Terms & Conditions for organisations
Rvoke Business T's & C's
V0.4 Last Updated: 21st January 2019
1. About Rvoke
These Terms & Conditions (“Terms”, or “Agreement”) govern your relationship with the Rvoke Service (the “Service”) operated by Atam ID Technologies Ltd. (“Rvoke”, “us”, “we”, or “our”). Rvoke is a trading name of Atam ID Technologies Ltd. (“Atam”), a company registered with the Jersey Financial Services Commission, Registration Number 124314.
Before using the Service you (“Customer” or “You”) must accept these Terms. If You are accessing or using the Service on behalf of your company, you must be authorised to accept this Agreement on behalf of your company, and all references to You or Customer reference your company.
You further agree that:
* The Service is licensed, and not sold, to you, for use only under these Terms;
* You will use the Service only in accordance with this Agreement and in compliance with any applicable law;
* Your account details will only contain accurate information;
* You will keep your account details and contact information up to date;
* You will keep your password secure and confidential;
* No agency, partnership, joint venture, employment or franchisee relationship with Rvoke is intended or created by this Agreement;
If you do not agree to be bound by these Terms, you may not use the Service.
We reserve the right to change these Terms at our sole discretion, by posting an amended version on the Service. You can always view the latest version of these Terms in the main menu of the Service or on our website. All amended Terms automatically take effect from the date of posting, unless otherwise stated.
2. Service Description
The “Service” includes:
* Individual consumer identification
* Managing customer data protection preferences
* Managing communication between consumers and organisations
* APIs for organisations to integrate with the Service
* Plugins for organisational integration with the Service
Rvoke reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice. All rights, title and interest in and to the Service will remain with and belong exclusively to Rvoke.
Further to the above performance of the Service, the terms of the Data Processing Agreement between Rvoke and the Customer shall apply with respect to personal data processed on your behalf.
The information available on the Service is made available for general information only, and should not be construed as or relied upon as legal advice, whether in relation to data protection law or otherwise. For legal advice, please speak to a qualified legal practitioner.
3. Subscriptions, Fees & Payments
3.1 Subscriptions and Renewals
The Service is billed on a subscription basis (“Subscription)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a regular basis, typically yearly.
At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you cancel it or Rvoke cancels it. You may cancel your Subscription renewal through the online Portal.
The Effective Date of this agreement is the effective date of the first Order Form referencing this Agreement.
All fees are as set forth in the applicable Order Form and will be paid by You within thirty (30) days of invoice, unless (a) You are paying via Payment Card (as defined below) or (b) otherwise specified in the applicable Order Form. All fees are non-refundable. The rates in the Order Form are valid for the initial twelve (12) month period of each Subscription Term. You are responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If You are required by Law to withhold any Taxes from Your payment, the fees payable by You will be increased as necessary so that after making any required withholdings, Rvoke receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 2% per month of the amount due or the maximum amount allowed by law, whichever is less.
3.2.1 Payment Via Payment Card
If you are purchasing the Services via credit card, debit card or other payment card ("Payment Card"), the following terms apply:
Recurring Billing Authorisation. By providing Payment Card information and agreeing to purchase any Services, Customer hereby authorises Rvoke (or its designee) to automatically charge Your Payment Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer's use of the Services and may include subscription fees for the remainder of Customer's applicable billing period and overage fees for the prior month.
Foreign Transaction Fees. Customer acknowledges that for certain Payment Cards, the issuer of Customer's Payment Card may charge a foreign transaction fee or other charges.
Invalid Payment. If a payment is not successfully settled due to expiration of a Payment Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Rvoke and Rvoke may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Payment Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
Changing Payment Card Information. At any time, Customer may change its Payment Card information by entering updated Payment Card information via the Customer Portal.
Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending Rvoke notice of non-renewal to firstname.lastname@example.org in accordance with Section 3.1 (Subscription Term and Renewals) by terminating via the Portal, with termination effective at the end of the current Subscription Term.
Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Rvoke will charge Customer's Payment Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term, after which Rvoke will not charge Customer's Payment Card for any additional fees.
3.2.2 Suspension of Service.
If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Rvoke reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. Rvoke also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of the Terms and Conditions.
Pricing is based on the number of personal (user/customer) records the Customer has.
Pricing brackets are based as follows;
* Less than 10,000 personal records
* Between 10,000 – 99,999 personal records
* Between 100,000 – 249,999 personal records
* Between 250,000 – 499,999 personal records
* Between 500,000 – 999,999 personal records
* Between 1,000,000 – 4,999,999 personal records
* Between 5,000,000 – 9,999,999 personal records
* Over 10,000,000 personal records
If the number of personal records increases within a Subscription Term such that the Customer exceeds the number of customers in their current bracket, pricing will be increased at the start of the following Subscription Term to that of the new bracket, subject to the increase only being one bracket above.
Rvoke, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective the end of the then-current Billing Cycle.
Rvoke is unable to access any sensitive personal information provided by the Company; data is encrypted such that only the customer themselves can access data.
Rvoke uses advanced levels of encryption of data at rest and in transit at the message and transport layer including utilisation of the following;
* Elliptic Curve cryptography using Ed25519 and Curve25519 Keys
* Authenticated encryption with associated data (AEAD)
* Diffie-Hellman key agreement
* Sealed Boxes
* AES256 Encryption
* X509 Certificates
* BlakeB Hashing
More information can be found in the Rvoke Security Policy.
6. Your Use of the Service
You agree that you will be solely responsible for any and all activity in relation to your use of the Service.
Rvoke retains full ownership of the Service including all intellectual property therein, and no interest or ownership in the Service is transferred to the Customer. You must not access, collect or use information from the Service, proprietary or otherwise, without our express prior written consent, or other than as outlined in this Agreement.
By accepting these Terms, you agree that you will not modify, rent, lease, loan, sell distribute, create derivative works of, decompile, reverse engineer or attempt to extract the source code from the Service, unless in accordance with our express prior written consent. You shall not exploit the Service in any unauthorised way whatsoever, including but not limited to by trespass or burdening network capacity.
You agree that from time to time, the software may download and install updates and/or any other additional features to improve the Service.
You agree to keep confidential all Rvoke confidential or proprietary information, including technical and business information (“Confidential Information”), and to use such information only for the purposes of performing the terms of this Agreement.
You shall ensure that no Confidential Information is disclosed to any third party without our prior written consent.
You further agree to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the hands of third parties.
You shall not use, and shall not allow any third party to use, Confidential Information without Rvoke's prior written consent.
8. Warranties and Representations
To the fullest extent permissible by law, the Service is provided on an “as is”, “as available” and “with all faults” basis, without any express or implied warranties, representations or endorsements as to (i) the Service; (ii) the content on or in relation to the Service, our users or third parties; and (iii) security associated with the transmission of information through the Service.
We do not guarantee that our Service will always be safe, secure and/or error free, or that our Service will always function without disruption or delays.
We are not responsible for and cannot guarantee the correctness or accuracy of information provided by individual data subjects in relation to the exercise of their data protection rights.
9. Limitation of Liability
Except where prohibited by law, we shall not be liable to you for any loss or damage of any kind, including, but not limited to, any direct, indirect, economic, exemplary, punitive, special, incidental or consequential losses or damage that are directly or indirectly related to:
(i) The Service;
(ii) The content, information and/or data provided by us, any users, or third parties;
(iii) Your use of (or inability to use) the Service, including, but not limited to, your failure to provide accurate account information or your failure to keep your password and/or other account details secure and confidential;
(iv) Any loss, damage or injury (occurred directly or indirectly) by you or anyone else, including but not limited to a loss of property, loss of profit, loss of goodwill, loss of business reputation, loss of opportunity, loss of data, death and/or personal injury;
(v) Any relationship between you and a third party, including with individual data subjects;
(vi) Any action taken in connection with an investigation by us or law enforcement authorities regarding your or any other party’s use of the Service;
(vii) Any action taken in connection with copyright or other intellectual property owners;
(viii) Any disruption, delay, error or omission in the operation or termination of the Service, including any technological failure; and/or
(ix) Any damage to your or a third party’s mobile device, and/or other equipment or technology.
10. Indemnification and Settlement
By agreeing to this Agreement, you agree to indemnify, defend and hold us harmless, including, but not limited to, our managing members, shareholders, employees, parent or related companies, affiliates, licensors, and suppliers, from and against any and all complaints, charges, damages, losses, costs, liabilities and expenses (including legal fees and costs) arising from (i) your actions, your use (or misuse) of the Service, your breach of the Agreement, and/or your violation of any applicable law; (ii) any claimed infringement by Customer, a user or a third party in relation to any intellectual property rights; (iii) any access to or use of the Service by an individual data subject or a third party in breach of this Agreement; or (iv) any alleged breach of data protection law resulting from our processing of data in accordance with your instructions or the instructions of an individual data subject.
In the event that both you and Rvoke are involved in legal proceedings arising out of the circumstances mentioned in the previous paragraph, we reserve the right to handle our legal defence as we see fit, and to request your cooperation at any time during the execution of our defence strategy. In any event, you will not settle any claim without our express prior written consent.
11. Term and Termination
This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
11.2 Termination for Cause.
Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
Rvoke may further terminate this Agreement (including all related Order Forms) for any other reason within 30 days after written notice.
11.3 Effect of Termination.
Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Rvoke Technology) and delete (or, at Rvoke’s request, return) any and all copies of the Documentation, any Rvoke passwords or access codes and any other Rvoke Confidential Information in its possession. Provided this Agreement was not terminated for Customer's breach, Customer may retain and use internally copies of all reports exported from the Service prior to termination. Customer acknowledges that following termination it will have no further access to any Customer Data input into the Service, and that Rvoke may delete any such data as may have been stored by Rvoke at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
This Agreement will remain in effect even after your use of or access to the Service is terminated, or you delete your account.
12. Dispute Resolution
All claims and disputes arising out of in connection with this Agreement and access to or use of the Service shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Any claims under this Agreement must be made on an individual basis; class actions are not permitted.
If any provision of this Agreement is found by a competent court to be unlawful, void or otherwise unenforceable, the parties agree that such provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any of the other remaining provisions.
You will not assign this Agreement, or assign any rights or delegate any obligations under this Agreement, in whole or in part, whether voluntary or by operation of law, without express prior written consent by Rvoke. Any purported assignment or delegation by you without the appropriate express prior written consent by Rvoke shall be considered null and void.
We may assign any and all of our rights and obligations under this Agreement in connection with a merger, acquisition, transfer, sale of all or part of the Service, or any other assets, or by operation of law or otherwise.
This Agreement, any amendments thereto entered into, and any other documents mentioned in these Terms, constitute the entire agreement between the Customer and Rvoke, and supersede any other prior agreement between the Customer and Rvoke.
Our failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed in any way as a waiver of any provision or any of our rights.
14. Contact Us
If you have any questions, comments or complaints about this Agreement, or any other aspect of the Service, please get in touch with us via the following contact details: