Master service agreement

INTRODUCTION

Ravio Technologies Limited, a company registered in the United Kingdom with registered company number 13864162, and with its registered address at 71-75 Shelton Street, London, England, WC2H 9JQ ("Ravio"), operates a compensation benchmarking and management platform, which it makes available as a service (the "Platform"). This Agreement (comprising this Master Service Agreement and, if applicable, any Order Form) sets out the terms and conditions upon which you may use the Services (as defined below).

By using the Platform or signing an Order Form, you agree to and accept this Master Service Agreement and the Order Form. This Master Services Agreement applies to your use of free and paid-for services. Paid-for services will be subject to you entering into an Order Form which will be provided separately by Ravio.

If the individual accepting this Master Service Agreement and any Order Form is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to these terms, in which case the terms 'Customer' and 'you' shall refer to such entity and its Affiliates.

  1. INTERPRETATION

    1. In this Agreement, save where the context requires otherwise, the following words and expressions have the following meaning:

      "Authorised User" means a person who is authorised by the Customer to access the Platform;

      "Business Day" means any day other than a Saturday, Sunday, public holiday, special holiday or bank holiday in England;

      "Commencement Date" means the date that you accept this Agreement;

      "Confidential Information" means information which is identified as confidential or proprietary by either party, or the nature of which is clearly confidential or proprietary;

      "Customer Data" means the content and data that the Customer or any Authorised Users makes available to Ravio that Ravio accesses, stores or handles in the course of providing the Services (including content and data that the Customer or any Authorised User makes available to Ravio that is hosted by Ravio in connection with the provision of the Platform);

      "Customer Materials" means all Materials provided by or on behalf of the Customer to Ravio in connection with this Agreement, including Customer Data;

      "Data Protection Laws" means the GDPR and any applicable national implementing or supplementary legislation (including the UK Data Protection Act 2018) and any other applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the Processing of Customer Personal Data;

      "Documentation" means the documentation that is made generally available by Ravio in connection with the Platform;

      "Fees" means the fees set out in any Order Form, including the Platform Fee and any set up fees;

      "GDPR" means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council and, where applicable, the "UK GDPR" as defined in The Data Protection, Privacy and Electronic Communications (Amendment Etc.) (EU Exit) Regulations 2019;

      "Group" means, in relation to a company, that company, any subsidiary or holding company (each having the meanings in sections 1161 and 1162 of the Companies Act 2006) from time to time of that company, and any subsidiary from time to time of a holding company of that company;

      "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

      "Order Form" means any order form signed (whether electronically or otherwise) by the parties in respect of paid-for Platform modules and which, amongst other things, and sets out the Platform Fee;

      "Materials" means software, firmware, tools, documentation, reports, data, diagrams, procedures, plans and other materials;

      "Platform Fee" means fees for the 'Manage' and/or 'Communicate' modules of the Platform, as well as any other paid-for services offered by Ravio from time to time, as set out in an Order Form;

      "Ravio Materials" means all Materials provided by or on behalf of Ravio in connection with this Agreement, other than the Third Party Materials;

      "Services" means the Platform and any items, deliverables, services, design services and works provided or required to be provided by Ravio to the Customer under and in accordance with this Agreement;

      "Third Party Materials" means all Materials provided by or on behalf of Ravio in connection with this Agreement, the Intellectual Property Rights in which are owned by a third party;

      "User Account" means an account set up for the Customer by Ravio with an ID and authentication method that an Authorised User uses to access the Platform;

      "VAT" means value added tax (and any equivalent tax payable in any jurisdiction); and

      "Virus" means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including works, Trojan horses, viruses and other similar things or devices.

    2. In this Agreement, unless the context otherwise requires: Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A reference to any party shall include that party's personal representatives, successors and permitted assigns. A reference to writing or written includes email. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

    3. This Agreement is comprised of the following documents. The document higher in the list prevails in the event of inconsistency between the documents.

      Precedence Document
      1 The main body of this Agreement.
      2 The Schedules to this Agreement.
  2. DURATION

    1. The Agreement shall commence on the Commencement Date and shall continue until it is terminated by either Party in accordance with clause 11.
  3. ACCESS TO THE RAVIO SERVICE

    1. Ravio grants the Customer a non-exclusive, non-transferable licence from the Commencement Date for the duration of this Agreement to access, use, and permit Authorised Users to access and use the Platform, in accordance with and subject to the terms and conditions of this Agreement, for the Customer's internal business purposes. The Customer may not sublicence the rights granted in this clause 3.1 other than to allow Authorised Users to access and use the Platform.
    2. The Customer must prevent any unauthorised access to, or use of, the Platform, and must promptly notify Ravio in the event of any such unauthorised access or use. If the Customer has any concerns about the login details for any User Account, or thinks any of them may have been misused, the Customer shall notify Ravio at legal@ravio.com. The Customer must immediately notify Ravio if the Customer becomes aware that the login details of any Authorised User are lost, stolen, or otherwise compromised.
    3. The Customer shall be responsible for all acts and omissions of Authorised Users as if they were the acts and omissions of the Customer itself and shall immediately end any Authorised User's right to access and use the Platform if the Authorised User ceases its employment or other relationship with the Customer.
    4. The Customer shall indemnify and defend Ravio, and its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable legal and professional fees) arising out of a claim brought by an Authorised User or any other third party relating to the Customer's use of the Platform (except to the extent caused by Ravio's negligence).
  4. PLATFORM UPDATES AND MODIFICATIONS

    1. Ravio shall modify or update the Platform at any time provided that Ravio shall: (a) make available to the Customer all improvements and additional features and functionality that Ravio incorporates into its standard service offering for the Platform; and (b) not make any modifications or updates that will materially reduce the functionality of the Platform, or that are otherwise likely to have a materially detrimental effect on the use of the Platform by any Authorised User, unless such modifications or updates are required to reflect legal adjustments or regulatory changes.
    2. Notwithstanding clause 4.1, the Customer acknowledges that Ravio is always innovating and finding ways to improve the Platform. The Customer therefore agrees that the Platform may change from time to time and that no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Platform.
  5. CUSTOMER'S OBLIGATIONS

    1. The Customer:
      1. must comply with the terms of this Agreement and all applicable laws and regulations with respect to its use of the Platform and its activities under this Agreement;
      2. must ensure that the Customer ends an Authorised User's right to access and use the Platform, if the Authorised User ceases its employment or other relationship with the Customer;
      3. must notify Ravio in writing if there are any changes to any of the Customer's contact details as set out in the customer onboarding process or any Order Form;
      4. must ensure that its network and systems, including its internet browser and operating systems, comply with any relevant specifications provided by Ravio in writing (including e-mail) from time to time;
      5. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Platform; and
      6. must not do, or allow any Authorised Users or other persons to do, any of the following: (i) access, store, distribute, or transmit any Virus through the Platform; (ii) use the Platform to access, store, distribute, or transmit any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive; (iii) use the Platform in a manner that is illegal or causes damage or injury to any person or property; (iv) use any automated system, including without limitation "robots", "spiders", or "offline readers", to access the Platform in a manner that sends more request messages to the Platform than a human can reasonably produce in the same period of time by using a conventional online web browser; (v) attempt to interfere with or compromise the integrity or security of the Platform, and Ravio reserves the right, without liability or prejudice to its other rights under this Agreement, to disable all or any User Accounts or access to all or any part of the Platform by any Authorised User, for any breach of any provision of this clause 5.1(f).
    2. Ravio may monitor the Customer's and Authorised Users' use of the Platform to ensure the quality of, and improve, the Platform, and verify the Customer's compliance with this Agreement.
    3. The Platform may contain links to, or call the servers of, third party websites, data or services that are not under Ravio's control, solely at the direction of and/or as a convenience to the Customer ("Third Party Sites"). As such, Ravio is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at the Customer's risk.
  6. INTELLECTUAL PROPERTY RIGHTS

    1. Intellectual Property Rights in the Services:
      1. The Customer is the owner or licensee of all Intellectual Property Rights in the Customer Materials (the "Customer IP"). Modifications and enhancements to Customer IP are also to be treated as Customer IP. Except as expressly set out in this Agreement, the Customer does not grant Ravio any rights to or licenses in respect of the Customer Materials or Customer IP.
      2. The Customer grants Ravio a non-exclusive, non-transferable, worldwide, royalty free licence for the duration of this Agreement to use (and to sub-license its subcontractors to use) the Customer IP for the purpose of performing its obligations under this Agreement. The Customer warrants that it has all necessary rights, licences and consents in order to grant the licence to Customer IP as set out in this clause (b).
      3. Ravio is the owner or licensee of all Intellectual Property Rights in and to the Services, including the Ravio Materials and any other Intellectual Property Rights made available to the Customer by or on behalf of Ravio (the "Ravio IP"). Modifications and enhancements to Ravio IP shall be treated as Ravio IP. Except as expressly set out in this Agreement, Ravio does not grant to the Customer any rights to or licenses in respect of the Services, Ravio Materials or Ravio IP.
      4. Ravio grants the Customer a non-exclusive, non-transferable, worldwide, royalty-free, non-sublicensable licence for the duration of the Term to access and use, and to allow the Authorised Users to access and use, the Platform, the Documentation and Ravio IP as required to enable the Customer to use the Services. The Customer may make as many copies of the Documentation as the Customer considers necessary for an Authorised User to make full use of the Platform and for backup, testing and security purposes.
    2. Developed IP:
      1. If Materials are created by or on behalf of Ravio in the course of providing the Services ("Developed Materials"), Ravio will own all Intellectual Property Rights in and to the Developed Materials ("Developed IP") immediately from creation. To the extent any Developed IP does not automatically vest in Ravio, the Customer hereby assigns to Ravio with full title guarantee absolutely all of its right, title and interest in and to such Developed IP for the full term of such rights and all renewals and extensions, together with all accrued causes of action (whether occurring before, on, or after the date of this agreement).
      2. Ravio and the Customer agree that Developed IP shall become Ravio IP and shall be licensed by Ravio to the Customer as set out in clause 6.1(d).
    3. The Customer will not, and shall procure that its Authorised Users shall not, when using the Platform: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; (b) attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Platform; (c) access all or any part of the Platform in order to build a product or service which competes with the Platform, or use or attempt to use the Platform to directly compete with Ravio; or (d) erase or remove any proprietary or intellectual property notice contained in the Platform**.**
    4. Trade marks and feedback:
      1. Ravio may use the Customer's name, logo, and related trade marks in any of Ravio's publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Customer uses the Platform and alongside any testimonials that the Customer has agreed to give. The Customer grants Ravio such rights as are necessary to use it name, logo, related trade marks and testimonials for the purpose of this clause 6.4.
      2. By submitting feedback on the Services to Ravio, the Customer acknowledges that Ravio may use and allow others to use this feedback in the Platform or otherwise without any restriction and without payment of any kind to the Customer.
  7. CUSTOMER DATA

    1. The Customer grants Ravio a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty free licence to access, download and use the Customer Data for the purpose of providing the Platform to the Customer, including analysing the Customer Data in accordance with the functionalities of the Platform and developing, testing, improving and altering the functionality of the Platform; and the provision of products and services to Ravio's customers; provided all such Customer Data is anonymised and combined with similar data from Ravio's other customers and does not include (directly or by inference) any information identifying the Customer or any data subject.
    2. The Customer represents and warrants to Ravio that it has the necessary right, title, interest and consent, in each case as necessary to allow Ravio to use the Customer Data in accordance with this Agreement. The Customer shall maintain a backup of the Customer Data and Ravio shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Customer Data.
  8. DATA PROTECTION

    1. To the extent that Ravio processes any personal data on behalf of the Customer as a processor as a result of hosting the Customer Data or otherwise as a result of the Customer's use of the Services, it shall do so in accordance with the DPA.
    2. For the purpose of this clause 8 the terms "controller", "processor", "data subject", "personal data", and "process" shall have the same meaning as set out in the DPA.
  9. CONFIDENTIAL INFORMATION

    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.
    2. Each party shall hold the other party's Confidential Information in confidence and, unless required by law, shall not make the other party's Confidential Information available for use for any purpose other than as needed to perform the terms of this Agreement. Each party shall take a backup of its own Confidential Information and shall not be responsible to the other party for any loss, destruction, alteration, or disclosure of Confidential Information.
    3. Each party shall take all reasonable steps to ensure that the other party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
  10. FEES AND PAYMENT

    1. No fees are payable in respect of the Customer's use of the 'Understand' service on the Platform and this clause 10 shall not apply in respect of such use. In respect of the 'Manage' and 'Communicate' modules of the Platform (and any other paid-for services offered by Ravio from time to time), the Customer will pay Ravio the Platform Fees and any other fees set out in the applicable Order Form (to be provided separately by Ravio).
    2. The Customer shall provide Ravio with its bank details and any other information reasonably requested by Ravio. The Customer hereby authorises Ravio to debit the Fees to the Customer's bank account on the date of each valid invoice issued, and the Customer shall execute any additional documentation, or provide such other confirmation or authorisation, as reasonably required in order for Ravio (or any service provider engaged by Ravio for this purpose) to collect any Fees due directly from the Customer's bank.
    3. If Ravio has not received payment in full within 30 days of the date of the relevant invoice, and without prejudice to any other rights and remedies available to Ravio: (a) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC at the due date for payment of the relevant Fees, commencing on the due date for payment and continuing until the Fees have been paid in full, whether before or after judgment; and (b) the Customer shall reimburse Ravio for all reasonable costs and expenses (including reasonable lawyers' fees) incurred by Ravio in collecting any overdue amounts.
    4. If Ravio has not received payment in full within thirty (30) days of the date of the relevant invoice, and without prejudice to any other rights and remedies available to Ravio, Ravio may, without liability to the Customer, suspend or temporarily disable all or part of the Customer's access to the Platform and Ravio shall be under no obligation to provide any access to the Platform while the relevant sum remains unpaid.
    5. All amounts and Fees stated or referred to in this Agreement are payable in pounds sterling; and are exclusive of VAT unless otherwise expressly stated, which shall be paid at the same time as payment of the Fees.
  11. SUSPENSION AND TERMINATION

    1. The Customer may stop using the Services at any time. The Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of all Services. Ravio may terminate this Agreement for its convenience at any time with 30 days' prior written notice to the Customer.
    2. Without prejudice to any other rights or remedies available to Ravio, if the Customer fails to pay any sum due to Ravio and such sum remains outstanding for a further thirty (30) days following notice requiring such sum to be paid, Ravio may immediately terminate this Agreement on giving notice to the Customer, without liability for Ravio to the Customer.
    3. Without prejudice to any other rights and remedies available to Ravio, Ravio may terminate this Agreement by notice with immediate effect, or such notice as Ravio may in its sole discretion elect to give, if the Customer: (a) infringes Ravio's Intellectual Property Rights in the Platform or any other Services; (b) is in breach of clause 6.3 and/or 9; and/or (c) is in breach of any applicable law.
    4. Without prejudice to any other rights and remedies available to Ravio, Ravio may immediately suspend any User Account, and the Customer's or any Authorised User's right to access and use the Platform without giving prior notice to the Customer, if:
      1. the Customer is in material or persistent breach of any of the terms of this Agreement;
      2. in Ravio's reasonable determination, the Customer is suspected of being in material breach of any of the terms of this Agreement, and for the purposes of this clause 11.4, the parties acknowledge that any breach of clause 6.3 and/or 9 will be a material breach of this Agreement.
    5. Without prejudice to any other rights and remedies available to it, either party may terminate this Agreement at any time with immediate effect on giving notice in writing to the other party, if that other party:
      1. is in material or persistent breach of any of the terms of this Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within thirty (30) days after receiving written notice requiring it to remedy the breach; or
      2. is unable to pay its debts, or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
    6. On termination of this Agreement for any reason:
      1. all rights and licenses granted under this Agreement shall immediately terminate and the Customer's right to access and use, and grant Authorised Users the right to access and use the Platform and any other Services will end;
      2. each party shall return to the other party or (at the other party's request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority).
    7. Termination of this Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.
    8. Any provision of this Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of this Agreement shall survive and continue in full force and effect.
  12. LIMITED WARRANTY

    1. Ravio shall use commercially reasonable efforts to make the Platform available.
    2. Other than as set out in clause 12.1, the Platform is provided on an "as is" and "as available" basis and Ravio gives no representations, warranties, conditions or other terms of any kind in respect of the Platform, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.
    3. Except as expressly provided for in this Agreement:
      1. all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement; and
      2. Ravio will not be responsible for any interruptions, delays, failures, or non-availability affecting the Platform or the performance of the Platform which are caused by third party services (including Third Party Sites), errors or bugs in third party software, hardware, or the Internet on which Ravio relies to provide the Platform, or any changes to the Platform made by or on behalf of the Customer, and the Customer acknowledges that Ravio does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.
  13. RAVIO's LIABILITY

    1. Subject to clause 13.2, neither party will be liable to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with this Agreement in conditions that fall into any of the following categories: loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover or reputation; loss (whether direct or indirect) of anticipated saving or wasted expenditure; loss of or damage to data; or any special, indirect or consequential damage or loss, costs or expenses.
    2. Nothing in this Agreement excludes or limits either party’s liability for death or personal injury caused by that party’s negligence, or for fraud or fraudulent misrepresentation.
    3. Ravio's total liability in any calendar year in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, arising under or in connection with the Agreement shall in all circumstances be limited to the Fees paid and payable by the Customer in such calendar year (if the Customer pays no Fees, Ravio's total liability in any calendar year shall be limited to £100).
  14. GENERAL

    1. Written communications. Applicable laws may require that some of the information or communications that Ravio sends to the Customer should be in writing. The Customer accepts that communication with Ravio will mainly be electronic. Ravio will contact the Customer by e-mail. For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information and other communications that Ravio provides to the Customer electronically comply with any legal requirement that such communications be in writing.
    2. Variation. No amendment to this Agreement shall be valid unless it is signed by both parties in writing.
    3. Notices. All notices given by the Customer to Ravio must be submitted to legal@ravio.com. Ravio may give notice to the Customer at either the e-mail or postal address the Customer provides to Ravio in the Order Form or customer onboarding process. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
    4. Transfer of any rights and obligations. The Customer may not transfer, assign, charge or otherwise deal in this Agreement, or any of the Customer's rights or obligations arising under this Agreement, without Ravio's prior written consent.
    5. Events outside a party's control. Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under this Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of Ravio, governmental act, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this clause shall excuse the Customer from any payment obligation under this Agreement.
    6. Entire agreement. This Agreement represents the entire agreement between the parties in relation to the Services and supersedes all prior discussions, promises, assurances, warranties, representations, negotiations, understandings and agreements in relation to its subject matter. Each party agrees that it 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
    7. Third party rights. Other than as expressly stated in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
    8. Waiver. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
    9. Severability. If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of this Agreement shall not be prejudiced.
    10. Law and jurisdiction
      1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
      2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

Data Processing Addendum

  1. Background

    1. This DPA applies as set out in clause 8.1 of the Agreement. In the event of a conflict between any of the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail.
  2. Definitions

    1. Unless otherwise set out below, each capitalised term in this DPA shall have the meaning set out in the Agreement and the following capitalised terms used in this DPA shall be defined as follows: "Customer Personal Data" means any personal data contained in the Customer Data, including:

      1. Customer business contact information required by Ravio to provide the Services, set up User Accounts and provide support services; and
      2. any other personal data uploaded by the Customer to the Platform that Ravio Processes on behalf of the Customer or one of its Affiliates for the duration of the Agreement in connection with the Customer's use of and access to the Platform; "Data Protection Laws" means the GDPR, any national implementing or supplementary legislation and any other applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the processing of Customer Personal Data;

      "European Economic Area" or "EEA" means the Member States of the European Union together with Iceland, Norway, and Liechtenstein;

      "GDPR" means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (the "EU GDPR") and, where applicable, the "UK GDPR" as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018;

      "Security Incident" means any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Customer Personal Data; and "Subprocessor" means any Processor engaged by Ravio who agrees to receive from Ravio Customer Personal Data.

    2. The terms "personal data", "Controller", "Processor", "Data Subject", "Process" and "Supervisory Authority" shall have the same meaning as set out in the GDPR.

  3. Data Processing

    1. Ravio will only Process Customer Personal Data in accordance with:
      1. the Agreement, to the extent necessary to provide the Services to the Customer; and
      2. the Customer's written instructions, unless Processing is required by European Union, Member State or UK law to which Ravio is subject, in which case Ravio shall, to the extent permitted by applicable law, inform the Customer of that legal requirement before Processing that Customer Personal Data.
    2. The Agreement (subject to any changes to the Services) and this DPA shall be the Customer's instructions to Ravio in relation to the Processing of Customer Personal Data.
    3. To the extent that any of the Customer's instructions require Processing of Customer Personal Data in a manner that falls outside the scope of the Services, Ravio may:
      1. make the performance of any such instructions subject to the payment by the Customer of any costs and expenses incurred by Ravio or such additional charges as Ravio may reasonably determine; or
      2. terminate the Agreement and the Services.
    4. The Customer shall provide all applicable notices to Data Subjects required under applicable Data Protection Laws for the lawful Processing of Customer Personal Data by Ravio in accordance with the Agreement.
    5. The Customer will obtain any consents required under applicable Data Protection Laws for the lawful Processing of Customer Personal Data by Ravio in accordance with the Agreement.
  4. Subprocessors

    1. The Customer agrees that Ravio may use Subprocessors (including Google Cloud and Merge API Inc.) to Process Customer Personal Data, provided it enters into a written agreement with the Subprocessor which imposes the same obligations on the Subprocessor with regard to their Processing of Customer Personal Data as are imposed on Ravio under this DPA.
    2. Ravio shall provide the Customer with thirty (30) days' notice of any proposed changes to the Subprocessors it uses to Process Customer Personal Data (including any addition or replacement of any Subprocessors).
    3. If the Customer (acting reasonably) does not approve of a new Subprocessor, it shall provide written notice to Ravio of such objection within seven (7) days after Ravio has provided notice under paragraph 4.2, along with documentary evidence that reasonably shows that the Subprocessor does not or cannot comply with the requirements in this DPA (an "Objection").
    4. In the event of an Objection, Ravio will use reasonable endeavours to make available to the Customer a change in the Services, or will recommend a commercially reasonable change to the Services to prevent the applicable Subprocessor from processing the Customer Personal Data. If Ravio is unable to make available such a change within a reasonable period of time, which shall not exceed thirty (30) days, either party may terminate the Agreement by providing not less than thirty (30) days' written notice to the other party. During such notice period, Ravio may suspend the affected portion of the Services. No pre-paid Fees shall be refundable if the agreement is terminated in accordance with this paragraph.
    5. Ravio shall at all times remain responsible for compliance with its obligations under the DPA and will be liable to the Customer for the acts and omissions of any Subprocessor as if they were the acts and omissions of Ravio.
  5. International Transfers

    1. Ravio shall not transfer or otherwise process the Customer Personal Data outside the UK or EEA unless:
      1. the recipient, or the country or territory in which it processes or accesses the Customer Personal Data, ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of Customer Personal Data as set out in a decision of the European Commission; or
      2. the transfer is based on the appropriate module of the Standard Contractual Clauses annexed to the Commission Implementing Decision C/2021/3972; or
      3. the transfer is otherwise lawful under the GDPR.
  6. Data Security, Audits and Security Notifications

    1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Ravio shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including (as appropriate) any measures listed in Article 32(1) of the GDPR.
    2. The Customer may, upon reasonable notice, at reasonable times and at its own cost, audit (either by itself or using independent third party auditors) Ravio's compliance with the security measures set out in this DPA (including the technical and organisational measures as set out in Annex 1), including by conducting audits of Ravio's data processing facilities. Ravio shall assist with, and contribute to any audits conducted in accordance with this paragraph 6.2, provided that:
      1. such audits are carried out in a manner that does not disrupt Ravio's business and are not carried out more than once a year;
      2. the Customer reimburses Ravio any costs incurred by Ravio in facilitating such audits, including arranging access to any of Ravio's or its Subprocessors' processing facilities.
    3. Upon the Customer's request, Ravio shall make available all information reasonably necessary to demonstrate compliance with this DPA.
    4. Where required under Article 28(3)(h) of the GDPR, Ravio shall immediately notify the Customer in the event that Ravio believes the Customer's instructions conflict with the requirements of the GDPR or other EU, Member State or UK laws.
    5. If Ravio or any Subprocessor becomes aware of a Security Incident, Ravio will (a) notify the Customer of the Security Incident promptly, (b) investigate the Security Incident and provide such reasonable assistance to the Customer (and any law enforcement or regulatory official) as required to investigate the Security Incident, and (c) take steps to remedy any non-compliance with this DPA.
    6. Ravio shall treat the Customer Personal Data as the Customer's Confidential Information, and shall ensure that any employees or other personnel that have access to the Customer Personal Data have agreed in writing to protect the confidentiality and security of the Customer Personal Data and do not Process such Customer Personal Data other than in accordance with this DPA.
  7. Access Requests and Data Subject Rights

    1. Save as required (or where prohibited) under applicable law, Ravio shall notify the Customer of any request received by Ravio from a Data Subject, whether directly or through a Subprocessor, in respect of their personal data included in the Customer Personal Data, and shall not respond to the Data Subject.
    2. Ravio shall provide the Customer with the ability to correct, delete, block, access or copy the Customer Personal Data in accordance with the functionality of the Platform.
    3. Ravio shall notify the Customer of any request for the disclosure of Customer Personal Data by a governmental or regulatory body or law enforcement authority (including any data protection supervisory authority) unless otherwise prohibited by law or a legally binding order of such body or agency.
  8. Assistance

    1. Where applicable, taking into account the nature of the Processing, and to the extent required under applicable Data Protection Laws, Ravio shall:
      1. use all reasonable endeavours to assist Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising Data Subject rights laid down in the GDPR; and
      2. provide reasonable assistance to the Customer with any data protection impact assessments and with any prior consultations to any Supervisory Authority of the Customer, in each case solely in relation to Processing of Customer Personal Data and taking into account the information available to Ravio.
  9. Duration and Termination

    1. Ravio shall, within thirty (30) days of the date of termination of the Agreement:
      1. if requested to do so by the Customer, return a complete copy of all Customer Personal Data by secure file transfer; and
      2. delete and use all reasonable efforts to procure the deletion of all other copies of Customer Personal Data Processed by Ravio or any Subprocessors.
    2. Ravio and its Subprocessors may retain Customer Personal Data to the extent required by applicable law, or as Ravio may deem necessary to prosecute or defend any legal claim, provided that such Customer Personal Data is retained only to the extent and for such period as required by applicable laws or pending resolution of any issue, and always provided that Ravio shall ensure the confidentiality of all such Customer Personal Data.

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