1. Interpretation

In this Agreement, the following definitions apply:

"Administrator" means the person designated by the Customer as their administrator, who will have the ability to manage API Keys and End Users.
"Agreement" means this software licence agreement.
"API" means the application programming interface provided by TailPDF for HTML to PDF conversion.
"API Key" means the unique authentication credential issued to access the Services.
"Client Content" means HTML, CSS, and other content submitted by the Customer or End Users to the Platform for PDF generation.
"Customer" means the legal entity or individual that has agreed to these terms and is responsible for payment of the Fees.
"Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, and any other applicable data protection legislation.
"End User" means individuals authorised by the Customer to use the Services.
"Fees" means the subscription fees payable by the Customer for the Services.
"Intellectual Property Rights" means patents, rights to inventions, copyright, trade marks, business names, domain names, rights in get-up, rights in goodwill, rights in designs, rights in computer software, database rights, rights in confidential information and any other intellectual property rights.
"Output" means the PDF files generated by the Platform from Client Content.
"Personal Data" has the meaning given in the Data Protection Laws.
"Platform" means the TailPDF HTML to PDF generation service, including the API, dashboard, and all related infrastructure.
"Services" means the HTML to PDF conversion services provided through the Platform.
"Subscription" means the Customer's subscription to the Services.
"TailPDF" means Warm Energy Labs Limited, a company registered in England and Wales (Company No. 14120157).

2. Engagement, Subscriptions and Access

2.1 Free Trial

TailPDF may offer a free trial period allowing limited access to the Services. At the end of the trial, access will be restricted unless a paid Subscription is purchased.

2.2 Subscription Plans

Paid Subscriptions are available on monthly or annual terms. The Customer may upgrade or downgrade their plan at any time, with changes taking effect at the next billing cycle.

2.3 Age Requirements

End Users must be at least 18 years of age to use the Services.

2.4 Account Security

The Customer is responsible for maintaining the security of API Keys and login credentials. The Customer must notify TailPDF immediately of any unauthorised access.

3. Fees and Payment

3.1 Payment Terms

The Customer must pay each invoice within 14 days after the date of the relevant invoice.

3.2 Late Payment

If payment is not received by the due date, TailPDF may charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.3 Suspension

TailPDF may suspend access to the Services if payment is not received within 14 days of the due date.

3.4 Fee Changes

TailPDF may increase Fees by providing at least 30 days' written notice before the next billing cycle.

4. Warranties and Disclaimers

4.1 Service Availability

TailPDF does not guarantee that the Services will be uninterrupted, error-free, or available at all times. While we strive for high availability, planned maintenance and unforeseen issues may affect service delivery.

4.2 Output Quality

TailPDF provides PDF generation on a best-efforts basis. While we optimise for accurate rendering of HTML and CSS (including Tailwind CSS), variations may occur depending on the complexity of the Client Content. The Customer is responsible for ensuring Client Content is well-formed HTML and valid CSS suitable for PDF generation. TailPDF is not liable for Output quality issues arising from malformed, invalid, or overly complex Client Content.

4.3 Third-Party Content

TailPDF is not responsible for the rendering of third-party resources (fonts, images, scripts) referenced in Client Content that may be unavailable or blocked.

5. Licence Restrictions

The Customer agrees not to:

Copy, modify, or create derivative works of the Platform source code.
Reverse engineer, decompile, or disassemble the Platform.
Sub-license, sell, or transfer access to the Services.
Use the Services to develop a competing product.
Share API Keys with unauthorised third parties.
Attempt to circumvent usage limits or security measures.

6. Acceptable Use Restrictions

The Customer agrees not to use the Services to:

Generate PDFs containing unlawful, harmful, or offensive content.
Infringe any third party's Intellectual Property Rights.
Transmit malicious code or attempt to compromise the Platform.
Generate spam, phishing materials, or fraudulent documents.
Create documents impersonating other entities or individuals.
Overload the Platform with excessive requests intended to disrupt service.
Process content that violates applicable laws or regulations.

7. Intellectual Property Rights

7.1 Platform Ownership

TailPDF retains all Intellectual Property Rights in the Platform and Services. Nothing in this Agreement transfers ownership of such rights to the Customer.

7.2 Client Content

The Customer retains ownership of all Client Content. The Customer grants TailPDF a limited licence to process Client Content solely for the purpose of providing the Services.

7.3 Generated Output

The Customer owns all rights in the Output generated from their Client Content.

8. Confidentiality

Each party agrees to keep confidential any information received from the other party that is marked as confidential or would reasonably be understood to be confidential. This obligation does not apply to information that:

Is or becomes publicly available through no fault of the receiving party.
Was already known to the receiving party prior to disclosure.
Is required to be disclosed by law or court order.

9. Data Protection

9.1 Roles

Where Personal Data is processed through the Services, the Customer acts as Data Controller and TailPDF acts as Data Processor.

9.2 Compliance

Both parties agree to comply with all applicable Data Protection Laws. TailPDF will process Personal Data only in accordance with the Customer's documented instructions.

9.3 Security

TailPDF implements appropriate technical and organisational measures to protect Personal Data against unauthorised access, loss, or destruction.

9.4 Data Retention

Client Content is processed transiently for PDF generation and is not stored beyond the generation process unless explicitly requested by the Customer.

9.5 Breach Notification

TailPDF will notify the Customer within 48 hours of becoming aware of any Personal Data breach.

10. Limitation of Liability

10.1 Cap on Liability

TailPDF's total liability under this Agreement shall not exceed the total Fees paid by the Customer in the 12 months preceding the claim, or £500 for users on a free plan.

10.2 Excluded Losses

TailPDF shall not be liable for any indirect, consequential, or incidental damages, including loss of profits, data, or business opportunities.

10.3 Team Member Liability

Where the Customer is an organisation with multiple team members accessing the Services, TailPDF's liability to any individual team member (as opposed to the organisation itself) shall not exceed £100.

11. Termination

11.1 By the Customer

The Customer may terminate this Agreement at any time by cancelling their Subscription. Access will continue until the end of the current billing period.

11.2 By TailPDF

TailPDF may terminate this Agreement immediately if the Customer breaches any of the Licence Restrictions or Acceptable Use Restrictions.

11.3 Effect of Termination

Upon termination, the Customer's access to the Services will cease. TailPDF will retain no Client Content following termination.

12. Communication

All notices under this Agreement should be sent to:

TailPDF: [email protected]

Email is the official method of communication for matters relating to this Agreement.

13. Force Majeure

Neither party shall be liable for any failure to perform due to circumstances beyond their reasonable control, including natural disasters, war, terrorism, riots, government action, or internet infrastructure failures. If such circumstances continue for more than 4 weeks, either party may terminate this Agreement.

14. Third Party Providers

The Services may integrate with or link to third-party services. TailPDF is not responsible for the availability, content, or practices of third-party services.

15. Miscellaneous

15.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and agreements.

15.2 Amendments

TailPDF may amend this Agreement by providing reasonable notice. Continued use of the Services after such notice constitutes acceptance of the amended terms.

15.3 Assignment

The Customer may not assign this Agreement without TailPDF's prior written consent. TailPDF may assign this Agreement to any successor or affiliate.

15.4 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

16. Law and Jurisdiction

This Agreement is governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Warm Energy Labs Limited
Company No. 14120157 (England and Wales)
VAT GB482750081
Dencora Court, 2 Meridian Way, Meridian Business Park, Norwich NR7 0TA, UK

Terms of Service