Terms and Conditions
These Terms and Conditions ("Terms") govern access to Dalton's AI-powered website optimisation platform (the "Services"). By creating an account, accepting these Terms at checkout, or signing a Proposal that references them, you ("Customer") agree to be bound by them.
1. Interpretation
- Affiliate: any entity that controls, is controlled by, or is under common control with a party.
- Agreement: these Terms together with any applicable Proposal or subscription confirmation.
- Confidential Information: as defined in Section 5.2.
- Customer Data: all data submitted through or collected via the Services, including Visitor Data.
- Customer IP: Customer's materials, trademarks, and other intellectual property.
- Dalton Technology: the Services, Script, platform, algorithms, models, methodologies and underlying technology, and any improvements, enhancements or derivative works, including the outputs of Dalton's machine-learning models.
- Proposal: a written proposal or subscription confirmation specifying the Services, fees and term (which may also be accepted at checkout).
- Script: the JavaScript snippet or SDK installed on Customer's website(s) to enable the Services.
- Subscription Term: the subscription period specified in the Proposal or at checkout.
- Users: employees, contractors or agents Customer authorises to access the Services.
- Visitor Data: pseudonymised behavioural data (such as page views, clicks, scrolls, conversion events and experiment assignment) collected via the Script.
2. Services
2.1 Right to Use
Dalton grants Customer a worldwide, non-exclusive, non-transferable, tier-limited and time-limited right to access and use the Services during the Subscription Term for Customer's internal business purposes, subject to timely payment. Customer may allow its own contractors to use the Services on its behalf, with Dalton's prior approval, and remains responsible for their use.
2.2 Account
Customer must create an account, keep its credentials secure, and promptly notify Dalton of any unauthorised access.
2.3 Usage Restrictions
Customer shall not: reverse engineer or decompile the Services or Script; copy, modify or create derivative works; resell or sublicense the Services without prior written authorisation; build a competing product using the Services; introduce malicious code; circumvent usage limits or access controls; remove any proprietary notices; file any patent or copyright application covering the Dalton Technology; or use the Services for unlawful, infringing or obscene content.
2.4 Suspension
Dalton may suspend access if Customer materially breaches these Terms and fails to cure within 10 days of written notice, or if payment is overdue. Advance notice is given where practicable. Suspension does not relieve payment obligations.
2.5 Support
Email and Slack support is available during business hours (CET). Dalton uses commercially reasonable efforts to resolve reproducible errors for which it is directly responsible.
2.6 Trials and Free Access
A paid trial is provided under the same terms as a subscription, including the Service Warranty in Section 7.2, for the duration and fee set out in the Proposal, and does not count toward the Subscription Term. Any free or no-cost access (such as a free website scan or free tier) may be subject to usage caps, feature restrictions or time limits, is provided "as is" without warranty, and may be modified, suspended or terminated by Dalton at any time.
2.7 Affiliates
Customer's Affiliates may order Services under these Terms via their own Proposal and will be treated as the "Customer" for that Proposal. Customer remains primarily liable for all orders placed by its Affiliates.
3. Fees and Payment
3.1 Fees
Fees are as specified in the Proposal or at checkout, exclusive of taxes, and are based on the subscription plan and traffic tier, not actual usage within the plan limits. If Customer's actual traffic consistently exceeds its tier, Dalton may move Customer to the applicable higher tier on 30 days' written notice; if Customer does not agree, Dalton may limit the traffic processed through the Services to the contracted tier until the parties agree.
3.2 Payment
Invoices are due within 30 days of issuance unless otherwise specified. Fees are invoiced in advance; for Subscription Terms longer than 12 months, fees are invoiced annually in advance unless otherwise agreed. For self-serve subscriptions, payment is charged at the start of each billing period. Fees paid are non-refundable except as expressly set out in the Agreement.
3.3 Late Payment
Overdue amounts accrue interest at 1.5% per month (or the legal maximum, if lower) from the due date until paid. Non-payment is a material breach.
3.4 Disputes
Billing disputes must be raised in writing within 60 days of the invoice date. Undisputed amounts remain due.
3.5 Taxes
Customer is responsible for all applicable taxes. Fees are exclusive of VAT, which is added where required by law.
3.6 Renewals
Subscriptions renew automatically for successive periods equal to the Subscription Term unless (i) either party gives written non-renewal notice at least 30 days before the current term ends, or (ii) the parties agree otherwise. Renewal fees are at Dalton's then-current rate, notified at least 60 days in advance.
4. Term and Termination
4.1 Term
The Agreement takes effect when Customer creates an account or accepts it, and continues for the Subscription Term and any renewals.
4.2 Termination for Cause
Either party may terminate if the other commits a material breach and fails to cure within 30 days of written notice. Either party may also terminate immediately if the other becomes insolvent, ceases or threatens to cease business, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings.
4.3 Termination for Convenience
For self-serve subscriptions, Customer may cancel at any time before the next renewal date through the account dashboard, effective at the end of the current billing period; no refund is issued for the current period. For committed subscriptions (for example an annual term in a Proposal), Customer may stop using the Services at any time but remains liable for the fees for the committed Subscription Term.
4.4 Effect of Termination
On termination, Customer's access ends and Customer must remove the Script from its website(s) within 10 business days. Sections 1, 5, 6, 7, 8 and 9, and any provision that by its nature should survive, survive termination.
5. Confidentiality
5.1 Obligations
Each party holds the other's Confidential Information in strict confidence, uses it only for the purposes of the Agreement, and discloses it only to personnel and advisors who need to know it and are bound by equivalent obligations. Neither party discloses Confidential Information to any other third party without prior written consent.
5.2 Definition
"Confidential Information" is non-public information disclosed by one party to the other that a reasonable person would understand to be confidential, including business, technical, financial and product information, know-how and trade secrets, and the terms of this Agreement and the parties' negotiations. It excludes information that is or becomes public through no fault of the recipient, was already lawfully held, is independently developed, or is received from a third party free of obligation.
5.3 Compelled Disclosure
If required by law to disclose Confidential Information, the receiving party will give prompt written notice where permitted and cooperate in seeking protective measures.
5.4 Duration and Return
Confidentiality obligations last for five years after the Agreement ends, except that trade secrets remain protected for as long as they qualify as trade secrets. On termination or written request, each party will return or destroy the other's Confidential Information, except copies required by law or held in routine backups.
6. Data and Intellectual Property
6.1 Ownership
Customer owns all Customer Data and all Customer IP. Customer Data is Customer's Confidential Information; Dalton uses it only to provide the Services and does not disclose it to any third party without Customer's consent, except as permitted in these Terms. Dalton acquires no rights in Customer IP, and any use of Customer IP in providing the Services is for Customer's benefit only. Dalton retains all rights in the Dalton Technology, including any improvements, enhancements, derivative works, and the outputs of its machine-learning models.
6.2 Licence
(a) During the Subscription Term, Customer grants Dalton a worldwide, non-exclusive, royalty-free licence to process Customer Data (including pseudonymous Visitor Data) as necessary to provide, secure, maintain and support the Services. This licence ends with the Subscription Term, and such data is deleted or returned in accordance with the DPA.
(b) Customer authorises Dalton to irreversibly anonymise or aggregate Customer Data such that it can no longer reasonably be used to identify Customer, its Users or its visitors. Such anonymised and/or aggregated data is not personal data, and Customer grants Dalton a perpetual, worldwide, royalty-free right to use it to operate, benchmark, improve and develop its products and services, including training machine-learning models, producing statistical insights and reports, and Dalton's own marketing.
(c) Dalton will not sell Customer Data or any personal data, and will not use it for third-party advertising or marketing. The perpetual right in (b) applies only to anonymised and/or aggregated data and never to identifiable or pseudonymous data.
6.3 Data Protection
Customer is responsible for ensuring its use of the Services complies with applicable data protection laws, including GDPR, which includes providing adequate privacy notices to visitors and obtaining required consents. Dalton's Data Processing Agreement forms part of these Terms where Dalton processes personal data on Customer's behalf.
7. Warranties and Liability
7.1 Mutual Warranties
Each party warrants that it has the authority to enter into the Agreement and that the person accepting it is duly authorised.
7.2 Service Warranty
Dalton warrants that it will provide the Services with reasonable skill and care, that the Services will perform materially in accordance with their documentation, and that they will not infringe third-party intellectual property rights or violate applicable laws. If the Services fail to conform, Customer's remedy is for Dalton to correct the issue or, if that is not commercially reasonable, for either party to terminate with a pro-rata refund of prepaid fees.
7.3 Customer Cooperation
Customer will provide the cooperation and access reasonably necessary for Dalton to perform the Services.
7.4 Disclaimer
To the fullest extent permitted by law, except as set out in Section 7.2 the Services are provided "as is". Dalton disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.
7.5 Liability Cap
To the maximum extent permitted by law, and regardless of the form of action (whether in contract, tort, negligence, product liability or otherwise), Dalton's total liability under the Agreement will not exceed the total fees paid by Customer in the 12 months preceding the event giving rise to the claim. Nothing limits liability for gross negligence, wilful misconduct, fraud, death or personal injury, or any liability that cannot be limited under applicable law.
7.6 Exclusion of Indirect Damages
Neither party is liable for indirect, incidental, consequential, special, punitive or exemplary damages, or for lost profits, lost savings or lost data, even if advised of the possibility.
7.7 Customer Responsibility for Experiments
The Services let Customer create, configure and deploy experiments and variants, whether generated by Dalton's AI or created manually by Customer. Customer is responsible for reviewing, testing and quality-assuring each experiment and variant before and during deployment, including confirming that its website continues to function correctly (for example that navigation, forms, and add-to-cart or checkout flows still work). Dalton does not warrant that any experiment, variant or generated content complies with Customer's legal, regulatory or brand requirements, and is not liable for damage resulting from Customer's own actions or omissions, including any experiment, variant or content Customer has created, approved or deployed.
8. Indemnification
8.1 Dalton Indemnity
Dalton will indemnify Customer against third-party claims alleging that the Services infringe intellectual property rights, except to the extent the claim arises from Customer's modification or misuse of the Services, Customer's continued use after notice of a claim, or the combination of the Services with products not provided by Dalton.
8.2 Customer Indemnity
Customer will indemnify Dalton against claims arising from Customer's breach of the Agreement or of applicable data protection laws.
8.3 Procedure
The indemnified party will promptly notify the indemnifying party of any claim, allow it to control the defence and settlement (provided that no settlement imposing obligations on the indemnified party is made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.
9. General
9.1 Governing Law
The Agreement is governed by Belgian law, and disputes are subject to the exclusive jurisdiction of the courts of Ghent, Belgium. The UN Convention on Contracts for the International Sale of Goods does not apply.
9.2 Assignment and Subcontractors
Customer may not assign the Agreement without Dalton's prior written consent. Dalton may assign it to an Affiliate or in connection with a merger or acquisition, and may use subcontractors to provide the Services.
9.3 Amendments
Dalton may update these Terms by posting the revised version with an updated date. For material changes, Dalton will give at least 30 days' advance notice by email. Non-material changes take effect on posting.
9.4 Force Majeure
Neither party is liable for delays caused by events beyond its reasonable control; payment obligations are not excused. If such an event continues for more than 60 days, either party may terminate the affected Services with a pro-rata refund of prepaid, unused fees.
9.5 References and Marketing
Customer grants Dalton the right to use Customer's name and logo to identify Customer as a customer, which Customer may withdraw at any time on written notice. Case studies, testimonials, quotes and other detailed public references require Customer's prior written consent. After a successful deployment, Dalton may invite Customer to take part in reports, testimonials or reference calls, up to a maximum of two reference calls per calendar quarter.
9.6 Waiver
A party's failure to enforce any provision is not a waiver of it.
9.7 Severability
If any provision is unenforceable, it is modified to the minimum extent necessary and the remaining provisions continue in full force.
9.8 Entire Agreement
The Agreement supersedes all prior representations and agreements on the same subject matter. In case of conflict between a Proposal and these Terms, the Proposal prevails.
9.9 Notices
Notices must be in writing. Notices to Dalton: team@getdalton.com. Notices to Customer: the email address associated with its account.
9.10 Independent Contractors
The parties are independent contractors; nothing in the Agreement creates a partnership, employment or agency relationship.