Terms of Service

_{Effective date: 25 June 2024}

Please read these Terms of Service carefully. In these Terms of Service, “we”, “us” and “our” refers to Viewteam and “you” and “your” refers to the Customer. All contracts that we enter into for the provision of the Viewteam Service and related services are governed by these Terms of Service. By submitting a Registration, you accept these Terms of Service and enter into a contract with us governed by these Terms of Service.

Definitions
1. In these Terms of Service, except to the extent expressly provided otherwise:
  
  “Access Credentials” means the usernames, passwords and other credentials enabling Users to access the Viewteam Service via the Customer Account;
  
  “Account Owner” means the individual named in the Registration, as may be amended from time to time by the Account Owner by updating the relevant details in the Customer Account;
  
  “Agreement” means a contract between us and you for the provision of the Viewteam Service, created when you complete a Registration;
  
  “Business Day” means any weekday other than a bank or public holiday in England;
  
  “Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
  
  “Charges” means the subscription fees specified in your Customer Account; other amounts that we have a right to charge you under these Terms of Service; and such other amounts as may be agreed in writing by the parties from time to time;
  
  “Confidential Information” means any information disclosed (whether disclosed in writing, orally or otherwise) by one party to the other that is marked or described as “confidential” or should have been reasonably understood by the other party at the time of disclosure to be confidential; in the case of the Customer, the Confidential Information includes the Customer Data but excludes Customer Personal Data; in the case of Viewteam, Confidential Information includes the Platform and the Viewteam Service. Confidential Information shall not include: a) information that is publicly known (other than through a breach of an obligation of confidence); b) information that is in possession of the other party prior to disclosure without an obligation of confidence; or c) information that is received by the recipient from an independent third party who has a right to disclose the relevant information;
  
  “Customer” means the business identified as the customer in the Registration;
  
  “Customer Account” means the interface on the Platform which allows Users to access and use the Viewteam Service;
  
  “Customer Data” means all data, works and materials: uploaded to or stored on the Platform by you; transmitted by the Platform at your instigation; supplied by you to us for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of your use of the Viewteam Service (but excluding analytics data relating to the use of the Platform and server log files);
  
  “Customer Personal Data” means any Personal Data that is processed by us as a processor on your behalf in the course of performing the Services, as described in more detail in the Data Processing Schedule; Customer Personal Data excludes any Personal Data with respect to which we are a controller (such as, but not limited to, business contact information relating to your personnel and representatives used for the purposes of entering into and performing the Agreement, communicating with you in connection with the Agreement, setting up Access Credentials, monitoring your use of the Viewteam Service and invoicing and receiving payments of the Charges);
  
  “Data Processing Schedule” means the document at Schedule 1 setting out the detail of the processing of Customer Personal Data in connection with the Agreement;
  
  “Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while they are in force and applicable, the United Kingdom’s Data Protection Act 2018, the UK GDPR and EU GDPR and any laws implementing, supplementing, amending or replacing those;
  
  “Data Security Schedule” means the document describing the technical and organisational security measures that we implement to ensure an appropriate level of security for the Platform, Viewteam Service and Customer Data, which we make available on our website;
  
  “Effective Date” means the date upon which you complete a Registration;
  
  “EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) as may be updated, amended and superseded from time to time;
  
  “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections that could not have been prevented despite the party affected having implemented reasonable protective measures in accordance with good industry practice, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
  
  “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
  
  “Knowledge Base” means the user guides for the Viewteam Service produced by us and made available on our website and within the platform;
  
  “Maintenance” means the general maintenance of the Platform and Viewteam Service and the application of Updates and Upgrades to the Platform;
  
  “Microsoft Integrations” means the Viewteam Microsoft Teams App, Microsoft single sign-on and any other integration of the Viewteam Service with Microsoft products and services that we may develop and make available to our customers;
  
  “Personal Data” has the meaning given to it in the EU GDPR;
  
  “Platform” means the platform we use to provide the Viewteam Service, including the application and database software for the Viewteam Service, the system and server software used to provide the Viewteam Service, and the computer hardware on which that application, database, system and server software is installed;
  
  “Registration” means our online registration process to set up a Customer Account to access the Viewteam Service, incorporating these Terms of Service by reference;
  
  “Schedule” means any schedule attached to the main body of these Terms of Service and includes any document expressly referred to and/or linked to in such a schedule;
  
  “Services” means the Viewteam Service, Support and Maintenance;
  
  “Subscription Term” means a period of 1 month starting on or around the same day of the month as the Effective Date;
  
  “Support” means support in relation to the use of, and the resolution of technical issues in, the Viewteam Service;
  
  “Support Hours” means the hours of 10:00 to 16:00 on any Monday, Tuesday, Wednesday or Thursday other than a bank or public holiday in England;
  
  “Supported Web Browser” means the current release from time to time of desktop versions of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari on the latest versions of MacOS and Windows, and mobile versions of Google Chrome or Apple Safari on the latest versions of iOS and Android;
  
  “Teams App” means the Viewteam Microsoft Teams app that we make available through the Microsoft Teams app store;
  
  “Term” means the term of the Agreement, commencing and ending in accordance with Clause 2.1;
  
  “Terms of Service” means the main body of these Terms of Service and the Schedules, as amended from time to time;
  
  “Transfer Mechanism” means a condition set out in Chapter V of the UK GDPR and EU GDPR for ensuring an adequate level of protection for Personal Data transferred to a third country, including an adequacy decision under Article 45, an appropriate safeguard under Article 46 or a derogation under Article 49;
  
  “Trial Term” means a period of 30 days starting on the Effective Date;
  
  “UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019), as may be updated, amended and superseded from time to time;“
  
  Update” means a hotfix, patch or minor version update to any software;
  
  “Upgrade” means a major version upgrade of any software;
  
  “Users” means your officers, employees, agents and subcontractors that use the Viewteam Service with your authority or by means of the Access Credentials, including the Account Owner and all users for whom the Account Owner or an account administrator creates accounts using the Customer Account;
  
  “Viewteam” means Torpedo Group Limited trading as Viewteam, a private limited company incorporated in England and Wales (registered company number 4889983), whose registered office is at The Long Barn, Worton Park, Cassington, Oxon, OX29 4SX, United Kingdom;
  
  “Viewteam Service” means our workplace space booking software solution, which we make available as a service via the internet in accordance with these Terms of Service; and
  
  “Viewteam Service Defect” means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Viewteam Service, but excluding any defect, error or bug caused by or arising as a result of: (a) any act or omission of you or any User; (b) any use of the Platform or Viewteam Service contrary to these Terms of Service, whether by you or by any User; (c) your failure to perform or observe any of your obligations in the Agreement; and/or (d) any use of the Platform or Viewteam Service through a web browser that is not a Supported Web Browser.
2. In these Terms of Service, a reference to a statute or statutory provision includes a reference to that statute or statutory provision as modified, consolidated and/or re-enacted from time to time and any subordinate legislation made under that statute or statutory provision.
3. The Clause headings do not affect the interpretation of these Terms of Service.
4. In these Terms of Service, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Term and contract formation
1. The Agreement shall come into force upon the Effective Date and continue for the Trial Term and automatically extend for a Subscription Term at the end of the Trial Term and each Subscription Term unless or until terminated in accordance with Clause 16 or any other provision of these Terms of Service.
2. Each Registration you complete shall create a distinct contract under these Terms of Service.
3. If you fail to verify your email during the Registration process, the Registration shall be incomplete, no Agreement shall come into effect between us, and we will delete your Customer Account and the data you submitted in your Registration in accordance with Clause 17.1.5 as if the Termination Date was the date we emailed you a verification code.
Provision and use of the Viewteam Service
1. Once you have completed a Registration, you will have access to your Customer Account, which will enable you to create and manage User accounts with different access to the Customer Account depending on the status you assign to your Users. You are responsible for, and liable to us for, your Users’ use of the Viewteam Service.
2. We grant you a worldwide, non-exclusive licence to use the Viewteam Service by means of your Customer Account for your internal business purposes in accordance with these Terms of Service during the Term.
3. The Customer Account may only be used by Users aged 18 and over and accessed through a Supported Web Browser or the Viewteam Microsoft Teams App.
4. You may increase or decrease the number of Users at any time using the Customer Account. If Users are removed, Personal Data relating to them will be deleted immediately except that their name will be retained within the system logs. Removed Users’ booking data will be anonymised and retained within the system to enable accurate usage reporting analytics.
5. Except to the extent expressly permitted in these Terms of Service or required by law on a non-excludable basis, you must not:
  1. sub-license your right to access and use the Viewteam Service;
  2. permit any unauthorised person or application to access or use the Viewteam Service;
  3. use the Viewteam Service to provide services to third parties;
  4. republish or redistribute any content or material from the Viewteam Service;
  5. make any alteration to the Platform; or
  6. conduct or request that any other person conduct any load testing or penetration testing on the Platform or Viewteam Service without our prior written consent.
6. You must implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application gains access to the Viewteam Service by means of the Access Credentials.
7. You must not use the Viewteam Service, and must ensure that your Users do not use the Viewteam Service:
  1. in any way that causes, or may cause, damage to the Viewteam Service or Platform or impairs the availability or accessibility of the Viewteam Service;
  2. in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services we provide to our other customers using the Platform; and you acknowledge that we may use reasonable technical measures to limit your use of Platform resources for the purpose of assuring services to our customers generally;
  3. in any way that is unlawful, illegal, fraudulent or harmful; or
  4. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
8. You have no right to access the software code (including object code, intermediate code and source code) of the Platform or the Viewteam Service, either during or after the Term.
9. We provide the Viewteam Service on an “as available” basis and shall not be liable for any downtime caused directly or indirectly by any of the following:
  1. Force Majeure event;
  2. fault or failure of the internet;
  3. fault of failure of hosting infrastructure or third-party provider;
  4. update by a browser that affects service;
  5. Updates or Upgrades by Microsoft that may affect the Teams App;
  6. fault or failure of customers systems or network;
  7. breach of the agreement by you;
  8. scheduled Maintenance.
10. We will where practicable give you advance notice of any scheduled Maintenance that is likely to affect the availability of, or have a negative impact on, the Viewteam Service. We will endeavour to limit any impact to the best of our ability and undertake all scheduled Maintenance outside of Business Hours. Where possible we will advise you in advance of any Updates or Upgrades to the Platform, except where a critical update needs to be applied urgently where the circumstances make it impossible for us to give you prior notice.
11. We make the Microsoft Integrations available for your convenience. We are not responsible for any lack of access to, or availability of, the Viewteam Service that results from Microsoft applying an Update or Upgrade or withdrawing the Teams App or any functionality, or any service or availability problems affecting Microsoft Teams. We are not affiliated with Microsoft and the availability of the Microsoft Integrations does not imply any endorsement or recommendation of Microsoft products and services by us.
Support
1. Your Users will have access to user guides and other helpful material relating to using the Viewteam Service via the Knowledge Base.
2. For resolution of technical issues with the Viewteam Service, your Users can request support through our online support form and we will provide Support during Support Hours via email only, unless a specific technical enquiry warrants a direct call from our Support team to the User.
Customer Data
1. You are responsible for the content of the Customer Data and for ensuring it is accurate and up to date. You must ensure that no User uploads any data that infringes the Intellectual Property Rights or other legal rights of any person, is unlawful, illegal, fraudulent, harmful or offensive or otherwise breaches the provisions of any law, statute or regulation.
2. You grant us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of our obligations and the exercise of our rights under the Agreement. You also grant us the right to sub-license these rights to our hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
3. You warrant to us that the Customer Data when used by us in accordance with the Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
4. We shall back-up, archive and recover Customer Data and implement appropriate technical and organisational measures to protect Customer Data as set out in the Data Security Schedule.
No assignment of Intellectual Property Rights
1. Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from us to you, or from you to us.
Charges and payment
1. You do not have to provide your credit card details during Registration, but to continue to use the Viewteam Service after the Trial Term you will need to provide us with the Customer billing information and payment card details we request (“Required Information”) before the Trial Term ends. If you do not provide us with the Required Information during the Trial Term, at the end of the Trial Term we will:
  1. change your Customer Account to paused status;
  2. disable the booking functionality of the Viewteam Service, meaning that Users will still have access to the Viewteam Service but not be able to book desks, rooms or other spaces; and
  3. schedule your Customer Account for deletion 60 days after the end of the Trial Term (“Account Deletion Period”).
  4. If you provide us with the Required Information within the Account Deletion Period, we will change your Customer Account back to active status and re-enable the booking functionality so that Users can resume full use of the Viewteam Service. If you do not provide us with the Required Information within the Account Deletion Period, we will delete your Customer Account at the end of the Account Deletion Period.
2. No Charges are payable for the Trial Term. Subsequent Subscription Terms will be charged monthly in advance on the day of the month on which you completed a Registration unless you provide the Required Information during the Account Deletion Period as described in Clause 7.1, in which case they will charged on the day of the month on which you provided the Required Information (“Anchor Day”). If a Subscription Term doesn’t contain the Anchor Day, the Charges will be billed on the last day of the month. For example, a Subscription Term starting on January 31 bills on February 28 (or February 29 in a leap year), then March 31, April 30, and so on.
3. The Charges will vary for each Subscription Term according to the number of Users at the point of billing in accordance with Clause 7.2. If the number of Users increases or decreases during a Subscription Term there will be no change to the Charges for that Subscription Term. Any changes will be reflected in the Charges for the next Subscription Term.
4. We will send all billing-related communications to the Account Owner or, if supplied, the billing contact email address set out in your Registration or as later amended by you using your Customer Account (“Billing Contact”).
5. All amounts stated in or in relation to these Terms of Service are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by you to us.
6. We may change the Charges by giving the Account Owner not less than 30 days’ written notice. Any changes to the Charges will take effect at the commencement of the next Subscription Term.
7. You must pay the Charges to us by credit card via our third party payment service provider in the currency specified in your Registration or Customer Account.
8. You can view past invoices and the Charges payable for the next Subscription Term at any time in your Customer Account.
9. If payment of the Charges is not received on the due date, we will try to take the payment again 3 days after the previous attempt. If the Charges remain unpaid, we will retry again 5 days after the previous attempt, and then again 7 days after the previous attempt. If all payment retries are unsuccessful, we will mark your account as unpaid and your access to booking within the Viewteam Service will be blocked, although you will still be able to login to the Viewteam Service. If payment continues to not be received, we will delete your Customer Account 60 days after the end of the Subscription Term for which the Charges remain unpaid (Late Payment Termination Date). If the Charges are paid before the Late Payment Termination Date, we will change your Customer Account back to active status and re-enable the booking functionality so that Users can resume full use of the Viewteam Service, and the date on which the payment was made will become the new Anchor Day for charging.
Confidentiality obligations
1. Each party must in respect of the Confidential Information of the other party:
  1. keep confidential and not disclose the Confidential Information to any person without the other party’s prior written consent save as expressly permitted by this Clause 8;
  2. protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care and, in the case of our obligation to protect Customer Data, at least the measures set out in the Data Security Schedule; and
  3. not use any of the Confidential Information for any purpose other than to perform its obligations or enforce its rights under the Agreement.
2. Confidential Information of a party may be disclosed by the other party to that other party’s officers, employees, agents, insurers and professional advisers who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement, provided that the recipient is subject to binding obligations to maintain the confidentiality of the Confidential Information disclosed.
3. The restrictions in this Clause 8 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Viewteam on any recognised stock exchange.
4. The provisions of this Clause 8 shall continue in force indefinitely following the termination of the Agreement.
Data protection
1. Each party shall comply with the Data Protection Laws with respect to its processing of Customer Personal Data and other Personal Data processed in connection with the Agreement. Our privacy notice describes how we process Personal Data as a controller.
2. Without limitation to the generality of Clause 9.1, you shall be responsible for ensuring that:
  1. there is a legal basis for your processing of Customer Personal Data;
  2. the relevant data subjects are provided with information about the processing of Customer Personal Data as required by the Data Protection Laws; and
  3. Admin Users do not use the Tags function within the Viewteam Service to submit any special category, sensitive or offensive Personal Data.
3. The Data Processing Schedule sets out the detail of the processing of Customer Personal Data in connection with the Agreement, including the subject matter, nature and purposes of processing (Part 1), categories of data subjects (Part 2), the types of Personal Data (Part 3), and the duration of processing (Part 4).
4. The parties acknowledge and agree that Viewteam is a processor and the Customer is a controller in respect of Customer Personal Data.
5. We shall only process Customer Personal Data on your documented instructions (including with regard to transfers of Customer Personal Data to any place outside the European Economic Area or United Kingdom), as set out in these Terms of Service or any other document agreed by the parties in writing.
6. You hereby instruct us to process Customer Personal Data as reasonably necessary for the purpose of performing the Services in accordance with the Agreement.
7. We shall promptly inform you if, in our opinion, an instruction of yours relating to the processing of Customer Personal Data infringes the Data Protection Laws. Once we have informed you under this Clause 9.7, we shall have no further liability to you in respect of the relevant processing being found to infringe the Data Protection Laws.
8. Notwithstanding any other provision of these Terms of Service, we may process the Customer Personal Data otherwise than in accordance with your instructions if and to the extent that we are required to do so by applicable law. In such a case, we shall inform you of the legal requirement before carrying out such processing, unless that law prohibits such information.
9. We shall ensure that persons we authorise to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
10. We and you shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for Customer Personal Data, including, in our case, those measures specified in the Data Security Schedule.
11. We shall not engage any third party to process Customer Personal Data without your prior specific or general written authorisation.
12. As at the Effective Date, you hereby authorise us to engage, as sub-processors with respect to Customer Personal Data, the service providers we engage as sub-processors to provide functionality for the Platform set out in our Service Provider list (the “Authorised Sub-Processors“).
13. We shall inform you in writing at least 14 days in advance of implementing any intended changes concerning the addition to or replacement of any Authorised Sub-Processor after the Effective Date. If you object to a new sub-processor, you may terminate the Agreement by terminating the Customer Account. If you do not exercise your right of termination under this Clause 9.13, you shall be deemed to have authorised the new sub-processor. Any addition or replacement of an Authorised Sub-Processor under this Clause 9.13 shall be deemed to be an Authorised Sub-Processor.
14. We shall ensure that each Authorised Sub-Processor we engage to process Customer Personal Data is engaged pursuant to a written agreement containing substantially equivalent legal obligations as those imposed on us by this Clause 9 and where an Authorised Sub-Processor fails to fulfil such obligations we shall remain fully liable to you for the performance of that Authorised Sub-Processor’s obligations.
15. You hereby instruct us to transfer Customer Personal Data outside the European Economic Area and the United Kingdom to the service providers we engage as sub-processors to provide functionality for the Platform, and subject to the Transfer Mechanisms, set out in our Service Provider list. The parties agree that if any of the Transfer Mechanisms referred to in our Service Provider list is subsequently modified, revoked or held in a court of competent jurisdiction to be invalid, the parties will cooperate in good faith to promptly suspend the transfer or to pursue a suitable alternative Transfer Mechanism that will ensure the relevant transfers are lawful.
16. Where the processing of Customer Personal Data pursuant to the Agreement involves a transfer by you to us in a third country for the purposes of the EU GDPR, any such transfer shall take place on the basis of the European Commission’s adequacy decision in respect of the United Kingdom (Commission Implementing Decision of 28.6.2021 pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council on the adequate protection of personal data by the United Kingdom ) (the “Adequacy Decision”). If the Adequacy Decision is subsequently modified, revoked or held in a court of competent jurisdiction to be invalid during the Term, the parties will cooperate in good faith to promptly suspend the transfer or to pursue a suitable alternative Transfer Mechanism that will ensure the relevant transfer is lawful.
17. We shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist you with the fulfilment of your obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws in respect of Customer Personal Data. We may charge you at our standard time-based charging rates for any work performed by us at your request pursuant to this Clause 9.17 in connection with responding to such requests where the Viewteam Service include tools that enable you to respond to such requests itself.
18. We shall assist you in ensuring compliance with your obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws in respect of Customer Personal Data. We may charge you at our standard time-based charging rates for any work performed by us at your request pursuant to this Clause 9.18 except where such work is necessitated by a breach by us of our obligations under this Clause 9.
19. We shall notify you of any Personal Data breach affecting Customer Personal Data without undue delay.
20. We shall make available to you all information necessary to demonstrate our compliance with our obligations under this Clause 9 and the Data Protection Laws. We may charge you at our standard time-based charging rates for any work performed by us at your request pursuant to this Clause 9.20.
21. At the end of the Term we shall delete all of the Customer Personal Data in accordance with Clause 17.1 and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
22. We shall allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you in respect of the compliance our processing of Customer Personal Data with the Data Protection Laws and this Clause 9, provided that you shall provide at least 30 Business Days’ notice of such an audit, conduct such audit inside Business Hours only, use reasonable endeavours to ensure that the conduct of such audit does not unreasonably disrupt our business and procure that its representatives sign such confidentiality agreements as we may request and comply with all our instructions in respect of health and safety and security. All individuals carrying out such an audit must be accompanied by a Viewteam representative at all times. We will charge you at our standard time-based charging rates for all our time spent facilitating the audit and any work performed by us at your request pursuant to this Clause 9.22, providing that no such charges shall be levied where the request to perform the work arises out of any breach by us of the Agreement or any security breach affecting our systems.
23. If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.
Publicity
1. We may use your name, logo, details of your brand and any pre-approved quotes for our marketing purposes.
2. Clause 10.1 does not limit our confidentiality obligations under Clause 8.
Warranties
1. We warrant to you that:
  1. we have the legal right and authority to enter into the Agreement and to perform our obligations under the Agreement;
  2. we will comply with all applicable legal and regulatory requirements applying to the exercise of our rights and the fulfilment of our obligations under the Agreement;
  3. the Platform and Viewteam Service will conform in all material respects with the description provided by us on our website;
  4. the Viewteam Service will be free from Subscription Services Defects;
  5. the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs;
  6. the Platform will incorporate security features reflecting the requirements of good industry practice, including those set out in the Data Security Schedule;
  7. the Viewteam Service, when used by you in accordance with the Agreement, will not breach any laws, statutes or regulations applicable under English law; and
  8. the Viewteam Service, when used by you in accordance with the Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
2. If we reasonably determine, or any third party alleges, that the use of the Viewteam Service by you in accordance with the Agreement infringes any person’s Intellectual Property Rights, we may at our own cost and expense:
  1. modify the Viewteam Service in such a way that it no longer infringes the relevant Intellectual Property Rights; or
  2. procure for you the right to use the Viewteam Service in accordance with the Agreement.
3. You warrant to us that you have the legal right and authority to enter into the Agreement and to perform your obligations under the Agreement.
4. All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
Acknowledgements and warranty limitations
1. You acknowledge that:
  1. complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms of Service, we give no warranty or representation that the Viewteam Service will be wholly free from defects, errors and bugs;
  2. complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms of Service, we give no warranty or representation that the Viewteam Service will be entirely secure;
  3. the Viewteam Service is designed to be used only through Supported Web Browsers; and we do not warrant or represent that the Viewteam Service will be compatible with any other web browsers; and
  4. we will not provide any HR, legal, financial, accountancy or taxation advice under the Agreement or in relation to the Viewteam Service; and, except to the extent expressly provided otherwise in these Terms of Service, we do not warrant or represent that the Viewteam Service or the use of the Viewteam Service by you will not give rise to any legal liability on the part of you or any other person.
Indemnities
1. We shall indemnify you and keep you indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by you and arising directly or indirectly as a result of any claim by a third party that the Viewteam Service infringes the Intellectual Property Rights of any person (“Viewteam Indemnity Event“).
2. You must:
  1. notify us upon becoming aware of an actual or potential Viewteam Indemnity Event;
  2. provide to us all such assistance as may be reasonably requested by us in relation to the Viewteam Indemnity Event;
  3. allow us the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Viewteam Indemnity Event; and
  4. not admit liability to any third party in connection with the Viewteam Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Viewteam Indemnity Event without our prior written consent,
  and our obligation to indemnify you under Clause 13.1 shall not apply unless you comply with the requirements of this Clause 13.2.
3. You shall indemnify us and shall keep us indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by us and arising directly or indirectly as a result of a claim by a third party that the Customer Data infringes the Intellectual Property Rights or other legal rights of any person, or breaches the provisions of any law, statute or regulation, including but not limited to a breach of Clause 5.1 (a “Customer Indemnity Event“).
4. We must:
  1. notify you upon becoming aware of an actual or potential Customer Indemnity Event;
  2. provide to you all such assistance as may be reasonably requested by you in relation to the Customer Indemnity Event;
  3. allow you the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and
  4. not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without your prior written consent,
  and your obligation to indemnify us under Clause 13.3 shall not apply unless we comply with the requirements of this Clause 13.4.
5. The indemnity protection set out in this Clause 13 shall be subject to the limitations and exclusions of liability set out in these Terms of Service.
Limitations and exclusions of liability
1. Nothing in these Terms of Service will limit or exclude any liability for death or personal injury resulting from negligence or for fraud or fraudulent misrepresentation, limit any liabilities in any way that is not permitted under applicable law or exclude any liabilities that may not be excluded under applicable law.
2. The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these Terms of Service are subject to Clause 14.1 and govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms of Service.
3. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
4. Neither party shall be liable to the other party in respect of any:
  1. loss of profits, anticipated savings, revenue or income, except that the exclusions of liability in this Clause 14.4.1 shall not apply to your obligations to pay the Charges under the Agreement;
  2. loss of use or production;
  3. loss of business, contracts or opportunities;
  4. special, indirect or consequential loss or damage or liquidated damages.
5. Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software, provided that this Clause 14.5 shall not protect us unless we have fully complied with our obligations under these Terms of Service to implement appropriate security measures, including those set out in the Data Security Schedule.
6. We shall not be liable to you for any loss or damage arising from the acts or omissions of Microsoft relating to the Microsoft Integrations, including without limitation any lack of access to, or availability of, the Viewteam Service that results from Microsoft applying an Update or Upgrade or withdrawing the Teams App or any functionality, or any service or availability problems affecting Microsoft Teams.
7. The aggregate liability of each party to the other party under the Agreement shall not exceed an amount equal to the Charges payable by you to us in respect of the Viewteam Service in the 12 months preceding the event giving rise to the relevant liability, provided that the limitation of liability in this Clause 14.7 shall not apply to your obligations to pay the Charges under the Agreement.
Force Majeure Event
1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must promptly notify the other and inform the other of the period for which it is estimated that such failure or delay will continue.
3. A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
Termination
1. You may terminate the Agreement by cancelling your Customer Account at any time with no advance notice. Only the Account Owner can cancel your Customer Account. We will send confirmation of termination to the Account Owner by email.
2. We may terminate the Agreement by terminating your Customer Account and providing notice to the Account Owner in the following circumstances:
  1. for non-payment of Charges, following the procedure set out in Clause 7.9;
  2. for non-provision of the Required Information, following the procedure set out in Clause 7.1;
  3. for your breach of these Terms of Service, immediately and at any time;
  4. for any other reason, by giving 30 days’ notice.
3. Termination of the Agreement will take effect:
  1. at the end of the current Subscription Term if terminated under Clause 16.1;
  2. 60 days after the end of the Subscription Term for which the Charges remain unpaid if terminated under Clause 16.2.1;
  3. 1 at the end of the Account Deletion Period if terminated under Clause 16.2.2
  4. on the date notification is sent under Clause 16.2.3;
  5. at the end of the Subscription Term in which the 30 day notice period expires under Clause 16.2.4, (the “Termination Date”).
Effects of termination
1. On termination of the Agreement:
  1. you will continue to have full access to and use of the Viewteam Service until the Termination Date, unless we have terminated for non-payment under Clause 16.2.1 or non-provision of Required Information under Clause 16.2.2, in which case you will have limited access and the booking function will be blocked;
  2. there shall be no refund of Charges already paid in respect of the current Subscription Term;
  3. if we have terminated for non-payment under Clause 16.2.1 or for non-provision of Required Information under Clause 16.2.2, we will remove Customer Data from the Viewteam Service on the Termination Date, up to which time you will be able to access your Customer Account and Customer Data but not make any bookings; otherwise we will remove Customer Data from the Viewteam Service 60 days after the Termination Date, during which time you will not be able to access your Customer Account and Customer Data;
  4. any Customer Data held in the Platform backup or archive servers will be deleted in accordance with Clause 5.4;
  5. data related to billing, the main Account Owner and the Billing Contact will be retained by our payment services provider in accordance with its own data retention policy and by us within our own accounting systems for financial accounting compliance purposes for up to 7 years from the end of the financial period that the Termination Date falls within.
2. On the termination of the Agreement, all of the provisions of these Terms of Service shall cease to have effect, save that the following provisions of these Terms of Service shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.8, 6.1, 8, 9, 11, 12, 13, 14, 17, 18, 20.1, 20.5, 20.6, 20.7, and 20.8.
3. Except to the extent that these Terms of Service expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
Notices
1. You must send any notices to us via the contact function available in the Customer Account.
2. We must send any notices to you by email to the Account Owner using the email address specified for the Account Owner in the Customer Account.
3. Notices sent by email shall be deemed to be received at the time of the sending of the email (providing that the sending party retains written evidence that the email has been sent) and notices sent via the Customer Account shall be deemed to be received at the time of the sending of the notice; provided that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
4. We may update our addressee and contact details for notices by giving written notice of the update to you in accordance with Clause 18.2. You may update your addressee and contact details for notices by amending the Account Owner details in the Customer Account.
Subcontracting
1. Subject to our obligations under Clause 9.11, 9.13 and 9.14 and any other express restrictions elsewhere in these Terms of Service, we may subcontract any of our obligations under the Agreement provided that we shall remain responsible to you for the performance of any subcontracted obligations.
General
1. No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
2. If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
3. The Agreement may not be varied except in accordance with this Clause 20.3. We may vary these Terms of Service by giving the Account Owner at least 7 days’ written notice of the variation.
4. You hereby agree that we may assign our contractual rights and obligations under the Agreement to any successor to all or a substantial part of our business or to any purchaser of the Viewteam Service from time to time. Save to the extent expressly permitted by applicable law, you must not without our prior written consent assign, transfer or otherwise deal with any of your contractual rights or obligations under the Agreement.
5. The Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
6. Subject to Clause 14.1, the Registration and these Terms of Service (including the Schedules and any documents expressly referred to and/or linked to in the Schedules) shall constitute the entire agreement between the parties in relation to the subject matter of that Registration, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
7. The Agreement shall be governed by and construed in accordance with English law.
8. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

Schedule 1

DATA PROCESSING SCHEDULE

Subject matter, nature and purposes of processing
Your use of the Viewteam Service will involve you inputting various data onto the Platform, as determined by you (referred to as “Customer Data” in the Terms of Service). Customer Data may comprise Personal Data, as determined by you (referred to as “Customer Personal Data” in the Terms of Service).

Customer Personal Data will therefore be processed by you as a result of your use of the Viewteam Service.

We will process Customer Personal Data as a result of hosting the Viewteam Service and may also process Customer Personal Data in connection with the provision of Support and Maintenance if and to the extent that the provision of those Services involves access to the Customer Personal Data or the performance of any operation(s) on the Customer Personal Data, such as retrieval, alteration or copying.
Categories of data subject
The categories of data subject will be determined by you according to your use of the Viewteam Service. Due to the functions of the Viewteam Service, data subjects are likely to include (but are not limited to) your staff and visitors to your work premises.
Types of Personal Data
The types of personal data will be determined by you according to your use of the Viewteam Service. Due to the functions of the Viewteam Service, categories of data subject are likely to include (but are not limited to):
- Users
  - First name (mandatory)
  - Last name (mandatory)
  - Email address (mandatory)
  - Profile picture (optional – only if Standard User chooses to upload)
  - IP address (mandatory)
  - User tags (optional – only if and as Account Owner or Account Administrators choose)
  - Product interactions that are ‘key events’ captured by the event log
- Guests or visitors
  - First name (mandatory)
  - Last name (mandatory)
Duration of processing
Customer Personal Data will be processed during the Term and for a period after the Term in accordance with Clauses 17.1.3 and 17.1.4 (Effects of termination – Customer Data deletion provisions).