Sevron Subscription Terms of Service
Effective day 14 February 2018

This Sevron Subscription Terms of Service ("Agreement") is entered into by and between the Sevron entity set forth below ("Sevron") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.

This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Sevron pursuant to any Sevron ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.

The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

As used in this Agreement, "Sevron" means (a) Sevron Ltd., a United Kingdom company with offices at 77 Golden Hill Lane, Leyland, Lancashire, PR25 3FF, UK, if Customer's billing address on the applicable Order Form is located anywhere in the world.

Modifications to this Agreement : From time to time, Sevron may modify this Agreement. Unless otherwise specified by Sevron, changes become effective for Customer upon renewal of Customer's current Subscription Term (as defined below) or entry into a new Order Form. Sevron will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If Sevron specifies that changes to the Agreement will take effect prior to Customer's next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ IT CAREFULLY.

1. Definitions

"Affiliate" means any entity under the control of Customer where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.

"AUP" means Sevron's Acceptable Use Policy, available at https://sevron.co.uk/acceptable-use-policy or a successor URL.

"Contractor" means an independent contractor or consultant who is not a competitor of Sevron.

"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.

"Customer Properties" means Customer's websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with People.

"Dashboard" means Sevron's user interface for accessing and administering the Services that Customer may access via the web or the Sevron Apps.

"Documentation" means the technical user documentation provided with the Services.

"Feedback" means comments, questions, suggestions or other feedback relating to any Sevron product or service.

"Sevron App" means any mobile application or desktop client software included in the applicable Service that is made available by Sevron.

"Sevron Code" means certain JavaScript code, software development kits (SDKs) or other code provided by Sevron for deployment on Customer Properties.

"Laws" means all applicable local, county and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.

"People" (in the singular, "Person") means Customer's end user customers, potential customers, and other users of and visitors to the Customer Properties.

"Permitted User" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.

"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other personal data of an EU citizen deemed to be in a "special category" (as identified in EU Data Protection Directive 95/46/EC or any successor directive or regulation).

"Services" means Sevron's proprietary software-as-a-service solution(s), including the Dashboard, Sevron application programming interfaces (APIs), Sevron Code and Sevron Apps, as described in the applicable Order Form.

"Taxes" means any sales, use, VAT, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Sevron.

"Third-Party Platform" means any software, software-as-a-service, data sources or other products or services not provided by Sevron that are integrated with Services as described in the Documentation.

2. Sevron Services

2.1. Services Overview. Sevron's Services are a suite of messaging software-as-a-service solutions offered through a single platform. The Services are designed to enable Customer to manage communications with People through the entire lifecycle of their relationship with Customer and to provide a Dashboard for accessing and managing Customer Data regarding those People. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. The Services also include Sevron Code deployed on Customer Properties to enable live chat and messaging functionality.

2.2. Provision of Services. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term"). Sevron may also offer Professional Services (as defined in Section 12) related to certain Services. Customer will purchase and Sevron will provide the specific Services and related Professional Services (if any) as specified in the applicable Order Form.

2.3. Access to Services . Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including without limitation the number of People tracked). Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on Sevron's systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will immediately delete such user ID and otherwise terminate such Permitted User's access to the Service. The right to use the Services includes the right to deploy Sevron Code on Customer Properties in order to enable messaging, chat and similar functionality and to collect Customer Data for use with the Services as further described below.

2.4. Sevron Apps. To the extent Sevron provides Sevron Apps for use with the Services, subject to all of the terms and conditions of this Agreement, Sevron grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the Sevron Apps internally, but only in connection with Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement.

2.5. Contractors and Affiliates. Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.

2.6. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Sevron); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation (i) the "Powered by Sevron" designation that may appear as part of the deployment of the Services on Customer Properties and (ii) notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.

2.7. Sevron APIs. If Sevron makes access to any APIs available as part of the Services, Sevron reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Sevron may monitor Customer's usage of such APIs and limit the number of calls or requests Customer may make if Sevron believes that Customer's usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on Sevron).

2.8. Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service (a "Trial Subscription"), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by Sevron (the "Trial Period"). Trial Subscriptions are permitted solely for Customer's use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period. Sevron has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SEVRON WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

3. Customer Data

3.1. Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Sevron. Subject to the terms of this Agreement, Customer hereby grants to Sevron a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.

3.2. Storage of Customer Data . Sevron does not provide an archiving service. Sevron agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term. Sevron expressly disclaims all other obligations with respect to storage.

3.3. Customer Obligations .

a) In General. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Sevron that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting Sevron the rights in Section 3.1 (Rights in Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer's accounts with any Third-Party Platforms. Customer further represents and warrants that all Customer Data complies with the AUP. Customer will be fully responsible for any Customer Data submitted to the Services by any Person as if it was submitted by Customer.

b) No Sensitive Personal Information. Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that Sevron is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant. Sevron will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.

c) Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other anti-spam laws and regulations.

d) Disclosures on Customer Properties. Customer acknowledges that the Sevron Code causes a unique cookie ID to be associated with each Person who accesses the Customer Properties, which cookie ID enables Sevron to provide the Services. Customer will include on each Customer Property a link to its privacy policy that discloses Customer's use of third party tracking technology to collect data about People as described in this Agreement. Customer's privacy policy must disclose how, and for what purposes, the data collected through Sevron Code will be used or shared with Sevron as part of the Services. Customer must also provide People with clear and comprehensive information about the storing and accessing of cookies or other information on the Peoples' devices where such activity occurs in connection with the Services and as required by applicable Laws. For clarity, as between Customer and Sevron, Customer will be solely responsible for obtaining the necessary clearances, consents and approvals from People under all applicable Laws.

e) Social Media Data.

i. Restrictions.Customer agrees not to use any Social Media Data obtained via the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, sending electronic communications (including email) in violation of applicable Law, or any other activity or purpose that may be identified as prohibited by Sevron from time to time.

ii. Disclosures.Customer agrees to obtain all necessary clearances, consents and approvals from People in order to use Social Media Data as required under all applicable Laws, including without limitation by disclosing in Customer's privacy policy information about the collection and use of People's email addresses as set forth in this Section.

3.4. Indemnification by Customer. Customer will indemnify, defend and hold harmless Sevron from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data or breach or alleged breach by Customer of Section 3.3 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Sevron at Customer's expense. Notwithstanding the foregoing sentence, (a) Sevron may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without Sevron's prior written consent, unless the settlement fully and unconditionally releases Sevron and does not require Sevron to pay any amount, take any action, or admit any liability.

3.5. Aggregated Anonymous Data . Notwithstanding anything to the contrary herein, Customer agrees that Sevron may obtain and aggregate technical and other data about Customer's use of the Services that is non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"), and Sevron may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other Sevron customers. For clarity, this Section 3.5 does not give Sevron the right to identify Customer as the source of any Aggregated Anonymous Data.

4. Security

Sevron agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, Sevron will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Sevron's control.

5. Third-Party Platforms

The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes Sevron to access Customer's accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that Sevron has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. Sevron does not guarantee that the Services will maintain integrations with any Third-Party Platform and Sevron may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this Agreement governs Customer's use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

6. Ownership

6.1. Sevron Technology. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Sevron or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "Sevron Technology"). Except as expressly set forth in this Agreement, no rights in any Sevron Technology are granted to Customer. Further, Customer acknowledges that the Services are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of any of the Services, except for Sevron Code and the Sevron Apps in the format provided by Sevron.

6.2. Feedback. Customer, from time to time, may submit Feedback to Sevron. Sevron may freely use or exploit Feedback in connection with any of its products or services.

7. Subscription Term, Fees & Payment

7.1. Subscription Term and Renewals. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for an additional twelve month period unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.

7.2. Fees and Payment . All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. Except as expressly set forth in Section 9 (Limited Warranty) and Section 14 (Indemnification), all fees are non-refundable. The rates in the Order Form are valid for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase of up to ten percent (10%) per year. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If Customer is required by Law to withhold any Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Sevron receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

7.3. Late Payment . If any due payment remains unpaid for a period in excess of 7 (seven) days following any Payment Date then without prejudice to any other rights and remedies under this Agreement: (a) Sevron shall be entitled to immediate payment of the full balance of the Total Cost together with the VAT on the Total Cost and payment of sums already due and outstanding under this Agreement; (b) Sevron shall be entitled to levy and the Subscriber shall pay a late payment charge payable at the following rates: (i) £40 for each invoice that is for less than £1,000 (excluding VAT); (ii) £70 for each invoice that is for less than £1,000 (excluding VAT) but less than £10,000 (excluding VAT); (iii) £100 for any invoice that is for £10,000 (excluding VAT) or greater; (c) any discounts that have been agreed by Sevron shall not apply to the outstanding invoice(s); (d) Sevron shall be entitled (without prejudice to its other rights and remedies) to daily interest on any unpaid monies from the relevant Payment Date until Sevron receives the monies in cleared funds, at a rate equal to 8 (eight) per cent per annum above the base rate for the time being of Royal Bank of Scotland plc. (or any higher rate permitted by applicable law) and to recover costs that are incurred on its behalf for collection of debts under this Agreement from the Subscriber; and (e) Sevron shall be entitled to suspend the Subscriber’s and each of its End Users access to any or all Services and Service Content until it receives in cleared funds the full balance of the Total Cost outstanding together with the VAT and all other sums already due and outstanding under this Agreement. After Sevron receives such monies in cleared funds, if the Agreement is still in effect and the Subscriber is compliant with this Agreement, Sevron shall reinstate the Services as soon as reasonably practicable.

7.4. Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:

  1. Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes Sevron (or its designee) to automatically charge Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer's use of the Services and may include subscription fees for the remainder of Customer's applicable billing period and overage fees for the prior month.
  2. Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer's Credit Card may charge a foreign transaction fee or other charges.
  3. Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Sevron and Sevron may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
  4. Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Credit Card information via the "Settings" page on the Dashboard.
  5. Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending Sevron notice of non-renewal to support@sevron.co.uk in accordance with Section 7.1 (Subscription Term and Renewals) or, if Customer's Subscription Term is on a monthly basis (or if otherwise permitted by Sevron), by terminating via the "Settings" page on the Dashboard, with termination effective at the end of the current Subscription Term. As set forth in Section 2.9 (Trial Subscriptions), if Customer does not enter into a paid Subscription Term following a Trial Period, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period and Customer's Credit Card will not be charged.
  6. Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Sevron will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term, after which Sevron will not charge Customer's Credit Card for any additional fees.

7.5. Suspension of Service. If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Sevron reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. Sevron also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of the AUP.

7.6. Pricing . Sevron reserves the right to increase the Total Cost with effect from the end of the Initial Term or an anniversary of that date by giving written notice to the Subscriber at least 40 (forty) days before the increase will take effect. The written notice will set out the % increase in the Total Cost which will not exceed [ 20 % ] and the date it will become effective.

8. Term and Termination

8.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

8.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

8.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Sevron Technology) and delete (or, at Sevron's request, return) any and all copies of the Documentation, any Sevron passwords or access codes and any other Sevron Confidential Information in its possession. Provided this Agreement was not terminated for Customer's breach, Customer may retain and use internally copies of all reports exported from any Service prior to termination. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that Sevron may delete any such data as may have been stored by Sevron at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

8.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 2.7 (General Restrictions), 2.9 (Trial Subscriptions), 3.2 (Storage of Customer Data), 3.4 (Indemnification by Customer), 3.5 (Aggregated Anonymous Data), 6 (Ownership), 7.2 (Fees and Payment), 7.3 (Payment Via Credit Card), 8 (Term and Termination), 9.2 (Warranty Disclaimer), 13 (Limitation of Remedies and Damages), 14 (Indemnification), 15 (Confidential Information) and 17 (General Terms).

8.5. Notice Period. Either party may terminate this Agreement without giving any reason by giving not less than 30 (thirty) days’ notice in writing to terminate on the expiry of the Initial Term or, if the Initial Term has already expired, on an anniversary of the Start Date.

8.6. Reasons and Notice. Either party may terminate this Agreement forthwith at any time during or after the Initial Term by giving the other written notice if the other party: (a) ceases or threatens to cease to carry on business; (b) becomes the subject of a voluntary arrangement; (c) is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; (d) makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt; (e) has a trustee, receiver, manager, administrator, liquidator or administrative receiver or similar office appointed over all or any parts of its undertaking, assets or income; (f) has an order or resolution made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction) or any equivalent or similar action or proceeding is taken or suffered in any jurisdiction.

9. Limited Warranty

9.1. Limited Warranty . Sevron warrants, for Customer's benefit only, that each Service will operate in substantial conformity with the applicable Documentation. Sevron's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Sevron to use commercially reasonable efforts to correct the reported non-conformity, or if Sevron determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 9.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.

9.2. Warranty Disclaimer . EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL Services and PROFESSIONAL SERVICES ARE PROVIDED "AS IS". NEITHER SEVRON NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Sevron does not warrant that Customer's use of THE ServiceS will be uninterrupted or error-free, nor does Sevron warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss OR CORRUPTION. SEVRON SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT WERE FAILED TO BE SENT USING THE SERVICES. Sevron SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF Sevron. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

10. Availability and Service Credits

The Services are available subject to Sevron's Service Level Agreement. ("SLA").

11. Support

During the Subscription Term of each Service, Sevron will provide end user support in accordance with Sevron's Support Policy ("Support Policy").

12. Professional Services

Sevron will provide the professional consulting services ("Professional Services") purchased in the applicable Order Form. The scope of Professional Services will be as set forth in a Statement of Work referencing this Agreement and executed by both parties describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information ("SOW"). Unless Professional Services are provided on a fixed-fee basis, Customer will pay Sevron at the per-hour rates set forth in the Order Form (or, if not specified, at Sevron's then-standard rates) for any excess services. Customer will reimburse Sevron for reasonable travel and lodging expenses as incurred. Customer may use anything delivered as part of the Professional Services in support of authorized use of the Services and subject to the terms regarding Customer's rights to use the Service set forth in Section 2 (Sevron Services) and the applicable SOW, but Sevron will retain all right, title and interest in and to any such work product, code or deliverables and any derivative, enhancement or modification thereof created by Sevron (or its agents).

13. Limitation of Remedies and Damages

13.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

13.2. Liability Cap. SEVRON'S AND ITS SUPPLIERS' ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO SEVRON DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.

13.3. Excluded Claims. "Excluded Claims" means any claim arising (a) from Customer's breach of Section 2.7 (General Restrictions); (b) under Section 3.3 (Customer Obligations) or 3.4 (Indemnification by Customer); or (c) from a party's breach of its obligations in Section 15 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service).

13.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 13 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

14. Indemnification

Sevron will defend Customer from and against any claim by a third party alleging that a Service when used as authorized under this Agreement infringes a U.S. patent, U.S. copyright, or U.S. trademark and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by Sevron (including reasonable attorneys' fees) resulting from such claim, provided that Sevron will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Sevron to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer's use of a Service is (or in Sevron's opinion is likely to be) enjoined, if required by settlement or if Sevron determines such actions are reasonably necessary to avoid material liability, Sevron may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by Sevron. The foregoing indemnification obligation of Sevron will not apply: (1) if such Service is modified by any party other than Sevron, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by Sevron, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Service; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; or (6) if Customer settles or makes any admissions with respect to a claim without Sevron's prior written consent. THIS SECTION 14 SETS FORTH Sevron's AND ITS SUPPLIERS' SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

15. Confidential Information

Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Sevron Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Sevron without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Sevron, the subcontractors referenced in Section 17.8 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 15 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 15. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

16. Co-Marketing

At the request of Sevron, Customer agrees to the issuance of a joint press release ("Press Release") on a mutually agreed upon date or the 90th day from the Effective Date, whichever is earlier. Each party will have the right to approve the Press Release in advance, but such approval will not be unreasonably delayed or withheld. Customer also agrees to participate in other reasonable marketing activities that promote the benefits of the Services to other potential customers and to use of Customer's name and logo on Sevron's web site and in Sevron promotional materials. Customer agrees that Sevron may disclose Customer as a customer of Sevron.

17. The Subscribers Obligations & Liabilities

17.1 The provisions of this Clause 17 are in addition to any obligation or liability the Subscriber has under general law and the other terms of this Agreement.

17.2 The Subscriber shall comply with the prevailing terms of use and Fair Use Policy for the Services which are available at http://www.sevron.co.uk.

17.3 The Subscriber shall ensure that each of its End Users are given sufficient training to use the Services.

17.4 The Subscriber shall ensure that all of its End Users understand this Agreement, and that they do not do anything to put the Subscriber in breach of this Agreement.

17.5 The Subscriber accepts full responsibility and liability for the unauthorised use of the Services and Service Content by the End Users, and that which results from unauthorised access.

17.6 The Subscriber shall permit and enable Sevron to transmit data and/or program files to the Subscriber’s and End User’s systems that are used for accessing the Services.

17.7 The Subscriber shall ensure that the systems and communications networks it or any of its End Users use to access the Services are adequate for that purpose.

17.8 Where Sevron has granted facilities for accessing the Services (including accounts, permissions and passwords), the Subscriber shall effect and maintain adequate security measures to restrict their use and shall prevent unauthorised use of the Services through the Subscriber’s and End User’s systems, which it shall monitor regularly, in particular, the Subscriber shall ensure that End Users, where applicable, log out from the Services before they allow anyone else to use their access devices(s).

17.9 The Subscriber shall indemnify Sevron, and keep it indemnified, against all claims and proceedings any third party makes or brings against Sevron in connection with the use by the Subscriber or any of its End Users of the Services or the Service Content outside the terms of this Agreement or any content provider’s terms of use. This indemnity includes the payment of all costs (including reasonable legal costs on a solicitor and client basis) and expenses incurred by Sevron in connection with any of these things, and all money Sevron pays to any third party on the order of any court or tribunal of competent jurisdiction or on the reasonable advice of its solicitors.

18. General Terms

18.1. Assignment . This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 17.1 will be null and void.

18.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

18.3. Governing Law; Dispute Resolution.

a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, ("Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute"). If an Initial Notice of Dispute is being sent to Sevron it must be emailed to accounts@sevron.co.uk and sent via mail to:

Attn: Legal Department
Sevron
77 Golden Hill Lane, Leyland,
Lancashire, PR25 3FF

Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties ("Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration as set forth below.

b) Arbitration. IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, AS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration shall be conducted before a single neutral arbitrator, before JAMS in Lancashire, United Kingdom. The arbitration shall be administered by JAMS in accordance with this document and the JAMS Streamlined Rules and Procedures for the Arbitration, with one addition: The limitation of one discovery deposition per side shall be applied by the arbitrator, unless it is determined, based on all relevant circumstances, that more depositions are warranted. The arbitrator shall consider the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests and whether any or all of the claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery.

The arbitration will occur in Lancashire, United Kingdom, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents.

The arbitrator will issue a ruling in writing. Any issue concerning the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of this agreement shall be resolved by the arbitrator. To the extent state law is applicable, the arbitrator shall apply the substantive law of the United Kingdom England and Wales.

All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall be binding on the parties and judgment on the arbitrator's award may be entered in any court having jurisdiction. The arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.

c) Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS LOCATED WITHIN ENGLAND AND WALES UNITED KINGDOM. IN ANY DISPUTE, UK LAW SHALL APPLY.

d) Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH CUSTOMER AND SEVRON AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

e) Injunctive Relief. Notwithstanding the above provisions, Sevron may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

18.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.

18.5. Amendments; Waivers. Except as otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.

18.6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience Sevron may make changes to the Services, and Sevron will update the applicable Documentation accordingly. The support and service level availability terms described in the Support Policy and the SLA may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease Sevron's obligations as compared to those reflected in such terms as of the Effective Date).

18.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

18.8. Subcontractors . Sevron may use the services of subcontractors and permit them to exercise the rights granted to Sevron in order to provide the Services under this Agreement, provided that Sevron remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.

18.9. Subpoenas. Nothing in this Agreement prevents Sevron from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Sevron will use commercially reasonable efforts to notify Customer where permitted to do so.

18.10. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent

18.11. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.

Privacy Policy
Effective day 14 February 2018

If you are a visitor to an Sevron Website or a customer of an Sevron Service, then except as expressly set forth below, this Privacy Policy applies to your use of such Website or Service.

If you are a visitor to or user of a third-party website or service (“Third-Party Property”) that utilizes any Sevron communication or messaging products (such as the Sevron chat widget), then any information you submit to such Third-Party Property (including via the Sevron product) is collected under the privacy policy of the owner of such Third-Party Property, and you should contact such owner with any related requests or inquiries you may have. If you have any inquiries specifically directed towards Sevron, please email us at support@sevron.co.uk.

At Sevron, we respect the privacy rights of our users and recognize the importance of protecting the personal information we collect about you. Our Privacy Policy is designed to help you understand what information we collect and how we use and share that information. This Privacy Policy applies to our Websites and Services.

As used in this Privacy Policy, “Sevron,” “us” and “we” refers to Sevron Ltd. and its affiliates. The “Websites” means Sevron’s websites (including without limitation www.sevron.co.uk, safety365.sevron.co.uk, coshh365.sevron.co.uk, msds365.sevron.co.uk and any successor URLS, mobile or localized versions and related domains and subdomains), and the “Services” means Sevron’s communications and messaging products, applications and services, in each case in whatever format they may be offered now or in the future. The Websites and Services are collectively referred to herein as the “Offerings.”

Information We Collect

A. Information Related to Your Interaction with Sevron and the Offerings.

Registration and Contact Information. We collect information about you when you (a) register to use the Services and (b) otherwise provide contact information to us via email, mail, or through our Offerings. This information you provide may include your username, first and last name, email address, mailing address or phone number.

Payment Information. When you purchase the Services, we will also collect transaction information, which may include your credit card information, billing and mailing address, and other payment-related information (“ Payment Information”). We describe how Payment Information may be collected and processed in Section 4.

Technical, Usage and Location Information. We automatically collect information on how you interact with the Offerings, such as the IP address from which you access the Offerings, date and time, information about your browser, operating system and computer or device, pages viewed and items clicked. We may also collect location information, including location information automatically provided by your computer or device. We use cookies and similar technologies to collect some of this information. For more information, please see Sevron's Cookie Policy.

Third Party Platforms. We may collect information when you interact with our advertisements and other content on third-party sites or platforms, such as social networking sites. This may include information such as “Likes”, profile information gathered from social networking sites or the fact that you viewed or interacted with our content.

Other Information.We may collect other information from you that is not specifically listed here. We may use any such information in accordance with this Privacy Policy or as otherwise permitted by you.

B. Customer Data.

You may submit various types of information and data into the Services for hosting and processing purposes (“Customer Data”). Customer Data may include, without limitation, (a) personal information such as names, email addresses and phone numbers of your end user customers, potential customers and other users of and visitors to your websites, apps and other properties (“People”), which information may be input into the Services by you or collected by the Services using Sevron tags, scripts and other code implemented on such properties, and (b) information contained in communications between you and People using the messaging features of the Services.

We will only use, disclose and otherwise process Customer Data for the purposes set forth in your agreement with us for the provisioning of the Services (“Customer Agreement”).

How We Use the Information We Collect

We use your information in the following ways:

  • To provide, maintain and improve the Offerings and our other products and services, including to operate certain features and functionality of the Offerings (for example, by remembering your information so that you will not have to re-enter it during this or subsequent visits);
  • To process your inquiries and otherwise deliver customer service;
  • To process your payments, we share and use Payment Information as described in Section 4 (Payment Information);
  • To control unauthorized use or abuse of the Offerings and our other products and services, or otherwise detect, investigate or prevent activities that may violate our policies or be illegal;
  • To analyze trends, administer or optimize the Offerings, monitor usage or traffic patterns (including to track users’ movements around the Offerings) and gather demographic information about our user base as a whole;
  • To communicate directly with you, including by sending you newsletters, promotions and special offers or information about new products and services. Your opt-out options for promotional communications are described in Section 6 (Your Controls and Choices);
  • To deliver you advertising, including by serving and managing ads on the Offerings or on third party sites and to tailor ads based on your interests and browsing history. Please see Section 6 (Your Controls and Choices) for additional information on how to manage the ads you see; and
  • In the manner described to you at the time of collection or as otherwise described in this Privacy Policy.
Sharing Your Information with Third Parties

We do not sell, trade, share or transfer your personal information to third parties except in the following limited circumstances:

  • We may share your personal information with our parent companies, subsidiaries and affiliates;
  • We may share your personal information with third-party service providers to permit such parties to provide services that help us with our business activities, which may include assisting us with marketing, advertising our product/service offerings, or providing, maintaining and improving the features and functionality of the Offerings, among other things. For example, we may provide personal information to our service providers for direct emailing of our newsletters or notifications of our product/service offerings;
  • We may share your personal information when we have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce a Customer Agreement, including investigation of potential violations thereof, or (c) protect against imminent harm to our rights, property or safety, or that of our users or the public as required or permitted by law;
  • We may share your personal information with third parties (including our service providers and government entities) to detect, prevent, or otherwise address fraud or security or technical issues;
  • We may share your personal information with our business partners who offer a service to you jointly with us, for example when running a cross-promotion;
  • We may share your Payment Information to process your payments, as further described in Section 4 (Payment Information);
  • We may share and/or transfer your personal information if we become involved in a merger, acquisition, bankruptcy, or any form of sale of some or all of our assets; and
  • We may share your personal information with a third party if we have your consent to do so.

We may also share aggregated or anonymized information with third parties for other purposes. Such information does not identify you individually, but may include usage, viewing and technical information such as the types of Offerings our customers and users generally use, the configuration of their computers, and performance metrics related to the use of Offerings which we collected through our technology. If we are required under applicable law to treat such information as personal information, then we will only disclose it as described above. Otherwise we may disclose such information for any reason.

Payment Information

When you make a purchase on the Offerings, any credit card information you provide as part of your Payment Information is collected and processed directly by our payment processor Stripe through their Stripe Checkout service. We never receive or store your full credit card information. Stripe commits to complying with the Payment Card Industry Data Security Standard (PCI-DSS) and using industry standard security. Stripe may use your Payment Information in accordance with their own Privacy Policy here: https://stripe.com/us/checkout/legal.

Other Access to or Disclosure of Your Information

The Offerings may also contain links to third party websites. This Privacy Policy applies solely to information collected by us. Even if the third party is affiliated with us through a business partnership or otherwise, we are not responsible for the privacy practices of such third party. We encourage you to familiarize yourself with the privacy policies of such third parties to determine how they handle any information they separately collect from you. Please be aware that we do not warn you when you choose to click through to another website when using the Offerings.

The Websites contain features that enable you to post reviews, comments or other content that is publicly viewable. You should be aware that any personal information you submit as part of those posts can be read, collected, or used by other visitors to the Websites, and could be used to send you unsolicited messages. We are not responsible for the personal information you choose to publicly post on the Websites. Please see our Website Terms of Use for more information and for other guidelines about posting content on the Websites.

Your Controls and Choices

Opt-Outs. We may provide you with the opportunity to “opt-out” of having your personal information used for certain purposes when we ask for this information. If you decide to opt-out, we may not be able to provide certain features of the Offerings to you.

Communication Preferences. If you no longer wish to receive our newsletter and promotional communications, you may opt-out of receiving them by following the instructions included on such communications or on the Offerings. Please note, however, that you may be unable to opt-out of certain service-related communications.

Blocking Cookies. You can remove or block certain cookies using the settings in your browser but the Offerings may cease to function properly if you do so. For more information, please see Sevron's Cookie Policy.

How We Respond to Do Not Track Signals. Your Web browser may have a “do not track” setting which, when enabled, causes your browser to send a do not track HTTP header file or “signal” to each site you visit. At present, the Offerings do not respond to this type of signal.

Accessing and Updating Your Personal Information

When you use the Offerings, we make good faith efforts to provide you with access to your personal information upon your request and either provide you the means to correct this information if it is inaccurate or to delete such information at your request if it is not otherwise required to be retained by law or for legitimate business purposes. You may access, review, correct, update, change or delete your information at any time. To do so, please contact us at support@sevron.co.uk with your name and the information requested to be accessed, corrected or removed, or if you are using the Service, sign in to your account, go to your profile, and make the desired changes. We may decline to process requests that are unreasonably repetitive or systematic, require disproportionate technical effort (for instance, requests concerning information residing on backup tapes), jeopardize the privacy of others, would be extremely impractical, or for which access is not otherwise required. In any case where we provide information access and correction, we perform this service free of charge, except if doing so would require a disproportionate effort.

Please note that if you cease using the Service or we terminate your access to the Service in accordance with your Customer Agreement, you may no longer have the ability to access or update your information.

We may retain your information as necessary to support the Offerings, comply with our legal obligations or resolve disputes. Note that content you post may remain on the Offerings even if you cease using the Offerings or we terminate your access to the Offerings.

Changes to the Privacy Policy

We reserve the right to change our Privacy Policy at any time. If we make changes, we will post them and will indicate on this page the policy’s new effective date. If we make material changes to this policy, we will notify you by email or through notice on the Offerings.

No Children Under Age 13

The Offerings are not intended for use by anyone under the age of 13, nor does Sevron knowingly collect or solicit personal information from anyone under the age of 13. If you are under 13, you may not attempt to register for the Offerings or send any information about yourself to us, including your name, address, telephone number, or email address. In the event that we confirm that we have collected personal information from someone under the age of 13 without verification of parental consent, we will delete that information promptly. If you are a parent or legal guardian of a child under 13 and believe that we might have any information from or about such child, please contact us at the email or mailing address provided at the end of this Privacy Policy.

Security

The security of your personal information is important to us. We maintain a variety of appropriate technical and organizational safeguards to protect your personal information. We limit access to personal information about you to employees who we believe reasonably need to come into contact with that information to provide products or services to you or in order to do their jobs. Further, we have implemented reasonable physical, electronic, and procedural safeguards designed to protect personal information about you. When you enter sensitive information (such as your password), we encrypt that information in transit using industry-standard Transport Layer Security (TLS) encryption technology. No method of transmission over the Internet, method of electronic storage or other security methods are one hundred percent secure. Therefore, while we strive to use reasonable efforts to protect your personal information, we cannot guarantee its absolute security.

Contact Us

If you have questions or need to contact us about this Privacy Policy, please email us at support@sevron.co.uk.

Support Policy
Effective day 14 February 2018

This Sevron Support Policy ("Support Policy") accompanies the Sevron Subscription Terms of Service, available at https://sevron.co.uk/terms-of-service or a successor URL (the "Agreement") entered into between you ("Customer") and Sevron. Capitalized terms used in this Support Policy that are not defined herein have the meanings given to them in the Agreement.

Sevron offers support services for the Service ("Support ") in accordance with the following terms:

A. Support Hours. Support is provided during normal UK office hours 9am - 5pm GMT, Online support guides and documentation are available 24/7.

B. Incident Submission and Customer Cooperation. Customer may report errors or abnormal behavior of the Service (" Incidents") by contacting Sevron in the Service via the Sevron Messenger or via email at support@sevron.co.uk. Customer will provide information and cooperation to Sevron as reasonably required for Sevron to provide Support. This includes, without limitation, providing the following information to Sevron regarding the Incident:

  • Aspects of the Service that are unavailable or not functioning correctly
  • Incident's impact on users
  • Start time of Incident
  • List of steps to reproduce Incident
  • Relevant log files or data
  • Wording of any error message

C. Incident Response. Sevron's Support personnel will assign a priority level ("Priority Level") to each Incident and seek to provide responses in accordance with the table below.

Priority Level

Description

Target Response Times

Priority 1

Operation of the Service is critically affected (not responding to requests or serving content) for a large number of users; no workaround available.

2 Hours

Priority 2

Service is responding and functional but performance is degraded, and/or Incident has potentially severe impact on operation of the Service for multiple users.

1 Day

Priority 3

Non-critical issue; no significant impact on performance of the Service but user experience may be affected.

3 Days

D. Exclusions. Sevron will have no obligation to provide Support to the extent an Incident arises from: (a) use of the Service by Customer in a manner not authorized in the Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of Sevron's reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; or (d) third party systems, acts or omissions.

Cookie Policy
Effective day 14 February 2018

This Cookie Policy explains how Sevron, Ltd. and its affiliates (collectively "Sevron", "we", "us", and "ours"), use cookies and similar technologies to recognize you when you visit our websites, including without limitation www.sevron.co.uk, safety365.sevron.co.uk, coshh365.sevron.co.uk, msds365.sevron.co.uk and any successor URLs, mobile or localized versions and related domains / sub-domains ("Websites") and/or our mobile application ("App") and / or our communication platform ("Platform"). It explains what these technologies are and why we use them, as well as your rights to control our use of them.

Security Policy
Effective day 14 February 2018
Overview

At Sevron we take the protection of customer data extremely seriously. This Sevron Security Policy describes the organizational and technical measures Sevron implements platform wide designed to prevent unauthorized access, use, alteration or disclosure of customer data. The Sevron services operate on Amazon Web Services (“AWS”); this policy describes activities of Sevron within its instance on AWS unless otherwise specified. As you continue to learn more about Sevron we recommend you also review our Terms of Service and Privacy Policy.

Security Team

Our infrastructure and security team includes people who’ve played lead roles in designing, building, and operating highly secure Internet facing systems at companies ranging from startups to large public companies.

Best Practices

Incident Response Plan

  • We have implemented a formal procedure for security events and have educated all our staff on our policies.
  • When security events are detected they are escalated to our emergency alias, teams are paged, notified and assembled to rapidly address the event.
  • After a security event is fixed we write up a post-mortem analysis.
  • The analysis is reviewed in person, distributed across the company and includes action items that will make the detection and prevention of a similar event easier in the future.
  • Sevron will promptly notify you in writing upon verification of a security breach of the Sevron services that affects your data. Notification will describe the breach and the status of Sevron’s investigation.

Build Process Automation

  • We have functioning, frequently used automation in place so that we can safely and reliably rollout changes to both our application and operating platform within minutes.
  • We typically deploy code dozens of times a day, so we have high confidence that we can get a security fix out quickly when required.
Infrastructure
  • All of our services run in the cloud. Sevron does not run our own routers, load balancers, DNS servers, or physical servers.
  • All of our services and data are hosted in AWS facilities in the EU and protected by AWS security, as described at http://aws.amazon.com/security/sharing-the-security-responsibility. Sevron services have been built with disaster recovery in mind.
  • All of our infrastructure is spread across 3 AWS data centers (availability zones) and will continue to work should any one of those data centers fail unexpectedly. Amazon does not disclose the location of its data centers. As such, Sevron builds on the physical security and environmental controls provided by AWS. See http://aws.amazon.com/security for details of AWS security infrastructure.
  • All of our servers are within our own virtual private cloud (VPC) with network access control lists (ACL’s) that prevent unauthorized requests getting to our internal network.
  • Sevron uses a backup solution for datastores that contain customer data.
Data
  • All customer data is stored in the EU.
  • Customer data is stored in multi-tenant datastores; we do not have individual datastores for each customer. However strict privacy controls exist in our application code that are designed to ensure data privacy and to prevent one customer from accessing another customer’s data (i.e., logical separation). We have many unit and integration tests in place to ensure these privacy controls work as expected. These tests are run every time our codebase is updated and even one single test failing will prevent new code being shipped to production.
  • Each Sevron system used to process customer data is adequately configured and pathed using commercially-reasonable methods according to industry-recognized system-hardening standards.
  • Sevron engages certain subprocessors to process customer data. These subprocessors are listed at https://www.sevron.co.uk/security-third-parties, as may be updated by Sevron from time to time.
Data Transfer
  • All data sent to or from Sevron is encrypted in transit using 256-bit encryption.
  • Our API and application endpoints are TLS/SSL only and score an "A+" rating on SSL Labs' tests. This means we only use strong cipher suites and have features such as HSTS and Perfect Forward Secrecy fully enabled.
Authentication
  • Sevron is served 100% over https. Sevron runs a zero-trust corporate network.
  • There are no corporate resources or additional privileges from being on Sevron’s network.
  • We have two-factor authentication (2FA) and strong password policies on GitHub, Google, AWS and Sevron to ensure access to cloud services are protected.
Permissions and Admin Controls
  • Sevron enables permission levels to be set for any employees with access to Sevron.
  • Permissions and access can be set to include app settings, billing, user data, or the ability to send/edit manual messages and auto messages.
Application Monitoring
  • On an application level, we produce audit logs for all activity, ship logs to our service providers for analysis, and use S3/Glacier for archival purposes.
  • All access to Sevron applications is logged and audited.
  • Bastion hosts are used to login to devices.
  • All actions taken on production consoles or in the Sevron application are logged.
Security Audits and Certifications
  • We bi-annually engage with well-regarded third-party auditors to audit our code-base, and work with them to resolve potential issues.
  • We use technologies to provide an audit trail over our infrastructure and the Sevron application. Auditing allows us to do ad-hoc security analysis, track changes made to our setup and audit access to every layer of our stack.
  • Information about AWS security certifications and obtaining copies of security reports from AWS is available at http://aws.amazon.com/compliance/pci-data-privacy-protection-hipaa-soc-fedramp-faqs/
Payment Processing

All payment instrument processing for purchase of the Sevron services is performed by Stripe. For more information on Stripe’s security practices, please see https://stripe.com/docs/security/stripe.

Customer Responsibilities
  • Managing your own user accounts and roles from within the Sevron services.
  • Protecting your own account and user credentials by using two-factor authentication for all of your employees accessing the Sevron services.
  • Compliance with the terms of your services agreement with Sevron, including with respect to compliance with laws.
  • Promptly notifying Sevron if a user credential has been compromised or if you suspect possible suspicious activities that could negatively impact security of the Sevron services or your account.
  • You may not perform any security penetration tests or security assessment activities without the express advance written consent of Sevron.
Third Parties
Effective day 14 February 2018

Security, Privacy and Compliance Information for Sevron

Sevron engages certain onward subprocessors that may process personal data submitted to Sevron’s services. These subprocessors are listed below, as may be updated by Sevron from time to time:

  • Amazon Web Services, Inc.
  • SEVRON, Inc.
  • FullStory, Inc.
  • Stripe, Inc.
Sevron Website Terms of Use
Effective day 14 February 2018
Acceptance of Terms

This is a website provided by Sevron Ltd (Trading as Sevron) a limited company under the company number 06053767. Our VAT number is 913 296 229.

Sevron Ltd. and its affiliates and subsidiaries ("Sevron" or "us" or "we") welcome you to our Site! The "Site" means www.sevron.co.uk, safety365.sevron.co.uk, coshh365.sevron.co.uk, msds365.sevron.co.uk and any successor URLs, mobile or localized versions and related sub-domains, in whatever format they may be offered now or in the future. Through the Site, we may provide you with general information regarding our company, products and services.

By using or accessing any part of the Site, you are agreeing to these Website Terms of Use ("Terms"), our Privacy Policy and all other policies or notices posted by us on our Site. Portions of the Site may be accompanied by additional terms which apply to specific features or areas of the Site. Those additional terms supplement these Terms with respect to your use of those features or areas. These Terms may change over time, so whenever you visit or use this Site, you agree to the version of these Terms then posted. If you don't agree to these Terms, don't use the Site.

Sevron also offers a suite of enterprise software-as-a-service solutions designed to enable customers to manage communications with, and data about, their end users (the "Sevron Services"). Use of the Sevron Services is subject to our Sevron Subscription Terms of Service , and these Terms do not apply to use of the Sevron Services or receipt of related services, except where otherwise noted.

THESE TERMS CONTAIN MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ THEM CAREFULLY.

Permission to Use the Site

You have our permission to use the Site, but only if:

  • you are using the Site for informational and internal business purposes (personally or on behalf of your company); and

  • you follow all the rules and restrictions we've spelled out in these Terms.

User Content

You are solely responsible for any User Content you post to the Site, and the consequences of posting or publishing it. By "User Content", we mean any Content a user posts to the Site, including comments or posts made via third party services. "Content" means information, data, text, software, music, sound, photos, graphics, videos, messages, tags, interactive features, or any other materials. When we say "post", we include posting, uploading, sharing, submitting or otherwise providing User Content in any manner in connection with the Site.

Restrictions on User Content and Your Conduct

You may not post any User Content in violation of the Sevron Acceptable Use Policy . We have the sole right, but not necessarily the obligation, to delete or edit at any time any User Content that violates these rules or that we believe to be inappropriate for any reason.

Intellectual Property Rights in User Content

If you post User Content, you are making a guarantee to us that you either own all the User Content you are posting, or you have the right to post the User Content. Furthermore, you are guaranteeing that you have the right to allow us to make your User Content available for others to view and use as part of the Site without requiring that any such use be subject to additional obligations or terms. If you do not have these rights, do not post your User Content. By posting your User Content, you do not lose any ownership rights you may have to it. However, you do grant us a worldwide, non-exclusive, royalty-free, fully-paid, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and publicly display and perform your User Content in connection with the Site and our business, in any media formats or in tangible form and through any media channels now known or hereinafter developed.

You also agree to sharing and use of your User Content by other users as set forth in these terms.

User Content You Post Becomes Public

You understand that once you post your User Content, your User Content becomes public. We are not responsible for keeping any User Content confidential. So, if you don't want the whole world to see it, don't post it on the Site.

In addition, we may share your User Content with third parties if we have a good faith belief that access, use, preservation or disclosure of your User Content is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce these Terms, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against imminent harm to the rights, property or safety of Sevron, its users or the public as required or permitted by law.

We Are Not Responsible for User Content

We generally do not monitor or review any User Content. We do not endorse any User Content or support any views, opinions, recommendations, or advice that may be in User Content. User Content comes from a variety of sources, and we make no promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any User Content. You may be offended by User Content that you see on the Site. You may find some of it to be inaccurate, offensive, indecent, or objectionable. However, as further set forth below, you agree not to hold us responsible in any way for your use of our Site, including your exposure to User Content.

In addition, we are not a content-archiving service. We do not promise to store or make available on our Site any User Content that you post, or any other Content, for any length of time. You are solely responsible for keeping back-ups of everything you post on our Site.

Proprietary Rights

The Site contains proprietary and confidential information that is protected by applicable intellectual property and other laws and Sevron and its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Site and Content which is included in the Site (other than User Content). If you give feedback regarding the Site, for example recommendations for improvements or features, we have the right to use the feedback in any way and implementation of that feedback is owned by us and may become part of the Site without compensation to you. We reserve all rights in and to the Site unless we expressly state otherwise. We also reserve the right to make changes or updates to the Site or Content provided on or through the Site at any time without notice and we will own any such changes or updates (excluding User Content).

You may not:

  1. decompile, reverse engineer or disassemble any object code which is part of or made available through the Site into a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law, and in that case, only if you notify us in writing in advance;

  2. copy, frameset, enclose or otherwise sell, distribute, transmit or broadcast any part of the Site;

  3. modify or create any derivative work of any part of the Site;

  4. disable, interfere, or try to get around any of the features of the Site related to security, preventing or restricting use or copying of any Content, or enforcing the limits on the use of the Site or the Content on the Site; or

  5. use, export or re-export any Content or any copy or adaptation of such Content in violation of any applicable laws or regulations, including, without limitation, United States export laws and regulations.

All brand, product and service images, logos and names used in the Site that identify Sevron, our suppliers or our customers and our or their proprietary products and services are the trademarks or service marks of Sevron, our suppliers or our customers. Nothing in this Site shall be deemed to confer on any person any license or right on the part of Sevron or such supplier with respect to any such image, logo or name.

Enforcement of Copyrights

We respect the intellectual property rights of others. You may not use our Site to infringe anyone else's copyright or other intellectual property right. If we find out that you are infringing, we may remove your User Content. We do not have to give you notice that we are removing your User Content. In addition to our other rights and remedies, we may also terminate your account if we determine that you are a repeat copyright infringer. We consider a repeat infringer to be a user who has been notified of infringing activity more than twice or who has had their User Content removed from our Site more than twice.

Notify Us of Infringers

If you believe that something on our Site violates your copyright, notify our copyright agent in writing. The contact information for our copyright agent is as follows:

Copyright Enforcement
Sevron Ltd.
77 Golden Hill Lane,
Leyland,
Lancashire,
PR25 3FF
E-Mail: accounts@sevron.co.uk

In order for us to take action, your notice must include the following:

  1. your physical or electronic signature;

  2. a description of the copyrighted work that you believe is being infringed;

  3. a description of the item on our Site that you think is infringing your work and sufficient information about where the material is located on our Site (including the URL) so that we can find it;

  4. a way to contact you, such as your address, telephone number, or e-mail;

  5. a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used on our Site; and

  6. a statement that the information you provide in your notice is accurate, and that (under penalty of perjury), you are authorized to act on behalf of the copyright owner whose work is being infringed.

Again, we cannot take action unless you give us all the required information.

How to Communicate with Us

Only notices about copyright infringement should go to our copyright agent. If you have anything else to communicate with us (like feedback, comments, or requests for technical support), you should contact us at support@sevron.co.uk.

Site Availability

You acknowledge that temporary interruptions in the availability of the Site may occur from time to time as normal events. Also, we may decide to cease making available the Site or any portion of the Site at any time and for any reason. Under no circumstances will Company or its suppliers be held liable for any damages due to such interruptions or lack of availability.

Warranty Disclaimer

USE OF THE SITE IS AT YOUR OWN RISK. THE SITE (INCLUDING OUR CONTENT) IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SEVRON AND ITS AFFILIATES, SUPPLIERS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SEVRON AND ITS AFFILIATES, SUPPLIERS, PARTNERS AND AGENTS MAKE NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT SEVRON WILL FIX ANY ERRORS; OR (iii) ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE. ANY MATERIALS OBTAINED THROUGH USE OF THE SITE ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND SEVRON SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE SITE OR ANY CONTENT OBTAINED FROM THE SITE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER LAW, SEVRON AND ITS AFFILIATES, SUPPLIERS, PARTNERS AND AGENTS HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE SITE OR ANY CONTENT PROVIDED BY OR THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES IN ADVANCE. THE FOREGOING LIMITATION APPLIES TO DAMAGES AND LIABILITIES ARISING FROM: (I) YOUR USE OR INABILITY TO USE OUR SITE; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER CONTENT; (III) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SITE; OR (IV) ANY OTHER MATTER RELATING TO THE SITE.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SEVRON'S LIABILITY AND THE LIABILITY OF EACH OF ITS AFFILIATES, SUPPLIERS, PARTNERS AND AGENTS TO YOU OR ANY THIRD PARTIES UNDER [ANY CIRCUMSTANCES RELATING TO YOUR ACCESS TO THE SITE OR OTHER ACTIVITIES GOVERNED BY] THESE TERMS IS LIMITED TO A MAXIMUM AMOUNT OF ONE HUNDRED POUNDS (GBP£100).

Indemnity

You agree to indemnify, defend (if we so request) and hold harmless Sevron and its affiliates, suppliers, partners and agents from and against any claim, demand, losses, damages or expenses (including reasonable attorney's fees) arising from your User Content, your use of the Site, your connection to the Site, your violation of these Terms or your violation of any rights of any third party. Your indemnification obligation will survive the termination of these Terms and your use of the Site.

Termination and Suspension

We may terminate or suspend your permission to use the Site immediately and without notice upon any violation of these Terms, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems or for engagement by you in fraudulent or illegal activities. Upon any termination we may delete your User Content and we may bar you from further use of the Site. You understand that we may also continue to make your User Content available on the Site even if your use of the Site is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your User Content or access to the Site.

Governing Law and Dispute Resolution
  1. Governing law

    These Terms and Conditions are subject to English law and each of us hereby submits to the non-exclusive jurisdiction of the English courts.

    Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms, whether arising in contract, tort or otherwise, ("Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute"). If an Initial Notice of Dispute is being sent to Sevron it must be emailed to legal@SEVRON.io and sent via mail to:

    Attn: Legal Department
    Sevron Ltd.
    77 Golden Hill Lane,
    Leyland,
    Lancashire,
    PR25 3FF

    YOU AGREE THAT IF YOU WANT TO RESOLVE A DISPUTE WITH SEVRON, YOU MUST SEND AN INITIAL NOTICE OF DISPUTE WITHIN ONE (1) YEAR AFTER THE EVENT THAT GAVE RISE TO THE DISPUTE. OTHERWISE, YOUR DISPUTE WILL BE PERMANENTLY BARRED.

    Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties ("Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration as set forth below.

  2. Arbitration. IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, AS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration shall be conducted before a single neutral arbitrator, before JAMS in Lancashire, UK. The arbitration shall be administered by JAMS in accordance with this document and the JAMS Streamlined Rules and Procedures for the Arbitration, with one addition: The limitation of one discovery deposition per side shall be applied by the arbitrator, unless it is determined, based on all relevant circumstances, that more depositions are warranted. The arbitrator shall consider the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests and whether any or all of the claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery.

    The arbitration will occur in Lancashire, United Kingdom, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents.

    The arbitrator will issue a ruling in writing. Any issue concerning the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of these Terms shall be resolved by the arbitrator. To the extent state law is applicable, the arbitrator shall apply the substantive law of the United Kingdom.

    All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall be binding on the parties and judgment on the arbitrator's award may be entered in any court having jurisdiction. The arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.

  3. Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COUNTY AND COURTS LOCATED WITHIN LANCASHIRE UK. IN ANY DISPUTE, UK LAW SHALL APPLY.

  4. Construction and Joinder. THESE TERMS MUST BE CONSTRUED AS IF THEY WERE JOINTLY WRITTEN BY BOTH PARTIES. BOTH YOU AND SEVRON AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THESE TERMS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

  5. Injunctive Relief. Notwithstanding the above provisions, Sevron may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

  6. Disclaimer

    SEVRON LTD DOES NOT WARRANT OR REPRESENT THAT THE MATERIAL ON THIS WEBSITE IS ACCURATE, COMPLETE OR CURRENT OR THAT THE WEBSITE WILL BE FREE OF DEFECTS OR VIRUSES. NOTHING CONTAINED IN THE PAGES OF THIS WEBSITE SHOULD BE CONSTRUED AS LEGAL OR OTHER PROFESSIONAL ADVICE OR AN OFFER TO PROVIDE LEGAL SERVICES. DETAILED PROFESSIONAL ADVICE SHOULD BE OBTAINED BEFORE TAKING OR REFRAINING FROM ANY ACTION BASED ON ANY OF THE INFORMATION OR MATERIAL CONTAINED IN THE WEBSITE Use of This Website Outside England and Wales

    Sevron Ltd makes no claims or representations that any or all of the content may be lawfully viewed or downloaded outside England and Wales, and unless otherwise specifically stated, the content and this website are directed solely at users who access from England and Wales IF YOU CHOOSE TO ACCESS THE WEBSITE FROM OUTSIDE ENGLAND OR WALES, YOU DO SO AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH LAWS IN YOUR JURISDICTION

General Terms

These Terms, together with our Privacy Policy and any other notices or policies we have published on the Site (and additional terms for specific features or areas, as applicable), constitute the entire agreement between you and us regarding this Site. If a court having proper authority decides that any portion of these Terms is invalid, only the part that is invalid will not apply. The rest of these Terms will still be in effect. If we waive any of our rights under these Terms in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights. We may decide to enforce them at a later date. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you except as expressly set forth herein, but may be assigned by us without restriction. We won't be liable to you for any delay or failure to perform any obligation we have under these Terms if the delay or failure is due to events which are beyond our reasonable control, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.

Service Level Agreement
Effective day 14 February 2018

This Sevron Service Level Agreement ("SLA") accompanies the Sevron Subscription Terms of Service, available at https://sevron.co.uk/terms-of-service or a successor URL (the "Agreement") entered into between you ("Customer") and Sevron. Capitalized terms used in this SLA that are not defined herein have the meanings given to them in the Agreement.

  1. Target Availability. Sevron will use commercially reasonable efforts to make each Service available with an uptime of 99.8% of each calendar month ("Target Availability").

  1. Exclusions. The calculation of uptime will not include unavailability to the extent due to: (a) use of the Service by Customer in a manner not authorized in this Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of Sevron's reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; (d) third party systems, acts or omissions; or (e) Scheduled Maintenance or reasonable emergency maintenance.

  1. Scheduled Maintenance. "Scheduled Maintenance" means Sevron's scheduled routine maintenance of the Services for which Sevron notifies Customer at least twenty-four (24) hours in advance. Scheduled Maintenance will not exceed eight (8) hours per month. Sevron typically performs Scheduled Maintenance once per month.

  1. Remedy for Failure to Meet Target Availability. If there is a verified failure of a Service to meet Target Availability in two (2) consecutive months, then Customer may terminate the applicable Subscription Term by sending written notice of termination within thirty (30) days after the end of the second such month, in which case Sevron will refund to Customer any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. This termination and refund right is Customer's sole and exclusive remedy, and Sevron's sole and exclusive liability, for Sevron's failure to meet the Target Availability.

Acceptable Use Policy
Effective day 14 Feburary 2018

This Acceptable Use Policy applies to Sevron’s (a) websites (including without limitation www.sevron.co.uk, coshh365.sevron.co.uk, msds365.sevron.co.uk, safety365.sevron.co.uk and any successor URLS, mobile or localized versions and related domains and subdomains) and (b) communications and messaging products and services ((a) and (b) collectively, “Services”). To keep the Services running safely and smoothly, we need our users to agree not to misuse them. Specifically, you agree not to:

  1. probe, scan, or test the vulnerability of any system or network used with the Services;

  2. tamper with, reverse engineer or hack the Services, circumvent any security or authentication measures of the Services or attempt to gain unauthorized access to the Services (or any portion thereof) or related systems, networks or data;

  3. modify or disable the Services or use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or related systems, network or data;

  4. access or search the Services by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;

  5. overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the Services that consume extraordinary resources, such as by: (i) using “robots,” “spiders,” “offline readers” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time using a normal browser; or (ii) going far beyond the use parameters for any given Service as described in its corresponding documentation;

  6. solicit any users of our Services for commercial purposes;

  7. use the Services to generate or send unsolicited communications, advertising or spam, or otherwise cause Sevron to become impaired in its ability to send communications on its own or on its customers’ behalf (e.g., by causing Sevron to become registered on any Email DNS blacklist or otherwise be denied services by any other third party communications service provider);

  8. misrepresent yourself or disguise the origin of any data, content or other information you submit (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Sevron or any third party) or access the Services via another user’s account without their permission;

  9. use the Services for any illegal purpose or in violation of any laws (including without limitation data, privacy and export control laws);

  10. use the Services to violate the privacy of others, or to collect or gather other users’ personal information (including account information) from our Services;

  11. use the Services to stalk, harass, bully or post threats of violence against others;

  12. submit (or post, upload, share or otherwise provide) data, content or other information that (i) infringes Sevron’s or a third party’s intellectual property, privacy or other rights or that you don’t have the right to submit (including confidential or personal information you are not authorized to disclose); (ii) that is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in Sevron’s discretion; (iii) contains viruses, bots, worms, scripting exploits or other similar materials; or (iv) that could otherwise cause damage to Sevron or any third party;

  13. promote or advertise products or services other than your own without appropriate authorization;

  14. use meta tags or any other “hidden text” including Sevron’s or our suppliers’ product names or trademarks; or

  15. permit or encourage anyone else to commit any of the actions above.

Without affecting any other remedies available to us, Sevron may permanently or temporarily terminate or suspend a user’s account or access to the Services without notice or liability if Sevron (in its sole discretion) determines that a user has violated this Acceptable Use Policy.

How We Bill
Billing cycle

Annual

You are billed annually for each app based on:

  1. the Sevron products in your subscription,
  2. the plan you select (i.e., Bronze, Silver, Gold), and
  3. the number of assessments & substances (risk assessments and safety data sheets) that your app is managing.

These are the “Pricing Metrics” that are used to calculate your subscription charge. We bill you each year in advance based on what your planned allowance is.