Terms of Service
Last updated: March 2026 | FirstMate BV, Sint-Pietersnieuwstraat 11, 9000 Gent, Belgium | BE1013.628.620
These Terms of Service ("Agreement") govern access to and use of Dalton's AI-powered website optimization platform and related services ("Services"), provided by FirstMate BV ("Dalton"). By creating an account or using the Services, the customer ("Customer") agrees to be bound by this Agreement. If accepting on behalf of a company, the individual represents they have authority to bind that entity.
1. INTERPRETATION
Unless defined otherwise in a Proposal, the following terms have the meanings below.
"Agreement" means these Terms together with any applicable Proposal or subscription confirmation.
"Customer Data" means all data submitted or made available by Customer through use of the Services, including Visitor Data.
"Proposal" means a written proposal or subscription confirmation specifying Services, fees, and commercial terms. For self-serve subscriptions, the checkout confirmation constitutes the Proposal.
"Script" means the JavaScript snippet or SDK provided by Dalton that Customer installs on its website(s) to enable the Services.
"Subscription Term" means the subscription period specified in the Proposal or confirmed at checkout.
"Users" means employees, contractors, or agents of Customer authorized to access the Services on Customer's behalf.
"Visitor Data" means anonymized behavioral data (clicks, scrolls, conversions, and similar signals) collected from visitors to Customer's website(s) through the Script.
2. SERVICES
2.1 Right to Use. Subject to this Agreement and timely payment of fees, Dalton grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term, solely for Customer's internal business purposes.
2.2 Account. Customer must create an account to access the Services. Customer is responsible for maintaining the security of its credentials and for all activity under its account. Customer must notify Dalton promptly of any unauthorized access.
2.3 Usage Restrictions. Customer shall not, and shall ensure its Users do not: reverse engineer or decompile the Services or Script; copy, modify, or create derivative works of the Services; resell or sublicense the Services to third parties, except where Dalton has granted prior written authorization in a separate reseller or partner agreement; use the Services to build a competing product; introduce malicious code into the Services; or circumvent usage limits or access controls.
2.4 Suspension. Dalton may suspend Customer's access if Customer materially breaches this Agreement and fails to cure within 10 days of written notice, or if Customer's payment is overdue. Dalton will provide advance notice where reasonably practicable. Suspension does not relieve Customer of payment obligations.
2.5 Support. Dalton provides email and Slack support during business hours (CET). Dalton will use commercially reasonable efforts to resolve reproducible errors for which Dalton is directly responsible.
2.6 Trials and Free Tiers. Dalton may offer access to the Services on a trial or free tier basis, subject to any limitations communicated at signup (such as usage caps, feature restrictions, or time limits). Trial and free tier access is provided 'as is' without warranty of any kind. Dalton may modify, suspend, or terminate free tier access at any time without notice. Any Customer Data processed during a trial or free tier may be permanently deleted if Customer does not convert to a paid subscription. Paid trial terms, if applicable, are as specified in the Proposal.
3. FEES AND PAYMENT
3.1 Fees. Fees are as specified in the Proposal or confirmed at checkout. All fees are exclusive of applicable taxes. The fee is based on the subscription plan purchased, not actual usage within that plan's limits.
3.2 Payment. Invoices are due within 30 days of issuance, unless otherwise specified in a Proposal. 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 this Agreement.
3.3 Late Payment. Overdue amounts accrue interest at 1.5% per month (or the legal maximum, whichever is lower) from the due date until paid in full. Non-payment within the agreed due date constitutes 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 taxes applicable to its purchase. Fees are exclusive of VAT. Where Dalton is required by law to collect VAT or similar taxes, these will be added to the applicable invoice. Customers providing a valid VAT number or tax exemption certificate will be invoiced accordingly.
3.6 Renewals. Subscriptions renew automatically at the end of each Subscription Term unless either party provides written notice of non-renewal at least 30 days before the end of the current term. Renewal fees are at the then-current rate, communicated with at least 60 days' prior written notice.
4. TERM AND TERMINATION
4.1 Term. This Agreement takes effect when Customer creates an account or accepts it, and continues for the duration of 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 it within 30 days of written notice. Either party may terminate immediately if the other becomes insolvent or files for bankruptcy. For self-serve subscriptions, non-payment resulting in automatic suspension constitutes notice of material breach; if payment is not received within 10 days of suspension, Dalton may terminate the Agreement.
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 subscriptions governed by a Proposal, termination notice periods and conditions are as specified in that Proposal.
4.4 Effect of Termination. Upon termination, Customer's right to access the Services ends immediately and Customer must remove the Script from its website(s) within 10 business days. Customer Data handling following termination is governed by Dalton's Privacy Policy. Sections 1, 5, 6, 7, 8, and 9 survive termination.
5. CONFIDENTIALITY
5.1 Obligations. Each party will hold the other's Confidential Information in strict confidence, use it only for the purposes of this Agreement, and not disclose it to third parties without prior written consent. These obligations apply for five years after the end of the Agreement.
5.2 Definition. "Confidential Information" means all non-public information disclosed by one party to the other that a reasonable person would understand to be confidential given the circumstances. It does not include information that is or becomes publicly known through no breach by the receiving party; was already in the receiving party's possession without restriction; is independently developed without reference to the Confidential Information; or is received from a third party free of confidentiality obligations.
5.3 Compelled Disclosure. If required by law to disclose Confidential Information, the receiving party will provide prompt written notice where permitted and cooperate in seeking protective measures.
6. DATA AND INTELLECTUAL PROPERTY
6.1 Ownership. Customer retains ownership of all Customer Data. Dalton retains all rights in the Services, Script, platform, algorithms, methodologies, and all underlying technology. This Agreement does not transfer any Dalton IP to Customer.
6.2 License to Customer Data. Customer grants Dalton and its affiliates a non-exclusive, worldwide, royalty-free right and license to:
(i) access and use Customer Data strictly to provide, maintain, and improve the Services during the Subscription Term;
(ii) use Customer Data in anonymized or aggregated form, where no such information could directly identify or reasonably be used to identify Customer, its Users, or its visitors, for benchmarking and machine learning purposes;
(iii) collect and use usage data for internal business purposes, including product analytics, industry analysis, and developing and improving Dalton's products and services;
(iv) anonymize or aggregate Visitor Data for internal development, and for creating and distributing statistical insights and reports.
Rights under (i) are limited to the Subscription Term. Rights under (ii), (iii), and (iv) are perpetual, as the data at that point carries no connection to Customer. Dalton will not sell Customer Data to third parties for marketing or advertising purposes.
6.3 Data Protection. Customer is responsible for ensuring its use of the Services complies with applicable data protection laws including GDPR, where applicable. This includes providing adequate privacy notices to website visitors and obtaining required consents for data collection. The Script collects anonymized Visitor Data only. Customer is responsible for configuring its implementation to prevent unintended transmission of personally identifiable information. A Data Processing Agreement is available upon request for customers subject to GDPR and forms part of this Agreement where applicable.
7. WARRANTIES AND LIABILITY
7.1 Warranty. Dalton warrants that the Services will perform materially in accordance with its documentation when used as intended. If the Services fail to conform, Customer's remedy is for Dalton to correct the issue, or if not commercially reasonable, for either party to terminate with a pro-rata refund of prepaid fees. If the Services are unavailable for 7 consecutive days, Customer may terminate the Agreement.
7.2 Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET OUT IN SECTION 7.1, THE SERVICES ARE PROVIDED "AS IS". DALTON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DALTON DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER'S SPECIFIC REQUIREMENTS. OPTIMIZATION RESULTS MAY VARY BY IMPLEMENTATION AND TRAFFIC.
7.3 Liability Cap. Dalton's total liability for all claims under this Agreement is limited to the total fees paid by Customer in the 12 months preceding the claim. For claims arising from intellectual property infringement or data protection breaches, this cap increases to three times that amount. There is no cap for damages resulting from gross negligence or willful misconduct.
7.4 Exclusion of Indirect Damages. Neither party will be liable for any indirect, incidental, consequential, or special damages, including loss of profit or loss of data, even if advised of the possibility of such damages.
8. INDEMNIFICATION
Dalton shall indemnify Customer against all third-party claims alleging that the Services infringe any third-party intellectual property right, except where the claim arises from Customer's modification of the Services, combination with third-party products, or breach of this Agreement.
Customer shall indemnify Dalton against all third-party claims arising from Customer's use of the Services in violation of this Agreement or Customer's breach of applicable data protection laws.
9. GENERAL
9.1 Governing Law. This Agreement is governed by Belgian law. Disputes are resolved before the competent courts of Ghent, Belgium. The UN Convention on Contracts for the International Sale of Goods does not apply.
9.2 Assignment. Customer may not assign this Agreement without Dalton's prior written consent. Dalton may assign it to an affiliate or in connection with a merger or acquisition.
9.3 Amendments. Dalton may update these Terms at any time by posting the revised version on its website with an updated date. For changes that materially affect Customer's rights or obligations, Dalton will provide at least 30 days' advance notice by email. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
9.4 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control. Payment obligations are not excused. If a force majeure event continues for more than 60 days, either party may terminate with written notice and Dalton will refund prepaid fees pro-rata.
9.5 References. Customer authorizes Dalton to make public reference to Customer as a customer of Dalton and to use Customer's name and logo, which remain trademarks of Customer, on its website for this purpose only, without disclosing any Confidential Information. Dalton has the right to publish a reference to the collaboration on LinkedIn after this Agreement is signed. Other public references, including case studies, blog posts, testimonials, and videos, will not be made without Customer's prior written consent. After a successful deployment, Dalton may contact Customer to participate in future reports, blog posts, testimonials, or reference calls, with a maximum of two reference calls per calendar quarter.
9.6 Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remaining provisions continue in full force.
9.7 Entire Agreement. This Agreement supersedes all prior representations and agreements on the same subject matter. In the event of conflict, the Proposal takes precedence over these Terms.
9.8 Notices. All notices must be in writing. Notices to Dalton: team@getdalton.com. Notices to Customer: the email address associated with the account.
9.9 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, employment, or agency relationship.