1.1 Who we are. DEL44 is operated by Artificial Grass Online Ltd, a company registered in England and Wales under company number 10364075, whose registered office is at 5 Carnfield Place, Walton Summit, Bamber Bridge, PR5 8AN, and whose VAT registration number is GB181807791. Artificial Grass Online Ltd trades as DEL44 ("DEL44", "we", "us" and "our").
1.2 What these Terms cover. These Terms of Service ("Terms") govern access to and use of the Service by the company or limited liability partnership that registers a Workspace ("Customer", "you" and "your").
1.3 Business use only. The Service is supplied only to businesses for use in the course of their business. It is not offered to consumers, and by accepting these Terms you confirm that you are not entering into the Agreement as a consumer.
1.4 Related documents. The Data Processing Terms at https://www.del44.com/dpa form part of the Agreement and govern our processing of personal data on your behalf. Our Privacy Policy at https://www.del44.com/privacy explains how we handle personal data for which we are the controller, including data about your Users. The Privacy Policy is provided for information and does not form part of the Agreement.
1.5 Contact. You can contact us about these Terms at support@del44.com or by post at our registered office.
2.1 Definitions. In these Terms:
"Admin" means a User given administrator permissions in your Workspace.
"Agreement" means these Terms, the Data Processing Terms, any Order Form and the Plan details accepted at checkout.
"Billing Period" means each monthly period for which Fees are charged, starting on the date your paid subscription starts and on the same date in each following month.
"Business Day" means a day other than a Saturday, Sunday or public holiday in England.
"Customer Data" means all data, including personal data, that you, your Users or your Drivers submit to, import into or generate through the Service, including data received from Third-Party Services you connect, but excluding Usage Data.
"Data Processing Terms" means the DEL44 Data Processing Terms published at https://www.del44.com/dpa, as updated under clause 24.
"Driver" means an individual for whom you create a login to the Driver App.
"Driver App" means the DEL44 mobile application for Drivers on iOS and Android devices.
"Effective Date" means the effective date shown at the top of these Terms.
"End Recipient" means a person to whom you make or arrange a delivery and whose details are processed in the Service.
"Enterprise Plan" means a Plan whose prices, limits or other terms are agreed in an Order Form.
"Fees" means the subscription charges for your Plan and the charges for SMS Credit.
"Order Form" means a written order or agreement accepted by both parties that refers to these Terms.
"Plan" means the subscription plan selected for your Workspace, being Starter, Growth, Pro or Enterprise.
"Print Station" means the DEL44 software installed on your computers to receive and print labels and dispatch documents.
"Self-Service Plan" means the Starter, Growth or Pro Plan purchased through the Service.
"Service" means the DEL44 platform made available through https://www.del44.com, including the web application, the Driver App, Print Station, public delivery tracking pages, integrations and related support.
"SMS Credit" means prepaid credit used to send text messages through the Service.
"Third-Party Service" means any service, platform, courier, marketplace, application or software not provided by DEL44, including those described in clause 13.
"Trial" means the free trial described in clause 7.
"Usage Data" means technical and statistical information about the use and performance of the Service, such as counts of deliveries, Users, Drivers and Print Stations, held in a form that does not identify any individual.
"User" means an individual, other than a Driver, whom you authorise to access the Service through the web application.
"Workspace" means the organisation account created for you in the Service.
2.2 Interpretation. "Including" and similar words do not limit the words that precede them. Headings do not affect interpretation. A reference to legislation includes that legislation as amended, extended or re-enacted. "Writing" includes email unless these Terms say otherwise.
3.1 Who may register. The Service is available only to private and public limited companies and limited liability partnerships that are registered at Companies House in the United Kingdom and shown on the Companies House register as active. Sole traders, partnerships, unincorporated associations and individuals cannot register.
3.2 Verification. When you register, we check the company number you provide against the Companies House register. We may refuse a registration, or ask for further information, if the company is not active or the details do not match. If your Workspace was created before company number verification was introduced, we may require you to add your company number in Settings.
3.3 Changes in status. You must tell us promptly at support@del44.com if you enter administration, liquidation or any other insolvency process, or if you are struck off or dissolved.
3.4 Other organisations. We may agree to supply the Service to another type of organisation only under an Order Form.
3.5 Authority. The individual who registers the Workspace, signs an Order Form or accepts a new version of these Terms confirms that they are authorised to bind the Customer.
4.1 When the Agreement starts. The Agreement starts when the person registering your Workspace ticks the box confirming agreement to these Terms and the Privacy Policy and completes registration, or, for an Enterprise Plan, when the Order Form is accepted by both parties if earlier.
4.2 Records of acceptance. Each time these Terms are accepted we record the individual's name and email address, the Workspace, your company name and company number, the date and time, the version of these Terms, the Privacy Policy and the Data Processing Terms accepted, and the IP address and browser details used. Each party may rely on those electronic records as evidence that the relevant version was accepted. We keep them for six years after your Workspace is closed and then delete them.
4.3 Invited Users. Each User invited to your Workspace must tick the same acceptance box when setting their password. That step confirms that the User will use the Service in line with these Terms. It does not make the User a party to the Agreement, which remains between you and us.
4.4 Order of precedence. If there is a conflict between the documents forming the Agreement, the following order applies: (a) an Order Form, but only for the provisions it expressly changes; (b) the Data Processing Terms, in relation to the processing of personal data on your behalf; (c) these Terms; and (d) Plan information shown on our pricing page or in the Service.
4.5 Your own terms. Terms contained in or referred to in your purchase orders, supplier portals or other documents do not apply, even if we accept or process them.
5.1 Description. DEL44 is business-to-business software for order, dispatch, courier and delivery management. Depending on your Plan and the features you enable, the Service supports ecommerce order management, fulfilment folders, courier booking, shipping labels, route planning and optimisation, vehicle and Driver assignment, Driver delivery workflows, proof of delivery, delivery tracking pages, delivery notifications, marketplace and ecommerce integrations, and print and dispatch workflows.
5.2 We are not a carrier. DEL44 provides software only. We are not a courier, carrier, freight forwarder or logistics operator, we do not carry, store or handle goods, and we are not the agent of any courier. Your contracts with couriers, marketplaces and End Recipients are between you and them.
5.3 Your operational decisions. You decide which orders to fulfil, which addresses, routes, courier services and delivery times to use, and when orders are marked as dispatched or fulfilled. We do not verify the accuracy of addresses, order contents, product data, tax or customs values, courier service selections or marketplace instructions. Optimised routes and estimated arrival times are estimates. Drivers must follow road traffic law and use their own judgement about road and site conditions.
5.4 Licence. Subject to the Agreement and payment of the Fees, we grant you a non-exclusive, non-transferable right, without the right to sublicense, during the term of the Agreement to access and use the Service for your internal business operations, and to permit your Users and Drivers to do so on your behalf.
5.5 Restrictions. You must not, and must not permit anyone else to: (a) copy, modify or create derivative works of the Service; (b) decompile, reverse engineer or disassemble the Service, except to the extent that applicable law expressly permits this despite this restriction; (c) resell, sublicense, rent or otherwise make the Service available to any third party, other than End Recipients through tracking pages and notifications; (d) use the Service to build or provide a competing product or service; or (e) remove or obscure any proprietary notice in the Service.
6.1 Individual logins. Each User and Driver must have their own login. Logins must not be shared. A login email address can belong to only one Workspace.
6.2 Admin responsibilities. Your Admins decide who may access your Workspace, assign permissions, and must remove access promptly when a User or Driver no longer needs it.
6.3 Credentials. You must keep login credentials secure and tell us promptly at support@del44.com if you believe a login or credential has been compromised.
6.4 Two-factor sign-in. The Service offers optional two-factor sign-in for Users using a standard authenticator application, and Admins can make it compulsory for all Users in the Workspace. We strongly recommend that Admins do so. Two-factor sign-in is provided as a feature of the Service and may change from time to time. Drivers are not asked for a second factor.
6.5 Drivers. Only you can create Driver logins. Drivers do not accept these Terms. You are responsible for each Driver's use of the Driver App and for giving each Driver the information required by data protection law about how the Driver App records location and delivery events, before the Driver first uses it. We provide a template notice that you may adapt for this purpose.
6.6 Responsibility for your people. Acts and omissions of your Users and Drivers in connection with the Service are treated as your acts and omissions.
6.7 Accurate information. Information you give us about your company, Admins and billing contacts must be accurate and kept up to date.
7.1 Trial period. Each new Workspace receives one free Trial of 30 days, starting when the Workspace is created. No payment card is needed to start the Trial. We may refuse a further Trial to a company, or to a company in the same group, that has already had one.
7.2 Choosing a Plan during the Trial. If you choose a Self-Service Plan during the Trial, you will be taken to Stripe Checkout and must provide a payment card. Where more than 48 hours of the Trial remain at that time, the rest of the Trial carries over. Your subscription will then convert to a paid subscription automatically when the Trial ends, and your card will be charged the first monthly Fee at that time without further confirmation from you. Where 48 hours or less of the Trial remain, your paid subscription starts and the first monthly Fee is charged when you complete checkout.
7.3 Cancelling before the Trial ends. If you cancel a Plan chosen during the Trial through the billing portal before the Trial ends, you will not be charged. If no payment method is on file when the Trial ends, the subscription is cancelled.
7.4 If no Plan is chosen. If the Trial ends without an active paid Plan, the grace period and restriction in clause 10 apply. Your Workspace is not moved to a different Plan, and Customer Data is not deleted only because the Trial has ended.
7.5 Trial terms. The Trial is provided free of charge and, to the extent permitted by law, without the commitments in clause 22.1. Clause 23 applies to the Trial.
8.1 Plans. At the Effective Date, the Self-Service Plans are as follows, and Enterprise Plan terms are set in the Order Form:
| Plan | Monthly price (inc. VAT) | Drivers | Office Users | Depots | Deliveries per month (fair use) | Print Stations (fair use) |
|---|---|---|---|---|---|---|
| Starter | £399 | 3 | 1 | 1 | 1,000 | 2 |
| Growth | £599 | 10 | 5 | 5 | 3,500 | 5 |
| Pro | £999 | 20 | 10 | 10 | 8,000 | 10 |
| Enterprise | Agreed in Order Form | Agreed | Agreed | Agreed | Agreed | Agreed |
Current prices and limits are also shown at https://www.del44.com/pricing and may change under clause 9.6.
8.2 Hard limits. The numbers of Drivers, office Users and depots are hard limits. The Service will not allow you to add more than your Plan permits and will ask you to upgrade. If you move to a Plan with lower limits, existing Users, Drivers and depots are not removed, but you cannot add more until you are within the new limits.
8.3 Fair use allowances. Deliveries per month and Print Stations are fair use allowances, not hard limits. Exceeding them does not block your use of the Service and does not result in any additional charge.
8.4 Monitoring and contact. We monitor usage of the Service against the fair use allowances automatically. If your Workspace exceeds or approaches an allowance, we may contact you to discuss an upgrade or an Enterprise Plan.
8.5 Sustained excess use. If your usage exceeds a fair use allowance in any two of three consecutive calendar months, we may give you at least 30 days' written notice requiring you to move to a Plan that reflects your usage. If you do not wish to do so, either party may end the Agreement with effect from the end of the Billing Period in which that notice period expires.
8.6 No overage billing. There are no overage charges. Text messages are paid for separately through SMS Credit under clause 12.
9.1 Self-Service Plans. Fees for Self-Service Plans are charged monthly in advance in pounds sterling and include VAT at the applicable rate. Your subscription renews automatically at the start of each Billing Period until cancelled under clause 11. Annual billing is not offered.
9.2 Payment authority. By providing a payment card, you authorise us and Stripe to charge that card for recurring subscription Fees and for any SMS Credit you purchase.
9.3 Stripe. Card payments are processed by Stripe under its own terms. We do not receive or store full payment card numbers.
9.4 VAT invoices. Stripe payment receipts are confirmations of payment only and are not VAT invoices. We issue a separate VAT invoice through our accounting system for each subscription payment and each SMS Credit purchase. The amount charged through Stripe will equal the gross total shown on the corresponding VAT invoice. If you do not receive a VAT invoice, please contact support@del44.com.
9.5 Enterprise Plans. Fees for Enterprise Plans are set out in the Order Form, are exclusive of VAT unless the Order Form states otherwise, and are payable monthly in advance by the method and within the time stated in the Order Form. Where the Order Form does not state a payment period, invoices are payable within 14 days of the invoice date.
9.6 Price changes. We may change the Fees for Self-Service Plans by giving at least 30 days' notice by email to your Admins. We may change Enterprise Plan Fees by giving at least 60 days' written notice, unless the Order Form fixes the Fees for a committed period. A price change applies from the first Billing Period starting after the notice period ends and never to a Billing Period already paid for. Enterprise price changes are not pro-rated. You may cancel before the new price applies under clause 11.
9.7 Changes in VAT. If the rate of VAT changes, we may adjust VAT-inclusive prices to reflect the change from the date it takes effect.
9.8 Late payment. If an Enterprise invoice is not paid by its due date, we may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
9.9 No deductions. You must pay Fees in full without set-off, counterclaim or deduction, except as required by law.
10.1 Failed payments. If a subscription payment fails, a grace period of 7 days applies. During it, your Workspace continues to work normally and displays a banner asking you to update your payment details.
10.2 Trial ending without a Plan. If the Trial ends without an active paid Plan, a grace period of 7 days applies on the same basis.
10.3 Restriction. If the matter is not resolved by the end of a grace period, your Workspace is restricted. While it is restricted, new routes, orders and print jobs cannot be created, but Drivers can finish routes already assigned to them. Customer Data is not deleted because of restriction.
10.4 Restoring access. Restriction ends once a valid paid Plan is active and any outstanding Fees are paid.
10.5 Enterprise non-payment. If an Enterprise invoice remains unpaid 14 days after we have given you written notice that it is overdue, we may restrict your Workspace in the same way.
10.6 Prolonged restriction. If your Workspace remains restricted for more than 90 consecutive days, we may end the Agreement by giving your Admins at least 14 days' notice by email, after which the closure process in clause 21 applies.
11.1 Changing Plan. You can upgrade or downgrade a Self-Service Plan through the Service or the billing portal. Any proration, credit or immediate charge arising from the change is calculated by Stripe and shown to you before you confirm it. Clause 8.2 applies to any downgrade.
11.2 Cancelling through the billing portal. You can cancel a Self-Service Plan at any time through the Stripe billing portal. Cancellation takes effect at the end of the current Billing Period. You keep full access until then and will not be charged again. After that date your Workspace is restricted under clause 10.3 unless you start a new Plan. Cancelling a subscription does not close your Workspace or delete Customer Data.
11.3 Closing your Workspace. If an Admin closes your Workspace through the closure process in clause 21, your subscription is cancelled immediately when closure starts. No refund is given for the remainder of the current Billing Period.
11.4 Enterprise Plans. Unless the Order Form sets a minimum term or a different notice period, either party may end an Enterprise Plan by giving at least 30 days' written notice expiring at the end of a Billing Period. Fees are not pro-rated.
11.5 Refunds. Fees are non-refundable, including for part Billing Periods, unused fair use allowances and unused SMS Credit, except: (a) where a refund is required by law; (b) where clause 19.4, 20.5, 20.6, 22.2, 22.5 or 25.1 of these Terms, or clause 9.4 of the Data Processing Terms, expressly provides for one; or (c) where we agree in writing to give one.
12.1 Buying SMS Credit. SMS Credit is bought through one-off card payments processed by Stripe. Clause 9.4 applies to VAT invoices for SMS Credit.
12.2 Using SMS Credit. Credit is deducted according to the number of message segments sent. A long message may use more than one segment. Where credit enforcement applies to your Workspace, a text message will not be sent if there is insufficient credit, although an email notification for the same event may still be sent where email is configured. Where we have switched credit enforcement off for your Workspace, text messages can still be sent.
12.3 SMS prices. SMS prices are shown in the Service. We may change them on at least 14 days' notice where our messaging provider's costs change. A change applies to messages sent after it takes effect.
12.4 No cash value. SMS Credit has no cash value, cannot be transferred or exchanged, and is not refunded, including when your Workspace is closed, except where required by law.
12.5 Delivery notifications. The Service can send delivery status emails and text messages to End Recipients on your behalf, such as scheduled, out for delivery, driver nearby, delivered, failed and rescheduled messages. Delivery emails may include proof-of-delivery photographs. You are responsible for having lawfully obtained End Recipients' contact details, and you must not use delivery notifications to send marketing.
12.6 STOP replies. If an End Recipient replies STOP to a text message, our messaging provider may block further text messages to that number from the sending number used.
13.1 Available integrations. The Service connects by direct API to Third-Party Services that you choose to use. At the Effective Date these include: (a) couriers, including Evri, DX, DHL Express, FedEx, InPost and Royal Mail (through ProShipping); (b) sales channels, including Shopify, eBay, Amazon and the B&Q marketplace (operated on the Mirakl platform); and (c) other supported couriers or sales channels, including integrations that are in development, as made available from time to time.
13.2 Your third-party accounts. You must hold your own account with each Third-Party Service you connect and comply with its terms. You are responsible for its charges, settings and credentials, and for any consequences under its terms of actions taken through the integration on your instructions.
13.3 Authority to act. You authorise us to access your Third-Party Service accounts through their APIs, using the credentials you provide, to retrieve orders, create shipments and labels, and update tracking and fulfilment status as your Workspace is configured. We store integration credentials in encrypted form.
13.4 Checking outputs. You must check courier bookings, labels, service selections and fulfilment updates before relying on them.
13.5 Changes by third parties. Third-Party Services are provided by separate organisations that we do not control. They may change their APIs, authentication requirements, limits or functionality, suffer outages, or withdraw access. We may need to change, suspend or withdraw an integration as a result, and will tell you where reasonably practicable. We are not responsible for the acts, omissions, outages or decisions of any Third-Party Service.
13.6 Data shared with Third-Party Services. When you connect a Third-Party Service, we send it the Customer Data needed for the integration on your instructions. The Third-Party Service processes that data under its own terms and its relationship with you. It is not our sub-processor.
13.7 Maps and navigation. The Service uses Mapbox for address lookup, route directions, distances and maps, with postcodes.io as a fallback for postcode lookup. A Driver can open a stop in Google Maps, Waze or Apple Maps on their device, in which case the stop address is passed to that application, which handles it under its own terms.
14.1 Driver App. The Driver App is licensed to you for use by your Drivers under clause 5.4. We may update it automatically, including through over-the-air updates delivered by Expo. Older versions may stop working, and Drivers must keep the Driver App updated.
14.2 Location recording. The Driver App records continuous location only while the Driver's own route is in progress, starting after the Driver taps Start Route and stopping when the route ends, the Driver signs out, location permission is withdrawn or the route is cancelled. It also takes a single location reading when a Driver taps Start Route, Arrived, Delivered or Failed, where the Driver has granted location permission. Our servers refuse location points received outside an active route, and refuse them for a route that has been in progress for more than 14 hours with no delivery activity in the previous 14 hours. Further detail is in section 7 of the Privacy Policy.
14.3 Your obligations on monitoring. You must not use the Service to monitor Drivers outside their delivery routes. Before Drivers use the Driver App, you must tell them how their location and delivery data is recorded, who can see it (including End Recipients on the public tracking map), what you use it for and how long it is kept, and you must assess whether a data protection impact assessment is required.
14.4 Devices and safe use. You are responsible for the devices on which the Driver App runs, whether owned by you or by Drivers, and for any mobile data charges. You must ensure that Drivers do not use the Driver App in breach of road traffic law, including the rules on using hand-held mobile devices while driving.
14.5 App stores. Where the Driver App is obtained from the Apple App Store or Google Play, the terms of that store also apply to its download and use. Apple and Google are not parties to the Agreement and have no responsibility for the Driver App or its support.
14.6 Print Station. Print Station runs on computers you control. You are responsible for the security, operating system, printers and network of those computers. Print Station keeps local log files on each computer for 14 days and deletes older files automatically. Those log files remain under your control. Print Station access is removed when your Workspace is closed.
15.1 Prohibited use. You must not use the Service, or permit it to be used:
(a) in breach of any law or regulation, or fraudulently;
(b) to send unlawful, abusive or misleading communications, or unsolicited marketing;
(c) to upload or process data that you have no right to use;
(d) to infringe any third party's rights;
(e) to access or attempt to access another customer's data;
(f) to probe, scan or test the security of the Service without our written permission;
(g) to overload, disrupt or interfere with the Service or its infrastructure, or to introduce malicious code;
(h) to bypass hard limits, access controls or security measures; or
(i) to scrape or extract data from the Service by automated means other than through features or APIs we provide.
15.2 Sensitive information. You must not use delivery instructions, notes or other free-text fields to record health information or other special category data, or information about criminal offences, unless it is strictly necessary for the delivery and you have a lawful basis to process it.
16.1 Ownership. As between the parties, you own Customer Data.
16.2 Our use of Customer Data. You grant us a non-exclusive licence for the term of the Agreement to host, copy, transmit, display and otherwise process Customer Data as necessary to provide and support the Service, to comply with law and to enforce the Agreement.
16.3 Roles. For personal data within Customer Data, you are the controller and we are your processor, and the Data Processing Terms apply. We are the controller of personal data about your Users and billing contacts that we process to run our business, such as account, billing, security, support and marketing data, as described in our Privacy Policy.
16.4 Your responsibilities. You are responsible for: (a) having a lawful basis for the personal data you put into or connect to the Service; (b) giving End Recipients and Drivers the privacy information that the law requires, including about the live location visible on public tracking pages; (c) carrying out any data protection impact assessment that the law requires; and (d) the accuracy of Customer Data.
16.5 Retention settings. Admins can set how long Driver location points are kept (30, 60, 90 or 180 days, with 90 days as the default) and when End Recipient personal data on completed orders is redacted (1, 2, 3 or 6 years, with 6 years as the default). The Service applies these settings automatically. You are responsible for choosing periods that are appropriate to your purposes.
16.6 Usage Data. We may collect and use Usage Data to operate, secure and improve the Service, to monitor fair use and to plan capacity. We will not disclose Usage Data that identifies you to any third party except to our service providers or where required by law.
16.7 No AI processing or sale. We do not use artificial intelligence or large language model services to process Customer Data, and route optimisation runs on our own servers. We do not sell Customer Data. If we propose to use an artificial intelligence service to process Customer Data, we will give you advance notice under the sub-processor procedure in the Data Processing Terms.
16.8 Your own records. We do not undertake to keep backup copies of Customer Data or to restore deleted data. You should keep your own copies of records you need, including by using the export feature described in clause 21.2.
16.9 Marketing to your team. We may send marketing emails and text messages about DEL44 products, features and offers to your Users and other named contacts at your company. Each message will identify us and give a simple way to opt out: a one-click unsubscribe link in each marketing email, and replying STOP to a marketing text message. Opting out of marketing does not stop service messages about your account or deliveries. Further detail is in our Privacy Policy.
17.1 Our rights. We and our licensors own all intellectual property rights in the Service, including its software, source code, interfaces, designs, documentation and the DEL44 name and branding. The Agreement does not transfer any of those rights to you.
17.2 Your rights. You and your licensors own all intellectual property rights in Customer Data and your own names, logos and branding.
17.3 Your branding. You grant us a non-exclusive licence for the term of the Agreement to display your names and logos on tracking pages, notifications, labels and other outputs of the Service as you configure them.
17.4 Feedback. If you give us feedback or suggestions about the Service, we may use them freely and without payment, provided we do not disclose your Confidential Information.
18.1 Obligations. Each party will keep the other's Confidential Information confidential, use it only to perform or receive the benefit of the Agreement, and disclose it only to its employees, contractors, professional advisers and service providers who need to know it and are bound by equivalent duties of confidence. "Confidential Information" means information disclosed by one party to the other in connection with the Agreement that is marked as confidential or would reasonably be regarded as confidential.
18.2 Exceptions. Clause 18.1 does not apply to information that is or becomes public other than through a breach of the Agreement, was lawfully known to the recipient before disclosure, is lawfully received from a third party without restriction, or is developed independently.
18.3 Required disclosure. A party may disclose Confidential Information where required by law, a court or a regulator, and will give the other party notice where lawful and practicable.
18.4 Duration. This clause 18 continues for five years after the Agreement ends. Personal data is governed by the Data Processing Terms and the Privacy Policy.
19.1 Availability. We use reasonable efforts to keep the Service available, but we do not provide a guaranteed uptime service level unless an Order Form says so. Availability may be affected by maintenance, updates, outages of hosting, internet, courier or marketplace services, security incidents and events outside our reasonable control.
19.2 Maintenance. Where practicable, we carry out planned maintenance outside UK business hours.
19.3 Support. Support is provided by email to support@del44.com during UK business hours. Response times are not guaranteed unless an Order Form says so.
19.4 Changes to the Service. We may change the Service, including by adding, improving or replacing features and service providers. If we remove or materially reduce a core feature of your paid Plan, we will give you at least 30 days' notice where practicable. You may then cancel your Plan with effect from the date of the change and receive a refund of Fees paid for any period after that date.
19.5 Hosting. The Service is currently hosted mainly in the United States, with files stored in Western Europe. We may change hosting providers or regions in line with the Data Processing Terms.
20.1 Suspension. We may suspend or restrict access to all or part of the Service where reasonably necessary to respond to a security threat, to prevent unlawful activity or serious misuse, to protect the Service or other customers, to comply with law, or where you are in material breach of clause 15. Any suspension will be proportionate. We will tell you the reason where lawful and practicable, and will lift the suspension once the reason no longer applies. Non-payment is dealt with under clause 10.
20.2 Termination by you. You may end the Agreement by cancelling under clause 11 and closing your Workspace under clause 21.
20.3 Termination by us for breach. We may end the Agreement by notice if you commit a material breach and, where it can be remedied, do not remedy it within 14 days after receiving notice requiring you to do so.
20.4 Immediate termination by us. We may end the Agreement immediately by notice if: (a) you enter administration, liquidation or any other insolvency process, or cease to be shown as active on the Companies House register; (b) continuing to provide the Service would breach any law; or (c) your use of the Service is fraudulent or unlawful, or creates a serious security risk.
20.5 Termination by us without cause. We may end the Agreement for any reason by giving at least 90 days' notice. We will refund any Fees paid for the period after the termination date.
20.6 Termination by you for our breach. You may end the Agreement by notice if we commit a material breach and do not remedy it within 30 days after receiving notice requiring us to do so. We will refund any Fees paid for the period after the termination date.
20.7 Effect of termination. When the Agreement ends, your right to use the Service ends, integrations and notifications stop, and clause 21 applies. Termination does not affect rights and liabilities that have accrued. Clauses 9.8, 9.9, 11.5, 16.1, 17, 18, 21, 22.4 to 22.7, 23 and 25, and any other provision intended to survive, continue after termination.
21.1 Starting closure. An Admin can close your Workspace from Settings. We may also start closure when the Agreement ends.
21.2 Export. Before closing your Workspace, an Admin can download an export of orders, deliveries and proof-of-delivery links. The export lists proof-of-delivery photographs rather than including them, so you should download any photographs you need before the 30-day period in clause 21.4 ends. Where we start closure, we will notify your Admins at least 14 days in advance where lawful and practicable so that you can take an export.
21.3 Immediate effects. When closure starts: (a) your subscription is cancelled immediately without refund; (b) all Users are signed out and unused invitation and password reset links stop working; (c) Driver App notifications and Print Station access are removed; and (d) courier and marketplace connections are switched off.
21.4 30-day closure period. An Admin can cancel a closure they started within 30 days. Cancelling restores courier and marketplace connections, but your subscription and Print Station access must be set up again and Fees will be payable from that point.
21.5 Deletion. When the 30-day period ends, all of your Workspace's records and files are deleted, its audit log entries are anonymised and its contact details are cleared. We keep only a minimal record of the Workspace's internal identifier, company name, closure and deletion dates and Stripe references, so that we can reconcile billing records and meet our tax and accounting obligations, together with the records of acceptance described in clause 4.2, which are kept for six years after closure and then deleted. Invoices are retained in Stripe and in our accounting system.
21.6 Residual copies. Any copies of deleted data held in our hosting provider's logs or backups are overwritten or expire under that provider's retention cycle, and in any event within 90 days of deletion.
21.7 Deletion during the term. While your Workspace is open, you can delete individual orders, and the retention settings in clause 16.5 apply automatically. Deleted data cannot be recovered.
22.1 Our commitments. We will provide the Service with reasonable skill and care, and the Service will perform materially as described in clause 5.1.
22.2 Remedy. If the Service does not meet clause 22.1 and you tell us within a reasonable time, we will use reasonable efforts to correct the failure. If we cannot do so within a reasonable time, either party may end the affected Plan by notice and we will refund any Fees paid for the period after termination. This clause 22.2 sets out your sole remedy for breach of clause 22.1.
22.3 Exclusions. Clause 22.1 does not apply to failures caused by Customer Data, Third-Party Services, your devices or networks, use other than in line with the Agreement, or changes not made by us. Except as expressly set out in the Agreement, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law. We do not warrant that the Service will be uninterrupted or error-free, or that it will achieve any delivery time, route efficiency, cost saving, courier rate or marketplace outcome.
22.4 Your commitments. You warrant that you are an active company or limited liability partnership registered at Companies House, that you have all rights and lawful bases needed to provide Customer Data to us and to have it processed under the Agreement, and that you have given Drivers and End Recipients the information required by data protection law.
22.5 Our intellectual property indemnity. We will defend you against any claim by a third party that your use of the Service in line with the Agreement infringes that third party's intellectual property rights in the United Kingdom, and will pay damages and costs finally awarded against you, or agreed by us in settlement, in respect of that claim. This indemnity does not apply to claims arising from Customer Data, Third-Party Services, modifications not made by us, or use of the Service in combination with anything not supplied by us. If a claim is made or likely, we may modify the Service so that it does not infringe, obtain the right for you to continue using it, or end the Agreement and refund any Fees paid for the period after termination. This clause 22.5 states our entire liability for third-party intellectual property claims.
22.6 Your indemnity. You will indemnify us against losses, damages, fines, costs and reasonable legal fees arising from any third-party claim or regulatory action resulting from: (a) Customer Data or our processing of it in line with your instructions; (b) your breach of clause 15; (c) your failure as controller to comply with data protection law, including any failure to inform or have a lawful basis in respect of Drivers or End Recipients; or (d) your delivery operations or your dealings with couriers, marketplaces or End Recipients.
22.7 Indemnity procedure. A party seeking an indemnity under clause 22.5 or 22.6 must notify the other promptly of the claim, allow it to control the defence and settlement, give reasonable assistance at the indemnifying party's cost, and make no admission without its consent.
23.1 Liability that is not limited. Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under the law of England and Wales. Nothing in this clause 23 limits your obligation to pay the Fees.
23.2 Excluded losses. Subject to clause 23.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any indirect or consequential loss. Subject to clause 23.1, we are not liable for any: (a) loss of profit, revenue, business, contracts or anticipated savings; (b) loss of goodwill or reputation; (c) loss or corruption of data, except that we will use reasonable efforts to restore data from any copy available to us; (d) courier charges, surcharges or failed delivery costs; (e) loss of, or damage to, goods; or (f) penalties, account restrictions or charges imposed by any courier, marketplace or other Third-Party Service.
23.3 Cap. Subject to clauses 23.1 and 23.2, our total aggregate liability arising under or in connection with the Agreement, including under the Data Processing Terms and clause 22.5, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, is limited to the greater of: (a) the total Fees paid and payable by you in the 12 months immediately before the event giving rise to the most recent claim; and (b) £500.
23.4 Data protection claims. Clause 23.3 applies to all liability between the parties relating to personal data. It does not limit any right of an individual to claim compensation from either party under data protection law. Where both parties are liable to an individual for the same damage, each party may recover from the other only the part of the compensation that corresponds to the other's share of responsibility, subject to clause 23.3.
23.5 Allocation of risk. The parties are commercial organisations and have agreed this clause 23 having regard to the Fees, the nature of the Service, the availability of insurance to you for your delivery operations and goods, and your control over Customer Data, Drivers and Third-Party Services.
24.1 Updates. We may update these Terms, the Privacy Policy and the Data Processing Terms to reflect changes to the Service, the law, security requirements, our service providers or our business.
24.2 Notice. We will give at least 30 days' notice of a material change by email to your Admins and in the Service. Changes required by law or for security reasons, and changes that are not adverse to you, may take effect sooner.
24.3 Accepting a new version. When a new version is published, the web application will ask each User to accept it through a full-screen prompt before continuing. Acceptance is recorded under clause 4.2. A new version applies to the Agreement from its effective date, whether it is accepted through that prompt or by continued use of the Service after that date.
24.4 If you do not agree. If you do not agree to a material change, you may cancel under clause 11 before it takes effect. Where your cancellation takes effect after the change date, the previous version continues to apply to you until the end of your current Billing Period.
24.5 Published versions. The current version of each document is published at https://www.del44.com/terms, https://www.del44.com/privacy and https://www.del44.com/dpa with its effective date. Previous versions are available on request.
25.1 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including failures of internet, telecommunications, cloud hosting or third-party infrastructure, cyber attacks that could not have been prevented by reasonable security measures, natural disasters, epidemics, war, civil unrest, industrial action affecting third parties and acts of government. The affected party must notify the other promptly and use reasonable efforts to reduce the effect. This clause does not excuse payment of Fees already due. If the event continues for more than 30 days, either party may end the Agreement by notice, and we will refund any Fees paid for the period after termination.
25.2 Assignment and novation. You may not assign, transfer or novate the Agreement without our prior written consent. We may assign or novate the Agreement, including the Data Processing Terms, on written notice to you, to any company in our group, to a company formed to carry on the DEL44 business, or to a buyer of all or substantially all of the DEL44 business. You consent now to any such novation and agree to sign any document reasonably required to give effect to it. The Service, your Workspace and Customer Data will continue on the same terms after any such transfer.
25.3 Subcontracting. We may use subcontractors and service providers to perform the Agreement. We remain responsible for their performance as if it were our own, subject to clause 23.
25.4 Notices. Notices to us must be sent to support@del44.com. Notices of breach or termination must also be sent by post to our registered office. We may send notices to you by email to your Admins or billing contact, or in the Service. An email notice is treated as received at the time it is sent if sent between 9am and 5pm on a Business Day, and otherwise at 9am on the next Business Day. This clause does not apply to the service of legal proceedings.
25.5 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all earlier agreements, arrangements and understandings. Each party acknowledges that it has not relied on any statement, representation or warranty not set out in the Agreement. Nothing in this clause limits liability for fraud.
25.6 Variation. The Agreement may be varied only under clause 24 or by an Order Form or other written agreement accepted by both parties.
25.7 Severability. If any provision of the Agreement is found invalid or unenforceable, it will apply with the minimum modification needed to make it valid and enforceable, and the remaining provisions are not affected.
25.8 Waiver. A delay or failure to exercise a right is not a waiver of that right. A waiver is effective only if given in writing.
25.9 Third-party rights. No one other than the parties and their permitted successors has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
25.10 Relationship. Nothing in the Agreement creates a partnership, joint venture or agency between the parties.
25.11 Disputes. The parties will try in good faith to resolve any dispute through discussions between senior representatives within 21 days after either party gives notice of it, before starting court proceedings. This does not prevent either party from seeking urgent injunctive relief.
25.12 Governing law. The Agreement and any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with it or its subject matter are governed by the law of England and Wales.
25.13 Jurisdiction. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.
25.14 Contact details.
Artificial Grass Online Ltd, trading as DEL44
Company number: 10364075 (registered in England and Wales)
Registered office: 5 Carnfield Place, Walton Summit, Bamber Bridge, PR5 8AN
VAT number: GB181807791
Email: support@del44.com
Website: https://www.del44.com