Veya - Terms of Use

Veya - Terms of Use

You should read these Terms and Conditions carefully as they set out the commercial relationship the Client and Veya Limited (company no: 11824750) trading as AskVeya ("Veya", "we, "us", "our") whose registered office is 2nd Floor, Refuge House 33-37 Watergate Row, Chester, CH1 2LE.

  1. Definitions

1.1 In these Terms and Conditions except to the extent expressly provided otherwise:

"Access Credentials" means usernames, passwords and other credentials enabling access to the Platform, including both access credentials for the User Interface and Access Credentials for the API;

"Account" means the online service area of platform accessible using Access Credentials;

"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

"API" means the application programming interface made available to the Client by Veya;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT on a Business Day;

"Confidential Information" means Veya Confidential Information and the Client Confidential Information;

"Client" means the person or business entity that accesses or otherwise utilises the online platform and services provided by Veya Limited;

"Client Data" means the data inputted to the Platform by or on behalf of the Client and any report or similar generated by the Platform for use by the Client in their business;

"Client Personal Data" means any Personal Data that is processed by Veya on behalf of the Client in relation to these Terms and Conditions only and excludes any Personal Data where Veya is a data controller;

"Data Protection Laws" means the UK GDPR as amended from time to time;

"Fees" means the subscription amount paid by the Client to access the Platform and API and includes any charges applied for individual services supplied via the Platform set out in Schedule 3 (Fees).

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Personal Data" means personal data under any of the Data Protection Laws;

"Platform" means the online platform hosted at www.askveya.com and/or API or any combination of such that is owned and operated by Veya and made accessible to the Client under these Terms and Conditions through an Account;

"Services" means any services that Veya provides to the Client, or has an obligation to provide to the Client, under these Terms and Conditions;

"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari;

"Terms and Conditions" means all the documentation containing the provisions of the Agreement, the main body of these Terms and Conditions and the Schedules, and ancillary agreement between the parties including any amendments to that documentation from time to time;

"Third Party Services" means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Platform by Veya from time to time in circumstances where the Client must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider;

"UK GDPR" means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"Update" means a hotfix, patch or minor version update to any Platform software;

"Upgrade" means a major version upgrade of any Platform software;

"User" means any individual who accesses the Platform; and

"User Interface" means the interface for the Platform designed to allow individual human users to access and use the Platform;

"Veya API" means a REST API which enables Clients (i) to order a Veya assessment (ii) to request information from its clients and (iii) to view the results of the Veya assessment including downloading Her Majesty's Land Registry documents.

  1. Term

2.1 This Agreement is between the Client and Veya and shall come into force when the Client creates an Account and shall continue in force indefinitely, subject to termination or any other provision of these Terms and Conditions (the "Term").

2.2 The Client acknowledges and agrees that each User nominated by the Client shall be deemed to have accepted these Terms and Conditions until such time as the Account is terminated. The Client confirms that all each User has been provided with an up to date copy of these terms and Conditions.

  1. The Platform

3.1 Subject to these Terms and Conditions Veya shall make available to the Client an Account and access for a User, and an account for each subsequent users as requested by the organisation that will be linked to the client organisation account, to the Platform services.

3.2 Veya hereby grants to the Client and each User a non-exclusive license to use the Platform for the duration of the Term in accordance with these Terms and Conditions using a Supported Web Browser, Veya API or other technology approved by Veya in writing from time to time.

3.3 The licence granted by Veya to the Client under Clause 3.2 is subject to the following limitations:

(a) Only Clients with an Account or a User connected to the Client may access the Platform;

(b) A User must be any of a partner, member, officer, employee, agent or subcontractor of the client depending on the Client's constitution unless the Client is a Sole Trader; and

(c) Veya API may only be used by an application or applications by Veya in writing and controlled by the Client.

3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by Veya to the Client under Clause 3.2 is subject to the following prohibitions:

(a) the Client must not sub-license its right to access and use the Platform;

(b) the Client must not permit any unauthorised person or application to access or use the Platform;

(c) the Client must not make any alteration to the Platform; and

(d) the Client must not conduct or request that any other person conduct any load testing or penetration testing on the Platform.

3.5 The Client shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Platform by means of the Access Credentials.

3.6 The parties acknowledge and agree that the availability of the Platform is subject to the Terms and Conditions and that availability of the Platform at all times is not guaranteed.

3.7 The Client must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all Users or persons using the Platform with the authority of the Client or by means of the Access Credentials comply with Schedule 1 (Acceptable Use Policy).

3.8 The Client must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform.

3.9 The Client must not use the Platform in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by Veya of any person using the Platform. The Client acknowledges and agrees that Veya may use reasonable technical measures to limit the use of Platform resources by the Client for the purpose of assuring the Platform is reasonably accessible to all Users.

3.10 The Client must not use the Platform:

(a) in any way that is unlawful, illegal, fraudulent, or harmful; or

(b) in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

3.11 For the avoidance of doubt, the Client has no right to access the software code (including object code, intermediate code, and source code) of the Platform, either during or after the Term.

  1. Scheduled maintenance

4.1 Veya may from time to time suspend the Platform for the purposes of scheduled maintenance to the Platform and will notify the Client by email or through information provided at www.askveya.com.

4.2 Veya shall where practicable give to the Client at least 5 Business Days' prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Platform.

4.3 Veya shall ensure that all scheduled maintenance is carried out outside Business Hours.

  1. Client obligations

5.1 Save to the extent that the parties have agreed otherwise in writing, the Client must provide to Veya, or procure for Veya, such:

(a) co-operation, support and advice;

(b) information and documentation; and

(c) governmental, legal and regulatory licences, consents and permits

as are reasonably necessary to enable Veya to perform its obligations under the Agreement.

5.2 The Client must provide to Veya, or procure for Veya, such access to the Client's computer hardware, software, networks and systems as may be reasonably required by Veya to enable Veya to perform its obligations under the Agreement.

5.3 When using the Platform the Client must provide accurate data and Veya shall not be liable for any error or misleading information present in material produced by the Platform where inaccurate data was provided by the Client.

  1. Client Data

6.1 The Client hereby grants to Veya a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Data to the extent reasonably required for the performance of Veya's obligations and the exercise of Veya's rights under the Agreement. The Client also grants to Veya the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.

6.2 The Client warrants and represents to Veya that the Client Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute, or regulation of the law of any jurisdiction in which the Client or User may access the Platform.

6.3 Veya shall use reasonably commercial endeavours to create and maintain a back-up copy of the Client Data sufficient to enable Veya to restore the Platform to the same state at the time the back-up was taken.

  1. Integrations with Third Party Services

7.1 The Platform is integrated with certain Third-Party Services and Veya may integrate the Platform with additional Third Party Services at any time.

7.2 The Client acknowledges and agrees that:

(a) the integration of Third-Party Services with respect to the Platform may result in the transfer of Client Data and/or Client Personal Data from the Platform to the relevant Third-Party Services and vice versa; and

(b) Veya has no control over, or responsibility for, any disclosure, modification, deletion or other use of Client Data and/or Client Personal Data by any provider of Third Party Services.

7.3 Veya gives no guarantees, warranties or representations in respect of any Third-Party Services.

7.4 Veya shall not be liable to the Client in respect of any loss or damage that may be caused by Third Party Services or any provider of Third-Party Services.

  1. No assignment of Intellectual Property Rights

8.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Veya to the Client, or from the Client to Veya.

  1. Fees

9.1 The Client shall pay the Fees to Veya in accordance with Schedule 3 (Fees) or in such amount and frequency as agreed by Veya in writing on setting up the Account or during the Term.

9.2 Services not included in a Client's subscription shall be presented and priced individually as shown in Schedule 3 (Fees) or on the Platform at the time of use and will be billed to the Client separately to the subscription.

9.3 Veya shall issue receipts and/or invoices to the Client accordingly.

9.4 The Client must pay the Fees to Veya in an amount and frequency agreed by Veya on setting up the Account.

9.5 The parties agree that the Fees will be paid to Veya by direct debit unless using such payment details as are notified by Veya to the Client from time to time.

9.6 If the Client does not pay any amount properly due to Veya under these Terms and Conditions, Veya may immediately suspend all that Client's Users' access to the Account or terminate the Account without notice.

  1. Confidentiality obligations

10.1 Both parties must:

(a) keep the Confidential Information strictly confidential;

(b) not disclose the Confidential Information to any person without the other party's prior written consent;

(c) use the same degree of care to protect the confidentiality of the Confidential Information as that party uses to protect their own confidential information of a similar nature, being at least a reasonable degree of care;

10.2 Notwithstanding Clause 10.1 a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

10.3 No obligations are imposed by this Clause 10 with respect to a party's Confidential Information if that Confidential Information:

(a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the other party; or

(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

10.4 The restrictions in this Clause 10 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

10.5 Upon the termination of the Agreement, each party must immediately cease to use the other party's Confidential Information.

10.6 The provisions of this Clause 10 shall continue in force for a period of five years following the termination of the Agreement, at the end of which period they will cease to have effect.

  1. Publicity

11.1 Neither party may make any public disclosures relating to the Agreement or the subject matter of the Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

11.2 Nothing in this Clause 11 shall be construed as limiting the obligations of the parties under Clause 10.

  1. Data protection

12.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data.

12.2 The Client warrants to Veya that it has the legal right to disclose all Personal Data that it does in fact disclose to Veya under or in connection with the Agreement.

12.3 The Client shall only supply to Veya, and Veya shall only process, in each case under or in relation to the Agreement:

(a) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 2 (Data processing information) (or such other categories as may be agreed by the parties in writing); and

(b) Personal Data of the types specified in Section 2 of Schedule 2 (Data processing information) (or such other types as may be agreed by the parties in writing).

12.4 Veya shall only process the Client Personal Data for the purposes specified in Section 3 of Schedule 2 (Data processing information).

12.5 Veya shall only process the Client Personal Data during the Term and for a period of six years following the end of this Agreement, subject to the other provisions of this Clause 12.

12.6 Veya shall only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to any place outside the European Economic Area and the United Kingdom) as set out in these terms and conditions or any other document in writing agreed by the parties.

12.7 Veya shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

12.8 Veya and the Client shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data.

12.9 The Client acknowledges and agrees and confirms their consent to Veya for the processing Client Personal Data as follows:

(a) Veya may transfer the Client Personal Data internally to its own officers, employees, professional advisers and offices provided that such transfers and processing are protected by suitable safeguards.

(b) Veya may transfer the Client Personal Data to its sub-processors as detailed in section 3 of Schedule 5 providing that such processing and transfers are protected by suitable safeguards.

(c) Veya may transfer the Client Personal Data to a country, a territory or sector to the extent that the competent data protection authorities in the UK have decided that the country, territory, or sector ensures an adequate level of protection for Personal Data; and

(d) Veya may process the Client Personal Data in accordance with these Terms and Conditions in order for the Client to access information supplied by the Platform.

12.10 Veya is hereby authorised by the Client to engage, as sub-processors with respect to all Client Personal Data all those third parties identified in Section 5 of Schedule 2 (Data processing information).

12.11 Veya shall, insofar as possible and considering the nature of the processing, take appropriate technical and organisational measures to provide reasonable assistance to the Client with the fulfilment of the Client's obligation to respond to requests exercising a data subject's rights against the Client under the Data Protection Laws.

12.12 In the capacity as a data processor only Veya agrees to provide reasonable assistance to the Client to ensure the Clients compliance with obligations relating to the security of processing of the Client's Personal Data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. Veya may separately charge the Client for any work performed by Veya at the request of the Client pursuant to this Clause 12.12.

12.13 Veya must notify the Client of any Personal Data breach affecting the Client Personal Data without undue delay and, in any case, not later than 24 hours after Veya becomes aware of the breach.

12.14 Veya shall make available to the Client all information reasonably requested by the Client to demonstrate the compliance of Veya with its obligations under this Clause 12 and the Data Protection Laws. Veya may charge the Client for any work performed by Veya at the request of the Client pursuant to this Clause 12.14.

12.15 Veya shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

12.16 Veya shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of Veya's processing of Client Personal Data with the Data Protection Laws and this Clause 12. Veya may charge the Client for any work performed by Veya at the request of the Client pursuant to this Clause 12.16.

12.17 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

12.18 Veya agrees not to engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, the Provider shall inform the Client at least 5 days in advance of any intended changes concerning the addition or replacement of any third-party processor, and if the Client objects to any such changes before their implementation, then the Client may terminate the Agreement subject to these Terms and Conditions. Veya shall ensure that each third-party processor is subject to the same legal obligations as those imposed on Veya by this Clause 12.

  1. Warranties

13.1 Veya warrants to the Client that:

(a) Veya has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;

(b) Veya will comply with all applicable legal and regulatory requirements applying to the exercise of Veya's rights and the fulfilment of Veya's obligations under these Terms and Conditions; and

(c) Veya has or has access to all necessary know-how, expertise, and experience to perform its obligations under these Terms and Conditions.

13.2 The Client warrants to Veya that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

13.3 The Client warrants that it is not a consumer under applicable law and is engaged in a trade, profession, or business for the purposes of accessing the Platform.

13.4 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

  1. Acknowledgements and warranty limitations

14.1 The Client acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, Veya gives no warranty or representation that the Platform will be wholly free from defects, errors and bugs.

14.2 The Client acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, Veya gives no warranty or representation that the Platform will be entirely secure.

14.3 The Client acknowledges that the Platform are designed to be compatible only with that software and those systems as specified from time to time; and Veya does not warrant or represent that the Platform will be compatible with any other software or systems.

14.4 The Client acknowledges and agrees that Veya will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Platform; and, except to the extent expressly provided otherwise in these Terms and Conditions, Veya does not warrant or represent that the Platform or the use of the Platform by the Client will not give rise to any legal liability on the part of the Client or any other person.

  1. Indemnities

15.1 The Client shall indemnify and shall keep indemnified Veya against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Veya and arising directly or indirectly as a result of any material breach by the Client of these Terms and Conditions or applicable law or regulation.

15.2 The indemnity protection set out in this Clause 15 shall be subject to the limitations and exclusions of liability set out in the Agreement.

  1. Limitations and exclusions of liability under this Agreement

16.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

16.2 The limitations and exclusions of liability set out in this Clause 16 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 16.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

16.3 Neither party shall be liable in respect of any losses arising out of a Force Majeure Event.

16.4 Veya shall not be liable to the Client in respect of any loss of profits or anticipated savings.

16.5 Veya shall not be liable to the Client in respect of any loss of revenue or income.

16.6 Veya shall not be liable to the Client in respect of any loss of a property sale in respect of generated by the Platform.

16.7 Veya shall not be liable to the Client in respect of any loss of business, contracts or opportunities.

16.8 Veya shall not be liable to the Client in respect of any loss or corruption of any data, database or software.

16.9 Veya shall not be liable to the Client in respect of any special, indirect or consequential loss or damage.

16.10 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Client to Veya under the Agreement in the 12 month period preceding the identification of the breach by the indemnified party.

16.11 The aggregate liability of each party to the other party under the Agreement shall not exceed the total amount paid and payable by the Client to Veya under the Agreement in the twelve month period preceding the identification of the breach by the indemnified party.

  1. Force Majeure Event

17.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

17.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

17.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

  1. Termination

18.1 Veya may terminate the Agreement by giving to the Client not less than thirty days' written notice of termination. The Client may terminate the Agreement by giving to Veya not less than thirty days' written notice of termination or by using any account closure procedure available on the Platform.

18.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of the Agreement, and the breach is not remediable;

(b) the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of thirty days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).

18.3 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

18.4 Veya may terminate the Agreement immediately by giving written notice to the Client if:

(a) any amount due to be paid by the Client to Veya under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) Veya has given to the Client at least thirty days' written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 30.4.

18.5 The Agreement may only be terminated in accordance with its express provisions.

  1. Effects of termination

19.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clause 1, 3.11, 9, 10, 12, 14, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29.

19.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Agreement shall not affect the accrued rights of either party.

19.3 Within thirty days following the termination of the Agreement for any reason:

(a) the Client must pay to Veya any Fees in respect of Services provided to the Client before the termination of the Agreement; and

(b) Veya must refund to the Client any Fees paid by the Client to Veya in respect of Services that were to be provided to the Client after the termination of the Agreement,

without prejudice to the parties' other legal rights.

  1. Notices

20.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as "written notice" in these Terms and Conditions.

20.2 Any notice given by one party to the other party under these Terms and Conditions must be sent by email and shall be deemed to have been received at the time of the sending of an acknowledgement of receipt by the receiving at the time of the sending of the email (providing that the sending party retains written evidence that the email has been sent).

  1. Subcontracting and partnership

21.1 Subject to any express restrictions elsewhere in these Terms and Conditions, Veya may subcontract any of its obligations under the Agreement.

21.2 Notwithstanding the provisions of this Clause 21 but subject to any other provision of these Terms and Conditions, the Client acknowledges and agrees that Veya may subcontract to any reputable third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

21.3 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  1. Assignment

22.1 The Client acknowledges and agrees that Veya may assign, transfer or otherwise deal with Veya's contractual rights and obligations under these Terms and Conditions.

  1. No waivers

23.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

23.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

  1. Severability

24.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

24.2 If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

  1. Third party rights

25.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  1. Variation

26.1 The Agreement may be varied by Veya at any time by not giving less than thirty days written notice to a Client.

  1. Entire agreement

27.1 The main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.

27.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

27.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

27.4 Nothing in this clause shall limit or exclude any liability for fraud.

  1. Law and jurisdiction

28.1 These Terms and Conditions shall be governed by and construed in accordance with English law any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

  1. Interpretation

29.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

29.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

29.3 References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

29.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.


SCHEDULE 1 (ACCEPTABLE USE POLICY)

  1. Introduction

1.1 This acceptable use policy (the "Policy") sets out the rules governing:

(a) the use of the website at https://agents.askveya.com, any successor website, and the services available on that website or any successor website (the "Services"); and

(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").

1.2 References in this Policy to "you" are to any Client or User of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Veya Limited (and "we" and "our" should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

  1. General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:

(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or

(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

2.3 You must ensure that all Content complies with the provisions of this Policy.

  1. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

(a) be libellous or maliciously false

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property right;

(d) be in accordance with both Veya Limited's and the Client's Privacy Notice or infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) be in contempt of any court, or in breach of any court order;

(g) constitute a breach of racial or religious hatred or discrimination legislation;

(h) constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

  1. Factual accuracy

4.1 Content must not be untrue, false, inaccurate or misleading.

4.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

  1. Services only available for a trade or profession

5.1 You must only use the Services for the purposes of supporting your trade, profession, or business.

  1. Marketing and spam

6.1 You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.

6.2 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

  1. Monitoring

7.1 You acknowledge that we may actively monitor the Content and the use of the Services.

  1. Data mining

8.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

  1. Hyperlinks

9.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

  1. Harmful software

10.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

10.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.


SCHEDULE 2 (DATA PROCESSING INFORMATION)

  1. Categories of data subject

Customers of a Client, the clients nominated Users and any other individual whose information is provided to Veya by a Client in order to process personal data using the Platform.

  1. Types of Personal Data

Names, address; date of birth; telephone numbers; copy documents e.g. passport or driving licence; information required by HM Land Registry to locate title information of real property in the United Kingdom; IP Addresses; Contact Details; Device Information;

Information acquired through the use of the Platform e.g. information held by Companies House HM Land Registry or other publicly accessible database.

  1. Purposes of processing

To enable Clients to access third party databases (including Companies House and HM Land Registry) to generate reports on real property title and other related services offered by the Platform to Clients.

To enable the performance of Identification and Address Verification of individuals as required by law rules or regulation or to perform a specific function on the Platform.

  1. Security measures for Personal Data

Security measures are defined based on periodic risk assessments and responsibility for review and implementation is assigned to specific individuals with relevant expertise and overarching responsibility held by the board.

Veya has in place security policies which:

ensure that appropriate security safeguards and virus protection are in place to protect the hardware and software which is used in processing the PII in accordance with best industry practice.<

prevent unauthorised access to personal data and protect such information using pseudonymisation, where it is practical to do so;

ensure that personal information is stored in secure locations and only accessible by persons with appropriate authorisation.

Personal information is held on systems protected by appropriate security and transfers of personal data are encrypted.

Polices and procedures are in place to deal with breaches of security including any breach affecting personal information held by Veya.

notifying the customer as soon as any such security breach occurs.

have a secure method of disposal or anonymisation of unwanted personal information including for back-ups, disks, printouts, and redundant equipment.

  1. Sub-processors of Personal Data
  • Office 365
  • Amazon Web Services (AWS)
  • Thirdfort
  • Xero
  • Go Cardless
  • Hubspot

Some of our data processors will store some Client's Personal Data in the UK. This means that it will be fully protected under the Data Protection Legislation.

Some of our data processors will store a Client's Personal Data within the European Economic Area (the "EEA"). The EEA consists of all EU member states, plus Norway, Iceland, and Liechtenstein. This means this Personal Data will be fully protected under the EU GDPR and/or to equivalent standards by law. Transfers of personal data to the EEA from the UK are permitted without additional safeguards.

For any transfers of Client Personal Data from countries within the EEA to countries which do not ensure an adequate level of data protection (each known as a "third country"), Veya and the Permitted Sub-Processors may use the contractual clauses for the transfer of personal data to processors established in third countries established pursuant to the EU Commission Decision 2010/87/EU of 5 February 2010 (commonly known as the 'Standard Contractual Clauses'). The transfer and processing of personal data will otherwise be in accordance with Data Protection Legislation.

We will take additional steps to ensure that your personal data is treated just as safely and securely as it would be within the UK and under the Data Protection Legislation as follows:

We will store or transfer personal data in or to countries that are deemed to provide an adequate level of protection for personal data. For further information about adequacy decisions and adequacy regulations, please refer to the Information Commissioner's Office.

We will use standard contractual clauses or specific approved contracts, or other measures approved from time to time by the Information Commissioner's Officer which ensure the same levels of personal data protection that apply under the Data Protection Legislation. For further information, please refer to the Information Commissioner's Office.


SCHEDULE 3 (FEES)

The following standard Fees will apply unless we have agreed an alternative pricing with you, or you are currently benefiting from an introductory offer or other discount. We periodically update our Fees but we will give you 30 days' notice by email before any changes take effect.

All prices are exclusive of VAT at the prevailing rate

Veya Property Analysis

Property Assessment charge per property: £19.99 (which includes the title register download)

Title Plan download: £3.00 per property

ID&V Checks

Lite ID: £2.95 per completed check

Source of Funds: £4.95 per completed check

Original ID: £7.95 per completed check

Standard ID: £8.45 per completed check