Terms of Service
VerifiedVisitors Customer Agreement
This Agreement is a legal agreement between the individual or company entering into the Agreement (the “Customer”, “you” or “your”) and GleveVentures Ltd, a limited liability company (11948114) incorporated in England and Wales with registered office 49 Grosvenor Street, London, W1K 3HP, England (“VerifiedVisitors”, “our”, “we” or “us”) (together the “Parties” and each a “Party”).
- Definitions and Interpretation
- In this Agreement the following words and phrases shall have the following meanings:
Account means the online account you register for via https://app.verifiedvisitors.com/register through which you can access the Portal and other functionality.
Administrator means an individual who has been granted administrative privileges in respect of the VerifiedVisitors Service and Portal by the Customer.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Agreement means these terms and conditions, the appendix hereto and any document incorporated by reference.
Applicable Law means all laws and judgments of any relevant court of law and all (legally binding) regulations, directions, rules, guidance, orders, decrees and codes of conduct in each case issued or approved by any relevant regulatory authority and in each case of any jurisdiction, which are applicable to this Agreement or any Party or any activity of any Party, as amended and in force from time to time.
Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges means the charges payable by you to us calculated in accordance with the Rate Card as further detailed on the Portal for the VerifiedVisitors Service and Portal and any other paid-for functionality or services we may make available to you from time to time.
Commencement Date: the date your account is registered online via https://app.verifiedvisitors.com/register for Portal access and other functionality.
Confidential Information in relation to each Party, means all information not publicly known and which is used in or otherwise relates to that Party's business, customers or financial or other affairs, in each case existing in any form, whether or not marked "confidential information", and all other information clearly designated by the disclosing party as "Confidential".
Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (the “GDPR”); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Documentation means the documentation made available to you by us from time to time via the Portal in relation to the provision of the VerifiedVisitors Service and Portal, including custom integration documentation, diagnostics and API and service descriptions.
Free Trial means the trial period of access to the VerifiedVisitors Service and Portal that we may make available free of charge at our complete discretion, as further described on our Portal.
Force Majeure Event means an event which is beyond the reasonable control of the Party seeking to rely on such event including riot, civil unrest, military action, terrorism or war (whether declared or not) or threat of or preparation for war; damage to or destruction of premises or equipment, or breakdown of equipment, in each case not attributable to the Party seeking to rely on such event; interruption or failure of a utility service or telecommunications network and/or breakdown of plant or machinery; severe delays or disruptions to the use of railways, shipping, aircraft, motor transport or other means of public or private transport; any change in Applicable Law which materially impacts a Party’s ability to perform any obligation under this Agreement and/or significantly increases the costs to be incurred and/or effort to be expended by any Party in performing its obligations under this Agreement; earthquake, storm, fire, flood, landslide or other natural disaster; and industrial action, strikes or lock-outs by employees of third parties (excluding sub-contractors and suppliers of the Party seeking to rely on such event unless no substitute is reasonably available).
Go Live means the date immediately following the end of any Trial Period (in the case that there is no Trial Period, this shall be the date that Customer registers an Account).
Insolvency Event means where a Party either (i) is unable to pay its debts as they fall due (ii) commences negotiations with creditors with a view to rescheduling any of its debts (iii) is, or begins to be put into administration, administrative receivership, receivership or is or begins to be wound up, or (iv) suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Intellectual Property Rights means all patents, rights to inventions, copyright and related rights, moral rights, database rights, trade marks and trade names, rights to goodwill and to sue for passing off, rights in designs, rights in Confidential Information (including know-how and trade secrets (including trade secrets as defined by the EU Trade Secrets Directive EU 2016/943)) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from, such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.
Portal means the web-based VerifiedVisitors portal used and accessed by Administrators to manage and access the VerifiedVisitors Service.
Rate Card means VerifiedVisitors’ rate card as made available to the Customer by VerifiedVisitors from time to time.
Term has the meaning given to it in Clause 9.1.
Test Environment means VerifiedVisitors’ testing environment sandbox that we may make available free of charge at our complete discretion, in which the Customer can test out the VerifiedVisitors Service in a trusted secure environment.
VerifiedVisitors Service means the AI-powered bot detection platform to protect your business online and secure your data and continuously verify the authenticity of your good bots..
Website means https://www.verifiedvisitors.com/ as may be updated by us from time to time.
- In this Agreement:
- use of the singular includes the plural and vice versa, and use of any gender includes the other genders;
- a reference to a Party is to a party to this Agreement and includes that Party’s personal representatives, successors and permitted assignees;
- a reference to persons includes individuals, corporations, unincorporated bodies and associations which are recognised at law (whether or not having separate legal personality);
- a reference to a Clause is to the relevant clause of this Agreement, and a reference to an Appendix is to the relevant appendix to this Agreement;
- any reference to a statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it as from time to time amended, extended, consolidated, re-enacted, replaced, superseded or otherwise converted, modified or incorporated into law;
- general words are not to be given a restrictive meaning because they are followed by examples, and any words introduced by the word “including” or any similar expression are to be construed as illustrative and shall not limit the sense of the related general words; and
- any negative obligation of any Party shall be construed as if it were also an obligation not to permit the relevant act or thing, and any positive obligation of any Party shall be construed as if it were also an obligation to procure that the relevant act or thing be done.
- The headings and any table of contents in this Agreement are included for convenience only and are not intended to affect the interpretation of this Agreement.
- So far as possible all provisions of this Agreement should be interpreted in such a way that they are consistent with each other, but if there is any conflict or ambiguity between provisions of this Agreement, the order of precedence for this Agreement shall be the order of the Clauses (from first to last).
- VerifiedVisitors' Obligations
- Subject to Clause 2.6 we shall provide the VerifiedVisitors Service and Portal to you substantially in accordance with the Documentation, in accordance with all Applicable Law and with due care and skill. We may amend the Documentation in our sole and absolute discretion from time-to-time.
- Subject to Clause 2.6 and your compliance with this Agreement we shall use reasonable endeavours to make the VerifiedVisitors Service and the Portal available 24 hours a day, seven (7) days a week, except for maintenance, of which we shall provide advance electronic notice (where possible).
- We do not:
- warrant that the VerifiedVisitors Service or Portal will meet your requirements or that their operation or availability will be uninterrupted or error-free;
- warrant that the VerifiedVisitors Service or Portal are compatible with your or any third party’s software or equipment;
- provide the VerifiedVisitors Service in relation to DDOS “amplification” attacks; or
- take responsibility 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 VerifiedVisitors Service, Portal and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities outside of our reasonable control.
- Except as expressly set out in this Agreement, we expressly disclaim and exclude all representations or warranties of any kind, whether express or implied, to the maximum extent permitted by Applicable Law in relation to any aspect of the VerifiedVisitors Service, Portal and Documentation including without limitation, those concerning satisfactory quality or fitness for purpose.
- We may make new updates, releases, patches and upgrades available to you from time to time at our sole discretion.
- Notwithstanding any provision to the contrary in this Agreement any access to VerifiedVisitors Service, Portal and Documentation we make available during a Free Trial or in a Test Environment is provided “as is” and “as available”. To the maximum extent permitted by Applicable Law, we make no warranties or guarantees either express or implied arising by law or otherwise in relation to the Free Trial and Test Environment. For the avoidance of doubt Clause 4 shall not apply to the provision of the Free Trial and Test Environment. We may modify, amend, remove or terminate the Free Trial and Test Environment or any part thereof at our discretion. We will use all reasonable endeavours to notify you in advance.
- Customer Obligations
- You must register an Account with us in order to access and use the VerifiedVisitors Service, Documentation and Portal. You must ensure that the information uploaded to and maintained on your Account, including your access list, contact information and billing information, is kept accurate and up to date at all times. We take no responsibility to any act or omission resulting from your failure to keep such information up to date.
- You permit us to, in relation to all of your websites to which we will provide the VerifiedVisitors Service, access and connect to such websites, read and retain a copy of the web logs relating to such websites, push rules to the firewall access control list of such websites and do all other acts required to provide the VerifiedVisitors Service.
- You acknowledge and agree that we may collect, aggregate and anonymise data relating to bots attempting to access your website(s) (the “Derived Data”) and, as between the parties such Derived Data shall be owned by us.
- You agree not to, and will not permit others to: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the VerifiedVisitors Service; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the VerifiedVisitors Service or Portal; (c) violate any Applicable Laws, rules or regulations in connection with your access to or use of the VerifiedVisitors Service or Portal; (d) remove, alter or obscure any of our proprietary notices (including any notice of copyright or trademark) or those of our affiliates, partners, suppliers or the licensors of the VerifiedVisitors Service or Portal; (e) use the VerifiedVisitors Service or Portal for any revenue generating endeavour, commercial enterprise, or other purpose for which it is not designed or intended; (f) use the VerifiedVisitors Service or Portal for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software that we offer; (g) use any of our proprietary information or interfaces or other Intellectual Property Rights in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the VerifiedVisitors Service or Portal.
- Charges and Payment
- In consideration for your use of and access to the VerifiedVisitors Service, Portal and Documentation, you shall pay the Charges to us on and in accordance with the terms of this Agreement.
- Payment. The default position is that you pay the Charges automatically via debit or credit card (“Automatic Payments”), however, you may choose to make payments other than by Automatic Payment (in the manner set out in Clause 4.2.2) by indicating this in the Portal.
- If you pay via Automatic Payment, payments shall be taken monthly in arrears on the anniversary of Go-Live (excluding any Trial Period).
- If you opt to pay otherwise than via Automatic Payment, you shall receive an invoice each month on the anniversary of Go Live (excluding any Trial Period) for the Charges incurred in the previous month. You shall pay each invoice submitted to you by us within seven (7) days of the date of such invoice to a bank account nominated in writing by us from time to time.
- Without prejudice to any other right or remedy that it may have, if you fail to pay us any sum due under this Agreement on the due date:
- you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 4.3.1 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
- we may suspend provision of the VerifiedVisitors Service and Portal until payment has been made in full.
- All sums payable to us under this Agreement:
- are exclusive of VAT, and you shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
- shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Each of the Parties recognises that in the course of negotiating and/or performing this Agreement it may receive Confidential Information belonging or relating to the other Party.
- Subject to Clauses 5.3 and 5.4, each Party agrees in relation to the Confidential Information relating to the other Party:
- not to use such Confidential Information for any purpose other than the purpose for which it is made available under this Agreement;
- not to disclose such Confidential Information except to such of its employees and permitted sub-contractors who need to know such Confidential Information for the purposes of performing its obligations, and/or exercising its rights, under this Agreement; and
- to use reasonable care (and in any event not less than the care which it uses to protect its own Confidential Information) to keep, and to ensure that its employees and sub-contractors keep, all Confidential Information confidential.
- The obligations in this Clause 5.3 shall not apply in relation to:
- information which is or becomes public knowledge other than as a result of a breach of this Agreement or any other duty of confidentiality; or
- information which the Party using or disclosing such information:
- knew before it was first disclosed to it by or on behalf of the other Party, and in respect of which the Party using or disclosing such information was not under any other duty of confidentiality; or
- received from a third party entitle to disclose the same.
- Each Party shall be entitled to disclose Confidential Information to the extent it is required to do so:
- by any Applicable Law or by a Court, arbitral or administrative tribunal; or
- by any regulatory body (including any investment exchange),
provided that, to the extent it is legally permitted to do so, it gives the other Party as much prior notice of such disclosure as possible and takes into account any reasonable requests of the other Party in relation to the form and content of such disclosure; or
- in order to give proper instructions to any professional adviser of such Party who has an obligation to keep such Confidential Information confidential.
- On expiry or termination for any reason of this Agreement, each Party shall return to the other Party, or destroy, any and all documents and materials in its possession or control which contain or reflect any Confidential Information relating to the other Party, and erase (without possibility of reconstitution) any Confidential Information relating to the other Party which it has stored in electronic form; each Party may require the other to certify its compliance with this Clause 5.5. Nothing in this Agreement shall require any Party to return or destroy any document, material or record which it is required to retain by Applicable Law or to satisfy the requirements of any relevant regulator.
- This Clause 5 shall survive the expiry or termination for any reason of this Agreement.
- Proprietary Rights and Indemnification
- You acknowledge and agree that we and/or our licensors own all of the rights (including the Intellectual Property Rights) in the VerifiedVisitors Service, the Portal and the Documentation. Except as expressly stated herein, this Agreement does not grant you any rights (including the Intellectual Property Rights) in respect of the VerifiedVisitors Service, Portal or the Documentation.
- We confirm that we have all the rights in relation to the VerifiedVisitors Service, Portal and Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Agreement.
- You shall defend, indemnify and hold us harmless against all 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 VerifiedVisitors Service, Portal and/or Documentation other than in accordance with this Agreement.
- Subject to Clauses 6.5 and 6.6, we will indemnify you and keep you fully and effectively indemnified on demand from and against any and all claims made against you alleging that the permitted use of the VerifiedVisitors Service or Portal infringes the Intellectual Property Rights of a third party (an "IPR Claim"). Such indemnity will include all losses, damages, costs and expenses incurred by you as a consequence of or in connection with such claim. This indemnity shall not apply to our provision of the VerifiedVisitors Service, Portal or Documentation or your use of the same during the Free Trial or in a Test Environment.
- Immediately upon becoming aware of an IPR Claim which might give rise to any liability on us to indemnify you under Clause 6.4, you will: (a) give us written notice of the IPR Claim; (b) allow us to assume the control and conduct of the defence and settlement of the IPR Claim; and (c) give us such assistance as we may reasonably require in the defence, settlement or compromise of the IPR Claim.
- The indemnity in Clause 6.4 will not extend to any IPR Claim which arises as a result of: (a) your use of the VerifiedVisitors Service otherwise than in accordance with this Agreement and/or the Documentation; (b) any modifications to the VerifiedVisitors Service or Portal made by any person other than us, our employees or agents or any modifications made by any other person where such modifications have not been authorised by us; and/or (c) use of the VerifiedVisitors Service or Portal for a purpose not specified in this Agreement or otherwise contemplated by this Agreement.
- At any point after the occurrence of an IPR Claim, we may at our own option and expense: (a) procure for you the right to continue using the VerifiedVisitors Service or Portal in the manner contemplated by this Agreement; or (b) replace or modify the VerifiedVisitors Service or Portal so that it no longer infringes the rights of any third party (provided that any such replacement or modification of the VerifiedVisitors Service or Portal will not materially affect the functionality of the VerifiedVisitors Service or Portal); or (c) in the event that neither of the options 6.7(a) and 6.7(b) is available, we may terminate this Agreement.
- Data Protection
- Each Party will comply with its respective obligations under the Data Protection Legislation. This Clause 7 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Data Protection Legislation.
- The Parties acknowledge that for the purposes of the Data Protection Legislation, subject to Clause 7.4 you are the controller and we are the processor. Appendix 1 sets out the scope, nature and purpose of processing, the duration of the processing and the types of personal data and categories of data subject.
- Without prejudice to the generality of Clause 7.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this Agreement.
- Without prejudice to the generality of Clause 7.1, we shall, in relation to any personal data processed in connection with the performance of our obligations under this agreement:
- process that personal data only on your documented written instructions unless we are required by Applicable Law to otherwise process that personal data. Where we are relying on the laws of a member of the European Union or European Union law as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Law unless the Applicable Law prohibits us from so notifying you;
- immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation;
- ensure that we have 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;
- ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
- not transfer any personal data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:
- either Party has provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- we comply with reasonable instructions notified by you to us in advance with respect to the processing of the personal data;
- assist you, at your 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;
- notify you without undue delay on becoming aware of a personal data breach;
- at your written direction, delete or return personal data and copies thereof to you on termination of this Agreement unless required by Applicable Law to store the personal data; and
- maintain complete and accurate records and information to demonstrate our compliance with this Clause 7 and allow for audits by you or your designated auditor.
- You consent to us appointing third party processors of Personal Data under this Agreement. We confirm that we have entered or (as the case may be) will enter with the third party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 7 and in either case which we confirm reflect and will continue to reflect the requirements of the Data Protection Legislation. We shall inform you of any proposed changes to its third party processors to give you the opportunity to object. As between the Parties, we shall remain fully liable for all acts or omissions of any third party processor we appoint pursuant to this Clause 7.
- Neither Party excludes or in any way limits its liability for fraud or fraudulent misrepresentation, death or personal injury caused by its negligence, and/or any other liability to the extent such liability may not be excluded or limited as a matter of Applicable Law.
- Subject to Clause 8.1 neither Party shall be liable to the other under or in connection with this Agreement for any and all of the following, howsoever arising and whether foreseeable or in the contemplation of the Parties arising out of breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise:
- loss of: income; actual or anticipated profits; goodwill or reputation; anticipated savings;
- loss of, damage to or corruption of data and/or loss or theft of, or damage to, any medium on which data is stored (only to the extent the same is not a breach of Clause 5 or 7);
in each case whether arising directly or indirectly; and/or
- indirect or consequential loss or damage of any kind.
- Subject to Clauses 8.1, 8.2 and 8.4, our aggregate liability to you in respect of each claim or series of related claims of any nature arising directly or indirectly out of or in connection with this Agreement (including as a result of breach of contract, negligence or any other tort, and/or in relation to any indemnity, under statute or otherwise) will be limited in respect of all incidents or series of incidents occurring in any one (1) calendar year, to the greater of:
- £1,000 (one thousand pounds); and
- the aggregate fees paid and/or payable under this Agreement in respect of the calendar year in which such claim (or series of incidents) occurs.
- Subject to Clauses 8.1 and 8.2, we shall have no liability to you in relation to any act or omission relating to the Trial Period.
- Term, Termination and Suspension
- This Agreement shall commence on the Commencement Date and shall continue in force until terminated in accordance with this Clause 9 (“Term”).
- We may suspend your access to the VerifiedVisitors Service and/or the Portal immediately on notice to you:
- if you breach or we have reason to suspect you may have breached Clause 3.4; and
- if any Charges become overdue in accordance with Clause 4 and remain unpaid 30 days after we have given you notice that such Charges are overdue.
- If either of the suspension events set out in Clause 9.2 continue for longer than 30 days following the initial notification of suspension, this shall be considered an irremediable material breach for the purposes of Clause 9.5.
- You may terminate this Agreement:
- at the end of the Trial Period; or
- if on monthly billing plan at any time by providing us with at least 30 days’ written notice.
- If on a yearly or multi-year billing plan by providing us with at least 30 days’ written notice before the end of the yearly term.
- Either Party may terminate this Agreement with immediate effect if:
- the other Party commits a material breach of any 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; or
- the other Party suffers an Insolvency Event.
- We may terminate this Agreement immediately on notice to you if we consider that you are accessing the VerifiedVisitors Service or Portal in bad faith (as determined by us).
- Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.
- On termination of this Agreement for any reason:
- all rights granted to you under this Agreement shall cease and you shall cease all activities authorised by this Agreement;
- you shall permanently delete and make no further use of any data, materials or other content obtained from us under this Agreement (and all copies of them);
- each Party shall return and make no further use of any other equipment, property, Documentation and other items (and all copies of them) belonging to the other Party;
- without prejudice to our obligations under Clause 7, we may retain your data for legal, regulatory, audit, and compliance reasons; and
- 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 this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
- FORCE MAJEURE
- No Party shall have any liability under this Agreement for any delay or non-performance of its obligations under this Agreement arising from any Force Majeure Event.
- The Party affected by any Force Majeure Event shall as soon as reasonably practicable notify the other Party of such event, the obligations which are affected by such event and its expected duration, and shall take all reasonable steps to mitigate the effects of such Force Majeure Event including reinstating and (re-)performing any obligation affected by any Force Majeure Event as soon as possible after such Force Majeure Event has ceased to apply.
- If a Force Majeure Event prevents a Party performing its obligations under this Agreement, then the other Party shall be entitled to terminate this Agreement with immediate effect by giving the Party prevented from performance written notice, if the Force Majeure Event has prevented (or the other Party reasonably concludes that there is no reasonable prospect that the Force Majeure Event will not prevent) performance for more than 30 days.
- ENTIRE AGREEMENT
- This Agreement constitutes the entire agreement and understanding between the Parties relating to its subject matter and supersedes any previous agreements, discussions, correspondence, negotiations, drafts, promises, assurances, warranties, representations and/or undertakings between the Parties relating to any of such subject matter.
- Each Party acknowledges and agrees that in entering into this Agreement all statements, representations, warranties and undertakings on which it relies are incorporated into this Agreement and it does not rely on (and shall have no remedy in respect of) any statement, representation (including any misrepresentation), warranty or undertaking (whether negligently or innocently made) of any person (whether party to this Agreement or not) (in each case whether contractual or non-contractual) which is not expressly set out in this Agreement.
- DISPUTE RESOLUTION
- If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (a “Dispute”) then except as expressly provided in this agreement, the Parties shall attempt in good faith to resolve the Dispute.
- If the Dispute is not resolved within 60 days after initial notification of the Dispute (or such other time period as the Parties may agree), either Party can submit the Dispute to be finally resolved by the courts of England and Wales in accordance with Clause 13.11.
- Assignment. Subject to Clause 7.6 neither Party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other Party.
- Variation. We reserve the right to vary the terms of this Agreement from time to time, and shall notify you electronically (for example, by emailing you or notifying you via your Account). Unless you notify us and exercise your right to terminate in accordance with Clause 9 within 14 days of our notification to you, your continued access to and/or use of the VerifiedVisitors Service and Portal shall constitute acceptance of the varied terms.
- Waiver. No forbearance or delay by any Party in exercising or enforcing any right (and/or the continued performance of this Agreement) shall prejudice or restrict the rights of that Party, and no waiver of any right or of any breach of any contractual term shall be deemed to be a waiver of any other right or other breach. No single or partial exercise of any remedy shall restrict the further exercise of that or any other right or remedy. The rights and remedies provided by this Agreement are cumulative and, except as provided in Clauses 11 and 13.7, the rights and remedies provided in this Agreement are in addition to and not exclusive of any right or remedy provided by law.
- Severance. If and to the extent that any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction or agreed by the Parties to be invalid, unenforceable or illegal, that provision shall be deemed to be deleted and the other provisions shall remain unaffected and in full force.
- Conflict. If there is an inconsistency between any of the provisions of this Agreement and the provisions of any invoice or purchase order, the provisions of this Agreement shall prevail.
- No Partnership. Nothing in this Agreement shall be construed as constituting or evidencing any partnership, contract of employment or joint venture of any kind between the Parties. No Party shall have authority to make any representation for or act as agent for or in the name or on behalf of another Party in any way.
- Third Party Rights. Subject to the rights of your Affiliates to access the VerifiedVisitors Service and Portal on and subject to the terms of this Agreement, no term of this Agreement is intended to confer a benefit on or to be enforceable by any person who is not a party to this Agreement (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
- Notices. Any notice (other than maintenance notices) given under this Agreement shall be in writing and must be delivered personally, or sent by pre-paid first class post or other next Business Day delivery service or recorded delivery service, to the recipient Party at the address given at the start of this Agreement or such other address as has been notified by the recipient Party to the other Party in accordance with this Agreement or by email to legal@VerifiedVisitors.com (in the case of notice to VerifiedVisitors only) or to the Customer contact email address provided in the Portal (in the case of notice to the Customer only) as applicable with the following subject line: “NOTICE RE VerifiedVisitors CUSTOMER CONTRACT”.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
- Governing Law. This Agreement (and any non-contractual obligations arising out of or in connection with it and any claim or dispute in relation to its formation) shall be governed by and interpreted in accordance with English law.
- Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising out of, under or in connection with this Agreement (and any non-contractual obligations arising out of or in connection with it and any claim or dispute in relation to its formation).
These terms and conditions are effective as of 01-01-2021.
Details of Data Processing
- The subject matter of the personal data (summary description)
Personal data relating to you and your employees as necessary to properly provide the VerifiedVisitors Service, Portal and Documentation.
- Duration of the processing of the personal data
The processing will continue for the duration of this Agreement and after if required by Applicable Law.
- The purpose of the processing of the personal data
The personal data will be processed in order to provide the VerifiedVisitors Service, Portal and Documentation.
- The nature of the processing of the personal data
The personal data will be processed by us to support, authenticate, monitor and maintain records regarding the use of the VerifiedVisitors Service and Portal by the data subjects.
- A description of the types of personal data
The personal data will be business email addresses, first names, surnames, web domains and IP addresses.
- A description of the categories of data subjects
The data subjects will be:
Users of the VerifiedVisitors Service and Portal and (where permitted) your Affiliates’ current employees and independent contractors.
- The obligations and rights of the Customer as controller.
As set out in this Agreement.