Clear Terms for a Connected Prospecting Platform.

About These Terms

Prospexto™ is a B2B prospect-intelligence platform operated by The Digital Takeover®. For legal identification, The Digital Takeover® is a trading name of John Thompson.

In these Terms, “Supplier”, “we”, “us” and “our” mean that legal contracting party. “Customer”, “you” and “your” mean the business, organisation or business user named in the Order.

Business Customers and Authority

Prospexto™ is designed and supplied for business and professional use. By ordering or using the paid platform, you confirm that you are acting wholly or mainly for purposes relating to your trade, business, craft or profession.

If you accept these Terms for an organisation, you confirm that you have authority to bind it. The organisation is responsible for the acts and omissions of its authorised users.

We do not offer Prospexto™ to consumers under these business Terms unless we expressly agree otherwise in writing and provide any consumer-specific information required by law. Nothing in these Terms removes statutory rights that cannot lawfully be excluded.

Minimum age

Users must be at least 18 years old and legally capable of entering a binding contract.

Orders and Contract Formation

The current access options, fees, billing frequency, minimum commitment, renewal position and material inclusions are presented through the Prospexto™ pricing funnel or another written quotation or order page (the “Order”).

Your submitted Order is an offer to purchase. A contract is formed when we issue written acceptance, confirm payment, or activate paid access—whichever happens first.

The contract consists of, in order of priority where there is a conflict:

1. any signed or expressly accepted Order-specific terms;
2. any applicable Data Processing Addendum for regulated processing;
3. these Terms; and
4. the Privacy Policy, which explains our own processing of personal data but is not intended to vary the commercial contract.

Marketing descriptions do not override an Order or these Terms unless expressly incorporated into the contract.

Platform Licence and Access

Subject to payment and compliance with the contract, we grant the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence to access and use the contracted Prospexto™ services for its internal business purposes during the applicable access period.

Access is for the number and type of users stated in the Order. A single-user licence must not be shared. Team access may be used only by authorised personnel within the purchasing organisation unless the Order expressly permits client or third-party use.

No licence grants access to source code, underlying prompts, proprietary workflows, infrastructure credentials, model accounts, development tools or administrative systems unless an Order expressly identifies them.

Usage limits

Reasonable technical, rate, storage, AI-usage or fair-use limits may apply where stated in the Order, platform or documentation. We may protect service stability against abnormal, abusive or automated use, but will not reduce a paid Customer’s core contracted entitlement arbitrarily.

Fees, Billing, Renewal and Cancellation

Fees, taxes, billing dates and payment frequency are those displayed and accepted in the Order. Prices include or exclude VAT and other taxes as stated at checkout. The Customer is responsible for applicable taxes not collected by us.

Where an Order is recurring, it renews only as disclosed before purchase. The Order must state the billing frequency, any minimum term, the next charging basis and how to cancel. You authorise the payment provider to take the disclosed recurring payments until cancellation takes effect.

You may prevent a future renewal through the cancellation method stated in the Order or account. If no self-service route is available, send written notice through the official Contact page before the next billing date. Cancellation stops future renewals but does not normally refund a period already supplied, except where the Order, these Terms or applicable law provides otherwise.

We may suspend paid access following a failed or reversed payment after giving reasonable notice where practicable. Outstanding sums remain due.

Price changes

We may change recurring prices by giving reasonable advance notice. A change will apply no earlier than the next renewal after the notice period, and you may cancel before it takes effect. We will not retrospectively change an amount already paid for a fixed access period.

Lifetime, Ownership or Similar Offers

If an Order uses words such as “lifetime”, “ownership”, “own” or similar, the exact legal scope, duration, supplied components, hosting position, support entitlement and third-party costs must be defined in that Order.

Unless the Order expressly identifies specific transferable assets, such wording grants a continuing contractual licence to use the supplied Prospexto™ access or components; it does not transfer copyright, source code, trade marks, confidential methods, domains, hosting accounts, AI-provider accounts, third-party services or ownership of the wider Prospexto™ platform.

Where “lifetime access” is offered without a different written definition, it means access for as long as the relevant Prospexto™ product remains commercially operated and technically supportable. It does not guarantee that every current feature, integration, model or third-party service will remain available indefinitely.

Hosting, domains, third-party integrations, usage-based services, AI consumption, future upgrades and support may involve separate costs where clearly stated before purchase.

Accounts and Security

The Customer must provide accurate registration information, maintain authorised user details, keep credentials confidential and use appropriate security controls. Credentials must not be shared outside the permitted licence.

You must notify us promptly if you suspect unauthorised access, credential compromise or misuse. You are responsible for activity carried out through your account to the extent caused by your users, systems or failure to protect credentials.

We may require password resets, additional verification or temporary restrictions where reasonably necessary to protect accounts, personal data, other users or platform integrity.

Acceptable Use

You must use Prospexto™ lawfully, responsibly and only for legitimate business purposes. You must not:

• use the platform for unlawful, deceptive, discriminatory, harassing or harmful activity;
• upload data that you have no lawful right to collect, use or disclose;
• circumvent security, access controls, rate limits or technical restrictions;
• introduce malware, probe vulnerabilities or interfere with service availability;
• reverse engineer, scrape, copy or extract the platform, proprietary database structure or confidential workflow except where a right cannot lawfully be restricted;
• resell, rent, sublicense or provide unauthorised bureau access;
• use outputs to impersonate people, misrepresent identity or send unlawful communications; or
• use the platform to make solely automated decisions producing legal or similarly significant effects about individuals.

We may investigate suspected misuse and take proportionate protective action.

Customer Data and Instructions

As between the parties, the Customer retains its rights in information, campaign inputs, notes, prospect records and other content it lawfully submits to the platform (“Customer Data”).

The Customer grants us and our authorised providers the limited rights necessary to host, copy, transmit, analyse, secure and otherwise process Customer Data to provide, maintain and support the contracted service.

The Customer is responsible for the accuracy, lawfulness, quality and minimisation of Customer Data, its instructions and its users’ activity. Do not upload special-category data, criminal-offence data, children’s data or highly sensitive confidential information unless we have expressly agreed the processing and appropriate safeguards in writing.

We may use aggregated or genuinely anonymised information that no longer identifies the Customer or any individual to monitor performance, secure and improve the platform, and understand general usage patterns.

Data Protection Roles and Privacy

Each party must comply with applicable data protection law, including the UK GDPR and Data Protection Act 2018.

We act as an independent controller for account administration, billing, security, support, service analytics and our own legal obligations, as explained in the Prospexto™ Privacy Policy.

The Customer will ordinarily be the controller of personal data it chooses to collect, upload, assess or use for prospecting. Where we process that personal data solely on the Customer’s documented instructions as a processor, an Article 28-compliant Data Processing Addendum must apply. The Customer should not upload regulated prospect personal data until the applicable processing terms are in place.

Authorised sub-processors and international transfer safeguards will be addressed in the applicable privacy and processing documentation. Nothing in these Terms relieves either party of its direct legal responsibilities.

Prospecting and Outreach Compliance

Prospexto™ supports research, organisation and workflow decisions. The Customer determines whether, why and how to contact a prospect and is responsible for the lawfulness of its marketing and sales activity.

Before using prospect information or beginning outreach, the Customer must assess and comply with all applicable requirements, including where relevant:

• a valid UK GDPR lawful basis and fair, transparent processing;
• privacy information for people whose details came from public or third-party sources;
• PECR rules for email, text, direct messages, calls and other electronic communications;
• the different treatment of companies, sole traders and certain partnerships;
• TPS, CTPS and internal do-not-contact screening for relevant calls;
• consent or soft opt-in rules where applicable;
• clear sender identity and required contact information; and
• objections, withdrawals, opt-outs and suppression lists.

Public availability of a person’s business contact details does not by itself amount to consent for direct marketing.

Public Information and Third-Party Services

Prospexto™ may organise or display information from public websites, Companies House, social platforms, mapping services, technical tools, customer inputs and other third-party sources. That information can be incomplete, delayed, changed, duplicated or inaccurate. The Customer must verify material information before relying on it.

The platform may depend on hosting providers, payment processors, AI providers, APIs, public registers, communications providers and other third-party services. Their availability, terms, limits and outputs are outside our complete control.

We may replace, modify or remove an integration where reasonably necessary because of provider changes, security, legality, quality or commercial viability. Where that materially reduces a paid core service, we will take reasonable steps to provide notice, an alternative or another appropriate remedy.

Third-party websites and services may have their own terms and privacy notices, which the Customer is responsible for reviewing where it uses them directly.

Artificial Intelligence and Human Review

Prospexto™ uses AI-supported processes to organise information and assist qualification, opportunity assessment, outreach planning and execution. AI outputs may be incorrect, incomplete, outdated, inconsistent or unsuitable for a particular situation.

Outputs are decision support, not legal, financial, regulatory or other professional advice. The Customer remains responsible for checking source information, applying human judgement, correcting errors and deciding whether to act.

The Customer must not represent an AI output as verified fact without appropriate review. Prospexto™ does not authorise the Customer to make unlawful automated decisions about individuals or to infer sensitive characteristics.

Models, prompts, providers and evaluation methods may change as the platform is developed, subject to the Customer’s contracted core entitlement.

Intellectual Property and Feedback

All rights in Prospexto™, including its software, source code, interfaces, workflows, prompts, methods, documentation, branding, trade marks, designs, reports, database structures and platform content, belong to us or our licensors. Except for the express licence in clause 4, no rights are transferred.

The Customer may use platform outputs for its lawful internal business purposes and permitted outreach, subject to third-party rights, data protection law and the applicable Order.

If the Customer voluntarily provides suggestions or feedback, we may use it to improve Prospexto™ without restriction or payment, provided we do not publicly identify the Customer or disclose its confidential information without permission.

Availability, Maintenance and Support

We aim to operate a reliable and secure platform but do not promise uninterrupted or error-free access. Planned maintenance, emergency work, internet failures, third-party outages, security events and circumstances beyond reasonable control may affect availability.

We may update and improve the platform. We will not intentionally remove the substance of a paid core entitlement during a fixed paid period without a reasonable commercial or legal reason and an appropriate response.

Support channels, hours, response targets and included assistance are those stated in the Order or current support documentation. Unless expressly agreed, support does not include bespoke development, campaign management, legal compliance review, sales execution or guaranteed resolution within a fixed time.

No Guarantee of Commercial Results

Prospexto™ provides research support, workflow structure and operational visibility. It does not guarantee data completeness, prospect suitability, responses, leads, meetings, contracts, revenue, savings or sales.

Results depend on matters outside the platform’s control, including target-market selection, source information, user judgement, offer quality, pricing, message, timing, channel, reputation, market conditions and human follow-up.

Subject to express contractual commitments and rights that cannot be excluded, the Customer is responsible for determining whether Prospexto™ is suitable for its intended business use.

Liability

Nothing in the contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of obligations that cannot lawfully be limited, or any other liability that cannot be excluded under applicable law.

Subject to the paragraph above, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, opportunity or contract, arising from the contract.

Subject to the first paragraph of this clause, our total aggregate liability arising out of or in connection with the contract—whether in contract, tort including negligence, misrepresentation, restitution, statutory duty or otherwise—will not exceed the total fees paid or payable by the Customer for the affected Prospexto™ services during the 12 months immediately before the event giving rise to the claim. If the event occurs during the first 12 months, the cap is the fees paid or payable from the contract start date to that event.

The exclusions and cap apply only to the extent permitted by law and subject to any applicable requirement of reasonableness.

Each party must take reasonable steps to mitigate loss. Nothing makes us responsible for unlawful Customer Data, unlawful outreach, Customer instructions, unverified use of outputs or changes made outside our systems.

Suspension, Termination and Data Exit

Either party may terminate in accordance with the Order. Either party may terminate for a material breach not remedied within 14 days after written notice, where the breach can be remedied. We may suspend immediately where reasonably necessary to address security, unlawful use, non-payment, serious misuse or risk to people, data, providers or the platform.

We may terminate immediately for fraud, deliberate security interference, unlawful activity or an irremediable material breach. A Customer may terminate if we permanently discontinue the contracted service without a reasonable alternative, subject to any proportionate refund for a prepaid unused period.

On termination, the licence ends and the Customer must stop using the platform, except where an Order expressly grants continuing access. Accrued payment obligations and clauses intended to survive remain effective.

The Customer should export information it reasonably needs before access ends. Customer Data may then be deleted or anonymised in accordance with the Privacy Policy, applicable DPA, legal retention duties and backup cycles. We do not guarantee recovery after deletion.

Changes to These Terms

We may update these Terms for future Orders and renewals. The version accepted at contract formation applies during a fixed paid term unless a change is required by law, regulation, security or a third-party dependency, or is beneficial and does not materially reduce the Customer’s rights.

We will give reasonable notice of a material adverse change to an ongoing paid contract. Unless urgent legal or security action is required, the change will take effect at the next renewal or another date stated in the notice, and the Customer may cancel before it takes effect.

Continued use alone will not be treated as acceptance of a material adverse change where applicable law or the contract requires express agreement.

General Legal Terms

Confidentiality

Each party must protect the other’s non-public business, technical and commercial information and use it only for the contract, except where disclosure is authorised or required by law. This does not cover information already lawfully known, public through no breach, independently developed or lawfully received from another source.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding the Customer’s obligation to pay amounts already due. The affected party must take reasonable steps to reduce the effect.

Assignment

The Customer may not assign or transfer the contract without our prior written consent, not to be unreasonably withheld in a genuine business reorganisation. We may assign the contract as part of a sale, transfer or reorganisation of Prospexto™ or the relevant business, provided this does not materially reduce the Customer’s contractual rights.

Entire agreement and reliance

The contract is the entire agreement concerning its subject matter and replaces earlier discussions or representations, without excluding liability for fraud or fraudulent misrepresentation.

Severability, waiver and third-party rights

If a provision is unenforceable, it will be adjusted or removed only to the minimum extent necessary, and the remainder continues. Delay in enforcing a right is not a waiver. No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 unless the Order expressly states otherwise.

Notices

Contract notices must be sent to the account email or legal contact details most recently notified by the relevant party. Notices concerning breach, termination or legal claims should be sent in a durable written form capable of being retained.

Governing law and jurisdiction

The contract and any non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes between business customers and the Supplier, subject to any mandatory law that applies.