DigiSpark Apps & Software

Last updated: 7 September 2025

DigiSpark Terms of Service

1. Parties & Structure

1.1 Contracting Entity. These Terms are between Socially Enterprise Ltd trading as DigiSpark, a company registered in the United Kingdom with company number 13570507 and registered office at Top Floor, Claridon House, London Road, Stanford-le-Hope, Essex, England, SS17 0JU (“DigiSpark”, “we”, “us”, “our”) and the person or organisation accepting these Terms (“Customer”, “you”).

1.2 Platform Definition. “Platform” means, collectively:

DigiSpark’s Apps — the software, features and services developed and operated by DigiSpark, branded DigiSpark.ai and Elody.ai; and

Embedded/Third-Party Services — features, integrations, connectivity and infrastructure provided by third parties and enabled within the Platform, which may include services powered by GoHighLevel, OpenAI (and other LLM providers), telecommunications/email providers, and other integrations.

1.3 Order Forms. Commercial details (plan, fees, term, limits, add-ons) are set out in an order form, proposal, pricing page or in-app plan selection (each an “Order”). These Terms and the applicable Order together form the “Agreement”.

1.4 Hierarchy. If there is a conflict: (1) the Order prevails over these Terms; (2) these Terms prevail over Documentation; (3) Service-Specific Terms (Annex C) apply to the relevant feature; (4) mandatory upstream provider terms (where expressly identified in Annex C/D) apply only to the extent required for those features.

2. Accounts & Eligibility

2.1 Business Use. The Platform is intended for business use. You confirm you are at least 18 and have authority to bind the Customer.

2.2 Sub-Accounts & Seats. You may create sub-accounts for your end clients or business units (collectively, “Sub-Accounts”). You are responsible for all activity under your Account and Sub-Accounts. Keep credentials secure and notify us of any unauthorised access.

2.3 Ownership of Accounts. The contracting Customer listed on the Order is the account owner. If ownership is disputed, we may request evidence (e.g., corporate filings) and suspend access until the dispute is resolved by written agreement or final court order.

3. Use of the Platform

3.1 Acceptable Use. You and your users must comply with the Acceptable Use Policy (AUP) in Annex A, the AI AUP in Annex B, and any Service-Specific Terms in Annex C.

3.2 Your Responsibilities. You are solely responsible for:

the legality, quality and integrity of content, data, and communications you (or your users) send via the Platform;

obtaining and documenting all consents required under data protection and e-privacy laws for messaging, calling or emailing individuals;

configuring suppression lists, sender identities, opt-ins/opt-outs, and record-keeping;

your users’ compliance with the Agreement and law.

3.3 Prohibited Conduct. You will not: (i) copy, modify, translate, reverse engineer, or create derivative works of the Platform; (ii) resell or provide the Platform to third parties except as permitted in an Order (e.g., agency/reseller plan); (iii) access the Platform to build a competing product; (iv) remove proprietary notices; (v) use the Platform for unlawful or high-risk purposes (see Annex A/B).

3.4 Fair Use / Excessive Use. Plans may include usage limits. Excessive or abusive use that degrades service for others may require a plan upgrade, throttling, or suspension.

3.5 Beta Features. We may offer beta or early-access features on an “as is” basis and may change or withdraw them without notice.

4. White-Labelling & Resale (if applicable)

4.1 Licence. Where your Order includes white-labelling/resale rights, we grant you a limited, non-exclusive, non-transferable, revocable licence to market and provide access to the Platform under your brand subject to these Terms.

4.2 Your Customer Contracts. You control and support the relationship with your end clients. You must provide your own customer terms and privacy notice that are at least as protective as this Agreement and applicable law. You must not represent yourself as our employee or agent.

4.3 Our Right to Contact. We will not communicate commercially with your end clients except: (i) for legal, security or compliance reasons; (ii) at your request; or (iii) where we provide the service directly under a separate agreement.

4.4 Suspension/Termination. We may suspend or terminate resale rights for material or repeated breaches, unlawful conduct, abuse, unpaid fees, or risk to the Platform.

5. Third-Party & Embedded Services (incl. GoHighLevel & AI Providers)

5.1 Enabling Third-Party Services. The Platform includes optional integrations and embedded services (e.g., telephony, email, hosting, app stores, AI models, payment gateways, and features powered by GoHighLevel and OpenAI). Enabling these may share data with the relevant provider to deliver the feature.

5.2 Upstream Terms. Some features require acceptance of provider-specific terms and surcharges (see Annex C/D). This includes compliance with the terms and acceptable-use policies of OpenAI and any other AI/LLM providers. To the extent required by the provider, those terms apply between you and the provider; we are not responsible for the provider’s acts or omissions.

5.3 No Warranty for Third Parties. We do not control or warrant third-party services. They may be changed, suspended or discontinued at the provider’s discretion.

5.4 AI Disclaimer (Responsibility for AI). DigiSpark does not control or guarantee the accuracy, completeness, timeliness, legality, or appropriateness of AI outputs (including outputs from OpenAI or other LLMs). AI providers are independent service providers and their terms apply directly to your use. You are solely responsible for reviewing, validating, moderating, and determining the suitability of any AI-generated content before using or relying on it. DigiSpark is not liable for any loss or damage arising from reliance on AI outputs.

6. Communications Features (Email, SMS/MMS, Voice)

6.1 Legal Compliance. You are solely responsible for compliance with applicable communications laws, including UK GDPR/UK Data Protection Act 2018, Privacy and Electronic Communications Regulations (PECR), Ofcom rules, CAP Code, and any applicable non-UK laws where you send communications (e.g., CAN-SPAM, CASL, TCPA). Maintain auditable consent records and honour opt-outs.

6.2 Originator Identity & Content. You control message content, sender identities, sending schedules and recipient lists. You must not send unlawful, harmful, deceptive, or prohibited content.

6.3 Surcharges & Deliverability. Carrier/provider/regulatory surcharges and registration fees (e.g., brand/campaign/A2P) and other pass-through costs may apply and are chargeable to you. Deliverability depends on your configuration and sending practices and is not guaranteed.

7. Data Protection & Security

7.1 Roles. For Customer Data that you upload or collect via the Platform, you act as controller and we act as processor. For analytics/diagnostic data we generate (Usage Data), we are controller. Where you enable third-party services, those parties act as independent controllers or processors as described in their terms.

7.2 Data Processing Addendum. Our Data Processing Addendum (DPA) forms part of this Agreement and includes international transfer mechanisms (e.g., UK IDTA/EU SCCs as applicable).

7.3 Security. We implement appropriate technical and organisational measures to protect Customer Data. You are responsible for secure configuration, user access controls, and safeguarding credentials and API keys.

7.4 Privacy Notices. You must provide all notices and obtain all consents required to lawfully process personal data in the Platform and to share data with enabled providers.

8. Fees, Billing & Taxes

8.1 Fees. Fees and plan inclusions are specified in your Order or in-app plan. Usage-based fees (e.g., telecom, storage, emails, overages) are charged in arrears. All fees are payable in GBP (£) by card/Direct Debit unless otherwise stated.

8.2 Pass-Through Costs. You agree to pay all applicable third-party surcharges, registration fees and taxes we incur on your behalf and pass through to you.

8.3 Invoices & Payment. Unless otherwise stated, subscriptions are billed in advance; usage in arrears; payment due on issue. Late or failed payments may result in suspension or termination after notice.

8.4 No Refunds. Except where required by law or expressly stated in the Order, fees are non-refundable, including for partial periods, downgrades or unused services.

8.5 Taxes. Fees are exclusive of VAT and other taxes. You are responsible for all applicable taxes, excluding our income tax.

8.6 Late Payment Interest (UK). Without prejudice to any other rights, we may charge interest on overdue amounts from the due date until paid in full at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% per annum above the Bank of England base rate), accruing daily. We may also charge the fixed-sum compensation and reasonable recovery costs permitted by that Act. You shall pay all such interest and costs on demand.

9. IP Rights & Feedback

9.1 Ownership. We and our licensors own all intellectual property in the Platform. You own your data and content. No rights are granted except as expressly stated.

9.2 Licence to Host Your Content. You grant us a non-exclusive licence to host, process, transmit and display your content solely to provide the Platform and related support.

9.3 Feedback. If you submit feedback or suggestions, we may use them without restriction or payment.

9.4 Usage Data. We may collect and use aggregated and/or de-identified data for analytics, improvement and benchmarking, provided it does not identify you or your users.

10. Warranties & Disclaimers

10.1 Mutual. Each party warrants it has authority to enter into this Agreement.

10.2 Your Warranties. You warrant that you have all rights/consents for the data and communications you process via the Platform and you will comply with law and the AUPs.

10.3 Disclaimer. Except as expressly stated, the Platform is provided “as is” and “as available” without warranties of any kind (express, implied or statutory), including fitness for a particular purpose, merchantability, non-infringement, and uninterrupted or error-free operation. Third-party services are provided by their respective providers without warranty from us.

11. Liability

11.1 Exclusions. To the maximum extent permitted by law, neither party is liable for lost profits, revenue, goodwill, or indirect, special, incidental, consequential or punitive damages.

11.2 Cap. Each party’s total aggregate liability arising out of or related to the Agreement is limited to the amount paid or payable by you to us in the 3 months preceding the event giving rise to the claim. Nothing limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be excluded by law.

11.3 Indemnities. You will indemnify us against claims arising from (a) your content or communications; (b) your breach of law or the Agreement; (c) disputes between you and your end clients; and (d) your use of third-party services.

12. Term, Suspension & Termination

12.1 Term. The Agreement starts on the Effective Date and continues for the subscription term stated in the Order, renewing as stated there unless either party gives non-renewal notice.

12.2 Suspension. We may suspend all or part of the Platform (with notice where practicable) for: overdue fees; security risks; suspected breach; or to comply with law.

12.3 Termination. Either party may terminate for material breach not cured within 14 days of notice, or upon insolvency of the other party. We may terminate immediately for unlawful use or material risk to the Platform.

12.4 Consequences. On termination, you must stop using the Platform and pay all fees due. Upon request within 30 days, we will make your standard-format data export available; thereafter we may delete Customer Data subject to legal retention.

13. Changes to the Platform & Terms

We may modify features, Documentation, or these Terms to reflect improvements, comply with law, or address misuse. Material adverse changes will be notified in advance where practicable. Continued use after the effective date constitutes acceptance.

14. Confidentiality

Each party will protect the other’s non-public information using reasonable care, use it only to perform this Agreement, and disclose it only to personnel and providers who need to know and are bound to confidentiality.

15. Governing Law & Dispute Resolution

15.1 Law & Courts. This Agreement and any non-contractual obligations are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

15.2 Good-Faith Resolution. Before litigating, senior representatives will meet (virtually or in person) within 14 days of a dispute notice to seek resolution in good faith.

15.3 Arbitration Option. If both parties agree in writing, a dispute may be finally resolved by arbitration under the LCIA Rules, seat London, language English.

16. Notices & Contact

Email: [email protected]
Postal: Top Floor, Claridon House, London Road, Stanford-le-Hope, Essex, England, SS17 0JU

17. Miscellaneous

No agency or partnership is created. You may not assign the Agreement without our consent (not to be unreasonably withheld); we may assign to an affiliate or in connection with a merger or sale. If any provision is invalid, the remainder remains effective. No waiver is implied by delay. Force majeure applies for events beyond reasonable control.

Annex A — Acceptable Use Policy (AUP)

You and your users must not use the Platform to:

Break the law. Breach any law or regulation (including data protection, e-privacy and consumer laws), or infringe others’ rights.

Send unwanted communications. Send spam or unsolicited communications; harvest addresses; ignore or frustrate opt-outs.

Share prohibited content. Transmit illegal, harmful, deceptive, defamatory, harassing, hateful, or sexually explicit content; target vulnerable groups or minors; promote illegal products or activities.

Interfere with the Platform. Overload, probe, scan, or test vulnerabilities; bypass or defeat security controls; attempt to access areas you’re not authorised to access.

Spread malware. Upload or distribute viruses, worms, Trojan horses, spyware, adware, or other malicious code or links to such code.

Abuse data. Collect, process, or disclose personal or confidential information without a lawful basis and appropriate safeguards; fail to respect data subject rights.

High-risk uses without safeguards. Process special-category data or use the Platform for high-risk activities (e.g., decisions with legal effects, critical infrastructure) without our prior written consent and appropriate safeguards.

Deceptive practices. Impersonate any person or entity; misrepresent affiliation; create fake accounts, reviews, or astroturfing campaigns.

Illegal or highly regulated activities. Provide instructions for illegal acts; engage in gambling, payday lending, unlawful cryptomining, or other regulated activities without required licences.

Security violations. Attempt to gain unauthorised access, conduct denial-of-service attacks, or otherwise disrupt normal operation.

We may update this AUP to reflect changes in law or industry practice.

Annex B — AI Acceptable Use Policy

When using AI-powered features (including OpenAI and other LLMs):

Follow the law and provider terms. You must comply with applicable laws (including UK GDPR, DPA 2018, PECR) and the terms/acceptable-use policies of all AI providers you use (e.g., OpenAI). These apply in addition to this Agreement.

No harmful or discriminatory content. Do not generate or use content that is discriminatory, hateful, harassing, abusive, defamatory, or that incites violence or self-harm.

No regulated professional advice. Do not use AI to provide legal, medical, financial, tax, or other regulated professional advice without appropriate licensing and human oversight.

Transparency. Disclose when a user is interacting with AI-driven chat or voice where reasonable and as required by law.

Data protection. Do not input or generate personal or confidential information unless you have a lawful basis and appropriate safeguards. Avoid ingesting special-category data unless strictly necessary and protected by adequate measures.

Review outputs. AI outputs may be inaccurate, incomplete, biased, or inappropriate. You must review and approve outputs before use, and you are solely responsible for your reliance on them.

No deception or impersonation. Do not use AI to create deepfakes or deceptive impersonations of individuals without clear, lawful justification and consent.

Security & abuse. Do not use AI to create or spread malware, bypass security, commit fraud, or otherwise cause harm.

Enforcement. We may suspend or restrict AI access if your use violates this policy or the upstream provider rules.

Disclaimer (AI Responsibility). DigiSpark does not control or guarantee AI outputs and is not liable for reliance on them. You must also comply with the applicable terms of OpenAI and any other AI providers.

Annex C — Service-Specific Terms (Including GoHighLevel-Powered Features)

C1. Telephony & Messaging. Use requires compliance with carrier/regulatory rules (e.g., sender IDs, brand/campaign registration, sanctioned content restrictions). You authorise pass-through of carrier/registry fees and any registration charges. Numbers may be reclaimed or reassigned by providers if unpaid or unused according to provider policy.

C2. Email. You must configure authentication (SPF, DKIM, DMARC), maintain sender reputation, promptly process bounces/complaints, and honour unsubscribe requests. Bulk limits and warm-up requirements may apply.

C3. GoHighLevel-Powered Functionality. Selected features are delivered using upstream infrastructure (GoHighLevel and/or its affiliates). To the extent required to use those features, you agree to comply with the upstream provider’s published acceptable-use and anti-abuse policies. Your contract is with DigiSpark; upstream providers are not party to your contract with us and provide no warranties to you.

C4. AI Providers (OpenAI and others). AI features rely on third-party models and infrastructure (e.g., OpenAI). You must comply with each provider’s terms and acceptable-use policies. DigiSpark is not responsible for the availability, quality, or outputs of those services.

C5. Marketplaces & Integrations. Third-party apps are governed by their own terms. We are not responsible for their availability or support unless expressly stated in writing.

C6. Domains. If we procure domains for you, we will register them in your name where possible. Transfer fees may apply. You are responsible for lawful use of any domain and associated content.

Annex D — Fees, Surcharges & Rebilling

Subscription fees are as per your Order.

Usage fees include (non-exhaustive): SMS/MMS/voice minutes, email sends, storage, compute, brand/campaign registrations, dedicated IPs, third-party add-ons and other pass-through costs.

We may operate a pre-funded wallet for usage/rebilling. You authorise automatic top-ups and rebilling of your Sub-Accounts where enabled. Negative balances may be charged to your payment method.

Price changes will be notified in advance where practicable and will apply on renewal or as otherwise stated.

Annex E — Definitions

Customer Data: data submitted to the Platform by or for you.
Documentation: user guides and policies we publish in-app or online.
Order: an order form, proposal, or in-app plan selection setting out commercial terms.
Sub-Account: an account space for your end client, brand, or business unit.
Usage Data: technical/telemetry data about use of the Platform.

BY ACCEPTING AN ORDER OR USING THE PLATFORM YOU AGREE TO THESE TERMS.