VistaConnect Terms of Service

Version: 2.0 Effective date: 2026-04-22 Owner: Data HQ Limited Review cycle: Annually, or on material platform change

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the VistaConnect platform, API, and related services (the "Services") provided by Data HQ Limited, a company registered in England and Wales under number 03751685, whose registered office is at Saxon House, 27 Duke Street, Chelmsford, Essex CM1 1HT ("Company", "we", "us", or "our").

The Services provide access to business information, company records, and contact data through an online portal and application programming interface.

By accessing or using the Services, you agree to be bound by these Terms, together with the VistaConnect Non-Disclosure Agreement (the "NDA"), the VistaConnect Privacy Notice and the VistaConnect Data Retention Schedule, each of which is incorporated by reference. If you do not agree to these Terms, you may not access or use the Services.

The Services are intended for business use only.

2. Definitions

• "API" — the VistaConnect Application Programming Interface provided by the Company.
• "API Key" — the unique authentication credential issued to a Client to access the API.
• "Client" — any person or legal entity who registers for and uses the Services.
• "Credits" — units used to access certain API endpoints, data enrichment services, or other paid functionality.
• "Data" — business information, company records, and contact details made available through the Services.
• "NDA" — the VistaConnect Non-Disclosure Agreement published at vista.datahq.co.uk/legal/nda.
• "Order Form" — a separately agreed order form, proposal, quotation or enterprise agreement between the Company and the Client.
• "Privacy Notice" — the VistaConnect Privacy Notice published at vista.datahq.co.uk/legal/privacy.
• "Retention Schedule" — the VistaConnect Data Retention Schedule published at vista.datahq.co.uk/legal/retention.
• "Services" — the VistaConnect platform, API, and related data services provided by the Company.

3. Account Registration

To access the Services, you must register for an account. By completing registration, you confirm that you are at least 18 years old and that, where you are registering on behalf of an organisation, you have the authority to bind that organisation to these Terms, the NDA, the Privacy Notice and the Retention Schedule. References to "you" in these Terms are then references to that organisation.

You agree to:

• Provide accurate and complete registration information.
• Maintain the confidentiality and security of your login credentials and API keys.
• Notify us immediately of any unauthorised access to your account.
• Accept responsibility for all activities carried out under your account.

You must not share your account credentials or API keys with any unauthorised third party.

We reserve the right to suspend or terminate accounts that:

• Violate these Terms.
• Pose a security risk to the Services.
• Remain inactive for an extended period.
• Engage in abusive or excessive usage patterns.

4. API Usage and Data Licence

4.1 Licence Grant

Subject to compliance with these Terms and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Data obtained through the Services for your internal business purposes only.

This licence does not grant any ownership rights in the Data or the Services.

4.2 Permitted Use

You may use the Data to:

• Verify or match business records.
• Enrich existing customer or prospect data.
• Support legitimate business-to-business marketing activities.
• Perform data cleansing and data quality processes.
• Conduct internal business analysis.

4.3 Restrictions

You may NOT:

• Resell, sublicense, distribute, or otherwise make the Data available to third parties.
• Use the Data to create, enhance, or operate a competing database or data service.
• Attempt to reconstruct or extract the underlying database.
• Systematically extract Data to build a local or external database.
• Use automated tools to scrape or bulk-download Data outside the intended API functionality.
• Share or expose API Keys to unauthorised parties.
• Use the Data for unlawful purposes.
• Use the Data to train, fine-tune or improve artificial intelligence or machine learning models, or to develop or enhance any automated decision-making system, scoring model, ranking system, enrichment pipeline or dataset intended for reuse outside your organisation, without prior written permission.
• Reverse engineer, decompile, or otherwise attempt to derive the source code, internal logic, or underlying algorithms of the Services.
• Circumvent, disable or attempt to bypass rate limits, quotas, authentication, billing controls or any other technical restriction applied to the Services.
• Use the Services in a way that disrupts or harms the platform or other users.

5. Credits and Payment

5.1 Credit System

Certain Services require the use of Credits. A Credit represents a unit of service consumption and may be used to access specific API endpoints or data operations. The number of Credits required for each operation is displayed in the API documentation or account dashboard. Credits are deducted when a successful API request or service operation occurs.

5.2 Credit Purchase

Credits may be purchased through your account dashboard via Stripe, our secure payment processor. All prices are displayed exclusive of UK VAT (20%), which will be added where applicable. Pricing may change from time to time; updated pricing will be published within the platform.

5.3 Subscriptions

Some Services may be provided through subscription plans. Subscriptions renew automatically unless cancelled before the next billing date.

You may cancel your subscription at any time through the billing portal. Upon cancellation:

• Your subscription remains active until the end of the billing period.
• No further charges will occur.
• Any unused subscription credits may expire at the end of the billing period.

5.4 Credit Expiry and Refunds

One-time purchased Credits are non-refundable and do not expire unless your account is terminated or otherwise stated at the time of purchase.

5.5 Payment Terms

For invoiced accounts, payment is due within 30 days of the invoice date unless otherwise agreed. Late payments may result in:

• Interest charges.
• Suspension of Services.
• Account termination.

6. Rate Limits and Fair Use

API usage is subject to rate limits to ensure fair access and system stability. Default limits include 100 requests per minute and additional daily limits depending on subscription tier. Enterprise clients may request higher limits.

We reserve the right to throttle, restrict, or suspend access if usage exceeds permitted limits, disrupts system performance, or suggests abuse or misuse of the Services.

7. Commercial Agreements and Order Forms

From time to time, Clients may purchase Services through a separately agreed Order Form.

Where an Order Form is in place, it may specify customised pricing, credit allocations, subscription terms, or service levels.

In the event of any conflict between these Terms and an Order Form, the Order Form shall prevail solely in relation to the commercial terms specified within it, while these Terms shall continue to govern the use of the Services.

8. Intellectual Property

All intellectual property rights in the Services, API, software, and Data remain the property of Data HQ Limited or its licensors. Nothing in these Terms transfers ownership of any intellectual property to the Client.

The VistaConnect name, logos, trademarks, and branding may not be used without prior written consent.

9. Data Quality and Disclaimers

The Data is compiled from multiple public and third-party sources. While we take reasonable steps to maintain data accuracy, the Data is provided "as is" and without warranty of any kind.

We do not guarantee that:

• The Data is free from errors or omissions.
• Contact details are current or accurate.
• Email addresses will be deliverable.
• The Data is suitable for any specific purpose.

You are responsible for verifying the accuracy and suitability of Data for your use. The Data is provided for informational purposes only and must not be relied upon as the sole basis for any business, financial, credit, legal or compliance decision. To the maximum extent permitted by law, the Company disclaims all express or implied warranties of accuracy, completeness, fitness for a particular purpose, and non-infringement in respect of the Data.

10. Data Protection and Marketing Compliance

Clients are solely responsible for ensuring that their use of the Data complies with all applicable laws and regulations, including:

• UK GDPR
• Data Protection Act 2018
• Privacy and Electronic Communications Regulations (PECR)

This includes ensuring that any marketing communications sent using the Data are lawful and compliant with applicable electronic marketing rules.

The Company does not represent or warrant that the Data is suitable for direct marketing, telemarketing, electronic marketing or any other outreach purpose without further due diligence carried out by the Client. Before using Data for any marketing, you are responsible for carrying out your own suppressions, lawful-basis checks, PECR consent checks where required, and Corporate / Telephone Preference Service screening.

11. Service Availability

We aim to maintain reliable access to the Services but do not guarantee uninterrupted or error-free operation. The Services may occasionally be unavailable due to scheduled maintenance, system upgrades, technical issues, or events beyond our reasonable control. We are not liable for temporary interruptions or service outages.

12. Limitation of Liability

12.1 Standard cap

Subject to sections 12.2 and 12.3, the Company's total aggregate liability to you under or in connection with these Terms is limited to the greater of:

• (a) the fees paid to the Company by you for the Services in the 12 months immediately preceding the event giving rise to the claim; and
• (b) £10,000.

12.2 Liability that remains uncapped

Nothing in these Terms limits or excludes the Company's liability for:

• fraud or fraudulent misrepresentation;
• death or personal injury caused by the Company's negligence; or
• any other liability that cannot lawfully be excluded or limited under English law.

12.3 Enhanced cap for serious breach

The standard cap in section 12.1 does not apply to the Company's liability for: (a) wilful misconduct; (b) gross negligence; or (c) deliberate breach of the confidentiality or security obligations set out in sections 4 and 7 of the NDA. For such claims, the Company's total aggregate liability is instead limited to the greater of:

• (i) the fees paid to the Company by you for the Services in the 24 months immediately preceding the event giving rise to the claim; and
• (ii) £250,000.

12.4 Exclusions

In no event, whether under the standard cap or the enhanced cap, is the Company liable for: loss of profits; loss of business opportunity; loss of goodwill; loss of anticipated savings; or any indirect, consequential, incidental or punitive damages, in each case howsoever arising.

12.5 One cap across all VistaConnect documents

The caps in sections 12.1 and 12.3 apply to the Company's total liability arising out of or in connection with these Terms, the NDA and the Services, taken together and in aggregate. If a claim could be framed both under these Terms and under the NDA, the caps are not cumulative and you may recover only once, up to the applicable cap above.

12.6 Basis of the bargain

You acknowledge that the limitations in this section 12 are a fundamental basis of the bargain between you and the Company; without them, the pricing of the Services would be materially different.

13. Indemnification

You agree to indemnify and hold harmless Data HQ Limited, its directors, officers, employees, and agents from any claims, damages, liabilities, or expenses (including reasonable legal fees) arising from:

• Your use of the Services.
• Your violation of these Terms.
• Your violation of applicable laws or third-party rights.
• Your breach of the warranties about uploaded data set out in section 17.13 of the NDA.

14. Termination

You may terminate this agreement at any time by cancelling your account.

We may suspend or terminate your access to the Services immediately if you breach these Terms, you fail to pay fees due, your use presents a security risk, your use violates applicable law, or continued provision of Services would be unlawful.

Upon termination:

• Your access to the Services will cease immediately.
• Any unused Credits on your account are forfeited and are not refundable, except where refund is required by applicable law or expressly agreed in an Order Form.
• Data you have previously exported or downloaded may continue to be used by you strictly in accordance with the licence granted in section 4 and the restrictions in section 4.3, which survive termination.
• The Company will delete your account data in accordance with the Retention Schedule, subject to records we are required to retain under UK tax and accounting law.
• Outstanding invoices remain payable.
• Sections 4.3, 8, 9, 12, 13 and 19 of these Terms, and any other provisions which by their nature are intended to survive, will survive termination.

15. Force Majeure

We shall not be liable for any failure or delay in performing our obligations where such failure results from events beyond our reasonable control, including internet outages, infrastructure failures, government restrictions, natural disasters or cyber attacks.

16. Changes to the Services or Terms

We may update or modify these Terms from time to time. Where material changes occur, we will notify Clients through the platform or by email and, where the change affects any right or remedy you have, will prompt you to re-accept on next login.

Continued use of the Services after non-material changes take effect constitutes acceptance of the updated Terms.

We may also modify, suspend or discontinue features or API endpoints at any time where reasonably necessary, without liability, provided that we will give reasonable advance notice of any change that would materially reduce the Services for which you have already paid.

17. Order of Precedence

These Terms form part of a set of documents that together govern your use of the Services. In the event of conflict between them, the following order of precedence applies, from highest to lowest:

1. any applicable Order Form signed between you and the Company;
2. the NDA (including the Article 28 UK GDPR processing terms set out within it);
3. these Terms;
4. the Privacy Notice;
5. the Sub-processor List;
6. the Retention Schedule.

An Order Form prevails only in respect of the commercial terms it expressly varies; these Terms continue to govern the use of the Services in all other respects.

18. Entire Agreement

These Terms, together with the NDA, the Privacy Notice, the Retention Schedule, and any applicable Order Form, constitute the entire agreement between the parties relating to the Services and supersede any prior agreements or understandings.

19. Governing Law

These Terms are governed by the laws of England and Wales.

Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

20. Contact Information

Data HQ Limited Saxon House, 27 Duke Street, Chelmsford, Essex CM1 1HT Company Registration: 03751685 (England and Wales) ICO Registration: Z5561873 Email: info@datahq.co.uk (general) · legal@datahq.co.uk (data protection / legal) Phone: 01245 807470

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