Terms of use

1. General

These terms of use (the “Terms of Use”) govern the use of Previse’s Applications and Services and Previse Limited’s (“we” and “us”, and “our”) relationship with the user of Previse’s Applications and Services and, in the case of an individual user that is employed by or otherwise works on behalf of one or more organisation(s), those organisation(s) that the individual user works for (together “you” and “your”) in relation to your use of Previse’s Applications and Services. You agree to be bound by these Terms of Use on the date that the user first accepts the Terms of Use by clicking on “Agree” on the acceptance of terms page, or on the date that the user first uses Previse’s Applications and Services, whichever occurs first (that date being the “Effective Date”). If you object to any of these Terms of Use, you cannot use Previse’s Applications and Services and you must cease using them immediately.

You warrant and undertake that: (i) you have full capacity and authority to agree to be bound by the Terms of Use (including, in the case of an individual user, on behalf of the organisation(s) that the user works for); (ii) you have and will maintain all necessary licences, consents and permissions necessary for the performance of your obligations under these Terms of Use; and (iii) you will comply with applicable laws and regulations with respect to your activities under these Terms of Use.

We recommend that you read these Terms of Use whenever you visit Previse’s Applications and Services as we may, without prior notice to you, amend or withdraw any content on or functionality of Previse’s Applications and Services and/or the Terms of Use under which Previse’s Applications and Services are used at any time. All changes will be effective when posted at https://previ.se/tou/ and are binding on you from that date. The current version of the Terms of Use will be displayed on this page.

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.

If you wish to contact us about these Terms of Use or Previse’s Applications and Services, please contact us at help@Previ.se.

3. Terms of use and conditions of use

3.1 Basis of use

Access to Previse’s Applications and Services are restricted to those users who we have invited to access Previse’s Applications and Services. All other access is strictly prohibited and no legal or natural person is permitted to use Previse’s Applications and Services unless we have invited him or her to access it. Subject to the remainder of these Terms of Use, you are responsible and liable for your use of Previse’s Applications and Services, and, in the case of an individual user that is employed by or otherwise works on behalf of one or more organisation(s), those organisation(s) that the individual user works for are jointly and severally liable with the individual user(s) for those individual user(s)’ use of Previse’s Applications and¬†Services in accordance with these Terms of Use (including compliance with the Acceptable Use Policy).

We may at our entire discretion, provide you with access to Previse’s Applications and Services via a weblink that we provide to you. You must treat that information as confidential and you must not disclose it to anyone else. You are responsible for all access and use of Previse’s Applications and Services conducted via weblinks that we send to you, whether authorised or unauthorised by you, by us or anyone else. If you know or suspect that someone else has access to a weblink we have provided to you or to your device in a manner that would enable them to access Previse’s Applications and Services you must notify us by contacting us immediately at help@Previ.se. We have the right to reset, disable or remove your right to access Previse’s Applications and Services at any time if in our opinion you have failed to comply with these Terms of Use or to prevent or address a threat to the security of Previse’s Applications and Services.

We grant you a non-exclusive licence to access and use Previse’s Applications and Services solely for the purposes of you receiving the services described at https://previ.se/. Previse’s Applications and Services are to be used for your internal business purposes only and you must not share your access of Previse’s Applications and Services with or make Previse’s Applications and Services available to any third parties for any purposes without our consent. You will not sell, lease, lend, resell, distribute, alter or amend your access to Previse’s Applications and Services or create adaptations based on Previse’s Applications and Services, nor will you reverse-engineer, disassemble or decompile Previse’s Applications and Services nor any part thereof or otherwise reduce Previse’s Applications and Services to any human-perceivable form. You will not create technical interfaces to Previse’s Applications and Services which enable the extraction of data from Previse’s Applications and Services unless that activity is expressly authorized in writing by us. We reserve any and all rights not expressly granted to you under these Terms of Use. We reserve the right to revoke this licence at any time and to change or withdraw access to Previse’s Applications and Services, or any part of it, at any time without notice for any or no reason. Previse’s Applications and Services will be made available from locations determined by us from time to time. We will have the right to select and change the locations used for the production of Previse’s Applications and Services from time to time without notice to you.

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.

From time to time Previse’s Applications and Services may include links to or content from other platforms, systems or websites (“Third Party Content”). Third Party Content is provided for your convenience to provide further information. We do not endorse that Third Party Content and we have no responsibility for the Third Party Content. Accessing or using any Third Party Content is conducted entirely at your own risk. Furthermore, the use of the Third Party Content may depend on the acceptance of separate terms and conditions applicable to the use of the Third Party Content which the relevant third parties may change with or without notice in their absolute discretion. We may update, change or modify these Terms of Use and/or Previse’s Applications and Services as a result of a change in, or unavailability of Third Party Content as described above. If any third party ceases to make its Third Party Content available to use with Previse’s Applications and Services on reasonable terms, as determined by us in our sole discretion, we may cease providing access to Previse’s Applications and Services without any liability to you. Any changes to Third Party Content, including their availability or unavailability will not affect your obligations under these Terms of Use and you will not be entitled to any refund, credit or other compensation due to any such changes.

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.

We may:

  1. monitor and compile statistical and other information related to the performance, operation and use of Previse’s Applications and Services;
  2. 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
  3. 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:

  1. Your Information is true, complete and up-to-date;
  2. 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
  3. 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:

  1. upload, e-mail or otherwise transmit to Previse’s Applications and Services any material that is:
    1. confidential that you do not have the right to disclose to us;
    2. 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;
    3. 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
    4. 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;
  2. attempt to impersonate any other person, or otherwise misrepresent your identity, qualifications, affiliations or any other information about you;
  3. 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
  4. 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

You acknowledge that we process personal data that you provide to us and/or that we obtain in connection with Previse’s Applications and Services as a separate controller, which is subject to the terms of our Privacy Policy.

5. Liability and indemnity

5.1 Limitation of liability

  1. 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.
  2. In no event will Previse be liable for any damages, cost, loss, diminution in value, or liabilities whatsoever incurred by any person arising from, or in connection with these Terms of Use unless directly caused by the gross negligence or wilful misconduct of Previse.
  3. In no event will Previse be liable for any damages, cost, loss, diminution in value, or liabilities whatsoever incurred by any person arising from, or in connection with Previse not performing or being delayed in performing any obligation under these Terms of Use or any agreement where that lack of performance or delay was caused by any circumstance which was not within Previse’s reasonable control or the relevant notice or other communication not being in a readable form.
  4. 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.

5.2 Indemnity

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:

  1. your failure to comply with any of your obligations under these Terms of Use and the Privacy Policy and our enforcement, exercise or protection of our rights under these Terms of Use and Privacy Policy; and/or
  2. any undertaking, representation or warranty made by you under these Terms of Use and/or Privacy Policy that is or proves to have been incorrect or misleading; and/or
  3. 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.

6. Miscellaneous

6.1 Notices

All notices and other communications made by you under or in connection with the Terms of Use and/or your use of Previse’s Applications and Services will be made in writing by either emailing us at help@Previ.se or by way of letter sent to us at The Office Group East Side, Suite 2.01, King’s Cross Station, York Way, London, N1C 4AX marked for the attention of Previse Operations.

All notices and other communications made by us under or in connection with the Terms of Use and/or your use of Previse’s Applications and Services will be made in writing by either emailing you at the email address specified on Previse’s Applications and Services or by way of letter sent to your registered address.

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.

Any communication to be made under or in connection with the Terms of Use and/or your use of Previse’s Applications and Services must be in English.

6.2 Assignment and sublicensing

  1. You may not assign, transfer, delegate, grant security over, subcontract or sublicense any of your rights or obligations under or in connection with the Terms of Use or Previse’s Applications and Services.
  2. We may at any time assign, transfer, delegate, grant security over, subcontract and/or sublicense any of our rights or obligations under or in connection with the Terms of Use or Previse’s Applications and Services without restriction and without notice.

6.3 Confidentiality and disclosure

Previse’s Applications and Services contain trade secrets and confidential information belonging to us, our Affiliates and our and their third parties including the specific design, structure and logic of individual programs, their interactions with other service offerings, both internal and external, the programming techniques employed therein and the method of access to Previse’s Applications and Services via weblinks and other technologies. Except as explicitly permitted by these Terms of Use, or otherwise with our consent, you will not allow anyone other than yourself to have access to the information contained on Previse’s Applications and Services for the purposes described in these Terms of Use.

6.4 Severability

If any provision of the Terms of Use is deemed unlawful, void or for any other reason unenforceable then that provision will be deemed severed from the Terms of Use and will not affect the validity and enforceability of any remaining provisions of the Terms of Use.

6.5 No waivers

Our failure or delay to exercise or enforce any rights or any provision of the Terms of Use will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

6.6 Third party rights

Except as otherwise explicitly permitted by these Terms of Use, a person who is not a party to these Terms of Use has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any of these Terms of Use.

6.7 No partnership

Nothing in these Terms of Use is intended to or will operate to create a partnership between you and us or authorise either you or us to act as agent for the other. Neither party will have the authority to act in the name of, 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).

6.8 Entire agreement

The Terms of Use represent the entire understanding between you and us in relation to its subject matter.

6.9 Amendment

We may, from time to time, change these Terms of Use. When this happens, the new updated Terms of Use will be displayed to you after you log in and you will be asked to accept or reject them. If you accept such Terms of Use you will be granted access to Previse’s Applications and Services. If you reject such Terms of Use you will no longer have access to Previse’s Applications and Services.

7. Term and termination

  1. The Terms of Use will commence on the Effective Date and will continue to apply to you until terminated in accordance with the provisions of these Terms of Use (the “Term”).
  2. We may terminate the Terms of Use in whole or in part and/or suspend your access to Previse’s Applications and Services with immediate effect, by giving written notice to you, if (i) you do not comply with the Terms of Use, including, without limitation, in the event of your actual or suspected unauthorised use of Previse’s Applications and Services, (ii) you breach the terms of any other agreement you have with us or (iii) an Insolvency Event occurs in relation to you.
  3. We may terminate the Terms of Use in whole or in part and/or suspend your access to Previse’s Applications and Services following the expiry of any agreement you have with us.
  4. In the event that the Terms of Use are terminated, or if we suspend your access to Previse’s Applications and Services, you agree that we will have no liability or responsibility to you and we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
  5. Upon expiry of the Term or termination of these Terms of Use in accordance with its terms:
    1. the rights granted to you under these Terms of Use will terminate and you will cease all use of Previse’s Applications and Services immediately;
    2. nothing will affect any accrued rights or liabilities of either party at the date of the termination;
    3. nothing will affect the continuance in force of any provision of these Terms of Use to the extent it is expressed or by implication intended to continue in force after termination. The following provisions will in any event survive expiry or termination: Clause 3.3, 3.4, 5, 6, this Clause 7.5 and 8; and
    4. for the avoidance of doubt, nothing will affect your obligation to pay any charges due to be paid and any outstanding charges due but not yet paid will become immediately due and payable on expiry of the Terms of Use or on the effective date of termination of the Terms of Use, whichever occurs earlier.

8. Governing law and jurisdiction

The Terms of Use and any non-contractual obligations arising out of or in connection with it are governed by English law. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with your use of Previse’s Applications and Services and/or the Terms of Use (including a dispute relating to the existence, validity or termination of the Terms of Use or any non-contractual obligation arising out of or in connection with the Terms of Use) and the parties to these Terms of Use agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly no party will argue to the contrary.

9. Definitions and interpretation

In these Terms of Use:

“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:

  1. the issue of a petition for its winding up;
  2. 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);
  3. 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;
  4. 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;
  5. a receiver being appointed over any part of its property;
  6. 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;
  7. 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;
  8. 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
  9. 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;

“Privacy Policy” means the privacy policy described at https://previ.se/privacy-policy/; “Subsidiary” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006;

“Terms of Use” has the meaning described in Clause 1(a) above; “Third Party Content” has the meaning described in Clause 3.1(h); “Your Information” has the meaning described in Clause 3.3(a); and The terms, “controller”, “personal data” and “processing” will have the same meaning as in the GDPR, and their cognate terms will be construed accordingly.

Unless a contrary indication appears, any reference to:

  1. the “Terms of Use” or other agreement is a reference to the Terms of Use or that agreement as amended, novated, restated, supplemented, extended or replaced;
  2. the singular will include the plural and vice versa;
  3. a “Clause” is a reference to a Clause to these terms and conditions;
  4. 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;
  5. 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;
  6. 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);
  7. 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;
  8. a provision of law is a reference to that provision as amended or re-enacted;
  9. a time of day is a reference to local time in London, United Kingdom; and
  10. clause headings are for ease of reference only.
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