Effective Date: December 1st, 2021
Last Updated: July 24th, 2024
These Terms of Services are entered into by and between the Institution (“Client” or “you”, or “your”) and Groov Technology Limited (“Altior Labs”, “Groov”, “we”, “our” or “us”), a company registered in UK (number: SC679273), with its registered office at 19 Craigcrook Road, Edinburgh, Scotland, EH4 3NQ, together referred to as the “parties” and each individually as a “party”.
The following terms and conditions, together with any other documents and forms that are expressly incorporated by reference (collectively, “Terms of Services”), govern your access to and use of our website at wearegroov.io (together with any associated web pages, websites, social media pages and mobile and/or web applications of Groov, collectively, the “Site”) our online, API-based, data integration and processing service including the Portal account (the “Platform”) and any related services or products provided or made available by us to you (collectively, the Site, the Platform and such other services and products being the “Services”), whether as a guest, a registered user or otherwise. References in these Terms of Services to “you” and “your” shall mean the individual accepting or agreeing to these Terms of Services, or accessing or using the Services, as well as the institution or other entity (“Subscriber Entity”), if any, that you represent or that is employing, contracting or retaining you in relation to the Services, or on whose behalf you and/or other fellow employees or contractors are using the Services hereunder.
You represent, warrant and agree that you are authorised to enter into these Terms of Services on behalf of yourself and the Subscriber Entity (if any) and to bind yourself and the Subscriber Entity to the terms and conditions herein.
PLEASE READ THE TERMS OF SERVICES CAREFULLY BEFORE YOU ACCESS OR USE THE SERVICES. By using any of the services or by clicking or selecting that you accept or agree to the terms of services when this option is made available to you, you accept and agree to be bound and abide by these terms of services and our privacy policy, found at wearegroov.io/privacy and incorporated herein by reference. If you do not want to agree to these terms of services or the privacy policy, you must not access or use any of the services.
We may revise and update these Terms of Services from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of our Services. Your continued use of our Services following the posting of revised Terms of Services means that you accept and agree to the changes. We will give you 1 calendar month’s written notice of such changes to these Terms of Services.
Portions of our Site are available to the public and you are free to access and use them without sign up or registration, subject to and in accordance with these Terms of Services. Access to and use of our Platform and certain other Services are subject to certain fees and charges as well as your sign up and registration. The amount of such fees and charges, as well as any other particulars of your access to and use of, and/or your subscription to, the Platform and such other Services shall be as set forth in the order from, registration form or other ordering document provided to you by Groov or in the applicable order terms webpage or document accompanying or cross-referenced where and when you register or sign up for the Platform or other Services (any of the foregoing being an “Order”).
Specific services terms, product details and any applicable license and/or subscription terms will be set forth in the applicable Schedule(s), Order Form(s), each of which become binding on the Parties and incorporated into this Terms of Services upon execution of an Order Form. Each Order Form is governed by and incorporates the following documents in effect as of the date of last update of such documents, collectively referred to as the “Agreement” that consists of:
The applicable Schedule(s) are determined by the Groov Product and/or Service(s) purchased and/or subscribed on the Order Form. In the event of a conflict, the order of precedence is as set out above in descending order of control.
2.1 Licence. Groov will provide the Groov Products and/or Services to the Client . Subject to the terms of this Agreement, Groov grants to Client a non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement to: (a) use the Groov Products solely for the purpose of accessing the Customer Data; and (b) use the Groov Products to access the Customer Data in the format made available by Groov from time to time solely for the internal purposes of: (i) assessing whether to make the Client’s Products available to the particular Customer; and (ii) managing the provisions of the Client’s Products to the particular Customer. For the avoidance of doubt, all licences granted will begin on the Order Start Date specified, for both testing and production purposes.
2.2 Security. Client undertakes that it shall: (a) not allow the Groov Products to be accessed or used by anyone other than Authorised Users; and (b) procure that each Authorised User keep secure their login credentials used to access the Groov Products and not share them with any other person. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Groov Products and, in the event of any such unauthorised access or use, promptly notify Groov.
2.3 Restrictions. Client shall not, and shall not permit its Authorised Users to do the following with respect to the Groov Products:
(a) access, store, distribute or transmit any Viruses, or any material that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitate illegal activity; (iii) depict sexually explicit images; (iv) promote unlawful violence; (v) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) in a manner that is otherwise illegal or cause damage or injury to any person or property; and Groov reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to and remove any material that breaches the provisions of this clause;
(b) except as may be allowed by any applicable law which is incapable of exclusion or by agreement between the parties (including as expressly permitted under this Agreement), attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Groov Products in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Groov Products;
(c) access all or any part of Groov Products in order to build a product or service which competes with the Groov Products and/or Services;
(d) use the Groov Products to provide services to third parties which are not consistent with clause 2.1 of this Agreement;
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Groov Products available to any third party, or attempt to obtain, or assist third parties in obtaining, access to the Groov Products, other than as provided under this Agreement.
2.4 Services. Upon Client’s request for Services (i.e. an Order), the parties will agree on each party’s tasks, the deliverables, the Services Fees and any other terms deemed necessary by the parties. Groov shall perform the Services in accordance with this Agreement. Groov will provide the Services using reasonable care and skill.
2.5 Support. The Client may contact Groov with technical or other questions with respect to the Groov Product and/or Services and to report Groov Product outages or failures. Groov will provide a representative or help desk to answer technical support and other questions from the Client and its Authorised Users.
3.1 Client Obligations.
(a) You will be solely responsible and liable for your Customers and any support, customer service, problems, claims, disputes or issues arising with respect to your Customers in connection with the Services and any products or services you provide to your Customers. Furthermore, prior to obtaining or accessing any Customer Data from or about a given Customer, or using the Platform or other Services with respect to such Customer (or to extent applicable prior to such Customer using the Services, through the use of your services or otherwise), you shall first ensure that such Customer has entered into and become bound by an agreement between you and Customer authorizing and governing access to and use of such Customer’s Customer Data and the access to and use of our Services by or for such Customer. Such Customer agreement shall specify that your Customer (i) authorizes you and any applicable commerce and/or trade and/or sales and/or payment processing and/or commercial transactions platform or service from which Customer Data is obtained through the Services (each an “Partner Platform”) to share and disclose such Customer’s Customer Data with and to Groov (and to you through the Services), and (ii) authorizes Groov to connect to such Partner Platform for purposes of obtaining such Customer’s Customer Data and to obtain, receive, process and use such Customer’s Customer Data in order for Groov to provide the Services and conduct the related activities contemplated by these Terms of Services, and (iii) agrees to reasonable and customary restrictions, limitations and disclaimers, consistent with these Terms of Services with respect to any use by your Customer of the Services. Such Customer agreement shall also provide Customers with any notices and information, and obtain from such Customers any consents, required under applicable privacy, data security and other laws and regulations with respect to the Customer Data and for the use and provision of the Services and the Customer Data as contemplated herein (including for example and without limitation consent to use of the Customer Data as provided for in Sections 3.1.a.(I) and 3.1.a.(II) below). The authorizations and consents in such Customer agreement may refer more generally to “third party service provider’s”, “third party services” rather than to Groov specifically so long as such terms would include Groov. You shall not use the Services with respect to any Customer, request, make any API calls for or initiate any processes to obtain any Customer Data of such Customer from or through the Services, or allow such Customer to access and use the Services, in all such cases unless and until such Customer agreement has been entered into and all such required consents, permissions and authorizations have been obtained from such Customer as set forth in this Section. Access to Customer Data for a given Customer through the Services may, in some cases, require further actions or authorizations with respect to the Partner Platform from which such Customer Data originates or under applicable law. In such cases, the parties shall reasonably cooperate to facilitate such actions or authorizations, but in any event, Groov shall have no obligation or liability with respect to any failure to obtain, collect or process Customer Data because such actions or authorizations are not fulfilled or because you fail to meet your obligations under this Section.
a.(I): Application analytics. Notwithstanding anything to the contrary in these Terms of Services, Groov may monitor your use of the Services and collect, generate and compile application analytics (as defined below). As between Groov and you, all right, title, and interest in Application analytics, and all intellectual property rights therein, belong to and are retained solely by Groov and such analytics shall not be part of the Customer Data or User Contributions hereunder. The term “Application analytics” means aggregated and anonymized data, statistics, insights, analysis and information generated, compiled or recorded by Groov based on usage of the Services by you and Authorized Users, including for example and without limitation anonymized analysis of (and insights derived from) aggregated Customer Data and statistical and performance information regarding the provision and operation of the Services. You agree that Groov may use and disclose Application analytics in any manner consistent with Groov’s Privacy Policy and applicable law; provided that such analysis do not identify you, any Authorized Users or Customers and do not disclose any personally identifying information or your Confidential Information.
a.(II): All Customer Data is and shall remain the property of the Customer, you and/or the third party Partner Platform form where it originated, as provided in, and in accordance with, the applicable policies, terms and conditions of you and such Partner Platform, any applicable agreements with Customers, and applicable laws. Groov shall acquire no rights therein, except for the limited right to use such Customer Data hereunder in accordance with these Terms of Services. You hereby authorize and agree that Groov may (and to the extent applicable, hereby grant Groov a license to) use the Customer Data to provide, perform, operate, maintain, improve, modify and administer the Platform and other Services, and to otherwise perform Groov’s obligations under these Terms of Services. For the avoidance of doubt, using Customer Data to improve and modify the Platform and other Services includes the right to train Groov’s machine learning models and to generate or improve algorithms or software code.
Client shall also:
(b) cooperate with Groov in all matters relating to the Groov Products and/or Services, which shall include providing Groov with such information and materials as Groov may reasonably require and ensure that such information is accurate in all material respects;
(c) not use the Groov Products in a manner that in Groov’s reasonable opinion exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement; and
(d) be solely responsible for procuring and maintaining its network connections and telecommunications links and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.
3.2 Client Default.
If Groov’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (a “Client Default”):
(a) Groov shall without limiting its other rights or remedies have the right to suspend access to the Groov Products and performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Groov’s performance of any of its obligations;
(b) Groov shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Groov’s failure or delay to perform any of its obligations as set out in this Agreement except for those setout in Schedule 4 – Service Level Agreement; and
(c) the Client shall reimburse Groov on written demand for any costs or losses sustained or incurred by Groov arising from the Client Default limited to the total Fees paid under this Agreement in the 12 months preceding the date of such a Client Default.
4.1 Fees. The Client will pay all Fees as specified in an Order. Groov shall calculate and invoice the Fees to the Client.
4.2 Invoicing. Groov shall invoice the Client in arrears for the Fees, either annually, monthly, or in accordance with the applicable Order. Unless otherwise stated in the Order, invoiced Fees are due 30 days from the invoice date.
4.3 Offset and Interest. Client shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). If any invoiced amount is not received by Groov by the due date, then without limiting Groov’s rights or remedies Client shall pay interest on the overdue amount at the rate of 4% per cent per annum above Bank of England’s base rate from time to time.
4.4 Taxes. Fees and other charges do not include any sales, use, value added, or similar taxes, and Client will pay such applicable taxes imposed by taxing authorities either directly or through Groov collection (stated as separate invoice items) as legally required as a result of the provision of the Groov Products and/or Services to Client under this Agreement.
5.1 Groov Products and Services. All Intellectual Property Rights in or arising out of or in connection with the Services and/or the Groov Products shall be owned by Groov, including any Intellectual Property Rights in and to the format and structure of the Customer Data or any Customer Data treated by Groov for Groov’s use as described in this Agreement. All software and algorithms used in connection with the Services and/or the Groov Products are the property of Groov or their software partners and are protected by copyright laws. Groov and the other logos shown on the Platform may be trademarks, service marks and/or trading names of Groov or its partners and protected by applicable intellectual property legislation.
5.2 Use of Customer Data. Groov may use Customer Data: (i) to provide the Groov Products and Services under this Agreement; (ii) to monitor, detect, prevent, reduce, or otherwise address fraud, risk, security, or technical issues; (iii) as required or permitted by Applicable Law; or (iv) as otherwise permitted under this Agreement. Groov acknowledges and agrees that it has no rights to and in the Customer Data save as otherwise set out in this Agreement. For the avoidance of doubt and in accordance where Groov acts solely as a data processor on behalf of the Client, Groov shall not use any Customer Data, Personal Data or personally identifiable information of Clients Customers or Authorised Users to enhance or improve the Platform nor cross sell any further products or pass customer data to a third party without the explicit consent of the Client. Groov shall notify the Client without undue delay after becoming aware if any Customer Data that also constitutes Personal Data is processed by Groov for such purposes.
5.3 Injunctive Relief and Indemnity. Client undertakes not to obtain, access or reproduce, adapt, translate, arrange or make available to any third party, either directly or indirectly, any part of the Groov Products or its contents (including any electronic materials necessary for its operation) except to the extent (if at all) that and for so long as the Client is expressly permitted to do so in accordance with this Agreement or in the Client’s agreement with associated third parties, or as permitted by any mandatory provisions of law, and undertakes to take all necessary steps to prevent unauthorised access to the Groov Products. The Client acknowledges that civil and criminal penalties may be incurred in the event of any infringement of the copyright and/or other rights in relation to the Groov Products and the format and structure of the Customer Data and that any such infringement by the Client may result in incalculable damage and/or loss to Groov, and accordingly the Client agrees that, in addition to any other right or remedy of Groov, Groov shall be entitled to seek immediate injunctive relief to restrain any actual or apprehended infringement thereof. The Client undertakes to indemnify Groov in full against all direct and reasonably foreseeable loss and damage (together with any reasonable costs and expenses thereto) incurred by Groov by reason of any such infringement by the Client limited to the total Fees paid under this Agreement in the 12 months preceding the date of such an infringement.
6.1 Groov as a Controller. Where Groov is a Controller in relation to personal data under this Agreement, Groov may use Personal Data in the manner set out in Groov’s Privacy Policy and as further set out in this Agreement.
6.2 Use of Customer Data. Unless Groov acquires the Customer Data directly from the Customer, all such Customer Data is and shall remain the property of the Customer, you and/or the partner platform form where it originated, as provided in, and in accordance with, the applicable policies, terms and conditions of you and such partner platform, any applicable agreements with Customers, and applicable laws. Groov shall acquire no rights therein, except for the limited right to use such Customer Data hereunder in accordance with these Terms of Services to provide, perform, operate, maintain, improve, modify and administer the Platform and other Services, and to otherwise perform Groov’s obligations under these Terms of Services. For the avoidance of doubt, using Customer Data to improve and modify the Platform and other Services includes the right to train Groov’s machine learning models and to generate or improve algorithms or software code.. To the extent any Customer Data does constitute Personal Data, the terms set out in Schedule 2 shall apply.
6.3 Data Permissions. The Client is required to enter into direct contractual relationships with each Customer to obtain permission to access and use Customer Data on the Groov Product or by means of the Services. Client agrees to procure from the Customer (where required by law) that (i) Groov shall have the right to store, use, reformat and distribute and otherwise Process such Customer Data through the Groov Products or by means of the Services as required under this Agreement; and (ii) that the Customer provides the Customer Data, or procuring that such instructions as appropriate are given to associated third parties to deliver Customer Data, or arrange for the collection of, such Customer Data by Groov in a description and format that is suitable for the Groov Products and the provision of the Services.
6.4 Client Products. Client acknowledges and agrees that it is solely responsible for the products and services it provides to Customer and its protection of the Customer Data thereto, and any losses or liabilities arising out of the foregoing.
6.5 Data Consents. The Client warrants that, where required by law or contract with any third party, the Client has separately obtained all necessary Customer consents in writing relating to the Customer Data being stored and/or processed by Client as provided by Groov under this Agreement. Client will provide written copies of Customer consent to Groov upon Groov’s reasonable request.
6.5 Security Standards. The Client acknowledges that Groov abides by the ISO 27001 standards. In addition we use data encryption in transit and at rest, and use the TLS protocol encrypted endpoints which can be used for all API calls.
7.1 Term. This Agreement commences on the date the Client first accepts it and continues for the tenure as explicitly stated in the Order Form or until it has been terminated.
7.2 Suspension. Groov reserves the right to suspend access to the Groov Products in the event that (a) all applicable Customer withdraw their authorisation for Customer Data to be made available to the Groov Platform; and/or (b) the Client is in breach of this Agreement, and Groov accepts no liability to Customer(s) and/or the Client and/or to any other party arising out of the suspension of access to the Groov Products.
7.3 Termination. A party may terminate this Agreement by given written notice (i) upon 1 calendar month written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, receivership or assignment for the benefit of creditors. Without limiting its other rights or remedies, Groov may terminate this Agreement with immediate effect by giving written notice to Client if Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified to make such payment.
7.4 Refund or Payment upon Termination. If this Agreement is terminated by the Client in accordance with clause 7.3 above, Groov will refund the Client any prepaid fees covering the remainder of the term after the effective date of termination. If this Agreement is terminated by Groov in accordance with clause 7.3 above, the Client will pay any unpaid fees covering the remainder of the term to the extent permitted by applicable law. In no event will termination relieve the Client of its obligation to pay any fees payable to Groov for the period prior to the effective date of termination.
7.5 Consequences of Termination. On expiry or termination of this Agreement for any reason: (i) Client shall immediately pay to Groov all of the Client’s outstanding unpaid Fees and any interest; (ii) Client shall immediately cease using the Groov Products and Groov may terminate all Authorised Users’ accounts; (iii) Client’s licence to use the Groov Products under clause 2.1 shall end; (iv) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; (v) clauses which expressly or by implication survive termination shall continue in full force and effect (which shall for the avoidance of doubt included clauses 8 and 11).
7.6 Customer Data Retention & Deletion. For a period of seven (7) days after the effective date of termination, Groov will make the Customer Data contained in the Platform as of such termination date available to you for access or download (without any obligation on Groov to further process such Customer Data). Except as stated previously, upon any Termination, Customer data within the Services may no longer be accessed by you. Furthermore, except as may be required by applicable law, Groov will have no obligation to (but may in its sole discretion) store, maintain, delete or destroy any Customer Data or other information stored in the Platform or Services related to your account or your prior access and use of the Services.
8.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
8.2 Restricted use and non-disclosure. Neither party shall use the other party’s Confidential Information for any purpose other than as permitted under this Agreement. Each party undertakes that it shall treat all Confidential Information as strictly confidential and not at any time disclose to any person any Confidential Information of the other party, except as permitted by this clause 8.
8.3 Permitted disclosures. Each party may disclose the other party’s Confidential Information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 8;
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority but (to the extent permitted by applicable law or the requesting authority) only after the disclosing party has been so notified promptly in writing and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure;
(c) if the Confidential Information has come into the public domain other than by a breach of any obligation of confidentiality; and
(d) with the prior written approval of the other party.
8.4 Injunctive Relief. Each party acknowledges and agrees that irreparable injury to the other party may result in the event that the confidentiality obligations contained in this clause are violated and that the remedy at law for the breach of such obligations may be inadequate. Therefore, if either party engages in any act in violation of the provisions of this clause, the other party shall be entitled, in addition to such other remedies and damages as may be available to it by law or under this Agreement, to seek injunctive relief to enforce the provisions of this clause. Such relief or measures will be in addition to, and not in lieu of, any other rights and remedies available to the disclosing party.
9.1 The Groov Services, Groov Products and Customer Data are provided by Groov to the Client on an “as is”, “as available” basis and Groov does not give or make any warranty or representation of any kind, whether express, implied or statutory with respect to the Groov Services, the Groov Products or the Customer Data, including without limitation any warranty of merchantability, fitness for a particular purpose, title, noninfringement or correctness. Groov does not warrant that the Client’s access to the Groov Products will be uninterrupted or error free. Groov is not responsible for any failure to access the Groov Products or the Customer Data through the Groov Products that is caused by Groov (except for those setout in Schedule 4 – Service Level Agreement), the Client, A Customer, the internet or any third party or any third party software, tool or application.
9.2 Groov does not vet, endorse or recommend any Customer or the Client’s Products or make any warranties or representations in respect of any Customer or the Client’s Products. The Client is encouraged to carry out their own due diligence in respect of those with whom they wish to transact.
10.1 Client Indemnity. The Client shall defend, indemnify and hold harmless Groov, its officers, directors and employees 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 the Client’s use of the Platform, provided that (i) the Client is given prompt notice of any such claim; (ii) Groov provides reasonable cooperation to the Client in the defence and settlement of such claim, at the Client’s expense; and (iii) the Client is given sole authority to defend or settle the claim.
10.2 Groov Indemnity. Groov shall defend the Client, its officers, directors and employees against any claim that the Groov Products (excluding Customer Data) infringe any patent effective as of the date of this Agreement, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that, (i) Groov is given prompt notice of any such claim; (ii) the Client provides reasonable cooperation to Groov in the defence and settlement of such claim, at Groov’s expense; and (iii) Groov is given sole authority to defend or settle the claim. In no event shall Groov indemnify the Client under this clause to the extent that the alleged infringement is based on (a) a modification of the Groov Products by anyone other than Groov; or (b) the Client’s use of the Groov Products in a manner contrary to the instructions given to the Client by Groov; or (c) the Client’s use of the Groov Products after notice of the alleged or actual infringement from Groov or any appropriate authority.
10.3 Remedies. If any item forming part of the Groov Products becomes, or in Groov’s reasonable opinion is likely to become, subject to an infringement claim or proceeding, Groov may procure the right for the Client to continue using the Groov Products, replace or modify the Groov Products so that it becomes non-infringing or, if such remedies are not reasonably available, remove the infringing item from the scope of the Groov Products.
11.1 Nothing in this Agreement shall limit or exclude either party’s liability for (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.
11.2 Subject to clause 11.1, neither party shall not be liable to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with this Agreement for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss or damage to goodwill or reputation; and any indirect or consequential loss.
11.3 Subject to clause 11.1, each Party’s total liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the Agreement shall be limited to the total Fees paid under this Agreement in the 12 months preceding the date of such a breach.
11.4 Groov cannot be held responsible for any delays that result from the failure of any Customer to deliver or provide access to Customer Data or the failure of the Client to access, use or interpret any data on the Platform. The Client is responsible for adequate protection and back up of data and/or equipment and for undertaking reasonable and appropriate precautions to scan for computer viruses, or other destructive properties. Groov makes no representations or warranties regarding the accuracy, functionality or performance of any third party software that may be used by the Client or any Customer that the Client transacts with in connection with the Services.
11.5 Groov has no liability or responsibility of any kind for the accuracy or content of any of the Customer Data and/or Personal Data or for any loss or damage suffered by the Client resulting from the Client’s use or disclosure of Customer Data.
11.6 Groov has no relationship with or obligation to, and accepts no liability arising out of the Groov Products and the Services in relation to, to any party other than the Client. The Client acknowledges and agrees that it is solely responsible for its use of the Groov Products and the Customer Data.
11.7 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
12.1 Relationship. Nothing in this Agreement is intended to or shall give rise to any relationship of partnership, joint venture or profit sharing in the nature of partnership between the parties. No one other than a party to this Agreement shall have any right to enforce any of its terms.
12.2 Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including war, riot, civil commotion or terrorist attacks; fires, floods or storms; acts of God; and strikes, lockouts and other industrial disputes.
12.3 Assignment and other dealings. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets.
12.4 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating 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.
12.5 Variation. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
12.7 Severance. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.
12.8 Governing law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and shall be subject to the non-exclusive jurisdiction of the English courts.
12.9 Notices. Any notices to be given must be given in writing and sent to the physical address or e-mail address of the other party as set out in this Agreement or such other address as a party may designate in writing to the other party from time to time. Any such notice may be delivered: (i) personally by hand; or (ii) sent by pre-paid recorded delivery, special delivery or registered post.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address of the party; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email to info@wearegroov.io, one Business Day after transmission.
12.10 Non-Solicitation. Neither Party shall, without the prior written consent of the other (such consent to be at the sole discretion of the other), either directly or indirectly (i) initiate recruitment; (ii) use the services of; (iii) solicit; (iv) hire; or (v) otherwise engage in any manner any of the personnel of the other with whom they come into contact or learn about as a result of the discussions on the Purpose, or the disclosure of Confidential Information pursuant to this Agreement, in each case during the term of this Agreement and for a period of six months after the expiry or termination of this Agreement.
In recognition of the value of each Party’s personnel to that Party and the inconvenience which would be caused to either Party as a breach of this Clause 12, each of the Parties agrees that, if it does breach this Clause 12 it shall pay to the other an amount which is equivalent to (i) 120 days at the current day rates for that person; or (ii) 3 months at the current gross salary for that person, whichever is applicable to the personnel in question. The Parties hereby expressly agree that the sums referred to in this Clause 12 represent a fair and genuine estimate of the likely losses they would suffer as a result of a breach of this Clause 12.
12.11 Publicity. The Parties shall have the right to issue any press releases or any other public statements with respect to this agreement. Press releases and other public statements will be issued to the other party for approval within 5 business days of receipt. Both parties agree that approval will not be unreasonably withheld.
The Platform and/or Services will contain the following features:
Customer consent & account access: Enabling Customer’ authorisation of the Client to use their Commerce or Sales or Trading or Business Management or Commercial transaction data
Data Capture & Processing/Provisioning: Access to data, where made available by the underlying software, and provisioning of the aggregated & unified version of the data in Groov specs including (and not limiting to):
Insights: Business insights (standard) and custom/bespoke (if stated and provided as part of Order form) where available either as a Service or via Portal dashboards view.
Portal: Fully-featured online portal to view data, User management and integrations management via the online portal
SandBox test data: Access to a test data suite to test integration and setup with Groov prior to switching on Live services by the Client.
Data storage: Secure cloud data storage managed by Groov for the purpose of providing the Services
API:
Security: Data encryption in transit and at rest
1. Introduction.
Addendum. This Data Processing Addendum (DPA) supplements the Master Service Agreement (as updated from time to time between Institution and Groov) and all other agreements between Institution and Groov governing Institutions’s use of Groov’s services.
Binding agreement. The Institution agrees to be bound by this DPA and comply with the terms and conditions set out herein.
2. Definitions. The following definitions will apply in this Schedule and the Agreement; all capitalized terms in this DPA shall have the meaning ascribed to them in the Agreement, unless otherwise defined below: :
3. Processing of Personal Data.
3.1 Processing Roles. Groov will operate as a Processor on behalf of the Institution and Institution will operate as a Controller, or as a Processor for an Ultimate Controller, for any processing of Personal Data pursuant to this DPA.
3.2 Details of the processing. A description of subject-matter, duration, nature and purposes as well as categories of Personal Data and Data Subjects is included in Schedule 2.1 to this DPA.
3.3 Institutions’s instructions. Groov shall only process Personal Data in accordance with documented instructions from Institution, unless required to do so by applicable laws and, if so required, provided that Groov informs the Institution of that legal requirement before processing, unless the relevant law prohibits such information on important grounds of public interest. The initial instructions to Groov are set forth in this DPA and any further changes to the instructions need to be agreed in writing.
3.4 Lawfulness of Institutions’s instructions. The Institution is responsible for ensuring that the instructions are compliant with the Institution’s obligations under the applicable Data Protection Laws (including where the Institution is a Processor, by ensuring that the Ultimate Controller does so).
3.5 Compliance. Groov undertakes to process Personal Data in compliance with its obligations under applicable Data Protection Laws.
4. Sub-Processors.
4.1 General Authorization. Groov has the Institutions’s general authorisation for the engagement of Sub-processors, subject to the limitations set out in this DPA (including Clause 8). Groov shall inform the Institution of any intended changes concerning the addition or replacement of Sub-processors at least two months in advance, thereby giving the Institution the opportunity to object to such changes prior to the engagement of the concerned Sub-processors.
4.2 Objections. Institution may object in writing to Groov appointment of a new Sub-processor within one calendar months of receiving notice in accordance with Section 4.1 of this DPA, provided that such objection is based on reasonable grounds relating to data protection. In such event, the Parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Groov will, at its sole discretion, either not appoint such Sub-processor, or permit Institution to terminate the Service in accordance with the termination provisions in the Agreement without liability to either Party (but without prejudice to any fees incurred by Institution prior to termination).
4.3 Notifications. Groov shall provide the information referred to in Clauses 4.1 and 4.2 by updating the Subcontractor Documentation and will make available a mechanism to subscribe to updates.
4.4 Authorized Sub-Processors. Subcontractor Documentation contains a list of Sub-processors engaged as of the date of the DPA.
4.5 Contract. Where Groov engages a Sub-processor to carry out specific processing activities (on behalf of the Institution), it shall do so by way of a contract that provides for, in substance, the same data protection obligations as those binding Groov under this DPA. Groov shall provide, at the Institution’s request, a copy of such a Sub-processor agreement and any subsequent amendments to the Institution. To the extent necessary to protect business secrets or other confidential information, including personal data, Groov may redact the text of the agreement prior to sharing a copy.
4.6 Liability. Groov shall remain fully responsible to Institution for the performance of the Sub-processor’s obligations under the contract with the Sub-processor.
5. Data Subject Requests.
5.1 Data Subject Requests. Groov provides technical controls in the Services which Institution can use to retrieve, correct and delete the use of Personal Data without any additional fees. In addition, Groov shall, taking into account the nature of the processing, provide reasonable additional assistance to Institution to enable Institution to comply with its data protection obligations under Data Protection Laws with respect to Data Subject requests (provided such assistance can’t be satisfied by the use of the technical controls).
5.2 Requests to Groov. Groov shall not respond to requests from Data Subjects made directly to Groov but will make commercially reasonable efforts to refer Data Subjects to Institution, provided that the Data Subject identifies the Institution.
6. Security and Data Breaches.
6.1 Technical and organizational safeguards. Groov implements technical and organizational measures to ensure an appropriate level of security with respect to Customer Data (including Personal Data).
6.2 Personal Data Breaches. Groov shall inform the Institution without undue delay after becoming aware of any Personal Data Breach. Groov shall (a) provide any information available to Groov that the Institution reasonably needs to comply with its obligations under Data Protection Laws and (b), take commercially reasonable steps to contain and investigate any Personal Data Breach.
6.3 Personnel. Groov will (a) authorize its employees, contractors and Sub-processors to access Personal Data only to the extent required for the due fulfilment of this Agreement, (b) implement reasonable controls to verify the reliability of Groov’s employees and contractors to the extent they are involved in the processing of Personal Data and (iv), ensure that all employees, contractors and Sub-processors have agreed to maintain the confidentiality of the Personal Data or are under an appropriate statutory obligation of confidentiality.
7. Certifications, Information and Assistance
7.1 N/A
7.2 Groov Audits. Groov plans to carry out audits using external auditors to verify the adequacy of its security measures. Those audits will be carried out (a) at least annually, (b) in accordance with ISO 27001 standards or another substantially equivalent standard, (c) by independent third-party security professionals, (d) at Groov’s expense and results in a report (the “Report”).
7.3 Verifying Compliance. To allow Institution to reasonably verify Groov’s compliance with the DPA, Groov undertakes to provide to Institution the executive summary of the latest Report ( on the Institution’s request).
7.4 Further Assistance. Groov shall, to the extent required under applicable Data Protection Laws and in accordance with the Institution’s written instruction in each case, assist the Institution in fulfilling its legal obligations under applicable Data Protection Laws (including contributing to data protection impact assessments and consultations with supervisory authorities). The Institution acknowledges that Groov will provide the Documentation, and the information provided in this Section 7, and shall exercise its right to further assistance only to the extent it is unable to comply with Data Protection Laws by relying on that information.
7.5 Confidentiality. Any information provided to the Institution under this Section shall be construed as Groov’s Confidential Information (including information made available about Sub-processors).
8. International Transfers.
8.1 International Transfers. Groov shall adhere to the provisions in the Agreement relating to the Institution’s selected Data Region (if requested by the Institution).
8.2 Data Transfer Mechanism. If Personal Data is transferred to a third country pursuant to the Services, and those transfers are subject to Chapter V of the GDPR, the P2C SCCs shall apply the relevant transfers. The Institution:
a)signs the P2C SCCs on behalf of itself as well as in the name and on behalf of any Ultimate Controller requiring the P2C SCCs pursuant to Chapter V of the GDPR, and
b)acknowledges that the P2C SCCs becomes binding by way of incorporation upon signing this DPA.
8.3 Ultimate Controllers. Institution undertakes to provide evidence showing that the P2C SCCs have been duly entered into by the Ultimate Controller(s) referred to in Clause 8.2a).
8.4 New transfer mechanisms. Groov shall be entitled to update the transfer mechanism described in Clause 8.2 should it no longer be valid, or another adequate and legal alternative is identified.
9. Return and Deletion of Personal Data.
9.1 Return and Deletion. Groov provides technical controls in the Services which Institution can use to retrieve or delete Personal Data during, and up to 30 days after the termination of, the Agreement.
10. Audit Rights.
10.1 Audits. Institution may request an on-site audit for the demonstration of Groov’s compliance with its obligations under this DPA when:
a. the information provided by Groov in the Documentation, Section 7 or otherwise is not sufficient to demonstrate Groov’s compliance with the DPA,
b. the Institution is notified by Groov of a Personal Data Breach affecting Personal Data,
c. such an audit is required by Data Protection Laws or by the Institution’s (or the Ultimate Controller’s) supervisory authority.
10.2 Principles for Institution Audits. The Institution agrees to exercise its right to on-site audits:
a. with reasonable care and only to the extent required to comply with Data Protection Laws,
b. by providing a notice no less than 30 days in advance of the proposed on-site audit, unless this is not possible due to an emergency or crisis situation or would lead to a situation where the audit would no longer be effective,
c. in a way that minimizes the risk of disruption to Groov’s business and Groov’s other clients, and
d. by allowing Groov to pool the on-site audit with other institutions requesting on-site audits relating to the same subject matter or incident.
Third-Party Auditors. Institution may mandate a third-party auditor to carry out the on-site audit provided that the third-party auditor has an appropriate level of expertise and qualification in the subject matter to perform the audit and undertakes to sign an appropriate confidentiality agreement with Groov.
Sub-processors. On-site audits at Sub-processors may be subject to additional reasonable limitations and the Sub-processor may require that the Institution (and the third-party auditor mandated by the Institution) signs confidentiality undertakings directly with the Sub-processor.
Scope of the audit. On-site audits will be limited to processing and storage facilities containing Personal Data. Institution acknowledges that Groov operates a multi-tenant cloud environment and that Groov shall have the right to reasonably adapt the scope of any on-site audit to avoid or mitigate risks with respect to, and including, service levels, availability, and confidentiality of information pertaining to other clients of Groov.
Process. Before carrying out an on-site audit, the Parties shall mutually agree on the scope, timing and duration of the audit and the reimbursement rate for which Institution shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by or on behalf of Groov.
Confidentiality. Any information provided to the Institution under this Section shall be construed as Groovs Confidential Information (including information made available about Sub-processors).
11. Term
11.1 Term. This DPA shall continue in force until the termination of the Agreement.
12. Miscellaneous
12.1 Conflicts. Except as amended by this DPA, the Agreement will remain in full force and effect. If there is a conflict between the Agreement and this DPA, the terms of this DPA will control. Nothing in this document varies or modifies the P2C SCCs.
1. SUBJECT MATTER AND NATURE OF THE PROCESSING
The performance of the Services pursuant to the Agreement, as further described in the Documentation.
2. PURPOSE OF PROCESSING
The performance of the Services pursuant to the Agreement, as further described in the Documentation.
3. INTERNATIONAL DATA TRANSFERS
Groov does not transfer Personal Data outside the EEA (a) unless otherwise explicitly provided by the Agreement and the DPA or (b), except as necessary to transfer Personal Data to institutions consuming our Services from outside the EEA.
4. CATEGORIES OF DATA SUBJECTS
a. Employees, representatives and Users of Institution
b. Customers and Silent Parties
5. CATEGORIES OF PERSONAL DATA
a. Identity information
b. Contact information
c. Financial account information (for example, settlement account information)
6. SENSITIVE DATA TRANSFERRED
Groov does not process special categories of Personal Data in the Services.
7. DURATION OF PROCESSING
The Personal Data will be processed for the duration of the Agreement.
8. FREQUENCY OF THE TRANSFER (IF APPLICABLE)
The frequency of the transfer (e.g., whether the data is transferred on a one-off or ongoing basis): Ongoing basis depending on the use of the Services by Institution.
9. SUB-PROCESSOR TRANSFERS (IF APPLICABLE)
As set out in Clauses 1 and 2 above, Sub-processors will process Personal Data as necessary to perform the Services pursuant to the Agreement and the Personal Data will be processed for the duration of the Agreement. Information about the Sub-processors used can be found in the Sub-processor documentation.
10. TECHNICAL AND ORGANIZATIONAL MEASURES
Groov will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data in the Services, as described in Privacy and Security Docuemntation. Groov will not materially decrease the overall security of the Services during the term.
11. DATA PROTECTION OFFICER
Groov’s data protection officer can be contacted on dpo@wearegroov.io
1. SUPPLEMENTARY TERMS
1.1 Instructions. This DPA and the Agreement are Institution’s (or the Ultimate Controller’s, as applicable) complete and final documented instructions at the time of signature of the Agreement to Groov for the processing of Personal Data. Any additional or alternate instructions must be consistent with the terms of this DPA and the Agreement. For the purposes of clause 8.1 of the DPA, the instructions to process Personal Data are set out in section Schedule 2.1 of this DPA.
1.2 Description of transfer. Clause 1 - 11 of Schedule 2.1 of this DPA shall form Annex I.B.
1.3 Notifications. Any notifications to be sent under the P2C SCCs shall be made to the Institution who will receive on behalf of Ultimate Controllers.
1.4 Notification of Access Requests. Groov shall notify Institution (only) and not the Data Subject(s) in case of government access requests. Institution (or the Ultimate Controller’s, as applicable) shall be solely responsible for promptly notifying the Data Subject as necessary.
1.5 Liability. Groov’s liability shall be limited to any damage caused by its processing where Groov has not complied with its obligations under the GDPR specifically directed to Processors, or where it has acted outside of or contrary to lawful instructions of Institution (or the Ultimate Controller, as applicable), as specified in Article 82 GDPR. Applicable law, forum and jurisdiction. The governing law, choice of forum and jurisdiction shall be the same as designated in the Agreement between Groov and Institution.
2. PARTIES
2.1 Data Exporter
a. Role - Processor
b. Name - Groov (as defined in the DPA)
c. Address - As set out in the Agreement
d. Contact person’s position and contact details - DPO, dpo@wearegroov.io
e. Activities relevant to the data transferred under these Clauses - Performance of the Services pursuant to the Agreement and as further described in the Documentation
2.2 Data Importer
a. Role - Controller
b. Name - Institution and any Ultimate Controllers as referred to in Clause 8.2 a) of the DPA
c. Address - The address associated with the Institution’s account in the Services
d. Contact person’s position and contact details - The person and contact details associated with the Institution’s administrative user in the Services
e. Activities relevant to the data transferred under these Clauses - Performance of the Services pursuant to the Agreement and as further described in the Documentation
The Groov Platform Service Level Agreement (this “SLA”) is a policy governing the use of the Services (as defined in Schedule 1) as per the overall Agreement. In the event of a conflict between the terms of this SLA and the terms of the Groov Terms of services or other agreement with us governing your use of our Services (the “Agreement”), the terms and conditions of this SLA apply, but only to the extent of such conflict.
1. SLAs
For included Services, Groov will use commercially reasonable efforts to make each such Service available with a Platform Availability/Uptime Percentage of at least 99%, during any billing cycle, either monthly or a defined frequency as per the Order form or, where applicable, the billing period as referenced in Schedule 3 (Pricing/Fees). In the event any of the Included Services do not meet the minimum SLA, you will be eligible to receive a Service Credit (Discount) as described below.
10%
100%
SLA Service Credits (Discounts)
Service Credits (Discounts) are calculated as a percentage of the billing cycle invoice for the Included Service that did not meet the minimum SLA.
We will apply any Service Credits (Discounts) only against future payments for the applicable Included Service otherwise due from you. Service Credits (Discounts) will not entitle you to any refund or other payment from Groov. A Service Credit (Discount) will be applicable and issued only if the credit amount for the applicable (future) billing cycle is greater than one pound (£1 GBP). Service Credits may not be transferred or applied to any other account relationship that you might have with Groov.
2. Credit Request (Discounts) and Payment Procedures
To receive a Service Credit (Discount), you must submit a claim in writing (to the provided support email address). Your credit/discount request must be received by us by the end of the second billing cycle after which the incident occurred and must include the information specified below.
SLA requests must include:
** Please replace any confidential or sensitive information with asterisks.
Your failure to provide the requested and other information as required above will disqualify you from receiving a Service Credit (Discount). Unless otherwise provided in the Agreement, this SLA sets forth your sole and exclusive remedies, and Groov’s sole and exclusive obligations, for any unavailability, non-performance, or other failure by us to provide the Included Services.
3. Exclusions
The SLA, do not apply to any unavailability, suspension or termination of an Included Service, or any other Included Service performance issues, directly or indirectly: (i) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable Included Service; (ii) that result from any actions or inactions of you or any third party; (iii) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (iv) as a result of unavailability of Groov’s cloud service provider services (currently AWS); or (v) arising from our suspension or termination of your right to use the applicable Included Service in accordance with the Agreement (collectively, the “Exclusions”). If availability is impacted by factors other than those used in our Platform Availability/Uptime Percentage calculation, then we may issue a Service Credit (Discount) considering such factors at our discretion.
4. SLA Definitions
5. Support / Issue Resolution
The Client shall report any support, bug or other technical issue to Groov by emailing details of the issue to support@wearegroov.io
Critical issues
The Client shall flag issues which are errors which cause the Platform to cease operating, severely impairs its normal operations or causes a serious adverse impact to the Client’s operations as critical issues. Groov will respond to critical issues within 3 business hours.
Other issues
This section shall not apply in cases where Groov can reasonably evidence that the issue was caused by Groov’s cloud service provider (currently AWS) or by a Client Default.
This website uses cookies to improve your experience while you navigate through the website. Out of these, the cookies that are categorised as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. We also use third-party cookies that help us analyse and understand how you use this website. These cookies will be stored in your browser only with your consent. However, not accepting of some of these cookies may affect your browsing experience.
