TERMS OF SERVICE

By registering to, signing up, and using our Service you acknowledge that you read and accept the following Terms of Service.

1. This Service

This Service (“Service”) is provided by Otentico Limited (also “Otentico”, or “us”, or “we”) to you. Your use of this Service and any additional services introduced by us and contained within the Service constitutes acceptance by you of these Terms of Service.

2. Eligibility

You must be a minimum age of 18 to register on and use the Service. By registering and using our Service you warrant that you are 18 or older and understand your obligations under these Terms of Service.

Only approved clients of us are eligible to use our Service.

3. Registration and Account Integrity

3.1) As part of the registration process of a new client and its affiliates, you will need to create an account, including a username and password. It is your responsibility to ensure that the information you provide is accurate, not misleading and relates to you. You cannot create an account or username and password using the names, email, and/or information of another person or organisation, or using words that are the trademarks or the property of another party (including ours), or vulgar, obscene or in any other way inappropriate. We reserve the right with or without notice to suspend or terminate any account in breach.

3.2) Where we provide a client (e.g. an organisation) with a number of user licenses for the Service these must be adhered to. User licenses cannot be shared between users. A breach of this clause will result in termination of the abused accounts and/or all accounts provided to the organisation.

3.3) If for any reason you suspect that your username and/or password has been disclosed to or obtained by another party you should contact us immediately. Please note that we never contact users requesting them to confirm their username and password or other details.

3.4) We cannot see or have access to your password. If you forget or lose your password, or need to recover it for whatever reason, including clause 3.3, we can send you an email to your registered and verified email address with instructions on how to reset and create a new password, but we cannot reset or recover it for you for security and privacy reasons.

4. Pricing, Plans and Features

4.1) For current pricing and plans please contact us.

4.2) We reserve the right to change pricing, plans and the features offered at any time and without any notice unless agreed otherwise in writing.

5. Payment and Credit Control

5.1) All services are billed monthly, or if agreed annually, in advance.

5.2) If you upgrade from a free trial account you will be immediately charged for the necessary full account or accounts. Your monthly payment will be due from that date each month onwards.

5.3) Where we offered and agreed to an annual pricing, and the Service has been paid for 12 months in advance, payment will be taken in full on each anniversary.

5.4) It is a condition of use that an account is fully paid at all times in order for it and any other associated accounts to remain active.

5.5) Where any form of payment such as credit or debit card, or bank transfer, is made by us and is declined by your card company or bank, for whatever reason, access to your account or accounts may be suspended immediately until such time as a valid payment has been processed successfully.

6. Cancellation

6.1) You may cancel your account or accounts at any time.

6.2) Cancellation should be done either notifying us by email to accounts@otenti.co, or where this option is available, by using that option provided within the dashboard of our Service.

6.3) Cancellation by any other means, including, but not limited to, telephone call, fax, text or instant message is not valid

6.4) No refunds will be provided for remaining unused days under a monthly account or accounts, unless otherwise agreed in writing.

6.5) For 12-month (annual) accounts (where offered) a refund will be offered for all complete remaining months of the service not used. No refund will be offered for days remaining in the month of cancellation.

6.6) A refund should be processed within 30 days of our confirmation of the refund validity.

7. Upgrading or Downgrading Accounts

7.1) Users have the ability to upgrade or downgrade their accounts and the services offered at any time.

7.2) Where an account is downgraded the client will be responsible for all the data within the account and any loss of data caused by the downgrading and removal of any service within the account connected to the downgrade. However, we would try to help you download and transfer your data and content in an industry standard format (e.g., JSON, csv).

7.3) Users should backup and download their data prior to requesting a downgrade in service.

7.4) No refunds will be offered for downgraded monthly accounts that have been downgraded before the monthly charge is due on the account. The new lower monthly charge will be automatically applied on the usual date of the monthly charge.

7.5) Where an account is upgraded the new higher monthly charge will be automatically applied on the next usual date of the monthly charge.

7.6) In the case 12-month accounts (when offered) a partial refund will be offered for all complete remaining months of the service where the user downgrades the account. No refund will be offered for days remaining in the month of the downgrade.

7.7) Where a 12-month account is upgraded the increased charge will be applied immediately to the account for the additional amount due until the anniversary date.

8. Free Trial Accounts and Periods

8.1) Trial or offer periods are offered at our sole discretion and are subject to withdrawal at any time and without notice.

8.2) Free trial accounts cannot be shared amongst multiple individuals. Please contact us if you wish to add more accounts to your organisation’s free trial account.

8.3) Free trial accounts and periods are subject to these Terms of Service.

9. Technical Support

9.1) Technical support is provided via such means, tools and channels we decide to offer to you in order to provide a proper Service to our client organisations and their customers and users.

9.2) Technical support is offered at our sole discretion and in accordance with the tier a client is subscribed to and paying for.

9.3) We reserve the right limit the level of technical support to free trial accounts, their customers and users, or to anyone else who is not covered by or exceeds the level of technical support offered under the plan he or his organisation pays for.

10. Specific Service Rules

10.1) As a user you agree not to do any of the following:

a. Publish or seek to distribute any material or information that is unlawful, harmful, obscene, indecent, libellous, profane, defamatory, racist, or in any other way inappropriate or objectionable;

b. Use or harvest data provided by other clients, customers, or users in a way that they would object to;

c. Encourage illegal activity or activity that violates the rights of other users of the Service or third parties, whether individuals or organisations;

d. Upload, supply or use data or content calculated to deliberately mislead other users or third parties, including content falsely made to appear from or be endorsed by us;

e. To pose as another user, third-party or organisation employee for the purposes of obtaining user or third-party information;

f. To transmit or transfer any viruses, trojans, worms or any other malicious programs or code intended to spy on, gain control over, disrupt, destroy or in any other way impair any computer hardware or software or any other equipment;

g. Attempt to gain access to our servers or other equipment in order to disrupt, impair, overload or otherwise hinder or compromise the safety, security or privacy of any of the services provided by or relied upon by clients, their customers and users and us;

h. Reframe or repurpose the Service or any content on it, remove, obscure or block any notices (and advertising as applicable) provided by us on the Service;

i. Load or provide access to content on the Service or link to other content from the Service, which infringes the trademark, patent, trade secret or any other proprietary right of a third-party or infringes any intellectual property law;

j. Send junk or spam email or emails or posts promoting pyramid schemes, chain letters or any other activity that invites users and others to participate in wasting their time and/or money;

k. Use any robot, spider, scraper or other technical means to access the Service or any data or content on the Service.

10.2) If you breach these Terms of Service by sending any unsolicited bulk email, spam, or any other bulk communications to clients, customers and users your actions will cause harm to us and to the Service. Such harm is difficult to quantify and as such you agree to pay us the sum of £500 for each and every individual email or other communication sent to a user or third-party.

10.3) The above list is not intended to be exhaustive. We reserve the right to remove, with or without notice, any data and/or content and suspend or terminate, with or without notice, the account of any user who in our sole judgment is in breach of these Terms of Service.

11. Data and Content Ownership

11.1) A client of our Service retains all ownership rights to data and content he has provided.

11.2) You warrant that any data and content provided by you does not belong to a third-party whose rights have been violated by the content being uploaded, saved, served and/or shown on or using our Service. Furthermore, if any content is owned by a third-party you agree to pay all royalties, fines and settlements owed to that-party, without seeking any contribution from us.

12. Copyrighted Material

12.1) We do not condone or encourage in any way the use of copyrighted or proprietary content or information by any of our clients, and/or their customers and users who are not the legal owners of such content.

12.2) Where notified of such breaches, you will remove the data or content from the Service as soon as practicable.

12.3) If as the owner of such content you believe that your rights have been infringed you should contact us as soon as possible and provide all relevant information in writing.

13. Non-Disclosure of Confidential Information

13.1) For the purpose of these Terms of Service, whether or not you or your organisation signed an NDA with us and whether or not it is in place and effective, Confidential Information means any information relating to the Service which was or is disclosed, or made available to you and/or your organisation, either by your use of, or registering to use the Service, whether for a paid Service or free trial Service, and/or orally, visually or in writing (including graphic material), whether before or after you started using the Service, should be treated as private, confidential and proprietary in nature.

Confidential Information includes but is not limited to:

  • (a) business, financial, operational, scientific, technical, administrative, marketing, planning and staff information, methods, records, plans for products or services, customer or supplier names or lists, trademarks, trade names, trade secrets, contract terms and prices, and data relating to Otentico and the Service;
  • (b) proprietary information, data, know-how, formulae, processes and engineering processes, strategies, designs, reports, data, photographs, print-screens, drawings, specifications, software programs, source code, object code, flow charts, databases, development tools, ideas, concepts, discoveries, inventions, patents, technology, hardware configuration information, programs, prototypes, samples, technical and support literature (including knowledge base, FAQ and any answers or information received via technical support), and data or other material attributable to or deriving its existence from discussions relating to, or using, or evaluating the use of the Service; and
  • (c) any notes, extracts, analyses or materials prepared by or on behalf of you and/or your organisation, which are copied or derived from Confidential Information;

13.2 You agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected.

13.3) Where a Non-Disclosure Agreement (“NDA”) was signed and in place between us and you or your organisation, or where an NDA was not signed or is not in place, you agree to use the Confidential Information exclusively for the purpose of using the Service and not use the information otherwise for its own purposes or benefit.

13.4) You will not disclose any Confidential Information received to any third parties.

14. Content Monitoring

Our clients can freely add data and content to the Service. We do not monitor or assume any responsibility for content uploaded to, saved on or shared using the Service. If at any time we decide to monitor the Service on any occasion it does not mean that we assume responsibility for removing any content or the conduct of any users at the time or in the future.

15. Termination

15.1) We may terminate your client account and all data, content and materials associated with it at any time where these Terms of Service have been breached. Such termination can be with or without notice, but will give you reasonable time to download your data and content. As a client you can choose to terminate your account at any time (subject to any payment plan entered into) and are free to download and/or remove any data and content you have added to the Service.

15.2) Various clauses within these Terms of Service are designed to survive and continue after termination, including (but not limited to) clauses 11 and 19.

16. Access and Backups

16.1) We take all reasonable steps to ensure that the Service is available and functioning fully at all times. However, in the event the Service is unavailable or functioning incorrectly either wholly or partly we shall offer (where possible) the opportunity of repeat performance of the Service we should have offered to you in the first place – where appropriate and practical. Where this is not possible we will offer full or part-refunds subject to clause 18.3 below.

16.2) Refunds will not be offered where a third-party provider who supplies a service to you, rather than us causes the issue.

16.3) While we run automatic periodical backups of all the data and content uploaded and saved on our Service, you are solely responsible for backing up any content or data entered onto the Service by you. We strongly recommend that you regularly and completely backup all of your content and data on the Service.

17. Disclaimer

17.1) We are not responsible for the accuracy of any data or content on the Service, except where such Content is provided by us.

17.2) We are not responsible for any links to third-party websites from the Service and the inclusion of any link does not imply an endorsement of a third-party website or service by us.

18. Limitation of Liability

18.1) We shall be not be liable to you in contract, tort, or otherwise, including negligence, pre-contract or other representations, other than fraudulent or gross negligent misrepresentations, or otherwise for any loss of business, contracts, profits, damage to goodwill or anticipated savings or for any indirect or consequential or loss whatsoever.

18.2) Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

18.3) In any event our liability and that of our employees, officers and third-party partners shall be limited in any 12-month period to the total fee paid for the Service by you in relation to the matter subject to the liability or to a payment of £100, whichever is the greater sum.

19. Indemnity

You agree to indemnify and hold us and our subsidiaries, affiliates and partners and their respective officers and employees harmless from any loss, fines, fees, liability or claim made by any third-party arising from your breach of these Terms of Service whilst using the Service or any other service provided by us.

20. Privacy

Use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms of Service by this reference.

21. Severability

The paragraphs, sub-paragraphs and clauses of these Terms of Service shall be read and construed independently of each other. Should any part of these Terms of Service or paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

22. Waiver

Failure by us to enforce any accrued rights under these Terms of Service is not to be taken as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing.

23. Entire Terms of Service

These Terms of Service set out the entire agreement and understanding between you and us. We reserve the right to change these Terms of Service at any time, on giving reasonable prior notice to you.

24. The Consumer Rights Act 2015

These Terms of Service are specifically written in accordance with the Consumer Rights Act 2015. Should these Terms of Service conflict with the Act, the Consumer Rights Act 2015 shall prevail and apply where you use the Service strictly as a consumer only, but not as a client.

25. Jurisdiction

These Terms of Service shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts. Where applicable your statutory rights are unaffected.

26. GDPR Terms

26.1) Definitions:

These additional terms apply where you are a client of Otentico and are operating as a “data controller” (as that term is defined in the GDPR) in your use of the Services.

The terms “personal data,” “data subject,” “processing,” and “processor” shall have the meanings given to those terms respectively in the GDPR.

26.2) Processing Instruction:

By registering to use the Services and agreeing to these Terms of Service and our Privacy Policy, you are providing us with instructions to process any personal data collected by you through the Service, on your behalf.

26.3) Customer Obligations:

You shall ensure and hereby warrant and represent that you are entitled to transfer personal data to Otentico so that Otentico may lawfully process and transfer the personal data in accordance with these Terms of Service. You shall ensure that relevant data subjects (e.g., your employees) have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection laws and have sole responsibility for the accuracy, quality and legality of personal data processed by Otentico in the provision of the Services.

26.4) Otentico Obligations:

Where Otentico is processing personal data on your behalf, it will:

(a) only do so on your documented instructions and in accordance with applicable law, including with regard to transfers of personal data to a third country or an international organisation, and the parties agree that these Terms of Service and our Privacy Policy constitute such documented instructions;

(b) ensure that all Otentico personnel involved in the processing of personal data have committed themselves to confidentiality;

(c) where applicable to you and where it is technically feasible, make available information necessary for you to demonstrate compliance with your obligations under Article 28 of the GDPR, where such information is held by Otentico and is not otherwise available to you through your account and client areas or on Otentico websites, provided that you provide Otentico with at least 14 days’ written notice of such an information request;

(d) notify you of all requests received directly from a data subject in respect of that data subject’s personal data submitted through the Services;

(e) upon deletion by you, not retain personal data from within your account other than in order to comply with applicable laws and regulations and as may otherwise be kept in routine backup copies made for disaster recovery and business continuity purposes, which will also be deleted 12 months after data is deleted from an account); and

(f) to the extent reasonably able, assist you as reasonably required (at your expense) where you wish to conduct a data protection impact assessment involving the Services.

26.5) Otentico sub-processors:

Otentico uses trusted partners in facilitating certain elements of our Services (“sub-processors”). By agreeing to these Terms, you provide a general authorisation to Otentico to engage onward sub-processors, subject to compliance with the requirements set out here. If you wish to receive a list of sub-processors who handle personal data for Otentico please submit a support request. On completion of this request, you will receive updates when we add any new sub-processors to this list and you will have 15 days to object to any additions to the list before the change is implemented by us. If you object to a particular sub-processor, who we cannot disassociate from your Services, your sole remedy will be to terminate your subscription relating to the Services that cannot be reasonably provided without the objected-to new sub-processor. Such termination will be without a right of refund for any fees prepaid by you for the period following termination.

26.6) Liability.

Otentico will be liable for the acts and omissions of its sub-processors to the same extent Otentico would be liable if performing the services of each of those sub-processors directly under these Terms of Service, except as otherwise set forth in these Terms of Service and Otentico ensures that all its sub-processors are bound by contractual terms that are in all material respects no less onerous than those contained in these Terms of Service.

26.7) Security Measures:

Otentico has, considering the state of the art, cost of implementation and the nature, scope, context and purposes of the Services and the level of risk, implemented appropriate technical and organisational measures to ensure a level of security appropriate to the risk of unauthorised or unlawful processing, accidental loss of and/or damage to your personal data and as specified in these Terms of Service.

26.8) Security Incident:

If Otentico becomes aware of any unauthorised or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data (“Security Incident”), Otentico will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. Otentico will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Otentico.

26.9) Liability for Data Processing.

The parties’ respective aggregate liability whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any and all claims arising out of or in connection with this Section EU2 shall be as set out in these terms, unless otherwise agreed in writing.

OTENTICO Limited.

Last Updated: 22 February 2019