Last updated: September, 2022
These Terms of Service together with the applicable Order Form (defined in Section 1 below), collectively, (the “Agreement”) govern the use of the Versori Switchboard Platform (defined in Section 1 below) by the account holder identified in the applicable Order Form, or any individual or entity who opens an account or accesses the Versori Switchboard Platform (“Account Holder”). This Agreement constitutes the entire legal agreement between Account Holder and Versori Ltd. (“Versori Switchboard”) with respect to Account Holder’s use of the Versori Switchboard Platform (defined in Section 1 below). The parties agree as follows:
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION IN SECTION 13 WHICH REQUIRES ACCOUNT HOLDER TO SUBMIT TO BINDING AND FINAL ARBITRATION FOR ANY CLAIMS AGAINST VERSORI SWITCHBOARD THAT ARISE UNDER THIS AGREEMENT.
BY ACCESSING OR USING THE VERSORI SWITCHBOARD PLATFORM AND/OR RELATED SERVICES, SUBMITTING AN ORDER FORM AND/OR REGISTRATION INFORMATION TO OPEN AN ACCOUNT, ACCOUNT HOLDER ACKNOWLEDGES THAT ACCOUNT HOLDER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THE AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED IN THIS AGREEMENT). THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT ACCOUNT HOLDER ACCEPTS THIS AGREEMENT BY ONE OF THE METHODS ABOVE.
The “Versori Switchboard Platform” means Versori Switchboard’s software platform and related interfaces, software development kits, services and Documentation that provides Account Holder with access to certain products and services designed to connect applications and automate workflows. The Versori Switchboard Platform also offers the following features (a) the “Operations”, which mean a set of commands to the Versori Switchboard Platform that request the Versori Switchboard Platform to carry out certain actions across software applications based on the occurrence of a designated trigger event; and (b) the “Connectors”, which allow the transfer of data between software applications through the Versori Switchboard Platform by using software scripts or application programming interfaces (“APIs”). For reference, “Task(s)” is a unit of work performed every time an Operation does an action (e.g., fetch data from an application by making an API call); and “Transaction” occurs each time an Operation job is published. Operations and Connectors can be developed by Versori Switchboard, by the Account Holder or by third party providers, including other users of the Versori Switchboard Platform (“Users”).“Documentation” means the user guide, materials, description of the functionality and features of the Versori Switchboard Platform that is made publicly available at https://Versori.com/. Versori Switchboard may update the Documentation from time to time during the term of the Agreement, provided that such updates shall not result in a material degradation of the functionality, performance, availability, security, or stability of the Versori Switchboard Platform. The scope of Account Holder’s subscription plan for the Versori Switchboard Platform (the “Subscription”) is set forth in the applicable order form entered into between Account Holder and Versori Switchboard (each an “Order Form”). If Account Holder requests that Versori Switchboard provide any related professional services, such services and fees will be set forth in a mutually agreed upon statement of work referencing this Agreement or the applicable Order Form.
Versori Switchboard Platform License. Versori Switchboard shall own and retain all right, title, and interest in and to the Versori Switchboard Platform and all derivatives, features, modifications and updates thereto, provided that during the term of Account Holder’s Subscription (the “Subscription Term”) and subject to the terms and conditions of this Agreement, Versori Switchboard grants to Account Holder a worldwide, non-exclusive, non-transferable, non-sub-licensable, revocable, limited term license (for internal use only), to use the Versori Switchboard Platform in accordance with this Agreement and the terms of the applicable Order Form. In connection with foregoing license, Account Holder may allow its authorised users (limited to Account Holder’s employees, agents, and consultants that are necessary for Account Holder’s own internal business operations, collectively, “Personnel”) to use the Versori Switchboard Platform on Account Holder’s behalf through Account Holder’s account on the Versori Switchboard Platform (“Account”), subject to Personnel’s compliance with the terms of this Agreement. Account Holder shall ensure that all Personnel comply with the terms and conditions of this Agreement and Account Holder agrees that Account Holder will be responsible for such Personnel’s use of the Versori Switchboard Platform. Except as otherwise expressly set forth in this section and in Section 3 (Ownership; Licenses) of this Agreement, Versori Switchboard does not grant to Account Holder any license, express or implied, to the intellectual property of Versori Switchboard or its licensors.
Account Holder Responsibilities. Account Holder acknowledges and agrees that:
Account Holder’s and its Personnel’s use of the Versori Switchboard Platform is dependent upon Account Holder maintaining access to telecommunications and Internet services. Account Holder shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Versori Switchboard Platform, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Versori Switchboard shall not be responsible for any loss or corruption of content, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
Account Holder and Personnel are obligated to create and maintain unique access credentials in connection with the Account for their use of the Versori Switchboard Platform (“Access Credentials”). Account Holder and Personnel will keep all Access Credentials secret and confidential. Account Holder will be responsible for all activities that occur using Account Holder’s and Personnel’s Access Credentials.
By using the Versori Switchboard Platform, Account Holder represents and warrants that it has obtained and will maintain all necessary licenses, authorizations, approvals and consents to use, transmit and process Account Holder Data (as defined in Section 3(a) below) through the Versori Switchboard Platform, and Versori Switchboard is authorized to perform any Transactions initiated through instructions given to Versori Switchboard via its Account or through other means, notwithstanding that these may contain Personal Data, and may cross international borders. Account Holder will be solely responsible for the accuracy, quality and legality of Account Holder Data, the means by which Account Holder acquired the Account Holder Data, and Account Holder’s use of Account Holder Data. Account Holder will comply with all applicable privacy and data protection laws that govern the collection, use, and transfer of such data.
Deletion of Accounts and Data. The Accounts consist of: (i) Account configurations, meta-data, and definitions of Operations and related assets (together “Account Data”), and (ii) records of processing of Account Holder Data on the Versori Switchboard Platform (“Transaction Data”).
All Transaction Data in the Account will be deleted within thirty (30) days from its processing date, or otherwise as configured by Account Holder in its Account in accordance with Account Holder’s Subscription as set forth in the applicable Order form (if applicable).
Account Holder has the ability to delete Account Data, Account Holder Data and Transaction Data at its own discretion.
Upon Account Holder’s request, Versori Switchboard will delete the Account (together with all associated Account Data and Account Holder Data on the Versori Switchboard Platform) within thirty (30) days unless otherwise required by applicable laws or governmental authorities. In the event that Account Holder does not request Versori Switchboard to delete the Account, Versori Switchboard will destroy the Accounts (together with all associated Account Data and Account Holder Data on the Versori Switchboard Platform) left in Versori Switchboard’s system within ninety (90) days after termination or expiration of this Agreement.
Suspension. Versori Switchboard reserves the right to immediately suspend Account Holder’s and/or the Personnel’s access to and use of the Versori Switchboard Platform in the event that Versori Switchboard has, in its sole discretion reasonably determined that Account Holder and/or Personnel are in breach of this Agreement including: (i) any late payments; (ii) violation of the restrictions set forth in Sections 2(b) (Account Holder Affiliates) or Section 4 (Compliance with Laws; Restrictions); or (iii) are otherwise engaging in any actions that threaten the security, integrity, availability or stability of the Versori Switchboard Platform). Any suspension under this section shall not excuse Account Holder from Account Holder’s obligations to make payments under this Agreement.
VERSORI SWITCHBOARD REPRESENTS AND WARRANTS THAT DURING THE SUBSCRIPTION TERM, THE VERSORI SWITCHBOARD PLATFORM WILL FUNCTION IN ACCORDANCE WITH THE DOCUMENTATION IN ALL MATERIAL RESPECTS. VERSORI SWITCHBOARD DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. VERSORI SWITCHBOARD IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES TO THE EXTENT ARISING FROM ACCOUNT HOLDER’S ACTIONS, DATA, THIRD PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES.
IN THE EVENT THAT ACCOUNT HOLDER NOTIFIES VERSORI SWITCHBOARD OF A FAILURE OF THE VERSORI SWITCHBOARD PLATFORM TO CONFORM TO THE WARRANTY UNDER THIS SECTION, ACCOUNT HOLDER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS SECTION 7(c) SHALL BE FOR Versori Switchboard TO CORRECT THE NONCONFORMANCE WITHIN THIRTY (30) DAYS FROM THE DATE VERSORI SWITCHBOARD RECEIVES WRITTEN NOTICE OF SUCH NON-CONFORMANCE. IF VERSORI SWITCHBOARD CANNOT SUBSTANTIALLY FIX THE NON-CONFORMANCE IN A COMMERCIALLY REASONABLE MANNER, ACCOUNT HOLDER MAY TERMINATE THE AGREEMENT AND VERSORI SWITCHBOARD WILL ISSUE A REFUND FOR ANY UNUSED, PRE-PAID FEES FOLLOWING THE EFFECTIVE DATE OF THE TERMINATION.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND VERSORI SWITCHBOARD MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE VERSORI SWITCHBOARD PLATFORM AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR RESULTS AND FITNESS FOR A PARTICULAR PURPOSE.
This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without giving effect to principles of conflicts of law. Each party agrees that any action arising out of or relating to this Agreement will be filed only in the state or federal courts in the United Kingdom, and each party hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action (subject to the Section 13 (Arbitration) of this Agreement). Notwithstanding Section 13, each party shall have the right to pursue injunctive or other equitable relief at any time from a court of competent jurisdiction.
Should a dispute arise out of or relating to this Agreement, the parties shall engage in good faith, informal dispute resolution for a period of thirty (30) days. The party claiming the dispute will deliver written notice to the other party. Within five (5) business days of receipt of such notice, the parties shall commence good faith discussions. Except to the extent necessary to prevent irreparable harm or to preserve rights or remedies, neither Party will initiate arbitration or litigation until thirty (30) days after the first day of such written notice.
Notwithstanding any other provision of this Agreement, solely with respect to any trial (“Trial”) or non-paid subscriptions (“Non-Paid Account”) to the Versori Switchboard Platform:
Limited License. During the terms, Versori Switchboard grants Account Holder a non-exclusive, non-transferable, non-sublicensable, limited license to use the Versori Switchboard Platform with limited features and Transactions as provided by Versori Switchboard or otherwise listed in the Order Form (if any), solely for Account Holder’s internal evaluation in a non-commercial environment and not for general production use.
Limited Liability. The Trial and Non-Paid Accounts are provided “AS-IS” and no warranty or indemnification provisions of this Agreement will apply to such Trial and Non-Paid Account. With respect to the Trial and Non-Paid Account, Section 8 (Representations and Warranties) of this Agreement shall not apply, provided that under no circumstances will Versori Switchboard or its Affiliates be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages that result from this Agreement, even if Versori Switchboard or its authorised representative has been advised of the possibility of such damages; in no event will Versori Switchboard or its Affiliates be liable to Account Holder for any damages, losses, and causes of action arising out of or relating to the Trial or Non-Paid Account (whether in contract or tort, including negligence, warranty, or otherwise) in the aggregate exceed £50 GBP
Term; Termination. (i) The terms of the Trial will be for thirty (30) days after the Effective Date (including any extensions authorized by Versori Switchboard in writing) or otherwise listed in the Order Form (if any). In addition to Section 10(b) (Indemnification by Versori Switchboard) of this Agreement, Versori Switchboard may immediately terminate Account Holder’s access to the Versori Switchboard Platform under a Trial or Non-Paid Account if Versori Switchboard reasonably determines that Account Holder has committed any breach of this Agreement or threatens the security, integrity or availability of the Versori Switchboard Platform, or upon expiration of the term on the Trial unless the parties have entered into a commercial agreement for the use of the Versori Switchboard Platform. In the event that the Trial expires without the parties entering into a commercial agreement, the Trial will immediately turn into a Non-Paid Account. (ii) Versori Switchboard may terminate any Non-Paid Account and/or delete any Non-Paid Account for convenience or for any reason and without any further obligation to the Account Holder of the Non-Paid Account.
Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
Neither party shall be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party, (“Force Majeure”). Both parties will use reasonable efforts to mitigate the effect of a Force Majeure event. If such event continues for more than thirty (30) days, either party may cancel unperformed services and affected Order Forms upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Account Holder’s obligation to pay for the services.
Assignment. This Agreement, and any rights and obligations hereunder, may not be transferred or assigned by either party without the other party’s prior written consent, except that no such consent shall be required for assignment to a successor or an acquirer of all or substantially all of the assigning party’s business or assets to which this Agreement and associated Order Form relate, and the assigning party has notified the other party in writing. Any purported assignment in violation of the foregoing shall be void and without effect.
Independent Contractors. Versori Switchboard and Account Holder are independent contractors, and neither Versori Switchboard nor Account Holder is an agent, representative or partner of the other. Versori Switchboard and Account Holder shall each have sole responsibility for all acts and omissions of their respective personnel. Neither party has any obligation for any employee-related benefits or withholding taxes applicable to the other party’s personnel performing services pursuant to this Agreement.
Entire Agreement. This Agreement together with the applicable Order Form set forth the entire agreement between Versori Switchboard and Account Holder and supersedes any and all prior agreements (whether written or oral) with respect to the subject matter of this Agreement.
Amendments. This Agreement may be amended only by a writing executed by a duly authorised representative of each party.
Order of Precedence. In the event of any conflict between (a) this Agreement and the Order Form and where applicable, a purchase order issued by Account Holder the order of precedence shall be as follows: (i) the Order Form, (ii) this Agreement, and then (iii) any purchase order; (b) this Agreement; and (c) this Agreement and any exhibit attached hereto, the exhibit shall take precedence.
Notices. Any notices under this Agreement shall be in writing and shall be sent to the email address associated with the Account (in the case of Account Holder), to firstname.lastname@example.org or if by nationally recognized express delivery service with such notice deemed given upon receipt to: Director of Commercial, Co-Spaces, Red House Lane, Dunham Massey, WA14 5RL.
Waiver. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.