Terms & Conditions
This agreement governs access to Dalton's AI-powered website optimisation platform. By creating an account, you agree to be bound by these terms.
1. Interpretation
- Agreement: These Terms plus any applicable Proposal or subscription confirmation.
- Customer Data: All data submitted through the Services, including Visitor Data.
- Proposal: Written proposal or subscription confirmation specifying Services, fees, and terms.
- Script: JavaScript snippet or SDK installed on websites to enable Services.
- Subscription Term: The subscription period specified in Proposal or checkout.
- Users: Employees, contractors, or agents authorised to access Services.
- Visitor Data: Anonymised behavioural data (clicks, scrolls, conversions) collected via Script.
2. Services
2.1 Right to Use
Dalton grants you a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term for internal business purposes only, contingent on timely fee payment.
2.2 Account
You must create an account and maintain credential security. You must promptly notify Dalton of unauthorised access.
2.3 Usage Restrictions
You shall not:
- Reverse engineer or decompile the Services or Script
- Copy, modify, or create derivative works
- Resell or sublicense Services to third parties without prior written authorisation
- Build competing products using the Services
- Introduce malicious code
- Circumvent usage limits or access controls
2.4 Suspension
Dalton may suspend access if you materially breach the Agreement and fail to cure within 10 days of written notice, or if payment is overdue. Advance notice is provided where practicable. Suspension does not relieve payment obligations.
2.5 Support
Email and Slack support 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 Tiers
Trial and free tier access may be subject to usage caps, feature restrictions, or time limits. This access is provided "as is" without warranty. Dalton may modify, suspend, or terminate free access at any time without notice.
3. Fees and Payment
3.1 Fees
Fees are specified in the Proposal or checkout, exclusive of applicable taxes. The fee is based on the subscription plan, not actual usage within plan limits.
3.2 Payment
Invoices are due within 30 days of issuance unless otherwise specified. 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 legal maximum, whichever is lower) from the due date until paid in full. Non-payment constitutes material breach.
3.4 Disputes
Billing disputes must be raised in writing within 60 days of invoice date. Undisputed amounts remain due.
3.5 Taxes
You are responsible for all applicable taxes. Fees are exclusive of VAT. Where required by law, VAT or similar taxes will be added to invoices.
3.6 Renewals
Subscriptions renew automatically at the end of each Subscription Term unless either party provides written non-renewal notice at least 30 days before the current term ends. Renewal fees are at the then-current rate, with at least 60 days' prior written notice.
4. Term and Termination
4.1 Term
The Agreement takes effect when you create an account or accept it, continuing for the Subscription Term and any renewals.
4.2 Termination for Cause
Either party may terminate if the other commits material breach and fails to cure within 30 days of written notice. Either party may terminate immediately if the other becomes insolvent or files for bankruptcy.
4.3 Termination for Convenience
For self-serve subscriptions, you may cancel 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.
4.4 Effect of Termination
Upon termination, your access ends immediately and you must remove the Script from your website(s) within 10 business days. Sections 1, 5, 6, 7, 8, and 9 survive termination.
5. Confidentiality
5.1 Obligations
Each party holds the other's Confidential Information in strict confidence, using it only for Agreement purposes, and refrains from disclosing it to third parties without prior written consent. These obligations apply for five years after the Agreement ends.
5.2 Definition
"Confidential Information" includes all non-public information disclosed by one party to the other that a reasonable person would understand to be confidential. It does not include information that is publicly known, was already possessed, is independently developed, or is received from a third party free of 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
You retain ownership of all Customer Data. Dalton retains all rights in the Services, Script, platform, algorithms, methodologies, and underlying technology.
6.2 Licence to Customer Data
You grant Dalton a non-exclusive, worldwide, royalty-free licence to:
- Access and use Customer Data to provide, maintain, and improve the Services during the Subscription Term;
- Use Customer Data in anonymised or aggregated form for benchmarking and machine learning;
- Collect and use usage data for internal business purposes including product analytics;
- Anonymise or aggregate Visitor Data for internal development and statistical insights.
Dalton will not sell Customer Data to third parties for marketing or advertising purposes.
6.3 Data Protection
You are responsible for ensuring your use of the Services complies with applicable data protection laws including GDPR. This includes providing adequate privacy notices and obtaining required consents. A Data Processing Agreement is available upon request.
7. Warranties and Liability
7.1 Warranty
Dalton warrants that the Services will perform materially in accordance with its documentation. If the Services fail to conform, your remedy is for Dalton to correct the issue, or if not commercially reasonable, for either party to terminate with a pro-rata refund.
7.2 Disclaimer
To the fullest extent permitted by law, except as 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.
7.3 Liability Cap
Dalton's total liability is limited to the total fees paid in the 12 months preceding the claim. For IP infringement or data protection breaches, this cap increases to three times that amount. There is no cap for gross negligence or wilful misconduct.
7.4 Exclusion of Indirect Damages
Neither party will be liable for indirect, incidental, consequential, or special damages, including loss of profit or loss of data.
8. Indemnification
Dalton shall indemnify you against third-party claims alleging that the Services infringe intellectual property rights, except where the claim arises from your modification or misuse. You shall indemnify Dalton against claims arising from your breach of this Agreement or 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.
9.2 Assignment
You 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 by posting the revised version with an updated date. For material changes, Dalton will provide at least 30 days' advance notice by email.
9.4 Force Majeure
Neither party is liable for delays caused by events beyond its reasonable control. Payment obligations are not excused.
9.5 References
You authorise Dalton to use your name and logo on its website as a customer reference. Other public references require your prior written consent.
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.
9.8 Notices
All notices must be in writing. Notices to Dalton: team@getdalton.com. Notices to you: the email address associated with your account.
9.9 Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, employment, or agency relationship.