“Affiliate” means any entity which directly or indirectly controls, is controlled by or is under common control with a party to these Conditions. ‘Control’ means the direct or indirect ownership of more than fifty per cent (50%) of the voting interests of the subject entity; “API” means application programming interfaces or other means which interface the Platform with the systems of third parties; “Automation Tools” means automation tools used including to automate marketing and compliance activities; “Client” means a client of Dataships who uses the Services, and may also be referred to as “you” and “your”; “Client Data” means all data or information relating to a Client or its Customers that is collected, stored, recorded, transmitted or otherwise processed by Dataships in the provision of the Services, including all data imported or added to the Platform including by the Client or third parties on its behalf for the purposes of using the Services; “Customer” means a Client’s end-user; “Data Processing Addendum” or “DPA” means Dataships’ then-current data processing addendum found in the Privacy Centre of the Website; “Data Protection Law” means applicable data protection and privacy laws including, without limitation, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the Data Protection Acts 1988 to 2018 (the “Data Protection Acts”), Directive 2002/58/EC (the “ePrivacy Directive”) and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I. No. 366/2011) (as amended) (the “ePrivacy Regulations”); “Free Tier” means any free or reduced pricing for a tier of Services offered under a Pricing Plan; “Free Trial” means a limited free trial of any of the Services;
“Intellectual Property” means all intellectual and industrial property rights including without limitation, logos, brand names, images, designs, photographs, video clips, content and other materials that appear as part of a website, copyright, database rights and rights in computer software, domain names, business names, trade marks, service marks, trade dress, rights in get-up and goodwill, the right to sue for passing off and any other intellectual property rights whether registered or unregistered and existing now or in the future; “Platform” means Dataships’ software as a service (SaaS) platform through which the Services are provided; “Pricing Plans” means the pricing plans (including as set out on the Website) or fee agreed with the Client for use of the Services;
“Services” means the services provided by Dataships including the ‘Collect’ and ‘Comply’ products; and “Website” means our website (https://dataships.io/) and our applications available on third party app stores.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Introduction and Eligibility
2.1 These Conditions are Dataships’ terms of business which govern a Client’s use of the Services, whether that is under a paid subscription, Free Trial or otherwise. By indicating its agreement to these Conditions during the sign-up process, the Client is agreeing to be bound by these Conditions. 2.2 If you enter into these Conditions on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Conditions, and that by accepting these Conditions, you are doing so on behalf of that entity. 2.3 If the Client does not agree to be bound by these Conditions, it should not use the Services.
3. Information about us
3.1 Dataships Limited is a private limited company (company no.: 670408), registered in Ireland (referred to as “Dataships”, “we”, “us” and “our”) and having an address at 12 Sans Souci Park, Booterstown Avenue, Blackrock, Dublin, A94 W9X9, Ireland. 3.2 If you wish to contact us, you can do so at support@dataships.io.
4. Account
4.1 In order to sign-up to use the Services (whether that is under a Free Trial or otherwise), the Client may be asked to create an account with Dataships and provide us with certain information requested as part of the account registration process or which is necessary for us to provide the Client with certain Services. The Client represents and warrants that all information provided, now or in the future, is accurate and that it will maintain the accuracy of such information. Dataships reserves the right to refuse registration of an account or to provide the Services for any reason. 4.2 In the event that the Client believes its account or the Services have been compromised, including any unauthorized use or access of the Services or any other known or suspected breach of security, the Client shall immediately notify Dataships by email at hello@dataships.io, but in no event more than twenty-four (24) hours following discovery of such breach.
5. Pricing and Cancellations
5.1 Our Services fall into two main categories, the ‘Collect’ and ‘Comply’ products. ‘Collect’ Services
5.2 The ‘Collect’ Services are subject to different Pricing Plans which are typically priced on the basis of how many channel audiences are sought, the number of orders the Client’s store has over a 12 month period, and whether the Client will pay monthly or annually. There are also custom Pricing Plans available for ‘Collect’ Services. Subject to the terms herein, the ‘Collect’ Services provided under a Pricing Plan will be provided for the duration of the billing cycle subscribed to and are non-refundable. 5.3 Pricing Plans for the ‘Collect’ Services are billed through Shopify in accordance with the agreed billing cycle (which is usually monthly or annually) and the fees payable will appear on the Client’s Shopify invoice and must be paid by the due date specified therein. 5.4 If a Client cancels their Pricing Plan for the ‘Collect’ Services before the end of the applicable billing cycle, they will continue to have access to the Services subscribed to under the Pricing Plan for the remainder of that billing cycle. Cancellations will not take effect until the end of the billing cycle. 5.5 If a Client requests to upgrade their Pricing Plan or they reach the threshold of orders for a higher Pricing Plan, the Client will be asked to confirm that it wishes to move to an upgraded Pricing Plan. Once the Client approves this, it will be given access to the upgraded Services promptly and the billing cycle for the upgraded Pricing Plan shall begin. The Client’s next Shopify invoice shall set out the fees payable for the period subscribed to for each Pricing Plan. 5.6 In the event that the Client reaches or exceeds the applicable limit of orders covered by its Pricing Plan subscribed to and it has not provided its approval to be moved to an upgraded Pricing Plan, Dataships will continue to maintain the audience of contacts collected but it may cease syncing data with the Platform or other third-party Automation Tools or otherwise providing the Client with Services not subscribed to until the Client approves the upgrade.
‘Comply’ Services
5.7 There are various Pricing Plans for our ‘Comply’ Services which are typically priced on the basis of the particular Services offered under a plan with billing cycles of monthly, six monthly, and annually available. 5.8 The fees payable under a Pricing Plan for the ‘Comply’ services are payable in advance of the start of the applicable billing cycle and shall be paid in EUR, USD, or GBP. If a Client wishes to cancel their Pricing Plan for the ‘Comply Services’, it must provide Dataships with at least thirty (30) days advance notice and the cancellation takes effect at the end of that notice period and the Client will we be refunded the fees for the remainder of the billing cycle. 5.9 If Dataships fails to receive an amount by its applicable due date (e.g. payment is refused), Dataships will ask the Client to provide alternative payment details. If the Client fails to provide this to us within fourteen (14) days, without prejudice to any other rights or remedies available, Dataships shall be entitled (but not obliged) to:
(a) suspend the Client’s use of the Services with immediate effect, and in the event that payment is not received within a further fourteen (14) day period from that suspension date the Client’s subscription will be terminated; and/or (b) charge the Client interest on the overdue amount, from the due date up to the date of payment, at the rate of eight per cent (8%) per annum of the overdue amount.
General
5.10 At any time, Dataships may change the Services and applicable pricing for a Pricing Plan, including changing the volume of contacts for a particular ‘Collect’ Pricing band, adding new Services and removing Services. If the Client is not happy with the change, it can upgrade to an alternative Pricing Plan or it can cancel in accordance with the terms set out in this clause 3. 5.11 The Client acknowledges that it shall be responsible for the payment of any taxes due under these Conditions to which it may be subject under applicable laws.
6. Free Trials, Free Tiers and other promotional offers
6.1 Dataships may offer a Free Trial, Free Tier, or other promotional offers in respect of its Services on such terms and conditions as it considers appropriate. The use of the Services during any such Free Trial, Free Tier or under any promotional offer remains subject to these Conditions (save as may be modified by any Free Trial, Free Tier or promotional specific terms). Dataships reserves the right, in its absolute discretion, to withdraw or modify any Free Trial, Free Tier or other promotional offer without prior notice and with no liability to you. 6.2 The Free Trial will begin on the date the Client accepts the Free Trial offer and regardless of whether the Product is used or not, it will expire at the end of the Free Trial. 6.3 Dataships subscriptions may start with a Free Trial or promotional offer which will automatically renew upon expiration of the trial period at the full subscription price specified during the onboarding process, unless the Client cancels the subscription before the expiration of the trial period.
7. Roles and Responsibilities
7.1 The Client acknowledges and confirms that:
(a) its cooperation and involvement is necessary to receive certain Services including, without limitation, it undertakes to support the integration or interfacing of the Platform with other third party sites, applications, platforms, Automation Tools and other channels, including Shopify and Klaviyo. If and to the extent that the Platform is to be integrated, interfaced or synergized with or otherwise connected to third party sites, applications, platforms, Automation Tools and other channels, the Client hereby represents and warrants that it has all such necessary rights and permissions to facilitate this for the purpose of the receipt of the Services and that such shall not involve the infringement by it or Dataships of the rights, including Intellectual Property, of any third party; (b) it shall be responsible for setting up and configuring the Services including, without limitation, any provisioning of access to the Services to its personnel; (c) the Services may provide it with access to Dataships’ Automation Tools (including the ability to simplify compliance with global privacy laws and integrate marketing consent forms which dynamically update by region into the Client’s checkout process) but that such are provided by Dataships on an ‘as is’ and ‘as available’ basis. Dataships does not guarantee or provide any assurances to the Client that the Services enable it to comply with its applicable obligations under Data Protection Law or any other laws or regulatory obligations; (d) Dataships does not hold itself out as providing advice on Data Protection Law or other laws or regulatory obligations. In availing of the Services, the Client remains responsible for its own compliance with Data Protection Law and other applicable laws and regulatory obligations; and (e) certain Services are synergised with other third party sites, applications, platforms, Automation Tools and other channels provided by it or third parties. Dataships has no responsibility or liability for those resources, services and/or channels or for our inability to provide all or any part of the Services due to deficiencies or other issues with those third party sites, applications, platforms, Automation Tools and other channels (including, without limitation, outages affecting such or where there are delays in providing real-time information).
8. Intellectual Property
8.1 All proprietary rights (including Intellectual Property) in the Services are the valuable and exclusive property of Dataships (or its licensors, where applicable), and nothing in these Conditions shall be construed as transferring or assigning any such ownership rights or any other interest in such rights to the Client or any other person or entity, except where otherwise stated. 8.2 Dataships is the sole proprietor of any newly developed Intellectual Property related in any way to the Services. The Client hereby assigns to Dataships any of these newly developed Intellectual Property that result from Client’s requests, feedback or ideas regardless of whether such newly developed Intellectual Property result from the Services paid for by the Client.
9. Data Protection and Client Data
9.1 To the extent that the Client uses the Services and provides Dataships with personal data relating to its Customers which Dataships processes on the Client’s behalf, Dataships act as a ‘processor’ for the purposes of Data Protection Law and the parties agree to comply with the Data Processing Addendum. The Data Processing Addendum is incorporated into these Conditions. 9.2 The Platform provides Clients with the ability to view and/or request a copy of the Client Data for a period of up to ninety (90) days following the end of a billing cycle. After that, Dataships shall either anonymise or delete any personal data within the Client Data, unless we are required to retain such in order to comply with our obligations under applicable EU law or the laws of an EU Member State, in which case we will act as a ‘controller’ of such for the purposes of Data Protection Law. 9.3 Dataships reserves the right to create anonymised data from the personal data contained within the Client Data (“Anonymised Data”) for the purposes of enhancing or improving the Services, aggregating statistical analysis, machine learning and other legitimate business purposes. Such Anonymised Data shall have any and all personal data and identifiers removed and we shall retain all rights, title and interest to this Anonymised Data and all other Intellectual Property therein.
10. Termination and Suspension
10.1 Dataships reserves the right, in its sole discretion and for any reason, to suspend or terminate a Client’s (or any of its personnel’s) access to and/or use of the Services with or without notice to it. If a Client uses multiple accounts, it may have action taken against all of its accounts. Dataships shall not be liable to the Client or any other party for any suspension or termination of its account or access to the Services. 10.2 Without limiting the foregoing, the following may lead to suspension or termination of receipt of the Services:
(a) a material or persistent breach of these Conditions or any other terms of Dataships (including the Acceptable Usage of Website and Platform terms and the DPA); (b) a failure to pay for the Services by the applicable due date; (c) a request or direction to do so from any law enforcement authority; or (d) where the Client’s (or its personnel’s) actions bring Dataships into disrepute, conflict or might otherwise damage our reputation.
11. Improvements to the Services, Pre-Releases and Unavailability
11.1 Dataships and/or its respective suppliers may, without notice to the Client, make improvements and/or changes in the Services (or any part thereof) or any Pricing Plan. This means that we may add or remove temporarily or permanently any content, feature, component or other functionality of the Services or change a Pricing Plan. Dataships shall not be liable to the Client or any third party for any such changes. Any changes to the Services or a Pricing Plan shall also be subject to these Conditions. If the Client is not happy with such changes, it can cancel its Pricing Plan or upgrade to a new Pricing Plan in accordance with the terms of these Conditions. 11.2 Dataships may, in its sole discretion, invite the Client to use pre-release or beta features that are not yet offered as a commercial Services and such is provided on an ‘as is’ and ‘as available’ basis without the benefit of any warranties or representations. Access to such features may be conditioned upon additional terms and conditions imposed by Dataships. All proprietary rights (including Intellectual Property) in any beta features are the valuable and exclusive property of Dataships (or its licensors, where applicable). 11.3 A/B Testing: From time to time, Dataships, at its sole discretion, may invite you to participate in A/B testing of its services (“A/B Test”). Participation in any A/B Test may be subject to additional terms and conditions, which would be provided by Dataships at the time of the A/B Test invitation. In connection with an A/B Test, Dataships may replicate or simulate your existing marketing consent collection mechanism as part of the control group (“Control”). Such replication may include presenting a consent collection mechanism that is similar to the one you currently use, as well as mimicking the synchronization actions performed by that mechanism to third party tools. You acknowledge and agree that Dataships does not, and shall not, review, audit, verify, or make any representation regarding the compliance of the Control’s marketing consent collection mechanism with applicable laws or regulations. Dataships shall not assign, assess, or attribute any compliance status to the contacts collected through the Control. Dataships’ role is limited to tracking the choices made by those contacts for the sole purpose of comparing the performance of the Control group with the performance of the test group (“Test”). DATASHIPS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND PROVIDES NO REPRESENTATIONS THAT THE MARKETING CONSENT COLLECTION MECHANISM USED IN THE CONTROL IS COMPLIANT WITH ANY APPLICABLE LAWS, RULES, OR REGULATIONS. PARTICIPATION IN THE CONTROL IS UNDERTAKEN AT YOUR SOLE RISK, AND YOU AGREE THAT DATASHIPS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, DAMAGES, OR LIABILITIES ARISING OUT OF, OR RELATING TO, THE CONTACTS COLLECTED THROUGH THE CONTROL OR THE USE OF THE CONTROL’S MARKETING CONSENT COLLECTION MECHANISM. 11.4 The Client may choose to integrate, interface, connect or link the Services with third party sites, applications, platforms, Automation Tools and other channels (e.g. synching data from third party platforms). In doing so, the Client acknowledges that Dataships has no responsibility or liability in circumstances where there is any form of disruption or outage to the Services (whether full or partial outage) or any inaccuracy or error with data processed in connection with the Services, which is caused by or related to the use of third party sites, applications, platforms, Automation Tools and other channels. 11.5 The Services may be temporarily unavailable from time to time for various reasons including, without limitation, due to required maintenance, telecommunications interruptions, or other disruptions. The Client acknowledges and agrees that the Services are provided on an ‘as is’ and ‘as available’ basis, with no warranties (whether implied by statute, common law or otherwise) or guarantees of any kind to the greatest extent permitted by applicable law.
12. Liability and disclaimer of warranties
12.1 Except as set out in these Conditions, Dataships makes no warranty regarding, and shall have no responsibility for, the accuracy, availability, reliability, timeliness, security, fitness for purpose, data synched to or made available by the Platform, performance of the Services or non-infringement of Intellectual Property. 12.2 Nothing in these Conditions excludes or limits Dataships’ liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation. Notwithstanding the foregoing, Dataships’ liability for any claim whether in contract, tort (including negligence) or otherwise, for any loss or damage, arising out of or in connection with these Conditions or the Client’s use of the Services or otherwise shall in no case exceed: (i) the amount paid by the Client for the billing cycle for those Services; or (ii) where the Client use the Services under a Free Trial, Free Tier or other promotional offer, fifty euro (€50), provided always that Dataships shall not in any event be liable for:
(a)the Client’s inability to use the Services or any technologies used with such; (b) any data synched to or made available by the Platform; (c) any services, sites, application, platforms, APIs, Automations Tools or other channels provided by third parties; (d) any breach of applicable law by the Client (or its personnel) or the consequences arising from such (including fines from data protection supervisory authorities or data subject actions) as a result of its use and/or reliance on the Services; or (e) unavailability of, delays or service interruptions to the Services, Platform, APIs, Website and Automation Tools;
12.3 Neither party shall be liable to the other for any special, incidental, indirect or consequential loss or damage whatsoever including any loss of profits or revenue, loss of time, loss of savings, loss of data, loss or depletion of goodwill or reputation or loss of business opportunities. 12.4 The Client agrees to defend, indemnify and hold Dataships harmless from and against any and all claims, damages, costs, losses and expenses, including legal fees and court costs, that Dataships may incur arising from or related to the Client’s use of the Services or any activities thereof including in respect of:
(a) the Client’s marketing campaigns or any other content or interactions with Customers; (b) any breach of applicable law or regulatory obligations and guidance by the Client (regardless of whether the Client used the Services to assist with such); (c) any third party claims connected to the Client’s use of the Services; or (d) any breach of these Conditions by the Client.
13. Publicity
13.1 Dataships may refer to the Client and the nature of the Services provided in our business development, investment and marketing materials, including using the Client’s name, logo and any feedback provided in such materials.
14. Entire Agreement and Variation
14.1 These Conditions (and the Acceptable Usage of Dataships’ Platform and Website, DPA or any other terms that Dataships notifies the Client of) constitute the entire agreement and understanding between the Client and Dataships and supersede any and all prior agreements, negotiations, representations of any kind, and proposals, written and oral between the Client and Dataships with regard to the subject matter hereof. 14.2 The Conditions apply to the exclusion of any other terms and conditions that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
15. General
15.1 Nothing in these Conditions is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other. 15.2 The Client shall not assign, sub-contract or deal in any other manner with all or any of its rights or obligations hereunder without Dataships’ prior written consent. Dataships may assign and sub-contract its rights and obligations under these Conditions. 15.3 Dataships may vary these Conditions from time to time. The latest version of these Conditions will be available on our Website. 15.4 No waiver by Dataships of any breach of these Conditions shall be considered as a waiver of any subsequent breach of the same or any other provision. 15.5 If any provision of these Conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. 15.6 A delay by Dataships in performing its obligations including because of a Force Majeure Event will not be a breach of these Conditions. A “Force Majeure Event” includes acts, events, omissions or accidents beyond Dataships’ reasonable control including, without limitation, strikes, industrial disputes, failure of a utility service, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, act of terror, Internet service provider failure or delay, failures of communications networks and facilities, denial of service attack or cyber security incident. 15.7 Any provision of these Conditions which expressly or by implication is intended to survive termination shall survive including, without limitation, clause 5 (Pricing and Cancellations), clause 7 (Roles and Responsibilities), clause 8 (Intellectual Property), clause 9 (Data Protection and Client Data), clause 12 (Liability and Disclaimer of Warranties) and clause 13 (Publicity). 15.8 Each party irrevocably agrees that these Conditions shall be governed by and construed in accordance with the laws of Ireland without regard to choice or conflicts of law rules and that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions or its subject matter or formation.
16. Contact Us
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at support@dataships.io.
