Terms of Service

These Terms of Service ("Terms") govern your access to and use of the marketing website at overdrivehq.co.uk and the Overdrive Engage product, provided by Hudson & Flowerdew Ltd. By using the site or the product you agree to these Terms. If you do not agree, do not use them.

01 Definitions

• "We", "us", "our": Hudson & Flowerdew Ltd, trading as Overdrive Engage and OverdriveHQ. Registered in England and Wales, company number 08683882.
• "You", "Customer": the legal entity that has agreed to these Terms.
• "Service": the Overdrive Engage product and any related software, websites, APIs, and documentation we provide.
• "Customer Data": any data you submit, upload, or grant the Service access to, including data about contacts in your CRM.
• "Subscription": the paid plan you have selected, billed in advance.

02 The Service

Overdrive Engage is a Salesforce-native email sequencing tool for recruitment agencies and sales teams. Sends are made from each consultant's own Gmail or Outlook mailbox via OAuth. The Service includes campaign building, email tracking, sentiment analysis, AI-personalised email content, and analytics.

We may modify, add, or remove features at our discretion, provided we do not materially diminish the Service for active subscribers without reasonable notice.

03 Account and access

• You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
• You will not share credentials between users. Each user requires their own seat.
• You will tell us promptly of any unauthorised access or security incident affecting your account by writing to our registered office (see §18).
• You are responsible for the actions of users who access the Service through your account.

04 Acceptable use

You will not, and will not permit anyone using your account to:

• Use the Service to send unsolicited bulk email or content that violates anti-spam laws, including the UK Privacy and Electronic Communications Regulations 2003 (PECR), the EU ePrivacy Directive, GDPR, the US CAN-SPAM Act, and CASL.
• Send content that is unlawful, defamatory, harassing, fraudulent, infringing, or designed to deceive recipients.
• Upload or transmit malicious code or attempt to disrupt the Service.
• Reverse-engineer, decompile, scrape, or copy any part of the Service except as permitted by applicable law.
• Use the Service to build, train, or improve a competing product.
• Upload personal data you do not have lawful basis to process.
• Attempt to circumvent send-rate limits or other technical safeguards.

We may suspend access immediately if we reasonably believe you are in breach of this section, particularly where deliverability across our customer base is at risk.

05 Customer Data — ownership and our role

You own all Customer Data. Nothing in these Terms transfers any ownership of Customer Data to us. You grant us a limited, non-exclusive, worldwide licence to host, process, and transmit Customer Data only as necessary to provide the Service.

Where Customer Data includes personal data, we act as a data processor and you act as the data controller under UK GDPR. Our processing is governed by the Privacy Policy and, where the Customer requires it, a Data Processing Agreement provided on request.

You are responsible for ensuring that you have a lawful basis to upload and process the personal data you submit to the Service, and for providing any required notices to the data subjects.

06 AI processing

The Service uses third-party AI models (currently Anthropic Claude) to generate personalised email content from Customer Data you submit. By using the AI features, you acknowledge:

• Relevant Customer Data will be transferred to our AI sub-processor solely to generate the requested output.
• Output is generated on demand and is not used to train shared or third-party models.
• AI output may be inaccurate. You remain responsible for reviewing AI-generated content before sending and for the substance of any communication sent through the Service.

07 Fees and billing

• Subscription fees are stated in your order form or on our pricing page and are exclusive of VAT.
• Fees are billed in advance, monthly or annually, by the payment method on file.
• You authorise us to charge that payment method on each renewal.
• Fees are non-refundable except where required by law. We do not refund partially used subscription periods.
• If you fail to pay an invoice when due, we may suspend access until payment is received.
• Annual subscriptions auto-renew unless you cancel at least 14 days before the renewal date.

08 Term and termination

• These Terms remain in effect while you have an active account.
• Either party may terminate for material breach by the other on 30 days' written notice if the breach is not cured within that period.
• We may suspend or terminate immediately for serious breach (for example, non-payment, abuse, or unlawful use).
• On termination you have 30 days to export your data using the tools we provide. After 30 days we will delete Customer Data, except where we are legally required to retain it (for example, billing records).

09 Intellectual property

The Service and all related software, designs, branding, trademarks, and documentation are owned by Hudson & Flowerdew Ltd or our licensors. You receive only the right to access and use the Service in accordance with these Terms; no other licence is granted.

If you give us feedback or suggestions about the Service, you grant us a perpetual, worldwide, royalty-free licence to use them without obligation. We won't identify you as the source unless we have your consent.

10 Confidentiality

Each party will keep the other party's confidential information confidential and use it only for the purposes of these Terms. Confidential information does not include information that is public, was already known, was independently developed, or that must be disclosed by law.

11 Warranties and disclaimers

We will provide the Service with reasonable skill and care. We will use commercially reasonable efforts to keep the Service available and to maintain its security.

Other than as expressly stated in these Terms, the Service is provided on an "as is" and "as available" basis. We do not warrant that the Service will be uninterrupted, error-free, or that every email will be delivered. To the maximum extent permitted by law, we exclude all other warranties, conditions, and representations, whether express or implied.

12 Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable to the other for any indirect, special, incidental, or consequential loss, including loss of profits, business, goodwill, or data.
• Our total aggregate liability arising out of or in connection with these Terms is limited to the fees you actually paid us in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes either party's liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be limited or excluded by law.

13 Indemnification

You will indemnify and hold us harmless from claims, damages, losses, and reasonable legal costs arising from your unlawful use of the Service or your breach of these Terms.

We will indemnify you from third-party claims that the Service, as provided and used in accordance with these Terms, infringes their intellectual property rights, provided you (a) tell us promptly, (b) let us control the defence and any settlement, and (c) reasonably co-operate with us.

14 Force majeure

Neither party is liable for any delay or failure to perform caused by events outside its reasonable control, including natural disasters, war, civil unrest, internet or telecommunications failures, third-party service outages (including Salesforce, Google, Microsoft, and Anthropic), or actions of governmental authorities.

15 Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with these Terms.

16 Changes to these Terms

We may update these Terms from time to time. The effective date at the top of this page reflects the most recent revision. For material changes affecting customers, we will notify you by email or in-product. Continued use after the effective date is deemed acceptance.

17 General

• Entire agreement: these Terms (together with the Privacy Policy and any order form) form the entire agreement between you and us.
• Severability: if any provision is unenforceable, the remainder of the Terms remain in effect.
• No waiver: a failure to enforce a right is not a waiver of that right.
• Assignment: you may not assign these Terms without our written consent. We may assign to an affiliate or in connection with a merger or acquisition.
• Notices: notices to us should be sent to our registered office (see §18); notices to you may be sent to your account email or shown in-product.
• No third-party rights: the Contracts (Rights of Third Parties) Act 1999 does not apply to these Terms.

18 Contact

Hudson & Flowerdew Ltd
Unit C, Regent House,
9 Crown Square, Poundbury,
Dorchester, England, DT1 3DY,
United Kingdom