Terms of Service
Effective Date: 17/07/2026
Last Updated: 28/10/2026
Version: 3
These Terms of Service (“Terms”) are a legally binding agreement between Thrive Theory Ltd, a company incorporated in England and Wales (Company No. 15782970) trading as Steddi (“Steddi”, “we”, “our” or “us”), and the person or organisation purchasing or using our Services (“Customer”, “you” or “your”).
These Terms govern your access to and use of:
the Steddi platform;
our websites and applications;
AI-powered features;
implementation and onboarding services;
consultancy and optimisation services;
support services; and
any related products or services we provide (together, the “Services”).
For Services sold under an Order Form, the Customer accepts these Terms by accepting that Order Form. An associated Statement of Work does not, by itself, create an Order Form. For a self-service purchase or free trial, the Customer accepts these Terms through the checkout or registration process where these Terms are presented for acceptance.
If you are accepting these Terms on behalf of a business or other organisation, you confirm that you have authority to bind that organisation.
If you do not agree to these Terms, you must not use the Services.
1. About Steddi
Steddi is a business growth operating system that combines software with implementation and consultancy services to help organisations manage and improve their marketing, sales and operations.
Depending on your subscription or Order Form, the Services may include CRM, pipeline management, marketing automation, websites and landing pages, forms, appointment booking, reporting, reputation management, AI-powered features, third-party integrations, onboarding, consultancy and ongoing support.
Some functionality relies on third-party providers and infrastructure. As those providers evolve, certain features may also change.
2. Definitions
In these Terms:
Account means your Steddi account.
Authorised User means anyone you authorise to access your workspace.
Customer Data means all data, content, files, contacts, communications, prompts and other information submitted to or processed through the Services by or on your behalf.
Order Form means a document identified as an order form, issued by Steddi and accepted by the Customer, that records the Services purchased and their commercial terms. For a self-service purchase, an online checkout may serve as an Order Form where it displays those terms and requires the Customer to affirmatively accept them. A proposal, quotation, invoice or payment link does not become an Order Form merely because it is sent, accepted or paid.
Professional Services means implementation, onboarding, consultancy, migration, training, workflow configuration or other services we provide in addition to your software subscription.
Statement of Work (SOW) means a document describing specific Professional Services.
Subscription means your right to access and use the Platform during the agreed subscription period.
Workspace means the Steddi environment created for your organisation.
3. Your Agreement with Us
For a purchase made under an Order Form, the Agreement consists of that Order Form, each Statement of Work identified in it, these Terms, and any applicable Data Processing Addendum. Our Privacy Policy explains how we handle personal data for which we are responsible; it is not an Order Form or Statement of Work.
The Order Form governs the Customer-specific Services purchased, fees, billing arrangements and subscription term. The Statement of Work governs implementation scope, customer dependencies, delivery and acceptance. The Data Processing Addendum governs the processing of personal data on the Customer’s behalf where it applies. These Terms govern all other matters.
If provisions still directly conflict, the Order Form takes priority over the Statement of Work, and the Statement of Work takes priority over these Terms. For personal data processing, the Data Processing Addendum takes priority. A document changes this priority only if it expressly identifies the provision being changed and both parties agree to that change in writing.
4. Eligibility
The Services are intended solely for business use.
By using the Services you confirm that:
you are at least 18 years old;
you have legal capacity to enter into this Agreement;
you are acting for business purposes; and
where applicable, you have authority to bind the organisation you represent.
The Services are not intended for personal, domestic or consumer use.
5. Your Subscription
Your subscription gives your organisation a limited, non-exclusive, non-transferable and revocable right to access and use the Services during your Subscription, subject to these Terms.
Your subscription determines the features, user limits, support level, Professional Services and other benefits available to your workspace.
We may introduce new plans, retire existing plans or modify available features from time to time. We’ll endeavour not to materially reduce the core functionality of your subscription without reasonable notice.
6. Subscriptions, Billing and Payments
Some Services are charged as recurring subscriptions, while others are charged based on usage or as one-off Professional Services.
By purchasing the Services, you authorise us and our payment provider to charge all fees due using your chosen payment method.
Unless otherwise agreed:
subscription fees are billed in advance;
implementation and consultancy fees are billed as set out in your Order Form or SOW;
usage charges are billed separately from your subscription; and
all invoices are payable immediately unless different payment terms have been agreed in writing.
If a payment cannot be collected, we may retry the payment, suspend access to some or all of the Services, restrict usage-based functionality or terminate this Agreement where permitted under these Terms.
You remain responsible for all amounts incurred by your workspace, including usage by your Authorised Users.
6.1 Usage Wallets, Rebilling and Additional Charges
The Subscription fee covers only the services and allowances expressly included in the Customer's plan or Order Form. Usage-Based Services and optional paid features may incur additional charges.
6.1.1 Usage wallets
Where usage rebilling is enabled, the Customer may be required to maintain a prepaid usage wallet linked to a valid payment method.
Steddi uses its connected payment processor to collect wallet funding payments from the Customer. Eligible usage charges are deducted from the Customer's wallet balance as the relevant services are consumed.
6.1.2 Automatic replenishment
Where automatic replenishment is enabled, the Customer authorises Steddi to charge the designated payment method when the wallet balance falls below the applicable minimum threshold.
The initial funding amount, replenishment amount and trigger will be displayed or otherwise disclosed before the Customer authorises automatic replenishment.
Replenishment payments may occur more than once during a billing period, depending on actual usage.
6.1.3 Usage charges
Charges may arise from SMS, MMS, email sending, telephone calls, AI features, premium workflow actions and other supported metered services.
Usage may be generated automatically by workflows, campaigns, integrations, AI agents or other configured functionality.
The applicable customer-facing rates, billing units and any included allowances will be disclosed before the relevant chargeable services are enabled.
6.1.4 Insufficient funds and failed payments
If a wallet has insufficient funds or an automatic replenishment payment fails, affected usage-based services may be restricted, interrupted or suspended.
The Customer remains responsible for any properly incurred usage charges that exceed the available wallet balance.
6.1.5 Optional paid services
Certain optional features, applications and integrations may carry separate recurring fees, usage charges or both.
These charges will be disclosed before activation and may be collected separately from the usage wallet.
6.1.6 Cancellation
Cancellation or termination of the Subscription does not extinguish liability for usage or optional-service charges properly incurred before the relevant service ended.
Any remaining prepaid wallet balance will be handled in accordance with the applicable billing terms disclosed to the Customer and mandatory law.
7. Usage-Based Services
7.1 Separately chargeable services
Certain features and services available through Steddi may incur additional usage-based, recurring or third-party charges.
These may include:
SMS, MMS and WhatsApp messaging;
inbound and outbound telephone calls;
telephone numbers and associated rental or regulatory charges;
email sending and email validation;
premium workflow actions and executions;
AI features, agents, credits, requests, tokens and voice usage;
premium integrations, marketplace applications and connected services; and
other separately identified metered services or paid add-ons.
The availability of a feature within the Platform does not mean that its usage is included in the Subscription.
7.2 Applicable rates
Before a separately chargeable service is enabled, Steddi will make available the applicable customer-facing rate or a sufficiently clear pricing method, including the billing unit and any recurring charges.
This information may be provided in the Order Form, the Steddi Usage Pricing Schedule, the Platform or another written pricing disclosure.
Where pricing is determined by a third-party provider, Steddi may refer to the relevant published provider rates, provided the Customer is also informed of any Steddi markup, currency conversion method or additional charge.
Rates may vary by destination, provider, message type, usage volume, feature or other disclosed charging factor.
7.3 Automated usage
Charges may arise automatically from workflows, campaigns, scheduled actions, integrations, AI agents, retries and other configured functionality.
The Customer is responsible for monitoring and appropriately configuring its Workspace and authorised activity.
Where available, usage dashboards, notifications or spending controls are provided to assist the Customer but do not guarantee that usage charges cannot exceed a specified amount.
7.4 Customer-managed provider accounts
Where the Customer connects and pays for its own account with a third-party provider, charges billed directly by that provider are governed by the Customer's agreement with that provider.
Where Steddi supplies, manages or bills a service on the Customer's behalf, the applicable Steddi charges will be disclosed separately.
7.5 Optional recurring services
Certain optional features may incur a recurring fee, usage charges or both.
A recurring fee may continue while the feature remains enabled, even where little or no usage occurs.
The applicable fee and any minimum commitment will be disclosed before activation.
7.6 Changes to usage rates
Steddi may update usage rates to reflect changes in underlying provider charges, exchange rates, taxes, regulatory fees or the cost of supplying the relevant service.
Updated rates will be made available before taking effect, with reasonable advance notice of material increases where practicable.
Unless otherwise agreed or required by law, updated rates apply prospectively.
Where a material increase affects an optional service, the Customer may discontinue that service before the revised rate takes effect, subject to any previously disclosed minimum commitment.
7.7 Payment
Usage charges are payable under the billing arrangements described in Section 6 and the applicable pricing disclosure.
Cancellation, suspension or termination does not extinguish liability for usage properly incurred before the relevant service ended.
7.8 Provider requirements
Usage-Based Services may be subject to provider verification, acceptable-use rules, technical limits, geographic restrictions, fraud controls and regulatory requirements.
Steddi may restrict affected functionality where reasonably necessary to comply with those requirements, prevent misuse or protect the Platform, subject to the Agreement.
8. Taxes
Unless expressly stated otherwise, all prices are exclusive of VAT and any other applicable taxes.
You are responsible for paying any taxes, duties or similar charges arising from your purchase or use of the Services, excluding taxes based solely on our income.
9. Free Trials
We may offer free trials for some Services.
Unless we state otherwise:
free trials are available only to new customers;
we may require payment details before the trial begins; and
your subscription will automatically convert to a paid subscription at the end of the trial unless you cancel beforehand.
We may withdraw, amend or discontinue any free trial at any time.
10. Changes to Pricing
We may change our subscription or usage pricing from time to time.
Where a pricing change affects an existing subscription, we’ll provide reasonable notice before the change takes effect.
If pricing changes are driven by third-party providers or regulatory requirements, we may apply those changes on shorter notice where reasonably necessary.
10.1 Changes to Usage Pricing
Usage-Based Services are subject to the separate pricing provisions in Section 7.
Changes to usage rates do not automatically change the Customer's recurring Subscription fee.
Steddi may update usage rates in accordance with Section 7.6. Any revised customer-facing rate or pricing method will be made available before it takes effect, except where an immediate change is reasonably necessary to comply with law or address an urgent provider restriction. In those circumstances, Steddi will notify affected Customers as soon as reasonably practicable.
11. Your Account
You are responsible for your Account and Workspace, including all activity carried out by your Authorised Users.
You agree to:
keep your account information accurate and up to date;
protect your login credentials;
ensure only authorised individuals access your workspace;
promptly remove users who no longer require access; and
maintain the security of connected third-party accounts.
Where available, we recommend enabling multi-factor authentication and any additional security features offered through the Platform.
You must notify us promptly if you become aware of any unauthorised access or security incident affecting your Account.
12. Workspace Ownership
Each Workspace must have a designated owner.
If we reasonably believe there’s a dispute about ownership or administrative control of a Workspace, we may temporarily suspend administrative changes while we investigate.
We may request evidence such as payment records, company registration details, written authority or other information reasonably necessary to determine who is authorised to administer the Workspace.
We’re not responsible for resolving disputes between directors, employees, contractors or other representatives of your organisation.
13. Professional Services
Depending on your subscription or Order Form, we may provide Professional Services such as onboarding, implementation, consultancy, migration, workflow configuration, training or optimisation.
Project-specific work may be governed by a Statement of Work describing the agreed scope, deliverables, fees and timescales.
We’ll provide Professional Services using reasonable skill and care. Delivery dates are estimates unless expressly agreed otherwise, and may change where projects are delayed by customer dependencies, changes in scope or third-party providers.
If you request work outside the agreed scope, we may agree revised fees, updated timelines or a new Statement of Work before carrying out the additional work.
14. Customer Responsibilities
To help us deliver the Services effectively, you agree to:
provide accurate and complete information;
cooperate with reasonable requests during onboarding and implementation;
maintain any third-party accounts or licences you ask us to integrate;
ensure your Authorised Users comply with these Terms; and
use the Services in accordance with applicable laws.
You’re responsible for the business decisions you make using the Platform, including any actions taken based on reports, automations or AI-generated content.
We’re not responsible for delays or additional work caused by inaccurate information, unavailable personnel, delayed approvals or failures of third-party services outside our control.
15. Customer Data and Privacy
The Customer grants Steddi a limited, non-exclusive licence to host, store, copy, transmit, access and otherwise process Customer Data only to the extent reasonably necessary to provide the Services, perform agreed Professional Services, deliver requested AI functionality, provide support, maintain security, investigate technical issues and comply with applicable law.
Where Customer Data includes personal data processed by Steddi on the Customer's behalf, that processing is governed by the Data Processing Addendum and the Customer's documented instructions.
Steddi will not use personal data processed on the Customer's behalf for its own unrelated marketing, independent product development or training of Steddi's own AI models.
Steddi may use service performance information and aggregated or anonymised information to maintain and improve its Services, provided that doing so complies with applicable data protection law and does not disclose Customer Confidential Information.
16. AI Features
Some Services include artificial intelligence designed to help automate tasks, generate content, create workflows, produce reports or provide recommendations.
AI-generated content is intended to assist you, not replace human judgement.
You remain responsible for reviewing all AI-generated outputs before relying on them or sharing them with others.
Customer Data submitted to AI features is processed only to provide the requested functionality. Thrive Theory Ltd does not use Customer Data to train its own artificial intelligence models.
AI functionality may rely on third-party providers and may change, improve or be withdrawn as those services evolve.
16.1 AI Providers, Restrictions and Charges
AI functionality may be delivered through Steddi's underlying technology providers and their authorised subprocessors.
Different AI features may be subject to different usage limits, pricing models, geographic restrictions, content policies and technical requirements.
Certain AI functionality may incur additional charges, including usage-based fees or recurring feature subscriptions. These charges are governed by Section 7.
Steddi may modify, restrict, substitute or discontinue an AI feature where reasonably necessary because of provider changes, security requirements, legal obligations or technical availability, subject to the Agreement.
Steddi does not independently train its own AI models using Customer Data. Processing by third-party AI providers is governed by the applicable data protection arrangements and provider commitments.
17. Communications
The Platform allows you to send emails, SMS messages, WhatsApp messages, voice calls and other communications.
You are solely responsible for:
the content of those communications;
the recipients;
obtaining any required consents;
complying with applicable privacy, electronic marketing and telecommunications laws.
Where we provide managed campaigns or messaging services, we do so solely on your documented instructions.
For legal and regulatory purposes, you remain the sender of communications transmitted through your connected accounts.
We may suspend messaging functionality where reasonably necessary to prevent abuse, protect the Platform or comply with the requirements of our messaging providers.
18. Third-Party Services
The Platform integrates with a range of third-party services.
These may include providers such as HighLevel, Stripe, Google, Microsoft, Meta, Twilio, OpenAI, Make.com and other services that we make available from time to time.
Your use of those services is governed by their own terms and privacy policies.
We aren’t responsible for:
changes made by third-party providers;
third-party outages;
changes to pricing;
discontinued integrations; or
suspension of third-party accounts.
Where practical, we may replace discontinued integrations or providers with suitable alternatives.
18.1 Underlying Technology Providers
Steddi operates using third-party software, infrastructure and service providers, including the technology underlying the Steddi Platform.
Certain functionality depends on the continued availability, permissions, policies and technical capabilities of those providers.
Providers may impose sending limits, verification requirements, acceptable-use restrictions, geographic limitations, technical changes or restrictions on particular services.
Steddi may implement corresponding restrictions where reasonably necessary to comply with those requirements or maintain the security and operation of the Services.
Where an underlying provider materially changes or withdraws functionality, Steddi may modify the affected feature, provide an alternative or discontinue the affected functionality, subject to the Customer's rights under the Agreement.
Nothing in this section excludes Steddi's obligations under applicable data protection law or any responsibility that cannot lawfully be excluded.
19. Platform Changes
We’re continually improving Steddi.
That means we may introduce new features, improve existing functionality, replace technologies, change third-party providers or retire features that are no longer practical to support.
We’ll endeavour not to materially reduce the core functionality of your subscription without reasonable notice.
Your decision to subscribe should not rely on any future product roadmap, planned feature or proposed integration unless we’ve expressly agreed otherwise in writing.
20. Acceptable Use
You must use the Services responsibly and only for lawful business purposes.
You must not use the Platform to:
break the law;
send spam or unsolicited communications;
distribute malware or malicious code;
infringe another person’s intellectual property rights;
interfere with the security or operation of the Platform;
attempt to gain unauthorised access to any system or account;
scrape, copy or reverse engineer the Platform except where permitted by law;
build or support a competing service using the Platform;
upload unlawful, harmful, fraudulent or deceptive content; or
breach the terms of any third-party provider connected to the Services.
We may investigate suspected misuse and suspend or terminate access where reasonably necessary to protect the Platform, our customers or third parties.
21. Fair Use
Where a subscription includes unlimited or unmetered features, those features are provided subject to reasonable and fair use.
If your use places an unreasonable burden on the Platform or materially affects other customers, we may:
apply reasonable usage limits;
require you to move to a more appropriate subscription;
charge for excessive usage where applicable; or
temporarily restrict the affected functionality.
We’ll always act reasonably and in good faith when exercising these rights.
22. Beta Features
From time to time we may make beta, preview or early-access features available.
Beta Features are provided for evaluation purposes and may:
change significantly before general release;
contain defects or incomplete functionality;
be modified or withdrawn without notice; or
never become generally available.
Unless we state otherwise, Beta Features are provided “as is” and may not be supported to the same standard as generally available Services.
23. Security
We take appropriate technical and organisational measures to help protect the Platform and Customer Data.
Because Steddi relies on third-party infrastructure, security is a shared responsibility.
You are responsible for protecting your passwords, managing user permissions, securing connected third-party accounts and enabling available security features where appropriate.
You authorise us to access your Workspace where reasonably necessary to:
provide support;
investigate faults;
deliver Professional Services;
maintain or improve the Platform;
investigate security incidents;
comply with legal obligations; or
enforce these Terms.
We’ll only access Customer Data where reasonably necessary and will treat it as Confidential Information.
24. Intellectual Property
The Services, including the Platform, software, workflows, templates, documentation, branding, AI systems, methodologies and other intellectual property, remain owned by or licensed to Thrive Theory Ltd.
Your subscription gives you a limited right to use the Services during your Subscription. It does not transfer ownership of any intellectual property.
You must not copy, distribute, sublicense, sell, reverse engineer or otherwise exploit the Services except as expressly permitted by these Terms or applicable law.
25. Configurations and Professional Services
Steddi may configure workflows, automations, pipelines, dashboards, reports, integrations, templates and other Platform functionality for the Customer as part of Professional Services.
Unless expressly agreed otherwise in writing:
the Customer retains ownership of Customer Data, branding, supplied content and other materials it owns;
Steddi and its licensors retain their respective rights in the Platform, underlying software, reusable workflows, automations, configurations, templates, methodologies, prompts, frameworks and know-how;
configurations deployed within the Platform form part of the Services and remain available for the Customer's use during the applicable Subscription; and
payment for implementation or configuration does not transfer ownership of the Platform or its underlying technology.
Steddi may reuse general skills, knowledge, methods, automation patterns and non-confidential configuration techniques in other engagements.
Any separately agreed ownership or licence rights in specific deliverables must be expressly documented in the relevant Statement of Work or other written agreement.
Nothing in this section transfers ownership of intellectual property belonging to an underlying third-party provider.
26. Feedback
We welcome ideas and suggestions for improving Steddi.
If you provide feedback, feature requests or enhancement suggestions, you grant us a perpetual, worldwide, royalty-free licence to use and incorporate that feedback into the Services without further permission or payment.
This doesn’t give us ownership of your Customer Data or Confidential Information.
27. Confidentiality
During our relationship, each party may receive information that is confidential or commercially sensitive.
Each party agrees to keep the other’s Confidential Information confidential and to use it only for the purposes of providing or receiving the Services.
Confidential Information does not include information that:
is or becomes publicly available through no fault of the receiving party;
was already lawfully known before disclosure;
is independently developed without reference to the other party’s Confidential Information; or
must be disclosed by law or a court of competent jurisdiction.
We may disclose Confidential Information to our employees, contractors, advisers and service providers where they need it to perform their duties and are subject to appropriate confidentiality obligations.
These obligations continue for five (5) years after this Agreement ends, except for trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law.
28. Support
Support is provided according to your subscription plan.
Support may be delivered through Slack, Discord, email, our support portal or other channels we make available.
Unless we’ve agreed otherwise, support is available during normal UK business hours.
Higher subscription plans may include priority support or enhanced service levels.
Support covers reasonable assistance with using the Platform and resolving technical issues.
Support does not include:
custom software development;
project work outside an agreed Statement of Work;
business consultancy beyond your subscription;
support for third-party products that aren’t part of the Services.
To ensure a consistent service for all customers, support is subject to reasonable fair use.
29. Availability
We aim to provide a reliable and secure service, but we don’t guarantee uninterrupted or error-free availability.
From time to time we may suspend or limit access to the Services for reasons including:
planned maintenance;
emergency maintenance;
security improvements;
software updates;
legal or regulatory requirements; or
failures affecting third-party providers.
Where reasonably practicable, we’ll give advance notice of planned maintenance.
30. Suspension
We may suspend access to some or all of the Services immediately where reasonably necessary, including if:
payment is overdue;
you materially breach these Terms;
your use creates a security or operational risk;
we reasonably suspect fraudulent or unlawful activity;
we’re required to do so by law or a regulatory authority; or
suspension is necessary to protect the Platform, our customers or our service providers.
Where reasonably practicable, we’ll explain why access has been suspended and what needs to happen before it’s restored.
Suspension doesn’t affect your obligation to pay any fees already due.
31. Term and Cancellation
For Services sold under an Order Form, this Agreement begins on the effective date stated in that Order Form or, if none is stated, when both parties have accepted it. For a self-service purchase or free trial, it begins when the Customer accepts these Terms through the applicable checkout or registration process.
Subscriptions renew automatically at the end of each Subscription Term unless cancelled before the renewal date.
If you cancel your subscription:
you’ll continue to have access until the end of your current billing period;
no further subscription fees will be charged after that period; and
your Workspace will move into a paused state.
Unless we expressly agree otherwise, fees already paid are non-refundable.
Nothing in these Terms affects any rights that cannot legally be excluded.
32. Termination
Either party may terminate this Agreement where permitted by these Terms or by applicable law.
We may terminate the Agreement immediately if:
you commit a material breach that cannot be remedied;
you fail to remedy a material breach within thirty (30) days after written notice;
you become insolvent or cease trading;
continuing to provide the Services would expose us to legal, regulatory or security risk.
Termination doesn’t affect any rights or obligations that arose before the Agreement ended.
33. Data Export and Deletion
You are responsible for exporting any Customer Data you wish to retain before your Workspace is permanently deleted.
When your subscription ends:
your Workspace will be paused;
Customer Data will normally remain available for up to ninety (90) days, allowing you to reactivate your subscription or export your data where available; and
after that period, Customer Data may be permanently deleted unless we’re legally required to retain it.
Once Customer Data has been permanently deleted, it generally can’t be recovered.
We may retain limited information where necessary to comply with legal obligations, maintain financial records, resolve disputes or protect our legal rights.
34. Warranties
We warrant that:
we have the right to enter into this Agreement;
we’ll provide the Services using reasonable skill and care; and
Professional Services will be performed by suitably qualified personnel.
Except as expressly stated in these Terms, the Services are provided on an “as available” basis.
To the fullest extent permitted by law, we exclude all other warranties, conditions and representations, whether express or implied.
Nothing in these Terms excludes any rights that cannot legally be excluded under the laws of England and Wales.
35. Your Warranties
You warrant that:
you have authority to enter into this Agreement;
you have all necessary rights to upload and process Customer Data using the Services;
your use of the Services complies with applicable laws;
your Customer Data doesn’t infringe any third-party rights; and
communications sent through the Platform comply with applicable privacy, electronic marketing and telecommunications laws.
You remain responsible for all business decisions made using the Platform, including decisions based on AI-generated content, reports or automations.
36. Disclaimer
Steddi is designed to help businesses improve their marketing, sales and operations.
While we aim to provide reliable software and Professional Services, we don’t guarantee any particular commercial outcome, including increased revenue, lead generation, customer growth, operational improvements or return on investment.
Business results depend on many factors outside our control, including your products, services, pricing, market, customers and business decisions.
AI-generated outputs are intended to support your work and should always be reviewed before being relied upon.
37. Limitation of Liability
Please read this section carefully as it limits each party’s liability under this Agreement.
Nothing in these Terms limits or excludes either party’s liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any liability that cannot legally be limited or excluded.
Subject to the above, neither party will be liable for any indirect, incidental, consequential or special loss, or for any loss of profits, revenue, business, contracts, goodwill, anticipated savings or opportunity arising out of or in connection with the Services.
Subject to the exclusions above, Thrive Theory Ltd’s total aggregate liability arising from or relating to this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid by you under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
The limitations in this section apply even if a remedy fails of its essential purpose and reflect the allocation of risk between the parties when agreeing the fees for the Services.
38. Indemnity
You agree to indemnify and hold harmless Thrive Theory Ltd, its directors, employees, contractors and affiliates against any claims, losses, liabilities, damages, costs and expenses arising from:
your breach of these Terms;
your use of the Services in breach of applicable law;
your Customer Data;
any communications sent through the Platform;
your infringement of a third party’s intellectual property rights; or
your failure to comply with applicable privacy, data protection, electronic marketing or telecommunications laws.
This indemnity does not apply where the relevant claim results directly from our own breach of these Terms or our negligence.
39. Publicity
Unless you ask us not to, you agree that we may identify your organisation as a Steddi customer.
This may include using your company name and logo on our website, in customer lists, presentations, proposals and other marketing materials.
We’ll never disclose your Confidential Information or publish a case study without your prior permission.
You may withdraw this permission at any time by contacting us, and we’ll stop using your branding in future marketing materials within a reasonable period.
40. Compliance with Laws
Each party is responsible for complying with the laws that apply to its own business and activities under this Agreement.
You are responsible for ensuring your use of the Services complies with all applicable laws relating to:
privacy and data protection;
electronic marketing and communications;
intellectual property;
sanctions and export controls; and
any industry-specific regulations that apply to your business.
Where your use of the Platform becomes the subject of an investigation by a regulator, telecommunications provider or competent authority, you agree to provide reasonable cooperation where necessary.
41. Export Controls and Sanctions
You must not use the Services in violation of any applicable export control or sanctions laws.
By using the Services, you confirm that neither you nor your Authorised Users are prohibited from receiving the Services under applicable law.
We may suspend or terminate access where reasonably necessary to comply with sanctions, export controls or other legal requirements.
42. Force Majeure
Neither party will be responsible for delays or failures to perform their obligations where caused by circumstances beyond their reasonable control.
Examples include natural disasters, war, terrorism, civil unrest, industrial disputes, pandemics, failures of utilities, widespread internet outages, cyber attacks affecting critical infrastructure or failures of third-party cloud providers.
The affected party will use reasonable efforts to minimise the impact of the event.
If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Services by giving written notice.
43. Assignment
You may not assign, transfer or otherwise dispose of this Agreement without our prior written consent.
We may assign or transfer this Agreement as part of:
a merger or acquisition;
a sale of all or substantially all of our business or assets;
a corporate restructuring; or
a transfer to one of our group companies or affiliates.
This Agreement is binding on each party and their permitted successors and assigns.
44. Subcontractors
We may use subcontractors, suppliers and service providers to deliver parts of the Services.
This includes cloud infrastructure providers, payment providers, messaging providers, AI providers, implementation partners and specialist consultants.
Where required by law, we remain responsible for the performance of our subcontractors.
45. Notices
Formal legal notices under this Agreement must be provided in writing.
Unless we agree otherwise, notices may be sent by email to the contact details provided by each party.
Operational notices, invoices, renewal reminders, maintenance announcements and other routine communications may be delivered electronically through the Platform or by email.
A notice sent by email will be deemed received on the next Business Day unless the sender receives a delivery failure notification.
46. Entire Agreement
The documents listed in section 3 constitute the entire agreement between the parties relating to the Services. They replace previous discussions, proposals, quotations, negotiations and agreements concerning the same subject matter, except for any part of a previous document expressly identified and incorporated in the Order Form.
They replace all previous discussions, proposals, negotiations and agreements relating to the same subject matter.
Neither party has relied upon any statement or representation that is not expressly included in this Agreement, except in the case of fraudulent misrepresentation.
47. No Waiver
If either party delays or chooses not to exercise any right under these Terms, that does not waive that right.
Any waiver must be made in writing.
48. Severability
If any provision of these Terms is found to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect.
Where possible, the affected provision will be interpreted or modified to achieve the closest lawful commercial result.
49. Relationship of the Parties
Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
Each party acts as an independent business.
Neither party has authority to bind the other except where expressly agreed in writing.
50. Changes to these Terms
We may update these Terms from time to time to reflect changes to our Services, legal requirements or business operations.
Where a change materially affects your rights or obligations, we’ll provide reasonable notice before the updated Terms take effect.
For a Customer that has accepted an Order Form, the version of these Terms identified in that Order Form applies to that Order Form unless the parties agree to a change in writing. Publishing a new version on our website does not by itself amend an existing Order Form.
By continuing to use the Services after the effective date of the updated Terms, you agree to the revised Terms.
51. Governing Law
These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales.
52. Jurisdiction
The courts of England and Wales have exclusive jurisdiction to resolve any dispute arising from or relating to these Terms, except where mandatory law requires otherwise.
53. Contact
Thrive Theory Ltd (Trading as Steddi)
Website: https://staysteddi.com
Enquiries: josh@staysteddi.co.uk
Schedule 1 – Service-Specific Terms
AI Services
AI Features are intended to improve productivity and automate business processes. They’re designed to assist, not replace, human judgement.
You remain responsible for reviewing and approving AI-generated content before relying on it or sharing it with others.
Messaging Services
Where you use email, SMS, WhatsApp or voice functionality, you’re responsible for obtaining any required consents and complying with applicable communications laws.
You remain the sender of all communications transmitted through your connected accounts.
Schedule 1 — Usage-Based Services
Usage-Based Services and optional paid features are charged separately unless expressly included in the Customer's Subscription or Order Form.
The applicable customer-facing rates, billing units, recurring charges, allowances and billing arrangements will be disclosed in the Steddi Usage Pricing Schedule, Order Form, Platform or another written pricing disclosure before the relevant chargeable service is enabled.
Where Steddi passes through an underlying provider's published rates, the relevant pricing reference and any applicable currency conversion or additional Steddi charge will be identified.
Where the Customer pays a third-party provider directly, that provider's charges are governed by the Customer's agreement with the provider.
Sections 6 and 7 govern the payment and operation of Usage-Based Services.
Third-Party Services
Some functionality depends on third-party providers.
We aren’t responsible for interruptions, pricing changes or discontinued functionality caused by those providers, although we’ll use reasonable efforts to minimise disruption and, where appropriate, provide suitable alternatives.