT) each.

6.10.3 The Supplier will tell the Customer by email when it has used 80% and when it has used 100% of the Allowance in a month. Extra Conversations are charged only for a month in which the Supplier has sent the 100% email. They are invoiced after the end of that month, on the Customer's next invoice or on a separate invoice, and are payable under clause 6.3.

6.10.4 If the Customer uses extra Conversations in two months running, the Supplier may suggest a higher Plan. A change of Plan is made only at the Customer's request under clause 6.12.

6.10.5 To protect the Services, the Supplier applies daily safety limits to each Website and may limit, filter or block traffic it reasonably believes is automated, abusive or not genuine. When a daily safety limit is reached, the Assistant stops answering for the rest of that day (UK time) and offers Visitors the details form instead, so a Visitor can still leave a Lead. Conversations the Supplier identifies as automated or abusive traffic are not charged as extra Conversations.

6.11 Price changes: The Supplier may change its prices, including the price of the Customer's Plan and any charge for extra usage, by giving the Customer at least 31 days written notice before the first invoice to which the new price applies.

6.12 Changing Plan: The Customer may change its Plan as follows:

6.12.1 To move to a higher Plan, the Customer may ask at any time in Mission Control or by email to accounts@dpom.co.uk. The difference in price for the rest of the current billing period is charged straight away, pro rata, when the change is made, and the higher Plan's full price applies from the Customer's next billing date. No part-month credit is made on any change of Plan.

6.12.2 To move to a lower Plan, the Customer must ask in writing by email to accounts@dpom.co.uk. The lower price applies from the first invoice that falls due after 31 days notice of the request. Until then the current Plan and price continue.

7. INTELLECTUAL PROPERTY RIGHTS

Subject to clauses 7.2 and 7.3, all Intellectual Property Rights shall be owned by the Supplier. The Supplier hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Services as is envisaged by the parties. If the Supplier terminates the Contract under condition 10.1, this licence will automatically terminate.

7.1 The Services, Mission Control, the Supplier's code and the software, models, methods and know-how the Supplier uses to provide them remain the property of the Supplier and its licensors. The Customer may use them only during the Term and only for the purposes of the Services.

7.2 The Customer keeps ownership of the Customer Content and grants the Supplier a non-exclusive, royalty-free licence to copy, store and use it during the Term, and afterwards for the retention period in appendix 2, to provide the Services.

7.3 As between the parties, Conversations and Leads belong to the Customer. The Customer can export them from Mission Control at any time during the Term.

8. CONFIDENTIALITY AND SUPPLIER'S PROPERTY

8.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier's business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer's obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.

8.2 All materials, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier's written instructions or authorisation.

8.3 This condition 8 shall survive termination of the Contract, however arising.

8.4 The Supplier shall keep confidential the information the Customer gives it for the Services and the personal data it processes for the Customer, and shall use them only as set out in these conditions.

8.5 The Customer shall keep its login details for Mission Control (and for any other dashboard for the Services) secure, and is responsible for anything done using them.

9. LIMITATION OF LIABILITY

9.1 The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

9.1.1 any breach of the Contract howsoever arising;

9.1.2 any use made by the Customer of the Services, or any part of them; and

9.1.3 any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.

9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.3 Nothing in these conditions excludes the liability of the Supplier:

9.3.1 for death or personal injury caused by the Supplier's negligence; or

9.3.2 for fraud or fraudulent misrepresentation.

9.4 Subject to condition 9.2 and condition 9.3:

9.4.1 the Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

9.4.2 the Supplier's total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services in the 12 months before the event giving rise to the claim.

9.4.3 Answers given by the Assistant: the Supplier shall not be liable for any loss arising from an answer given by the Assistant, or from a Visitor's reliance on it, where the answer reflects the Customer Content or where the Customer could have corrected it through Mission Control.

9.4.4 Leads: the Supplier shall not be liable for any loss arising from a Lead that is not received, is received late or is not acted on.

9.5 Indemnity: The Customer shall indemnify the Supplier against any claim by a Visitor or any other third party arising from the Customer Content, the Customer's handling of a Lead, or the Customer's breach of clause 5.10 or clause 22.

10. TERMINATION

10.1 The term of the Contract ("Term") shall be for the minimum period set out in the Proposal (one month unless the Proposal states otherwise). If there is no minimum period set out in the Proposal the Contract shall continue until terminated by either party giving 31-days notice to the other and in these circumstances Term shall mean the period from the date the Contract commences until the effective date of cancellation.

10.1.1 Cancellation requires two steps, and both must be completed: (a) written notice by email to cancellations@dpom.co.uk, sent from the email address registered to your account; and (b) the cancellation request form, which is sent to you by return in reply to that email, must be completed and submitted. Your cancellation is not valid, and the 31 days notice period does not start, until the completed form has been received. If the form link expires before you complete it, email cancellations@dpom.co.uk again and a new link will be sent. (If an invoice falls on the 31st day, the invoice remains payable). If notice is not received at this email address, or the cancellation request form is not completed, or any overdue/final payments are not paid by the contract end date, billing will continue.

10.1.2 None of the following constitutes a cancellation of services, and billing will continue until both steps in 10.1.1 are complete: cancelling a direct debit mandate or debit/credit card authorisation, or cancelling a payment or subscription through a card issuer, payment processor or billing portal; removing the Supplier's code from the Website, or switching the Assistant off or pausing it in Mission Control; asking us to pause or stop work; emailing cancellations@dpom.co.uk without completing the cancellation request form; or telling your account manager or any other member of staff, by email, phone or any other means.

10.1.3 Termination with Immediate Effect: You may elect to terminate this Agreement early by providing written notice to us, expressly instructing us not to provide the Services during the notice period, and/or removing the Supplier's code from the Website, or by requesting us to terminate the Agreement with "immediate effect." In such a case, any final payment corresponding to the remaining notice period shall become due and payable immediately upon your instruction or request. The payment will be processed using your current payment method on file with us. Upon receipt of the final payment, no further work or services shall be provided by us under this Agreement and your account will be closed immediately - as requested.

10.2 Without prejudice to any other rights or remedies to which the parties may be entitled, the Supplier may terminate the Contract without liability to the Customer if:

10.2.1 the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment;

10.2.2 the Customer commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

10.2.3 the Customer repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;

10.2.4 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

10.2.5 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

10.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

10.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer;

10.2.8 the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;

10.2.9 a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;

10.2.10 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer's assets and such attachment or process is not discharged within 14 days;

10.2.11 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 10.2.4 to condition 10.2.10 (inclusive);

10.2.12 there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).

10.3 The Customer may terminate the Contract upon giving 31 days written notice to the Supplier by emailing cancellations@dpom.co.uk and then completing the cancellation request form, as set out in clause 10.1.1.

10.4 In all circumstances, the Customer will continue to be charged until cancellation has been emailed to cancellations@dpom.co.uk and the cancellation request form has been completed.

10.5 If the customer exercises its right to terminate prior to the end of the term in accordance with clause 10.3, the Customer will remain liable to pay the Supplier the Price for the Services for the remainder of the Term.

10.6 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.

10.7 Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.8 Withdrawal of the Services: The Supplier may end the Contract by giving the Customer at least 31 days written notice if it stops providing the Services to its customers generally. No charge is made for any period after the Contract ends under this clause.

10.9 What happens when the Contract ends: (a) the Assistant stops appearing on the Website (the Supplier's code may stay on the Website without effect, and the Customer should remove it); (b) the Customer may export its Conversations and Leads from Mission Control up to the last day of the Contract; and (c) the Supplier deletes the Visitor Data within 30 days after the last day of the Contract, as set out in appendix 2, unless the law requires it to keep it.

11. FORCE MAJEURE

The Supplier shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

12. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13. RIGHTS AND REMEDIES

The rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

14. SEVERANCE

14.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.

14.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15. ENTIRE AGREEMENT

15.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions.

15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

16. ASSIGNMENT

16.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

16.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

17. NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18. THIRD PARTY RIGHTS

No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.

19. NOTICES

19.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing and shall be:

19.1.1 delivered by email or post

19.2 Any notice or communication shall be deemed to have been received:

19.2.1 if sent by email, at the time of transmission, or, if that time falls outside 9.00am to 5.00pm on a working day, at 9.00am on the next working day; and

19.2.2 if sent by pre-paid first class post or recorded delivery, at 9.00am on the second working day after posting.

19.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include email.

19.4 By signing or accepting this contract you agree and understand that all phone calls are recorded and can be used for the purposes of record keeping and be produce to any relevant authority should it be deemed necessary.

19.5 By signing or accepting this contract you agree to be included on our own internal email marketing lists however, you can unsubscribe at any time by notifying us.

20. GOVERNING LAW

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

21. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

22. DATA PROTECTION

22.1 In this clause "controller", "processor", "data subject", "personal data", "personal data breach" and "processing" have the meanings given in the Data Protection Legislation. Each party shall comply with the Data Protection Legislation.

22.2 Roles: For Visitor Data (described in appendix 2), the Customer is the controller and the Supplier is the processor. For personal data about the Customer and its staff that the Supplier uses to manage the Customer's account, billing and relationship, the Supplier is the controller, as described in its privacy policy at dpom.co.uk/privacy-policy.

22.3 The Customer's responsibilities: The Customer shall: (a) have a lawful basis for the processing of Visitor Data it asks the Supplier to carry out; (b) tell Visitors, in its own privacy notice, that the Website has an automated assistant, that their messages and any details they leave are stored and passed to the Customer, and that a service provider processes them on its behalf; (c) obtain any consent the Data Protection Legislation requires, including under the Privacy and Electronic Communications Regulations 2003 for anything the Services place on, or read from, a person's device; (d) ensure its instructions to the Supplier are lawful; and (e) not use the Services to collect special category data or criminal offence data, other than where a data subject volunteers it.

22.4 The Supplier's responsibilities: The Supplier shall:

22.4.1 process Visitor Data only on the Customer's documented instructions, which are these conditions, the settings the Customer chooses in Mission Control and any other instruction agreed in writing, unless the law requires otherwise (in which case the Supplier will tell the Customer before processing, unless the law prohibits it);

22.4.2 tell the Customer promptly if, in its opinion, an instruction breaches the Data Protection Legislation;

22.4.3 ensure that everyone it authorises to process Visitor Data is under a duty of confidentiality;

22.4.4 take appropriate technical and organisational measures to protect Visitor Data, including encryption in transit, access controls and secure backups;

22.4.5 taking into account the nature of the processing, help the Customer respond to requests from data subjects to exercise their rights, and help the Customer meet its obligations on security, personal data breaches, data protection impact assessments and consultation with the regulator, at the Customer's reasonable cost where the help goes beyond what the Services' own tools allow;

22.4.6 notify the Customer without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting Visitor Data, with the information it has about it;

22.4.7 delete Visitor Data as set out in appendix 2 and clause 10.9, unless the law requires the Supplier to keep it; and

22.4.8 make available to the Customer the information reasonably needed to show that it meets this clause 22, by answering a written questionnaire no more than once in any 12 months, and allow an inspection only where a regulator requires it or after a personal data breach affecting Visitor Data, on at least 31 days written notice, during business hours and at the Customer's cost.

22.5 Sub-processors: The Customer gives its general authorisation for the Supplier to use sub-processors of the kinds listed in appendix 2. The Supplier shall impose data protection terms on each sub-processor that protect Visitor Data to the standard required by the Data Protection Legislation, and shall remain liable to the Customer for each sub-processor's performance of those terms. The current list of sub-processors is available on request from privacy@dpom.co.uk. The Supplier shall tell the Customer by email at least 31 days before adding or replacing a sub-processor. If the Customer objects on reasonable data protection grounds within that period and the parties cannot resolve the objection, the Customer may end the Contract under clause 10.1.1.

22.6 Transfers outside the UK: The Supplier shall not transfer Visitor Data outside the United Kingdom unless the transfer is covered by UK adequacy regulations (including the UK Extension to the EU-US Data Privacy Framework, where the recipient is certified), the International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or another safeguard the Data Protection Legislation allows.

22.7 No other use: The Supplier shall not sell Visitor Data, and shall not use it for its own purposes, except (a) to provide, secure, support and improve the operation of the Services for the Customer; and (b) to produce statistics that do not identify any individual or the Customer. The Supplier does not use Visitor Data to train artificial intelligence models, and its sub-processors are not permitted to use it for that purpose.

22.8 Liability: Each party's liability under this clause 22 is subject to clause 9. The Customer shall indemnify the Supplier against any claim, fine or cost arising from the Customer's breach of clause 22.3.

23. AVAILABILITY AND CHANGES TO THE SERVICES

23.1 The Supplier will use reasonable endeavours to keep the Services available, but does not guarantee that they will be uninterrupted, error-free or available at any particular time. The Services depend on the Website, the Customer's hosting, internet networks and third-party software providers, none of which are within the Supplier's control.

23.2 The Supplier may carry out maintenance and updates, which may interrupt the Services. It will try to keep interruptions short and, where practical, outside UK business hours.

23.3 The Supplier may change, update or replace the technology, software, providers, models, features, design and dashboards it uses to provide the Services at any time, provided the change does not materially reduce the core features of the Customer's Plan described in appendix 1. Where a change would materially reduce them, the Supplier will give the Customer at least 31 days written notice, and the Customer may end the Contract under clause 10.1.1.

23.4 New or trial features may be provided as they are, and may be changed or withdrawn at any time.

23.5 The Supplier may suspend all or part of the Services immediately, without liability, where it reasonably believes this is needed to protect the Services, the Customer, other customers, Visitors or callers, to deal with a security incident or misuse, or to comply with the law. Where practical it will tell the Customer first.

23.6 An interruption, suspension or change under this clause 23 is not a breach of this Contract and does not entitle the Customer to any refund, credit, set-off, withholding of payment or damages.

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APPENDIX 1: The Services

The Supplier will provide the Assistant on the Website, on the Customer's Plan:

Extra Conversations beyond the Allowance: 8p each (ex VAT), under clause 6.10. No set-up fee.

Every Plan includes:

1. Reading the Website (up to the page limit above, following robots.txt) and answering Visitors from it, on every page that carries the Supplier's code.

2. Extra answers, topics to avoid, a greeting, a name, opening hours and the look of the chat window, set by the Customer in Mission Control.

3. A details form for Visitors who want to be contacted, with each Lead emailed to the Customer and kept in Mission Control.

4. Conversation records, ratings, questions the Assistant could not answer and an export of Conversations, in Mission Control.

5. Standard set-up: the Supplier's code (one line, shared with any other DPOM tool on the Website), the first read of the Website and the default settings.

Please note that the Customer is responsible for the Customer Content and for following up every Lead. In the context of this appendix 1 "answering" means the Assistant replying from the Customer Content, as set out in clause 4.7.

APPENDIX 2: Processing details (clause 22)

Subject matter and duration: The Supplier hosts the Assistant, generates its answers and stores Conversations and Leads for the Customer, for the Term and the retention period below.

Nature and purpose: Receiving Visitors' messages, finding the relevant Customer Content, generating and checking answers, storing Conversations and Leads, emailing Leads to the Customer, showing them in Mission Control, and counting usage against the Allowance.

Data subjects: Visitors to the Website who use the Assistant.

Personal data: What Visitors type into the Assistant (which may include anything a Visitor chooses to share, including their name and contact details); the details a Visitor leaves in the details form (name, phone number, email address and message); the page the Conversation started on (without any query string), the domain of the referring website, the device type (mobile, tablet or desktop), the time, whether the business was open, and any rating the Visitor gives. The Supplier does not store Visitors' IP addresses for the Services; a short-lived, one-way scrambled value is held in memory only, to apply rate limits. A conversation reference is kept in the Visitor's browser for the browsing session only, so the chat carries on from page to page.

Retention: Conversations and Leads are kept for 400 days (about 13 months) from the last message, then deleted automatically. When the Contract ends, all Visitor Data is deleted within 30 days after the last day of the Contract (clause 10.9).

Where it is held: On the Supplier's servers in the United Kingdom or the European Economic Area. Sub-processors may process Visitor Data outside the United Kingdom under clause 22.6.

Sub-processors: Website hosting and data centre provider; artificial intelligence language model provider (receives each Visitor message, the recent Conversation and the relevant passages of Customer Content, to generate the answer); email service provider (to deliver Leads).

Please note: all prices quoted are EXCLUSIVE of VAT.

Payment Terms: First monthly payment taken when you order, then every month on the same date by credit/debit card (or added to your existing billing with us where we agree) for the duration of the contract. Extra Conversations, if any, are invoiced after the month they fall in.

Cancellation: You can cancel at any time provided your initial contract term has passed, with 31 days notice. To cancel you must do two things: email cancellations@dpom.co.uk from the email address on your account, then complete the cancellation form we send you by return. Your cancellation is not processed, and your 31 days notice does not start, until the form has been completed. Emailing on its own, or telling your account manager, is not enough and billing will continue.

Your Allowance: A Conversation is one visitor having one chat, however many questions they ask in it. We email you at 80% and 100% of your monthly allowance. Orbit keeps answering after 100%, and extra Conversations are 8p each. If you go over two months running, we will suggest the plan that works out cheaper.

A note about expectations: Orbit answers from your website and from the answers you give it in Mission Control, so the better and more up to date those are, the better its answers. Check the conversations in Mission Control in the first few weeks and add answers wherever it could not help. It will occasionally get something wrong, which is why every conversation is there for you to read.