Terms & Conditions

About Digital Fieldworks

Digital Fieldworks Ltd

Company number: 16864490

Registered in England and Wales

Registered office: Suite 8b, Kelvin House, Kelvin Way, Crawley, England RH10 9WE

Email: hello@digitalfieldworks.com

Digital Fieldworks provides:

• Growth & Business Development Services, including market entry, lead generation, appointment setting, business development, channel partner recruitment, strategic partnerships and related commercial services; and
• Software Solutions, including the authorised resale of Wondershare software products such as Wondershare PDFelement, associated licensing and customer support.

1. Application of These Terms

These Terms apply when a customer purchases, orders or engages Digital Fieldworks to provide services or software.

They may apply together with:

• a quotation;
• proposal;
• order form;
• purchase order accepted by us;
• statement of work;
• service agreement;
• licence quotation;
• invoice; or
• other written agreement between Digital Fieldworks and the customer.

Where we have entered into a separately signed agreement with a customer, the terms of that agreement will take priority to the extent that they conflict with these Terms.

For Wondershare software, the relevant Wondershare licence terms, product-specific terms and End User License Agreement also apply to the customer's use of the software.

2. Business Customers

Digital Fieldworks primarily supplies products and services to:

• businesses;
• companies;
• educational establishments;
• public-sector organisations;
• charities;
• professional organisations; and
• other institutional or commercial customers.

Unless we expressly agree otherwise in writing, our products and services are offered on a business-to-business ("B2B") basis.

If we expressly agree to supply a product or service to an individual acting as a consumer, nothing in these Terms is intended to restrict any statutory consumer rights that cannot lawfully be excluded.

3. Quotations

Unless otherwise stated, a quotation provided by Digital Fieldworks:

• is based on the information available at the time;
• may be subject to product availability;
• may be subject to vendor pricing or licensing changes;
• does not constitute acceptance of an order; and
• may be withdrawn or revised before an order is accepted.

Where a quotation specifies a validity period, the quotation will normally expire at the end of that period.

4. Orders and Contract Formation

An order becomes binding when Digital Fieldworks:

• confirms the order in writing;
• accepts an applicable purchase order;
• receives payment where payment is required in advance; or
• begins providing the agreed services,

whichever occurs first and is applicable to the transaction.

The customer's standard purchase-order terms or procurement terms will not automatically override these Terms unless Digital Fieldworks expressly agrees to them in writing.

5. Customer Information

The customer is responsible for ensuring that all information provided to Digital Fieldworks is accurate, complete and current.

This includes information relating to:

• billing;
• company details;
• end users;
• licence administrators;
• quantities;
• operating systems;
• devices;
• licence requirements;
• business requirements; and
• project specifications.

Digital Fieldworks will not be responsible for delays or errors caused by inaccurate or incomplete information provided by the customer.

6. Communications

The customer agrees that Digital Fieldworks may communicate with the customer by email, telephone, video meeting or other reasonable business communication methods in connection with enquiries, quotations, orders, services, licences, renewals, support and administration.

7. Growth Services

Digital Fieldworks may provide services including:

• market-entry support;
• go-to-market strategy;
• lead generation;
• prospect identification;
• appointment setting;
• business development;
• outbound business engagement;
• channel partner recruitment;
• reseller development;
• strategic partnership development;
• commercial representation;
• account development;
• market research;
• sales-support activity; and
• related consultancy or growth services.

The precise scope of work, geography, target market, deliverables, fees, commissions, success fees and engagement period will normally be specified in the relevant proposal, quotation, service agreement or statement of work.

8. Customer Responsibilities

The customer agrees to provide Digital Fieldworks with information and assistance reasonably required to perform the agreed services.

This may include:

• accurate product and service information;
• approved marketing material;
• pricing information;
• target-market information;
• suitable sales messaging;
• case studies;
• product demonstrations;
• sales or technical support where required;
• timely responses to qualified opportunities; and
• information necessary to progress prospective customers or partners.

The customer remains responsible for ensuring that statements, claims, product specifications, pricing and other information supplied to Digital Fieldworks are accurate and lawful.

9. Leads, Meetings and Commercial Results

Digital Fieldworks will use reasonable commercial efforts to provide the agreed services.

However, unless expressly guaranteed in a written agreement, Digital Fieldworks does not guarantee:

• a particular number of sales;
• a particular revenue level;
• conversion of a prospect;
• that a prospect will purchase;
• that a scheduled meeting will take place;
• that a reseller or channel partner will enter into an agreement;
• a particular return on investment; or
• any particular commercial result.

Decisions made by prospective customers, partners, distributors, resellers or other third parties are outside Digital Fieldworks' control.

A qualified opportunity, lead, introduction or meeting is not a guarantee of a completed transaction.

10. Third-Party Platforms and Data Sources

Digital Fieldworks may use legitimate business tools and sources in delivering growth services, including:

• professional networking platforms;
• publicly available business information;
• business directories;
• CRM systems;
• email and communication platforms;
• event or exhibition information;
• customer-provided data; and
• appropriate third-party business data providers.

Use of such tools may also be subject to the relevant third party's terms and availability.

Digital Fieldworks is not responsible for an interruption, restriction or change made by an independent third-party platform.

11. Customer Approval and Representation

Unless otherwise agreed in writing, Digital Fieldworks does not have authority to:

• enter into contracts on behalf of a customer;
• legally bind a customer;
• alter a customer's commercial terms;
• provide warranties on behalf of a customer; or
• make commitments outside the agreed scope.

Final pricing, contracting, acceptance of customers and fulfilment of the customer's underlying products or services remain the responsibility of the customer unless expressly agreed otherwise.

12. Commissions and Success Fees

Where Digital Fieldworks is entitled to commission, success fees, reseller-onboarding fees or another performance-related payment, the applicable:

• percentage;
• calculation method;
• qualifying transaction;
• payment period;
• duration; and
• attribution rules

will be set out in the relevant proposal or agreement.

Any commission or success fee properly earned before termination remains payable in accordance with the applicable agreement.

13. Data Protection in Growth Services

Each party must comply with applicable data protection and electronic marketing laws in connection with the services.

Depending on the nature of an engagement, Digital Fieldworks may act as:

• an independent data controller; or
• a processor acting on documented instructions from the customer.

Where required, the parties may enter into appropriate data-processing provisions or a separate Data Processing Agreement.

14. Authorised Reseller Status

Digital Fieldworks Ltd is an authorised reseller of Wondershare software products, including Wondershare PDFelement.

Digital Fieldworks acts as the customer's reseller and commercial point of contact for software licences purchased through Digital Fieldworks.

Wondershare remains the developer, owner and/or licensor of the Wondershare software.

A purchase from Digital Fieldworks gives the customer the right to use the applicable software licence. Ownership of the underlying software or intellectual property is not transferred to the customer.

15. Software Is Licensed, Not Sold

Wondershare software is licensed, not sold.

Use of Wondershare software is governed by the applicable:

• Wondershare End User License Agreement ("EULA");
• Wondershare General Terms of Use;
• applicable Wondershare Product Specific Terms; and
• other applicable Wondershare licence conditions.

By downloading, installing, activating or using Wondershare software, the end user agrees to the applicable Wondershare terms.

Customers should review the applicable Wondershare terms before installing or using the software.

If there is any conflict relating specifically to the customer's permitted use of Wondershare software, the applicable Wondershare licence terms will govern that use.

16. Software Licence Orders

Before placing an order, the customer should confirm that the selected licence is suitable for its requirements.

The customer's quotation or order confirmation may specify matters including:

• product;
• edition;
• licence type;
• subscription period;
• number of users or seats;
• operating system;
• platform;
• device entitlement;
• perpetual or subscription status;
• Software Assurance or upgrade entitlement;
• AI entitlement where applicable; and
• price.

The customer is responsible for reviewing this information before confirming the order.

17. Individual and Business Licences

Wondershare offers different licence types.

Individual licences are intended for eligible individual users in accordance with the applicable Wondershare licence terms.

Team/Business licences are designed for organisational use and may provide additional functionality including centralised user and licence administration.

Where software is being purchased for a business, company, educational organisation or other organisation, Digital Fieldworks may recommend the appropriate Team/Business licence.

Customers must not purchase or use an Individual licence in circumstances where the applicable Wondershare licensing rules require a Business, Team or other commercial licence.

18. Licence Assignment and Management

Where supported by the purchased Team/Business licence, an authorised team administrator may be able to:

• assign licences to users;
• remove users;
• reassign licences when employees leave or change roles; and
• centrally manage licence allocation.

Customers must ensure that the software is used only:

• by authorised users;
• on the permitted number of devices; and
• within the scope of the licence purchased.

A licence must not be shared, transferred, duplicated or used beyond its permitted entitlement except where allowed by the applicable Wondershare licence terms.

19. Perpetual Licences

Where a customer purchases a perpetual licence, the customer may continue using the purchased eligible version without paying an annual licence renewal fee, subject to the applicable Wondershare licence terms.

A perpetual licence does not necessarily provide an entitlement to:

• future major software versions;
• future upgrades;
• new paid functionality;
• future AI services;
• additional cloud services; or
• Software Assurance.

Unless the customer's quotation or order expressly includes Software Assurance, an upgrade plan or another upgrade entitlement, a perpetual licence should be understood as applying to the qualifying version associated with the licence purchased.

Future major versions may require the purchase of an upgrade or new licence.

20. Subscription Licences and Renewals

Subscription licences remain valid for the subscription period purchased.

For Wondershare licences purchased through Digital Fieldworks, renewal arrangements will follow the applicable Digital Fieldworks reseller ordering process.

The relevant quotation, order confirmation, renewal quotation or invoice will identify the applicable renewal arrangement.

Customers should not assume that a licence purchased through Digital Fieldworks automatically renews unless automatic renewal is expressly stated and agreed as part of the order.

Where renewal is not automatic, continued use after the subscription period may require the customer to place and pay for a renewal order.

Prices at renewal may differ from the original purchase price because of:

• vendor pricing changes;
• exchange-rate changes;
• licence changes;
• product changes;
• applicable taxes; or
• changes to the customer's required licence quantity or configuration.

Digital Fieldworks will seek to make relevant renewal terms clear when providing a subscription or renewal quotation.

21. Platform and Device Restrictions

Software licence rights may differ depending on:

• the product;
• SKU;
• operating system;
• device type;
• licence package; and
• number of users or devices.

A licence should not be assumed to provide Windows, macOS, mobile or other cross-platform entitlement unless this is expressly included in the applicable product or licence package.

Customers should confirm their required operating system and device environment before ordering.

Where there is uncertainty, Digital Fieldworks may confirm the applicable entitlement with Wondershare before the order is completed.

22. AI Features and AI Credits

Some Wondershare products may contain artificial-intelligence functionality.

Availability and entitlement to AI features may depend on:

• the specific product;
• SKU;
• subscription;
• licence package;
• AI add-on;
• geographical availability; or
• other applicable Wondershare conditions.

Some packages may include an initial or complimentary AI allowance.

Once any included AI entitlement has been consumed, additional AI credits, tokens, subscriptions or another AI entitlement may be required.

Unless expressly stated in a customer's quotation or order confirmation, Digital Fieldworks does not guarantee a fixed quantity of AI credits or AI functionality.

AI entitlements and functionality may change according to the applicable Wondershare product terms.

AI-generated results may contain inaccuracies and should be independently reviewed where appropriate.

23. Licence Delivery and Activation

Following acceptance of an order and receipt of any required payment, Digital Fieldworks will arrange for the applicable licence to be supplied or assigned through the relevant Wondershare licensing process.

Delivery may involve:

• licence details;
• account assignment;
• administrator access;
• activation information;
• electronic licence fulfilment; or
• another method used by Wondershare.

Licence delivery and activation times may depend on Wondershare systems and order-processing requirements.

Any estimated delivery time is not guaranteed unless expressly agreed in writing.

24. Technical Support

Digital Fieldworks can assist customers with:

• purchase questions;
• order enquiries;
• basic licence enquiries;
• licence assignment questions; and
• initial activation or support enquiries.

For technical, product, activation or licensing issues that cannot reasonably be resolved by Digital Fieldworks, we may collect relevant information and escalate the matter to Wondershare or the appropriate Wondershare Technical Support team.

Customers may be asked to provide:

• screenshots;
• error messages;
• videos;
• device information;
• software version information;
• account information; or
• other troubleshooting details.

The customer agrees to reasonably cooperate with troubleshooting where required.

25. Non-Working or Defective Licences

If a licence supplied through Digital Fieldworks cannot be activated or appears defective because of a licensing issue, the customer should contact Digital Fieldworks promptly.

We will investigate the issue and, where appropriate, work with Wondershare to identify a suitable solution.

Depending on the circumstances, this may include:

• correcting licence information;
• reissuing or adjusting a licence;
• providing activation assistance;
• escalating the matter to Wondershare Technical Support;
• replacement; or
• another remedy appropriate under the circumstances.

Refund eligibility, where applicable, is dealt with under Part D of these Terms.

26. Software Changes and Availability

Wondershare controls the development and operation of its software.

Wondershare may from time to time:

• update software;
• modify features;
• introduce new features;
• withdraw features;
• change system requirements;
• change AI functionality;
• update licence terms;
• change cloud or online functionality; or
• cease support for older versions.

Digital Fieldworks does not control such product-development decisions.

Where Digital Fieldworks becomes aware of a material product or licensing change affecting a proposed customer order, we will take reasonable steps to provide accurate information.

27. Wondershare Terms

Customers purchasing Wondershare software through Digital Fieldworks should review the current:

• Wondershare End User License Agreement (EULA)
• Wondershare General Terms / PDFelement Specific Terms
• Wondershare Refund Policy

The versions published by Wondershare from time to time will apply as relevant to the customer's use of Wondershare products.

28. Prices

Prices may be stated in:

• GBP;
• EUR;
• USD; or
• another agreed currency.

Unless expressly stated otherwise, prices are exclusive of VAT and other applicable taxes.

Where VAT or another tax is legally applicable, it will be added at the appropriate rate.

29. Payment

Payment must be made according to the terms stated on the applicable:

• quotation;
• proposal;
• order confirmation;
• contract; or
• invoice.

Where no different payment period is specified, payment is due within 14 calendar days of the invoice date.

For certain software orders, Digital Fieldworks may require payment in full before ordering, issuing or activating the licence.

Payment may be made using the payment methods offered by Digital Fieldworks for the applicable transaction.

The customer is responsible for bank charges, payment-provider charges or currency-conversion charges imposed by its own bank or payment provider.

30. Late Payment

If a business customer fails to pay an undisputed amount when due, Digital Fieldworks may:

• suspend services;
• withhold licence fulfilment;
• postpone further work;
• suspend additional orders; and
• take reasonable steps to recover the outstanding amount.

Where legally applicable, Digital Fieldworks reserves the right to claim statutory interest, compensation and reasonable recovery costs relating to late commercial payments.

31. Cancellation of Growth Services

Cancellation and termination arrangements for Growth Services will normally be stated in the applicable proposal, service agreement or statement of work.

Where an agreed minimum term applies, the customer remains responsible for payments required under that agreement.

Amounts already properly earned or incurred before termination remain payable, including where applicable:

• service fees;
• commissions;
• success fees;
• agreed third-party costs; and
• other accrued charges.

Termination does not remove obligations that arose before termination.

32. Software Order Cancellation

Customers should check software orders carefully before confirming them.

Because software licences may be electronically issued, registered, assigned or activated shortly after an order is processed, cancellation may not always be possible once fulfilment has begun.

If a customer wishes to cancel a software order, the customer should contact Digital Fieldworks as soon as possible.

Digital Fieldworks will review the order status and advise whether cancellation is possible.

Nothing in this section affects rights that cannot legally be excluded.

33. Wondershare Software Refund Requests

Customers who purchase Wondershare software through Digital Fieldworks must submit refund requests to Digital Fieldworks, as the original authorised reseller.

Wondershare does not ordinarily process reseller-purchase refunds directly.

Refund eligibility will be assessed by Digital Fieldworks taking into account:

• Wondershare's current official Refund Policy;
• the specific product or SKU purchased;
• the reason for the refund request;
• whether the licence has been delivered or activated;
• whether a technical issue can reasonably be resolved;
• whether consumable benefits such as AI credits have been used;
• the timing of the request;
• the terms of the applicable order; and
• any rights or requirements imposed by applicable law.

Submitting a refund request does not automatically mean that a refund will be granted.

34. Technical Issues Before Refund

Where a refund request concerns a technical, activation or product issue, Digital Fieldworks may first ask the customer to provide reasonable troubleshooting information such as:

• screenshots;
• error messages;
• videos;
• software version details; or
• device information.

Digital Fieldworks may attempt to resolve the issue directly or escalate the matter to Wondershare Technical Support.

If the issue cannot reasonably be resolved, Digital Fieldworks will assess the appropriate remedy in accordance with the applicable refund rules and law.

35. AI Credits and Other Consumable Entitlements

Where software includes consumable features such as:

• AI credits;
• tokens;
• usage allowances;
• points;
• quotas; or
• similar usage-based entitlements,

used or consumed entitlements may be non-refundable to the extent permitted by applicable terms and law.

Refund eligibility will be assessed according to the applicable product and Wondershare refund conditions.

36. Refund Method

Where Digital Fieldworks approves a refund, it will normally be processed using the original payment method where reasonably possible.

Processing times may vary depending on the payment method, bank or payment provider.

Where a refund requires licence deactivation, cancellation or confirmation by Wondershare, the refund may be processed after the relevant licence arrangements have been completed.

37. Digital Fieldworks Intellectual Property

Unless otherwise agreed in writing, Digital Fieldworks retains ownership of its pre-existing intellectual property, methodologies, processes, templates, materials, know-how, branding and proprietary business information.

A customer may use deliverables specifically created for it to the extent reasonably necessary for the purpose for which they were supplied, subject to the applicable agreement.

Nothing in these Terms transfers ownership of Digital Fieldworks' trademarks, branding, systems or proprietary methodology.

38. Customer Materials

The customer retains ownership of materials and intellectual property supplied by the customer.

The customer grants Digital Fieldworks a limited right to use those materials as reasonably necessary to perform the agreed services.

The customer confirms that it has the necessary rights and permissions to provide those materials to Digital Fieldworks.

39. Wondershare Intellectual Property

Wondershare, PDFelement and associated product names, software, logos, technology and intellectual property are owned by Wondershare and/or its licensors.

Digital Fieldworks' status as an authorised reseller does not transfer ownership of Wondershare intellectual property to Digital Fieldworks or to the customer.

Customers receive only the licence rights granted under the applicable Wondershare licence terms.

40. Confidentiality

Each party must take reasonable steps to protect confidential information received from the other party.

Confidential information may include:

• commercial information;
• pricing;
• customer information;
• prospect information;
• sales information;
• business strategies;
• technical information;
• non-public product information; and
• other information that would reasonably be regarded as confidential.

Confidentiality obligations do not apply to information that:

• is already lawfully public;
• was lawfully known to the receiving party without restriction;
• is lawfully received from another source;
• is independently developed without reference to the confidential information; or
• must be disclosed by law or lawful regulatory requirement.

41. Third-Party Products and Services

Digital Fieldworks may supply, recommend, facilitate or interact with products and services provided by independent third parties.

Digital Fieldworks is not responsible for acts or omissions of an independent third party except to the extent that liability arises from Digital Fieldworks' own breach of contract, negligence or other liability that cannot lawfully be excluded.

In relation to Wondershare software, Wondershare remains responsible for development and control of the underlying software and applicable software licence.

42. No Unauthorised Warranties

No employee, representative or agent of Digital Fieldworks may make a warranty or guarantee outside:

• these Terms;
• an accepted quotation;
• an applicable written agreement; or
• an express written commitment authorised by Digital Fieldworks.

Product descriptions and marketing information are intended to provide reasonable information but do not create a separate warranty unless expressly stated.

43. Limitation of Liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot legally be excluded or limited.

Subject to those exceptions and to the maximum extent permitted by law, Digital Fieldworks will not be liable for indirect or consequential loss arising from a business transaction, including loss of:

• anticipated profits;
• anticipated savings;
• business opportunity;
• goodwill; or
• reputation,

where such loss was not reasonably foreseeable or directly caused by Digital Fieldworks' breach.

For a claim relating to a specific software order, Digital Fieldworks' aggregate liability will, to the extent legally permitted, not exceed the amount paid to Digital Fieldworks for the affected software order.

For Growth Services, Digital Fieldworks' aggregate liability arising from the relevant engagement will, to the extent legally permitted, not exceed the fees paid to Digital Fieldworks under that engagement during the 12 months immediately preceding the event giving rise to the claim, or the total fees paid under the engagement where it has existed for less than 12 months.

The limitations in this section are intended to be reasonable between commercial parties and do not affect liabilities that cannot legally be limited.

44. Customer Decisions

The customer remains responsible for its own commercial decisions.

Digital Fieldworks is not responsible for:

• the customer's decision to enter into a contract with a prospect;
• creditworthiness of a prospect;
• a customer's commercial negotiations;
• decisions made using third-party software;
• data or documents processed by the customer;
• legal, accounting, tax or regulatory decisions; or
• decisions based solely on AI-generated content.

Professional legal, financial, accounting or regulatory advice should be obtained where appropriate.

45. Force Majeure

Neither party will be liable for a failure or delay caused by circumstances beyond its reasonable control.

These circumstances may include:

• internet or telecommunications failures;
• significant cloud-service outages;
• government action;
• natural disasters;
• war;
• civil disturbance;
• industrial action;
• widespread cyber incidents;
• vendor system outages; or
• other events outside the affected party's reasonable control.

This does not excuse the customer's obligation to pay amounts already due for products or services properly supplied.

46. Data Protection

Digital Fieldworks processes personal information in accordance with its Privacy Policy and applicable data protection law.

Software users may also be subject to the applicable Wondershare privacy notices when using Wondershare products and services.

47. Changes to These Terms

Digital Fieldworks may update these Terms from time to time to reflect changes in:

• law;
• regulation;
• our business;
• our products or services;
• software vendor requirements; or
• commercial practices.

Updated Terms will be published on our website with a revised "Last updated" date.

Changes will not retrospectively alter a separately signed contract unless permitted by that contract or agreed by the parties.

48. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in effect.

49. No Waiver

A failure or delay by Digital Fieldworks to exercise a contractual right does not waive that right.

50. Entire Agreement and Order of Precedence

These Terms form part of the agreement between Digital Fieldworks and the customer.

Where applicable, the following order of precedence will normally apply in the event of inconsistency:

• a separately negotiated and signed agreement;
• an accepted statement of work, proposal or order confirmation;
• these Terms & Conditions; and
• general website information.

For the customer's permitted use of Wondershare software, the applicable Wondershare licence and product-specific terms also apply.

51. Governing Law and Jurisdiction

These Terms and any contractual relationship between Digital Fieldworks and a business customer are governed by the laws of England and Wales, unless the parties expressly agree otherwise in writing.

The courts of England and Wales will have jurisdiction over disputes arising from these Terms or the relevant contractual relationship, subject to any different jurisdiction expressly agreed in a written contract.

52. Contact

Questions regarding these Terms & Conditions should be sent to:

Digital Fieldworks Ltd

Suite 8b, Kelvin House

Kelvin Way

Crawley

England RH10 9WE

Company number: 16864490

Email: hello@digitalfieldworks.com