Welcome to EmailOctopus! We are Three Hearts Digital Ltd, a company registered in England and Wales with company number 09897211, whose registered office is at 86-90 Paul Street, Shoreditch, London EC2A 4NE ('we', 'our' or 'us') and we provide a comprehensive email marketing platform known as EmailOctopus as described on our Website (Platform).

These terms of use (including any Schedules) (Terms) govern your access to the Platform and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at https://emailoctopus.com/legal/terms (our Website being https://emailoctopus.com and any other website operated by us in connection with the Service). Please read these terms of use carefully before agreeing to proceed with your Subscription.

Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier), and is billed either monthly (a Monthly Subscription) or yearly (a Yearly Subscription), as selected by you.

Please note that your Subscription will continue to renew automatically, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 15. Please ensure you contact us if you want to cancel your Subscription.

EmailOctopus is built for organisations, and we ask you to use it for purposes relating to your trade, business, craft or profession. It is not intended for personal use. If you are nevertheless a consumer, the Consumer Addendum at Schedule 3 sets out your rights, applies in addition to these Terms and prevails over anything inconsistent in them. Clauses marked “(Business customers only)” do not apply to you.

Terms

1. Reading and accepting these Terms

1.1 Defined terms

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

1.2 Acceptance

By creating an Account, by signing up with a third party account such as Google, by clicking the button on our Website or within the Platform to indicate your acceptance of these Terms, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you, the person acquiring a Subscription, or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’), and us.

1.3 Changes to these Terms

We may change these Terms from time to time. Where a change is to your material disadvantage we will only make it for one of the following reasons:

to reflect a change in applicable Law, regulation or regulatory guidance, or a decision of a court or regulator;
to reflect a change in the features, functionality or technical operation of the Service, or in the third party services we rely on to provide it;
to improve the security or integrity of the Service;
to correct an error, ambiguity or inconsistency; or
to reflect a change in the requirements of mailbox providers or in the abuse we see on the platform, or to update the categories of content and industry listed in the Acceptable Use Policy.

1.4 Notice of changes

We will give you at least 30 days’ notice of any change to these Terms which is to your material disadvantage, by email to the address on your Account and by posting the amended Terms on our Website. If you do not accept the change you may cancel your Subscription before the change takes effect. If you have a Yearly Subscription we will refund a pro-rata proportion of the Subscription Fees you have paid in advance for the period after cancellation; if you have a Monthly Subscription, you can cancel before your next Renewal Date and you will not be charged again. If you do not cancel, the amended Terms apply from the date stated in the notice. Cancellation under this clause takes effect on the date the change would take effect, despite clauses 3.4 and 15. Changes required by Law, or which, acting reasonably and objectively, are not to your material disadvantage, may take effect immediately, and we will tell you about them by posting the amended Terms on our Website. Changes to the categories of content and industry listed in the Acceptable Use Policy, and changes made to meet the requirements of mailbox providers or to address abuse, are not treated as materially disadvantageous to you.

1.5 Order of precedence

Your Subscription is also subject to our Acceptable Use Policy, which forms part of these Terms. If there is any inconsistency, these Terms prevail, except that the Data Processing Schedule at Schedule 2 prevails in relation to the processing of Protected Data, the Acceptable Use Policy prevails in relation to our notice and action mechanism, and the Consumer Addendum at Schedule 3 prevails if you are a consumer. Our Privacy and Cookie Policy at https://emailoctopus.com/legal/privacy explains how we handle personal data; it is provided for information and does not form part of these Terms.

2. Eligibility

2.1 Business use

EmailOctopus is provided for business use. You agree to use the Service solely for purposes relating to your trade, business, craft or profession, and not for personal, family or household purposes. We may ask you to confirm this when you register, and we may ask you to confirm it at any time. Where we reasonably believe an Account is being used for personal purposes we may decline to renew it, and may close it on 30 days’ notice, refunding a pro-rata proportion of any Subscription Fees you have paid in advance. You are a consumer if you are an individual acquiring the Subscription wholly or mainly outside your trade, business, craft or profession; otherwise you are a business customer. Nothing in this clause affects any right you have under these Terms or by law if you are in fact a consumer. If you are a consumer, the Consumer Addendum at Schedule 3 also applies to you.

2.2 Your warranties

By accepting these Terms, you represent and warrant that:

you have the legal capacity and authority to enter into a binding contract with us; and
you are authorised to use the payment method you provided when purchasing a Subscription.

2.3 Age

The Platform is not available to any person under the age of 18 or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are aged 18 or over.

2.4 Represented Entities

If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Service on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

3. Duration of your Subscription

3.1 Commencement

Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continue for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 15.

3.2 Automatic renewal

Subject to clause 3.3, upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for subsequent periods equal to the Subscription Period (Renewal Period).

3.3 When renewal does not occur

This agreement will not automatically renew on expiry of the Subscription Period or Renewal Period (Renewal Date) if either party cancels the Subscription in accordance with clause 15 before the Renewal Date.

3.4 Yearly Subscriptions

If you have a Yearly Subscription:

the Subscription Period is 12 months and the Subscription Fees for the whole of that period are payable in advance on the first day of the Subscription Period and of each Renewal Period;
your Yearly Subscription will renew automatically for a further 12 months at the Subscription Fees then applicable to your Subscription Tier, unless you cancel before the Renewal Date;
we will give you at least 30 days’ notice before the Renewal Date of any increase in the Subscription Fees applying on renewal, and you may cancel before the Renewal Date if you do not wish to renew at the new Subscription Fees;
if during the Subscription Period your use of the Service exceeds the limits of your Subscription Tier (including the number of Contacts or volume of Content sent), you will be moved automatically to the Subscription Tier which matches your usage, in accordance with clause 14.5; and
(Business customers only) except as set out in clause 5.6 or clause 1.4, Subscription Fees paid for a Yearly Subscription are not refundable in whole or in part if you cancel during the Subscription Period, and your Subscription will continue until the end of the then-current Subscription Period or Renewal Period.

3.5 Renewal notices

We will give you the notice period required by Law from time to time.

3.6 Monthly Subscriptions

If you have a Monthly Subscription, the Subscription Period is one month, Subscription Fees are payable monthly in advance, and your Subscription will renew automatically each month on the same day of the month that it started, until cancelled. If a month has no such day, your Subscription will renew on the last day of that month instead, and return to its original renewal day the following month. For example, a Subscription starting on 31 May will renew on 30 June, then 31 July, and so on.

4. The Service

4.1 Scope

We will provide you, to the extent described in your Subscription Tier, the Platform and the Documentation, together with the Hosting Services and the Support Services, (Service). Documentation means the user documentation we publish for the Platform. Our help centre articles, blog posts, guides and support correspondence are provided for information only and do not form part of the Documentation or of these Terms.

4.2 Subscription Tier

Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

4.3 Accounts

To use the Service, you are required to register an account through the Platform or the Website (an Account). As part of the Account registration process and as part of your continued use of the Service, you may be required to provide personal information and details, such as your email address, first and last name, a secure password, billing and addresses, payment details and other information as determined by us from time to time.

4.4 Warranty

You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

4.5 Acceptance

Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Service and provide you with an Account. We vet accounts before and during use of the Service, including by reference to the type of Content to be sent, your industry, the age of your list and the presence of spam traps.

4.6 Licence

While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Platform and Documentation for your internal purposes. Your Subscription Tier states how many Users may use the Service, which may be an unlimited number. If it does not state a number, your licence is limited to one User.

4.7 Users

Our provision of the Platform and the Service to you is subject to Users agreeing to and complying with the EULA at Schedule 1. You are responsible for the acts and omissions of your Users as if they were your own. If a User does not agree to the EULA (or breaches any terms of the EULA), we reserve the right to terminate their access to the Platform, and in such event, you will not be entitled to any refund of any Subscription Fees.

4.8 Administrative access

You acknowledge and agree that our Personnel may access your Account, including by using administrative tools which allow them to view the Service as it appears to you, where this is reasonably necessary to provide the Support Services, to check that the Service is working correctly or investigate a fault, to investigate a suspected breach of these Terms or the Acceptable Use Policy, or where required by Law. Access of this kind is limited to Personnel who need it, does not allow data to be exported, is logged, and is subject to the confidentiality obligations in clause 11.

4.9 Disclaimer

You acknowledge and agree that:

any information provided to you as part of or in connection with the Service is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;
we will use reasonable endeavours to deliver Content to your Contacts’ mailbox providers, but we cannot guarantee delivery or inbox placement, which depend on factors outside our reasonable control, including third party filtering, mailbox provider policies, the reputation of your sending domain and the quality of your Content and contact lists; and
it is your responsibility to comply with applicable Laws relevant to your business, including employment laws and data protection laws, and the laws applicable to your Contacts.

5. Changes to the Service, support and hosting

5.1 Enhancements

We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime. We may also suspend all or part of the Service for planned maintenance, and without notice where we reasonably consider it necessary for security, operational or legal reasons. We will restore the Service as soon as we reasonably can.

5.2 Changes

We may change any features of the Service at any time on notice to you, where the change is required by Law, is needed for security or technical reasons, or improves or replaces the feature. If a change removes critical functionality of the Service during a Subscription Period, clause 5.6 applies.

5.3 Screening of Content

We may hold, delay or decline to send any Content pending review where our automated or manual screening indicates a risk of a breach of clause 7 or of the Acceptable Use Policy. We will aim to complete that review within 24 hours and notify you of the outcome. However, we may withhold that notification or limit the information we provide where we reasonably consider that disclosure could help others evade our abuse controls, subject to any statement of reasons we must give under the Acceptable Use Policy.

5.4 Conduct towards our team

We may refuse, suspend or withdraw the Support Services, and suspend or terminate your Account, where you or your Personnel are abusive, threatening or discriminatory towards our Personnel. We may also decline to provide the Service to any person at our discretion, provided we do not do so for a reason that would be unlawful discrimination.

5.5 Support Services

We will provide general support where reasonably necessary to resolve technical issues with the Platform (Support Services). Unless otherwise agreed in writing: (a) we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control); (b) we will use reasonable endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame; (c) you are responsible for all internal administration and managing access, including keeping your log-in credentials and any two-factor authentication method secure and accessible (we may not be able to restore access to an Account where you have lost your second factor) and assisting your Users to access and use the Platform; and (d) you will not have any claim for delay to your access to the Platform due to any failure or delay in Support Services.

5.6 Removal of critical functionality

Where we change or remove a feature of the Service which removes critical functionality of the Service, you may terminate your Subscription in accordance with clause 15 for a pro-rated refund of any pre-paid Subscription Fees.

5.7 Data hosting

We will store User Data you upload to the Platform using a third party hosting service selected by us (Hosting Services), subject to the following terms:

(hosting location) You acknowledge and agree that we host the Platform via cloud-based services which use storage servers located in the European Economic Area (currently Ireland) and, for some services, outside the United Kingdom and the EEA, as described in our Privacy and Cookie Policy and Schedule 2;
(service quality) While we will use reasonable efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times;
(security) We will use reasonable efforts to ensure that User Data is stored securely; and we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference, except to the extent caused by our breach of these Terms or our negligence;
(backups and disaster recovery) In the event that User Data is lost due to a system failure (for example, a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

6. AI features

6.1 AI Features

We use artificial intelligence and machine learning technologies (AI) in the following ways: (a) to moderate Content created in or sent through the Platform, including to detect phishing, fraud and other abuse; and (b) to provide optional features which generate or suggest text, images or other material for use in your Content, or which make suggestions or recommendations to you about your use of the Platform, such as building a segment or filter of your Contacts (together, AI Features). The AI Features available from time to time, and the AI providers we use, are described in our Privacy and Cookie Policy.

6.2 Inputs and Outputs

Material you submit to an AI Feature is Input and material the AI Feature generates for you is Output. As between you and us, Input is User Data and you retain ownership of it. Subject to the rights of the relevant AI provider and any third party, we assign to you such rights as we may have in the Output, and you are responsible for the Output as if it were Content you had created yourself.

6.3 No training on your data

We do not use your Input, Output, User Data or Contact data to train or fine-tune any generally available AI model, and our agreements with our AI providers require them not to do so and limit their retention of the material we send. We do not send your contact lists, or the Contact data stored in them, to any AI provider. Separately, the Content you write may itself refer to or identify your Contacts, and where that is the case, any personal data it contains is sent as part of the Content. We take reasonable steps to limit what we send for Content moderation to what is necessary, but we cannot separate personal data from the Content it forms part of, and you acknowledge this. Personal data about you and your Users, such as the email address on your Account, may be processed by AI tools we use to provide the Support Services, including automated chat.

6.4 No warranty

AI is not infallible. We do not warrant that Output will be accurate, complete, current, original, non-infringing or fit for any purpose, and identical or similar Output may be generated for other customers. You must review and independently verify Output before relying on it or sending it to Contacts, and you must not rely solely on Output where reliance could affect your legal, financial or regulatory position. We are not liable for any errors, omissions or inaccuracies attributable to AI used in the Platform.

6.5 Your responsibilities

You must ensure that your use of AI Features and of any Output complies with these Terms, the Acceptable Use Policy and all applicable Laws, including any requirement to disclose to recipients that Content is artificially generated or manipulated. You must not use AI Features to create deceptive, deepfake or impersonating Content.

6.6 Changes to AI Features

AI Features may be added, changed, suspended or withdrawn at any time. Where an AI Feature is optional, you may choose not to use it.

7. Your obligations

7.1 Cooperation

You agree to: (a) provide us with all documentation, information and assistance reasonably required by us to provide you with the Service, the Hosting Services or the Support Services; and (b) where you use EmailOctopus Connect, grant us delegated access to your own email service provider account by the means we specify. You must never share your password with us.

7.2 User Data

By providing or posting User Data, you represent and warrant that, and must ensure that all Users make equivalent representations and warranties, that:

you are authorised to provide the User Data;
the User Data is accurate and true at the time it is provided;
the User Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
the User Data does not infringe any Intellectual Property Rights, including copyright, trade marks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
the User Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Service or any network or system; and
the User Data does not breach or infringe any applicable Laws.

7.3 Permission and anti-spam

You must, and must ensure that all Users:

comply with the Acceptable Use Policy at all times;
send Content only to Contacts who have given you permission to contact them, or in respect of whom you are otherwise lawfully entitled to send that Content, and not use purchased, rented, scraped, appended or other third party lists of email addresses;
not send spam, as defined by Spamhaus from time to time;
comply with all applicable Laws relating to electronic marketing and data protection, in the United Kingdom and in every country you send to, as described in the Acceptable Use Policy;
where we ask you to do so, authenticate your sending domain, and maintain the sending statistics and complaint thresholds set out in the Acceptable Use Policy; and
not use the Service to send or receive any special category personal data or personal data relating to criminal convictions and offences, within the meaning of Articles 9 and 10 of the UK GDPR.

7.4 Your Contacts

You must have, and comply with, an appropriate privacy notice and cookie notice which you actively bring to the attention of your Contacts at or before the time you obtain their contact details. That notice must state that you use the Service, that we and our sub-processors will process personal data on your behalf, and that the Service involves tracking of email opens and clicks (which you may enable or disable). You are responsible for obtaining any consents required from Contacts, including in relation to tracking.

7.5 Prohibited conduct

You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform, or any other content prohibited by the Acceptable Use Policy, which sets out the full list;
use the Platform for any purpose other than for the purpose for which it was designed, including that you must not use the Service in a manner that is illegal or fraudulent or which facilitates illegal or fraudulent activity;
upload any material that is owned or copyrighted by a third party without the necessary rights or licences;
make copies of the Documentation or the Platform, other than copies your browser makes automatically or copies of your own Content and Documentation reasonably required for your permitted use;
adapt, modify or tamper in any way with the Platform;
remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;
make any statement about us which you know to be false, or otherwise act unlawfully or in bad faith towards us or the Platform;
use the Platform in a way which infringes the Intellectual Property Rights of any third party;
create derivative works from or translate the Platform or Documentation;
publish or otherwise communicate the Platform or Documentation to the public, including by making it available online or sharing it with third parties;
integrate the Platform with third party data or software, or make additions or changes to the Platform (including by incorporating APIs into the Platform) other than integrating in accordance with any Documentation or instructions provided by us in writing;
intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or our Personnel or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;
sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party, other than granting a User access as permitted under these Terms, or 'white label' or otherwise present yourself as the original provider of the Platform;
decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
share your Account or Account information, including log in details or passwords, with any other person, and you acknowledge that any use of your Account by any person who is not the account holder or an authorised User is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Service's security;
perform any action intended to avoid free plan or billing thresholds, including the regular deletion or modification of lists;
'mirror', 'scrape', 'crawl' or 'spider' any page or service on the Platform;
make any automated use of the Service, other than via our published APIs in accordance with the Documentation and any rate limits we publish, and you must not copy, reproduce, translate, adapt, vary or modify the Service without our express written consent; or
attempt to circumvent any technological protection mechanism or other security feature of the Platform.

7.6 Misuse

If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

7.7 Reporting illegal content and abuse

Any person may notify us of Content or other material accessible through the Service which they consider to be illegal or in breach of the Acceptable Use Policy, by emailing abuse@emailoctopus.com. Notices should explain why the material is said to be illegal, identify its precise electronic location, and give the notifier’s name and email address. We will acknowledge receipt without undue delay, deal with notices in a timely, diligent, non-arbitrary and objective manner, and tell the notifier of our decision and of the redress available. Our notice and action mechanism for the purposes of Article 16 of Regulation (EU) 2022/2065 (the Digital Services Act) is set out in our Acceptable Use Policy, which prevails over this clause.

7.8 Acknowledgements

You agree, and you must ensure that all Users agree: (a) to comply with each of your obligations in these Terms; (b) to sign up for an Account in order to use the Service; (c) that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and (d) that we may suspend or cancel your, or any User's, Account at any time if we consider, acting reasonably and on reasonable grounds, that you or they are in breach of this clause 7 or the Acceptable Use Policy, or that your sending statistics or sending behaviour put deliverability for our other customers at risk.

8. Fees and payment

8.1 Subscription Fees

You must pay subscription fees to us in the amounts specified on the Website for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees). All Subscription Fees must be paid in advance and are non-refundable for change of mind, except as set out in clauses 1.4, 5.6, Schedule 3 and 15.

8.2 When payable

Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

8.3 Free Services and trials

We may make certain parts of the Service available to you free of charge, up to the limits described on the Website (Free Services). If you use the Free Services, the provisions of these Terms about Subscription Fees, Subscription Periods, Renewal Periods, upgrades, downgrades and refunds do not apply to you, and either of us may close your Account at any time. We may close a Free Services Account, and delete the data in it, where it has not been used for 24 months, having first tried to contact you at the email address on the Account. We may change, suspend or terminate the Free Services at any time without notice and without liability, and the Free Services are provided without any warranty. As a condition of using the Free Services, you agree to include EmailOctopus branding and accreditation in Content you send using them. We may from time to time offer a free trial period of the Service (Free Trial Period). No payments will be due during any Free Trial Period and your first payment will be due immediately after the expiry of the Free Trial Period.

8.4 Automatic recurring billing

Subject to clause 8.5 and Schedule 3: (a) your Subscription will continue to renew on an automatic basis unless you cancel in accordance with clause 15; (b) while your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account; and (c) by signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

8.5 Changes to Subscription Fees

We may, from time to time, change our Subscription Fees and will provide you with at least 30 days’ notice by email. The change will take effect at the start of the first Renewal Period commencing at least 30 days after the date of the notice. During the notice period you may cancel your Subscription in accordance with clause 15 without penalty. If you do not cancel before the change takes effect, you will be deemed to have agreed to pay the new Subscription Fees.

8.6 Failed payments and chargebacks

If a payment fails we will re-try it periodically for up to 15 days before treating the Subscription Fees as unpaid. If you raise a chargeback or your payment is reversed, we may suspend your Account immediately and without notice until the matter is resolved, and we may recover our reasonable costs of dealing with it.

8.7 Late payments

If a payment fails, we may suspend sending from your Account immediately. If any Subscription Fees remain unpaid once the retry period in clause 8.6 has ended, we may suspend all or part of the Service until payment is made.

8.8 Taxes

Subscription Fees are stated exclusive of value added tax, goods and services tax, sales, use, consumption, service, excise, gross receipts, digital services and similar transaction-based taxes, together with any duties, levies and withholdings of a similar nature and any related interest and penalties (Taxes), but excluding Taxes on our net income. You must pay, in addition to the Subscription Fees, all Taxes which we are required to charge, collect or account for in respect of the Service in any jurisdiction, and these will be added to your invoice. Prices shown on our Website are exclusive of Taxes. The total price payable, including all Taxes, is shown to you before you complete your purchase.

8.9 Tax information and exemptions

You must give us the information we reasonably require to determine our Tax obligations, including your VAT or GST registration number and your place of establishment and of use and enjoyment of the Service, and must notify us promptly of any change. If you claim exemption from any Tax, you must give us a valid exemption certificate or equivalent documentation before the relevant invoice date, and the exemption will apply only from the date we receive it. You indemnify us against any Tax, interest and penalties assessed on us because information or documentation you gave us was inaccurate, incomplete or out of date.

8.10 Withholding tax

(Business customers only) All sums payable by you are to be paid free and clear of, and without deduction or withholding for or on account of, any Tax, unless a deduction or withholding is required by law. If such a deduction or withholding is required, the sum payable is increased so that, after the deduction or withholding, we receive and retain a net sum equal to the sum we would have received had no deduction or withholding been required. You must pay the amount deducted or withheld to the relevant tax authority within the time allowed by law and, within 30 days, provide us with an official receipt or other reasonable evidence of payment. You must provide such assistance and documentation as we reasonably request to enable us to claim any available exemption from, or reduced rate of, withholding under any double taxation treaty.

8.11 Online Payment Partner

We use a third-party online payment partner, currently Stripe Payments Europe, Ltd. (Online Payment Partner), to collect Subscription Fees. You acknowledge and agree that:

the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found at https://stripe.com/legal;
you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner's platform or any error or mistake in processing your payment (to the extent permitted by Law); and
we reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

8.12 Rejecting the payment terms

You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 15 will apply.

9. Intellectual property and data

9.1 Our ownership

We retain ownership of all Material provided to you throughout the course of your Subscription in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Content not expressly granted to you. “EmailOctopus” and the EmailOctopus logo are trade marks belonging to us and you are not authorised to use them without our prior written permission.

9.2 Licence to you

You are granted a licence to the Platform Content and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.

9.3 Your ownership

You retain ownership of User Data. You represent and warrant that you own or have permission to use all User Data.

9.4 Licence to us

You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Service and to ensure its proper operation, including to detect and prevent spam, fraud and abuse. Subject to clause 9.6, we will not use User Data for any other purpose, and in particular we will not use it to train any generally available AI model.

9.5 Removal

We reserve the right to remove any User Data at any time where we reasonably consider it necessary to do so, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist or in breach of the Acceptable Use Policy.

9.6 Anonymised Data

To the extent permitted by law, we reserve the right to anonymise and aggregate User Data (Anonymised Data). We can use this Anonymised Data for our internal purposes, such as business analytics, spam detection and product improvement. We will apply appropriate technical measures so that Anonymised Data cannot be used to identify any individual User or Contact.

9.7 Your responsibilities

You are responsible for ensuring that: (a) you share User Data only with intended recipients; and (b) all User Data is appropriate and not in contravention of these Terms.

9.8 Indemnity

You: (a) warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and (b) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

10. Third party software and terms

10.1 Third Party Terms

If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (Third Party Terms). Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms or a link to them, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Service to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms. You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Service to you and clause 15 will apply.

10.2 Integrations

You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay. You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform. Any third party you integrate with is your own processor and not our sub-processor.

10.3 User Software Changes

If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code (User Software Changes), then: (a) you acknowledge and agree that User Software Changes can have adverse effects on the Service, including the Platform; (b) you will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes; (c) we will not be liable for any failure in the Service, to the extent such failure is caused or contributed to by a User Software Change; (d) we may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly; (e) we may suspend your access to the Service until you have changed or removed the User Software Change; and/or (f) we may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.

11. Confidentiality

11.1 Confidentiality obligation

Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel to, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.

11.2 Permitted disclosures

A party may disclose Confidential Information: (a) where required by Law, a court, a regulator or a mailbox provider or anti-abuse organisation acting in that capacity; (b) to its professional advisers under a duty of confidence; (c) to its Personnel and sub-processors who need it and who are bound by equivalent obligations; and (d) where the information was independently developed or lawfully received from a third party. The obligations in this clause continue for 3 years after termination, except in relation to trade secrets, where they continue for as long as the information remains a trade secret.

11.3 Notification

Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information. The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

12. Privacy and data protection

12.1 Data Protection Legislation

Words and phrases in this clause have the meaning given to them by applicable data protection and privacy laws, including the UK GDPR, the Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2025), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable national legislation that applies to data protection and privacy, as amended, extended, re-enacted or consolidated from time to time (Data Protection Legislation). The terms "controller", "processor", "process", "personal data" and "personal data breach" have the meanings given to those terms in Data Protection Legislation.

12.2 Us as controller

We are a controller in respect of personal data about you, your Personnel and your Users which we process to: (a) provide the Service, including to administer your Account, take payment and provide the Support Services; (b) send you service communications and, where permitted by Law, marketing about the Service; (c) detect, prevent and investigate spam, fraud, abuse and security incidents; (d) process and transfer personal data as necessary to effect a re-organisation of our business; and (e) comply with our legal and regulatory obligations. Our Privacy and Cookie Policy explains this in more detail.

12.3 Us as processor

Where we process personal data contained in your contact lists, or otherwise uploaded to the Platform by you or your Users, we do so as processor on your behalf and you are the controller. That processing is governed by the Data Processing Schedule at Schedule 2, which forms part of these Terms and satisfies Article 28 of the UK GDPR.

12.4 Your warranties

You warrant, in relation to all personal data you provide to us in connection with these Terms (Third Party Data), that: (a) you have satisfied a lawful basis under Data Protection Legislation and have given all required notices to data subjects; (b) you have all necessary rights in relation to Third Party Data, such that the Service can be provided in respect of that data; (c) you are not breaching any Law by providing us with Third Party Data and we will not breach any Law or Third Party Terms by providing the Service in relation to it; and (d) there are no restrictions placed on the use of the Third Party Data which you have not notified to us and which we have not agreed to.

12.5 Compliance and indemnity

Each party shall comply with Data Protection Legislation. You agree at all times to indemnify and hold harmless us and our officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to by your breach of a warranty in clause 12.4 or of Data Protection Legislation.

13. Liability

13.1 Service limitations

(Business customers only) Subject to clauses 13.2 and 13.3, the Service is made available to you strictly on an 'as is' basis. Without limitation, you acknowledge and agree that we cannot guarantee that: (a) the Service will be free from errors or defects; (b) the Service will be accessible at all times; (c) messages sent through the Service will be delivered promptly to, or accepted by, a Contact’s mailbox provider; (d) information received or supplied through the Service will be secure or confidential; or (e) any information provided through the Service will be accurate or true.

13.2 Errors

We will use reasonable endeavours to correct any material errors or defects in the Platform which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects: (a) result from the interaction of the Platform with any other solution or computer hardware, software or services not approved in writing by us; (b) result from any misuse of the Platform; or (c) result from the use of the Platform by you other than in accordance with these Terms or the Documentation.

13.3 Warranties

We warrant that: (a) during the Subscription Period, the Platform will perform substantially in accordance with the Documentation; (b) during the Subscription Period, the Service will be provided as described to you in, and subject to, these Terms; and (c) to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

13.4 Exclusion

To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

13.5 Non-excludable liability

Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be excluded or limited, and nothing in these Terms affects your statutory rights.

13.6 Cap on liability

(Business customers only) To the maximum extent permitted by law, our total aggregate liability, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, in respect of loss or damage sustained by you in connection with this agreement is limited to the greater of the total Subscription Fees paid by you to us in the 12 months preceding the date of the event giving rise to the relevant liability and £100.

13.7 Consequential loss

(Business customers only) To the maximum extent permitted by law, we will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by us, except to the extent this liability cannot be limited or excluded under applicable law.

13.8 Unfair contract terms

To the extent that any applicable law imposes restrictions on the extent to which liability can be excluded or limited under these Terms, including sections 2, 3 and 11 of, and Schedule 2 to, the Unfair Contract Terms Act 1977 and any requirement of reasonableness, the exclusions and limitations set out in this clause will be limited in accordance with those restrictions. Any exclusions or limitations of liability that are not affected by those restrictions will remain in full force and effect.

13.9 Higher liability cap by agreement

(Business customers only) If the cap in clause 13.6 is not acceptable to you, please contact us. We may agree a higher cap in writing, which may be subject to an additional fee reflecting the additional risk and insurance cost. Unless we agree otherwise in writing, clause 13.6 applies.

13.10 Indemnity

You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with your use of the Service in breach of these Terms or the Acceptable Use Policy, including any claim from a recipient of any Content sent by means of the Service.

14. Upgrades and downgrades

14.1 Changing tier

You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you upgrade, we will take reasonable steps to promptly provide you with access to the new Subscription Tier and, upon providing such access, charge the relevant Subscription Fees. If you downgrade, the change and the new Subscription Fees take effect from the start of your next Renewal Period, subject to clause 14.3. Where you upgrade, any additional Subscription Fees are payable immediately and, in the case of a Yearly Subscription, are pro-rated for the remainder of the Subscription Period.

14.2 Automatic plan optimisation

If you enable automatic plan optimisation in your Account and we detect that you are not using your full Subscription Tier allocation, we will move you to a cheaper Subscription Tier that more closely matches your usage from the start of your next Renewal Period, and we will tell you when we have done so. You can turn this off at any time.

14.3 Downgrade limits

A downgrade will only take effect if your Contacts and usage fit within the limits of the lower Subscription Tier. If they do not, we will tell you and your current Tier will continue.

14.4 Effect of downgrade

If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data, provided we have given you reasonable notice of the effect of the downgrade.

14.5 Automatic upgrades for usage

This clause applies to Monthly Subscriptions and Yearly Subscriptions alike. If your use of the Service exceeds the limits of your Subscription Tier (including the number of Contacts or the volume of Content sent), we will move you automatically to the Subscription Tier which matches your usage and tell you that we have done so. The additional Subscription Fees are payable immediately and, on a Yearly Subscription, are pro-rated for the remainder of the Subscription Period.

15. Cancellation and termination

15.1 Cancellation at any time

Subject to the Consumer Addendum at Schedule 3, you may cancel your Subscription at any time through your Account or by emailing contact@emailoctopus.com. Cancellation takes effect at the end of the then-current Subscription Period or Renewal Period, and your Subscription will not renew.

15.2 Cancellation for breach

Either party may cancel your Subscription by written notice if there has been a Breach of these Terms. A "Breach" of these Terms means: (a) a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party; (b) the other party is given 14 Business Days to rectify the breach; and (c) the breach has not been rectified within 14 Business Days or another period agreed between the parties in writing. We may also suspend or terminate your Account, or cancel your Subscription, immediately and without prior notice if we reasonably consider that you (or any of your Personnel or Users) have committed a Serious Breach. A "Serious Breach" means: (a) a breach of the Acceptable Use Policy; (b) using the Service to send spam, unsolicited email, or unlawful, fraudulent, deceptive or harmful Content; (c) any conduct that we reasonably consider puts the Service, our infrastructure, our reputation or other customers at risk; (d) a breach that is incapable of remedy; or (e) any situation where suspension or termination is required by Law. Our decision to suspend or terminate for a Serious Breach is final, subject to any right to challenge it set out in the Acceptable Use Policy, and no refund of Subscription Fees is payable.

15.3 Reinstatement

If we reinstate your Account following a suspension caused by your breach, we may charge a reinstatement fee equal to our reasonable administrative costs of reinstatement, up to £100 (or the equivalent in your billing currency). This is the only reinstatement fee we charge, and the reference to it in the Acceptable Use Policy is to this clause.

15.4 Effect of termination

Upon termination of this agreement: (a) you will no longer have access to the Platform, your Account or your User Data, so please export anything you need before you cancel. Where we terminate or suspend your Account because of your breach of clause 7 or of the Acceptable Use Policy, or because of unlawful sending, access ends immediately and we will have no responsibility to store or otherwise retain any User Data beyond the periods set out in clause 15.5; (b) except where these Terms expressly provide otherwise and subject to Schedule 3, and other than where you terminate for our breach or under clause 5.6, where we terminate your Subscription for your breach, any unpaid Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and (c) each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including clauses 6.2 and 6.3, 9.4, 11, 12, 13, this clause 15, clause 19 and Schedule 2.

15.5 Data backup

Upon termination or expiry of these Terms, we may delete data and material associated with you, including User Data, 30 days after the end of your Subscription. We will not restore data after the end of your Subscription, so we recommend that you back up anything important to you before cancelling. We will not be responsible to you, or any User, for, and we expressly disclaim any liability for, any cost, loss, damages or expenses arising out of the cancellation, termination or expiry of these Terms and any loss of data.

16. If the parties have a dispute

16.1 Mediation

(Business customers only) If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties. The parties will conduct mediation through the Centre for Effective Dispute Resolution (CEDR) and in accordance with CEDR's model mediation procedure or other applicable process guide current at the time of the dispute.

16.2 Conduct of mediation

The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved. Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.

16.3 If mediation fails

If mediation does not resolve the issue, either party may initiate legal proceedings to resolve the dispute. The process in this clause does not apply where a party requires an urgent injunction.

17. Force majeure

17.1 Effect of a Force Majeure Event

We will not be liable for any delay or failure to perform our obligations under this agreement if such delay or failure arises out of a Force Majeure Event. If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of: (a) reasonable details of the Force Majeure Event; and (b) so far as is known, the probable extent to which we will be unable to perform or be delayed in performing our obligations under this agreement.

17.2 Suspension

Subject to compliance with clause 17.1, our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

17.3 Meaning

For the purposes of this agreement, a 'Force Majeure Event' means any: (a) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire; (b) strikes or other industrial action outside of our control; (c) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; (d) failure of a telecommunications network, internet service provider, hosting provider or email delivery service provider, or a large-scale cyber attack; or (e) any act or decision of a government authority beyond our reasonable control, to the extent it affects our ability to perform our obligations.

18. Notices

18.1 Form of notice

A notice or other communication to a party under these Terms must be: (a) in writing and in English; and (b) delivered via email to the other party, to the email address on your Account (in your case) and to contact@emailoctopus.com (in our case), or the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). Notices about personal data should be sent to privacy@emailoctopus.com and reports of abuse to abuse@emailoctopus.com. The parties may update their Email Address by notice to the other party.

18.2 When notice is given

Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given: (a) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the place whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring Business Day in that place; or (b) when replied to by the other party, whichever is earlier.

19. General

19.1 Governing law and jurisdiction

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

19.2 Third party rights

These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, save that our Personnel and our email delivery service providers may enforce any release, indemnity or limitation of liability expressed to be given in their favour.

19.3 Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

19.4 Severance

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

19.5 Joint and several liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

19.6 Assignment

You may not assign, novate or otherwise transfer any of your rights or obligations under this agreement without our prior written consent. We may assign, novate or otherwise transfer our rights and obligations under this agreement, provided that this does not adversely affect your rights under it.

19.7 Entire agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

19.8 No partnership or agency

Nothing in these Terms creates a partnership between the parties or authorises either party to act as agent for the other.

19.9 Interpretation

In this agreement: (a) words in the singular include the plural (and vice versa); (b) a reference to £ or "GBP" is to pound sterling, unless otherwise agreed in writing; (c) words indicating a gender include the corresponding words of any other gender; (d) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; (e) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; (f) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; (g) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it; (h) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time; (i) headings and words in bold type are for convenience only and do not affect interpretation; (j) the word "includes" and similar words in any form is not a word of limitation; and (k) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

Definitions

Acceptable Use Policy means our acceptable use policy published at https://emailoctopus.com/legal/acceptable-use-policy, as amended from time to time.

AI Features has the meaning given in clause 6.1.

Business Day means a day, other than a Saturday, Sunday or public holiday in England, on which banks are open for general business.

Confidential Information means information of or provided by a party that by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.

Contact means an individual whose personal data (including their email address) is contained in a contact list you upload to or maintain on the Platform, and to whom you send Content.

Content means each email message or other communication which you create, send or manage using the Service, including the text, images and code comprised in it, and any landing page or signup form you publish using the Service.

Data Protection Legislation has the meaning given in clause 12.1.

Documentation has the meaning given in clause 4.1.

EULA means the end user licence agreement at Schedule 1.

Hosting Services has the meaning given in clause 5.7.

Intellectual Property Rights means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, database rights, moral rights, trade, business, company and domain names, trade secrets, know-how, confidential information and the right to have information kept confidential, or any rights to registration or renewal of such rights, whether created before or after the date of this agreement.

Law means any applicable statute, regulation, by-law, ordinance, subordinate legislation, common law, binding regulatory guidance, code of practice or judgment in force from time to time.

Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.

Monthly Subscription has the meaning given in the third paragraph of these Terms.

Personnel means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.

Platform has the meaning given in the first paragraph of these Terms.

Platform Content has the meaning set out in clause 9.1.

Privacy and Cookie Policy means our privacy and cookie policy published at https://emailoctopus.com/legal/privacy, as amended from time to time.

Protected Data has the meaning given in Schedule 2.

Service has the meaning set out in clause 4.1.

Subscription has the meaning given in the second paragraph of these Terms.

Subscription Fees has the meaning set out in clause 8.1.

Subscription Period means the period of your Subscription to the Service as agreed on the Website, being one month for a Monthly Subscription and 12 months for a Yearly Subscription.

Subscription Tier has the meaning given in the third paragraph of these Terms.

Support Services has the meaning given in clause 5.5.

User means you and any third party end user of the Platform who you make the Platform available to.

User Data means any files, data, documents, information or other Material which are uploaded to the Platform by you or any User, or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials, and including your contact lists and Content.

Website means the website at the URL set out in the second paragraph of these Terms, and any other website operated by us in connection with the Service.

Yearly Subscription has the meaning given in the third paragraph of these Terms.

Schedule 1: End User Licence Agreement

This EULA applies to each User to whom you make the Platform available. Terms defined in the Terms have the same meaning in this EULA.

Key terms

End User means you, or any person to whom the Customer provides the Service and this EULA.

Terms means the terms of use between the Provider and the Customer in relation to the Service.

Customer means the entity which has entered into the Terms with the Provider in relation to the Service for the purpose of making the Service available to the End User.

Purpose: For your internal business purposes.

Provider means Three Hearts Digital Ltd, company number 09897211, trading as EmailOctopus.

1. Applicability and deemed acceptance

This EULA applies to any End Users of the Service. You agree to, and will be deemed to have accepted, this EULA when you access the Service.
By accessing the Service, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Service provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Service.
This EULA commences on the date the Service is provided to you and will end in accordance with paragraph 5 of this Schedule.

2. Grant of licence

You are granted a revocable, worldwide, royalty-free licence to use the Service for the Purpose.
You must only use the Service: (a) in accordance with the limitations of the Purpose; (b) in a manner that is consistent and compliant with paragraph 3 of this Schedule and with the Acceptable Use Policy; and (c) in compliance with any other restrictions notified to you in writing by the Customer or the Provider from time to time.

3. Restrictions on licence

Except in accordance with paragraph 2 of this Schedule, you must not, without prior written approval from the Customer or the Provider in their absolute discretion:
1. upload any special category personal data, or personal data relating to criminal convictions or offences, to the Platform;
2. upload any harmful, discriminatory, defamatory or maliciously false material, or any offensive, explicit, inappropriate, illicit, illegal, pornographic, sexist, homophobic or racist material, or any other content prohibited by the Acceptable Use Policy, which sets out the full list;
3. upload any material that is owned or copyrighted by a third party without the necessary rights or licences;
4. make copies of the Service;
5. adapt, modify or tamper in any way with the Service;
6. remove or alter any copyright, trade mark or other notice on or forming part of the Service;
7. create derivative works from, translate or reproduce the Service;
8. publish or otherwise communicate the Service to the public, including by making it available online or sharing it with third parties;
9. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Service to any third party;
10. decompile or reverse engineer the Service or any part of it, or otherwise attempt to derive its source code;
11. attempt to circumvent any technological protection mechanism or other security feature of the Service;
12. permit any person to use or access the Service;
13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Service or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Service;
14. share your Service account information with any other person, and you acknowledge that any use of your account by any other person is strictly prohibited. You must immediately notify the Provider of any unauthorised use of your account, password or email, or any other breach or potential breach of the Service's security;
15. use the Service for any purpose other than for the purpose for which it was designed, such as not using the Service in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
16. make any statement about the Provider which you know to be false, or otherwise act unlawfully or in bad faith towards the Provider or the Service.

4. Limitations and disclaimers

The Provider does not guarantee, and makes no warranties, to the extent permitted by law, that: (a) the Service will be free from errors or defects; (b) the Service will be accessible or available at all times; or (c) any information provided through the Service is accurate or true.
The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Service, except to the extent caused by the Provider’s negligence or breach of this EULA. You must take your own precautions to ensure that the process which you employ for accessing the Service does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
To the maximum extent permitted by applicable law, the Provider limits all liability to you for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Service to £100 in aggregate. This includes the transmission of any computer virus. Nothing in this EULA limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited. The limit in this paragraph does not apply, and nothing in this EULA affects your rights, if you are a consumer.
You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Service or breach of this EULA (or both, as the case may be). You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Service and indemnify the Provider for any such damage, loss or expense. The indemnities in this paragraph do not apply if you are a consumer.
All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. To the maximum extent permitted under applicable law, under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Service, this EULA or their subject matter, except to the extent this liability cannot be limited or excluded under applicable law.

5. Termination

This EULA will be automatically terminated, and your licence to the Service will be immediately revoked, if the Terms expire or are terminated.
The Provider or the Customer (or both) may terminate this EULA immediately by notice to you (as an individual user, without terminating the Terms) if: (a) you are in breach of any term of this EULA and have failed to remedy the breach within 10 Business Days after the notice; or (b) you commit, or the Provider or the Customer reasonably suspects that you may commit, any breach of this EULA including, without limitation, paragraph 3 of this Schedule.
In the event of expiry or termination of this EULA, you must immediately cease using the Service. Termination of this EULA will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination. You are solely responsible for removing any information you store in the Service prior to termination of this EULA. The Provider will not be liable to you for any loss of your or any other user’s data or information upon termination of this EULA.

6. General

This EULA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this EULA or its subject matter or formation. If you are a consumer, you may also bring proceedings in the courts of the country in which you are resident, and we may bring proceedings against you only in those courts.
No party may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver. Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this EULA. You may not assign, novate or otherwise transfer your rights or obligations under this EULA without the Provider's prior consent. This EULA embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this EULA.

Schedule 2: Data Processing Schedule

This Schedule replaces and supersedes any earlier data processing agreement or data processing terms between the Supplier and the Customer, however described and whenever signed, in respect of processing carried out on or after the date the Customer accepts the Agreement.

This Data Processing Schedule (Schedule) is incorporated into the Terms (Agreement) entered into between Three Hearts Digital Ltd (Supplier) and you (Customer) and is effective as of the date you agree to be bound by the Terms.

The Agreement requires the Supplier to process Personal Data on the documented instructions of the Customer. This Schedule is the parties’ agreement for the purposes of Article 28(3) of the UK GDPR.

1. Definitions

For the purposes of this Schedule, the terms "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "processing", "Processor" and "Sub-Processor" have the meanings given to them at Article 4 of the UK GDPR. The following terms have the following meanings:

Customer means the same legal entity as set out in the Agreement.

Applicable Privacy Laws means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2025) (and regulations made thereunder) (DPA 2018); Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner (ICO) or other relevant regulatory authority and which are applicable to a party (Supervisory Authority).

Protected Data means the Personal Data described as set out in Part A of this Schedule, which is received from or on behalf of the Customer and/or otherwise processed by the Supplier in its capacity as Processor on behalf of the Customer (acting as Controller) in respect of Data Subjects through (a) the Supplier’s provision of, and the Customer’s receipt of, the Service; and/or (b) the Customer’s use of the Service, as contemplated in the Agreement.

Any other capitalised terms in this Schedule have the meanings set out in the Agreement.

2. Scope and roles of the parties

This Schedule does not apply to any data which does not, by itself, contain any information that would allow for the identification of an individual and therefore does not constitute Personal Data under the Applicable Privacy Laws.
(Independent Controllers) This Schedule does not apply to the parties’ respective obligations as independent (and not joint) Controllers of Personal Data. The Supplier and the Customer operate as separate (and not joint) Controllers in respect of the Personal Data either party may independently process in connection with the Service or otherwise. Accordingly: (a) the Supplier is a separate Controller for any Personal Data it collects to provide the Service, including regarding the Customer and its staff or Users; (b) the Customer is a separate Controller for Personal Data relating to any Data Subjects provided to it by the Supplier as part of the Service; and (c) the parties undertake to respect applicable laws which apply to them as separate Controllers and to be liable separately for their own controllership obligations and responsibilities.
(Processor) This Schedule applies only to processing activities whereby the Customer acts as Controller and the Supplier acts as Processor in respect of Protected Data processed by the Supplier as part of the Service. For the avoidance of doubt, this Schedule applies only to processing performed by the Supplier as part of the Service subscribed to by the Customer under the Agreement.
Nothing in this Schedule relieves either party of any of their respective responsibilities or liabilities under the Applicable Privacy Laws.

3. Compliance and instructions

(Customer’s compliance) When acting as Controller, the Customer must at all times comply with all Applicable Privacy Laws. The Customer must ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of this Schedule) are at all times in accordance with Applicable Privacy Laws. The Customer is solely responsible for ensuring that it has obtained all applicable consents and has provided all advance notice and information of the processing contemplated to any Data Subjects, as required of it under Applicable Privacy Laws.
(Supplier’s compliance) The Supplier must process Protected Data in compliance with the obligations placed on it under Applicable Privacy Laws and the terms of this Schedule.
(Instructions) The Supplier must only process (and must ensure that its Personnel and Sub-Processors only process) the Protected Data, including with regard to transfers of personal data to a third country, in accordance with the Customer’s instructions set out at Part A of this Schedule and the terms of this Schedule, except to the extent: (a) that alternative processing instructions are agreed between the parties in writing; or (b) otherwise required by Applicable Privacy Laws (in which case, the Supplier must inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). If the Supplier believes that any instruction received by it from the Customer is likely to infringe the Applicable Privacy Laws, it must inform the Customer and is entitled to cease to provide the relevant part of the Service under the Agreement, without liability, until the parties have agreed appropriate amended instructions which are not infringing.
(Confidentiality) The Supplier must ensure that all persons authorised by it to process the Protected Data are subject to a binding written obligation of confidentiality and have received appropriate training in data protection.
(Customer’s rights) The Customer has the right to: (a) give and vary the Supplier’s processing instructions in accordance with this Schedule; (b) object to a Sub-Processor under paragraph 5; (c) require the Supplier to assist it under paragraph 6; (d) audit and receive information under paragraph 8; and (e) require the return or deletion of Protected Data under paragraph 10.

4. Security

To protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, the Supplier must implement and maintain the technical and organisational measures set out in Part B of this Schedule.

5. Sub-processing

The Supplier’s current list of Sub-Processors is set out in Part C and is published at https://emailoctopus.com/legal/subprocessors. The Customer authorises the Supplier to appoint the Sub-Processors listed in Part C and generally authorises the appointment of replacement and additional Sub-Processors, subject to this paragraph. The Customer may request an up-to-date list of Sub-Processors at any time. The Supplier will give the Customer at least 30 days’ notice of any intended replacement or additional Sub-Processor, by updating that page and, where the Customer has subscribed to notifications, by email. The Customer may reasonably object to the Supplier’s replacement of a Sub-Processor or use of a new Sub-Processor by notifying the Supplier promptly in writing, and in any case within 15 days after that notice. The Customer must provide reasonable grounds for its objection, which must relate to compliance with Applicable Privacy Laws. If the Customer fails to object in that period, the Sub-Processor is deemed to be accepted by the Customer and added to Part C.
If the Customer reasonably objects to the replacement or use of a new Sub-Processor, the Supplier will use commercially reasonable efforts to make available to the Customer a change in the Service or recommend a commercially reasonable change to the Customer’s configuration or use of the Service to avoid processing of Protected Data by the objected-to Sub-Processor. If the Supplier does not or is unable to make available such change within a reasonable time frame, the Customer may terminate the applicable part of the Service which cannot be provided by the Supplier without the use of the objected-to Sub-Processor, upon providing thirty (30) days’ written notice to the Supplier. Termination of the affected part of the Service by the Customer is deemed a termination for convenience by the Customer, and the Supplier will refund a pro-rata proportion of any Subscription Fees paid in advance for the terminated part of the Service.
Prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, the Supplier must ensure that each such Sub-Processor is bound by a written contract containing materially the same obligations as under this Schedule that is enforceable by the Supplier. The Supplier: (a) remains fully liable to the Customer under this Schedule for all the acts and omissions of each Sub-Processor as if they were its own (but not to a greater extent than that); and (b) must ensure that all persons authorised by the Supplier (including the Supplier’s Personnel) or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

6. Data Subject rights and assistance

The Supplier must (at the Customer’s cost) assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the UK GDPR (and any similar obligations under the Applicable Privacy Laws) taking into account the nature of the processing and the information available to the Supplier. Taking into account the nature of the processing, the Supplier must (at the Customer’s cost) assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the UK GDPR (and any similar obligations under Applicable Privacy Laws) in respect of any Protected Data.
The Supplier must promptly notify the Customer if it receives a request from a Data Subject under any Applicable Privacy Laws in respect of the Customer’s Personal Data, or a complaint made under section 164A of the DPA 2018; and ensure that it does not respond to that request or complaint except on the documented instructions of the Customer or as required by applicable laws to which the Supplier is subject, in which case the Supplier must to the extent permitted by applicable laws inform the Customer of that legal requirement before responding. Where a Contact asks the Supplier directly to be removed from the Customer’s contact list, the Supplier may action that request on the Customer’s behalf and will notify the Customer that it has done so.

7. International transfers

The Supplier must not transfer, or permit any Sub-Processor to transfer, any Protected Data to a country outside the United Kingdom unless it has first put in place one of the transfer mechanisms permitted by Chapter V of the UK GDPR. The Customer authorises the Supplier to make, and to permit its Sub-Processors to make, such transfers on the basis of:
1. the transitional adequacy provisions in Schedule 21 to the Data Protection Act 2018 in respect of EEA states, and UK adequacy regulations made under Article 45 of the UK GDPR, including (in respect of certified recipients in the United States) the UK Extension to the EU-US Data Privacy Framework (the UK-US Data Bridge) under the Data Protection (Adequacy) (United States of America) Regulations 2023;
2. the International Data Transfer Agreement issued by the ICO, or the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (in each case in the version current at the date of the transfer); or
3. any other lawful transfer mechanism which affords the Protected Data a standard of protection that is not materially lower than that required under the UK GDPR.
The transfer mechanism relied on for each Sub-Processor is identified in Part C. The Supplier will carry out and record a transfer risk assessment where required, and will keep each mechanism under review. If a mechanism ceases to be valid, the Supplier will implement an alternative mechanism or cease the relevant transfer. If the transfer is required by law, the Supplier will inform the Customer of the legal requirement before the transfer unless the law prohibits it from doing so.
For so long as the European Commission’s adequacy decisions for the United Kingdom remain in force, where the Customer is established in the European Economic Area, no Article 46 transfer mechanism is required for the transfer of Protected Data to the Supplier, because the United Kingdom benefits from adequacy decisions adopted by the European Commission.

8. Audits and records

The Supplier must, in accordance with Applicable Privacy Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this Schedule and the obligations imposed by Article 28 of the UK GDPR, and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12-month period, and provided that such audit is conducted on reasonable notice, during normal business hours in the United Kingdom, at the Customer’s cost, and results in minimal disruption to the Supplier’s business, except where the audit relates to or follows a Personal Data Breach). The Supplier may satisfy this obligation by providing a current third-party audit report or security certification.
The Supplier must maintain complete and accurate records and information to demonstrate compliance with this Schedule and with Article 30(2) of the UK GDPR.

9. Personal Data Breach

The Supplier must notify the Customer without undue delay, and in any event within 48 hours, in writing on becoming aware of any Personal Data Breach in respect of any Protected Data and provide all information that the Customer reasonably requires in order to handle such Personal Data Breach, including (so far as known) the nature of the breach, the categories and approximate number of Data Subjects and records concerned, the likely consequences, and the measures taken or proposed. The Supplier must cooperate with the Customer and take reasonable commercial steps as are directed by the Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

10. Deletion and return

Upon termination of the provision of the Service under the Agreement relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, the Supplier must either make available for export by the Customer the Protected Data that has been provided by the Customer or securely dispose of such Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such Protected Data. The Supplier is not required to retain any Protected Data for longer than thirty (30) days following termination or expiry of the Agreement. In the absence of the Customer requesting return of its Protected Data within this timeframe, the Supplier is entitled to delete such Protected Data, subject only to copies retained in routine backups which are deleted within 90 days.
Notwithstanding the preceding paragraph, the Supplier is not obliged to delete any data which has been anonymised and aggregated so that no Data Subject is identifiable and such data cannot be attributed to the Customer or any Data Subject.

11. Liability and general

(Liability) Each party is only liable for its own breach of the Applicable Privacy Laws or of this Schedule and is not jointly or severally liable for the other party’s breach. The Customer indemnifies the Supplier against any loss incurred by the Supplier as a result of the Customer’s breach of the Applicable Privacy Laws or of this Schedule. In all cases, the Supplier’s liability to the Customer for any breach of this Schedule or the Applicable Privacy Laws is subject to the cap on liability contained in the Agreement at clause 13.6, which does not apply where the Customer is a consumer. The Customer’s indemnity in this paragraph does not apply where the Customer is a consumer.
(Confidentiality) The confidentiality provisions in the Agreement apply to all information and data contemplated under this Schedule. (Notices) All notices and communications given under this Schedule must be in writing and will be delivered by email to the address set out in the Agreement. (Governing law and jurisdiction) This Schedule is governed by the laws of England and Wales. Any dispute arising in connection with this Schedule, which the parties are not able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales.

Part A: Processing activities

Processing of the Protected Data by the Supplier under this Schedule and the Agreement is for the subject-matter, duration, nature and purposes and involves the types of Personal Data and categories of Data Subjects set out in this Part A.

Subject-matter of processing: To enable the Supplier to provide the Service and perform its obligations under the Agreement.

Duration of the processing: For the duration of the Agreement and the retention periods set out in paragraph 10 of this Schedule.

Nature and purpose of the processing: Collection, storage, organisation, retrieval, use, transmission, erasure and destruction of Protected Data for the purpose of enabling the Customer to create, send and manage email marketing campaigns and related landing pages and signup forms, to report on the results of those campaigns, and to receive the Support Services. Protected Data is also processed for automated screening of Content for phishing, fraud and other abuse. The Customer instructs the Supplier to process Protected Data for the detection, prevention and investigation of spam, fraud, abuse and security incidents, and to anonymise and aggregate Protected Data so that no Data Subject is identifiable, for the Supplier’s internal purposes of improving the Service and its abuse detection.

Type of Personal Data: Contact name and email address; any other fields the Customer chooses to upload to its contact lists (which must not include special category or criminal offence data); Contact IP address and approximate location derived from it; email engagement data (delivery, open, click, bounce, unsubscribe and complaint events); the content of Content sent to Contacts.

Categories of Data Subjects: The Customer’s Contacts, being the individuals on the contact lists the Customer uploads to or maintains on the Platform, and any individuals whose personal data is contained in Content.

Part B: Minimum technical and organisational security measures

In accordance with Applicable Privacy Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons, the Supplier will implement appropriate technical and organisational security measures appropriate to the risk, including those matters mentioned in Articles 32(1)(a) to 32(1)(d) of the UK GDPR and the following.

encryption of Protected Data in transit using TLS, and at rest;
role-based access control, unique named accounts, multi-factor authentication for administrative access, and logging of access to Protected Data (including administrative access under clause 4.8 of the Agreement);
network segregation, firewalling and protection against malicious code;
secure development practices, including code review and dependency management;
vulnerability scanning and penetration testing;
backups taken regularly, retained for no more than 90 days and periodically tested;
business continuity and disaster recovery arrangements designed to restore availability of and access to Protected Data in a timely manner after an incident;
a documented information security policy, personnel confidentiality undertakings and data protection training;
a documented personal data breach response procedure; and
periodic review and testing of the effectiveness of these measures.

Part C: Sub-Processors

The Supplier’s Sub-Processors as at the date of the Agreement are listed below. Because Sub-Processors change from time to time, the authoritative and up-to-date list is the one published at https://emailoctopus.com/legal/subprocessors, and the Supplier will give notice of changes to it in accordance with the sub-processing paragraph of this Schedule.

Sub-Processor	Processing activity	Location	Transfer mechanism
Amazon Web Services EMEA SARL	Cloud hosting and storage of contact lists, Content and account data, and the AI models we use to screen Content for phishing, fraud and abuse	European Union (EEA), primarily Ireland. AI content screening may run in other AWS regions, including the United States. For EmailOctopus Connect, delivery events pass through the AWS region of the customer's own Amazon SES account. Support access from outside the UK	UK adequacy regulations (EEA); IDTA / UK Addendum for AI screening in other regions, Connect events and support access
Automattic, Inc. (Gravatar)	Hashed email addresses, to provide contact profile images	United States	UK-approved standard contractual clauses
Bird B.V. (formerly SparkPost / MessageBird)	Email delivery (our main sending provider)	Sending and contracting infrastructure in the European Union	UK adequacy regulations (EEA); IDTA / UK Addendum
Cloudflare, Inc.	Content delivery network, DNS and security	United States and global edge network	UK-US Data Bridge, supported by the UK Addendum
Datadog, Inc.	Infrastructure monitoring and logs. Logs and database query samples can include Protected Data	European Union (EU1 site); support access from the United States	UK adequacy regulations (EEA); UK-US Data Bridge for support access
Google LLC	Google Workspace (email, documents and spreadsheets used by our team, processing Protected Data only where it is sent to us); reCAPTCHA spam protection on sign-up forms; Google Fonts on forms, landing pages and emails	United States	UK-US Data Bridge, supported by the UK Addendum
Help Scout PBC	Customer support ticketing. Processes Protected Data only where it is included in a support request	United States	UK-US Data Bridge, supported by the UK Addendum
Sentry (Functional Software, Inc.)	Error monitoring. Error reports can include Protected Data shown in the app when an error happens	United States and European Union	UK-US Data Bridge, supported by the UK Addendum
Twilio SendGrid (Twilio Inc.)	Email delivery (used for a small share of sending)	United States	UK-US Data Bridge, supported by the UK Addendum

The Customer should verify this list against the Supplier’s published sub-processor page before relying on it.

Schedule 3: Consumer Addendum

1. When this Addendum applies

This Addendum applies only if you are a consumer — that is, an individual who is acquiring the Subscription wholly or mainly outside your trade, business, craft or profession. It does not apply to business customers.

EmailOctopus is provided for business use, and clause 2.1 of the Terms asks you to use it for business purposes. If, despite that, you are a consumer, this Addendum applies in addition to the Terms and prevails over anything inconsistent in them.

Nothing in the Terms or in this Addendum affects your statutory rights, which cannot be excluded or restricted.

2. Your right to change your mind

You have the right to cancel your Subscription within 14 days, without giving any reason. The cancellation period ends at the end of 14 days after the day on which the contract between us is entered into. This is your right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

To cancel, tell us clearly that you have decided to cancel before that period ends. You may email us at contact@emailoctopus.com, cancel through your Account, or use our model cancellation form, which is for consumers only — you do not have to use the form.

When you pay for a Subscription you expressly request that we begin providing the Service immediately, and we do so. If you then cancel within the cancellation period, you must pay us an amount in proportion to the Service supplied to you up to the time you told us you had cancelled, compared with the full coverage of your Subscription.

We will refund the Subscription Fees you have paid, less any amount payable under the paragraph above, using the same payment method you used, without undue delay and in any event within 14 days of the day you tell us you have cancelled. We will acknowledge any cancellation you submit through your Account.

3. Provisions of the Terms that do not apply to you

Clauses of the Terms marked “(Business customers only)” do not apply to you. Nor do the following, which are also for business customers: the exclusion of liability for consequential loss and the cap on our liability; every indemnity and release you give us under the Terms, including those relating to intellectual property, third party software and third party data, data protection, Taxes, the Online Payment Partner and downgrades; the requirement to pay Taxes and withholdings in addition to the Subscription Fees, beyond the total price shown to you before you paid; the requirement to mediate before bringing a claim; and the provision making Yearly Subscription Fees non-refundable if you cancel during the Subscription Period. If you cancel a Yearly Subscription part way through the Subscription Period, your Subscription ends when we make the refund, and we will refund a pro-rata proportion of the Subscription Fees for the unused period.

More generally, any provision of the Terms which excludes or limits our liability to you, or which requires you to indemnify or release us, applies to you only so far as the law allows. That includes the provisions on data loss and backups, on AI-generated content, and the exclusion of implied warranties and representations.

If your use of the Service exceeds the limits of your Subscription Tier, we will ask you to accept the upgrade before we charge you for it, rather than upgrading you automatically under clause 14.5. Until you accept, we may prevent further sending or the addition of further Contacts.

4. Our liability to you

If we fail to comply with the Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the contract or failing to use reasonable care and skill. We are not responsible for loss or damage that is not foreseeable. We do not exclude or limit our liability where it would be unlawful to do so.

5. Complaints, and where you can bring proceedings

If you are unhappy with the Service, or with how we have handled a complaint, please contact us at contact@emailoctopus.com. We will acknowledge your complaint promptly and tell you the outcome of our investigation. We do not currently take part in an alternative dispute resolution scheme. If you live in the European Economic Area you can find details of consumer dispute resolution bodies in your country at https://consumer-redress.ec.europa.eu.

The Terms are governed by the law of England and Wales, but you may bring proceedings in the courts of the country in which you live, and we may bring proceedings against you only in those courts. If you live in Scotland or Northern Ireland you may bring proceedings in the courts of that country or of England.

Terms of Use