"Content" means information – either audio, text, files, images or any similar communications element – transmitted through any Service;
"Credentials" means any combination of username or password that permit access to any Service;
"Data Controller" and "Data Processor" have the meanings set out in section 1(1) of the Data Protection Act 1998 and with effect from 25th May 2018 set out in Article 4 of the General Data Protection Regulation ("GDPR").
"Data Subject" means an individual who is the subject of Personal Data.
"Intellectual Property Rights" means all iovox patents, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same;
"Liability" means the liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
"Personal Data" has the meaning set out in section 1(1) of the Data Protection Act 1998 (and with effect from 25th May 2018 set out in Article 4 of the General GDPR) and relates only to personal data, or any part of such personal data, in respect of which You are the Data Controller and in relation to which iovox is the Data Processor providing services under this agreement.
"Personal Data Breach" means a Personal Data Breach (as defined in Article 4 of the GDPR) in respect of Personal Data.
"Processing" and "process" have the meaning set out in section 1(1) of the Data Protection Act 1998 and with effect from 25th May 2018 set out in Article 4 of the GDPR.
"Service" or "Services" means any service provided by Us to You including, but not limited to, providing access to the Website, mobile application(s), connections to third party systems and, depending on the Service in use, provision of telephone numbers;
"Third Party Systems" means another application or system (such as your Customer Relationship Management ("CRM") system) that the Service may interact with;
"User" means any person who uses a Service;
"We, Us, Our or iovox" means iovox Limited;
"Website" means Our Website at URL www.iovox.com or such other URL that We may use to provide any Service from time to time;
"You or Your" means the person that is the User of a Service.
This is a legally binding Agreement between You and Us for the provision of Services. We may modify or terminate any Service from time to time, for any reason, and without notice, without Liability to You, any other User or any third party. Your continued use of iovox Services after We post any amendment to the Terms shall constitute Your agreement to be bound by any such changes. We also reserve the right to change at any time the features and Services offered and We do not warrant that any feature of iovox will be available for the entire duration of Your usage of the Services. The discontinuance, alteration or addition of any feature or aspect of the Services will not entitle You to claim a refund of any fees paid, or any other monetary or equitable compensation or consideration to the full extent allowed by applicable law.
As part of the registration process, each User will select Credentials to access the Services. You are solely responsible for the security and secrecy of Your Credentials and You must ensure they are not revealed to any third party. You are responsible for any unauthorized activities that occur under Your account in the event that You reveal Your Credentials to anyone. If You discover or suspect any unauthorized use or disclosure of Your Credentials or that Your account security has been compromised, You must immediately inform Us and change Your password. You are advised to change Your password(s) or any other security identification regularly to protect Your own security. You are responsible for ensuring that You do not divulge Your account credentials to anyone else. We will ensure that any of Your data stored in our systems are stored in accordance with all relevant Data Protection legislation. Due to Your use of other systems, including, but not limited to Third Party Systems, we cannot guarantee the safety and security of any transmission.
- Privacy and Data Protection
- You and We acknowledge that for the purposes of the GDPR, You are the Data Controller and We are the Data Processor in respect of any Personal Data. Your use of Our Services is subject to all applicable data protection and privacy laws. Schedule 1 to this Agreement sets out certain information regarding Our Processing of Personal Data as required by Article 28(3) of the GDPR.
- We shall process the Personal Data only in accordance with Your documented instructions from time to time and shall not process the Personal Data for any purpose other than the provision to You of Our Services unless and only to the extent that such Processing is required by applicable laws to which We are subject (in which case We will inform You of that legal requirement before Processing, unless that law prohibits such information). We will notify you if we consider that an instruction by you infringes the GDPR.
- You acknowledge that We process the Personal Data internally within our family of companies (who may be located outside the EEA). We will ensure that any such company within Our family of companies is bound by data protection obligations ensuring protection of Personal Data equivalent to those set out in this Agreement. By submitting Personal Data to the Services and/or to Us, you agree to this Processing of Personal Data.
- We shall take reasonable steps to ensure the reliability of all our employees who have access to the Personal Data and ensure that all such employees have committed themselves to confidentiality.
We warrant that, having regard to the state of technological development and the cost of implementing any measures, We will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate tothe harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and the nature of the data to be protected. We will notify you without undue delay after becoming aware of any Personal Data Breach and will provide you with such information within Our possession as may reasonably be required by You to fulfill Your obligations under Article 33 of the GDPR.
- We will comply with any reasonable written request by You to: (i) assist You to fulfill Your obligations to respond to requests to exercise Data Subject rights under Chapter III of the GDPR (insofar as this is possible and taking into account the nature of Our Processing of Personal Data); (ii) provide information about Our Processing of Personal Data including information about the technical and organizational security measures used to comply with the clause above and allow for and contribute to audits in respect of Our Processing of Personal Data under this Agreement (provided that (a) there shall be no more than one (1) audit per calendar year, (b) the timing, cost and scope of such audits shall be agreed with Us in advance, and (c) the auditor shall enter into a non-disclosure agreement with Us on terms acceptable to Us prior to commencement of the audit); and (iii) provide assistance to You in ensuring compliance with the obligations under Articles 32 to 36 of the GDPR (in each case taking into account the nature of Our Processing and the information available to Us).
- You agree to indemnify Us and keep Us indemnified and defend Us at your own expense against all costs, claims, damages or expenses incurred by Us or for which We may become liable due to any failure by You or Your employees or agents to comply with any of Your obligations under this Agreement.
- You acknowledge that We are reliant on You for direction as to the extent to which We are entitled to use and process the Personal Data. Consequently, We will not be liable for any claim brought by a Data Subject arising from any act or omission by Us, to the extent that such action or omission resulted directly from Your instructions.
- We will (at your option) upon written notice to Us following termination of this Agreement delete all Personal Data within our possession or control and We will delete all copies thereof, unless We are otherwise required under applicable law to retain such Personal Data.
- Account Responsibilities
You shall provide iovox with accurate, complete, and updated account information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Your access and right to use the Services. You may not select or use a username of another person with the intent to impersonate that person, or use a name subject to the rights of any other person without written authorization. We reserve the right to refuse, change or remove Credentials which We deem inappropriate or offensive. If any of your personal or company details change at any time (including for example, your email address, telephone number or location), you can update your personal information via your online account. Any fraudulent, abusive, or otherwise illegal activity will be grounds for termination of Your right to use and access the Services, at iovox’s sole discretion, and You may be reported to appropriate law-enforcement agencies. You must not use or allow any part of the Services to be used to post or transmit any Content which may be illegal, objectionable, defamatory, offensive, or indecent, or transmit or post Content that may cause inconvenience, irritation, annoyance, or harassment, to anyone. This includes transmitting or posting junk mail, spam, chain letters, solicitations or distributing Content to any party who has not given permission to be included in the distribution. You must not make or attempt any unauthorized access to any part or component of the Services, the iovox network or any Third Party Systems or networks to which You can connect through the Services directly or otherwise. You must not disrupt the various networks that are connected to the Services or violate the regulations, policies or procedures of such networks. You must not use the Services in any manner or for any purpose which may constitute a violation or infringement of the rights of any party including but not limited to their intellectual property or confidentiality, whether for profit or not. You agree that You will not use any device, software, or other technology to interfere or attempt to interfere with the proper working of a Service.
- Paying for the Service
You agree to pay all fees and any other charges incurred in connection with Your use of the Services at the rates in effect when the charges were incurred. You are responsible for all fees and charges incurred to access the Services through a telephone company, mobile phone provider or any other, similar third party charges related to accessing the Services. Depending on the Service used, You may pay through credit card or by electronic payment based on a monthly invoice. Any change/termination in the method of payment will only be effected from the next payment due date onwards. Any already invoiced monthly charge for cancelled Services will not be credited nor refunded. Charges will be calculated based on Our records or, where applicable, records supplied to Us by another service provider. You will not be required to pay for any Service that You did not subscribe to. Where You have chosen to pay by credit card You must inform Us immediately if Your credit card is lost, stolen, expired or terminated or if You want to terminate this method of payment. If We are unable to make the deduction or settlement with Your card company, We will not be liable to You in any way and You must make payment for outstanding amounts together with any administrative fees for the failed transaction. Any fraudulent payments made to iovox will terminate Your Service immediately and all information relating to Your account will be passed onto the relevant authorities and credit card companies.
The price of the Service shall be as posted on the Website or otherwise provided or agreed to in writing, depending on the type of Service being used. Our prices are typically stated in Pounds Sterling or US Dollars. Prices in Pounds Sterling are exclusive of any applicable Valued Added Tax (VAT) unless otherwise stated. Our prices are subject to increase and You will become notified of this increase by Us posting the price increases to the Website. You shall pay all sums due to Us without any set-off, deduction, counterclaim and/or any other withholding of monies. Payment shall not be deemed to be made until We have received either cash or cleared funds in respect of the full amount outstanding.
If You fail to make any payment due for use of a Service in a timely fashion iovox reserves the right to terminate Service with immediate effect and without notice. All monies paid by You to Us are non-refundable and cancellation and/or termination of Service by You or Us at any time for any reason will not entitle You to a refund of monies paid except as otherwise provided by applicable law.
Unless otherwise set forth in a written agreement between You and Us, this Agreement will remain in full force and effect while You use any Service. Individual Users may terminate Service at any time for any reason, by submitting written notice to iovox stating Your desire to terminate and including Your username and registered email address. Without prejudice to any other provision in this Agreement (including any right of Ours to claim damages), iovox can at any time suspend or terminate Your Service. We may terminate Your Service by sending notice to You at the email address You provide, or by any other process reasonably calculated to notify You.
If iovox terminates or suspends Your access to the Services You must not attempt to re-register or to use the Services except where We notify You in writing otherwise. All decisions regarding the termination of accounts shall be made in the sole discretion of iovox. We are not required, and may be prohibited, from disclosing a reason for the termination of Your account. Even after Service is terminated, this Agreement will remain in effect to the extent necessary to give meaning to terms and conditions protecting iovox. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination including but not limited to indemnity and Liability limitation provisions.
- Use of Services May Vary by Location
The Services are controlled and operated by iovox. We make no representation that materials in the Service are appropriate or available for use in Your location. Those who choose to access the Service from any location do so on their own initiative and are responsible for compliance with all applicable country, regional or local laws.
- Indemnity: Liability Limitation
You agree to indemnify and hold iovox and its subsidiaries, affiliates, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content You submit, post to or transmit through the Service, Your use of the Services, Your connection to the Service, Your violation of the Terms, or Your violation of any rights of another person or entity. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The trademarks, logos and service marks ("Marks") displayed in the Services are the property of iovox or other third parties. You are not permitted to use the Marks without the prior written consent of iovox or such third parties that may own the Marks.
- Website Links
We may provide links to other sites ("Link Sites") that We feel are relevant and interesting to Our Users. We are not responsible for the Content on Link Sites and is not responsible for the accuracy of the information and intellectual property notices therein. Some of these Link Sites may provide You with opportunities to purchase products. We do not endorse any of these products nor do We make any representations or warranties in connection with such products.
- Website and Warranty Disclaimers
The information provided in connection with Our Services is provided by us, and while We endeavor to keep the information up to date and correct, We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Website or the information, products, services, or related graphics contained in the Services for any purpose. Any reliance You place on such information is therefore strictly at Your own risk. Every effort is made to keep the Services up and running smoothly. However, We take no responsibility for, and will not be liable for, the Services being unavailable due to technical issues. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT THE OPERATION OF OUR SOFTWARE RELATED TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED.
- Intellectual Property Rights
Except for the limited rights granted to You herein all title and interests in Intellectual Property Rights is owned by Us. All rights not expressly granted under this Agreement shall remain the exclusive property of iovox and are hereby reserved. We also reserve all right, title and interest to all icons, graphics and any Marks that are used in or are associated with Our software or Services. You agree not to take any action to jeopardize, limit or interfere with Our ownership of the Intellectual Property Rights. This Agreement does not, under any circumstances, grant You the right to review, obtain or access any Intellectual Property Rights, including without limitation Our software source code.
- Choice of Law: Jurisdiction. Subject to Clause 4 above
The laws of England and Wales will apply to any matters or issues relating to these Terms or the Services applicable to contracts made and wholly performed therein, excluding conflict of law provisions; provided that Your use of the Services may be subject to other laws depending on Your geographic location and/or Your particular use of the Services. Any claims arising out of or relating to these Terms or the Services will be litigated exclusively in the courts of England and Wales, and You consent to personal jurisdiction in those courts.
- General Provisions
Upon termination of the Services or Agreement for any reason, You shall promptly delete and destroy all copies of the iovox software used in relation to the Services. If any provision of this Agreement is prohibited by law or held to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected, and the Terms shall continue in full force and effect as if such prohibited, illegal or invalid provision had never constituted a part hereof, with this Agreement being enforced to the fullest extent possible. The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder. This Agreement sets forth the entire understanding of the parties, subject only to applicable law and any executed agreement between the parties, as to its subject matter herein. The Terms may not be modified except as provided for herein or in a writing executed by both parties.
Effective May 11, 2018. If You have any questions about these Terms, You can contact our team at firstname.lastname@example.org.
Schedule 1 – DETAILS OF PROCESSING OF PERSONAL DATA
This Schedule 1 includes certain details of the Processing of Personal Data as required by Article 28(3) GDPR.
Subject matter and duration of the Processing of Personal Data
Call data for as long as the customer has an active account with iovox or otherwise instructs for deletion once no longer using services provided by us.
The nature and purpose of the Processing of Personal Data
Call data is captured and retained by iovox to be used in connection with the services subscribed do by the customer which may include, among other things, analytics on calling patterns, missed calls, notes for later search and retrieval, or notes or tags for calls shared with third party systems or others.
The types of Personal Data to be Processed
Types of data include call recordings (if selected as an enabled feature by the customer), call details associated with the duration of a call, time of the call, destination number called, whether the call was answered, tags or notes made by the customer in connection with a phone call for potential sharing into third party systems such as CRM or with other users and non-users of iovox services.
The categories of Data Subject to whom the Personal Data relates
Callers of iovox customers, or customers who subscribe directly to iovox services.
Your obligations and rights
Your obligations and rights are set out in section 4 of this Agreement.