Clear Terms for a Connected Business Development Platform.

About These Terms

These Terms govern your business use of Prospexto™, the connected business development platform operated under The Digital Takeover® brand. The platform brings prospect discovery and qualification, opportunity intelligence, outreach workspaces, execution tools, reporting and Prospexto CRM together in one system. Features are available according to your active subscription, account permissions and the functionality released for your deployment.

In these Terms, “Supplier”, “we”, “us” and “our” mean the contracting party identified above. “Customer”, “you” and “your” mean the business or organisation that purchases or uses Prospexto. “Authorised User” means an individual the Customer permits to access its account under its subscription.

“Prospexto Platform” means the unified service and its included workspaces, including Qualification, Opportunity Intelligence, Email Outreach, Cold Calling, Direct Mail, Prospexto CRM, Execution, reporting and AI assistance, to the extent each feature is released and included in the Customer’s active plan. These are connected parts of one platform and are not separate subscriptions unless a written Order expressly says otherwise.

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 Prospexto subscription, billing options, fees, included platform access, monthly credit allowance and material limitations are presented at checkout or in a written quotation (the “Order”). The Order and these Terms together describe the Customer’s subscription.

Unless an Order expressly states otherwise, a Prospexto subscription provides access to the complete platform plan shown at checkout. The included workspaces are parts of the same system; they are not separate products or separately billed subscriptions. Any user allowance, deployment method, optional service or separately priced item will be identified in the Order before purchase.

At the date of these Terms, the published Complete plan is offered at £199 per month or £1,990 paid annually. The annual price is charged once per year; £165.83 is a monthly equivalent for comparison, not a monthly instalment. Both billing options include the same platform access and 1,000 shared AI credits per monthly allowance period. Prices exclude VAT where applicable. The checkout shown to the Customer at purchase controls the price and payment details for that Order.

Your submitted Order is an offer to purchase. A contract is formed when we accept the Order, confirm payment or activate paid access, whichever occurs 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;
3. these Terms; and
4. the Privacy Policy, which explains our own processing of personal data and does not vary the commercial terms.

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 right to access and use the Prospexto Platform for its internal business purposes during the subscription term.

The subscription covers the included workspaces and shared platform services described in the Order. A prospect record may move through the connected workflow, from discovery and qualification to the appropriate outreach, follow-up, execution and CRM activity, subject to the Customer’s settings, permissions and available features. The subscription does not grant access to source code, infrastructure credentials, model-provider accounts, development tools or administrative systems.

Access is limited to the number and type of users stated at checkout. Each user must use their own authorised credentials; accounts and credentials must not be shared outside the permitted user allowance. The Customer is responsible for its Authorised Users and for activity carried out through its account.

Access is provided through the deployment method identified for the Customer’s account or Order. Where a WordPress plugin deployment is supplied, the Customer may install and use the supplied plugin only for the authorised Prospexto account and in accordance with its licence and technical requirements. The Customer must not copy, redistribute or resell the plugin or use it to provide unauthorised third-party access.

Usage limits

Reasonable technical, rate, storage, user and fair-use limits may apply where stated in the Order, account or documentation. We may take proportionate steps to protect service stability, security and other customers from abnormal, abusive or automated use. We will not arbitrarily remove the Customer’s paid core entitlement during a paid term.

Fees, Credits, Billing, Renewal and Cancellation

The subscription price, billing frequency, renewal date and payment terms are shown at checkout and in the Order. At the date of these Terms, the published Complete plan is £199 per month or £1,990 paid annually. Prices exclude VAT where applicable. The Customer pays the price and taxes stated at its checkout.

Monthly and annual subscriptions provide the same included platform access and 1,000 shared AI credits for each monthly allowance period. For an annual subscription, the £1,990 fee is paid annually; credits are still allocated monthly and are not issued as 12,000 credits upfront. The 1,000-credit allowance is shared across eligible AI operations throughout the Prospexto Platform, rather than assigned separately to each workspace.

Credit use and additional credits

Before an AI operation is started, the platform will show or otherwise identify its credit charge. Charges may differ by operation and may change for future use as described below. The account records credit usage. If an operation fails, any credit adjustment will follow the in-product credit policy displayed for that operation or account.

Included monthly credits are an in-platform usage allowance, have no cash value, cannot be transferred to another organisation and do not roll over into a later allowance period unless the Order expressly says otherwise. Any unused included balance expires at the end of its monthly allowance period. Additional purchased credits are separate from the included monthly allowance; their quantity, price, permitted uses and expiry or refund terms will be displayed before purchase. Credits cannot be redeemed for cash and consumed credits are not refundable, except where required by law or stated in the purchase terms.

We will not retrospectively remove paid unused purchased credits. We may change the credit charge for future operations where provider costs or service design materially change, giving reasonable notice through the platform or account. A change will not alter credit charges for an operation already completed.

Recurring billing and cancellation

A monthly subscription is charged monthly. An annual subscription is charged once per year for the annual term. A subscription renews only as disclosed at checkout. You authorise the payment provider to collect the disclosed recurring payment until cancellation takes effect.

You may cancel future renewal using the method shown in your account or Order. If no self-service method is available, send written notice to team@thedigitaltakeover.com before the next renewal date. Cancellation prevents the next renewal but does not ordinarily refund the current paid term or unused included credits, except where the Order or applicable law provides otherwise. The checkout must state when cancellation takes effect and any applicable notice deadline.

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

Price changes

We may change subscription prices for future renewals by giving reasonable advance notice. A change will apply no earlier than the next renewal after that notice, and the Customer may cancel before it takes effect. We will not retrospectively change an amount already paid for a fixed subscription term.

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.

Only connect external mailboxes, calendars or other services that are expressly supported and which you are authorised to use. You are responsible for granting appropriate permissions, using provider-supported credentials and protecting passwords, app passwords, access tokens and private calendar-feed links. A private feed link permits access to its calendar data; share it only with authorised services and rotate it if compromised. Revoke connections when access is no longer appropriate.

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;
• send unlawful spam, bypass unsubscribe or suppression controls, falsify sender identity, or evade an email provider’s abuse policies or sending restrictions;
• use calling features in breach of applicable direct-marketing, telemarketing, recording, consent or suppression requirements; 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, email drafts and messages, reply threads, sender details, templates, tasks, calendar entries, CRM records, call plans, schedules, conversation outcomes, recordings or transcripts where enabled, 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, Data Protection Act 2018 and those laws as amended by the Data (Use and Access) Act 2025.

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.

Data protection complaints

Individuals may raise a data protection complaint through the official Contact page or the privacy contact stated in our Privacy Policy. We will acknowledge a complaint within 30 days, take appropriate steps to investigate it without undue delay, keep the complainant informed where appropriate and communicate the outcome, as required by applicable law.

Prospecting and Outreach Compliance

Prospexto™ supports research, organisation and workflow decisions, including Direct Mail, Cold Calling and Email Outreach execution. The Customer determines whether, why and how to contact a prospect, whether a call is made by a human or an AI-assisted voice agent, 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.

Direct mail

Postal marketing does not generally require consent under PECR, but the Customer must still identify and document an appropriate lawful basis when personal data is used, provide required privacy information and stop postal marketing when an individual objects. Unless an Order expressly includes fulfilment, the Customer remains responsible for address accuracy, suppression checks, letter content, printing, postage, delivery arrangements and any third-party mailing provider.

Email Outreach

The Customer must distinguish corporate subscribers from individual subscribers before sending electronic marketing. Under UK PECR, unsolicited marketing emails to individual subscribers, including sole traders and certain partnerships, require consent or a valid applicable soft opt-in. The equivalent consent requirement does not apply to corporate subscribers, but UK GDPR duties still apply where personal data is used. Different jurisdictions may impose additional requirements.

Every marketing email must identify the sender and provide a valid contact address for opting out. As a condition of using Email Outreach, the Customer must promptly honour unsubscribe requests and direct-marketing objections, maintain appropriate suppression records and screen new or imported lists against them. Re-importing or exporting a record must not be used to bypass an opt-out. An unsubscribe link or an outreach-approved qualification result does not, by itself, establish a lawful basis or permission to send.

The Customer approves its recipients, claims, content, sending account, schedule and sequence activation. An activated sequence may send follow-ups automatically within its configured settings. Reply capture and scheduled operations depend on working connections and scheduled processing; delays or failures may postpone capture and automatic stopping. The Customer must monitor its campaigns and pause sending if reply capture or suppression processing is not operating correctly.

A sent status indicates acceptance by the sending service, not guaranteed delivery or inbox placement. Authentication checks do not guarantee that a message will avoid spam filtering. Reply synchronisation is periodic and may be delayed by mailbox providers, connection failures or service outages.

Cold calling and AI-assisted voice calling

Where the Customer uses Prospexto Cold Calling, the Customer remains responsible for the legal basis and compliance of each calling campaign, including TPS and CTPS screening where applicable, internal suppression lists, caller identification, call timing, scripts and required disclosures. The Customer must distinguish live calls made by a person from automated calls that play a recorded or synthetic voice message. Automated marketing calls may require specific prior consent that identifies the automated-call method; consent to receive a live call is not necessarily sufficient. The Customer must not use an automated or AI-assisted voice workflow unless it has confirmed that the applicable consent, disclosure and other legal requirements are met.

If call recording or transcription is enabled through a connected provider, the Customer is responsible for determining whether recording is lawful, providing any required notice, limiting access to the resulting data and applying appropriate retention and deletion controls. Prospexto™ does not itself determine whether a particular call may lawfully be made or recorded.

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 sources. Information can be incomplete, delayed, changed, duplicated or inaccurate. The Customer must verify material information before relying on it.

The Prospexto Platform may rely on hosting, payment processing, AI model, communications, mailbox, telephony, voice, public-register, security and other infrastructure or service providers. Their availability, terms, limits and outputs are outside our complete control. Prospexto CRM is the platform’s included CRM workspace. External CRM connections are not included unless a specific connector is expressly listed in the Customer’s Order.

We may replace, modify or remove a third-party service where reasonably necessary because of provider changes, security, law, quality or commercial viability. If this materially reduces a paid core service, we will take reasonable steps to give notice and provide an alternative or another appropriate remedy.

Third-party websites and services may have their own terms and privacy notices. The Customer must review and comply with them when it uses those services directly or authorises Prospexto to connect to them.

Authorised connections and service providers

Any connection expressly supported in the Customer’s account requires an eligible provider account, the permissions requested and correct configuration. Provider charges, account restrictions, quotas, filtering, token expiry and API changes may affect the connected function. A third-party subscription is not included unless the Order expressly says so.

The Customer must check the destination, information shared and permissions granted before authorising a connection or export. Disconnecting a service does not necessarily remove data already transferred to that provider; the Customer must manage those copies with the provider.

Artificial Intelligence and Human Review

Prospexto uses AI-supported processes to assist with prospect research and qualification, opportunity assessment, outreach planning, follow-up, execution and CRM workflows. Ask Prospexto AI and other AI features may use information available to the Customer in the relevant workspace and information the Customer is authorised to access. The answer may not reflect every record, recent change or connected service. 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.

AI-generated or AI-assisted emails, replies, letters, offers, scripts, claims, calling instructions and outreach content must be reviewed and approved by the Customer before use. The Customer must verify factual statements, remove unsupported or misleading claims, confirm names and contact details, and ensure the final communication is lawful and appropriate for its intended recipient.

Inbox classifications, interest assessments and suggested replies are assistance and may misinterpret a message or its context. Saving an AI draft or reviewing a conversation does not itself authorise an email to be sent. The Customer must review the final message before sending or approving it for an automated sequence; activating a sequence authorises sending under its selected settings.

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, live calling services, managed email outreach or guaranteed resolution within a fixed time.

Training materials, playbooks and templates provide general guidance. The Customer remains responsible for adapting them to its offer, audience and legal obligations; training does not guarantee campaign results.

No Guarantee of Commercial Results

Prospexto™ provides research support, workflow structure and operational visibility. It does not guarantee data completeness, prospect suitability, call connections, email delivery or inbox placement, accurate reply classification, 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.