Terms & Conditions

01This agreement

These terms are a contract between you and DormData ("we", "us", "our"). They govern your use of this website, our platforms and applications, and any services we provide, unless a signed agreement between us says otherwise.

By using the site or any of our products, you accept these terms. If you are accepting on behalf of a company, you confirm you have the authority to bind it, and 'you' means that company.

Where we have signed a master services agreement, statement of work, order form or licence agreement with you, that document takes precedence over these terms to the extent of any conflict. These terms fill the gaps; they do not override what was negotiated.

02Definitions

Some words carry a specific meaning throughout this document, and it is worth setting them out before they are used.

• 'Site' means this website and every page on it.
• 'Products' means the platforms and applications we own and operate, including those distributed through app stores.
• 'Services' means the engineering, infrastructure, automation, growth and advisory work we perform for a client.
• 'Deliverables' means the code, designs, documentation and other materials we produce and hand over under a statement of work.
• 'Client Materials' means anything you provide to us for the purpose of an engagement, including data, content, brand assets and access to your systems.

03Using the site and our products

You may use the site and our products for lawful purposes and in line with these terms. You may not use them in a way that damages them, degrades them for other people, or puts us in breach of a law or a third-party right.

• Do not attempt to gain unauthorised access to any account, system or network, or probe, scan or test the vulnerability of our infrastructure without our written permission.
• Do not scrape, harvest or systematically extract content or data except through an interface we have provided for that purpose.
• Do not introduce malware, or use our products to distribute it.
• Do not reverse engineer, decompile or attempt to derive source code from our products, except to the extent that restriction is unenforceable where you live.
• Do not resell, sublicense or make our products available to a third party as a service unless your agreement with us permits it.
• Do not impersonate anyone, misrepresent your affiliation, or use our name, logo or brand assets without written permission.

04Accounts

Some products require an account. You are responsible for the accuracy of the information you provide, for keeping your credentials confidential, and for everything done under your account. Tell us immediately if you believe an account has been compromised, and we will help you secure it.

We may suspend or close an account that is being used in breach of these terms, that presents a security risk, or that we are legally required to close. Where circumstances allow, we will warn you first and give you a chance to fix the problem, and we will give you a reasonable opportunity to export your data.

05Services and engagements

Services are scoped in a statement of work that sets out the deliverables, the assumptions behind them, the timeline, the fees and the acceptance criteria. Anything outside that scope is a change, and a change is agreed in writing before it is built.

We commit to performing services with reasonable skill and care, using appropriately qualified people. Software engineering involves estimation, and estimates are made in good faith rather than guaranteed; where a date matters, we will tell you what has to be true for it to hold.

You agree to provide the access, decisions, environments and Client Materials we need, within the times set out in the statement of work. Where a dependency on your side is late, timelines and fees may be adjusted, and we will tell you as soon as we can see the impact rather than at the end.

06Intellectual property

We own the site, our products, our platforms and every tool, framework, library and technique we bring with us. Nothing in these terms transfers that ownership, and using a product does not grant you rights in it beyond the licence you have been given.

Deliverables produced specifically for you under a statement of work transfer to you on payment in full, subject to the pre-existing materials described below. Until payment is made in full, you hold no ownership in them.

Where a deliverable includes our pre-existing or generally reusable material, you receive a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and distribute that material as part of the deliverable, but not to extract and resell it on its own. Open source components remain governed by their own licences, which we will identify on request.

You keep all rights in Client Materials, and you grant us the licence we need to use them for the purpose of the engagement. You confirm you have the rights to grant that licence.

If you send us feedback, ideas or suggestions about our products, we may use them without restriction and without owing you anything. This does not affect ownership of anything covered by a statement of work.

07Fees, invoicing and taxes

Fees, the billing model and the invoicing schedule are set out in the applicable statement of work or order form. Unless it says otherwise, invoices are payable within thirty days of the invoice date, in the currency stated on the invoice.

Late payment may accrue interest at the statutory rate, and we may suspend work or access to a product on written notice while an undisputed invoice remains unpaid. We will always tell you before we suspend anything.

Fees exclude VAT, sales tax and any other applicable taxes and duties, which are payable by you in addition. Third party costs incurred on your behalf, such as cloud services, licences, app store fees and paid media, are passed through at cost and agreed in advance.

08Third-party services and app stores

Our products and deliverables often rely on third-party services such as cloud providers, payment processors, analytics tools and app stores. Those services have their own terms, and your use of them is governed by those terms as well as these.

Applications distributed through an app store are additionally subject to that store's rules, which the store may change and enforce at its discretion. We cannot guarantee continued availability of a third-party service or store listing, and we are not liable for a third party's outage, price change, policy change or deprecation, though we will work with you on the response.

09Confidentiality

Each of us may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential. Each of us agrees to protect the other's confidential information with at least the care we use for our own, to disclose it only to people who need it and are under equivalent obligations, and to use it only for the purposes of our relationship.

These obligations do not apply to information that is public through no fault of the receiving party, was already known without a duty of confidence, is independently developed, or must be disclosed by law, in which case the receiving party will give notice where it is lawful to do so.

10Data protection

Where we process personal data on your behalf, we do so as a processor on your documented instructions, under a data processing agreement that forms part of our engagement. Our own handling of personal data is described in our Privacy Policy, which forms part of these terms.

You are responsible for having a lawful basis for any personal data you make available to us, and for the accuracy of that data. We are responsible for the security measures we have committed to, and for telling you promptly if a personal data breach affects data we hold for you.

11Warranties and disclaimers

We warrant that services will be performed with reasonable skill and care, and that deliverables will materially conform to the specification in the statement of work for thirty days after acceptance. Our obligation for a breach of that warranty is to correct the deliverable, and if we cannot do so within a reasonable time, to refund the fees paid for the affected part.

Beyond the warranties expressly stated here or in a signed agreement, the site and our products are provided 'as is' and 'as available'. To the fullest extent the law allows, we exclude implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that a product will be uninterrupted, error free, or free of every vulnerability.

Nothing in these terms limits rights you have as a consumer under mandatory local law.

12Limitation of liability

Neither of us excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that, neither of us is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or loss or corruption of data to the extent it could have been prevented by the other party maintaining reasonable backups.

Subject to the above, each party's total aggregate liability arising out of or in connection with these terms and any engagement is limited to the total fees paid or payable under the applicable statement of work in the twelve months before the event giving rise to the claim. Where no fees have been paid, that cap is the amount permitted by law and no more than the fees for one month of comparable service.

13Indemnities

We will defend you against a third-party claim that a deliverable, used as we intended, infringes that party's intellectual property rights, and we will pay the damages finally awarded, provided you tell us promptly, let us control the defence and cooperate with it. This does not apply where the claim arises from Client Materials, from your modification of a deliverable, or from combining it with something we did not supply.

You will indemnify us on the same terms against claims arising from Client Materials, from your use of a product in breach of these terms, or from your breach of law.

14Term, suspension and termination

These terms apply for as long as you use the site or our products, and for the duration of any engagement. Either party may terminate an engagement for material breach if the breach is not cured within thirty days of written notice, or immediately if the other party becomes insolvent.

You may stop using the site or close your account at any time. We may suspend access where there is a security risk, a legal requirement, or a serious breach of these terms, and we will restore access as soon as the cause is resolved.

On termination, you pay for work performed and costs committed up to the termination date, we return or delete your data in line with the engagement agreement, and the sections that are meant to survive, being intellectual property, confidentiality, data protection, liability, indemnities and governing law, continue to apply.

15General

Neither party is liable for a failure caused by an event outside its reasonable control, provided it tells the other promptly and works to mitigate the effect. Nothing here creates a partnership, joint venture or employment relationship, and neither party may hold itself out as an agent of the other.

If a provision is found unenforceable, it is modified to the minimum extent necessary and the rest of the terms continue in force. A failure to enforce a right is not a waiver of it. Neither party may assign these terms without the other's written consent, except to a successor of substantially the whole business.

We may update these terms as our services and the law change. The date at the top shows the current version, and material changes affecting an active engagement or account will be communicated directly. Continuing to use the site or a product after a change takes effect means you accept the updated terms.

16Governing law and disputes

These terms are governed by the laws of the State of California, without regard to its conflict of laws rules, and the state and federal courts located in San Francisco, California have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information. Where you deal with us through a group entity in another jurisdiction, the governing law stated in that entity's agreement applies instead.

Before starting proceedings, both parties agree to escalate the dispute to a senior representative on each side and to attempt to resolve it in good faith for thirty days. Most disagreements are solved in that conversation.

17Contact

Questions about these terms go to hello@dormdata.com. If you need a countersigned copy of anything here for your records, ask and we will provide one.