Terms of Service

Introduction

Digi.me Limited (“digi.me”, “us”, “our” or “we”) is the provider of the Consentry services and the (iOSor Android) client applications (“Client Apps”) which are made available via the software web‐appportal (“Portal”) at https://consentry.com or app stores, together the “Services”, as well as all information and data made available in connection with the Services [“Service Data”]

These Terms of Service (”ToS”), together with all documents referred to in these ToS, tell you theterms on which you, your employees, members, contractors, subcontractors, agents and othersassociated with your organisation (“you” or “your”) may make use of the Services and the ServiceData. If you or your organisation have entered into a separate agreement with us, that agreement will apply instead of these ToS.

Please read these ToS carefully before you start to use the Services. By using the Services or installingthe Client Apps, you are confirming that you accept these ToS and that you agree to comply with them. If you do not agree to these ToS, you must not use the Services.

Your attention is also drawn to the Consentry Privacy Policy which describes how we may collect anduse your personal data, the reasons why we may need to disclose your personal data to others andhow we store your personal data securely, compliant with the General Data Protection Regulation (GDPR). Digi.me may be both a data controller and a data processor of your personal data.

Organisation Account

If you register for an account on the Platform, you are responsible for any use of our Services withyour account details and for ensuring your account details are protected from unauthorised use. You are also responsible for the security of any computer from which you sign into your account.

In the case of a company or other legal entity, you hereby warrant that you have authority to bindthat company or legal entity (as the contracting party) to these ToS. In the case of an individual, youhereby warrant that you are 18 years of age or older or, if you are not, that you have the consent of your parent or guardian to use the Services in accordance with these ToS.

Rights that we grant to you

We grant you a non‐exclusive, non‐transferable, revocable right to install the Client Apps and makeuse of the Services and any user or implementation guides (“Documentation”) available at https://consentry.com and any Service Data, solely for your organisation’s use and in accordance with these ToS.

This licence shall remain in effect until and unless these ToS are terminated by you or us. You promiseand agree that you will only make use of the Services, Documentation and Service Data within thescope, limits, terms and conditions set out in these ToS and that you will not redistribute or transfer the Services, Documentation or Service Data, or any part of them.

You acknowledge that all intellectual property rights in the Services, the Documentation, the ServiceData and the Platform anywhere in the world belong to us or our licensors (even after installation ontoa computer or device owned by you or integration into your system), and that you have no rights inor to the Services, Documentation, Service Data or the Platform other than the right to use each of them in accordance with the terms of these ToS.

For the avoidance of doubt, all data input into the Consentry platform or the Client Apps belongs tothe Organisation and/or an individual associated with that organisation. Digi.me does not claim anyrights over that data. Digi.me’s collection, use, disclosure and storage of that data is covered by the Consentry Privacy Policy.

In the event that you breach the terms of the licence granted to you in these ToS and such breach results in the creation of derivative works of the Services, the Documentation, and/or the Service Data (“Improvements”), you hereby assign, together with full title guarantee, all such Improvements to us. Such assignment does not preclude us from taking any legal or other action against you for contravention of these terms and conditions, including for infringement of our intellectual property rights.

You may from time‐to‐time provide suggestions, comments, ideas or other feedback (“Feedback”) to us relating to the Services, Service Data, Platform or Documentation. To the extent that you provide such Feedback, you grant us an unlimited licence right and license to use, disclose, reproduce, licence or otherwise distribute and exploit the Feedback as we see fit, entirely without obligation or payment to you or restriction of any kind.

Services

From time to time, we may introduce new services, features or functionality to the Services. These ToS will apply to such new services, features or functionality, unless they come with separate or additional terms, in which case you will be required to agree to such separate or additional terms before being permitted to use the new services, features or functionality.

We undertake that the Services will be performed substantially in accordance with the Documentation, including any Service Level Agreement available at https://consentry.com/sla. This undertaking shall not apply to the extent of any non‐conformance which is caused by your use of the Services contrary to our instructions or these ToS, or any alternation or modification made to the Services or the software used in the provision of the Services by a third party who is not authorised by us. You understand and agree that we have no obligation to modify software to support your use of the Services.

You acknowledge that the accuracy and completeness of the Services is dependent on a number of factors outside the control of digi.me, including your implementation, data input and your use of the Consentry solution.

Digi.me will use all reasonable endeavours to provide the Services with due care and diligence and tosuch standard as may reasonably be expected from a service provider operating in digi.me’s market and providing services of a type and kind as the Services. However, digi.me does not warrant that the Consentry solution will prevent you or others associated with your organisation catching any communicable virus or disease. You acknowledge that Consentry is a privacy centric solution for businesses, employers and organisations to assist business continuity through a pandemic, enable a healthier workforce and provide a safer work environment, but that digi.me does not provide any medical, health, legal or professional advice in relation to the Services nor warrant these Services in any way.

Accessing the Services

You acknowledge that the extent of your use of the Services will depend on your subscription plan. You further agree to use the Services only within the limits of such subscription plan, including any free trial period. Details of the Services available under the subscription plan can be found at https://consentry.com/pricing.

If, at any time whilst using the Services, you exceed any limit of your subscription plan, we will charge you, and you will pay, the relevant fees which apply to such excess use as set out above. We will use our reasonable endeavours to notify you when any limit is close to being exceeded; however, we accept no liability for failure to do this. You are solely responsible for monitoring your use of the Services within any permitted limits.

The Consentry Service Level Agreement (“SLA”) terms are available at https://consentry.com/sla  However, whilst we will make reasonable efforts to ensure the terms of the SLA are met, we do not guarantee that the Services will always be available or be uninterrupted or that our response times to bugs reported or issues raised will reflect those contained in the SLA. In particular, but without limitation:

Free Trial Period: You should have no expectation of digi.me meeting any terms of the SLA during any free trial period, with service priority being given to customers using the Services under a subscription plan.

Maintenance Services: The Services will not be available to you when we carry out maintenance services. We will endeavour to carry out these services outside of normal UK business hours (being 9:00am to 5:00pm UK time) and to give you at least eight hours’ notice, by email notification or posting at https://consentry.com/statuspage. However, you acknowledge that this notice may not be possible in cases of emergency or urgency.

Communication networks: The Services may be subject to limitations, delays and other problems inherent in the use of communication networks and facilities. We will not be liable to you if the Services are unavailable at any time, or for any period due to an event or cause outside of our control.

We reserve the right to suspend your access to or use of the Services, without notice, in the event you breach these ToS or if we reasonably suspect that you have breached these ToS.

Your use of the Services

You must not use the Services for any commercial use (other than for internal use within your organisation), and you must not redistribute or transfer the Services, Platform, Documentation or Service Data to any third party or make any part of the Services, Platform, Documentation or Service Data available to be accessed, in whole or in part, by any third party.

The licence granted to you to install and make use of the Services, the Platform, the Documentation, and Service Data, does not permit you to do, and you shall not do nor permit any third party to do, any of the following:

Embed our Services, Platform, Documentation, or Service Data into any product of yours or any third party;

Make available through automated or manual means any part of the Services, the Platform, the Documentation, or the Service Data, by way of crawling, scraping, spidering or otherwise;

Copy or access all or any part of the Services, the Platform, the Documentation, or the Service Data other than via the interface(s) provided to you by us;

Use web‐crawlers, bots, or scripts to copy or access any part of the Services, the Platform, the Documentation or the Service Data; or

Circumvent or attempt to override any security features we have installed relating to the Services, the Platform, the Documentation, or the Service Data;

You further agree to comply with any acceptable use policy at https://consentry.com with regards to your use of the Services, Platform, Service Data and Documentation, including any material and datayou transmit using the Services. Such acceptable use policy is hereby incorporated into these ToS. Abreach of any acceptable use policy will constitute a breach of these ToS and may result in termination or suspension of your account, in accordance with these ToS.

You shall comply with all applicable laws, rules and regulations that apply to your use of the Services, and comply with all applicable laws, rules and regulations governing export that apply to the Services.

Consentry Purchases

On expiry of any free trial period, you agree to pay us fees in order to continue using the Services, in accordance with the relevant subscription plan. Details of those fees, which do not include any application Value Added or other Sales Tax, can be found at https://consentry.com/pricing.

Depending on the subscription plan you choose, our third‐party payment processor will (and you hereby authorise it to) bill your payment card for the applicable fee in advance, on or shortly after the date you subscribe for a subscription plan and each month or anniversary there after, until terminated by you or us. The fees are non‐refundable, except as expressly stated otherwise in these ToS. Alternatively, if digi.me has agreed that payment for a monthly or annual subscription may be made against an invoice presented to you, you warrant that such invoice will be paid within the payment terms agreed with you.

If you move to a higher tier of a subscription plan or increase the number of organisation Client Appusers, the change will take effect immediately and we will charge you for the additional fees associated with the new subscription plan or increased number on a pro‐rata basis. If you move to a lower tier of a subscription plan or reduce the number of organisation Client App users, the change will take effect in the next billing cycle. You acknowledge that you will not receive a refund for the then‐current billing cycle if you move to a lower tier of a subscription plan or reduce the number of organisation Client App users.

We reserve the right not to provide you with the Services until the relevant fee has been received in full and cleared funds.

We also reserve the right to change our fees or subscription plans at any time. If you do not agree to such change, you must notify us by email to support@consentry.com  We will only charge you in respect of the period before termination and based on the old fee or subscription plan. If you do agree to such change (which will be deemed from your continued use of the Services after the date the new fee or payment plan becomes effective), your next bill will include the new fees on a pro rata basis.

You will pay fees without any set‐off, counterclaim, deduction or withholding of any kind, except as may be required by law. If any with holding or deduction is required by law, you will, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that it would have received if no such withholding or deduction had been required.

Usage Data Analysis

Digi.me collects anonymous data from both the Platform and Client Apps. This information is used by us to understand better how the Consentry solution is being used, for analytical purposes, to improve the Services and inform our product development decisions.

Instructions are available on the Platform dashboard and within the Client Apps, advising how you or any Client App user can opt out of the sending of anonymous data.

Limitation of Liability

You hereby agree to the following limitations on our liability to you:

Exclusion of certain losses: We shall not be liable to you for any loss of profits, business, anticipated savings, goodwill or business opportunity, business interruption, loss or corruption of data or information, or for any special, indirect or consequential loss or damage, howsoever arising under these ToS; and

Cap on liability: Our maximum aggregate liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these ToS shall be limited to the higher of either: i) the total amount paid to us in the 12 month period preceding the date on which the claim arose; or ii) £1,000.

Nothing in these ToS shall exclude either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by law. However, digi.me does not warrant that the Consentry solution will prevent you or others associated with your organisation catching any communicable virus or disease and we shall not be liable for any death or loss of any kind associated with any communicable virus or disease, resulting from the use, mis‐use or non‐use of the Client Apps, the Platform or any part of the Platform, the Documentation, the Service Data or the data of you or any individual associated with your organisation.

All warranties, conditions, representations or other terms implied by statute or common law in relation to the Services, Documentation, the Service Data and the Platform provided by us are excluded to the fullest extent permitted by law.

Indemnities

You shall defend, indemnify and hold harmless digi.me against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services, Client Apps, Documentation, Service Data or Platform in breach of these ToS or other agreements referred to in these ToS (including, but not limited to, any acceptable use.

Termination

You may terminate these ToS with us at any time, for any reason, by asking us to delete your account via email to support@consentry.com and ceasing all use of the Services, Documentation and Service Data.

Should you cease to pay the fees due under your subscription plan, your organisation’s data will be retained on our system for a period of 60 days, during which you will be able to access that data (but not add to it), after which your account and all data will be deleted, subject to any data retention required and permitted under the Consentry Privacy Policy, at which point these ToS will terminate.

We may terminate these ToS with you immediately, without notice, in the event you commit a material or persistent breach of these ToS (including any acceptable use policy), the Services are discontinued, we lose the right to provide you with the Services or where the provision of the Services becomes unlawful.

Upon termination:

Data will be retained in the secure and encrypted personal data vault of a Client App user’s iOS or Android device and the Client App will continue to function, unless that user decides to delete the Client App and with it the personal data vault. A Client App user will be able to record health self‐assessments, but not submit these to their organisation. Additionally, the Client User will be able to retain and add to their location history.

All rights granted to you under these ToS, including those specifically granted to you, shall cease, except in relation to the Client Apps;

You must cease all activities authorised by these ToS, including use of the Services, Documentation and Service Data, except in relation to the Client Apps; and

All fees payable to us under these ToS shall become due and shall be billed immediately, despite any other provision;

Other Terms

Your Organisation’s Marks: You may upload marks, in which your organisation owns rights, to the Platform. You hereby authorise digi.me to use those marks provided such use i) is strictly limited to the delivery of the Services to you and ii) ceases on termination of these ToS.

Assignment and other dealings: You may not assign, transfer, sub‐licence or deal in any other manner with any or all of your rights under these ToS, without our prior written consent.

Waiver: A waiver of any right or remedy under these ToS or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these ToS or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

Severance: If any provision or part‐provision of these ToS is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part‐provision shall be deemed deleted. Any such modification to or deletion of a provision or part‐provision shall not affect the validity and enforceability of the rest of these ToS.

Relationship: Nothing in these ToS is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.

Third Party Rights: No one other than a party to these ToS, their successors and permitted assignees, shall have any right to enforce any of its terms.

Other Rights: All rights not expressly granted in these ToS are reserved to digi.me

Entire Agreement: These ToS and all documents referred to therein constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Jurisdiction/ Governing Law: These ToS, their subject matter and their formation (and any non‐contractual disputes or claims) are governed by English law. The parties hereby irrevocably agree to the exclusive jurisdiction of the courts of England and Wales in respect of these ToS.


Apps

Website

Raven

Dashboard

Guaranteed Up-time

N/A

99.9%

99.9%

99.9%

Critical Issues

Response: 4 hours
Patch fix: within 24 hours
Full Resolution: Next Release
Response: 1 working day
Full Resolution: 1 working day
Response: 4 hours
Patch fix: within 24 hours
Full Resolution: Next Release
Response: 4 hours
Patch fix: within 24 hours
Full Resolution: Next Release

Major Issues

Response: 1 working day
Patch fix: 2 working days
Full Resolution: Next Release
Response: 1 working day
Full Resolution: 2 working days
Response: 1 working day
Patch fix: 2 working days
Full Resolution: Next Release
Response: 1 working day
Patch fix: 2 working days
Full Resolution: Next Release

Moderate Issues

Response: 2 working days
Full Resolution: Next or near-term Release
Response: 2 working days
Full Resolution: 5 working days
Response: 2 working days
Full Resolution: Next or near-term Release
Response: 2 working days
Full Resolution: Next or near-term Release

Minor Issues

Response: 3 working days
Full Resolution: Near-term or future Release
Response: 2 working days
Full Resolution: 15 working days
Response: 3 working days
Full Resolution: Near-term or future Release
Response: 3 working days
Full Resolution: Near-term or future Release

Tier 0, 1 & 2 Responses

1 working day
1 working day
1 working day
1 working day
- Critical, Major, Moderate and Minor Issues are defined in the table below
- App fixes may be delayed by App Store review periods of up to 5 working days

Issue Severity

Definition and Resolution

Critical

Critical system disruption (e.g. a severe disruption in business-critical system operability or functionality, server crash or total system failure). Always takes priority over roadmap development and resolved in production as soon as possible as long as codebase impact can be minimised. Only patch updates will be allowed on the basis that the modifications are a workaround, or a minor revision of existing code
If any major code disturbance and retesting is required, then every possible means will be taken to restore service using the minimal interim solution to buy time to fully complete fix and full testing
The purpose of this limitation of patch updates is to ensure that the live system is not degraded by incremental failures and incomplete patches

Major

Major problem that could block progress (e.g. a business-critical functionality that does not impact the entire system such as: significant number of users unable to perform or post transactions, loss of ability to perform functions, total loss of reporting, failure to cancel/add services, an error within the product that is preventing the user from doing any function within the product, or very slow page or image loading, inaccessible tools interface)
Will take priority over roadmap development based on Product House judgement and guidance, MUST be fixed in current release by a low-disturbance patch and MUST be fully resolved in the next release

Moderate

Single function/user - Has the potential to affect progress. Single function failure (e.g. a disruption in operability or functionality that does not impact the entire system such as: specific sources synchronisation issues impacting less than 10% of the users, isolated failure or Instabug that is not functioning or has stopped working)

Minor

Minor problem or easily worked around. Minor/Procedural issue or question (e.g. programming or configuration related questions, questions relating to functionality, operability, or formatting or cosmetic UX problems)

Version 1.1, August 2020