Terms of
Service

Parties

1. a.GUIDIZY, a trading name of MAYA INNOVATIONS LTD, a company incorporated in England and Wales under number 13397012, with its registered office at 26 Mills Chase, Bracknell, England, RG12 9RE (“Guidizy” or “Supplier”); and
2. b.The customer company that signs up for Guidizy’s Free or Paid subscriptions through the Guidizy website (the “Customer”).

Each of Guidizy and the Customer is a “party”, and together they are the “parties”.

Background

1. A.Guidizy supplies online software-as-a-service products and other services by subscription to businesses and consumers.
2. B.The Customer offers products and services to its end customers through its website, and through online and digital channels.
3. C.The parties have agreed that Guidizy shall supply services to the Customer on the terms set out in this Agreement.

In this Agreement, the following defined terms have the meanings shown:

Interpretation

In this Agreement:

• References to this Agreement include its schedules, appendices and annexes.
• References to a ‘party’ include that party’s personal representatives, successors and permitted assigns.
• Words in the singular include the plural and vice versa.
• Words following ‘include’, ‘in particular’ or similar are illustrative only.
• Headings are for convenience only and do not affect interpretation.

This Agreement commences on the Commencement Date and continues until the Services have been completed, unless terminated earlier in accordance with the Termination clause.

1. 1.This Agreement permits the Customer to purchase subscriptions to Guidizy's online software-as-a-service products and other services pursuant to any Order Form referencing this Agreement, and sets out the basic terms under which those products and services are delivered.
2. 2.An overview of the Guidizy Services is provided in Schedule 1 (below), which forms part of this Agreement.
3. 3.Upon receipt of an Order Form or online registration, Guidizy will provide passwords to access the Service via the Guidizy App.
4. 4.The Customer must ensure that all Authorized Users keep their user IDs and passwords strictly confidential and do not share them with unauthorised persons.
5. 5.Use of and access to the Guidizy Service is permitted only to Authorized Users. The Order Form sets out the scope of use and restrictions.
6. 6.Guidizy grants the Customer a limited, non-transferable, non-sublicensable, non-exclusive licence during the Subscription Term to copy and deploy the Guidizy Code and Guidizy Button on the Customer's Assets, solely to support the Customer's use of the Service.
7. 7.Each Guidizy Service is provided on a subscription basis for a set term as shown on the Order Form.

1. 1.The Customer may request a free trial of Guidizy subscription services (a ‘Free Trial Subscription’).
2. 2.If the Customer receives free access or an evaluation subscription, it must use the Service in accordance with this Agreement for the trial period granted.
3. 3.Free Trial Subscriptions are permitted solely to help the Customer evaluate whether to purchase a paid subscription.
4. 4.Free Trial Subscriptions may not include all functionality available in a paid subscription.
5. 5.If the Customer does not enter into a paid Subscription Term, this Agreement and the Customer's right to access the Service will terminate at the end of the trial period.
6. 6.Guidizy may terminate a Free Trial Subscription at any time, for any reason.
7. 7.Notwithstanding anything to the contrary, Guidizy has no warranty, indemnity or support obligations in respect of Free Trial Subscriptions.

1. 1.On subscription, Guidizy grants user IDs to the named individuals provided by the Customer. These individuals must not share their credentials with anyone else.
2. 2.The Customer is responsible for all actions taken under its accounts and passwords.
3. 3.The Customer must immediately delete any Authorized User's ID and access if that person ceases to be an employee or contractor of the Customer.
4. 4.The Customer may permit its contractors and affiliates' employees and contractors to act as Authorized Users, but does so for its sole benefit and remains responsible for compliance with this Agreement.

Guidizy Apps and usage

Guidizy may provide Guidizy Apps and Guidizy Buttons for use with the Service. Guidizy grants the Customer a limited, non-transferable, non-sublicensable, non-exclusive licence during the Subscription Term to use the object code form of the Apps and Buttons, solely in connection with the Customer’s use of the Service and otherwise in accordance with the Documentation.

Deployment of Guidizy Code

1. 1.When the Customer subscribes to the Service, it acquires the right to deploy the Guidizy Code and Guidizy Button on the Customer Assets in order to enable Guidizy Communication and to collect End Customer Data.
2. 2.The Customer must implement the Guidizy Code and Guidizy Button on the Customer Assets in strict accordance with the Documentation.
3. 3.Any changes the Customer makes to the Customer Assets after initial implementation may cause the Service to stop working or function improperly. Guidizy is not responsible for the impact of such changes.

Application Programming Interfaces (APIs)

1. 1.If Guidizy provides API access as part of the Service, Guidizy reserves the right to place limits on such access, including limits on the number of calls or requests.
2. 2.Guidizy may monitor the Customer's API usage and limit the number of calls if Guidizy reasonably believes the usage breaches this Agreement or could negatively affect the Service.

1. 1.As between the parties, the Customer retains all rights, title and interest (including IP rights) in and to End Customer Data provided to Guidizy through the Guidizy Button and Guidizy Form.
2. 2.The Customer grants Guidizy a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the End Customer Data solely as necessary to provide the Service.
3. 3.Guidizy does not provide an archiving service. Guidizy agrees only that it will not intentionally delete End Customer Data prior to termination of the applicable Subscription Term, and expressly disclaims all other obligations regarding storage.
4. 4.The Customer is fully responsible for any End Customer Data submitted to the Service, as if it had been submitted by the Customer itself.

The Customer will not (and will not permit any third party to):

1. 1.Rent, lease, provide access to, or sublicense the Service to a third party;
2. 2.Use the Service to provide, or incorporate it into, any product or service offered to a third party;
3. 3.Reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code or non-public APIs of the Service, except to the extent expressly permitted by applicable law;
4. 4.Copy or modify the Service or any Documentation, or create any derivative work from any of the foregoing;
5. 5.Remove or obscure proprietary notices, including any 'Powered by Guidizy' designation that may appear as part of the Service deployment, or notices on reports or data printed from the Service;
6. 6.Publicly disseminate information regarding the performance of the Service.

During the Subscription Term, the Customer shall at all times:

1. 1.Perform its obligations in accordance with this Agreement.
2. 2.Co-operate to ensure compliance with the Policies.
3. 3.Pay the Prices for the Services in accordance with the relevant Schedule.
4. 4.Co-operate with Guidizy in all matters relating to the performance of the Services.
5. 5.Make the Performance Location accessible to Guidizy and Guidizy Personnel as needed.
6. 6.Provide the Customer Materials and any other information, documents or data needed to provide the Services in a timely manner.
7. 7.Inform Guidizy promptly of any matters (including any health, safety or security requirements) that may affect provision of the Services.
8. 8.Ensure that any tools, equipment, or materials provided to Guidizy are suitable, in good condition, and in good working order.
9. 9.Obtain and maintain all necessary licences, permits and consents required for Guidizy to perform the Services.

The Customer represents and warrants that it has all necessary rights, consents, and permissions to collect, share and use End Customer Data as contemplated in this Agreement, and that no End Customer Data will infringe any third-party intellectual-property, publicity or privacy rights, violate any laws, or breach any terms of service governing the Customer Assets or third-party platforms. The Customer is solely responsible for the accuracy, content and legality of all End Customer Data.

1. 1.The Customer specifically agrees not to use the Service to collect, store, process or transmit any Sensitive Personal Information.
2. 2.The Customer acknowledges that Guidizy is not a Business Associate or subcontractor (as defined under HIPAA) or a payment-card processor, and that the Service is neither HIPAA nor PCI DSS compliant.
3. 3.Guidizy will have no liability under this Agreement in respect of Sensitive Personal Information.

1. 1.The Customer acknowledges that the Guidizy Code, Button and Form placed on Customer Assets use cookies and similar technologies (web beacons, caching, local and session browser storage) to associate sessions with each End Customer, and may process End Customers' device IP addresses and personal data (Name, Contact Number, Email) submitted via the Guidizy Form.
2. 2.The Customer must include on each Customer Asset a link to its Privacy Policy that discloses the use of third-party tracking technology to collect data about End Customers.
3. 3.The Customer's Privacy Policy must disclose how, and for what purposes, the data collected through Guidizy's tools will be used or shared with Guidizy.
4. 4.The Customer must also provide End Customers with clear and comprehensive information about the storing and accessing of cookies or other information on their devices, as required by applicable laws.
5. 5.As between the Customer and Guidizy, the Customer is solely responsible for obtaining the necessary clearances, consents and approvals from End Customers under all applicable laws.

The Customer agrees that Guidizy may obtain and aggregate technical and other data about the Customer’s use of the Service that is non-personally identifiable (“Aggregated Anonymous Data”). Guidizy may use this Aggregated Anonymous Data to analyse, improve, support and operate the Service, and for any other business purpose — including industry benchmarks and best-practice guidance — during and after the term of this Agreement.

For clarity, this clause does not give Guidizy the right to identify the Customer as the source of any Aggregated Anonymous Data.

1. 1.Guidizy will use commercially reasonable technical and organisational measures designed to prevent unauthorised access, use, alteration or disclosure of any Service or End Customer Data.
2. 2.Guidizy will not be responsible for any errors in transmission, unauthorised third-party access, or other causes beyond Guidizy's control.

1. 1.Guidizy shall be the exclusive supplier to the Customer of the Services.
2. 2.The Customer shall not, directly or indirectly, purchase any services that are the same as or similar to the Services from any other person during the Subscription Term.
3. 3.Nothing in this Agreement restricts Guidizy from supplying the same or similar services to other customers.

1. 1.The Customer must make the Performance Location fully available for Guidizy and Guidizy Personnel.
2. 2.Following performance of the Services, Guidizy will provide a written Completion Note stating the categories, type and quantity of Services supplied, and any special requests from the Customer.
3. 3.The Services are deemed completed upon delivery of the Completion Note.
4. 4.Time of performance is not of the essence. Guidizy will use reasonable endeavours to perform within any agreed dates; otherwise it will perform within a reasonable time.
5. 5.Guidizy will not be liable for delay caused by the Customer's failure to make the Performance Location available, prepare it correctly, provide adequate instructions, supply Customer Materials in a timely manner, or by Force Majeure.

1. 1.Guidizy owns and provides the Technology underlying the Service.
2. 2.This Agreement is for access to and use of the Service only.
3. 3.The Customer is acquiring only a limited right to use the Service. No ownership rights are transferred to the Customer.
4. 4.Guidizy and its suppliers retain all rights, title and interest (including patent, copyright, trade-mark, trade-secret and other IP rights) in and to the Service, the Documentation, professional-services deliverables, related underlying technology, and any derivative works (collectively, 'Guidizy Technology').
5. 5.Except as expressly set out in this Agreement, no rights in any Guidizy Technology are granted to the Customer.
6. 6.The Service is offered as an online, hosted SaaS solution. The Customer has no right to obtain a copy of any of the Service, except for the Guidizy Code, Guidizy Button and Guidizy Apps in the format provided.

Limited warranty

The Customer warrants that:

1. 1.It has the right, power and authority to enter into this Agreement and grant Guidizy any rights contemplated;
2. 2.The Customer Materials and other items provided pursuant to this Agreement do not infringe the Intellectual Property Rights of any third party;
3. 3.All End Customer Data complies with the AUP.

Guidizy warrants that:

1. 1.The Services will be performed with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, s 13;
2. 2.The Services performed and Deliverables supplied will be free from material defects at Completion;
3. 3.Each Service will operate in substantial conformity with the applicable Documentation.

Guidizy’s sole liability and the Customer’s sole and exclusive remedy for any breach of warranty will be, at no charge to the Customer, for Guidizy to use commercially reasonable efforts to correct the reported non-conformity. If Guidizy determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and the Customer will receive a refund of any pre-paid fees for the terminated portion.

Warranty disclaimer

EXCEPT FOR THE LIMITED WARRANTY ABOVE, ALL SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS”. NEITHER GUIDIZY NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Guidizy does not warrant that the Customer’s use will be uninterrupted or error-free, nor that End Customer Data will be reviewed for accuracy or preserved without loss or corruption. Guidizy is not liable for delays, interruptions or failures inherent to the internet, third-party platforms, or systems outside Guidizy’s reasonable control.

1. 1.If Guidizy is prevented or delayed in performing the Services by any cause attributable to the Customer, Guidizy may suspend performance until the Customer remedies the default, will not be liable for any costs or losses sustained by the Customer as a result, and may charge the Customer for costs incurred.
2. 2.If the Customer's account is 30 days or more overdue, Guidizy may suspend access to the Service without liability until amounts are paid in full.
3. 3.Guidizy may also suspend access if the Customer's use of the Service violates the AUP.

Each Subscription Term will automatically renew for an additional one-month period at the end of the Term, unless otherwise specified on the applicable Order Form, or unless either party gives the other written notice of termination at least 30 days prior to expiration of the then-current Subscription Term.

1. 1.All fees are as set forth in the applicable Order Form and will be paid by the Customer within 30 days of invoice, unless paying via credit card or otherwise specified.
2. 2.Except as expressly set out in the Limited Warranty and Indemnity clauses, all fees are non-refundable.
3. 3.The rates in the Order Form are valid for the initial one-month period of each Subscription Term.
4. 4.The Customer is responsible for paying all Taxes, which are excluded from any fees set out in the Order Form.
5. 5.Late payments will be subject to a service charge equal to 1.5% per month of the amount due, or the maximum allowed by law, whichever is less.

The following terms apply when the Customer Account Owner purchases the Service via credit card, debit card or other payment card (“Credit Card”):

1. 1.By providing Credit Card information, the Customer authorises Guidizy to automatically charge the provided card on the same date of each calendar month (or the closest prior date if fewer days exist) during the Subscription Term, for fees accrued.
2. 2.Customers will be billed monthly or annually depending on the chosen Subscription Plan. Billing starts from the date the Customer Account Owner signs up.
3. 3.Guidizy bills in advance based on the Subscription Plan signed up for. Bill cycles always start on the first of each calendar month — for sign-ups mid-month, the first invoice will be pro-rated to the end of that month so billing aligns from the first of the next month onwards.
4. 4.The amount billed each month may vary depending on usage, and may include subscription fees plus overage fees from the prior month.
5. 5.Any foreign-transaction fees or other charges incurred when paying via Credit Card are borne by the Customer.
6. 6.Customer payments not successfully settled (due to expired cards, insufficient funds, etc.) will result in an Invalid Payment.
7. 7.The Customer remains responsible for any unpaid amounts. Guidizy may, at its sole discretion, invoice the Customer directly, continue billing the Credit Card once updated, or terminate this Agreement.
8. 8.The Customer Account Owner may update Credit Card information at any time via the 'Billing' page on the Customer Account Portal.
9. 9.The Customer may terminate the Subscription Term by sending Guidizy notice of non-renewal in accordance with the Notices clause, or — for monthly subscriptions — by terminating via the 'Billing' page in the Customer Account Portal, with termination effective at the end of the current Subscription Term.
10. 10.A Credit Card will not be charged following termination of a trial period if no ongoing subscription is required.
11. 11.Upon any termination or expiration of the Subscription Term, Guidizy will charge the Customer's Credit Card (or invoice directly) for any outstanding fees accrued during the Subscription Term.

Guidizy may set and vary credit limits and payment terms from time to time and withhold all further supplies without liability to the Customer if the Customer exceeds such credit limit or payment terms.

The Services are available subject to Guidizy’s Service Level Agreement (SLA).

During the Subscription Term, Guidizy will provide end-user support in accordance with Guidizy’s Support Policy as set out in Schedule 4.

1. 1.Guidizy will provide the professional consulting services purchased in the applicable Order Form.
2. 2.The scope of Professional Services will be set out in a Statement of Work (SOW) referencing this Agreement and executed by both parties.
3. 3.Unless provided on a fixed-fee basis, the Customer will pay Guidizy at the per-hour rates set out in the Order Form (or, if not specified, at Guidizy's then-standard rates).
4. 4.The Customer will reimburse Guidizy for reasonable travel and lodging expenses. Guidizy retains all rights, title and interest in any work product, code or deliverables created during the Professional Services.

Consequential damages waiver. Except for excluded claims, neither party (nor its suppliers) shall have any liability for loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of the possibility of such damages in advance.

Cap on liability. Guidizy’s and its suppliers’ entire liability to the Customer arising out of or related to this Agreement shall not exceed the amount actually paid by the Customer to Guidizy during the prior twelve (12) months under this Agreement.

Notwithstanding the above, neither party limits its liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other losses which cannot be excluded or limited by applicable law. These limitations do not apply to any indemnities given under this Agreement.

Indemnification by Guidizy

Guidizy shall indemnify the Customer against any losses, damages, liabilities, costs and expenses (including professional fees) arising from any claim that the provision of the Services or Deliverables infringes the IP rights of any third party (an “IPR Claim”), provided that the Customer notifies Guidizy promptly in writing, makes no admission without Guidizy’s consent, lets Guidizy take conduct of negotiations and litigation, mitigates losses, and provides reasonable assistance.

If an IPR Claim is made or is reasonably likely to be made, Guidizy may, at its option, procure the right for the Customer to continue receiving the Services, or modify or replace the infringing part of the Services so as to avoid the infringement (provided the Services or Deliverables remain in conformance with the Specification).

Indemnification by Customer

The Customer will indemnify, defend and hold harmless Guidizy from any claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees) arising from or relating to any End Customer Data or any breach by the Customer of the General Restrictions clause. The party benefiting from any indemnity must take reasonable steps to mitigate the loss.

Guidizy shall maintain the following insurance for the duration of this Agreement:

• Public liability insurance for not less than £1,000,000 per claim;
• Professional indemnity insurance for not less than £1,000,000 per claim.

Guidizy will supply copies of certificates of insurance at the Customer’s request.

1. 1.Guidizy may request the Customer to participate in the issuance of a joint press release on a mutually agreed date or the 90th day from the Commencement Date, whichever is earlier.
2. 2.Each party will have the right to approve any press release in advance.
3. 3.The Customer will also be invited to participate in other reasonable marketing activities, and Guidizy may use the Customer's name and logo on its website and in promotional materials.
4. 4.The Customer agrees that Guidizy may disclose the Customer as a customer of Guidizy.

1. 1.This Agreement is effective as of the Commencement Date and expires on the date of expiration or termination of all Subscription Terms.
2. 2.Either party may terminate this Agreement (including all related Order Forms) by giving written notice to the other if the other party: (a) commits and fails to cure any material breach (including failure to pay fees) within 30 days after written notice; (b) ceases operation without a successor; (c) seeks protection under bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding; or (d) has any consent, licence or authorisation revoked or modified such that it cannot comply with this Agreement.

Effect of termination

Upon expiration or termination, the Customer will immediately cease all use of and access to the Service, and delete (or, at Guidizy’s request, return) any copies of Documentation, passwords, access codes and any other Guidizy Confidential Information.

Provided this Agreement was not terminated for the Customer’s breach, the Customer may retain and use internally any reports exported from any Service prior to termination. The Customer acknowledges it will have no further access to End Customer Data input into any Service after termination, and that Guidizy may delete such data at any time. Surviving clauses include: General Restrictions, Trial Subscriptions, End Customer Data, Indemnification by Customer, Aggregated Anonymous Data, Ownership, Fees and Payment, Payment by Credit Card, Term and Termination, Warranty Disclaimer, Limitation of Liability, Indemnification, Confidential Information, and General Terms.

Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, set out in Schedule 3 (Data Protection) below.

1. 1.Each party (as 'Receiving Party') agrees that all code, inventions, know-how, business, technical, customer, supplier, plans, strategy and financial information it obtains from the disclosing party ('Disclosing Party') constitutes Confidential Information of the Disclosing Party.
2. 2.A party may disclose Confidential Information to its employees, officers, representatives or advisers who need to know it for the performance of obligations under this Agreement, ensuring each is aware of and agrees to comply with this clause.
3. 3.A party may disclose Confidential Information as required by law, court, or governmental, regulatory or supervisory authority.
4. 4.Confidential Information may only be used to perform obligations under this Agreement.
5. 5.This clause binds the parties during the Subscription Term and for a period of five years following termination.
6. 6.Each party recognises that breach of this clause may cause irreparable harm and entitles the non-defaulting party to seek injunctive and other equitable relief.

The Customer shall ensure that it (and its personnel, sub-contractors, suppliers and agents) does not, by any act or omission, place Guidizy in breach of any Bribery Laws. The Customer shall comply with all applicable Bribery Laws and ensure that adequate procedures are in place to prevent any breach.

The Customer shall not, in connection with this Agreement, make or receive any bribe or other improper payment, and shall implement and maintain adequate procedures to ensure such bribes or improper payments are not made or received on its behalf.

Any breach of this clause shall be deemed a non-remediable material breach, entitling Guidizy to terminate immediately by notice.

The Customer warrants that neither it nor any of its officers, employees, agents or sub-contractors has committed an offence under the Modern Slavery Act 2015, been notified of an investigation relating to such an offence, or is aware of any circumstances within its supply chain that could give rise to one.

The Customer shall comply with the Modern Slavery Act 2015 and Guidizy’s Modern Slavery Policy, and shall notify Guidizy immediately if it becomes aware that this clause has been breached or potentially breached. Any breach shall be deemed a non-remediable material breach.

1. 1.Any dispute between the parties shall be dealt with in accordance with this clause.
2. 2.The dispute resolution process may be initiated at any time by either party serving written notice on the other, including reasonable information about the nature of the dispute.
3. 3.Within 14 days of service, a director from each party shall meet to discuss the dispute and attempt to resolve it. If unresolved within 14 days of that first meeting, a second attempt at resolution shall be made.
4. 4.If still unresolved within 14 days of the first meeting, the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

Entire agreement

This Agreement, and any documents entered into pursuant to it, constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements, whether written or oral. Each party acknowledges that it has not entered into this Agreement in reliance on any representation or warranty not expressly set out in this Agreement, and shall have no remedies in respect of such representations except in the case of fraud.

Notices

Any notice given under this Agreement shall be in writing and in English, signed by or on behalf of the giving party (except for email notices), and sent to the relevant party at the address set out herein.

Notices are deemed received: by hand on signature at delivery; by UK post at 9:00 am on the second Business Day after posting; or by email on receipt of a delivery confirmation from the correct address.

Notices to Guidizy should be addressed to Saibabu Malisetti at the registered office address shown above. This clause does not apply to notices given in legal proceedings or arbitration.

Force majeure

“Force Majeure” means events beyond a party’s reasonable control preventing or delaying performance. A party shall not be liable for delays caused by Force Majeure, provided it promptly notifies the other and uses reasonable endeavours to minimise the effects. If Force Majeure prevents material performance for more than 90 Business Days, the other party may terminate this Agreement on at least twelve (12) weeks’ written notice.

Variation, assignment, severance & waiver

• Variation: No variation is valid unless in writing, referencing this Agreement, and signed by or on behalf of each party.
• Assignment:Guidizy may assign, sub-contract, transfer or otherwise deal with any of its rights with prior written notice. Either party may assign in connection with a merger or acquisition. The Customer may not otherwise assign without Guidizy’s prior written consent.
• Set off: Each party shall pay all sums owed without any set-off, counterclaim, deduction or withholding, except as required by law.
• No partnership or agency: The parties are independent. Nothing creates a joint venture, trust or fiduciary relationship.
• Severance: If any provision is invalid or unenforceable, the remainder remains in force; the parties will negotiate in good faith to agree a mutually acceptable alternative for the affected provision.
• Waiver: No failure or delay in exercising a right operates as a waiver. Waivers are only effective in writing and signed by the waiving party.
• Compliance with law: Each party will, at its own expense, ensure that its employees, agents and representatives comply with all applicable laws and regulations.
• Feedback: The Customer may submit feedback to Guidizy from time to time. Guidizy may freely use or exploit such feedback in connection with any of its products or services.
• Costs: Each party shall pay its own costs and expenses incurred in connection with this Agreement.

Third-party rights

The Service may support integrations with certain Third-Party Platforms. To enable these, the Customer may need to input credentials, and authorises Guidizy to access the Customer’s accounts on such platforms for the purposes described. The Customer is solely responsible for complying with the terms of those Third-Party Platforms.

Guidizy has no responsibility for any Third-Party Platform or for End Customer Data exported to one. Guidizy may disable integrations with any Third-Party Platform at any time. Except as expressly provided in this clause, no person who is not a party to this Agreement has any rights under the Contracts (Rights of Third Parties) Act 1999, save that Guidizy’s affiliates may enforce its provisions.

This Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Service overview

The Guidizy Service is a suite of messaging, audio and video calling communication offered as a single SaaS platform. It is designed to enable customers to offer Guidizy Communication to their End Customers throughout their relationship lifecycle, and to provide tools such as the Customer Account Owner Portal, Agent Console, Appointment Console and Agent Application for managing Customer Data and End Customers.

Guidizy supports recording of audio/video calls along with screen sharing, with recordings encrypted at rest in cloud storage. Recordings can be downloaded for quality and auditing purposes. Storage duration depends on the chosen subscription plan; once that duration elapses, recordings are permanently deleted from cloud storage.

Customers may import and export Customer Data between the Service and Third-Party Platforms via supported integrations. The Service includes the Guidizy Code and Guidizy Button, which are deployed on Customer Assets to enable Guidizy Communication.

Prices

Visit the Pricing section on the Guidizy website (https://guidizy.com) for the list of subscription price plans supported by Guidizy.

Definitions

In this Schedule:

• applicable law means the applicable law of the United Kingdom.
• Controller, Data Subject, Personal Data, Personal Data Breach, processing, Processor have the meanings given in applicable Data Protection Laws.
• Data Protection Laws means the UK GDPR, the Data Protection Act 2018, and any laws that implement, replace, extend or amend any of the foregoing.
• GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018.
• Protected Datameans Personal Data received from or on behalf of the Customer in connection with Guidizy’s obligations under this Agreement.
• Sub-Processor means any Processor engaged by Guidizy (or by any other Sub-Processor) for processing activities in respect of the Protected Data on behalf of the Customer.

Roles and compliance

The parties agree that the Customer is a Controller and that Guidizy is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The Customer shall, at all times, comply with all Data Protection Laws in connection with the processing of Protected Data. Guidizy shall process Protected Data in compliance with its obligations under Data Protection Laws and the terms of this Agreement.

Instructions & security

Guidizy shall only process Protected Data in accordance with the Customer’s documented instructions, except where required by applicable law (in which case Guidizy will inform the Customer first, unless prevented from doing so on important grounds of public interest).

Guidizy shall implement and maintain the technical and organisational measures set out in the Security Policy below to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

Sub-processing

Guidizy shall not permit any processing by a Sub-Processor without prior specific written authorisation from the Customer. Each Sub-Processor must be appointed under a binding written contract with materially the same obligations as in this Schedule. Guidizy remains fully liable for the acts and omissions of each Sub-Processor.

The Customer authorises the appointment of the following Sub-Processors:

Assistance, breach & deletion

Guidizy shall (at the Customer’s cost and expense) assist the Customer in ensuring compliance with its obligations under Articles 32–36 of the GDPR, and assist with responding to Data Subjects’ rights requests under Chapter III of the GDPR. Guidizy will refer to the Customer all such requests it receives.

Guidizy shall not transfer Protected Data to countries outside the United Kingdom or to any International Organisation without the Customer’s prior written authorisation, except where required by applicable law.

Guidizy shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

On the end of provision of the Services relating to the processing of Protected Data, Guidizy shall — at the Customer’s option — either return all Protected Data to the Customer or securely dispose of it, except where applicable law requires Guidizy to retain it.

Data we process

Subject matter and purpose: provision of the Service to the Controller, involving processing of Protected Data as specified in Guidizy’s Privacy Policy.

Types of personal data:

• Customer and customer’s company data (first name, last name, title, email, contact number, company name, company address)
• End-customer data (first name, last name, email, contact number)
• Customers’ and end-customers’ device data (operating system, browser, screen resolution, IP address, unique device identifiers)
• Customers’ payment information (credit-card information)

Categories of data subjects: visitors of the Guidizy website, customers of Guidizy, end customers, and employees and contractors of Guidizy.

Security policy overview

At Guidizy we take security, privacy and protection of customer data extremely seriously, adhering to enterprise-level security standards. This policy describes the organisational and technical measures implemented across our service platform to prevent unauthorised access, use, alteration or disclosure of customer data.

Infrastructure

All Guidizy services, data and software are hosted on the OVH Cloud Platform (ovhcloud.com/en-gb), one of the world’s well-known cloud platforms, with end-to-end security and privacy features. This policy describes activities of Guidizy within all instances on its end-to-end production cluster, hosted on UK data-centre-based instances of OVH Cloud unless otherwise specified.

Production access is restricted to operations support staff only.

Compliance & certifications

Guidizy’s production cluster is hosted on the OVH Public Cloud platform, which is ISO/IEC 27001, 27017, 27018 and 27701 certified. These certifications ensure the presence of an information-security-management system (ISMS) for managing risks and implementing business continuity, as well as a privacy-information-management system (PIMS).

Engineering & operational practices

We architect and design Guidizy services with high availability in mind. Our goal is to deliver 99.99% uptime to all clients. To achieve this, we follow these practices:

• Immutable infrastructure: we never make changes to live code or running servers in production. Software and infrastructure configuration are treated as code, with all changes going through formal review, automated testing and automated deployment.
• Automated build & deployment: continuous integration and deployment automation, with configuration management tools to build, test and deploy multiple times a day.
• Incident response: a dedicated infrastructure and security team is on a rotating on-call schedule to respond immediately to security or availability incidents.
• Authorised access & controls: permission levels for any employees with access to Guidizy. We follow the principle of least privilege, with automated tool-based control and logging of data access, entry, deletion and modification.

Data & data centre

All customer and application data is stored in multi-tenant data stores within OVH Cloud’s London, UK data centres, which are secured with a range of physical controls and software firewalls.

• All data sent to or from Guidizy is encrypted in transit using HTTPS.
• All recorded media (audio, video and screen-sharing) is encrypted at rest in S3-compatible object storage using AES-256.
• Strict logical-separation controls in our application code prevent any customer from accessing another customer’s data, with unit and integration tests verifying these controls on every code change.

Application security

Guidizy is served 100% over HTTPS, with all services hosted on secured OVH Cloud servers. Two-factor authentication (2FA) and strong password policies are required for access. Email is supported with TLS encryption on all inbound and outbound traffic.

Customer responsibilities

• Manage your own user accounts and roles within the Guidizy services.
• Protect your own account and credentials by enabling two-factor authentication for all employees accessing the services.
• Comply with the terms of your services agreement, including all applicable laws.
• Promptly notify Guidizy if a credential is compromised or if you suspect suspicious activity.
• You may not perform any security penetration tests or assessments without the express advance written consent of Guidizy.

Support policy

Guidizy provides support 24 hours a day, 7 days a week. Customers may report errors or abnormal behaviour (“Incidents”) by emailing support@guidizy.com. The Customer should provide reasonable detail including: which features are affected, the impact on staff and end-users, the start date and time, steps to reproduce, and any relevant screenshots, log files or error messages.

Guidizy aims to resolve reported Incidents on a first-come, first-served basis, generally within 3 business days, unless the Incident falls into one of the following priority levels:

Exclusions. Guidizy will have no obligation to provide support where an Incident arises from:

• Use of the Service in a way that is not authorised or recommended in this Agreement or the Documentation;
• General internet problems, force-majeure events, or other factors outside Guidizy’s reasonable control;
• The Customer’s equipment, software, network connections or other infrastructure;
• Third-party systems, acts or omissions.

Acceptable Use Policy (AUP)

This Acceptable Use Policy applies to Guidizy’s websites (including www.guidizy.com and any successor or sub-domain URLs), Guidizy Apps, and Guidizy Services (collectively the “Guidizy App Services”). To keep the Guidizy App Services running safely, you agree not to:

• Probe, scan, or test the vulnerability of any system or network used with the Guidizy App Services;
• Tamper with, reverse engineer or hack the Services, circumvent any security or authentication measures, or attempt to gain unauthorised access;
• Modify or disable the Services, or use them in any manner that interferes with or disrupts the integrity or performance of the Services or related systems;
• Access or search the Services by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the Service in any medium, including by automated or non-automated 'scraping';
• Overwhelm our infrastructure by imposing an unreasonably large load on the Services, including by using bots, spiders or offline readers to send more requests than a human reasonably could, or by going far beyond documented use parameters;
• Solicit users of our Services for commercial purposes;
• Use the Services to generate or send unsolicited communications, advertising or spam, or otherwise impair the Services' ability to send communications;
• Misrepresent yourself or disguise the origin of any data, content or information you submit (by spoofing, phishing, manipulating headers, impersonating others, or falsely implying any sponsorship or association);
• Use the Services for any illegal purpose or in violation of any laws (including data, privacy, and export control laws);
• Use the Services to violate the privacy of others, or to collect personal information from our App Services without authorisation;
• Use the Services to stalk, harass, bully, or post threats of violence;
• Submit data or content that infringes any party's intellectual property, privacy or other rights; that is deceptive, fraudulent, illegal, obscene, defamatory, libellous, threatening, harmful to minors, pornographic, harassing or hateful; that contains viruses, bots, worms or other malicious materials; or that could otherwise cause damage to Guidizy or any third party;
• Promote or advertise products or services other than your own without appropriate authorisation;
• Use meta tags or other 'hidden text' including Guidizy's or our suppliers' product names or trademarks;
• Permit or encourage anyone else to commit any of the actions above.

Without affecting any other available remedies, Guidizy may permanently or temporarily terminate or suspend a user’s account or access to the Services without notice or liability if Guidizy (in its sole discretion) determines that a user has violated this AUP.