VANTIFY LIMITED PLATFORM – USER TERMS OF USE (Terms)

2. TERMS OF USE

2.1 These Terms govern the Authorised User’s access to and use of the Vantify Platforms, operated by Vantify Limited (Vantify). By using the Vantify Platforms, you confirm that you are an Authorised User and that your use of the Vantify Platform is subject to these Terms.

2.2 Where your access is provided under a contract between Vantify and Vantify’s Client, their contract will also govern the delivery of the Vantify Platforms.

2.3 If you do not agree with these Terms, you must not access or use the Vantify Platforms.

2.4 The Authorised User will be using the Vantify Platforms on behalf of Vantify’s Client. By using Vantify’s Platforms the Authorised User is aware of these Terms.

2.5 The Authorised User is responsible to obtain and read and Vantify Client’s terms direct from Vantify’s Client.

2.6 Vantify reserves the right to modify, update, or amend these Terms at any time without prior notice. Any changes will become effective immediately upon posting on Vantify Platforms. The Authorised Users continued use of the Vantify Platforms after such changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for updates.

3. SUPPLY OF PLATFORM

3.1 Vantify is not liable for any delay or loss caused by the misuse or misapplication of Credentials.

3.2 The Vantify Platforms are designed for use by businesses, not consumers. The Authorised User warrants and represents that they are acquiring the right to access and use the Vantify Platforms for the purposes of a business and are not dealing with Vantify as a consumer and shall use the Vantify Platforms for business purposes only.

3.3 Vantify shall have the right to make any changes to the Vantify Platforms which are necessary to comply with any Applicable Law or safety requirement, or which do not materially affect the nature or quality of the Vantify Platforms.

3.4 Vantify does not guarantee or warrant that the Vantify Platforms, or any content on it, will always be available, error free or be uninterrupted.

3.5 The Authorised User should make further enquiries to satisfy themselves of the accuracy and completeness of any Content before relying on it.

3.5 Vantify has the right to disable any logon credentials, user identification code, authentication token or password, whether chosen by Vantify’s Client or allocated by Vantify, at any time, if in Vantify’s reasonable opinion, the Authorised User fails to comply with any of its obligations under these Terms.

4. AUTHORISED USER’S OBLIGATIONS

4.1 The Authorised User shall

4.1.1 obtain and maintain all necessary licences, permissions and consents which may be required before using the Vantify Platforms;

4.1.2 comply with all Applicable Laws with respect to its activities using the Vantify Platforms;

4.1.3 be responsible for making all arrangements necessary to access the Vantify Platforms

4.1.4 must treat the following as confidential if they are provided with, logon credentials, a user identification code, an authentication token, password, or any other piece of information as part of our security procedures; and

4.1.5 be responsible for complying with these Terms and for ensuring that any data or content you submit are accurate, lawful and compliant with all applicable policies.

4.2 The Authorised User and Vantify shall each adopt effective procedures conforming to best industry practice to ensure that no Virus, ransomware, spyware, adware, keyloggers or other malicious software will be introduced into the Vantify Platforms or any other software of Vantify used by the Authorised User.  If a party introduces any such malicious software, the parties will work together to immediately remove such malicious software from all infected equipment, database(s) and network(s) and will restore such equipment, database(s) and network(s) to their original state.

4.3 The Authorised User will not access, store, distribute or transmit any Virus or any material during the course of use of the Vantify Platforms that:

4.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

4.3.2 facilitates illegal activity;

4.3.3 depicts sexually explicit images;

4.3.4 promotes unlawful violence;

4.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

4.3.6 is otherwise illegal or causes damage or injury to any person or property,

and Vantify reserves the right, without liability or prejudice to its other rights to the Authorised User, to disable the Authorised User’s access to any material that breaches the provisions of this clause 4.

4.4 The Authorised User shall not, except as may be allowed by any Applicable Laws which are incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under these Terms:

4.4.1 copy, modify, make error corrections, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Vantify Platforms and/or Documentation (as applicable) in any form or media or by any means;

4.4.2 de-compile, reverse compile, disassemble, reverse engineer, decrypt, translate or modify all or part or otherwise reduce to human-perceivable form all or any part of the Vantify Platforms and/or Documentation;

4.4.3 Use the Vantify Platforms and/or Documentation other than for its business purposes;

4.4.4 access all or any part of the Vantify Platforms and/or Documentation in order to build a product or service which competes with the Vantify Platforms and/or Documentation

4.4.5 use the Vantify Platforms for the purpose of or as a means to send “flame” or “spam” emails.9

4.4.6 use the Vantify Platforms and/or Documentation to provide services to third parties;

4.4.7 do anything which may result in compromising the security of the Vantify Platforms, the Content, the Credentials or the systems or security of Vantify or any other parties

4.4.8 license, sublicence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Vantify Platforms and/or Documentation available to any third party except the Users, and/or

4.4.9 attempt to obtain, or assist third parties in obtaining, access to the Vantify Platforms and/or Documentation, other than as provided under this clause 4.

5. USER CONTENT

5.1 The Authorised User shall use its best efforts to prevent any unauthorised access to, or use of, the Vantify Platforms and, in the event of any such unauthorised access or use, the Authorised User will immediately notify Vantify.

5.2 The Authorised User may be able to upload, submit, or transmit data, documents or other content to the Vantify Platforms (“User Content”).

5.3 The Authorised User remains responsible for all User Content and represents that:

5.3.1 the User Content is authorised

5.3.2 all User Content shall be true, complete, accurate and current;

5.3.3 that all User Content is the property of Vantify’s Client; and

5.3.4 the Users supply of User Content to Vantify, and Vantify’s use of the User Content for the purposes set out in the Client’s contract shall comply with all Applicable Laws.

5.4 The Authorised User acknowledges that if the User Content is not provided in accordance with clause 5.3 in any way, it will result in a reduction of the accuracy of the Vantify Platforms. Vantify cannot be held responsible for inaccurate results produced by the Vantify Platforms if these were produced as a result of inaccurate data.

5.5 Vantify’s Client shall own and shall continue to own all Intellectual Property Rights in any User Content provided to Vantify by the Authorised User for use on or for the Vantify Platforms.

6. INTELLECTUAL PROPERTY

6.1 Vantify shall own and shall continue to own all Intellectual Property Rights and all other rights in:

6.1.1 the Vantify Platforms & API, including without limitation:

6.1.1.1 all source code comprised in it and any associated platform developed by Vantify or used to provide the Vantify Platforms including any mobile apps;

6.1.1.2 all amendments, updates and versions relating to it;

6.1.1.3 all training and marketing materials produced by Vantify in connection with the Vantify Platforms;

6.1.2 all trademarks, logos, brands use by or in connection with the Vantify Platforms; and

6.1.3 all other works, report templates, software or material developed by Vantify;

6.2 None of the Intellectual Property Rights above are or shall be deemed to be transferred, licensed, granted, assigned, or otherwise acquired by the Authorised User under these Terms.

6.3 Vantify hereby grants the Authorised User a non-exclusive non-transferable licence to use the Vantify Platforms in line with the Authorised User permissions.

6.4 The Authorised User acknowledges that Vantify Platforms may incorporate third-party Intellectual Property Rights. The Authorised User’s right to use any third-party Intellectual Property Rights is conditional upon Vantify having obtained the necessary license from the relevant third-party licensors. Vantify makes no warranty that it has obtained all such licenses and may withdraw access to third-party components at any time if required by the third-party licensor.

6.5 The Authorised User shall not sub-license any licence granted under these Terms to any other person without the prior written consent of Vantify.

6.6 Vantify shall have no liability for any use by the Authorised User for the use of the Vantify Platforms for any purpose other than that for which it was prepared or provided by Vantify.

7. HELPDESK & SUPPORT

7.1 Vantify commits to providing technical support to the User via the helpdesk during Business Hours, on a Business Day.

7.2 The User shall notify Vantify, via email, when it believes a problem requiring technical support has arisen.

7.3 Vantify accepts emails for all support requests via enquiries@vantify.com.

7.4 Helpdesk personnel will conduct business in English.

8. CONFIDENTIALITY

8.1 The Authorised User shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to them.

8.2 The Authorised User shall only disclose such Confidential Information to those people in your organisation, agents and subcontractors who need to know it for the purpose of providing the services and obligations to fulfil the contracts.

8.3 The Authorised User may also disclose such of the disclosing party’s Confidential Information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

8.4 You acknowledge that details of the Vantify Platforms and the results of any performance tests of the Vantify Platforms, constitute Vantify’s Confidential Information.

9. THIRD PARTY SERVICES

9.1 The Vantify Platforms may integrate or interoperate with third-party services (eg. API, analytics tools, authentication providers). We are not responsible for the operation, availability or accuracy of third-party services and disclaim all liability arising from their use.

9.2 You are responsible for complying with any applicable third-party terms.

10. DATA PROTECTION

10.1 Vantify processes personal data in accordance with applicable data protection laws and our Privacy Policy.

10.2 Vantify handles personal data in accordance with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR). Our Privacy Policy sets out how we collect and process personal data.

10.3 If the Authorised User uploads any personal data to the Vantify Platforms, you represent and warrant that you have the necessary rights and lawful basis to do so. You must not upload special category data unless required for your use of the Vantify Platforms.

10.4 Vantify may process, for the purpose of providing the Vantify Platforms, any personal information it receives from the Authorised User in connection with the use of the Vantify Platforms. Such processing may take place in countries outside the European Economic Area. The Authorised User warrants that processing of such information by Vantify in accordance with these Terms will not put Vantify in breach of any applicable law or of these Terms.

10.5 Where Vantify’s Client provides personal data to Vantify in connection with the Vantify Platforms, the data processing arrangements are set out in the agreement between Vantify and the Client.

11. LIMITATION OF LIABILITY

11.1 Nothing in these Terms excludes or limits the liability that cannot be excluded or limited under applicable law.

11.2 Vantify will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect the Authorised User’s computer equipment, computer programs, data or other proprietary material due to the Authorised User’s use of Vantify Platforms or to the Authorised User downloading of any content on it (including, but not limited to any Contributions), or on any website linked to it.

11.3 If the Authorised User’s access is provided under a contract between Vantify and any liability relating to the delivery of the Vantify Platforms is governed by that contract.

11.4 To the fullest extent permitted by law:

11.4.1 We exclude all warranties, conditions, or representations that may apply to the Vantify Platforms.

11.4.2 Vantify is not liable for any indirect or consequential losses, even if caused by Vantify’s own negligence, except to the extent such exclusion is prohibited by law.

11.4.3 Our total liability to the Authorised User for any claims under these Terms shall not exceed the amount of £1000 (one thousand pounds).

11.5 Where your access to the Vantify Platforms is provided under a contract between Vantify and Vantify’s Client:

11.5.1 any claim you have arising from the provision of the Vantify Platforms should be directed to Vantify’s Client in the first instance;

11.5.2 Vantify’s liability to the Vantify’s Client for matters relating to the Vantify Platforms is governed by the contract between Vantify and Vantify’s Client;

11.5.3 nothing in these Terms creates any greater liability for Vantify than exists under the contract with Vantify’s Client;

11.5.4 if you suffer loss due to the Vantify Platforms, your primary remedy is through Vantify’s Client, not through these Terms of Use; and

11.5.5 Vantify reserves the right to recover any losses caused by your breach of these Terms from either you directly or from Vantify’s Client under Vantify’s Client’s contract.

12. INDEMNITY

12.1 Authorised User agrees that the use of the Vantify Platforms is solely under Authorised User’s control and subject to the compliance with these Terms.

12.2 The Authorised User is responsible for their use of the Vantify Platforms. The Authorised User agrees to compensate Vantify for any loss or damage arising from their unlawful use of the Vantify Platforms or from any User Content that infringes the rights of others. This does not apply where the loss is caused by Vantify’s own negligence.

12.3 The Authorised User agrees to indemnify and hold harmless Vantify and its employees, directors, officers and consultants from any and all claims, damages, liabilities, costs and fees (including all legal costs or other expenses), suffered by Vantify as a result of:(a) any breach of these Terms by the Authorised User; (b) the Authorised User’s unlawful use of the Vantify Platforms; (c) any third party’s use of the Authorised Users Credentials.

12.4 Vantify may, at its sole discretion, seek recovery for any losses caused by the Authorised Users’ breach of these Terms from either:

12.5 The Authorised User’s obligation under this indemnity are without prejudice to any obligations that Client owes to Vantify or any other rights Vantify has under the Client’s contract.

13. FORCE MAJEURE

13.1 Vantify shall not be in breach of these Terms nor liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from a Force Majeure Event.

13.2 If Vantify’s Client’s contract with Vantify is terminated due to Force Majeure or any other reason, the Authorised User’s right to access the Vantify Platforms will automatically terminate.

14. INTERPRETATION

14.1 In these Terms, a reference to a party includes its successors or permitted assigns.

14.2 In these Terms, a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

14.3 In these Terms, any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

14.4 In these Terms s, a reference to writing or written includes e-mails.

15. THIRD PARTY RIGHTS

15.1 These Terms do not confer any rights on any person or party (other than the parties to the Contract and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third parties) Act 1999.

16. GOVERNING LAW AND JURISDICTION

16.1 The Terms, 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.

16.2 The Authorised User and Vantify 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 these Terms or its subject matter or formation (including non-contractual disputes or claims).