Terms & Conditions

Effective Date: 25th October 2021, Version: 1.0

1.    INITIAL PROVISIONS

1. These Terms of Service apply to all contractual relationships between Velaris and the Customer.
2. These Terms of Service are subject to change. The current version is always available at https://www.velaris.io/terms-of-service.
3. By entering into the Agreement with Velaris, You, the Customer, acknowledge that you have read and understood these Terms of Service and agree to be bound by them.

2.    DEFINITIONS

In these Terms of Service, the following capitalised definitions have the following meaning:

3.    VELARIS PLATFORM

1. Service. Subject to the terms agreed in the Agreement, Velaris shall provide the Service to the Customer and its Users.
2. Access. The Service is available only through electronic means and protected by login details that are needed to access the Account. If the Customer does not identify an email address in the Agreement through which login details shall be obtained, Velaris may use any of the email addresses that the Customer used to execute the Agreement. The access is considered provided as soon as theCustomer's email address is input onto the Velaris Platform, and the Customer may obtain the login details.
3. Platform Only. The Velaris Platform does not include equipment or ancillary services necessary to access the Velaris Platform, such as internet connection, the hardware required to connect to the internet (e.g., computers, phones, modems, switches), or their security.
4. Development. The Velaris Platform remains in constant development. The Customer agrees that Velaris may unilaterally remove or add new features to the Velaris Platform without substitution or compensation to the Customer.
5. Subcontractors. Velaris may use subcontractors to provide certain parts of the Service(e.g., hosting). Velaris remains liable for these subcontractors as if Velaris provided that part of the Service.

4.    USE OF VELARIS PLATFORM

1. Purpose. The Customer and its Users shall use the Velaris Platform solely for its internal purposes subject to the terms of the Agreement.
2. Prohibited Use. The Customer or its Users shall not, in respect to the Velaris Platform, do or attempt to do the following:
   • create any derivative product;
   • allow the access of persons other than Users;
   • circumvent its limits or limitations;
   • remove any proprietary notices, labels, or marks;
   • copy any ideas, modules, functions, or graphics;
   • use it for illegal conduct;
   • transmit to or from it any material containing malicious code (e.g., virus, trojan horse) or other harmful files, scripts, agents, or programs; or
   • interfere with or disrupt the integrity or performance.
3. Export of Customer Data. Following the Customer's request made during the Term or no more than thirty (30) days after the termination or expiration date of the Agreement, Velaris will make the Customer Data available to the Customer in a file for download in csv format together with any attachments in their native format.

5.    THIRD PARTY INTEGRATIONS

1. Access to Third Party Software. While using the Velaris Platform, the Customer may, through ApplicationProgramming Interface (API) or otherwise, allow certain Third Party Software to access, or be accessed by, the Velaris Platform.
2. Use of Third Party Software. The Customer is solely liable for any use of the Third Party Software and shall review all applicable terms and privacy and technical security thereof.
3. Liability. The Customer agrees that Velaris shall not be held liable for any loss or damage from the Customer's use of the Third Party Software in connection with the Velaris Platform.
4. Indemnification. The Customer shall defend and fully indemnify Velaris against all liabilities, damages, losses, costs, fees (including reasonable legal fees), and other expenses connected to claims of a third party arising from the Customer's use of Third Party Software.

6.    PRICING AND FEES

1. Fees. The Customer shall always pay the Fees without any offset or deduction and in the currency outlined in the Agreement. All Fees are non-refundable and non-cancellable.
2. Billing period. Velaris shall invoice the Customer for the Service in accordance with the billing period agreed to in the Agreement. If no billing period was agreed in the Agreement, Velaris shall invoice annually in advance.
3. Invoices. All invoices shall be due within fourteen (14) days unless specified to the contrary in the Agreement.
4. Disputes. Any dispute of the Fees must be notified to Velaris in writing within the billing period for which the Customer paid the disputed Fees.
5. Overdue Fees. Any Fees (or their part) not paid when due shall accrue interest at the rate of 3% p.a. above the Bank Rate of the Bank of England, unless the BankRate is less than 0%, in which case the interest shall be 3% p.a.
6. Taxes. The Fees exclude Taxes, which the Customer shall pay. Should Velaris have a legal obligation to pay or collect any of the Taxes, Velaris will invoice this amount to the Customer unless the Customer provides Velaris with a valid tax exemption certificate authorised by the relevant tax authority without undue delay.

7.    WARRANTIES

1. Warranty. Each Party represents and warrants to the other Party that:
   • it is duly incorporated and validly existing under the laws of the country of its incorporation; and
   • has required corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under the Agreement.
2. Customer Warranty. The Customer represents and warrants to Velaris that it owns sufficient right, title, and interest in the Customer Data to allow the Parties to perform its rights and obligations under the Agreement without infringing any third party's right.
3. Availability. Velaris hereby represents and warrants that it will use reasonable efforts during the Term to make the Velaris Platform available twenty-four hours a day, seven days a week in the Territory.
4. No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VELARIS DISCLAIMS ANYAND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, NON-INFRINGEMENT, SYSTEM INTEGRATION, OR QUIET ENJOYMENT, AND THE VELARIS PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE".

8.    LIABILITY AND ITS LIMITATION

1. Force Majeure. Neither Party will violate the Agreement or be liable for damages if the failure to perform the obligation is due to a Force Majeure event.
2. Liability Limitation. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT,SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF APARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF EACH PARTY TO THE OTHER FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT FROM WHICH THE LIABILITY AROSE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
3. Essential considerations. The Parties acknowledge and agree that the disclaimers, exclusions, and limitations of liability set forth in Clauses 6 and 7 herein form an essential basis of the Agreement, and that, absent these disclaimers, exclusions, and limitations of liability, the terms of the Agreement, including, the economic terms, would be substantially different.

9.    CONFIDENTIALITY

1. Confidentiality Obligation. Each Party agrees that all Confidential Information is proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party. Each Party further agrees as follows:
   • to use the Confidential Information only to effectuate its rights and obligations under the Agreement;
   • restrict access to the Confidential Information to such of its personnel, agents, or consultants, who need access to it and who have a confidentiality obligation similar to the one in the Agreement; and
   •  protect theConfidential Information with the same degree of care as its own but in no case less than with reasonable care.
2. Exceptions. The preceding Clause shall not apply to Confidential Information that:
   • is publicly available when disclosed;
   • becomes publicly available through no fault of the other Party;
   • is provided to the other Party by a third party who obtained it without breaching a confidentiality obligation;
   • is independently developed by the other Party without any use of the Confidential Information or persons who have the knowledge thereof;
   • is approved in writing for release or disclosure by the other Party; or
   • is requested for disclosure by law, court, or a governmental body; in such a case, that Party must provide all information about this request for disclosure to the otherParty as soon as legally possible.

10.    INTELLECTUAL PROPERTY AND DATA PROTECTION

1. Intellectual Property. The Parties acknowledge that the outcome of the Service is not to transfer any right, title, or interest to the intellectual property of eitherParty and therefore, the Parties agree that:
   •  Velaris or its licensors (if applicable) retain all right, title, and interest in and to the Velaris Platform, and the Customer acknowledges that it neither owns, acquires, or receives any rights in and to the Velaris Platform or will do so during the course of the Agreement;
   • the Customer grants Velaris a limited, non-exclusive, non-transferable right to use the Customer Data to:

     • perform Velaris' obligations under the Agreement, and
     • analyse the Customer's use of the Velaris Platform to improve theService;
   • subject to the rights granted in the preceding Clause, the Customer retains all right, title, and interest in and to the Customer Data, and Velaris acknowledges that it neither owns, acquires, or receives any rights in and to the Customer Data or will do so during the course of the Agreement; and
   • the Customer grants Velaris a limited, non-exclusive, non-transferable right to use the Customer's logo and business name to publicly refer to the Customer as a user of theService so long as Velaris abides by any corporate identity rules that it receives from the Customer for this purpose.
2. Data Protection. Data protection is governed by the Data Processing Addendum. These Terms of Service shall prevail in case of their discrepancy with the Data ProcessingAddendum.

11.    NOTICES

1. Notices. Any notices, invoices, or letters under the Agreement shall be delivered to the Parties by electronic means (email). Both Parties shall specify email addresses in the Agreement. If the Customer does not identify an email address in the Agreement, Velaris may use any of the email addresses that the Customer used to execute the Agreement.

12.    TERM, SUSPENSION, TERMINATION

1. Term. The Term shall commence on the Effective Date and continue for the period agreed to in the Agreement; if no period is specified in the Agreement, the Term shall last for twelve (12) months from the Effective Date.
2. Renewal. The Agreement shall be automatically renewed for additional periods equal to the Term unless any Party provides a written notice of intent not to renew at least thirty (30) days before the expiration of then-current Term.
3. Suspension. If any part of the Fees is overdue, Velaris will notify the Customer in writing and, following this notification, has the right to suspend the Service, without limiting its other rights or remedies, until all overdue Fees are paid in full. The suspension of the Service may be in the form of:
   • soft-lock, when data flow to and from the Velaris Platform remains unrestricted but the Account cannot be accessed; or
   • hard-lock, when both data flow and access to the Account are restricted, as decided by Velaris in its sole discretion.
4. Termination. Either Party may further terminate the Agreement without a notice period in case the other Party:
   • materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving notice of such a breach; or
   •  becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition or the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing;
5. Procedure after Termination. Upon expiration or termination of the Agreement:
   • each Party shall promptly return or destroy all Confidential Information of the other Party(other than Customer Data);
   • Customer may request that Velaris provides Customer Data pursuant to Clause 4.c; and
   • Velaris shall hard-lock the Account and, following an additional sixty (60) days, delete theCustomer Data.

13.    FINAL PROVISIONS

1. Governing Law and Jurisdiction. The Agreement and any dispute or claim arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales. The courts of England shall have exclusive jurisdiction to settle any such dispute or claim.
2. Severability. The provisions of these Terms of Service are severable, and if any of them is held to be illegal or unenforceable, the validity or enforceability of the remainder of the Terms of Service remain unaffected.
3. Set-off. The Customer is not authorised to offset any of its claims against any of Velaris' claims, nor it is authorised to retain payments, in any manner, intended for Velaris regardless of the nature or purpose of such payments. Velaris is authorised to offset its claims against the claims of the Customer.
4. Assignment. Neither Party may assign or transfer any of its rights or obligations from the Agreement to any third party without the prior written consent of the other Party.
5. Beneficiaries. The Agreement is executed for the sole benefit of the Parties, their successors, or permitted assigns and they will not be construed as conferring any rights to any third party.
6. Change of the Terms of Service. Velaris may unilaterally issue a new version of the Terms of Service that shall apply to the Agreement following a thirty (30) day-long notification to the Customer in writing. Should the Customer object to this change, a new version of the Terms of Service will only apply to the Agreement when the Term is renewed.