Last updated November 17, 2020
These terms and conditions ("Terms") together with any related order forms or purchase orders (“Order Forms”) form a legal agreement between you ("you" or "Customer") and Deftop PLC, a company registered in Estonia (No. 14774640) relating to your use of the prototype-based software development services provided via the website www.deftop.com (“Website”), including all related content and services made available on that website (the "Services").
By using the Services, you agree to these Terms. If you do not agree to these Terms, you should not proceed to use the Services.
Updates: From time to time we may automatically update our Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. If you choose not to agree to any additional terms which apply to such update or new service, you may not be able to continue using the Services.
Changes to Terms: We may need to change these Terms to, by way of example, reflect changes in law or best practice or to deal with additional features, services, subscriptions or applications which we introduce. Where the changes increase your obligations or limit your rights we will give you notice in advance of such changes by sending you an email (if we have an email address on record) or by notifying you of a change when you next log-in as applicable. If you do not accept the notified changes, you must let us know immediately in writing by emailing us at the address set out in section 11 “Contact” of these Terms. In such case, you will not be permitted to continue to use the Services. If you have paid for a subscription account, you may apply for a refund in respect of fees paid for such period after cancellation.
Websites and Applications You Link To: The Website may contain links to other independent third-party websites and applications ("Third-party Sites"). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their terms (if any). You will need to make your own independent judgment regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.
In order to use our Services, you must be 18 or over or 13 or older with consent from a parent or guardian to your use of our Services and consent to these Terms and be resident in a country from which the Services are accessible.
You must always provide accurate and up to date information. Please note that the email address you provide when you create your account will be used by us to contact you as required under these Terms. You must let us know as soon as possible if any such information becomes out of date.
You must not disclose any user name, password or other piece of information used as part of our security procedures. Such information is to be treated as confidential. If you suspect that anyone other than you know your user name or password, you must promptly notify us.
You are responsible for any use of the Services which occurs under your account, whether by you or another person.
In order to use the Services you must have an account with one of the prototyping tools specified on the Website (“Prototyping Tools”). You must ensure you have the necessary licences to use the Prototyping Tools including uploading any content to the Services via the Prototyping Tools. Deftop shall not be responsible for any losses suffered by you as a result of the use of such Prototyping Tools or for the acts or omissions of the providers of any Prototyping Tools or any other third party applications.
You can import any mobile, tablet or desktop prototype (“Prototype”) via the Prototyping Tool for use with the Services. You must have all permissions and licences required to import the Prototype on the Website and to use the Prototype with the Services.
Access to Service. In return for you agreeing to comply with these Terms, and the payment of any applicable charges, Deftop grants you a non-exclusive, non-transferrable, non-sublicensable right to permit its employees, agents, independent contractors ("Authorised Users") or authorised third party collaborators ("Collaborators") to access and use the Services for your own internal business purposes or for the business purpose of your customers and in accordance with any restrictions contained within the Order Form. You shall ensure that all Authorised Users and Collaborators use the Service strictly in accordance with these Terms and shall be responsible for any breach of these Terms by the Authorised Users and Collaborators.
Restrictions. Further, you agree that you will:
Not sell, rent, lease, sublicense, loan, provide, or otherwise make available, the Services except to Collaborators in any form to any person without our prior written consent;
Not copy, edit, translate, adapt, merge or make alterations to, or modifications of, the whole or any part of the Services (other than as permitted in these Terms to use the Services), or permit the Services or any part of it to be combined with, or become incorporated in, any other programs;
Not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services (or any underlying technology) or attempt to do any such things except to the extent that such actions are permitted by applicable law; and
Not use the Services in a manner or for any purpose that is not expressly permitted under these Terms or applicable law or which otherwise infringes the intellectual property rights in the Services.
You also must not:
Use the Services in any unlawful manner (including infringement of intellectual property rights), for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into any operating system;
Infringe our intellectual property rights or those of any third party in relation to your use of the Services, including by the submission of any material (to the extent that such use is not licensed by these Terms);
Transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services;
Use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
Collect or harvest any information or data from the Services or our systems (by automated means or otherwise) or attempt to decipher any transmissions to or from the servers running them.
You acknowledge and agree that a breach of any of these terms may result in immediate termination or suspension of your account.
Support. Deftop shall provide commercially reasonable technical and product support to its users. Support shall only be available in the English language. Any support provided does not include any training services. Deftop shall have no obligation to provide support in connection with any error that arises from: (i) use of the Services in a manner other than described in these Terms; (ii) failure by you to implement reasonable recommendations in respect of the Services; (iii) API integration issues or internet service provider failures. Provision of support as described in this section 4 is your sole remedy with respect to the support of the Services and Deftop shall have no other liability or obligation to you with respect to any errors.
Charges: You acknowledges that any applicable charges are based on Services ordered. Payment obligations are non-cancellable and charges paid are non-refundable. All payments shall be made in the currency in which they are invoiced.
Taxes: The charges and any additional sums payable hereunder are exclusive of any and all relevant taxes, including sales tax which shall be paid by you at the rate and in the manner for the time being prescribed by law.
Late Payment: Deftop reserves the right to: (i) charge you interest in respect of the late payment of any sums due (before as well as after judgement) at a rate specified in the Order Form; or (ii) suspend the performance of the Services until full payment has been received by Deftop.
Deftop agrees that all intellectual property rights in the Prototypes (including all content provided therein) and all information provided by you to Deftop shall belong to you. You shall have sole responsibility for the intellectual property ownership of and/or right to use all Prototypes and the consequences arising from your failure to meet such responsibilities.
To the extent necessary, you hereby grant to Deftop a non-exclusive, non-transferrable, royalty free, worldwide licence to use you intellectual property rights in the Prototypes (including all content provided therein) solely to the extent necessary for the purpose of providing the Services.
You shall indemnify and hold Deftop and each of its, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) to the extent arising out of or in connection with a claim alleging that use of the Prototypes (or any content contained therein) or any information (including personal data) submitted by you for use with the Services infringes a copyright, patent, or a trademark of, or has caused harm to the rights of a third party (including data privacy rights), provided in any such case that Deftop: (i) promptly gives notice of the claim to you; (ii) gives you sole control of the defence and settlement of the claim (provided that you may not settle such claim unless such settlement unconditionally releases Deftop of all liability and does not adversely affect Deftop’s business or the Services); (iii) provides to you all available information and reasonable assistance; and (iv) has not compromised or settled such a third party claim.
All intellectual property rights in the Services and any underlying technology (including to any and all enhancements, modifications, extensions and derivative works thereof) anywhere in the world belong to us or our licensors. The rights in the Services are licensed (not sold or gifted) to you, and you have no rights in, or to, the Services other than the right to use each of them in accordance with these Terms. The Deftop name, the Deftop logo, and the product names associated with the Services are trademarks of Deftop, and no right or license is granted to use them.
Deftop shall indemnify you against any claim that the normal use of the Services infringes copyright, patent or trademark rights of any third party provided that: (i) Deftop is given immediate and complete control of such claim; (ii) you do not prejudice Deftop’s defence of such claim; (iii) you at Deftop expense give Deftop all reasonable assistance with such claim; (iv) such claim does not arise from your intentional tortious act or negligence; (v) such claim is not based upon the use of the Services in an application or environment for which the Services was not designed or contemplated; (vi) such claim does not arise as a result of modifications and/or improvements of the Services introduced or made by you; and/or (vii) such claim does not arise from the use or combination of the Services or any part thereof with software, hardware, data or processes not provided by Deftop, if our Services or use thereof would not infringe without such combination.
Deftop shall at its option have the right to change all or any part of the Services in order to avoid any infringement and this section states the entire liability of Deftop to you in respect of the infringement of any intellectual property rights of any third party.
Deftop agree that the Prototypes constitute confidential information belonging to you and you agree that the Services (and any information provided by Deftop to you) constitutes confidential information belonging to Deftop and the receiving party agrees to treat as confidential information the business and marketing plans, technology and technical information, product plans and designs, and business processes of the disclosing party. However, confidential information shall not include any information that is: (i) in the public domain (through no unauthorised disclosure by the receiving party); (ii) already known by the receiving party; or (iii) is disclosed to the receiving party by a third party who, to the receiving party’s knowledge, is authorised to do so.
The receiving party agrees that it may only use the confidential information which it receives from the disclosing party for the purpose of performing its obligations or exercising its rights under these Terms (a “Permitted Purpose”), and that it may only disclose such confidential information to its officers, employees, contractors and agents to the extent they need to know and use it for such Permitted Purpose. The receiving party shall ensure that such officers, employees, contractors and agents are bound by equivalent obligations in respect of the confidential information to those set out hereunder and shall use its best efforts to ensure that they abide by such obligations.
If the receiving party is compelled by law to disclose any of the disclosing party’s confidential information, to the extent permitted by law, the receiving party will promptly notify the disclosing party. If disclosure is ultimately required, the receiving party will furnish only that portion of the confidential information that is legally required.
The receiving party agrees that the disclosing party shall be entitled to seek an injunction or any appropriate decree of specific performance for any actual or threatened violations by the receiving party without the necessity of disclosing party showing actual damages or that monetary damages would not afford an adequate remedy.
You acknowledge and agrees that you are responsible for and will comply with all requirements regarding the collection, use, processing, storage, protection, disclosure, transfer and destruction of personal data comprised within the Prototypes or which is submitted by you as part of use of the Services. Where you submit any personal data relating to a third party as part of the Services, you must have the permission to do so. To the extent that Deftop accesses or holds personal data comprised in the Prototypes or which is submitted by you for use with the Services, the terms of the Deftop data processing addendum, which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms.
This section shall survive termination howsoever arising.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND UNLESS EXPRESSLY STATED OTHERWISE IN THESE TERMS, WE MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES (EXPRESSED OR IMPLIED) OR CONDITIONS OF ANY KIND.
Aggregate liability and exclusions of liability: To the fullest extent permitted by law, in no event will Deftop be liable for: any indirect, special, incidental, punitive, exemplary, or consequential damages; loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use or inability to use the Services, third party applications, or third party application content, regardless of legal theory. Deftop’s total aggregate liability for all claims relating to the use of any Services, shall be limited to the amounts paid by you to Deftop immediately preceding the event giving rise to the relevant claim.
No liability for events outside our control: If our provision of the Services, including any update, is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.
Availability of Services: Whilst Deftop shall provide all Services with reasonable skill and care, we do not warrant that the Services will always be available, uninterrupted or error-free, but only to the extent permitted by law.
What we will always be responsible for: We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence or for fraud or fraudulent misrepresentation.
Suitability of the Services: The Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Services meet your requirements. You agree that you are solely responsible for the results obtained from the use of the Services and for conclusions drawn from such use.
Please back-up content and data used with the Services. We recommend that you back up any content and data which you use in connection with the Services to protect yourself in case of problems with the Services. You are responsible for the input and maintenance of the Prototypes (and all content contained therein) and for maintaining effective back-up procedures as may be necessary to replace any Prototypes in the event of loss or damage regardless of cause.
Unless expressly stated otherwise in an Order Form, we may terminate these Terms and suspend your access to the Services immediately by written notice to you, including if you break these Terms in a serious way (as determined by us in our discretion) or we suspect that may be the case, or if you suffer an insolvency event or if we consider it necessary to protect the integrity or security of the systems used by us at any time. If what you have done can be put right, we will give you a reasonable opportunity to do so.
On termination for any reason:
If you wish to contact us, or if any condition in these Terms requires you to give us notice in writing, you can send this to us by e-mail at firstname.lastname@example.org If we have to contact you or give you notice in writing, we will do so using the email address that you have provided to us.
Transferring rights: We may transfer our rights and obligations under these Terms to a third party, but this will not affect your rights under these Terms. You may only transfer your rights or obligations under these Terms to another person if we agree in writing.
Failure or delay in enforcing rights: If we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you, nor will it prevent or restrict the further exercise of that or any other rights. If we do waive a default by you, we will only do so in writing.
No rights for third parties: The Terms are not intended to grant rights to anyone except you and Deftop.
Severability of this contract: Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect and will be construed as far as possible to give effect to the parties' intentions as originally expressed in these Terms.
Applicable law and place of legal proceedings: These Terms are governed by and construed in accordance with the laws of England without reference to its conflicts of law principles and all claims relating to or arising out of these Terms, regardless of legal theory, shall be subject to the exclusive jurisdiction of the courts of England and Wales.