Terms and Conditions

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING DEVGROWTHLAB (“TERMS”).

devgrowthlab.com the “devgrowthlab” is founded and operated by Oliver Jones (“we”, “our” “us”) whose trading address is devgrowthlab, 4th Floor, Silverstream House/45 Fitzroy Street, Fitzrovia, London, W1T 6EB, GB

To contact us, please complete the support form at: https://devgrowthlab.com/support

The business operates exclusively online and does not have any physical retail or customer-facing premises. The registered trading address above is used for all legal correspondence, service of notices and regulatory purposes.

devgrowthlab.com is a Software as a Service (SaaS) analytics platform that helps app developers understand user retention trends, and bottlenecks to their app’s growth. It provides a unified dashboard with cohort analysis, churn alerts, and insights to improve user engagement. Designed for independent developers and small teams, devgrowthlab makes complicated retention and usage analytics accessible without requiring complex setup or intrusive tracking. Data is sent to devgrowthlab via an API provided to customers, and analysis is provided to you via online portal and email alerts.

Our Services are targeted at app developers who must be at least 18 years old. By agreeing to these Terms, you certify that you are 18 years of age or older.

1. Interpretation

1. The definitions and rules of interpretation in this clause apply in these Terms.
   1. Authorised Users: after your account is opened, you are authorised to use the Services as further described in clause 2.3.
   2. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
   3. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.
   4. Contract year: a 12 month period commencing on the Effective Date or any anniversary of it.
   5. Customer: means you and other persons who subscribe to the Services.
   6. Customer Data: the data inputted by you, Authorised Users, or devgrowthlab on your behalf for the purpose of using the Services or facilitating your use of the Services.
   7. Effective Date: the date on which these Terms were agreed.
   8. Free trial: one month’s free trial and provides full access to all features.
   9. Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to you (but not devgrowthlab) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
   10. Initial Subscription Term: means the first 12 months term of the Subscription Term.
   11. Mandatory Policies: devgrowthlab’s business policies, amended by notification to the Customer from time to time.
       • (a) Data and Privacy Policy
   12. Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
   13. Pricing tiers: are based on the number of daily active users being analysed, and the features required.
   14. Renewal Period: the period described in clause 14.1.
   15. Services: the subscription services provided by devgrowthlab to you under these Terms via devgrowthlab.com analytics platform that helps app developers understand user retention trends, and bottlenecks to their app’s growth. It provides a unified dashboard with cohort analysis, churn alerts, and insights to improve user engagement. or any other website notified to you by devgrowthlab from time to time.
   16. Software: the online software applications provided by devgrowthlab as part of the Services.
   17. Subscription Fees: the subscription fees payable by you to devgrowthlab for the User Subscriptions.
   18. Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
   19. Support Services Policy: devgrowthlab’s policy for providing support in relation to the Services as made available at https://devgrowthlab.com/support or such other website address as may be notified to you from time to time.
   20. User Subscriptions: the user subscriptions purchased by you pursuant to clause 9 which entitle Authorised Users to access and use the Services in accordance with these Terms.
   21. Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
   22. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of Customer Data / the Services, and the term Vulnerabilities shall be interpreted accordingly.
2. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
4. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of agreeing these Terms.
5. A reference to a statute or statutory provision includes all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
6. A reference to writing or written excludes fax but not email.

2. Licence and your obligations

1. Subject to you purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the obligations set out in this clause 2 and these Terms, devgrowthlab hereby grants to you a non-exclusive, revocable and non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services during the Subscription Term solely for your internal business purposes.

2. Any feedback, feature suggestions, or other contributions provided by customers or website users grant devgrowthlab a perpetual, irrevocable, royalty-free, transferable, and sub-licensable licence to use, modify, and incorporate such contributions into the service without obligation to compensate the contributor.

3. In relation to the Authorised Users, you undertake that:

   • (a) the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the number of User Subscriptions you have purchased from time to time;
   • (b) you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
   • (c) each Authorised User shall keep a secure password for their use of the Services, and that each Authorised User shall keep their password confidential;
   • (d) You agree to use the Services in accordance with any applicable rate limits, quotas, or usage restrictions notified by devgrowthlab from time to time, including those set out in these terms and conditions. If you exceed these limits, devgrowthlab may, in its discretion, temporarily suspend or reduce your access to the Services until your usage returns within the permitted limits. Nothing in this clause shall obligate devgrowthlab to provide additional capacity beyond the agreed limits.

4. You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

   • (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   • (b) facilitates illegal activity;
   • (c) depicts sexually explicit images;
   • (d) promotes unlawful violence;
   • (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
   • (f) is otherwise illegal or causes damage or injury to any person or property;

   and devgrowthlab reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

5. You shall not:

   • (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
     • (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and the Services (as applicable) in any form or media or by any means; or
     • (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
   • (b) access all or any part of the Services order to build a product or service which competes with the Services; or
   • (c) use the Services to provide services to third parties; or
   • (d) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
   • (e) attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this clause 2; or
   • (f) introduce or permit the introduction of any Virus or Vulnerability into the Services or devgrowthlab’s network and information systems.

6. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify devgrowthlab.

7. The rights provided under this clause 2 are granted to you only and shall not be considered granted to any subsidiary or holding company of you.

3. Additional user subscriptions

1. Subject to clause 3.2 and clause 3.3, you may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in paragraph 1 of Schedule 1 and devgrowthlab shall grant access to the Services to such additional Authorised Users in accordance with the provisions of these Terms.
2. If you wishes to make additional User Subscriptions, you shall notify devgrowthlab in writing. devgrowthlab shall evaluate such request for additional User Subscriptions and respond to you with approval or rejection of the request (such approval not to be unreasonably withheld). Where devgrowthlab approves the request, devgrowthlab shall activate the additional User Subscriptions within 5 days of its approval of your request.
3. If devgrowthlab approves your request to purchase additional User Subscriptions, you shall, within 30 days of the date of devgrowthlab’s invoice, pay to devgrowthlab the relevant fees for such additional User Subscriptions as set out in paragraph 2 of Schedule 1 and, if such additional User Subscriptions are purchased by you part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by devgrowthlab for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. Services and cancellation

1. devgrowthlab shall, during the Subscription Term, provide the Services to you on and subject to the terms of these Terms.

2. Services are delivered via a secure, password-protected web application hosted in the cloud. Authorised Users access the platform through a browser without any local installation required.

3. devgrowthlab shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

   • (a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
   • (b) unscheduled maintenance performed outside Normal Business Hours, provided that devgrowthlab has used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.

4. devgrowthlab will, as part of the Services and at no additional cost to you, provide you with devgrowthlab’s standard customer support services during Normal Business Hours in accordance with devgrowthlab’s Support Services Policy in effect at the time that the Services are provided. devgrowthlab may amend the Support Services Policy in its sole and absolute discretion from time to time.

5. Cancellation policy

   Cancellations can be processed either through devgrowthlab or via Paddle. Unless otherwise stated, cancellations take effect at the end of the current billing cycle, with service continuing until then. At least 24 hours’ notice prior to the renewal date is required, when less notice is given then the cancellation may not be processed until the next billing cycle.

6. Refund policy

   Refund requests must be made within 14 days of the purchase or renewal date, reasons for refunds include: for service downtime or unavailability where the service is unavailable for 24 consecutive hours or more without prior notice if 7 days after notifying devgrowthlab, bugs or errors continue to severely impair the customer’s ability to use the service where the customer can show the purchase was accidental, or the wrong subscription was purchased. A full refund is also available within 14 days from the date on which the subscription was last renewed, and Paddle determines, in its sole discretion, that a refund is appropriate

5. Data protection

1. DEFINITIONS

   The following definitions apply to this clause 5.

   Applicable Laws: means: To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.

   To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which devgrowthlab is subject.

   Applicable Data Protection Laws: means:

   To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

   To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which devgrowthlab is subject, which relates to the protection of personal data.

   Customer Personal Data: any personal data which devgrowthlab processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.

   EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

   Purpose: the purposes for which the Customer Personal Data is processed, as set out in clause 5.8(a).

   devgrowthlab Personal Data: any personal data which devgrowthlab processes in connection with this agreement, in the capacity of a controller.

   UK GDPR: has the meaning given to it in the Data Protection Act 2018.

2. Obligations under Applicable Data Protection Laws

   1. For the purposes of this clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
   2. Both the Customer and devgrowthlab will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, you or our obligations or rights under Applicable Data Protection Laws.
   3. Both the Customer and devgrowthlab have determined that, for the purposes of Applicable Data Protection Laws:
      • (a) devgrowthlab shall act as controller in respect of the personal data and processing activities that it carries out;
      • (b) devgrowthlab shall process the personal data as a processor on behalf of the Customer in respect of the processing activities it carries out; and
      • (c) devgrowthlab and Customer shall act as joint controllers in respect of the personal data and processing activities that they carry out.
   4. Should the determination in clause 5.2.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 5 or the related schedules.
   5. By agreeing to these Terms, the Customer consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by devgrowthlab in connection with the processing of devgrowthlab Personal Data, provided these are in compliance with the then-current version of devgrowthlab’s privacy policy available at https://devgrowthlab.com/privacy (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement, the Privacy Policy will take precedence.
   6. Without prejudice to the generality of clause 5.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of devgrowthlab Personal Data and Customer Personal Data to devgrowthlab and lawful collection of the same by devgrowthlab for the duration of the Subscription Term and purposes of these Terms.
   7. In relation to the Customer Personal Data, the devgrowthlab Privacy Policy available at https://devgrowthlab.com/privacy sets out the scope, nature and purpose of processing by devgrowthlab, the duration of the processing and the types of personal data and categories of data subject.
   8. Without prejudice to the generality of clause 5.2 devgrowthlab shall, in relation to Customer Personal Data:
      • (a) process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in devgrowthlab’s Privacy Policy, unless devgrowthlab is required by Applicable Laws to otherwise process that Customer Personal Data. Where devgrowthlab is relying on Applicable Laws as the basis for processing Customer Processor Data, devgrowthlab shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer on important grounds of public interest. devgrowthlab shall inform the Customer if, in the opinion of devgrowthlab, the instructions of the Customer infringe Applicable Data Protection Laws;
      • (b) implement technical and organisational measures, including encryption at rest and in transit, secure passwords and multi-factor authentication, daily backups, and security monitoring, to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss, destruction, or damage. The Customer acknowledges that these measures are reasonable and appropriate given the nature of the data and the potential harm from unauthorised or accidental disclosure;
      • (c) ensure that any personnel engaged and authorised by devgrowthlab to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
      • (d) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to devgrowthlab), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      • (e) notify the Customer without undue delay to the extent required under Applicable Data Protection Laws if a personal data breach involving Customer Personal Data occurs ;
      • (f) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless devgrowthlab is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 5.2.8(f) Customer Personal Data shall be considered deleted where it is put beyond further use by devgrowthlab; and
      • (g) maintain records to demonstrate its compliance with this clause 5.
   9. The Customer hereby provides its prior, general authorisation for devgrowthlab to:
      • (a) appoint processors to process the Customer Personal Data, provided that devgrowthlab:
        • (i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on devgrowthlab in this clause 5;
        • (ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of devgrowthlab; and
        • (iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to devgrowthlab’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify devgrowthlab for any losses, damages, costs (including legal fees) and expenses suffered by devgrowthlab in accommodating the objection.
      • (b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that devgrowthlab shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of devgrowthlab, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).
   10. Either party may, at any time on not less than 30 days’ notice, revise this clause 5 with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner’s Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when replaced by attachment to this agreement, but only in respect of such matters which are within the scope of the Amended Terms.
   11. To the extent the parties act as joint controllers in respect of personal data pursuant to this agreement, the parties have agreed to allocate responsibility for each of their controller obligations under Applicable Data Protection Laws.
   12. Subject to any liability which cannot be excluded by law and notwithstanding any other terms of this agreement, devgrowthlab’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement or any collateral contract insofar as it relates to the obligations set out in this clause 5.2.12, or Applicable Data Protection Laws shall be limited to the greater of £500 or the total fees paid by the Customer to devgrowthlab in the 12 months preceding the claim.

6. Third party providers

You acknowledge that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. devgrowthlab makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into, and any transaction completed via any third-party website is between you and the relevant third party, and not devgrowthlab. devgrowthlab recommends that you refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. devgrowthlab does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. devgrowthlab’s obligations

1. devgrowthlab shall perform the Services with reasonable skill and care.
2. devgrowthlab’s obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to devgrowthlab’s instructions, or modification or alteration of the Services by any party other than devgrowthlab or devgrowthlab’s duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, devgrowthlab will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
3. devgrowthlab:
   • (a) does not warrant that:
     • (i) your use of the Services will be uninterrupted or error-free; or
     • (ii) that the Services and/or the information obtained by you through the Services will meet your requirements; or
     • (iii) the Software or the Services will be free from Vulnerabilities or Viruses; or
     • (iv) the Software and Services will comply with any Heightened Cybersecurity Requirements.
   • (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. These Terms shall not prevent devgrowthlab from entering into agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
5. devgrowthlab warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
6. devgrowthlab shall follow its internal backup procedures for Customer Data, which include daily backups retained for 30 days. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against devgrowthlab shall be for devgrowthlab to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by devgrowthlab. devgrowthlab shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by devgrowthlab to perform services related to Customer Data maintenance and back-up).

8. Customer’s obligations

1. You shall:

   • (a) provide devgrowthlab with:

     • (i) all necessary co-operation in relation to these Terms; and
     • (ii) all necessary access to such information as may be required by devgrowthlab;

     in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

   • (b) without affecting your other obligations under these Terms, comply with all applicable laws including sanctions laws and regulations with respect to its activities under these Terms;

   • (c) carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, devgrowthlab may adjust any agreed timetable or delivery schedule as reasonably necessary and devgrowthlab shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer’s delay;

   • (d) ensure that the Authorised Users use the Services in accordance with these Terms and shall be responsible for any Authorised User’s breach of these Terms;

   • (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for devgrowthlab, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;

   • (f) ensure that its network and systems comply with the relevant specifications provided by devgrowthlab from time to time; and

   • (g) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to devgrowthlab’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

2. You shall own all right, title and interest in and to all of you Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9. Account opening, free trial, User Subscriptions, renewal and payment

1. On opening an account with devgrowthlab, a free trial is offered to new Customers. The free trial lasts one month and provides full access to all features. At the end of the trial, you are required to select a monthly or annual plan (User Subscriptions) to continue accessing the Services.
2. User Subscriptions entitle Authorised Users to access and use the Services and are based on the number of daily active users being analysed, and the features required (Pricing tiers).
3. Subscriptions can be upgraded or downgraded based on the number of daily active users or features required from the Services. These are processed immediately, and any credit will be applied to future payments.
4. Subscriptions automatically renew at the end of each billing cycle (monthly or annually) unless cancelled at least 24 hours before the renewal date.
5. Customers are not routinely notified of upcoming renewals via email from Paddle, except where legally required
6. Payments are processed exclusively through Paddle, devgrowthlab does not collect payment information from you nor does it store such information.
7. When you select the monthly or annual plan, your details will be passed on to Paddle to enable you to pay the Subscription Fees for the User Subscriptions. Paddle will collect financial data from you in order for you to make payment from the Effective Date.
8. You shall on the Effective Date provide to Paddle valid, up-to-date and complete credit card details or approved purchase order information acceptable to Paddle and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:
   • (a) its credit card details to the Paddle, you hereby authorise Paddle to bill such credit card:
     • (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
     • (ii) subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
   • (b) its approved purchase order information to devgrowthlab, devgrowthlab shall invoice you:
     • (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
     • (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
     • (iii) and you shall pay each invoice within 30 days after the date of such invoice.
9. If Paddle has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of devgrowthlab:
   • (a) devgrowthlab may, without notice to you and without liability to you, disable your password, account and access to all or part of the Services and devgrowthlab shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
   • (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of devgrowthlab’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10. All amounts and fees stated or referred to in these Terms:
    • (a) shall be payable in pounds sterling;
    • (b) are, subject to clause 13.4(b), non-cancellable and non-refundable;
    • (c) are inclusive of value added tax, which shall be added to devgrowthlab’s invoice(s) at the appropriate rate.
11. devgrowthlab shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at the start of each Renewal Period upon 90 days’ prior notice to you and Schedule 1 shall be deemed to have been amended accordingly.

10. Proprietary rights

1. You acknowledge and agree that devgrowthlab and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
2. devgrowthlab confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.

11. Confidentiality and compliance with policies

1. Confidential Information means all confidential information (however recorded or preserved) disclosed by devgrowthlab including but not limited to any information that would be regarded as confidential by a reasonable business person relating to: the business, assets, affairs, customers, clients, suppliers, of devgrowthlab; and the operations, processes, product information, know-how, designs, trade secrets or software of devgrowthlab;
2. In performing its obligations under these Terms the Customer shall comply with the Mandatory Policies.

12. Indemnity

1. You shall defend, indemnify and hold harmless devgrowthlab against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services provided that:
   • (a) you are given prompt notice of any such claim;
   • (b) devgrowthlab provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
   • (c) you are given sole authority to defend or settle the claim.
2. devgrowthlab shall defend you, its officers, directors and employees against any claim that your use of the Services in accordance with these Terms infringes any third party United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or other intellectual property right, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
   • (a) devgrowthlab is given prompt notice of any such claim;
   • (b) you do not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to devgrowthlab in the defence and settlement of such claim, at devgrowthlab’s expense; and
   • (c) devgrowthlab is given sole authority to defend or settle the claim.
3. In the defence or settlement of any claim, devgrowthlab may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 2 Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
4. In no event shall devgrowthlab, its employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
   • (a) a modification of the Services by anyone other than devgrowthlab; or
   • (b) your use of the Services in a manner contrary to the instructions given to you by devgrowthlab; or
   • (c) your use of the Services after notice of the alleged or actual infringement from devgrowthlab or any appropriate authority; or
   • (d) your Data; or
   • (e) your breach of these Terms.
5. The foregoing and clause 13.4(b) state[s] your sole and exclusive rights and remedies, and devgrowthlab’s (including devgrowthlab’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement or alleged infringement of any third party patent, copyright, trade mark or database right by devgrowthlab. Any claim shall be limited to the greater of £500 or the total fees paid by the Customer to devgrowthlab in the 12 months preceding the claim.

13. Limitation of liability

WARNING: you are strongly advised to read this clause.

1. The following definitions apply in this clause 13:
   • (a) liability: every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
   • (b) default: any act or omission resulting in one party incurring liability to the other.
2. Except as expressly and specifically provided in these Terms:
   • (a) There is no guarantee of results: Analytics and insights are provided to aid decision-making but do not guarantee specific outcomes. Email alerts may not detect all issues.
   • (b) you assume sole responsibility for results obtained from the use of the Services by you, and for conclusions drawn from such use. devgrowthlab shall have no liability for any damage caused by errors or omissions in any data, information, instructions or scripts provided to devgrowthlab by you in connection with the Services, or any actions taken by devgrowthlab at your direction;
   • (c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
   • (d) Disclaimer: The platform and Services is provided “as is” without guarantees on accuracy or availability. While reasonable efforts are made to maintain uptime, planned maintenance and unforeseen outages may occur. devgrowthlab takes reasonable technical and organisational measures to protect the service and data. However, devgrowthlab cannot be held liable for any loss, damage, or harm resulting from unauthorised access, hacking, malware, viruses, or other malicious acts perpetrated by third parties beyond devgrowthlab’s control. Customers acknowledge and accept the inherent risks of using an online service. While devgrowthlab uses industry-standard measures to safeguard data, no system is completely immune to errors, failures, or data loss. devgrowthlab is not liable for any loss or corruption of data, including but not limited to loss caused by technical issues, system failures, or events outside its reasonable control. Customers are responsible for maintaining their own backups of critical data Indemnification: Customers agree to indemnify and hold devgrowthlab harmless from claims arising from misuse of the service or breach of the Terms
3. Nothing in these Terms excludes the liability of devgrowthlab:
   • (a) for death or personal injury caused by devgrowthlab’s negligence; or
   • (b) for fraud or fraudulent misrepresentation.
4. Subject to clause 13.2 and clause 13.3:
   • (a) devgrowthlab shall have no liability for any:
     • (i) loss of profits,
     • (ii) loss of business,
     • (iii) wasted expenditure,
     • (iv) depletion of goodwill and/or similar losses,
     • (v) loss or corruption of data or information, or
     • (vi) any special, indirect or consequential loss, costs, damages, charges or expenses; and
   • (b) devgrowthlab’s total aggregate liability to you (including in respect of the indemnity at clause 12.2), in respect of all defaults shall not exceed the cap. If defaults committed in more than one Contract Year give rise to a single claim or a series of connected claims, devgrowthlab’s total liability for those claims shall be limited to the greater of £500 or the total fees paid by the Customer to devgrowthlab in the 12 months preceding the claim.
   • (c) In clause 13.4(b), the cap is the total Subscription Fees paid in the Contract Year preceding the claim in which the defaults occurred.
5. Nothing in these Terms excludes the liability of you for any breach, infringement or misappropriation of devgrowthlab’s Intellectual Property Rights.

14. Term and termination of your account

1. The operation of your account shall commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these Terms shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

   • (a) either party notifies the other party of termination, in writing, at least 24 hours before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
   • (b) otherwise terminated in accordance with the provisions of these Terms;

   and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

2. Without affecting any other right or remedy available to it, either party may terminate the account with immediate effect by giving written notice to the other party if:

   • (a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
   • (b) the other party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so;
   • (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
   • (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   • (e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
   • (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   • (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
   • (h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
   • (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
   • (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
   • (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive);
   • (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
   • (m) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Terms is in jeopardy; or
   • (n) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

3. On termination of these Terms for any reason:

   • (a) all licences granted under these Terms shall immediately terminate and you shall immediately cease all use of the Services;
   • (b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
   • (c) devgrowthlab may destroy or otherwise dispose of any of you Data in its possession unless devgrowthlab receives, no later than seven Business Days after the effective date of the termination of these Terms, a written request for the delivery to you of the then most recent back-up of you Data. devgrowthlab shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by devgrowthlab in returning or disposing of Customer data; and
   • (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. Force majeure

Neither party shall be in breach of these Terms or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 7 days, the party not affected may terminate these Terms by giving not less than 7 days’ written notice to the affected party.

16. Variation

devgrowthlab reserves the right to update or modify the Terms and Privacy Policy at any time.

17. Waiver

1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

18. Rights and remedies

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
2. If any provision or part-provision of these Terms is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. Entire agreement

These Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this clause shall limit or exclude any liability for fraud.

21. Assignment

1. You shall not, without the prior written consent of devgrowthlab, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.
2. devgrowthlab may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms.

22. No partnership or agency

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. Third party rights

No other persons have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

24. Notices

1. Any notice under or in connection with these Terms shall be in writing and may be delivered by email to the address you provided when registering your account, or by posting on the devgrowthlab website.
2. Any notice shall be deemed to have been received:
   • (a) if delivered by hand, at the time the notice is left at the proper address;
   • (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
   • (c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25. Governing law

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

26. Jurisdiction

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