TERMS AND CONDITIONS OF ACCESS AND USE
The following terms and conditions govern the provision of the SQOD Platform to Licensees, Service Recipients and Authorised Users
INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these terms.
| “Acceptable Use Policy” | A written policy issued by the Licensee or a Service Recipient setting out what may and may not be done when using or accessing the Platform consistent with these terms and conditions |
| “Agreement” | the agreement between IVCL and the Licensee for the provision of access to and use of the Platform comprising an Order Form signed by the Licensee and accepted by IVCL and incorporating these terms and conditions |
| “Analytical Data” | Data derived from use of the Platform by the Licensee, its Authorised Users and Callers which may comprise individual call lengths or aggregated or statistical data but does not comprise or include any Personal Data |
| “Authorised Users“ | those employees, agents and independent contractors of the Licensee, Service Recipients and Callers who are authorised by the Licensee or the Service Recipient to use or access the Platform |
| “Business Day” | a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; |
| “Caller” | An individual member of the public who is sent a link by the Licensee or a Service Recipient for the purposes of conducting a video call with an Authorised User; |
| “Confidential Information” | information that is proprietary or confidential by nature whether clearly labelled as such or not and/or defined or identified as Confidential Information in condition 9; |
| “Contract Date” | The date on which the Order Form is signed by IVCL accepting the Licensee’s order; |
| “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” and “appropriate technical and organisational measures” | as defined in the Data Protection Legislation; |
| “Data Protection Legislation” | all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; |
| “Documentation” | Any instructions, training material, manuals, release notes, upgrade information or diagrams made available to the Licensee, Authorised Users, Service Recipients or Callers by IVCL (whether in printed or electronic form, including via a website or contained in a pdf or similar format) which sets out the user instructions for access to and use of the Platform; |
| “Effective Date” | The date stated in the Order Form as the date on which the Licensee’s or Service Recipient’s use of the Platform goes live or (if different) the Licensee’s payment obligation commences; |
| “Fees” | the fees payable by the Licensee to IVCL for the rights of access to the Platform and receipt of the Services as set out in the Order Form; |
| “Heightened Cybersecurity Requirements” | any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards and sanctions, which are applicable to either the Licensee or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time; |
| “Initial Term” | the initial term of this agreement set out in the Order Form; |
| “IVCL” | Involve Visual Collaboration Limited, a limited company registered in England and Wales with company number 02383157 and having its registered office at Martin Dawes House, Europa Boulevard, Westbrook, Warrington WA5 7WH. |
| “Licence” |
The right for an individual Authorised User to have access to and use of the Platform whether as a customer administrator, department administrator, customer scheduler or agent; where an Authorised User has more than one such role, such right counts once and not once per role;
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| “Licensee” | The entity stated as such in the Order Form, being the party with which the Agreement is formed; |
| “Minimum Requirements” | The minimum requirements for devices, computers and network or internet access specified from time to time by IVCL as are required in order for Licensees, Service Recipients, Authorised Users and Callers to access the Platform and hold video calls by use of the Platform; |
| “Normal Business Hours” | 8.00 am to 6.00 pm local UK time, each Business Day; |
| “Order Form” | The form designated by IVCL as being required in order to request procurement of Services and the grant of rights in respect of the Platform; |
| “Permitted Use” | Communication via video calls with Callers for the purpose of appointments, assessments, consultations, meetings and communication between Authorised Users in connection with their business or professional roles and Platform administration; |
| “Platform” | The combination of software and technologies comprising the video conferencing platform known as SQOD and developed by or on behalf of IVCL, being a collection of proprietary and third-party technologies; |
| “Professional Services” | The professional services (which may include, but is not limited to, onboarding, training, configuration, bespoke development, implementation, deployment, and consultancy) described in the Order Form; |
| “Renewal Period” | the period described in condition 11.1; |
| “Service Recipient” | Organisations listed in the Order Form which will be authorised by the Licensee to have access to and use of the Platform, including (where the Licensee is a systems integrator or other intermediary and is not the intended end user of the Platform) customers of the Licensee and (where the Licensee is intending to extend the use of the Platform to members of its Group) any relevant subsidiary or holding company or other associated entity expressly named in the Order Form; |
| “SLA” | IVCL’s standard support and service level agreement a copy of which is available from IVCL on request; |
| “Software” | the online software applications comprised in the Platform; |
| “Support Services” | the services described in the SLA; |
| “Term” | has the meaning given in condition 11.1 (being the Initial Term together with any subsequent Renewal Periods); |
| “UK GDPR” | has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; |
| “Virus” | anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; |
| “Vulnerability” | a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be interpreted accordingly. |
1.2 Condition, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 A reference to writing or written excludes fax but not email.
1.10 References to conditions and schedules are to the conditions and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2. Grant of Rights
2.1 Subject to the Licensee paying the Fees in accordance with Condition 7, the restrictions set out in this condition 2 and the other terms and conditions of this agreement, IVCL hereby grants to the Licensee a non-exclusive, non-transferable right and licence, with the right to grant sublicences to Service Recipients, to have access to and use the Platform and the Documentation and to permit Authorised Users and Authorised Users of Service Recipients to have access to and use the Platform and the Documentation from the Effective Date during the Term for the Permitted Use.
2.2 In relation to Authorised Users, Service Recipients and Callers, the Licensee undertakes that:
2.2.1 It shall not permit or facilitate the use of the Platform for anything other than the Permitted Use;
2.2.2 It shall not sub-license, permit or facilitate the use of the Platform to or by any entity not listed in the Order Form;
2.2.3 It shall ensure that access to the Platform is always made in accordance with an Acceptable Use Policy and that it will bring that Acceptable Use Policy to the attention of Authorised Users, Service Recipients and Callers;
2.2.4 each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential;
2.3 The Licensee shall not and shall not permit any Authorised User or Service Recipient to access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property,
and IVCL reserves the right, without liability to the Licensee or prejudice to its other rights, to disable the Licensee’s access to any material that breaches the provisions of this condition 2.
2.4 The Licensee shall not (and shall not permit any Service Recipient to):
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these conditions:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any element of the Platform, all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the
2.4.2 access all or any part of the Platform and Documentation in order to build a product or service which competes with the Platform and/or the Documentation.
2.4.3 subject to condition 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or Documentation available to any third party except Service Recipients and Authorised Users; or
2.4.4 attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Documentation, other than as provided under this condition 2.
2.5 The Licensee shall not introduce or permit the introduction of any Virus into the Software, IVCL’s network and information systems.
2.6 The Licensee shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify IVCL.
2.7 The rights provided under this condition 2 are granted to the Licensee only and shall not be considered granted to any subsidiary or holding company of the Licensee.
3. Support Services and Platform Access
3.1 IVCL shall, during the Term, use reasonable endeavours to provide access to the Platform and make available the Documentation to the Licensee on and subject to the terms of this agreement in all material respects.
3.2 IVCL shall, subject to the restrictions, limitations, exceptions and exclusions set out in these conditions, use commercially reasonable endeavours to make the Platform available for access 24 hours a day, seven days a week, except for:
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- 3.2.1 planned maintenance carried out during a maintenance window of 12 Midnight to 6.00 am UK time; and
- 3.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that IVCL has used reasonable endeavours to give the Licensee at least 6 Normal Business Hours’ notice in advance.
3.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that IVCL has used reasonable endeavours to give the Licensee at least 6 Normal Business Hours’ notice in advance.
3.3 IVCL will provide the Licensee with the Support Services during Normal Business Hours in accordance with the SLA in effect at the time that the Services are provided. IVCL may amend the SLA in its sole and absolute discretion from time to time. The Licensee may purchase enhanced support services separately at IVCL’s then current rates.
3.4 IVCL shall use reasonable endeavours to meet any performance criteria set out in the SLA but any these are estimates only and time for performance by IVCL shall not be of the essence of the Agreement.
3.5 The Licensee acknowledges that IVCL may have access to reports and information detailing the Licensee’s use of the Platform (but not to the content of any communications with Callers or to any Personal Data of Callers) in order to generate or create and use Analytical Data for the purpose of measuring and improving the performance and functionality of the Platform from time to time or developing updates, upgrades, modifications and derivative works or new versions of the Platform or new products.
4. Data protection
4.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This condition 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
4.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Licensee is the Controller and IVCL is the Processor. Schedule 3 sets out the scope, nature and purpose of processing by IVCL, the duration of the processing and the types of Personal Data and categories of Data Subject.
4.3 Without prejudice to the generality of condition 4.1, the Licensee will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to IVCL and/or lawful collection of the Personal Data by IVCL on behalf of the Licensee for the duration and purposes of this agreement.
4.4 Without prejudice to the generality of condition 4.1, IVCL shall, in relation to any Personal Data processed in connection with the performance by IVCL of its obligations under this agreement:
4.4.1 process that Personal Data only on the documented written instructions of the Licensee;
4.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
4.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
4.4.4 not transfer any Personal Data outside of the EEA unless the prior written consent of the Licensee has been obtained and the following conditions are fulfilled:
(a) the Licensee or IVCL has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) IVCL complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(d) IVCL complies with reasonable instructions notified to it in advance by the Licensee with respect to the processing of the Personal Data;
4.4.5 assist the Licensee, at the Licensee’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
4.4.6 notify the Licensee without undue delay on becoming aware of a Personal Data Breach;
4.4.7 at the written direction of the Licensee, delete or return Personal Data and copies thereof to the Licensee on termination of the agreement; and
4.4.8 maintain complete and accurate records and information to demonstrate its compliance with this condition 4.
4.5 The Licensee consents to IVCL authorising those third parties listed in Schedule 4 as third-party processors of personal data. IVCL confirms that it has entered or (as the case may be) will enter with those parties into a written agreement incorporating terms which are substantially similar to those set out in this condition 4 and in either case which IVCL confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Licensee and IVCL, IVCL shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this condition 4.
4.6 IVCL may authorise other third-parties to process personal data (including making changes to the third parties listed in Schedule 4) if:
4.6.1 the Licensee is provided with an opportunity to object to the appointment of each such third-party sub-processor within 28 days after IVCL supplies the Licensee with full details in writing regarding such subprocessor;
4.6.2 IVCL enters into a written contract with the subprocessor that contains terms substantially the same as those set out in this Agreement; and
4.6.3 IVCL maintains control over all of the personal data it entrusts to the subprocessor.
5. IVCL’s obligations
5.1 IVCL undertakes to use reasonable endeavours to deliver any Professional Services substantially in accordance with the Order Form or any bespoke agreement detailing what Professional Services are agreed to be delivered and with reasonable skill and care.
5.2 Any undertaking relating to use of or access to the Platform shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to IVCL’s instructions, or modification or alteration of the Platform by any party other than IVCL or IVCL’s duly authorised contractors or agents.
5.3 IVCL:
5.3.1 does not warrant that:
(a) the Licensee’s access to or use of the Platform will be uninterrupted or error-free or that any component of the Platform licensed or supplied to IVCL by third parties will meet any specific performance criteria; or
(b) that the Platform, Documentation and/or the information obtained by the Licensee through use of the Platform will meet the Licensee’s requirements; or
(c) the Software or the Platform will be free from Vulnerabilities or Viruses; or
(d) the Software, Documentation or Platform will comply with any Heightened Cybersecurity Requirements.
5.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities (whether public or private), including the internet, and the Licensee acknowledges that access to and communications over the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.4 IVCL warrants that it has and will maintain all licences, consents, and permissions necessary for maintenance of the Platform and for providing its availability to customers of IVCL.
6 Licensee’s obligations
6.1 The Licensee shall:
6.1.1 provide IVCL with:
(a) all necessary co-operation in relation to its agreement with IVCL; and
(b) all necessary access to such information as may be required by IVCL;
in order to provide the Licensee, its Authorised Users and (where applicable) Service Recipients with access to the Platform, including but not limited to security access information and configuration services;
6.1.2 without affecting its other obligations under these Conditions, comply with all applicable laws and regulations with respect to its activities as Licensee;
6.1.3 carry out all other Licensee responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Licensee’s provision of such assistance as agreed by the parties, IVCL may adjust any agreed timetable or delivery schedule as reasonably necessary;
6.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with these conditions and shall be responsible for any Authorised User’s breach of these conditions;
6.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for IVCL, its contractors and agents to perform their obligations to the Licensee;
6.1.6 ensure that its network and systems (and those of any Authorised Users) comply with any applicable Minimum Requirements from time to time;
6.1.7 be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to IVCL’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee’s network connections or telecommunications links or caused by the internet; and
6.1.8 provide to IVCL in a timely manner all documents, information, items and materials in any form (whether owned by the Licensee or third party) reasonably required by IVCL and ensure that they are accurate and complete in all material respects.
6.2 If IVCL’s performance of its obligations is prevented or delayed by any act or omission of the Licensee, its agents, sub-contractors, consultants or employees, then, without prejudice to any other right or remedy it may have, IVCL shall be allowed an extension of time to perform its obligations equal to the delay caused by the Licensee.
7. Charges and payment
7.1 The Licensee shall pay the Fees to IVCL in accordance with this condition 7 and Schedule 2. Once the Fees have become chargeable (as set out in the Order Form) invoices will be submitted for payment.
7.2 If IVCL has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of IVCL:
7.2.1 IVCL may, on giving 14 days written notice to the Licensee, without liability to the Licensee, disable the Licensee’s password, account and access to all or part of the Platform and IVCL shall be under no obligation to provide access to the Platform while the invoice(s) concerned remain unpaid; and
7.2.2 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 Lloyds Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
7.3 All amounts and fees chargeable by IVCL:
7.3.1 shall be payable in pounds sterling;
7.3.2 are non-cancellable and non-refundable;
7.3.3 are exclusive of value added tax, which shall be added to IVCL’s invoice(s) at the appropriate rate.
7.4 IVCL shall be entitled to increase the Fees with effect from the beginning of each Renewal Period. IVCL will notify the Licensee of any applicable increase no less than 30 days before the expiry of the then current Renewal Period.
8. Proprietary rights
8.1 The Licensee acknowledges and agrees that IVCL and/or its licensors own all intellectual property rights in the Platform, the Software and the Documentation. Except as expressly and to the extent stated in these Conditions or in any Order Form, the Agreement does not grant the Licensee 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 Platform.
8.2 IVCL confirms that it has all the rights in relation to the Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
9. Confidentiality
9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by this condition 9.
9.2 Each party may disclose the other party’s confidential information:
9.2.1 to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party’s confidential information comply with this condition 9.2; and
9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Agreement.
10. Limitation of liability
10.1 Except as expressly and specifically provided in the Agreement:
10.1.1 the Licensee assumes sole responsibility for results obtained from the use of the Platform and the Documentation by the Licensee, and for conclusions drawn from such use. IVCL shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts used by the Licensee or Authorised Users in connection with communications via the Platform or uploaded onto the Software, whether by the Licensee, Service Recipient, Authorised Users or IVCL on behalf of any Authorised User, or any actions taken by IVCL at the Licensee’s direction or at the direction of Authorised Users;
10.1.2 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 the Agreement; and
10.1.3 access to the Platform is provided to the Licensee on an “as is” basis.
10.2 Nothing in these Conditions excludes the liability of IVCL:
10.2.1 for death or personal injury caused by IVCL’s negligence; or
10.2.2 for fraud or fraudulent misrepresentation.
10.3 Subject to condition 10.1 and 10.2 IVCL’s total liability to the Licensee:
10.3.1 for loss arising from IVCL’s failure to comply with its data processing obligations under condition 4 shall not exceed £2,000,000 in aggregate;
10.3.2 for loss arising from any failure to perform Professional Services in accordance with IVCL’s obligations set out in these conditions and/or any applicable Order Form shall not exceed that element of the Fees paid which relates to the supply of Professional Services; and
10.3.3 for all other loss or damage shall not exceed the total Fees paid during the 12 months immediately preceding the date on which the claim arose.
10.4 Subject to conditions 10.1 and 10.2, this condition 10.4 sets out the types of loss that are wholly excluded:
10.4.1 loss of profits;
10.4.2 loss of sales or business;
10.4.3 loss of agreements or contracts;
10.4.4 loss of anticipated saving;
10.4.5 wasted expenditure;
10.4.6 loss of use or corruption of software, data or information;
10.4.7 loss of or damage to goodwill; and
10.4.8 indirect or consequential loss.
10.5 IVCL has given commitments as to provision of access to the Platform and the supply of Professional Services and Support Services in conditions 3 and 5. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the agreement.
10.6 Nothing in this agreement excludes or limits the liability of the Licensee for any breach, infringement or misappropriation of IVCL’s Intellectual Property Rights.
11. Term and termination
11.1 The Agreement shall, unless otherwise terminated as provided in this condition 11, commence on the date on which the Order Form is signed by IVCL and shall continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:
11.1.1 the Licensee notifies IVCL of termination, in writing, at least 60 days before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
11.1.2 otherwise terminated in accordance with the provisions of the Agreement;
and the Initial Term together with any subsequent Renewal Periods shall constitute the ” Term”.
11.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
11.2.1 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 30 days after being notified in writing to make such payment;
11.2.2 the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
11.2.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purposes of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
11.2.4 the other party suspends, or threatens to suspend, or ceases, or threatens to cease, to carry on all or a substantial part of its business; or
11.2.5 the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable option the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
11.3 On termination for any reason:
11.3.1 all Licences shall immediately terminate or cease to have effect, IVCL shall disable all Authorised Users from having access to the Platform and the Licensee shall immediately cease all use of the Platform and/or the Documentation;
11.3.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and
11.3.3 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.
12. Force majeure
Neither party shall be in breach of its obligations to the other nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. Such circumstances shall include, but not be limited to, issues arising from software bugs or other failures in third party software, network or carrier issues or problems, acts of God, fires, floods, storms, landslides, epidemics, lightning, earthquakes, government acts or inaction, war, insurrection or civil strife, riots, strikes, explosions or terrorist acts. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Agreement by giving 14 days’ written notice to the affected party.
13. Conflict
If there is an inconsistency between any of the provisions of these conditions and the Order Form, the Order Form shall prevail.
14. Variation
No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15. Waiver
15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16 Rights and remedies
Except as expressly provided in these conditions, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
17. Severance
17.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
18. Entire agreement
18.1 These conditions, together with the Order Form constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party acknowledges that in entering into the 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 these conditions or the Order Form.
18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
18.4 Nothing in this condition shall limit or exclude any liability for fraud.
19. Assignment
19.1 The Licensee shall not, without the prior written consent of IVCL, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
19.2 IVCL 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 the Agreement.
20. No partnership or agency
Nothing in these Conditions or the 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).
21. Third party rights
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. Notices
22.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:
22.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
22.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served):
(a) IVCL: support@involve.vc
(b) Licensee: at the email address set out in the Order Form
22.2 Any notice shall be deemed to have been received:
22.2.1 if delivered by hand, at the time the notice is left at the proper address;
22.2.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
22.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
22.3 This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
23. Governing law
These conditions, the 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 interpreted in accordance with the law of England and Wales.
24. Jurisdiction
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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1
The Services
Provision of access to and use of the SQOD platform. The Order Form sets out the number of Licences and pricing and any further details relating to the Services, including details of any applicable Professional Services which may be required (together with the Fees applicable to the supply of Professional Services, if separately charged for).
Schedule 2
Fees
1 Fees
Fees are charged for each Licence made available to the Licensee. Where an individual Authorised User requires access to the Platform in several different roles, that individual counts as one licence, despite having more than one role.
The Fees per Licence, Fees for Professional Services and any other charging bases are set out in the Order Form.
Schedule 3
Processing, Personal Data and Data Subjects
1 Processing by IVCL
1.1 Scope: Processing Authorised User and Caller data to permit use by that Authorised User of the Platform and to enable and initiate calls by Authorised Users with Callers
1.2 Nature: Processing data pertaining to calls with Callers
1.3 Purpose of processing: conducting calls with Callers
1.4 Duration of the processing: During the term of the Agreement
2 Types of Personal Data: Name; email address; phone number; date of birth; applicable identification number (such as, by way of example, NHS number or National Insurance number)
3 Categories of Data Subject: Authorised Users and Callers
Schedule 4
Subprocessors
a) Whereby AS of Gate 1, no. 107, 6700 Maloy, Norway, hosted in Dublin, Republic of Ireland.
b) Amazon Web Services EMEA SARL, 38 Avenue John F Kennedy, L-1855, Luxembourg, hosted in the UK at eu-west-2, London.