1Who we are
1.1“Dilato”, “we”, “us” and “our” mean Dilato Technology Ltd, incorporated in England and Wales under company number 10960237, with registered office at Unit 5 The Cloisters, Church Field Road, Sudbury, Suffolk, England, CO10 2YR.
1.2You can contact us at [email protected].
1.3“You” means the business accepting these Terms, including a sole trader. “Service” means the Dilato software, website, documentation and features supplied under your subscription. “Third-Party Services” include marketplaces, retailers, suppliers, carriers and payment providers, including Amazon and eBay.
2Eligibility and agreement
2.1The Service is offered only for business use. You must be at least 18 and act wholly or mainly for purposes relating to your trade, business, craft or profession. If accepting these Terms for an organisation, you confirm that you have authority to bind it.
2.2Your contract begins when you accept these Terms through our registration or ordering process and we activate your account or confirm your order.
2.3Your contract comprises these Terms, your checkout or order confirmation and any expressly agreed written addendum. An individually agreed addendum prevails over conflicting terms. Your order confirmation prevails on plan features, fees and billing periods.
2.4Do not register for personal or consumer use. A declaration does not remove consumer status where the law gives it to you. Nothing in these Terms excludes mandatory consumer rights, and the business exclusions and cap in section 15 do not restrict those rights.
3What Dilato provides
3.1Dilato uses Amazon pricing information to generate an exportable CSV containing pricing data for your listings. You choose how to format or modify that file and whether, where and when to upload or otherwise use it. Features, allowances and export formats depend on your selected plan.
3.2Dilato does not directly update your selling accounts, publish your listings or upload the CSV to a marketplace for you. We do not place or fulfil your product orders. You control your selling destinations and transactions.
3.3Supplying a CSV does not mean that we approve a particular marketplace, sourcing method or fulfilment arrangement.
3.4We will provide the Service with reasonable care and skill and materially in accordance with its agreed description. We do not guarantee uninterrupted access, error-free data or that an export will remain accurate after it is generated.
3.5We do not promise that a file will be accepted by any particular platform unless that compatibility is expressly included in the agreed service description.
3.6We provide software and data exports, not a managed selling business, insurance or a guarantee of marketplace compliance. We are not a party to your customer or supplier transactions.
3.7Prices, estimated margins, examples and projections do not guarantee sales or profit. You must assess actual fees, taxes, shipping, returns and other costs yourself.
4Your Dilato account
4.1Keep your login details and devices secure, use available security controls and promptly report suspected compromise.
4.2You are responsible for users you authorise to access your Dilato account and the instructions they provide, except to the extent loss is caused by our breach or negligence.
4.3Provide accurate account and billing information and keep it current. We may request proportionate verification or temporarily restrict access to address a genuine security concern.
4.4This contract does not give us authority to access, administer or transact through your Amazon, eBay or other external accounts. Your handling of those accounts and uploading of files are your responsibility.
5Your choice of platform and account risksRead carefully
5.1You choose where to list or sell products and how to source and fulfil orders. You must check that your conduct and use of exported information comply with applicable law and the terms of each relevant marketplace, retailer, supplier or other provider.
5.2Those providers control their account eligibility, policies and enforcement. Accounts may be restricted, suspended or permanently closed; listings may be removed; funds may be withheld; and account benefits or access may be lost.
5.3These outcomes may affect Amazon purchasing, selling or membership accounts, eBay accounts, other provider accounts and linked accounts.
5.4Dilato does not guarantee that your use of an export, pricing strategy, sourcing method or trading activity will be permitted by a provider or will avoid account action.
5.5An available product or price does not establish resale permission, stock availability, rights to content or marketplace approval. A CSV does not provide permission to bypass a provider’s rules.
5.6Unless expressly stated and substantiated, Dilato is independent of and not endorsed by Amazon, eBay or other providers. We do not guarantee account approval, reinstatement, removal of defects or release of withheld funds.
5.7You must not use the Service for unlawful activity or to circumvent account restrictions.
5.8Your responsibility for choosing a platform and complying with its rules does not exclude liabilities that cannot lawfully be excluded. Section 15 governs the allocation of liability.
6Checking, editing and uploading CSV filesRead carefully
6.1Before using an export, check the product identifiers, product and variant matches, prices, currencies, quantities if included, column mappings and any calculations or rules you have selected. Confirm that the file is appropriate for the intended account, platform and upload function.
6.2You are responsible for formatting, edits, transformations, formulas, column mappings and other changes you or your tools make after export.
6.3Check for changes introduced by spreadsheet software, including altered identifiers, missing leading zeros, decimal or delimiter changes and automatic data conversion. These responsibilities do not excuse an error in the original export caused by our breach or negligence.
6.4Pricing information is a snapshot, not a reservation of stock or a binding supplier offer. Prices and availability may change between collection, export, upload, sale and purchase.
6.5Amazon offers may depend on the seller, delivery destination, membership, eligibility, tax, shipping or other conditions. Verify the actual offer and total cost before relying on it.
6.6You decide whether and when to upload. Review the destination platform’s current import requirements, keep a backup of the original file and existing listing data, and use a limited test upload or preview where available.
6.7Check upload results and resulting live listings. Acceptance of a file does not establish that the resulting prices or listings are correct or compliant.
6.8A CSV export does not keep your listings synchronised after upload. You must decide when to refresh prices, check live listings and take corrective action. Do not rely on an earlier export as proof of current price or availability.
6.9Promptly report suspected export errors and take reasonable steps to reduce any resulting loss, including stopping use of an affected file and correcting or pausing listings where appropriate.
6.10Cancelling Dilato or generating a new export does not reverse a previous upload or change existing listings.
7Your selling and purchasing responsibilities
7.1You are responsible for your customer and supplier contracts, lawful sourcing, accurate listings, product authenticity and safety, required permissions, delivery, customer service, returns, refunds, warranties, taxes, customs duties and regulatory compliance.
7.2You must have the rights needed to use and publish product information, images, trademarks and other content. Do not list prohibited, counterfeit, recalled, unsafe or infringing goods, or mislead customers or marketplaces.
7.3Suppliers may change prices, availability or terms, reject orders, deliver late or supply defective goods. You must assess their suitability and your rights under your supplier agreement.
7.4An estimated margin does not reserve stock, fix a purchase price or cover all costs.
7.5Maintain adequate funds, records and backups for your business. Marketplace fees, supplier charges, advertising costs, refunds, chargebacks and other third-party amounts are payable under your separate agreements with those parties.
8Acceptable use and intellectual property
8.1Subject to this contract, we grant you a limited, non-exclusive, non-transferable right to use the Service for your own internal business during your subscription and within your plan limits.
8.2We and our licensors retain ownership of the Service and its intellectual property.
8.3You must not resell access without permission, bypass usage limits or security, introduce malware, disrupt the Service, access another person’s data without authority, or copy or reverse engineer the software except where applicable law permits this despite a contractual restriction.
8.4You retain ownership of content you provide. You grant us the rights needed to host and process it and generate your exports to operate and support the Service as instructed. This does not grant permission to sell personal data or use your name in marketing without separate permission.
9Subscriptions, payment and cancellationRead carefully
9.1Before you subscribe, we will state the included features, limits, billing period, price, VAT treatment, trial duration and any automatic renewal. Your order confirmation records these details. Third-party charges are additional unless expressly included.
9.2Any trial is limited to the duration and allowance stated at signup. If checkout expressly states that it converts to a paid subscription and you agree, payment starts on the disclosed date unless you cancel before that date. Otherwise, paid service requires a further order.
9.3Paid subscriptions automatically renew for the disclosed billing period unless you cancel before the next renewal time. You authorise the agreed recurring subscription payments. Extra charges or upgrades require your agreement or an expressly agreed usage-based charging arrangement.
9.4You may cancel your subscription at any time through the subscription controls or by emailing [email protected]. Cancellation must be completed through the controls, or your cancellation email received, before the next renewal time to prevent that renewal. We will acknowledge cancellation.
9.5Ordinary cancellation takes effect at the end of your current paid billing period. Your subscription will not renew after that period, and your access continues until the period ends, subject to these Terms.
9.6We do not provide refunds, partial refunds or credits for unused time following ordinary cancellation. This applies to monthly and annual subscriptions. Stopping use of the Service, deleting exports, failing to achieve sales or losing access to a third-party account does not by itself create a refund entitlement.
9.7Cancellation after a renewal has taken place ordinarily takes effect at the end of the newly started billing period. Deleting an export or ceasing to use the Service does not itself cancel your subscription.
9.8Sections 9.5 to 9.7 do not affect refunds required by law or expressly provided elsewhere in these Terms, including qualifying termination for our material breach. They do not exclude non-excludable rights.
9.9We will give at least 30 days’ notice of subscription price increases. An increase takes effect no earlier than your next renewal after that notice. You may cancel renewal before the increase applies. We will not introduce an undisclosed retrospective charge.
9.10If payment is overdue, we may suspend paid features after notice and a reasonable opportunity to pay, unless urgent fraud or security concerns justify earlier action.
9.11Raise disputed charges promptly with enough information for us to investigate. These Terms do not restrict legitimate payment disputes or legal remedies.
10Service changes and third-party dependencies
10.1We may maintain and improve the Service and make changes required by law, security or third-party technical or policy changes.
10.2Where reasonably practicable, we will give advance notice of changes that materially reduce a paid core feature and explain available alternatives.
10.3If we permanently withdraw or materially reduce a core paid feature during a prepaid period and cannot provide a materially equivalent alternative, you may terminate the affected subscription and receive a proportionate refund for its unused prepaid period. This also applies where withdrawal results from a third-party dependency. Other legal remedies remain subject to section 15.
10.4We may suspend use of a data source where continued access is unlawful, insecure or prohibited by the relevant provider. We do not promise that any third-party data source will remain available indefinitely. Section 10.3 applies where its conditions are met.
11Data protection and confidentiality
11.1Each party must comply with the data protection laws applying to it. Our Privacy Notice explains processing for which we act as controller, including account administration.
11.2Where we process personal data on your behalf as processor, the parties must enter into an appropriate Data Processing Agreement before that processing begins. That agreement governs processing instructions, security, subprocessors, assistance, transfers and return or deletion, and prevails on those matters if there is a conflict.
11.3You must have a lawful basis and provide required notices for personal data you provide or instruct us to process. Do not provide buyer personal data unless it is needed for an agreed feature and the appropriate processing arrangements are in place. We remain responsible for our own obligations and safeguards.
11.4Each party will protect the other’s confidential information with reasonable care and use it only for this contract. Disclosure is permitted to personnel and advisers who need to know and are bound by confidentiality, or where required by law.
11.5Information already lawfully public, independently developed or lawfully received without restriction is excluded from the confidentiality obligation.
12Suspension and termination
12.1We may suspend access proportionately where reasonably necessary to address a material breach, unlawful activity, genuine security risk, harm to others or a binding third-party access restriction.
12.2We will give reasons and an opportunity to resolve the issue where lawful and practicable. Immediate action may be necessary in urgent cases.
12.3Either party may terminate for a material breach that cannot be remedied or remains unremedied 14 days after written notice describing it.
12.4We may end the Service for convenience on at least 30 days’ notice, refunding the unused prepaid period.
12.5If you validly terminate for our material breach, we will refund fees for the unused prepaid period from termination, without limiting other remedies subject to section 15.
12.6If we validly terminate for your material breach, accrued fees remain due and unused fees are not refundable except where required by law. We will not recover the same loss twice.
12.7After termination or expiry, your right to access the Service ends and no further exports are provided. You may retain and use exports lawfully obtained during your subscription for your internal business, subject to these Terms and applicable third-party rights. Existing files may become outdated.
12.8You remain responsible for live listings and outstanding transactions. Download needed records before access ends. Personal data return and deletion are governed by applicable law and any Data Processing Agreement.
12.9Accrued rights and provisions intended to continue, including confidentiality, intellectual property, payment obligations, liability and dispute provisions, survive termination.
13Third-party claims caused by your conduct
13.1If a third party brings a claim against us directly resulting from your unlawful use of the Service, infringing content supplied by you, or material breach of sections 5.7, 7 or 8.3, you will reimburse reasonable damages and costs finally awarded or agreed in a settlement you approve, together with reasonable legal defence costs.
13.2This obligation applies only to the extent the claim is attributable to your conduct. It does not cover loss caused by our breach, negligence or misconduct, or fines or penalties that cannot lawfully be recovered from you.
13.3We must notify you promptly, take reasonable steps to reduce loss and provide reasonable cooperation at your expense.
13.4You may control the defence with competent advisers, but cannot agree an admission, non-monetary obligation or settlement binding us without our written consent, which we will not unreasonably withhold. Late notice reduces your obligation only to the extent it materially prejudices the defence.
14Events beyond reasonable control
14.1Neither party is liable for delay or failure caused by an event beyond its reasonable control to the extent it could not reasonably prevent or mitigate that effect.
14.2The affected party must notify the other and take reasonable steps to resume performance. This does not excuse payment already due or failures caused by inadequate precautions within that party’s responsibility.
14.3If an event prevents a substantial part of the Service for more than 30 consecutive days, either party may terminate the affected subscription, and we will refund the unused prepaid period from termination.
15Liability and allocation of business riskRead carefully
15.1Nothing in this contract excludes or limits either party’s liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other liability that applicable law does not permit to be excluded or limited.
Nothing limits a person’s non-excludable statutory rights or a regulator’s powers.
15.2Subject to section 15.1, we are not liable for a third party’s independent decision to restrict, suspend, terminate or refuse an account, remove listings, withhold funds or deny an appeal where that decision is not caused by our breach of contract or negligence.
15.3Subject to section 15.1, and only to the extent the exclusion is lawful and reasonable, we exclude liability to business customers for each of the following categories of loss arising from or connected with the Service, whether direct or indirect:
- lost profit or anticipated savings;
- lost sales, revenue, business, opportunity, goodwill or reputation;
- loss of, loss of use of or loss of value of any Amazon, eBay or other third-party account, including linked accounts;
- withheld funds or lost account benefits;
- marketplace penalties, customer compensation, chargebacks and supplier or fulfilment costs; and
- loss or corruption of business data.
We also exclude indirect or consequential loss.
15.4Section 15.3 is intended to apply even where a listed loss results from our breach of contract or negligence, but only where the law permits and the exclusion satisfies any applicable reasonableness requirement. It does not override section 15.1, excuse our obligation to provide the contracted Service or remove an express fee-refund entitlement.
15.5Subject to section 15.1, our total aggregate liability arising from or connected with your contract for events occurring in any Contract Year is limited to the greater of £1,000 and 100% of the subscription fees paid or payable under your contract for that Contract Year.
15.6A “Contract Year” is each 12-month period starting on the date your contract begins or its anniversary. A series of related events is attributed to the Contract Year in which the first event occurred. The cap applies to all claims under your contract collectively for that year, not separately to each incident, account, listing, order or claimant.
15.7The cap applies to liability in contract, tort including negligence, misrepresentation other than fraudulent misrepresentation, breach of statutory duty or otherwise.
15.8Where an exclusion in section 15.3 is unenforceable, the cap applies to the resulting liability only if the cap is itself lawful and enforceable. Express contractual refunds are payable in addition to the cap. A separately signed agreement can expressly provide a different cap for specified liabilities.
15.9We are not liable to the extent a loss is caused by:
- inaccurate instructions or settings supplied by you;
- changes or formatting you or your tools apply to an export;
- incorrect upload mappings or destination selections;
- use of outdated data without reasonable verification;
- your breach of these Terms; or
- your failure to take reasonable steps to mitigate an identified problem.
This does not transfer responsibility for our own contribution to a loss where liability for it remains under this contract and applicable law.
15.10The Service fee covers the agreed software service and does not price insurance for the value of your accounts or trading business. You should assess your exposure and suitable insurance. This explanation and any acknowledgement do not make an otherwise unreasonable or unlawful term enforceable.
16Changes to these Terms
16.1We may update these Terms for legal, security, technical or business reasons. We will explain material changes and give at least 30 days’ notice, unless a shorter period is necessary to comply with law or address an urgent security issue.
16.2Material changes apply to existing subscriptions from the next renewal after notice, unless you expressly agree earlier.
16.3If a legally necessary or urgent change must apply during a paid period and materially disadvantages you, you may terminate before it takes effect and receive a proportionate refund of unused prepaid fees.
16.4Changes do not retrospectively alter accrued claims.
17Notices, governing law and general terms
17.1Send contractual notices and complaints to [email protected]. We will use the email address associated with your account. Keep it current.
17.2A notice is effective when received. A failed-delivery notification is not evidence of receipt. This clause does not govern formal service of court proceedings.
17.3This contract records the parties’ agreement on the Service and supersedes prior agreements on the same subject from its effective date, without extinguishing accrued rights. Nothing excludes liability for fraud or any representation or obligation that cannot lawfully be excluded.
17.4A support message does not amend the contract unless an authorised representative expressly agrees a variation.
17.5You may not transfer this contract without our reasonable consent. We may transfer it as part of a genuine business reorganisation or sale if your contractual rights are not materially reduced, and will notify you. Subcontracting does not relieve us of our contractual responsibilities.
17.6A delay in enforcing a right is not a waiver. If a provision is unenforceable, the remaining provisions continue where legally possible. This does not require a court to rewrite an invalid exclusion.
17.7No person other than the parties may enforce the contract under the Contracts (Rights of Third Parties) Act 1999.
17.8English law governs this contract, and the courts of England and Wales have exclusive jurisdiction, subject to any mandatory law or jurisdiction rights that cannot be overridden.
17.9Please first contact us with a complaint so we can seek a resolution. This does not prevent urgent relief or restrict statutory time limits.