Rezonant
Legal

Terms and Conditions

PLEASE READ THE TERMS OF THIS EULA CAREFULLY BEFORE USING THE PLATFORM. Last updated: 12 Feb 2025.

Important – please read carefully

THESE TERMS AND CONDITIONS ARE A LEGALLY BINDING AGREEMENT. BY PURCHASING A SUBSCRIPTION OR BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT PURCHASE A SUBSCRIPTION TO OR USE THE PLATFORM.

THE PLATFORM MAY INCLUDE COMPONENTS WHICH ARE OPEN SOURCED AND LICENSED FOR USE UNDER THE TERMS OF THE APPLICABLE OPEN SOURCE LICENSE. NOTHING IN THESE TERMS IS INTENDED TO LIMIT YOUR RIGHTS UNDER AN OPEN SOURCE LICENSE.

Definitions

"Agreement" means these Platform as a Service terms and conditions as updated from time to time. The latest version is available at www.rezonant.app/content/terms.

"Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or reasonably should be understood to be confidential.

"Customer" means the business entity subscribing to or using the Platform.

"Documentation" means any documentation made available by the Provider describing the use and functionality of the Platform, as updated from time to time.

"EULA" means the end user license agreement which the Customer's authorised users must accept in order to access and use the Platform as updated from time to time.

"Intellectual Property Rights" means patents, trademarks, trade secrets, copyrights, neighbouring, similar and equivalent rights and all other proprietary rights associated with the Platform.

"Payment Schedule" means the schedule of Platform subscription options, pricing and payment details made available by the Provider as updated from time to time.

"Platform" means the B2B online platform provided by the Provider at rezonant.app or other location as promulgated by the Provider from time to time.

"Provider" means Rezonant (company details as notified on the Platform from time to time).

"Subscription Fees" means the fees payable by the Customer for access to the Platform, as detailed in the Payment Schedule.

"User Data" means all data, content, and information submitted, stored, or processed by the Customer through the Platform.

Grant of license & access rights

The Customer shall not:

  1. transfer, sublicense, or resell access to the Platform.
  2. use the Platform to develop a competing product or service; or
  3. create derivative works of the Platform without express written permission from the Provider;
  4. copy, reverse engineer, decompile, or otherwise attempt to extract the source code of the Platform;

Customer obligations

The Customer shall comply with and shall procure that any users accessing the Platform under its authority, in connection with its subscription or using its account credentials, are employees or contractors of the Customer and comply with:

  1. the Customer's obligations under this Agreement.
  2. the EULA; and

Intellectual property rights

  • The Customer grants to the Provider a worldwide, royalty-free license to use the Customer's name, logo, trademarks and other marks for promotional and marketing purposes, including on the Provider's website. Such use is subject to the Customer's prior written approval, which will not be unreasonably withheld or delayed, and the Provider agrees to adhere to any brand guidelines provided by the Customer.
  • The Customer grants to the Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any feedback provided by or on behalf of the Customer relating to the Platform without restriction.
  • The Customer retains ownership of all User Data submitted to the Platform. The Customer grants the Provider a limited license to use User Data solely to provide the Platform's services. Upon termination of this Agreement, the Provider will delete all User Data from its systems, unless it is legally required to retain it.
  • The Provider retains all ownership rights, title, and interest in and to the Platform, including all underlying software, the Documentation and any other services provided by the Provider to the Customer.
  • If the Provider believes with reasonable grounds that the Customer has underpaid Subscription Fees it may charge a sum equivalent to its reasonable estimate of the underpayment and the Customer will pay such charges on demand.

Confidentiality

  • The obligations in this clause survive termination or expiry of this Agreement.
  • A party may disclose the Confidential Information of the other to its professional advisers and contractors in connection with the proper performance of their duties provided they are subject to obligations of confidentiality. The party remains responsible for breaches of confidentiality by its advisers and contractors as if the breach were its own.
  • A party agrees to use the Confidential Information of the other solely in connection with the discharge of its obligations under this Agreement.
  • Each party agrees to keep the other party's Confidential Information secure and not disclose it to third parties, except as required by law or expressly permitted by the terms of this Agreement or with the consent of the other party.

Data protection

The provisions of this clause are in addition to and do not relieve or replace a party's obligations under applicable law.

To the extent that any processing of personal data is carried out by the Provider as a data processor acting on behalf of the Customer as data controller (or as a sub-processor where the Customer is a data processor, in which case mutatis mutandis) the provisions of the standard contractual clauses annexed to the 4 JUNE 2021 COMMISSION IMPLEMENTING DECISION on standard contractual clauses between controllers and processors under Article 28 (7) of Regulation (EU) 2016/679 and Article 29 (7) of Regulation (EU) 2018/1725 shall apply and are incorporated into this agreement by reference with the following optionality: Clause 5 (Docking) shall not apply, in Clause 7.7(a) (Use of sub-processors) option 2 (General Written Authorisation) shall apply with a 14 day time period, and in each case of an option between Regulation (EU) 2016/679 and Regulation (EU) 2018/1725 the Regulation (EU) 2016/679 shall apply. The parties shall record in writing the Annex information as it applies to the processing in question. If the parties do not determine that variation of it is necessary, the Annex information scheduled to this Agreement shall apply.

Fees & payment terms

  • The Provider may update the Payment Schedule from time to time. Reasonable notice will be provided (which may be via messaging functionality on the Platform). Any change in Subscription Fees will take effect from the Customer's next subscription period. A Customer that terminates its subscription in accordance with clause 10.2 prior to the end of the then-current subscription period will not be charged updated Subscription Fees.
  • The Customer authorises the Provider and any third-party payment processor(s) on its behalf to charge the payment method provided by the Customer in accordance with the Payment Schedule.
  • Subscriptions auto-renew in accordance with the Payment Schedule.
  • Failure to pay Subscription Fees may result in suspension or termination of access to the Platform.
  • All fees paid are non-refundable and quantities purchased cannot be decreased during the relevant subscription period unless otherwise stated in the Payment Schedule.
  • All fees are exclusive of applicable taxes. The Customer is responsible for paying all taxes associated with its purchases.
  • The Customer shall pay Subscription Fees in accordance with the pricing plan selected and the Payment Schedule.

Service levels & support

  • The Customer's sole remedy for any dissatisfaction with the service levels or support will be to terminate its subscription in accordance with clause 10.2 and cease use of the Platform.
  • Support inquiries shall be addressed within commercially reasonable response times.
  • The Provider aims to maintain 99.5% uptime availability, excluding reasonable maintenance, migration and upgrade.

Warranties & disclaimers

  • In the case of any update that in the Provider's reasonable opinion would materially and adversely affect the functionality of the Platform, reasonable notice will be provided (which may be via messaging functionality on the Platform). Any such update to the Platform will take effect from the Customer's next subscription period. A Customer that terminates its subscription in accordance with clause 10.2 prior to the end of the then-current subscription period will not be affected by the update.
  • The Provider may update the Platform (and Documentation) and its functionality at its discretion.
  • The Provider does not guarantee that access to the Platform will be uninterrupted or error-free.
  • Other than as expressly warranted above to the fullest extent permitted by law the Platform is provided "as-is" without warranties of any kind, including but not limited to fitness for a particular purpose.
  • The Provider warrants that the Platform will perform substantially in accordance with the Documentation.

Termination & suspension

The Provider may suspend or terminate this Agreement if the Customer:

  1. poses a security risk to the Platform.
  2. breaches this Agreement or applicable laws; or
  3. fails to pay Subscription Fees or other charges in accordance with the Payment Schedule;

Liability & indemnification

In this clause:

"liability" means every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence) or otherwise;

"losses" means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses).

Neither party shall be liable to the other for any:

  1. wasted expenditure.
  2. loss of goodwill; or
  3. any loss of use or corruption of software, data or information that occurs despite the use of commercially reasonable and appropriate backup, security and malware precautions;
  4. any loss of agreements or contracts;
  5. any anticipated savings;
  6. any loss of profit or revenue;
  7. consequential or indirect loss;

Nothing in this Agreement limits or excludes:

  1. any liability under an express indemnity.
  2. any liability which may not be limited or excluded by law; or

Notwithstanding any other provision a party shall not be liable under an indemnity in this Agreement unless:

  1. the indemnified party provides all reasonably necessary information and assistance to the indemnifying party in relation to the Claim.
  2. the indemnified party grants the indemnifying party on request the conduct of the Claim (including negotiation, compromise or settlement); and
  3. the indemnified party refrains from making any admission of liability, settlement or compromise in relation to the Claim without the indemnifying party's written consent;
  4. the indemnified party gives written notice containing reasonable detail as soon as reasonably practicable after becoming aware of a matter that might give rise to a claim under the indemnity (a "Claim");

Miscellaneous

  • Third party rights: no-one other than the parties can enforce this Agreement.
  • Severance: if any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement, and the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  • Waiver: failure to enforce or delay in enforcing any provision of this Agreement shall not constitute a waiver of that provision.
  • Notices: all communications must be in writing (including email) and sent to the contact details of the parties as recorded in the Platform from time to time.
  • Assignment: the Customer may not assign its rights under this Agreement without prior written consent.
  • Entire agreement: this Agreement constitutes the entire understanding between the parties regarding the subject matter and extinguishes and supersedes any previous agreement relating to the same. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
  • Force Majeure: a party shall be excused for failure to perform obligations due to events beyond its reasonable control. This shall not apply to the Customer's obligation to pay fees. If a party is excused from performance under this clause the other party's obligations will be similarly suspended for the same period.

Governing law & dispute resolution

This Agreement (including questions as to its construction and formation) shall be governed by the laws of England and Wales without regard to conflict of laws provisions.

Any disputes shall first be resolved through good-faith negotiations between the parties of a commercially reasonable length. If then unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Contact us

If you have questions about these Terms, please contact us at hello@rezonant.app.