Version 1.1 , 20 May 2018
2. Information about us
Previse Limited is a company registered in England and Wales with number 09117429 with its registered address and main trading address at Stapleton House (Block A, 2nd Floor), 110 Clifton Street, London EC2A 4HT. Previse Limited’s UK VAT number is 229 2869 74.
3.1 Basis of use
The availability and integrity of Previse’s Applications and Services is at our entire discretion. While we aim to ensure that Previse’s Applications and Services are normally available twenty-four hours a day, seven days a week, we make no commitment to maintain the availability or integrity of Previse’s Applications and Services and we will not be liable at all if, for any reason it is unavailable or not functioning correctly at any time or for any period due to maintenance or outages. We will not be liable for the transmission or receipt of any data or service to the extent it is provided to you through the interoperation with a third party network.
Whilst we make reasonable attempts to exclude viruses or other destructive computer codes from Previse’s Applications and Services, we do not accept any obligation, give no assurance and assume no liability or responsibility (whether express or implied) in relation to viruses or that computer code. You should take all appropriate safeguards before using Previse’s Applications and Services or viewing or downloading information from Previse’s Applications and Services.
Although we aim to ensure that the content of Previse’s Applications and Services is accurate, current and complete, we do not accept liability for any errors or omissions, or for the content becoming out of date. Neither we nor any third parties that provide content held or made accessible from Previse’s Applications and Services provide any warranty or guarantee (express or implied) as to the availability, accuracy, timeliness, fitness for purpose, compatibility, security, performance, correctness of calculation, completeness or suitability of the components, results, data, information, materials or other content found or offered on Previse’s Applications and Services for any particular purpose. You acknowledge that the content of Previse’s Applications and Services may contain inaccuracies or errors and we expressly exclude liability for any inaccuracies or errors to the fullest extent permitted by law.
The content of Previse’s Applications and Services is provided at our entire discretion and may be updated or changed without notice. We may suspend, discontinue, delete or change all or any part of Previse’s Applications and Services and the products and services offered via them at any time without notice. We will not be liable to you or to any other person in the event that all or any part of Previse’s Applications and Services is suspended, discontinued, deleted or changed in any way.
It is your sole responsibility to install, configure, maintain and obtain licenses for any software required to use and access Previse’s Applications and Services and for you to ensure this software is operating properly.
Previse’s Applications and Services are intended for use in the United Kingdom. We make no representation that the content held by or made available from Previse’s Applications and Services is appropriate or available for use in other locations. Those who choose to access Previse’s Applications and Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent any local laws are applicable.
3.2 Our intellectual property rights
Previse’s Applications and Services contain data, information, materials and other content and underlying intellectual property rights which are owned by or licensed to us. This content includes, but is not limited to, the design, layout, look, appearance, graphics, text and program code. Reproduction and any use of the content other than as permitted under Clause 3.1(c) is prohibited except as expressly authorised by us. All trade marks reproduced in Previse’s Applications and Services which are not the property of, or licensed to, us are acknowledged on Previse’s Applications and Services.
3.3 Information provided by you
Data and other information you provide to us (“Your Information”) will be used by us and our subcontractors to provide Previse’s Applications and Services to you and other users. By providing Your Information to us and our subcontractors, you grant us and our subcontractors a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully transferable and sublicensable licence to access, use, distribute, adapt, modify, incorporate, display, reproduce and transmit Your Information together with all underlying intellectual property rights to Your Information irrespective of whether those rights subsist now or come into existence in the future for the purposes described in this Clause 3.3.
- monitor and compile statistical and other information related to the performance, operation and use of Previse’s Applications and Services;
- use data from Previse’s Applications and Services for security and operations management, to create statistical analyses (which may include analyses concerning the likelihood and speed of repayment by and other financial performance measures relating to certain organisations) and for research and development purposes; and
- use data held in one part of Previse’s Applications and Services to corroborate, match with or enrich data held in other parts of Previse’s Applications and Services.
(together “Previse’s Applications and Services Analytics”). We may make the results of Previse’s Applications and Services Analytics publicly available. We retain all intellectual property rights in Previse’s Applications and Services Analytics.
You warrant, represent and undertake to us that:
- Your Information is true, complete and up-to-date;
- You have the rights and have made all notifications and obtained all consents, authorisations, approvals and licences necessary or desirable to grant us and our subcontractors the licence described in Clause 3.3(a) and that these rights, notifications, consents, authorisations, approvals and licences are and will remain in full force and effect; and
- For the avoidance of doubt, you have the rights and have made all notifications and obtained all consents, authorisations, approvals and licences necessary or desirable to allow us and our subcontractors to perform Previse’s Applications and Services Analytics on Your Information and that these rights, notifications, consents, authorisations, approvals and licences are and will remain in full force and effect.
3.4 Acceptable use of Previse’s Applications and Services
You will not, and will not authorise anyone else to:
- upload, e-mail or otherwise transmit to Previse’s Applications and Services any material that is:
- confidential that you do not have the right to disclose to us;
- in our opinion, racist, sexist, ageist, homophobic, pornographic, obscene, profane, vulgar or horrid, defamatory of any person or entity, abusive, threatening, otherwise likely to be harmful or otherwise offensive;
- likely to infringe or misappropriate any patent, copyright, trade mark, trade secret or any other intellectual property right of any other person or entity; or
- a virus, worm or Trojan horse, ransomwear, malware or any other computer code that is likely to disrupt, overload, harm or impair the functioning, integrity or availability of Previse’s Applications and Services;
- attempt to impersonate any other person, or otherwise misrepresent your identity, qualifications, affiliations or any other information about you;
- attempt to disrupt, overload, harm or impair the functioning of Previse’s Applications and Services or use Previse’s Applications and Services in such a way that disrupts, overloads, harms or impairs its functioning; or
- engage in any conduct that is in contravention of any relevant local, national or international law or which incites or encourages the contravention of any such law, is disruptive or is otherwise inappropriate
(together the “Acceptable Use Policy”).
Contravention of the Acceptable Use Policy may give to a claim for damages and/or be a criminal offence. If in our opinion, you have breached the Acceptable Use Policy, we may, at our sole discretion, terminate, suspend or remove your rights to access Previse’s Applications and Services.
4. Data processing terms
5. Liability and indemnity
5.1 Limitation of liability
- PREVISE’S APPLICATIONS AND SERVICES ARE PROVIDED “AS IS”. WE AND OUR AFFILIATES GIVE NO UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING PREVISE’S APPLICATIONS AND SERVICES, INCLUDING ANY WARRANTY THAT PREVISE’S APPLICATIONS AND SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR FREE OR FREE OF HARMFUL COMPONENTS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
- Notwithstanding Clauses 5.1.1 to 5.1.3, in no event will Previse be liable for any loss of profits, goodwill, reputation, data, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, loss or liability, whether or not Previse has been advised of the possibility of such loss, liability or damages.
You indemnify and will keep us and any other member of the Previse Group (the “Indemnified Parties”) indemnified against all Liabilities sustained or incurred by the Indemnified Parties as a result of the occurrence of any of the following:
- any claim that is made by one of your members of staff, clients, suppliers, contractors or any other third party against any member of the Previse Group that is connected to any allegation that you have breached any duty of confidentiality or obligation under Data Protection Legislation owed to that third party, and/or that you have infringed and/or any of Your Information infringes any of that third party’s intellectual property rights.
Any electronic communication will be effective only when actually received and, if received in the place of receipt after 5.00pm, will be deemed only to become effective on the next day.
Any communication made by way of letter will be effective when it has been left at the relevant address identified above or 3 Business Days after being deposited in the post (with postage prepaid) in an envelope addressed to the addressee at the relevant address identified above.
6.2 Assignment and sublicensing
6.3 Confidentiality and disclosure
6.5 No waivers
6.6 Third party rights
6.7 No partnership
6.8 Entire agreement
7. Term and termination
- nothing will affect any accrued rights or liabilities of either party at the date of the termination;
8. Governing law and jurisdiction
9. Definitions and interpretation
“Acceptable Use Policy” has the meaning described in Clause 3.4;
“Affiliates” means, in relation to a person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;
“Business Day” means a day other than a Saturday or Sunday on which banks are open for general interbank business in London, England;
“Data Protection Legislation” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
“EU Data Protection Laws” means the GDPR and the Privacy and Electronic Communications Directive 2002/58/EC, as implemented into and supplemented by domestic legislation of each EU Member State (such as by the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 in the UK) and as amended, replaced or superseded from time to time;
“GDPR” means the EU General Data Protection Regulation 2016/679;
“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary;
“Indemnified Parties” has the meaning described in Clause 5.2;
“Insolvency Event” means in relation to a party:
- the issue of a petition for its winding up;
- the convening of a meeting for the purpose of considering the passing of a winding-up resolution for its winding up (except for the purpose of a solvent amalgamation or reconstruction where the resulting entity is to assume all of its obligations under this Agreement);
- the making of an application to the court for an administration order or the filing at court of a notice of intention to appoint an administrator;
- a provisional liquidator, liquidator, administrative receiver, administrator, trustee or other similar officer taking possession of or being appointed over or an encumbrancer taking possession of the whole or substantially the whole of its property;
- a receiver being appointed over any part of its property;
- its making proposals for or entering into a company voluntary arrangement (within the meaning of Part I, Insolvency Act 1986) or otherwise making proposals for or entering into a compromise with the majority by value of its unsecured creditors;
- the filing of documents specified in Schedule A1, Insolvency Act 1986 with the court with a view to obtaining a moratorium pending its making proposals for a company voluntary arrangement;
- its being unable to pay its debts within the meaning of s123(1) Insolvency Act 1986 or being unable to pay its debts as they fall due; or
- any similar event occurs in any relevant jurisdiction;
“Liabilities” means any sum (present, contingent or future) payable by you to us including, without limitation, any damages, claims, losses, costs and expenses (including legal expenses on a full indemnity basis);
“Previse Group” means us and each of our Affiliates;
“Previse’s Applications and Services” means the “InstantPay” portal provided by Previse at https://previ.se/instantpay and any other domain through which Previse provides such service or other applications and services;
Unless a contrary indication appears, any reference to:
- the singular will include the plural and vice versa;
- a “Clause” is a reference to a Clause to these terms and conditions;
- the word “including” (and its derivations) must be construed as being for illustration or emphasis only and not as limiting the generality of any preceding words;
- the word “other” must not be construed as being limited by the context in which it appears or the words that precede it where a wider construction is possible;
- any “person” includes any assignee, transferee, successor-in-title, delegate or appointee of that person (but, in the case of you or us, only permitted assignees or transferees). It also includes any individual, company or other body corporate, any state or state agency or any unincorporated body, association, trust, joint venture, consortium or partnership whether or not having separate legal personality);
- a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
- a provision of law is a reference to that provision as amended or re-enacted;
- a time of day is a reference to local time in London, United Kingdom; and
- clause headings are for ease of reference only.