Terms of Service
This agreement ("the Agreement") is entered into by Intervision Software Ltd ("Intervision Software"), a company registered in England and Wales with company number 7513195, and the entity in agreement to these terms ("the Customer"). This agreement is effective as of the first monies received from the Customer paid to Intervision Software for use of products and services, collectively known as ("the Services").
If you are accepting on behalf of your employer or another entity you represent, you warrant that: (a) you have full legal authority to bind your employer or the applicable entity to these terms and conditions; (b) you have read and understood the Agreement; and (c) you agree, on behalf of the entity that you represent, to the Agreement. The Agreement governs the Customers access to the use of the Services.
- A company or entity level account comprising records and settings shared by multiple Users.
- A single person given access or use of secured areas of the Services.
- A set of usage rights and limits describing how a Customer may use the Services and to what extent.
1. Restrictions on Use
Unless given prior written consent from Intervision Software, the Customer agrees to not, and to endeavor to ensure to a commercially reasonable level that related third parties do not:
- 1.1 Use the Services for illegal or risky activities, as governed by laws set forth by the United Kingdom and the Customers operating jurisdiction;
- 1.2 Attempt to circumvent any restrictions of the Services;
- 1.3 Duplicate, Reproduce or Copy any aspect of the Services;
- 1.4 Sell or Resell the Services or any part of the Services to any third party;
- 1.5 Use Bots, Scripts or other automated systems to access or perform tasks on any part of the Services other than the API (Application Programming Interface);
- 1.6 Hot link any files stored on the Services for use on external websites, hot linking is defined as the act of linking to a resource on a third party entity and using it to serve content to end users without downloading a local copy, increasing the bandwidth utilisation and cost to the source server;
- 1.7 Use the Services to facilitate in any way the sending of bulk unsolicited emails.
2. Licensing, Ownership and Access Rights
- 2.1 The customer understands that they are licensing access to and use of the Services as an End User for the term of payment, and at no time do they gain any rights to the Services, or the source code comprising the Services.
- 2.3 Under no circumstances is Intervision Software required to give the Customer or any third party FTP access to the Services or the Customers Website, the Customer shall have full read/write access to the files comprising the presentation layer of their website through administrator features of the Services.
3. Feedback and Feature Requests
Terms for the use of Feedback and Feature Requests, collectively known as ("Feedback").
- 3.1 Customers can submit Feedback using the "Help" area of the Services or by emailing directly to Support, Intervision Software will review all Feedback and where suitable, incorporate it into the development roadmap for the Services.
- 3.2 The Customer understands that by submitting Feedback to Intervision Software they waive all rights to the Feedback, including but not limited to intellectual ownership, confidentiality, copyright or exclusivity.
- 3.3 Intervision Software are not required to make their development roadmap publicly accessible.
- 3.4 No guarantees are made if Feedback will be acted upon.
- 3.5 The Customer understands that Advance Agent is a multi tenant software application used by many Customers, and therefore changes specific to an individual customer are not feasible.
4. Feature Sponsorship
- 4.1 At Intervision Software's discretion, Customers may sponsor features in the development roadmap to prioritise its development, in this event Intervision Software will produce an estimate for the project and the Customer will be invoiced for 15% of the development costs.
- 4.2 The Customer understands that they do not gain any rights over the feature being sponsored other than that of an End User, and that the feature will be made generally available to all Customers.
- 4.3 Intervision Software reserve the right to decline feature sponsorship if it is found to not be commercially viable at the time.
- 5.1 Themes are licensed for use on a single website only. The Customer does not have rights to reuse, resell or redistribute the Theme or parts of the Theme without written permission from Intervision Software.
- 5.2 The intellectual property rights of the Theme belong to Intervision Software, exceeding or failing to comply with these rights may result in legal action and or termination of your Services.
- 5.3 Intervision Software reserve the right to modify messages on your website regarding the theme of the website to correctly establish legal rights in the event that this information is stated wrongly.
- 6.1 The Customer retains full rights to any data uploaded to the Services, including copyright, intellectual, and legal responsibility.
- 6.2 Data may be transferred over unencrypted networks during transmission and processing.
- 6.3 Unless otherwise stated, uploaded assets should not be considered secure. Standard assets are uploaded to public accessible storage only requiring an 8 digit unique identifier provided in the access URL, providing only security by obscurity.
- 6.4 Secured asset storage is encrypted and stored on private storage requiring authentication, access to Secured assets is given through a time sensitive lock mechanism. At no time can this information be accessed without security credentials.
- 6.5 Intervision Software will make commercially reasonable measures to secure the Customers data against accidental damage or loss. Servers and Databases are backed up daily with a 7 day retention, weekly backups are also taken with a 6 week retention. Assets are stored and replicated in multiple physical locations with at least 2 copies.
- 6.7 Data Protection and GDPR. Both Intervision Software's and the Customers obligations towards processing of Personal Data are regulated under the Data Processing Agreement, an addendum to this document available seperately. By accepting these terms the Customer also accepts the Data Protection Agreement.
- 7.1 The Customer agrees to not generate or facilitate unsolicited bulk email through any use of the Services.
- 7.2 The Customer agree's that unsubscribe links will be included in any automated emails in accordance with the law (European Union Directive on Privacy and Electronic Communications 2002/58/EC), allowing contacts to set their record to email opt-out. The Customer will not override this setting without explicit consent from the contact.
- 7.3 Intervision Software maintain a record with major email providers to certify that all mail originating from the Services is legitimate and does not constitute spam or other unsolicited mail. In the event that any email recipients make a complaint or mark an email as spam, this is recorded and Intervision Software are informed, excessive negative feedback will result in the blocking of all Intervision Software servers from delivering mail to the email provider in question. Therefore, in a bid to protect all Customers and maintain an acceptable level of service, the Customer agree's that excessive notifications against email originating from their account will result in the termination of all ability to send email from the Customers account and thereby the Customer agrees to responsible email use.
8. Property Sharing
Concerns property sharing within the Services, the customer making properties available to another is known as "the Provider" and the customer gaining access to those properties is known as "the Recipient".
- 8.1 Customers establishing an agreement to share properties do so under their own discretion. Intervision Software hold no legal requirement over either party and any requirements wished for by either party should be made in a agreement between the Provider and Recipient. Intervision Software is involved only with the transfer and availability of data between the accounts concerned and will not be held liable to any legal ramifications resulting from the sharing of properties between a Provider and Recipient.
- 8.2 As a Recipient of a property share agreement, you understand that the Provider may remove your access to their properties at any time, without notice or reason.
- 8.3 Intervision Software will not be held responsible for the content made publicly available on your site as a result of a relationship between you as a Recipient and Provider, including but not limited to any water marks on images or references to the Provider in descriptive text.
9. Account Limits and Package
- 9.1 The Customer understands that their usage of the Services will be limited to their Package.
- 9.2 Use of a single User account by multiple people is prohibited, multiple users can be defined in the "Settings" area of the Services.
- 9.3 Use of "Unlimited" as a limit quantifier is subject to fair and reasonable use. If a Customer is found to have excessive usage of any package limit they may be subject to additional charge.
10. Service Level Agreement
- 10.1 During the term of the Agreement, any hosted software or websites provided by Intervision Software as part of the Services will be operational and available to the Customer at least 99.9% of the time in any calendar month.
10.2 Failure to meet this target will result in service credits becoming available to the Customer representative of the amount of downtime
suffered. Service credits will be awarded under the following circumstances:
Total uptime for calendar month Days of Service credit awarded Under 99.9% to 99.0% 3 Under 99.0% to 95.0% 5 Under 95.0% 10
- 10.3 Uptime is calculated as the total number of minutes in a calendar month minus the total number of minutes of service unavailability in a calendar month, divided by the total number of minutes in a calendar month.
- 10.4 Service unavailability is defined as a sustained server-side error rate of over 5%, preventing the Customer from accessing the Services reliably, not including planned maintenance and third party issues.
- 10.5 Planned maintenance is carried out between 23:00 and 6:00 GMT and is not usually for longer than a period of 10 minutes, although some longer periods may be required for server upgrades and large feature deployments.
- 10.6 In order to receive any of the Service Credits described above, the Customer must notify Intervision Software within 30 days of becoming eligible. Failure to comply with this requirement will forfeit the Customers right to receive Service Credits.
- 10.7 The maximum number of service credits to be issued by Intervision Software to a Customer in a calendar month is 10.
11. Technical Support
- 11.1 Technical support is provided by email / support portal, available Monday-Friday 9:00 AM - 5:00 PM GMT.
- 11.2 Intervision Software are only required to support the Customer and their Users, Third parties will be supported at Intervision Softwares discretion and may result in a charge to the Customers account.
- 11.3 Technical support covers any issues relating to use of the Services not extending to client side network, computer or specific software issues including web browsers and email clients.
11.4 Technical support is categorised as the following;
- 11.4.1 General Questions and Feedback - Free.
- 11.4.2 Change Request (Paid) - Requests to change aspects of the Customers Website or carry out a task on behalf of the Customer, charged at £15 for the first 15 minutes, and £15 per 15 minutes thereafter. Customers requiring large blocks of work should request a quote for the full project.
- 11.5 Monitoring of servers and services is provided from multiple locations around the world at 1 minute intervals. On call engineers are alerted to any failures by email and text message.
- 11.6 Intervision Software will make all ongoing issues known on the operations twitter feed, as well as a live status report at status.advanceagent.co.uk
12. Payment and Invoicing
- 12.1 Invoices are raised at 30 or 90 day intervals.
- 12.2 Invoices are to be paid in advance of any Services rendered, renewal invoices should thereforebe paid 10 days before the current Service term expires.
- 12.3 Add-on Services or any Services chargeable outside of the usual invoice term will be added to the next due invoice or charged instantly at a pro-rata rate until the next invoice term.
- 12.4 Invoices are issued by email as a PDF attachment and sent to the designated account administrator.
- 12.5 Payment is required within 15 days of the invoice issue date, payment is defined as the funds being cleared in Intervision Software's account, therefore Customers should arrange any transfers before the due date.
- 12.6 Payments are to be made by Credit/Debit card, or Bank Transfer. Cheques or Cash are not accepted.
- 12.7 Late payments may be subject to interest at the Bank of England's active base rate + 7.5%, accrued daily against the outstanding debt from the invoice due date onwards.
- 12.8 Late payment may result in suspension or termination of Services to the Customer.
- 12.9 Invoices issued in currencies other than GBP may be subject to a small additional fee to cover exchange rate fluctuations and banking fees.
- 12.10 Intervision Software do not provide refunds.
- 13.1 A Referral is defined as a contact referred to Intervision Software who has been qualified by the Customer and is known to be interested in services provided by Intervision Software and has the means to purchase such services in the short to medium term (3 months~).
- 13.2 It is the Customers responsibility to inform Intervision Software in a timely manner that they have referred a contact. Referrals will be honoured only if the Customer has indicated that they had referred the contact within 10 days of the contact contacting us and upon confirmation from the contact.
- 13.3 Successful referrals will result in a reward being credited to the Customers account equaling 50% of the referrals initial monthly package fee, followed by 10% of their monthly package fee for the remainder of the duration that they remain a customer. This calculation does not include any one off charges made to the referral such as Setup and Training.
- 13.4 Referral rewards are credited to the Customers account upon receipt of payment from the Referral, and will be discounted from the Customers next invoice.
- 13.5 Referral rewards are not issued to non Intervision Software Customers, termination of Services will result in loss of all future referral payments.
14. Changes to the Service and Pricing
- 14.1 Changes may be made to the Services in the form of bug fixes, optimisations, new features and changes to existing features, these changes shall be deemed to be subject to this Agreement upon availability to the Customer.
- 14.2 Intervision Software may make commercially reasonable changes to the pricing of the Services upon 28 days notice to the Customer.
- 14.3 Intervision Software may choose to "Grandfather" the Customer's pricing agreement so that they will not be subject to large pricing changes, the Customer can choose to accept and move to the new pricing structure at any time.
15. Cancellation and Termination
- 15.1 Intervision Software may terminate this agreement at any time by giving 28 days notice by email to the Customer.
- 15.2 The Customer may terminate this agreement at any time by giving 28 days notice to Intervision Software.
- 15.3 All fee's due must be paid until the end of the notice period.
- 15.4 The Customers data will be made available for download for 10 days upon termination of Services, after which all Customer data will be removed from our Services indefinitely.
16. Limitation of Liability
- 16.1 The Customer expressly understands and agrees that Intervision Software will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, reputation, use, data or other intangible losses resulting from the use or inability to use the Services provided by Intervision Software.
- 16.2 In no event shall Intervision Software or our suppliers be liable for loss of profits or any special, incidental or consequential damages arising out of or in connection with our Services or this Agreement however arising, including negligence. The Customer agrees to indemnify and hold Intervision Software, its partners, directors, agents and employees harmless from any claim of demand, including reasonable legal fee's, made by any third party due to or arising of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or rights of a third party.
17. Changes to this Agreement
- 17.1 Intervision Software may make commercially reasonable changes to this Agreement from time to time.
- 17.2 Customers will be notified by email or notification within the Services of any changes to this Agreement.
- 17.3 Should a change have an adverse impact on the Customer and the Customer does not agree to the change, the Customer must notify Intervision Software within 30 days after notification of the change.
- 17.4 Customers in disagreement with a change that have notified Intervision Software in the required time will be governed under the Agreement in effect immediately prior to the change until the end of the current payment term.
- 17.5 If the affected services are renewed, they will be renewed under the latest version of this Agreement.
- 18.1 This Agreement, and any proceeding arising from this Agreement, the Services or Intervision Software shall be governed by and construed in accordance with the laws of England and Wales.
- 18.2 The Customer agrees to submit exclusive jurisdiction to the courts of England and Wales and that any legal action has to be carried out in the court of England and Wales.
The failure of Intervision Software to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right of provision. This Agreement constitutes the entire agreement between the Customer and Intervision Software and governs the Customers use of the Services, superseding any prior agreements between the Customer and Intervision Software including but not limited to any prior versions of this Agreement.
|Date:||29/05/2012 1:10 PM GMT|
|Date:||22/05/2018 19:07 PM GMT|
|Comments:||Added GDPR Data Processing Agreement Clause|
Intervision Software Ltd
Registered in England & Wales, Company number 7513195
337 Bath Road, Slough, Berkshire, United Kingdom