Terms and Conditions

Last updated: 19th November 2025

These Terms set out the basis on which The Wagon Company provides access to its data processing platform (the "Service"). By creating an account, accessing or using the Service, you agree to these Terms.

1. Who we are

The Service is provided by The Wagon Company ("The Wagon Company", "we", "us", "our"), a company registered in England and Wales, with registered office at:

71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom

Contact: hi@thewagoncompany.com

2. How these Terms apply

• These Terms govern your access to and use of our SaaS data processing / ETL platform for ecommerce retailers (the “Platform”).
• These Terms are intended only for business customers (B2B). By using the Service, you confirm that you are acting for business purposes and not as a consumer.
• If you are entering into these Terms on behalf of a company or other entity, you represent that you are authorised to bind that entity. “Customer”, “you” and “your” refer to that entity.

If you do not agree to these Terms, you must not use the Service.

3. The Service

• The Service is a data processing / ETL platform that connects to your ecommerce stack (including, for example, ecommerce platforms, order management tools, payment gateways, advertising platforms, social media and marketing tools, customer support platforms, analytics tools and other ecommerce technology) to ingest, transform and make available your data.
• We may update or modify the Service from time to time (for example, to improve performance, add new features or address security issues). Where a change is material and detrimental, we will take reasonable steps to let you know.

Unless expressly stated in a separate written agreement, we do not guarantee any particular uptime, performance level or feature set, and the Service is provided on an "as is" and "as available" basis (see section 13).

4. Accounts and access

• To use the Service, users must create an account or be invited to join an account by an administrator.
• You are responsible for:
  • ensuring that all registration information is accurate and kept up to date;
  • maintaining the confidentiality of login details; and
  • all activities that occur under your accounts.
• You must promptly notify us at hi@thewagoncompany.com if you believe your account has been compromised.

We may assume that any action taken through your account is authorised by you.

5. Eligibility

• The Service is intended for users 18 years and over.
• You must not allow any person under 18 to use the Service.
• You must not use the Service if you are prohibited from doing so under any applicable law.

6. Acceptable use

You must not (and must ensure that your authorised users do not):

1. use the Service in any way that:
   • infringes any applicable law or regulation;
   • infringes the rights (including privacy and intellectual property rights) of any third party; or
   • is fraudulent, misleading, or otherwise harmful;
2. attempt to gain unauthorised access to the Service or related systems;
3. interfere with or disrupt the integrity or performance of the Service;
4. copy, modify, decompile, reverse-engineer, or attempt to derive the source code of the Service, except to the limited extent permitted by mandatory law;
5. use the Service to build a competing product or service; or
6. circumvent or attempt to circumvent any usage limits, security mechanisms or access restrictions.

We can update these acceptable use requirements from time to time by posting an updated version in the Service or on our website.

7. Plans, fees and payment

• We provide access to the Service on paid subscription plans (monthly or annual), as set out on our website or in an order form agreed with you (the “Fees”).
• Fees are payable in advance of each billing period and are non-refundable, except where required by law or expressly stated otherwise in these Terms or in an order form.
• We currently bill in GBP, USD and EUR. The applicable currency and pricing for your account will be displayed at the point of purchase.
• You authorise us and our payment processor (Stripe) to charge all Fees and applicable taxes to your chosen payment method on a recurring basis.

You are responsible for all taxes, duties and charges imposed in relation to your purchase and use of the Service (other than taxes based on our income).

8. Auto-renewal, cancellation and upgrades

• Subscriptions auto-renew at the end of each billing period for the same period (monthly or annual), unless cancelled in accordance with this section.
• You may cancel your subscription at any time via the account dashboard or by emailing hi@thewagoncompany.com.
• Cancellation will take effect at the end of your current billing period. You will remain responsible for any Fees due for that period and will continue to have access to the Service until your subscription ends.
• We may offer functionality to upgrade or change your plan. Any change in Fees will be communicated at the point of upgrade or change and will typically take effect from the next billing period (or immediately, if agreed).

9. Suspension and termination by us

We may suspend or terminate your access to the Service (in whole or in part):

• if you breach these Terms or any applicable law;
• if you fail to pay Fees when due;
• if we reasonably believe your use of the Service poses a security, legal or regulatory risk; or
• at any time, for any reason, on written notice (including email) where reasonably practicable.

Upon termination:

• your right to access and use the Service will end; and
• sections that by their nature should survive (including ownership, confidentiality, disclaimers, indemnities and limitations of liability) will continue to apply.

We may, but are not obliged to, provide you with a period to export your data from the Service following termination.

10. Intellectual property

• All intellectual property rights in and to the Service, Platform and underlying technology, including software, documentation, designs, logos and branding, are and will remain owned by The Wagon Company or its licensors.
• Subject to your compliance with these Terms and payment of applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence for the term of your subscription to access and use the Service for your internal business purposes.

You must not remove, obscure or alter any proprietary notices or branding on or in the Service.

11. Customer Data and data protection

11.1 Customer Data

"Customer Data" means all data, content and information (including personal data) that you or your authorised users submit to the Service or that we process on your behalf through the Service. This includes, for example, data from:

• ecommerce platforms and order management systems;
• payment and checkout systems;
• advertising platforms and ad networks;
• social media and social advertising tools;
• email marketing and CRM platforms;
• customer support and ticketing platforms;
• review, feedback and survey tools;
• logistics, fulfilment and shipping systems;
• and any other similar ecommerce technology providers or channels you choose to connect to the Service (this list is not exhaustive).

You retain all rights, title and interest in and to Customer Data. You grant us a non-exclusive, worldwide licence to host, store, transmit, display and otherwise process Customer Data solely as necessary to provide, maintain, secure and improve the Service and to comply with law.

You are responsible for ensuring that:

• you have all necessary rights, permissions and consents to submit Customer Data to the Service and to allow us to process it as set out in these Terms and our Privacy Policy; and
• Customer Data does not infringe the rights of any third party or applicable law.

11.2 Roles under data protection law

• For account, billing, support and marketing data relating to your users, we typically act as an independent controller under UK data protection law.
• For Customer Data relating to your own customers and end users, we generally act as your processor, processing that personal data on your documented instructions in connection with the Service.

Where we act as a processor, we will:

• process personal data only on your documented instructions (including as set out in these Terms and our Privacy Policy), except where required to do so by law;
• implement appropriate technical and organisational measures to protect personal data;
• ensure anyone processing personal data on our behalf is subject to confidentiality obligations;
• assist you, where reasonably possible, with responding to data subject requests and with data protection impact assessments;
• notify you without undue delay after becoming aware of a personal data breach affecting Customer Data;
• and upon termination of the Service, delete or return personal data processed as a processor, subject to any legal retention obligations.

More information about how we handle personal data is provided in our Privacy Policy, which forms part of these Terms.

12. Confidentiality

Each party (the "Receiving Party") may have access to confidential information of the other party (the "Disclosing Party") in connection with the Service.

The Receiving Party shall:

• keep the Disclosing Party’s confidential information confidential;
• use it only for the purposes of performing or receiving the Service;
• and not disclose it to any third party except to its employees, contractors or advisors who need to know it and are bound by similar confidentiality obligations, or as required by law.

This section does not apply to information that is or becomes publicly available (through no fault of the Receiving Party), was lawfully known to the Receiving Party before disclosure, or is independently developed.

13. Warranties and disclaimers

To the fullest extent permitted by law:

• the Service is provided on an “as is” and “as available” basis;
• we do not warrant that the Service will be uninterrupted, error-free, secure or free from harmful components;
• we disclaim all warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement and satisfactory quality.

You are responsible for determining whether the Service meets your requirements, including any legal or regulatory requirements that apply to your business.

14. Indemnity

You agree to indemnify and hold harmless The Wagon Company and our officers, employees and contractors from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• your use of the Service, except to the extent caused by our breach of these Terms;
• Customer Data, including any allegation that Customer Data infringes a third party’s rights or applicable law; or
• your breach of these Terms.

15. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (for example, liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence).

To the fullest extent permitted by law:

1. we exclude all liability for:
   • loss of profits, revenue or business;
   • loss of anticipated savings;
   • loss or corruption of data (subject to our obligations under data protection law);
   • loss of goodwill;
   • and any indirect, consequential or special loss or damage;
2. our total aggregate liability arising out of or in connection with the Service and these Terms (whether in contract, tort (including negligence), misrepresentation or otherwise) shall not exceed the total Fees paid by you to us for the Service in the 12 months immediately preceding the event giving rise to the claim.

You agree that this allocation of risk is a material basis of the bargain between us and is reflected in the Fees charged.

16. Third-party services

The Service may enable you to connect to or use third-party products or services (for example, ecommerce platforms, advertising networks, analytics tools, email providers or other integrations). We do not control and are not responsible or liable for third-party services, their terms, privacy practices or how they handle your data.

Your use of third-party services is governed solely by your agreements with those third parties.

Our website and Service may also contain links to third-party websites. We do not endorse and are not responsible for their content or practices.

17. Changes to these Terms

We may update these Terms from time to time, for example to reflect changes to the Service, law or our business. Where we make material changes, we will take reasonable steps to notify you (for example by email or in-Service notice) and will state the effective date at the top of the Terms.

If you continue to use the Service after the updated Terms take effect, you will be deemed to have accepted them. If you do not agree to the updated Terms, you must stop using the Service and cancel your subscription.

18. Governing law and jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

19. General

• Entire agreement – These Terms (and any order form or other written agreement we explicitly state forms part of them) constitute the entire agreement between you and us regarding the Service and supersede any prior agreements.
• Assignment – You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights or obligations (for example, in connection with a business sale or reorganisation).
• Severance – If any provision of these Terms is held to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
• No waiver – Failure to exercise a right or enforce a provision is not a waiver of that right or provision.
• Notices – We may provide notices to you by email to the address associated with your account or through the Service. You may send legal notices to hi@thewagoncompany.com.