3.1 Business Customers Only. The Platform is provided exclusively to business customers acting in the course of trade or profession. The Customer represents that it is not a consumer under applicable EU or Irish law and is acting for legitimate business purposes.

3.2 Customer Information. Customer must maintain accurate and complete company, billing, and tax information (including a valid VAT number where applicable) and designate at least one administrative contact responsible for account management and communications.

3.3 Prohibited Uses. The Platform may not be used for personal, household, or consumer purposes, nor for benchmarking, reselling, or providing competing services, unless expressly permitted in writing by Service Provider.

3.4 Sanctions Compliance. Customer represents that it operates in a jurisdiction not subject to EU, UK, or US sanctions and that none of its owners or Users is a Sanctioned Person (as defined in Section 17.1).

4.1 Account Control. Customer controls account setup, seat allocation, and User-role permissions, and must ensure Users comply with this Agreement.

4.2 Credentials & Access. Customer must keep all credentials, API keys, and webhook tokens secure, use multi-factor authentication where available, and promptly revoke access for departing Users. Customer is responsible for all activities conducted through its accounts, whether authorised or unauthorised.

4.3 Shared Responsibility. Security of the Platform’s underlying infrastructure is Service Provider’s responsibility. Security of Customer’s accounts, Users, credentials, API keys, webhooks, contact lists, and Customer Content is the Customer’s responsibility. Customer acknowledges that misconfiguration, leaked credentials, or misuse of the Platform by Users is entirely the Customer’s responsibility.

4.4 Support Access. Service Provider may access Customer account data only as needed for support or maintenance, subject to confidentiality and the DPA.

4.5 Suspension for Security. Service Provider may suspend access immediately to protect the Platform, other users, or networks (e.g., credential compromise, malware, abuse spikes) and will notify Customer where practicable. Access is restored once resolved to Service Provider’s reasonable satisfaction.

4.6 API and Webhook Security. Customer is responsible for secure configuration of API calls and webhooks, including authentication, webhook-signing, rate-limiting, and monitoring for misuse.

5.1 Service Description. The Services enable multichannel campaigns (email, SMS, WhatsApp where available), audience segmentation, automation, and analytics as described in the Documentation. Marketing materials are informational only and do not form part of this Agreement.

5.2 Dependencies. Delivery and availability depend on third-party networks and Service Providers. Service Provider is not responsible for interruptions or delays caused by those external systems.

5.3 Trials & Betas. Trial, beta, or preview features are provided “AS IS,” may change or end at any time, and may be excluded from service-level commitments. They are for evaluation only and should not be used in production without Customer’s risk assessment. Feedback is handled under Section 11.4.

5.4 Feature Changes. A Material Adverse Change is a modification that materially reduces core paid functionality and prevents intended use. Service Provider will provide reasonable advance notice by email or in-product notice. Customer may terminate affected Services within 30 days of notice if materially impacted. Feature changes that materially affect paid functionality will not increase fees during the then-current term.

5.5 New Modules or Channels. Service Provider may introduce new or optional modules or channels subject to additional terms or pricing.

6.1 Legal Compliance. Customer must comply with the AUP, Channel Policies, Service Provider rules, and all applicable laws governing electronic communications and marketing, including the EU ePrivacy Directive, GDPR, and national consent/opt-out rules. Customer acts as data controller for Customer Content and recipient data.

6.2 Consent & Opt-Out. Customer is responsible for obtaining valid opt-in consent and for providing and honouring opt-out mechanisms (e.g., STOP, UNSUBSCRIBE). Upon Service Provider’s reasonable request, Customer must provide evidence of consent without undue delay.

6.3 Prohibited Content. Customer must not transmit spam, malware, phishing, fraudulent, deceptive, offensive, or otherwise unlawful content; content involving minors or under-age individuals; or content that misrepresents any sender name, address, or number.

6.4 Enforcement. Service Provider may monitor, filter, or block traffic that violates this Agreement or creates deliverability, security, or reputational risk. Where practicable, Service Provider will notify Customer. Repeated or material violations may result in suspension or termination under Section 17.

6.5 Data Sharing with Service Providers. Service Provider may share relevant traffic data or sender information with Service Providers or competent authorities to investigate or mitigate abuse, consistent with data-protection laws.

7.1 Definition. “Customer Content” means any messages, media, templates, contact data, or other materials uploaded or transmitted via the Platform. Personal data within Customer Content is processed under the DPA.

7.2 Processing Basis. Personal data within Customer Content is processed by Service Provider as described in the DPA.

7.3 Ownership and Licence. Customer retains all rights in Customer Content. For the term of this Agreement, Customer grants Service Provider a limited, non-exclusive, royalty-free licence to host, copy, store, transmit, display, and process Customer Content, and to analyse related metadata and usage data solely to: (a) provide, maintain, and secure the Services; (b) comply with law or Service Provider requirements; and (c) operate and improve the Services. Subject to Section 13, Service Provider will treat Customer Content as confidential.

7.4 Customer Warranties. Customer warrants that it has all rights and lawful bases to use Customer Content through the Platform, including any personal data.

7.5 Aggregated/De-identified Data. Service Provider may use aggregated or de-identified data for analytics, quality, and security. Such data will not identify Customer or individuals and will comply with data-protection law.

7.6 Return or Deletion. Upon termination, Customer Content will be handled per Section 17 and the DPA, including any data-return or deletion process.

8.1 Roles and Governance. When processing Customer Personal Data on Customer’s behalf, Service Provider acts as Processor and Customer as Controller, as defined in the GDPR. Processing is governed exclusively by the DPA, which forms part of this Agreement.

8.2 Independent Controller Activities. Service Provider may also process limited personal data as an independent Controller for legitimate purposes such as billing, compliance, and fraud prevention, as described in the Privacy Policy.

8.3 Subprocessors. Service Provider maintains a Subprocessor Register and will provide reasonable advance notice of material changes as described in the DPA.

8.4 Security and Compliance. Technical and Organisational Measures (TOMs), audits, and security incident obligations are set out in the DPA.

8.5 International Transfers. Transfers outside the EEA occur under an Adequacy Decision or the EU Standard Contractual Clauses (and UK/Swiss extensions as applicable).

8.6 Survival. This Section and the DPA survive termination or expiry of the Agreement.

9.1 Scope. “Third-Party Services” or “Channel Providers” include external platforms, networks, and suppliers (e.g., WhatsApp BSPs, email relays) integrated with the Platform. Service Provider has no control over their operation or terms.

9.2 Provider Terms. Use of any Third-Party Service is subject to its own terms, policies, and pricing. Customer is responsible for compliance. Service Provider makes no warranties regarding Third-Party Services.

9.3 Data Flows. Service Provider may transmit Customer Content and related data to Third-Party Services or Service Providers as required for message delivery. Processing by such providers is governed by the DPA (if subprocessors) or by their own terms otherwise.

9.4 Deliverability. Message routing and delivery depend on third-party networks. Service Provider does not guarantee delivery times or inbox placement and is not liable for third-party acts, delays, or outages.

9.5 Integration Changes. Service Provider may modify, suspend, or discontinue integrations if a Third-Party Service changes or becomes commercially unviable. Service Provider may pass through or adjust fees due to external pricing or regulatory changes, giving reasonable notice.

9.6 Force Majeure. Third-party outages constitute events beyond Service Provider’s control under Section 22.4.

10.1 Scope. Fees may include Service subscription and usage-based charges deducted from Customer’s prepaid balance.

10.2 Balance. Customer must maintain sufficient prepaid balance. Usage charges are deducted automatically; insufficient balance may suspend Services until topped up.

10.3 Payments. Payments may be made by credit card as available. Electronic receipts are issued for each top-up and deemed received on issuance. All payments are non-refundable unless required by law.

10.4 Renewal. Subscription plans renew automatically unless cancelled in the Platform account portal before renewal.

10.5 Taxes. Fees exclude VAT, GST, or similar taxes, which are Customer’s responsibility.

10.6 Price Changes. Service Provider may modify pricing or pass through Service Provider or regulatory fee changes with at least 30 days’ notice, unless immediate adjustment is required by law or supplier mandate. Continued use after the effective date constitutes acceptance.

10.7 Arrears. If the account shows a negative balance or unpaid chargeback, Service Provider may suspend or terminate Services and recover amounts due, including reasonable collection costs.

10.8 Disputes. Customer must raise billing disputes within 15 days of invoice; undisputed amounts remain payable.

10.9 Currency. All payments are made in the currency shown in the account; conversion or bank fees are borne by Customer.

10.10 Survival. Payment obligations survive termination.

11.1 Ownership. Except for rights expressly granted, all intellectual-property rights in the Platform, software, interfaces, Documentation, and related materials remain Service Provider’s exclusive property.

11.2 Licence Grant. For the term of this Agreement, Service Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Platform per these Terms and the Documentation.

11.3 Restrictions. Customer must not copy, modify, reverse-engineer, or create derivative works based on the Platform or use Service Provider’s trademarks without written consent.

11.4 Feedback. Customer may provide feedback or suggestions (“Feedback”), which Service Provider may use freely without restriction or attribution.

11.5 Open-Source Software. Open-source components, if any, are licensed under their own terms as identified in the Documentation. Service Provider disclaims all warranties for such OSS.

11.6 Relation to Customer Content. Ownership of Customer Content is governed by Section 7.

11.7 Survival. This Section survives termination.

12.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked or should reasonably be understood as confidential, including business, technical, financial, and customer data, and the terms of this Agreement.

12.2 Obligations. Each party must protect the other’s Confidential Information using reasonable care and use it only to perform this Agreement. Disclosure is limited to personnel or subprocessors bound by equivalent obligations.

12.3 Exceptions. Confidential Information does not include information that is public, independently developed, rightfully received from a third party, or required by law to be disclosed.

12.4 Required Disclosure. If disclosure is legally required, the Receiving Party shall, where permitted, provide prompt notice to allow protective measures.

12.5 Service Provider Regulatory Disclosures. Service Provider may disclose limited information to Service Providers or authorities to investigate abuse, fraud, or security incidents, in accordance with law.

12.6 Return or Deletion. Upon termination or written request, each party must return or securely delete the other’s Confidential Information unless retention is required by law.

12.7 Remedies. Unauthorised disclosure may cause irreparable harm; the injured party may seek equitable relief.

12.8 Personal Data. Confidentiality of personal data is governed by the DPA.

12.9 Survival. This Section survives termination for 5 years or indefinitely for trade secrets.

13.1 Performance. Service Provider will provide the Services in a professional, workmanlike manner consistent with industry practice.

13.2 Disclaimer. Except as expressly stated, the Services are provided “AS IS” and “AS AVAILABLE.” Service Provider disclaims all implied warranties, including merchantability, fitness, and non-infringement.

13.3 Compliance Responsibility. Customer is solely responsible for determining whether the Services meet its legal and compliance needs.

13.4 Updates. Service updates or modifications do not constitute a breach of warranty.

13.5 Survival. This Section applies to the fullest extent permitted by Irish law and survives termination.

14.1 Customer Indemnity. Customer will defend and indemnify Service Provider against third-party claims arising from: (a) Customer Content; (b) violation of the AUP, consent, sender-ID, or export rules; (c) breach of these Terms; or (d) data-subject or regulator claims regarding Customer’s processing of personal data.

14.2 Service Provider IP Indemnity. Service Provider will defend and indemnify Customer against claims alleging the Platform infringes intellectual-property rights, excluding claims based on Customer Content, unauthorised combinations, or third-party/OSS components.

14.3 Remedies. Service Provider may (i) obtain rights for continued use, (ii) modify or replace the Service, or (iii) terminate the affected Service with a pro-rata refund.

14.4 Procedure. The indemnified party must promptly notify the other and cooperate reasonably.

14.5 Limitations. Indemnities are subject to Section 15, except for wilful misconduct or fraud. Indemnification obligations are not subject to the liability cap in Section 15 except where mandatory law requires otherwise.

14.6 Survival. This Section survives termination.

15.1 Exclusion of Certain Damages. Neither party is liable for indirect, consequential, or punitive damages or lost profits, even if advised of the possibility.

15.2 Aggregate Cap. Except for payment and indemnity obligations, each party’s total liability will not exceed Fees paid in the 12 months preceding the claim.

15.3 Carve-outs. These limits do not apply to fraud, gross negligence, intentional misconduct, AUP violations, IP infringement, or confidentiality breaches.

15.4 Data Protection. DPA-related claims follow these same limits unless mandatory law provides otherwise.

15.5 Sole Remedies. Service credits under the SLA/Support Policy are the Customer’s sole remedy for downtime or performance issues.

15.6 Survival. This Section survives termination.

16.1 Term. This Agreement continues from the Effective Date until terminated as set out below.

16.2 Termination for Cause. Either party may terminate for material breach not cured within 30 days of written notice.

16.3 Termination for Convenience. Customer may terminate its account at any time through the Platform account portal. Service Provider may terminate this Agreement for convenience with 30 days’ written notice. This clause does not entitle the Customer to a refund of prepaid Fees.

16.4 Suspension or Immediate Termination. Service Provider may suspend or terminate for non-payment, legal breach, or sanctions obligations, with notice where practicable.

16.5 Effect of Termination. On termination, Customer must cease use of the Services. Accrued obligations remain payable.

16.6 Data Export and Deletion. Upon Customer’s request within 30 days of termination, Service Provider will make Customer Content and Customer Personal Data available for export through standard tools unless prohibited by law or security obligations. After that period, Service Provider will delete such data in accordance with the DPA and Retention Policy, subject to any statutory record-keeping requirements.

16.7 Legal Retention and Disclosure. Service Provider may retain and disclose information as required to comply with legal obligations or law-enforcement requests.

16.8 Notices. Termination or suspension notices may be delivered by email to the registered account contact or via the Platform’s in-product notifications.

16.9 Survival. Sections relating to payment, confidentiality, intellectual property, liability, indemnities, and data protection survive termination.

17.1 Sanctions and Export Compliance. Customer represents and warrants that neither it nor any party that owns or controls it is (i) a person or entity designated on, or owned or controlled by a person designated on, any applicable EU, UK, US (OFAC SDN List), or UN Security Council sanctions list (a “Sanctioned Person”); and (ii) will use the Services only in compliance with EU, UK, and US export-control laws (including the US Export Administration Regulations and EU Regulation 2021/821). Customer will immediately notify Service Provider if it becomes a Sanctioned Person or is otherwise unable to comply with this Section. Service Provider may suspend or terminate the Services immediately upon learning of such breach under Section 16.

17.2 Anti-Corruption. Each party will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act (FCPA), and any local equivalents. Each party represents that it has and will maintain policies and controls reasonably designed to prevent bribery, corruption, and facilitation payments in connection with the Services. Breach of this Section constitutes a material breach of the Agreement.

18.1 Customer Assignment. Customer may not assign, delegate, or transfer this Agreement or any rights or obligations under it without Service Provider’s prior written consent, which will not be unreasonably withheld. Customer may, with 30 days’ prior written notice, assign this Agreement to (a) an Affiliate, or (b) a successor resulting from merger, acquisition, or change of control, provided the assignee is not a direct competitor of Service Provider and agrees in writing to be bound by this Agreement.

18.2 Service Provider Assignment. Service Provider may assign or transfer this Agreement, in whole or in part, to an Affiliate or in connection with a corporate reorganisation or sale of business, and may subcontract performance of the Services. Service Provider remains responsible for the acts and omissions of its subcontractors and subprocessors in accordance with the DPA.

18.3 Binding Effect. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

19.1 Right to Update. Service Provider may modify these Terms and any incorporated policies (including the AUP, DPA, SLA/Support Policy, and any Service-specific Appendix) to reflect legal, regulatory, technical, or business developments.

19.2 Notice of Material Changes. Service Provider will notify Customer of any material change (meaning a change that materially reduces the functionality of the Services or materially increases Customer’s obligations) at least 30 days before the effective date, by email or Platform notice.

19.3 Customer Rights. If a material change materially and adversely affects Customer’s rights and Customer objects in writing within that 30-day notice period, Customer may terminate the affected Services as of the change’s effective date and receive a pro-rata refund of prepaid, unused Fees.

19.4 Continued Use. Continued access to or use of the Services after the effective date constitutes acceptance of the updated Terms.

19.5 Publication and Versioning. The current version of these Terms and incorporated policies is always available at [legal hub URL]. Changes apply prospectively only and do not affect disputes or obligations that arose before the effective date.

20.1 Form of Notice. All notices and communications under this Agreement must be delivered electronically—either (a) by email, or (b) through the Platform’s in-product notification system. The parties agree that these electronic methods constitute written notice for all contractual and legal purposes.

20.2 Contact Details.
• For Service Provider – Legal notices: legal@didww.com; Data-protection notices: dpo@didww.com.
• For Customer – the primary email address specified in its account profile or as later updated through the Platform.

20.3 Delivery and Acknowledgement. Each party will maintain systems capable of confirming delivery or access. Either party may request written acknowledgement for legal or termination notices. Notices posted in the Platform account remain accessible for at least 30 days.

20.4 Updates. Each party must keep its notice details current. If a notice cannot be delivered because a party failed to update its contact information, delivery through the Platform account will constitute sufficient notice.

20.5 Scope. All legal, termination, and breach notices must follow this Section.

21.1 Governing Law. This Agreement and any dispute or claim (including non-contractual obligations) arising out of or in connection with it are governed by and construed in accordance with the laws of Ireland, excluding its conflict-of-laws rules.

21.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the courts of Ireland, which have jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

22.1 Entire Agreement; Interpretation. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, whether oral or written. Headings are for convenience only and have no legal effect.

22.2 Severability; No Waiver. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. No failure or delay in enforcing any right constitutes a waiver.

22.3 Relationship. The parties are independent contractors and nothing in this Agreement creates a partnership, agency, or joint venture.

22.4 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including failures of third-party networks or providers). The affected party will use reasonable efforts to mitigate and resume performance.

22.5 Publicity. Service Provider may include Customer’s name and logo in customer lists, case studies, or marketing materials for identification purposes only and not to imply endorsement. Service Provider will follow Customer’s reasonable brand-use guidelines if provided. Customer may opt out at any time by written notice.

22.6 Support Policy. Support services and availability commitments apply only if a Support Policy is published or expressly included in the Customer’s plan. No additional service levels, remedies, or warranties are provided under these Terms.