TERMS AND CONDITIONS
FOR THE SUPPLY OF SOFTWARE AS A SERVICE
Effective date - 14th August 2020
We offer a service (“the Service”) which allows you and individuals authorised by you to participate in an interactive meeting or event (“Session”) created by you using our apps and software. We offer a range of different subscription accounts for delivery of the Service, with different pricing arrangements and benefits, all of which, including the current price lists, are set out at our website at https://www.vevox.com (the “Site”).
“We” “us” or “our” when used in these terms refers to AUGA TECHNOLOGIES LIMITED (company number 05885409) whose registered office is at Ashcombe Court, Woolsack Way, Godalming, England, GU7 1LQ and “you” or “your” refers to anyone who enters into a subscription for the Service whether by placing an order via the Site or agreeing in writing with us to acquire the Service. All orders for the Service whether placed through the Site or agreed in writing with us will incorporate these terms.
The terms on which you can subscribe to the Service are set out below. Please note that these terms apply only to businesses. If you are not representing a business, you are not entitled to subscribe for the Service. Anyone who does agree to these terms will be treated as doing so in the course of a business.
These terms are changed and updated from time to time and you are advised to check them periodically. The date at the top of these terms is the date of the current version. The version applying to any order placed by you either through the Site or agreed in writing is the version current at the date you placed the order.
- Type of Account
1.1 You will be asked to specify which type of account you are subscribing for at the time when you sign up for that account, either by placing an order through the Site or by entering into a written agreement with us, and your account will be subject to the limits, benefits and specific terms applicable to that type of account, which are outlined below as well as being set out in more detail at the Site.
1.2 If you choose a free account, there will be no charges for this account, but you will be subject to the following restrictions:
- 1.2.1 The functionality available to you on a free account is restricted.
- 1.2.2 You may only operate one free account at any one time and may not operate a free account and a free educational account simultaneously.
1.3 If you choose a free educational account, there will be no charges for this type of account but you will be subject to the following restrictions:
- 1.3.1 Free educational accounts are only available where we determine in our sole discretion that you are a genuine educational institution.
- 1.3.2 The functionality available to you on a free educational account is restricted. Furthermore, you can only invite a maximum of one hundred (100) participants to any Session organised by you through that account.
1.4 Creating multiple free accounts or misrepresenting yourself as an educational institution to obtain a free education account is a very serious breach of these terms, entitling us to terminate our agreement with you for the use of the Service and also to charge you for the fees which you should have paid for the additional account(s) which you obtained, backdated to the date you obtained those accounts.
1.5 You will have the option to upgrade from a free account or a free education account to a paid account at any time by notifying us in writing and paying the fees for the type of paid account which you wish to upgrade to. In addition, from time to time we may, by notice on our website, direct email or automatic upgrade, notified later, in our sole discretion offer to our clients who have free educational accounts a fixed term temporary upgrade to a full access account, such upgrade to run for the period of the offer only (“Offer Period”) which will normally extend for no more than three months. The terms of such temporary upgrade will be as follows:
- 1.5.1 It will be open to all existing customers holding a free educational account and to all new subscribers during the period in which the offer is open who would, in accordance with clause 1.3.1 above, be entitled to a free educational account.
- 1.5.2 Any subscriber taking advantage of the upgrade part way through the Offer Period will be entitled to the benefit of the upgrade for the balance of the Offer Period only, and in no circumstances will the free upgrade be extended.
- 1.5.3 In no circumstances will compensation be offered to any person who is eligible to take advantage of the offer of a free upgrade but who fails to accept the offer or, having accepted the offer, fails to make use of the additional functionality supported by the full access account.
1.6 Types of paid account which are currently on offer are:
- 1.6.1 a full access account
- 1.6.2 a pay as you go account
- 1.6.3 an enterprise account
1.6.4 an institutional account.
1.7 With the full access account, you will have access to the full functionality of Vevox and can manage up to 1500 participants in Sessions and an unlimited number of projects.
1.8 With the pay as you go account, you will have access to the full functionality of Vevox and can manage up to 1500 participants in Sessions and an unlimited number of projects, but this will only apply for a limited period, typically seven days, following which you will have to either top up your account by buying additional time or upgrade it to one of the other types of paid account.
1.9 With an enterprise account, you will have access to the full functionality of Vevox and can manage and invite multiple users who in turn can manage up to 1500 participants in Sessions and an unlimited number of projects.
1.10 With an institutional account, you will have access to the full functionality of Vevox and can manage and invite multiple users who in turn can manage up to 1500 participants in Sessions and an unlimited number of projects.
1.11 Details of the different functionality attributable to each type of account can be found at [www.vevox.com/pricing]. This online documentation sets out a description of the Service and the user instructions for the Service. You are not entitled to assume that the Service contains any functionality other than as specifically stated by us here in these terms or in the online documentation available at the Site.
1.12 It is your sole responsibility to select the appropriate type of account for your business, and we are not responsible if the Service in general or any particular account type selected by you is not suitable for your business requirements.
2. User subscriptions
2.1 Subject to your paying any fees due, and subject to you complying with these terms, we authorise you to obtain the benefit of the Service in accordance with the account type chosen by you for the Term (as defined below) and to authorise individual users to participate in Sessions, up to the number of participants and the number of projects applicable to your chosen account type.
2.2 The rights granted by these terms are personal to you, and you do not have the right to sub-licence them to another business, or access the Service on behalf of any other business, or transfer the rights granted to another business, even to another company within your group, except as authorised by us when you are acting as a Vevox Partner. Where you offer subscriptions to third party customers of yours, you must make sure that the customers agree to these subscription terms and not add to or purport to vary these terms. This clause sets out the basis on which you can authorise individual users to access the Service during Sessions set out by you.
2.3 On signing up for an account, we will supply you with a dashboard application accessible via a URL link (the “Vevox Dashboard”) which will allow you to access the Service, create Sessions and authorise individual participants to take part in Sessions. You agree that
- 2.3.1 You will only authorise specific individuals to have access to the Vevox Dashboard who require such access for the purposes of your business, and will ensure that such individuals are required to comply with our requirements with regard to security in exercising such access, including with respect to maintaining any password and logon information securely, not sharing password or logon information with any third party and changing passwords with the frequency recommended by Vevox;
- 2.3.2 You will procure that your authorised participants access Sessions only via our app, which we make available for download for Android and Apple IOS, Microsoft Teams, via the Site (the “Vevox App”), via a weblink on the Site or by using Microsoft Teams in a web browser and that they comply with the app terms and conditions set out here: [vevox.com/term-conditions#App T&Cs ] (“Authorised Use Policy”) as a condition of accessing the Service.
2.4 The Authorised Use Policy applicable to you and to all persons authorised by you to access the Service via your account requires you not to access, store or use any material via the Vevox App or your use of the Services which:
- (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- (b) facilitates illegal activity;
- (c) depicts sexually explicit images;
- (d) promotes unlawful violence;
- (e) is in breach of law including within limitation laws on harassment, stalking or protection of personal data;
- (f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- (g) is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to any other rights we have arising out of the above, to disable your access to any material that breaches the provisions of this clause.
2.5 Except as expressly permitted by these terms, or as allowed by any law which cannot be excluded by agreement between you and us, you shall not:
- 2.5.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of our software, our documentation or any other material in which we own intellectual property rights in any form or media or by any means; or
- 2.5.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-readable form all or any part of our software; or
- 2.5.3 access all or any part of the Service (including any relevant documentation) in order to build a product or service which competes with our Service; or
- 2.5.4 resell the Service otherwise than as part of value-added service provision by you to your end-user customers; or
- 2.5.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or any documentation available to any third party except your authorised users or as authorised by us if you become a Vevox Partner or reseller, or
- 2.5.6 attempt to obtain, or assist third parties in obtaining, access to the Service and/or our documentation, other than as provided under this clause 2; and
- 2.5.7 you shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or our documentation and, if any such unauthorised access or use occurs, or if you become aware of any security breach involving the Vevox Dashboard or Vevox App, you will promptly inform us.
2.6 The rights provided under this clause 2 are granted only to you, and not to any holding or subsidiary company of yours.
- Service Availability
3.1 During the Subscription Term applicable to your specific account, we agree to provide the Service to you as set out below.
3.2 We shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for scheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance. “Normal Business Hours” are 8.00 am to 6.00 pm local UK time, each Business Day and a “Business Day” is a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
3.3 We will, as part of the Service, provide you with our standard support services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the Service is provided. We may amend the Support Services Policy in our sole and absolute discretion from time to time. Support is also available during Business Hours by emailing [email@example.com]
- Client Data
4.1 We offer the Service on the basis that Client Data (as defined below) is input by you or by persons authorised by you for the purposes of Sessions, and you have full control over the upload, deletion, sharing and other processing of that data. As a result of the nature of the Service, our participation in processing Client Data is limited to our hosting Sessions initiated by you using our software and apps, any instructions input by persons authorised by you into our software and apps, and, where you have purchased such additional services, the archiving and backup of Client Data. We confirm that we will not process Client Data otherwise than as set out in these terms or as required by law. If we are required to carry out processing of Client Data as a matter of law, we will (except where legally forbidden to do so) inform you of that in advance of such processing. In the event that you require assistance in complying with your own obligations under Data Protection Law (as defined below), particularly in relation to Articles 28 and 32-36 of the GDPR, we will supply our reasonable assistance in doing so.
4.2 You shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
4.3 We shall follow our archiving procedures for Client Data where archiving or backups are offered as part of the Service. In the event of any loss or damage to Client Data where we are offering archiving or backups, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest backup of such Client Data maintained by us in accordance with the archiving procedure described in the relevant documentation. We shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by us to perform services related to Client Data maintenance and back-up).
4.5 If we process any personal data on your behalf when performing our obligations under this agreement, both you and us agree that we intend that you shall be the data controller and we shall be a data processor of such personal data. This has the following consequences:
- 4.5.1 We will obtain an appropriate commitment of confidentiality from anyone authorised to process Client Data;
- 4.5.2 You acknowledge and agree that you are responsible for determining where the personal data is uploaded and for complying with local and any relevant international data protection laws in respect of using the Service in that location;
- 4.5.3 You shall make sure you are entitled to transfer any relevant personal data to us, in a way which allows us to lawfully use, process and transfer the personal data on your behalf in accordance with these terms;
- 4.5.4 You shall ensure that any third parties whose personal data it is have been informed of, and have given their consent to, such use, processing, and transfer of their personal data as required by all applicable data protection legislation;
- 4.5.5 We will process the personal data only in accordance with these terms and any lawful instructions reasonably given by you from time to time; and
- 4.5.6. Both you and we shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
- 4.5.7 Subject to Clause 13.3.2 below, on termination of this agreement for any reason, we will destroy or otherwise dispose of all of the Client Data in our possession within 10 working days.
- Third party providers
5.1 You agree that we shall provide the Service using third party hosting service providers and that the Client Data will be hosted using such third-party hosting service providers' facilities. We will contract with such third-party hosting service providers on terms which afford you equivalent protection to clause 4 above and this clause 5, but (to the fullest extent permitted by applicable law) we exclude any liability for any breach or failure on the part of any third party provider to comply with those terms.
5.2 We will notify you of any intended changes concerning the addition or replacement of sub-processors, thereby giving you the opportunity to object to such changes.
- Your obligations:
6.1 You agree to provide us with:
- 6.1.1 all necessary co-operation in relation to this agreement; and all necessary access to such information as may be required by us;
- 6.1.2 in order to provide the Service, including but not limited to Client Data, security access information and configuration services;
6.2 You agree to:
- 6.2.1 comply with all applicable laws and regulations with respect to your activities under this agreement;
- 6.2.2 carry out all your responsibilities as set out in this agreement in a timely and efficient manner. If you delay in the provision of such agreed assistance, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
- 6.2.3 ensure that the maximum number of Participants in relation to each Session shall not exceed the relevant maximum number permitted by your subscription or notified by us to you via the Vevox Dashboard;
- 6.2.4 ensure that the Authorised User uses the Service and the Documentation in accordance with these terms, and be responsible for the Authorised User’s breach of this agreement;
- 6.2.5 obtain and maintain all necessary licences, consents, and permissions necessary for us and anyone acting on our behalf to perform their obligations under this agreement, including without limitation the Service;
- 6.2.6 ensure that its network and systems comply with the relevant specifications provided by us from time to time; and
- 6.2.7 be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and agree that we are not liable for any or all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
- Your Account
7.1 Upon acceptance of your order, you will be invited to register for a Vevox user account which will enable you and your Authorised Users to access the Service through the Vevox Dashboard and manage your account. You will treat this service access and account information as confidential and shall not disclose it to any third party.
7.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion, you or anyone for whom you are legally responsible has failed to comply with any of these terms or if we reasonably suspect that a fraud is being perpetrated against us or any third party.
- Our Obligations
8.1 We undertake that the Service will be performed substantially in accordance with the documentation published online and with reasonable skill and care.
8.2 The undertaking at clause 8.1 shall not apply if you use the Service contrary to our instructions, or modification or alteration of the Service by anyone other than us or our supplier or supplier’s duly authorised contractors or agents. If the Service does not conform to the provisions of clause 8.1, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.
8.3 Notwithstanding the above, we:
- 8.3.1 Do not warrant that your use of the Service will be uninterrupted or error free; or that the Service, relevant documentation and/or the information obtained by you through the Services will meet your requirements; and
- 8.3.2 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.4 This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
8.5 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this agreement.
- Charges for Services
9.1 We will charge you for any paid-for subscriptions in accordance with the service fee schedule which applied at the time you placed any order (the “Subscription Fees”). There shall be no charges for the free account or the free education account.
9.2 You shall at the time of placing your order (in the case of a paid account) or at the time of any upgrade to a paid account, either
- 9.2.1 provide to us valid, up-to-date and complete credit or debit card details; or
- 9.2.2 provide approved purchase order information acceptable to us, including relevant valid, up-to-date and complete contact and billing details; and
- 9.2.3 f you provide credit card or debit card details to us, you are taken to authorise us to bill such credit or debit card for the Subscription Fees as set out in clause 9.3 below
9.3 Where paying by credit or debit card, the Subscription Fees will be due on the date we accept your order (the Effective Date) or on the agreed payment dates if the Subscription Fees are to be payable in instalments) for the initial period of 12 months starting with the Effective Date, and on each anniversary of the Effective Date (or the agreed payment dates if the Subscription Fees are to be payable in instalments) the Subscription Fees payable in respect of the next period of 12 months or other agreed period and we will be entitled to charge these sums to the applicable credit or debit card;
9.4 Where you have provided us with agreed purchase order information under clause 9.2.2 above, we shall invoice you for the Subscription Fees on the Effective Date (or the agreed payment dates if the Subscription Fees are to be payable in instalments) for the Subscription Fees payable in respect of that initial period of 12 months starting with the Effective Date; and shall invoice you at least 30 days prior to each anniversary of the Effective Date (or the agreed payment dates if the Subscription Fees are to be payable in instalments) for the Subscription Fees payable in respect of the next period; and you shall pay each invoice within 30 days after the date of such invoice.
9.5 If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies we may have:
- 9.5.1 We may, without liability to you, disable your password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- 9.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of our bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.6 All amounts and fees stated or referred to in these terms
- 9.6.1 Are non-cancellable and non-refundable; and
- 9.62 are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
9.7 We shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 30 days’ prior notice to you.
10. Intellectual Property Rights
10.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Service and the software and documentation needed to deliver the Service.
10.2 Except as expressly stated here, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or the software and documentation used to deliver the Service;
10.3 We confirm that we have all the rights in relation to the Service and the documentation and software used to deliver that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11.1 Each party may be given access to Confidential Information (as defined in this clause) from the other party in order to perform its obligations under this agreement. “Confidential Information” shall include all information relating to a party’s confidential information of either party including all trade secrets or other information marked as confidential or which is by its nature confidential including software, designs, drawings, specifications and financial and marketing information. A party’s Confidential Information shall not be deemed to include information that:
- 11.1.1 is independently developed by the receiving party, which independent development can be shown by written evidence.
- 11.1.2 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- 11.1.3 was in the other party’s lawful possession before the disclosure;
- 11.1.4 is or becomes publicly known other than through anything the person receiving it does or fails to do;
11.2 Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the use or management of the Service.
11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these terms.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.6 You acknowledge that details of the Service, and the results of any performance tests of the Service, constitute our Confidential Information.
11.7 We acknowledge that the Client Data is your Confidential Information.
11.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.9 The above provisions of this clause 11 shall survive termination of this agreement, however arising.
12.1 You agree to indemnify us in full against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Service provided that:
- 12.1.1 We tell you promptly if we become aware of any such claim or the likelihood of such a claim;
- 12.1.2 We provide you with our reasonable co-operation in the defence and settlement of such claim, at your expense; and
- 12.1.3 You are given sole authority to defend or settle the claim.
12.2 We shall defend you and your officers, directors and employees against any claim that the Service infringes any United Kingdom patent effective as of the Effective Date, or any copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such infringement claims, provided that:
- 12.2.1 We are given prompt notice of any such claim;
- 12.2.2 You provide us with reasonable co-operation in the defence and settlement of such claim, at our expense; and
- 12.2.3 We are given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, we may procure the right for you to continue using the Service, replace or modify the Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice without any additional liability or obligation to pay liquidated damages or other additional costs to you.
12.4 In no event shall we or our employees, agents and sub-contractors be liable to you if and to the extent that the alleged infringement is based on:
- 12.4.1 a modification of the Service by anyone other than us; or
- 12.4.2 your use of the Service is in breach of our instructions, including in breach of the Authorised Use Policy; or
- 12.4.3 your continued use of the Service after notice of the alleged or actual infringement from us or any appropriate authority.
12.5 The above state your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of
13.1 Each subscription you order on these terms will commence on the Effective Date and shall continue for an initial period of 12 months (“Initial Term”) and afterwards shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless otherwise terminated in accordance with the provisions of these terms; and the Initial Term together with any subsequent Renewal Periods shall constitute the "Subscription Term".
13.2 Either party may terminate this agreement
- 13.2.1 by no less than 90 days notice, expiring on the last day of the Initial Term or of any Renewal Period.
- 13.2.2 If the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
- 13.2.3 If the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
- 13.2.4 If the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
- 13.2.5 For a range of reasons related to the solvency of the other party, including:
- (a) If the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- (b) If the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
- (c) If a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent reconstruction of that other party;
- (d) If a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- (e) If any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause 13.2.5;
13.3 On termination of this agreement for any reason:
- 13.3.1 You shall have no further right to use the Service and shall immediately cease all use of the Services and/or the Documentation;
- 13.3.2 We may destroy or otherwise dispose of any of the Client Data in our possession unless no later than ten working days after the effective date of the termination of this agreement, we receive a written request for the delivery to you of the then most recent back-up of the Client Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Client Data; and
- 13.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
14.1 Except as expressly and specifically provided in this agreement:
- 14.1.1 You assume sole responsibility for results obtained from the use of the Service by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Service, or any actions taken by us at your direction;
- 14.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
- 14.1.3 the Service is provided on an “as is” basis.
14.2 Nothing in this agreement excludes our liability:
- 14.2.1 for death or personal injury caused by our negligence; or
- 14.2.12 for fraud or fraudulent misrepresentation.
14.3 Subject to clause 14.2.1 and 14.2.2
- 14.3.1 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- 14.3.2 Our total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the value of the contract being the amount paid or payable by you during the Term, up to the end of the current Term.
15. Force majeure
15.1 The Supplier shall have no liability to the Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.
16.1 If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
17.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Rights and remedies
19.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law
20.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- Entire agreement
21.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
22.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
- No partnership or agency
23.1 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- Third party rights
24.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
25.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes or sent by email to the other party’s email supplied for the purpose.
25.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
- Governing law
26.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
27.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
TERMS & CONDITIONS - For Vevox Apps
Effective Date – 12th June 2020
1.2 The App is available for download via Android, Apple IOS, Microsoft Teams and is also available through the website https://vevox.app/ (the “Site”) or on Microsoft Teams in a web browser. Older versions of Android or Apple IOS may not be compatible with the App; if you experience difficulty downloading the App check on the Site for whether this may be as a result of the relevant version of the operating system not being supported. Your attention is specifically drawn to the provisions of clause 3.6 below
1.4 We make different versions of the App available on behalf of our clients companies (the “Clients”) who are conducting interactive events (“Sessions”) and/or conducting particular projects (“Projects”). If you are participating in a Session or Project, you may have been directed to download the App as part of that programme. The Client may impose additional terms on your participation in Sessions or Projects, and these additional terms are between you and the Client and are not terms to which we are party. This includes the basis on which the Client may ask you to share your personal data through the App, as further described below.
1.5 If you cease to participate in a Session or Project then if you do not wish to continue to use the App, it is your obligation to uninstall the App from your mobile device or switch off your browser so that you are no longer accessing the Site. If you are not involved in a Session or Project, you may still download the App and respond to the available surveys and/or chats.
2.1 The App is intended to facilitate Sessions and Projects and create an interactive forum whereby live polls and voting, the submission of questions and feedback and messaging can be used.
2.2 Your responses to those surveys and/or chats, and any other information you provide via the App, may include personal information about you. The Client may collect, analyse and process that personal information in accordance with its own terms and conditions and privacy policies. You should read any such documents carefully and make sure that you understand these before participating in a Session or Project via the App. We are not responsible in any way for any collection, analysis and processing of your personal data by the Client.
2.4 All data stored by us is stored in Ireland within the EEA and we are fully GDPR compliant.
2.5 As the data processor we take data privacy very seriously, to this point we are ISO 27001 certified and all data is encrypted in transit and at rest.
3 Your use of the App
3.1 We hereby grant you a personal, non-exclusive, non-transferable, limited, right to download the App for your own limited, personal, and lawful use on your mobile device or to use the web version of the App in your browser, provided always that such use is subject to, and in accordance with, these Terms. The App and all content within it is made available to you on a limited licence basis, and all rights and title in and to the App and all content within it not expressly granted under these Terms are expressly reserved to us and/or the applicable licensor.
3.2 Either of us may terminate the licence at any time immediately with or without notice and on such termination you must uninstall all copies of the App on your device. You can disable the App at any time by following the steps below:
(a) On iPhone – press and hold the application until a cross appears in the left-hand corner of the icon. Select the cross to delete the application.
(b) On Android – go to settings>applications>manage applications. Select the application and then select “Uninstall”.
(c) On the Site – by shutting your browser down
(d) On Microsoft Teams – by signing out of the session in the tab
3.4 You must not remove or alter any copyright and other proprietary notices contained within the App. Neither the App nor any part of or content within it may be distributed, reproduced, modified, transmitted, reused, re-posted or used for public or commercial purposes without Vevox’s prior written permission.
3.5 If you fail to comply with any term of these Terms, we may (without prejudice to any other rights we may have) suspend provision of the App or any applicable account or service provided by us to you and/or terminate it immediately (where we do so, we will always try to give you reasonable notice but you acknowledge that we may not always be able to do so where we reasonably feel such suspension or termination is necessary to protect our commercial interests).
3.6 You shall compensate and keep us fully protected against all claims, costs, damages, expenses (including legal fees) incurred by us arising out of and/or in connection with any breach by you of any of these Terms, including any use of the App other than in accordance with these Terms.
3.7 Please note that use of the App is subject to your computer and/or portable device complying with our minimum standard technical specification and compatibility notice. You are advised to check this specification to ensure that your computer and/or portable device is compatible with our products and services and we shall not be liable for any failure arising in the App which arises from incompatibility (including, without limitation, minimum storage and memory requirements from time to time).
4 Warranties and Liability
4.1 The App and all content, functionality and features within it (the “Materials”) are provided “as is” and without warranties or representations of any kind either expressed or implied. To the greatest extent permitted by law, Vevox disclaims all warranties of satisfactory quality and fitness for a particular purpose and that content, information displayed in or on the App is accurate, complete up-to-date and/or does not infringe the rights of any third party. Vevox does not warrant that the functions contained in the Materials will be uninterrupted or error-free. Unless expressly stated otherwise in this Agreement and to the extent permitted by law, we do not give any other representation, warranty or recourse, express or implied and we hereby exclude all terms, representations and warranties that might otherwise be implied into this Agreement.
4.2 Except for any liability for personal injury or death caused by our negligence, Vevox shall not be liable for any damages, loss or injury arising in connection with these Terms and/or your use of, or the inability to use, the App, or any function of the App, howsoever caused and whether arising in contract, tort (including negligence) or otherwise.
4.3 While we use reasonable efforts to ensure that the App is free from viruses and other malicious content, neither we nor any other party involved in producing or delivering the App assumes any responsibility, nor shall be liable for any damage to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, the App or your downloading of any materials, data, text, images, video or audio from the App. Except where required by applicable law, Vevox shall not be liable to any person for any loss or damage they suffer as a result of viruses or other malicious or harmful content that they access from or via the App.
4.4 When the App is used on a mobile device, like all mobile apps, in order to operate will make use of your mobile data connection. You are advised to check charges and terms with your communications service provider if using the App abroad or in circumstances where roaming or data charges may apply. We do not receive any commission or other payment or rewards from communications with service providers in respect of the use of the App on devices connected to their network. We are not liable for any data or other charges incurred as a result of your use of the App.
5 Information arising from your use of the App
5.1 Any information, data, reports, analysis and which are created following your installation of the App on your mobile device (“Data”) shall vest in and be owned by the Client. The Client is the Data Controller of such information for the purposes of the General Data Protection Regulation and the Data Protection Act 2018
5.3 We acknowledge that we are processing your data on behalf of the Client. We will comply with all requirements of the General Data Protection Regulation and the Data Protection Act 2018, and any legislation and/or regulations implementing them or made in pursuance to them (the "Data Protection Requirements") in respect of our obligations as the data processor.
5.4 We do not audit the usage of the App and we are not under any obligation to use, collect or analyse any Data relating to you and we cannot be liable for any use of your Data by the Client.
6 Acceptable Use Policy
6.1 In your use of the Site and the App, you agree that you will adhere to the following (Acceptable Use Policy). You agree to:
6.2 Not circumvent or attempt to circumvent any security protection on the Site or relating to the App and including (without limitation) re-registering as a user of the App if your use of the App has previously been terminated by us for breach.
6.3 Keep your passwords and any material you use to access the App or any limited part of the Site including the App and Consumer Portal confidential.
6.4 Be accurate and not misleading.
6.5 Not breach, in any way, the Data Protection Act or any other applicable local, national or international law or regulations.
6.6 Without limitation to the previous point, you will not use the App or the Site to process any other person’s personal data unless you have their express consent to do so.
6.7 Without prejudice to the foregoing) not be discriminatory (whether on the grounds of race, sex, sexuality, disability, marital or family status or on any other protected status grounds) or in our reasonable opinion do anything which might constitute biased or hate speech.
6.8 Not be defamatory.
6.9 Not, in our reasonable opinion, be offensive, harassing or abusive.
6.10 Not use the Site or the App in ways which are unlawful or fraudulent, or have any unlawful or fraudulent purpose or effect.
6.11 Not use the Site or the App in ways which for the purpose of harming or attempting to harm minors in any way.
6.12 Not upload anything to the Site which contain viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
6.13 Inform us as soon as reasonably practicable if you become aware that you are or may be in breach of any of the above points and comply with our reasonable directions with respect to remedying the situation.
7.1 We reserve the right to make changes to these Terms, or to the functionality, features, feature or content of the App at any time. Changes to these Terms will be announced on our website. Please be sure to visit it regularly. You will need to download a new version of the App if you wish to take the benefit of any changes we may make to it.
8 Third Party Rights
8.1 These Terms are personal to you and Vevox and may not be enforced by any third party, whether pursuant to the Contracts (rights of Third Parties) Act 1999 or otherwise.
9 Governing Law and Jurisdiction
9.1 These Terms shall be governed by the laws of England and Wales and any matter or dispute arising in connection with them or in connection with the App shall be subject to the exclusive jurisdiction of the courts of England and Wales. All contracts formed by these Terms shall be construed in English.
9.2 You are responsible for compliance with applicable local laws relating to the use of or otherwise connected with the App. To the extent that the App or any activity contemplated by it would infringe any law of a jurisdiction other than England, then you are prohibited from accessing or using the App or attempting to carry on any such offending activity and this provision shall override all other provisions of these Terms.
Effective Date: 8th March 2021
Who we are
Our products and services are used to collect and analyze information to help Clients better understand their customers, employees, students and more. Some of this information can be personal data . The information is as important to us as it is to you, and we take very seriously our responsibility to safeguard it and use it fairly and responsibly.
“Cookie” is used as a blanket term for all cookies, tags, trackers, pixels, beacons and other similar technology whether placed by ourselves or by third parties, which may be stored on your browser or the hard drive of your computer and which contain information that is transferred to your computer’s hard drive. Our approach, using our cookie consent solution is to;
- IDENTIFY the cookies which are present on the Site
- CLASSIFY them as strictly necessary, functional, performance and targeting cookies
- ALLOW YOU to accept or manage your cookie preferences by means of our online tool.
With the exception of strictly necessary cookies, which do not store any personally identifiable information and which are essential to the operation of the whole or specific parts of the Site, our solution allows you to select and manage your cookie preferences, and to prevent cookies from deploying until you have actively consented to their use. If you wish to change your cookie preferences at any time, please click on the cookie banner displayed on the homepage on www.vevox.com.
In respect of your personal data which we hold as data controller, you have the rights
- To find out what data we hold about you
- To correct inaccurate data held by us
- To data portability
- To object to automated data processing
- To erasure of data which is no longer needed.
Some of the above rights only apply in restricted circumstances but if you wish to exercise any of these rights, please contact us on firstname.lastname@example.org. If you have a complaint about our handling of your data, please also contact us on the above email address, but if you are dissatisfied with our handling of the complaint you have the right to complain to the Information Commissioner’s Office (www.ico.org.uk) where you should also be able to find more details about the rights of data subjects.
Where Vevox gets your personal information
We collect your personal information from a range of sources:
- When you visit our Site;
- When you download and install one of our mobile applications;
- When you respond to one of our online or email surveys or questionnaires; or
- When you use one of our products or services
Because our business revolves around helping our Clients to reach and better understand their customer base, we may also receive information about you from those Clients to help them get in touch with you or analyze the information they already have about you. Please note that we are not responsible for the legal basis on which Clients process or use data which they supply to us.
The information we collect
Our apps and products collect and analyze a range of information. Depending on the particular app you are using, this may include:
- Biographical information that you have supplied to us or to our Clients.
- Location information, meaning data which reveals the geographic location of you and your mobile device. We will only collect your location information where you have explicitly agreed to our doing so by clicking ‘OK’ on your mobile device.
- Information about the type of mobile device you own.
- App Metadata, which means information about the way in which our app is used and how it functions on your mobile device (for example, which app screens you use most, how long it takes to transmit information to us, the volume of information, etc.). Metadata does not include any personal information about you. We collect metadata via Google Analytics in order to improve the usability and performance of our app.
- Survey or other information, which means information contained in the responses given by you to survey or polling questions, or other information entered by you in the app, dashboard or on the website, or any other information you choose to provide using the app, dashboard or the website from time to time;
- Information received from other sources including other websites we operate or the other services we provide (including our support function).
- Information entered into an onsite chatbot, for the purposes of obtaining guidance and information
Sharing information with third parties
We may share your personal information with:
- Our Clients who have asked us to collect it on their behalf.
- Our partners, who provide us with IT and support services including hosting services to help us manage and store information, and who may require such information for the performance of any contract we enter into with them.
- Our group companies, who may provide related or ancillary services.
We may also share your personal information in the following circumstances:
- If we believe that it is reasonably necessary to comply with a law, regulation or legal request.
- If we sell, transfer or otherwise share some or all of our assets in connection with a merger, acquisition, reorganization or sale of assets, or in the event of bankruptcy. We will endeavour to provide you with notice prior to the transfer of your personal information to the new entity.
The transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, for example by providing data encryption, we cannot guarantee the security of your data transmitted to our Site or app. Any transmission is at your own risk. However, we take the privacy of your personal information very seriously and use a number of methods to try to keep your personal information secure from loss or unauthorized use or access when it is in our possession or control. These methods include reasonable physical, technical and organizational measures to restrict access to your personal information. For example, your personal information is encrypted when stored or transmitted by us using secure socket technology (SSL).
Where we have given you (or where you have chosen) a password which enables you to access certain parts of our Site and/or apps, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Where you are given access to our app by one of our Clients, the Client will have its own requirements with respect to your access to the app and may direct you with respect to password and logon information. We are not responsible for third party (including Client) security practices.
Where required by applicable law, we will notify you of any loss of or unauthorized access to your personal information, and we will cooperate with the appropriate authorities to investigate such incidents.
International transfers of information
We are a global company with service providers and Clients operating in several countries around the world. We use “cloud-based” storage solutions, meaning that your personal information may be transferred and stored in locations outside of your state, province or country, where the privacy laws may not be as protective as those in your jurisdiction.
We will never process your data outside the European Economic Area, where that data is collected by our Clients using our systems.
Where we are the data controller of data gathered through our Site, chatbot or support functions, that data may be processed outside the EEA by our authorised processors, but the transfer to such processors will only be made on one of the legal bases set out below under “Transfer of personal data to third countries (outside the EEA)” and otherwise in accordance with this policy.
Our Clients may operate outside the EEA and may require that we transfer your personal information to them in those locations, if this is the case their policies should state this fact.
Transfer of personal data to third countries (outside the EEA)
In accordance with GDPR a transfer of personal data to a third country may take place on a number of specified legal bases, and should not take place unless one of those bases applies. We take care to ensure that all our transfers are carried out on an appropriate legal basis and keep those bases under review.
The applicable bases include:
- where the European Commission has decided that the third country in question ensures an adequate level of protection for personal data.
- Where a specific bilateral arrangement is in force which applies to the recipient in a particular third country
- Where a data transfer agreement is in place with the recipient in a format approved from time to time by the European Commission.
We use subcontractors (sub-processors) to deliver the best service possible to Clients and to users of the Site. We do not sell rights to personal data to sub-processors and we ensure that transfers of personal data to third countries are carried out on the basis of one of the applicable bases and, where we ourselves are acting as processors to our Clients, in accordance with the data processing requirements of our agreement with our Clients.
We take steps to try to ensure that your personal information is kept secure regardless of its location, in compliance with applicable laws.
Retention of your information
We retain your personal information for as long as our Clients request us to do so. In most cases, this will be the duration of a particular project, course or a campaign for which our Client has asked us to collect and process information about you. We regularly audit the information we hold to ensure that it remains relevant to our current requirements and those of our Clients.
We maintain a permanent record of anonymized location, demographic and survey data. This data is used to produce aggregated consumer insights, and cannot be used to identify individuals.
Information which we hold as data controllers which we have obtained through our Site is held on the basis of our legitimate interest and we keep data held by us under review in accordance with data retention good practice.
Vevox is committed to protecting our users privacy, especially young children. We do not knowingly collect data or personal information on persons under 16 years of age, except in compliance with children’s online data protection law. If our clients collect data on children under the age of 16 years of age they must obtain express consent from the children’s parents or legal guardian prior to use of our services.
You have the right to ask us not to process your personal data for marketing purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data, where appropriate, or you can also exercise the right (including the right of access to information we hold on you as controller described below) at any time by contacting us at email@example.com. If exercising your rights under this section, please include the words “subject data request” in the email to us.
Access to information
Privacy legislation gives you the right to access all information we have about you where you have provided data to us directly in the circumstances where we act as data controller. Where we hold data as the processor of that data, we will help our Clients to service any data access request made by you to them or to us, but we will not respond directly in this case. If you want to review any data we might have of yours which you provided via a Client, please contact the company that gave you access to our services.
You also have the right of erasure, meaning you can request data we hold on you to be deleted. To do this please reach out to the company that gave you access to our services and they can make an official request to remove any data you have requested we remove.
Compliance and Updates
We work with regulatory authorities to ensure that we are up to the standards set out. Your feedback is important to us and if you feel that we can improve please contact us at firstname.lastname@example.org.
We’re committed to helping our clients and users adhere to the General Data Protection Regulation (“GDPR”) that came into effect on May 25, 2018.
All of our processes, agreements and systems are compliant with the legislation and we will monitor the implementation and guidance from authorities to ensure that we remain compliant in accordance to the guidance of the regulatory bodies. See the section below for our commitment to GDPR.
- The transfer of your personal information to countries around the world, including outside the European Economic area, where such transfer is permitted by and in strict accordance with applicable data protection legislation.
If you do not want your personal information to be used in this way, then please do not use our products, services, or Site .
Liphook, Hampshire, GU30 7AZ
We are committed to helping our clients comply with the General Data Protection Regulation (GDPR). GDPR is the latest and most comprehensive EU data privacy law and it came into effect on May 25th, 2018.
The law gives EU citizens more ownership of their data and gives them the opportunity to review and delete their personal data from any system that processes their data. We are committed to helping our clients manage their obligations and we wholeheartedly support the legislation.
This page outlines how we support GDPR-compliance, both for ourselves and for our clients.
How we support GDPR
GDPR is a landmark in data privacy and accountability, it sets a very high bar for companies to support their end users in respects to enquiries around their personal data. We have taken several measures to align our company and our products with the new legislation, this includes:
- Product update, our product was updated prior to GDPR coming into effect to ensure that the end users’ data and integrity is protected. This also gives more assurance to our clients that they can service the end users in the best possible manner, feeling secure that users anonymity can be protected.
- Legal matters, we always ensure that our providers are GDPR certified and that all of our employees follow our policies set out to protect our users data. We also follow guidance around GDPR compliance and other regulatory bodies, as regulations change we will adjust our plans to ensure our users data is protected accordingly.
Get in touchFulfilling our privacy and data security commitments is important to us, and we welcome your feedback. If you are a client or a user of one of our services we are happy to answer any questions you might have. If you have any comments, questions or concerns please email us at email@example.com.