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Terms & Conditions

VenueBot Master Terms, Version 1.0. Last updated 26 June 2026.

These Master Terms apply to the services Cart Assist Limited provides under VenueBot and GoEngage. They work together with your Order Form. Please read both in full before accepting. Together they form a binding contract.

Each numbered clause below opens with a short plain-English summary in italics. The summary is there to help you read the clause. If a summary and the clause it sits under ever appear to differ, the full clause text is what counts.

THIS AGREEMENT is made between:

(1) CART ASSIST LIMITED (trading as GOENGAGE and VENUEBOT), incorporated and registered in England and Wales with company number 09557701, whose registered office is at 4 Capricorn Centre, Cranes Farm Road, Basildon, Essex SS14 3JJ (the "Company"); and

(2) the entity named as the Client on the Order Form, on behalf of which this Agreement is accepted (the "Client").

These are the terms on which the Client agrees to receive the Services from the Company.

1. Interpretation

What the defined words mean.

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

"Agreement": the Order Form, these Master Terms, and all schedules and annexes attached to or referred to in them.

"Authorised Users": individuals authorised by the Client to use its Instance of the Services, whether through a named account or otherwise.

"Benchmarking Services": services that let the Client compare data about its own operations against equivalent data from similar organisations or sectors, so it can gauge its performance against others.

"Business Day": a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Client Data": the data inputted by the Client, Authorised Users, or the Company on the Client's behalf, for the purpose of using the Services, and any other data the Client provides to the Company through the Services. The parties agree this may include Personal Data.

"Confidential Information": information that is proprietary or confidential and is either clearly labelled as such or falls under clause 10.1.

"Data Protection Legislation": all applicable laws and regulations relating to the protection of Personal Data and privacy, including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003, as updated, amended or replaced from time to time.

"Direct Marketing Services": services that involve the Company sending marketing communications to individuals by email, SMS text message or telephone on the Client's instruction.

"Documentation": the guidance the Company makes available to the Client online through the platform or another web address notified to the Client from time to time.

"Effective Date": the date the Client accepts this Agreement.

"Instance": the individual version of the Service made available to the Client, which may be customised to meet the Client's needs or settings.

"Master Account": the account registered by the Client during setup of its Instance, which has administrator privileges over that Instance and any Authorised User accounts under it.

"Normal Business Hours": 9.00 am to 5.30 pm UK time on each Business Day.

"Personal Data", "Data Controller", "Data Processor", "processing" and "Special Category Data": have the meanings given in the Data Protection Legislation, and for this Agreement refer to Personal Data shared by the Client with the Company for the purpose of performing the Services.

"Services": the subscription services the Company provides to the Client under this Agreement, as described in the Order Form and the Documentation.

"Software": the software used by the Company to provide the Services.

"Subscription Fees": the setup fee and monthly fees set out in the Order Form.

"Subscription Term": the period from the Effective Date until the Agreement is terminated under clause 13.

"Virus": any code, file or device that may harm, impair or gain unauthorised access to software, hardware, networks, programmes or data, including worms, trojan horses and viruses.

1.2 Clause and schedule headings do not affect interpretation. A reference to a statute includes its subordinate legislation and any amendment in force at the date of this Agreement. Words in the singular include the plural and vice versa. A reference to writing includes email.

2. Subscriptions

You get the right to use the Services while you pay for them. You look after your logins and use the Services properly.

2.1 Subject to payment of the Subscription Fees and the terms of this Agreement, the Company grants the Client a non-exclusive, non-transferable right to allow Authorised Users to use the Services and the Documentation during the Subscription Term.

2.2 The Client undertakes that:

  • each User Subscription will be used by only one Authorised User, unless reassigned in full to another, in which case the previous user loses access;
  • each Authorised User will keep their login details secure and confidential;
  • it will keep an up to date list of Authorised Users and provide it within five Business Days of the Company's written request;
  • it accepts responsibility for everything its Authorised Users do as if it were its own act.

2.3 The Client shall not access, store, distribute or transmit any Virus, or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory, or that facilitates illegal activity or unlawful violence. The Company may, without liability, disable access to material that breaches this clause and suspend the Client's use of the Services.

2.4 Except as the law allows or this Agreement expressly permits, the Client shall not copy, modify, reverse engineer, resell, sub-license or otherwise commercially exploit the Software, Services or Documentation, or use them to build a competing product or to provide services to third parties.

2.5 The Client shall use reasonable endeavours to prevent unauthorised access to the Services and notify the Company promptly if any occurs.

3. Services

We provide the Services with reasonable skill and care. We can improve and change them over time.

3.1 The Company shall provide the Services to the Client on and subject to the terms of this Agreement.

3.2 The Company shall provide the Services with reasonable skill and care, and shall use commercially reasonable endeavours to make the Services available to the Client, subject to clause 12.5.

3.3 The Company may provide customer support as part of the Services at no extra cost. The Client may purchase enhanced support separately at the Company's then current rates.

3.4 The Company may improve, amend or update the Services and the way they work from time to time. It will take reasonable steps to avoid materially reducing the core functionality the Client relies on.

4. Client Data and Marketing

You own your data. You give us permission to use it to run the Services and, in anonymised form only, to improve them. You are responsible for having consent before we send marketing on your behalf.

4.1 The Client retains ownership of the Client Data. The Client grants the Company a non-exclusive, non-transferable, royalty-free licence to use the Client Data to the extent needed to provide and support the Services during the Subscription Term, and to create anonymised, aggregated data that does not identify the Client or any individual. The Company may use anonymised, aggregated data for its own business purposes, including improving the Services and producing sector insights and reports. The Client warrants that it has the necessary rights and consents to grant this licence.

4.2 Any processing of Personal Data by the Company on the Client's behalf is governed by the data processing schedule at Schedule 1, which forms part of this Agreement.

4.3 The Company shall not be responsible for any loss, alteration or disclosure of Client Data caused by a third party, except a third party it has sub-contracted to handle Client Data maintenance and back-up.

4.4 The Company may use sub-processors to process Personal Data on terms that are substantially the same as those in Schedule 1, as set out in that schedule.

4.5 Where the Services involve Direct Marketing Services, the Client is responsible for ensuring it is lawfully entitled to instruct the Company to send those communications. In particular, the Client shall ensure every individual on any list it provides has given valid consent to be contacted, shall notify the Company immediately if any individual withdraws consent, and shall only instruct the Company to send lawful communications. The Company will only send a communication to an individual the Client has identified and instructed it to contact.

4.6 Where the Services involve Benchmarking Services, the Client acknowledges that its Client Data may be used to compare its performance against similar organisations, and that anonymised datasets derived from Personal Data may be shared for that purpose. No Personal Data is shared with third parties through the Benchmarking Services. The Client may use the controls within the Services to limit the granularity of data made available for benchmarking.

5. Third Party Websites

If the Services connect to other companies' websites or tools, that is between you and them.

The Services may let the Client access or transact with third parties through third-party websites, and the Client does so at its own risk. The Company has no liability for the content of, or any transaction with, any third party or third-party website. The Company recommends the Client reviews the relevant third party's terms and privacy policy. The Company does not endorse any third-party website.

6. Company's Obligations

We do what we promise, with reasonable skill and care. We can't promise the Services will never be interrupted or error-free.

6.1 The Company undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2 This undertaking does not apply to non-conformity caused by use of the Services contrary to the Company's instructions, or by modification by anyone other than the Company or its authorised contractors. If the Services do not conform, the Company will, at its expense, use reasonable commercial endeavours to correct the non-conformity promptly or provide a workaround. This is the Client's sole remedy for breach of clause 6.1. The Company does not warrant that the Client's use of the Services will be uninterrupted or error-free, or that the Services will meet the Client's requirements, and is not responsible for loss resulting from the transfer of data over communications networks, including the internet.

6.3 This Agreement does not prevent the Company from entering into similar agreements with third parties, or from developing or selling similar products or services.

6.4 The Company warrants that it has and will maintain the licences, consents and permissions necessary to perform its obligations under this Agreement.

6.5 The Company shall take reasonable steps to ensure the reliability of employees who have access to Personal Data.

7. Artificial Intelligence

The Services use AI. AI can get things wrong. You are responsible for checking what it produces before you rely on it.

7.1 The Client acknowledges that the Services include features that generate responses, content and recommendations using artificial intelligence, and that such output can be inaccurate, incomplete or unsuitable for a particular purpose.

7.2 The Company does not warrant the accuracy, completeness or suitability of any AI-generated output. The Client is responsible for reviewing AI-generated output before relying on it or sending it to any third party, and for ensuring that its use of the Services and any output complies with applicable law.

7.3 The Company is not liable for any loss arising from the Client's reliance on AI-generated output that the Client could reasonably have identified as incorrect or unsuitable on review.

8. Charges and Payment

Pay the fees on time. Late payment lets us charge interest and suspend the Services. We can increase prices once a year with notice.

8.1 The Client shall pay the Subscription Fees in advance as set out in the Order Form.

8.2 If the Company does not receive payment by the due date, and without prejudice to its other rights, it may suspend the Client's access to the Services until payment is made, and interest shall accrue daily on overdue amounts at 8% per year above the Bank of England base rate from time to time, from the due date until payment. This is without prejudice to the Company's rights under the Late Payment of Commercial Debts (Interest) Act 1998.

8.3 All fees are payable in pounds sterling, are non-cancellable and non-refundable except as expressly stated in this Agreement, and are exclusive of VAT, which is added at the rate in force.

8.4 The Company may increase the monthly fee no more than once in any 12-month period, by giving the Client at least 30 days' written notice. Any single increase will not exceed the greater of 5% or the increase in the Consumer Prices Index over the preceding 12 months. If the Client does not accept an increase, it may terminate under clause 13 by giving notice before the increase takes effect. Charges for usage (SMS, email, phone, AI and data) reflect third-party costs and may change in line with those costs on notice.

8.5 Optional features and promotions. From time to time the Company may make new features, modules or enhancements available. These are optional. If the Client chooses to use one, any additional charge will be notified to the Client and will apply from the date the Client takes it up. The Client's existing fees are not affected unless the Client opts in. The Company may also offer promotions giving free or discounted access to a feature for a limited period. At the end of a promotional period the Company's standard charge for that feature applies, unless the Client tells the Company it does not wish to continue with it. A promotion does not create any ongoing entitlement to free or discounted access and does not change the fees set out in the Order Form.

9. Proprietary Rights

We own the Services and the platform. You own your data.

9.1 The Client acknowledges that the Company and its licensors own all intellectual property rights in the Services and the Documentation. This Agreement grants the Client no rights in them except the right to use them as set out here.

9.2 The Company confirms it has the rights necessary to grant the rights it grants under this Agreement.

10. Confidentiality

Both sides keep the other's confidential information private.

10.1 Confidential Information does not include information that is publicly known other than through the receiving party's breach, was lawfully held before disclosure, is lawfully received from a third party without restriction, is independently developed, or is required to be disclosed by law or a competent authority.

10.2 Each party shall keep the other's Confidential Information confidential, and not use or disclose it except to perform this Agreement or as required by law.

10.3 Each party shall take reasonable steps to ensure its employees and agents do the same.

10.4 The Client Data is the Confidential Information of the Client. Details of the Services, and the results of any performance tests, are the Confidential Information of the Company.

10.5 This clause survives termination.

10.6 Neither party shall make any public announcement about this Agreement without the other's prior written consent (not to be unreasonably withheld), except as required by law.

11. Indemnity

You cover us if you misuse the Services. We cover you if the Services infringe someone's IP.

11.1 The Client shall indemnify the Company against claims, losses and reasonable costs arising from the Client's use of the Services or Documentation in breach of this Agreement.

11.2 The Company shall defend the Client against any claim that the Services or Documentation infringe a third party's intellectual property rights, and indemnify the Client for amounts awarded in judgment or settlement, provided the Client promptly notifies the Company, makes no admission or settlement, gives the Company sole conduct of the defence, and provides reasonable co-operation at the Company's expense.

11.3 If the Services are found to infringe, the Company may obtain the right for the Client to continue using them, modify them so they no longer infringe, or terminate this Agreement on two Business Days' notice.

11.4 The Company has no liability for infringement based on modification of the Services by anyone other than the Company, use contrary to the Company's instructions, or continued use after notice of the alleged infringement.

12. Limitation of Liability

There are limits on what each side can claim. Our total liability is capped at the fees you paid us in the 12 months before the claim. Some liability can't be limited by law, and we don't try to.

12.1 This clause sets out the entire financial liability of the Company (including for its employees, agents and sub-contractors) arising under or in connection with this Agreement.

12.2 Except as expressly provided in this Agreement, the Client assumes sole responsibility for results obtained from its use of the Services and conclusions drawn from that use; all warranties and terms implied by statute or common law are excluded to the fullest extent permitted by law; and the Services and Documentation are provided on an "as is" basis.

12.3 Nothing in this Agreement excludes or limits the liability of either party for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or any liability that cannot be excluded by law.

12.4 Subject to clauses 12.2 and 12.3:

  • the Company shall not be liable for loss of profits, loss of business, depletion of goodwill, loss or corruption of data, pure economic loss, failure to make anticipated savings, wasted management time, or any indirect or consequential loss; and
  • the Company's total aggregate liability arising in connection with this Agreement shall be limited to the total Subscription Fees paid by the Client in the 12 months immediately before the event giving rise to the claim.

12.5 The Company is not liable for interruptions to the Services arising from interruptions to the internet, changes or repairs to the Software (which the Company will try to minimise), the failure of third-party services, force majeure, acts or omissions of the Client or third parties, problems with the Client's or a third party's equipment, or interruptions the Client requests.

13. Term and Termination

The agreement runs monthly. Either side can end it on 30 days' notice. We can end it sooner for serious breach or insolvency.

13.1 This Agreement starts on the Effective Date and continues on a rolling monthly basis until terminated. Either party may terminate for convenience by giving the other at least 30 days' written notice.

13.2 Either party may terminate immediately by written notice if the other commits a material breach that is irremediable, or that is remediable but is not remedied within 30 days of written notice, or if the other becomes insolvent, is unable to pay its debts, enters into an arrangement with creditors, has an administrator or receiver appointed, is wound up, ceases to carry on business, or undergoes a change of control.

13.3 The Company may terminate immediately if the Client breaches the data processing schedule at Schedule 1.

13.4 On termination for any reason: all licences end; each party returns or stops using the other's property and Documentation; and the Company may delete Client Data in its possession unless, within ten days of termination, the Client requests a back-up in writing. The Company will use reasonable commercial endeavours to deliver any back-up within 30 days of that request, provided all outstanding fees are paid. Accrued rights and liabilities are not affected.

14. Force Majeure

Neither side is liable for events outside its reasonable control.

The Company has no liability if it is prevented or delayed in performing its obligations by events beyond its reasonable control, including strikes, failure of utilities or telecommunications, act of God, war, civil commotion, malicious damage, compliance with law, fire, flood, storm, or default of suppliers or sub-contractors, provided it notifies the Client of the event and its expected duration.

15. General

The housekeeping clauses.

15.1 Order of precedence and entire agreement. The Order Form and these Master Terms together constitute the whole agreement between the parties and supersede all prior arrangements relating to their subject matter. If there is any conflict, the Order Form prevails on commercial matters (price, term and scope of what is supplied) and these Master Terms prevail on all other matters. The schedules prevail over the main body of the Master Terms only on the matters they expressly govern.

15.2 No reliance. Each party agrees it does not rely on any statement or representation not expressly set out in this Agreement.

15.3 Variation. No variation is effective unless agreed in writing by both parties, except changes the Company is expressly permitted to make under this Agreement.

15.4 Changes to these terms. The Company may update these Master Terms from time to time by giving the Client at least 30 days' written notice and publishing the updated version, with a new version number and effective date, at venuebot.io/tos. The updated version applies to the Client from the effective date stated in the notice. If a change materially disadvantages the Client, the Client may terminate the Agreement under clause 13 by giving written notice before that change takes effect, in which case the Client's existing terms continue to apply until termination. New clients are bound by the version current at the time they accept the Agreement. This clause does not limit the Company's right to change charges under clause 8.4 or the Services under clause 3.4.

15.5 Waiver. A failure or delay in exercising a right is not a waiver of it.

15.6 Severance. If any provision is found to be invalid or unenforceable, the rest remains in force, and the provision is modified to the minimum extent necessary to make it valid.

15.7 Assignment. The Client may not assign or sub-contract its rights or obligations without the Company's prior written consent. The Company may assign or sub-contract its rights or obligations.

15.8 No partnership or agency. Nothing in this Agreement creates a partnership or agency between the parties.

15.9 Third party rights. No one other than the parties has any rights under this Agreement under the Contracts (Rights of Third Parties) Act 1999.

15.10 Notices. Notices must be in writing and may be sent by hand, by pre-paid first-class post, or by email to the address each party notifies for the purpose. Notices to the Company should be sent to its registered office and, by email, to the address shown on venuebot.io. A posted notice is deemed received when it would arrive in the normal course of post; an emailed notice is deemed received when sent, unless the sender receives a delivery failure, provided that notice to terminate or alleging breach must also be confirmed by post.

15.11 Governing law and jurisdiction. This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), is governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1: Data Processing

This schedule sets out how we handle personal data on your behalf, as required by UK data protection law. You are the controller. We are the processor.

  1. Roles. For Personal Data the Client provides to the Company for the purpose of the Services, the Client is the Data Controller and the Company is the Data Processor.

  2. Scope. The subject matter is the provision of the Services. The duration is the Subscription Term and any back-up retention period in clause 13.4. The nature and purpose of processing is the operation, support and improvement of the Services, including lead engagement, messaging, booking and CRM functions. The types of Personal Data include the contact details and enquiry information of the Client's prospects and customers. The categories of data subject include the Client's prospects, enquirers and customers.

  3. The Company's obligations. The Company shall:

    • process Personal Data only on the Client's documented instructions, including this Agreement, unless required to do otherwise by law (in which case it will tell the Client unless the law prevents it);
    • ensure that people authorised to process the Personal Data are under a duty of confidence;
    • take appropriate technical and organisational measures to keep the Personal Data secure, appropriate to the risk;
    • not engage a sub-processor without the Client's general written authorisation, and impose on each sub-processor data protection terms substantially the same as those in this schedule. The Client gives general authorisation for the Company to appoint sub-processors, and the Company will inform the Client of any intended change and give the Client the chance to object;
    • assist the Client, taking account of the nature of the processing, in responding to data subject requests and in meeting its obligations on security, breach notification, data protection impact assessments and consultation with the regulator;
    • notify the Client without undue delay on becoming aware of a personal data breach;
    • at the Client's choice, delete or return all Personal Data at the end of the provision of the Services, and delete existing copies unless required by law to keep them;
    • make available to the Client information needed to demonstrate compliance with this schedule, and allow for and contribute to audits, including inspections, conducted by the Client or its auditor on reasonable notice.

  4. The Client's obligations. The Client warrants that it has a lawful basis and all necessary consents to provide the Personal Data to the Company and to instruct the processing set out in this Agreement, and that its instructions will not put the Company in breach of Data Protection Legislation.

  5. International transfers. The Company shall not transfer Personal Data outside the UK without ensuring an adequate transfer mechanism is in place as required by Data Protection Legislation.

Cart Assist Limited, trading as GoEngage and VenueBot. Registered office: 4 Capricorn Centre, Cranes Farm Road, Basildon, Essex SS14 3JJ. Company number 09557701.