Terms of Service for Providers
Last update: 30 November 2020
Please read these Terms of Service for Providers carefully. By visiting, downloading, using or attempting to interact with any part of the Services, you confirm that you have read these terms, are entering into a legally binding contract with us, and agree to comply with these Terms. If you do not agree with these Terms you must not use the Services. For information about how we collect and use personal data, please see our Privacy Notice.
1.1 Who we are. We are MeTime Corporation Limited, with company number 669120 and registered address at 5 Fitzwilliam Square East, Dublin 2, Ireland (“we”, “our” or “us”).
1.2 Definitions. To make things easier, in these Terms when we say:
1.2.1 customer” we mean an individual that has a customer account on the Services.
1.2.2 “provider” we mean a clinic, company or organisation, or an individual professional or consultant, that has a provider account on the Services;
1.2.3 “Services” we mean the MeTime app, the website located at www.metime.com, any content and materials on our app and website, and any other software, products, services, information, tools and technology that we make available;
1.2.4 “Treatments” we mean any advice, consultations, recommendations, products, services, procedures and treatments that a provider offers or supplies.
When we use the terms ‘personal data’, ‘controller’, ‘processor’ and ‘special categories of personal data’ and ‘personal data breach’, those terms have the meaning given to them in the EU General Data Protection Regulation (GDPR).
1.3 Service summary. The MeTime Services make it easier for customers looking for information on Treatments to learn more about the providers and the Treatments they offer, match with providers in the locations they select, and share information with the providers they choose. The Services allows providers to:
1.3.1 create a provider account and upload and post information to their provider account, such as clinic information, specialties, experience and photos;
1.3.2 receive information, for example through online messaging and video conferencing, from customers who choose to match with the provider. When a customer sends information to a provider through the Services, the provider receives that information through the provider’s account on the Services;
1.3.3 promote and suggest Treatments based on customer information, profiles, preferences and photos.
When a customer is ready he or she can use their own judgement to choose the best provider for them, and use the Services to book an appointment and pay for a Treatment.
1.4 Contacting us. If a provider wants to learn more about the Services or has any problems, it should first look at our online FAQs and support resources. If the provider is still experiencing issues, it can contact us at [email protected]. By sending us suggestions or other feedback regarding the Services, the provider agrees that we can use and share that feedback for any purpose without payment or obligation.
2.1 Intended users. These are the Terms on which we allow providers to download, sign-up for and use the Services (or any part of them). These Terms form a binding legal agreement between the provider and us. By accepting these Terms you confirm that you are either: (a) an individual professional or consultant that is authorised to supply Treatments in your jurisdiction; or (b) an individual acting on behalf of a business or organisation that employs or engages you and that business or organisation: (i) is authorised to supply Treatments in your jurisdiction; (ii) has given you authority to accept these Terms on its behalf; and (iii) has given you authority to provide instructions to us on its behalf.
2.2 Current Terms. Each time a provider visits, downloads or accesses the Services, including any updates, it agrees to the current version of these Terms on its behalf and on behalf of the business or organisation that employs or engages it. If a provider does not agree to the current version of these Terms, it is not permitted to use the Services and must immediately remove the Services from its device.
2.3 Other terms. There are other terms that may apply to a provider when using the Services that are not part of these Terms but which contain provisions that apply to use of the Services:
2.3.1 Privacy Notice available at https://metime.com/privacy-policy
2.3.2 if a provider downloads our app from an app store the app store’s rules and policies may also control the ways in which the provider can use our app.
2.4 Changes to these Terms. We have the right to change these Terms from time to time. We will notify a provider of a significant change by sending an email or message using the contact details the provider provided to us at sign-up and we will post the revised version online. Changes are effective from the date specified by us at that time. By using the Services after the changes take effect the provider agrees on its behalf, and on behalf of any business or organisation that employs or engages, to be legally bound by the amended Terms. If a provider does not accept the notified changes it is not permitted to continue to use the Services and must immediately remove the Services from its device.
3.1 Relationship with us. The Services offer a platform for a provider and a customer to identify each other and transact directly with each other. Our role is limited to offering technology to facilitate the connection and exchange of information between a provider and a customer through the Services. We are not a party to the relationship or any dealings between a provider and a customer. We have no input and do not influence the interaction between a provider and any customer. The provider is responsible for the Treatment supplied to customers. We do not supply Treatments and are not responsible or liable for any of the Treatments that a customer receives from a provider. The Services are not a substitute for a provider considering a customer’s particular medical and health needs. The fact that a customer is using the Services is not a representation by us to the provider that the customer is fit or capable of receiving any Treatment, or of the willingness or ability or of a customer to accept a Treatment or complete any transaction on the Services. Online communication may be unsuitable in certain circumstance and it is up to the provider and the customer to agree if in-person analysis and examination is required.
3.2 Supply of Treatments. The provider is solely responsible for determining what Treatments to offer, the time, place, manner and means of providing those Treatments, and for supplying the Treatments to customers. Before supplying a Treatment the provider must undertake a consultation with the customer, explain the possible risks and side effects and outcomes associated with the Treatment, and obtain all necessary consents. The provider must not make any false or misleading claims to a customer about a Treatment or its potential outcomes. In supplying a Treatment the provider must use all due care and skill in accordance with best clinical practice.
3.3 Important information. We are not providing any medical or health advice or care of any kind to a customer or provider. We do not supervise, direct or control the providers and the providers are not our employees. We cannot guarantee the accuracy, safety, quality or results of any Treatments a provider offers or supplies. The Services are not designed to provide health or medical advice or for the managing of a medical emergency or treatment of an acute condition. The Services are not a replacement for medical treatment and the provider remains responsible at all times for the medical and health care of each customer under its care. We recommend to customers that if they have any queries or concerns about a Treatment, their condition or their medical care, that they contact their independent healthcare professional.
3.4 Provider responsibilities. A provider is solely responsible for: (a) evaluating and determining if a customer is fit and suitable for the Treatments the provider offers; (b) ensuring that all information the provider receives through the Services is used, and is kept safe and secure, at all times in line with applicable and best clinical practice; (c) using best clinical practice while interacting with the customer and supplying Treatments to the customer; (d) ensuring the accuracy and legality of the information the provider’s account displays, including name, experience and expertise; (e) providing the customer with the provider’s own terms & conditions and policies (including cancellation, refund and privacy policies) when the customer requests a Treatment; and (f) accepting payment from the customer for the Treatment.
3.5 Provider commitments. By using the Services the provider confirms that it:
3.5.1 is 18 years old or older and has the legal capacity and authority to enter into and agree to these Terms;
3.5.2 is using the Services for business purposes only and not for domestic or private use;
3.5.3 has the necessary skills, experience and certifications to supply the Treatments it offers through the Services;
3.5.4 has in place all licensing, insurance, consents, registration and other requirements with respect to its business, or the business for which it is acting, and for the supply of Treatments it wants to offer through the Services; and
3.5.5 will comply with all applicable laws when using the Services and offering Treatments and it will not use the Services for any illegal or unauthorised purpose;
3.5.6 is solely responsible for paying all tax and similar amounts due in respect of any payments received from customers for a Treatment.
3.6 Background checks. We have the right to ask the provider, at any time, to provide proof of its compliance with paragraph 3.5. The provider must immediately notify us if at any time if it no longer complies with the requirements under paragraph 3.5.
3.7 Arranging access. It is the provider’s responsibility to select, obtain and pay for internet access (including excess charges if a provider exceeds any data caps) and any equipment, internet access or services necessary to download and use the Services. We are not responsible for the failure of any internet or network services. The provider acknowledges that the quality and bandwidth of its internet or network service will affect the quality and speed of access to and use of the Services. The provider is responsible for ensuring that its devices and operating systems meet the minimum specifications and are configured correctly to use the Services.
3.8 Updates to the Services. From time to time we may automatically update any part of the Services to improve or modify performance, and functionality, reflect changes to technology or address security issues. Alternatively, we may ask the provider to update the Services. If a provider chooses not to install any update or if it opts out of automatic updates, it may not be able to continue using the Services, certain features and functionality may no longer be available, and it may not receive important security updates. We may change (including by removing features and benefits), stop or suspend the nature, features and functionality of the Services from time to time (for individual users, categories of users or all users) for valid reason without prior notice. Any new features or content that we add are also subject to these Terms.
3.9 Avoiding fees. We invest a lot into our Services to make it easy for customers and providers to connect and transact efficiently and safely. The provider must not (and must not allow anyone else to): attempt or encourage avoiding payment of our administration fees or the payment processing charges, or cancel a Treatment through the Services for the purposes of the customer rebooking and paying the complete amount directly the provider.
4 PROVIDER ACCOUNTS
4.1 Creating a provider account. To access and use certain elements of the Services a provider must register and sign-up for a provider account by supplying its name and other requested information as prompted by the account creation and registration process. The provider warrants that all information it provides to us and to customers is true, accurate and complete and not misleading or deceptive. A provider account is not transferable. If any of the provider’s information changes, it should update the information in the account details section of the Services. We have the right to decline to supply a provider account or to offer the Services to anyone.
4.2 Safeguarding details. A provider is responsible for maintaining the security of the provider’s user ID and password that it uses to access the provider account and for any actions taken by anyone accessing that account. The provider must notify us immediately if it knows or suspects the provider account has been accessed by an unauthorised third party.
4.3 Interactive features. The Services may provide access to interactive features, for example live message and video chat functionality that allows customers and providers to communicate. We are under no obligation to monitor or moderate any interactive service.
5.1 The provider agrees:
5.1.1 to keep secret and safeguard all confidential information that it receives or is otherwise exposed to in the course of exercising its rights or performing its obligations under these Terms;
5.1.2 to use that confidential information only for the purpose of fulfilling its obligations or exercising its rights under these Terms;
5.1.3 to use the same care to protect that confidential information as it would use to protect its own similar information, but in no event less than commercially reasonable care;
5.1.4 not to disclose any of that confidential information to any third party unless it has prior written consent or the disclosure is required by a court or by applicable law or regulation.
When we use the term “confidential information” we mean any information of ours or of a customer that is marked confidential or should reasonably be understood by the provider to be confidential given the circumstances surrounding its disclosure.
5.2 We have the right to use and reproduce the provider’s name, expertise, business name and photograph from the provider’s profile data for our advertising and promotion of the Services.
6 SUBSCRIPTION PLAN & FEES
6.1 Subscription plans. We offer different subscription plans. Each subscription plan includes a variety of features and benefits that we describe here. A provider’s subscription plan will continue until the subscription expires or until the provider or we end the subscription. Subscription plans are personal and non-transferable. We have the right to decline to supply a subscription plan to anyone.
6.2 Subscription fees. We will charge the subscription fee for the subscription plan to the provider’s payment method on the billing date indicated on the provider’s account. Unless the provider cancels its subscription plan before the end of subscription period, it authorises us to charge the subscription fee for the next billing cycle to its payment method.
6.3 Provider’s right to change its subscription plan. A provider can change to another subscription plan at any time, including by downgrading to a basic free plan. If a provider upgrades its subscription plan, this will result in a new billing date effective on the date of payment of the additional fees and, if applicable, will result in an automatic credit of the unused portion of the existing subscription plan fees. If a provider downgrades a subscription plan, it will not receive a refund or credit for the fees already paid; instead the provider will continue to have access to its subscription plan up until the end of its current billing period and the subscription plan will renew at the downgraded level. If a provider does not pay its subscription fees when due, the provider’s account will be automatically downgraded to a basic free plan.
6.4 Our right to modify subscription features. We have the right to change subscription fees, modify the features and benefits included in each subscription plan, or introduce new fees at any time, in each case by providing advance online notice to a provider. We will not refund the subscription fee already paid.
6.5 Taxes. Where applicable, we may also collect all required taxes (such as value added) on subscription fees.
7 PRICING, BOOKINGS & PAYMENTS
7.1 Pricing. The provider is responsible for setting the price it offers and charges a customer for a Treatment. The provider must offer pricing and terms through the Services that are equivalent to the pricing and terms a customer would receive if booking direct with the provider outside the Services. The provider must not place customers that book through the Services at a financial disadvantage or offer terms less favourable than if the customer booked directly with the provider outside the Services..
7.2 Booking a Treatment & Payment. A customer can book a Treatment from a provider through the Services. The provider can request payment from the customer through the Services. The provider must authorise the charges for each Treatment at the time of booking. Payment is arranged through our third party payment processor who will collect the payment on the provider’s behalf. All providers must accept the payment processor’s terms and conditions in order to enable the processing of customer payments. Funds will be paid out once the Treatment takes place or after a specified period of time, minus our administration fees and the payment processing charges that we will retain. Charges (including our administration fees and the payment processing charges) are not refundable except as applicable law otherwise requires.
7.3 Contract of sale. We are not involved in the actual transaction between the provider and the customer and we do not represent the provider or the customer in any specific transaction. As the provider will be providing a Treatment directly to the customer, the provider must provide the customer in advance of the Treatment with a copy of the provider’s terms & conditions and policies (including cancellation, refund and privacy policies). The provider acknowledges that the contract of sale is directly between the provider and the customer and the provider acknowledges it is entering into a legally binding contract of sale to accept a booking and payment and supply the Treatment to the customer.
7.4 Cancelling a booking. If for any reason a provider is not able to supply the Treatment, the provider must tell the customer before the provider cancels using the customer’s contact details associated with the customer account. A customer may reschedule or cancel a Treatment at any time, subject to the rescheduling, cancellation and refund policies of the provider that the provider makes the customer aware of at the time of booking. We will tell the customer that once the Treatment takes place or the funds have been paid out to the provider, we are unable to consider a refund request and the customer will need to contact the provider directly. If the provider or the customer cancels a Treatment or a Treatment does not take place we are not required to refund our administration fees or the payment processing charges.
7.5 Provider and customers complaints. If a customer has any queries or complaints about the booking, payment or supply of a Treatment we will tell the customer to contact the provider directly to resolve it and the provider must promptly deal with those queries and complaints. The provider acknowledges that we will not be involved in and do not have to provide any assistance on dispute resolution between a provider and a customer.
7.6 Non-payment. If a provider does not pay any fees or charges it owes we may, in our sole discretion, suspend or terminate the provider’s account and take any other action we believe is necessary.
7.7 Changing fees. We may change the fees and charges or introduce new fees and charges from time to time and we will notify the provider in advance.
8 OUR INTELLECTUAL PROPERTY RIGHTS
8.1 IP rights. All intellectual property rights in the Services throughout the world belong to us or our licensors and the rights in the Services are licensed (not sold) to providers. All rights are reserved to the relevant owner or licensor of those works. A provider has no intellectual property rights in, or to, the Services other than the limited right to use them in accordance with these Terms.
8.2 Limited rights. The elements of the Services, including the general design and the imagery, are protected by copyright, database right, trademark, patent and other laws relating to intellectual property rights. Nothing in these Terms gives a provider a right to use our or our licensors’ names, trademarks, logos, domain names and other distinctive brand features without our prior written approval. A provider must not reproduce, republish or resell any part of the Services or the design or look and feel of the Services in any way, without our prior written approval. We allow a provider to use and share our images, badges and logos that we make available on the provider’s administration dashboard by copying the URLs or HTML snippets supplied, but a provider is not permitted to change the colours or proportions of our images, badges and logos.
8.3 Unauthorised use. We have the right to investigate any suspected or actual improper, illegal, or unauthorised use of the Services (or any part of them) and we are entitled to take any legal action we deem appropriate.
9 PROVIDER INTELLECTUAL PROPERTY RIGHTS
9.1 Provider content. To enable us to provide the Services, the provider agrees to give us certain permissions in respect of the content that it provides to us through the Services, for example content from the provider’s profile, text, images, video, audio and other information that it uploads or posts to the Services (“provider content”). Specifically, the provider grants us and our suppliers, from the time of providing that provider content, a worldwide, perpetual, irrevocable, sub-licensable, transferable, assignable, non-exclusive and royalty-free right and licence to use, access, copy, transmit, reproduce, translate and import the provider content, including, all copyrights, trademarks, patents, and other intellectual and proprietary rights related to them, in any current or future media, for the purposes of providing and promoting the Services. The provider waives any moral rights it or its staff may have in provider content.
9.2 Provider profile. To help providers, we will create a sample provider profile for them using the provider content. We do not publish a provider profile on the Services until the provider approves it. Once the provider approves the provider profile it can use that profile with the Services.
9.3 Right to share. The provider warrants that it owns or has a right to share any provider content and that the provider content will not violate the rights (including the privacy or intellectual property rights) of any person. We are not responsible or liable to any third party for the content or accuracy of any provider content that provider or anyone else provides.
9.4 Removal and edits. The provider agrees that, in our sole discretion, we are entitled to: (a) remove any provider content if, in our opinion, that provider content does not comply with the requirements of these Terms or of the Services; and (b) edit any provider content to ensure it aligns with the general branding and quality requirements of the Services, for example we may correct any obvious errors or omissions in content and fix any poor quality photos or images.
10.1 Term. These Terms are effective until we or a provider terminates them.
10.2 Provider rights. A provider can close its provider account and terminate these Terms at any time by following the instructions in the provider account section of the Services. In that case, the provider should notify any of the provider’s customers that they will need to find an alternative provider.
10.3 Our rights. We have the right to limit, suspend, modify or withdraw all or any part of the Services, delete the provider content, or suspend or terminate the provider’s account and access to the Services: (a) if the provider has (or we believe it is about to) violate any provision of these Terms; (b) if the provider no longer complies with any requirement under paragraph 5 (Provider commitments); (c) if any information the provider supplies us is not true or we cannot verify that information; (d) if the provider breaches paragraph 3.9 (No transactions outside the Services); (e) if we no longer offer the Services in the provider’s location; (f) if the provider fails to pay any charges or fees owing to us when due; (g) if a provider does not use its provider account for a period of six months; (h) if we receive complaints or disputes in relation to the provider’s activities that tend to being us or the Services into disrepute or that are likely to result in actual or threatened claims against us or anyone else; or (i) in response to any business, legal, operational or security reason. Taking any of these actions does not limit any other rights we may have and we are entitled to take all other actions that we reasonably believe are appropriate. We are not liable to the provider or to anyone else for any limitation, suspension, modification or discontinuance of the Services.
10.4 App store terms. The app store with which the provider has any account may stop marketing or stop allowing the installation of our app at any time. This is outside our control. We are not liable to the provider for any action taken by any app store to restrict or terminate the provider’s ability to download or use our app.
10.5 Effects of termination. On termination of a provider account the provider must immediately stop all activities that these Terms authorise, including the provider’s use of the Services and interaction with customers through the Services. If we or a provider cancel a provider’s subscription plan, we will not refund any subscription fees or other amounts already paid.
10.6 Surviving provisions. Paragraphs 5, 6, 7, 8, 9, 11 and 13 survive termination or expiry of these Terms. Any amounts owed by a party to the other party before termination remain owed after termination.
11.1 Warranties. To the extent applicable law allows, we provide the Services on an ‘as-is’ and ‘as available’ basis. We make no representations, warranties or guarantees of any kind, whether express or implied, statutory or otherwise, that the information the Services displays or outputs is accurate, complete or up to date or as to the merchantability, fitness for a particular purpose, non-infringement, availability, compatibility, security, legality, accuracy of the Services. We do not represent, warrant or guarantee that: (a) the Services (or any part of them) will always be available, accurate, complete, current, uninterrupted, error-free, timely, or that defects will be corrected; (b) the Services (or any part of them) will meet anyone’s expectations or requirements; or (c) the Services (or any part of them), or the networks or servers that make them available, will (i) operate in combination with any other hardware, software, system or data; or (ii) be free from viruses, bugs or other harmful elements. All terms, conditions, warranties and similar implied by law, statute, custom or otherwise are excluded to the maximum extent applicable law permits. If a provider is not happy with the Services its sole remedy is to terminate its provider account.
11.2 Service limitations. The Services have not been developed to meet a customer’s or a provider’s specific requirements. We are not a provider of medical services or aesthetic treatments. The Services are not designed to provide health or medical advice or for the managing a medical emergency or treatment of an acute condition. The Services are not a substitute for the advice of an independent healthcare professional. A provider uses the Services at its own risk and we do not review or verify whether the information a customer provides to us or to providers is accurate, up-to-date, complete or representative. We are not liable for any inaccuracies, errors or omissions in any information the customer or a provider supplies. We are not liable for any decision, act or omission made by anyone connected with use of the Services or for any dealings a provider may have with a customer or any third party.
11.3 Force majeure. We are not liable or responsible if our provision of the Services or any other responsibility we have under these Terms is hindered, delayed or otherwise impacted by an event outside our reasonable control.
11.4 Our liability. To the extent applicable law allows, we and our affiliates and our and their respective directors, officers, employees, affiliates, agents, contractors, suppliers and licensors are not liable for: any (a) indirect or consequential loss, costs, damages, charges or expenses, even if foreseeable and even if advised of its possibility; or (b) any loss of profit, loss of business, damage to reputation, loss of opportunity, loss of sales or revenue, loss of contracts, loss of goodwill or reputation, loss of use or corruption of data or loss arising out of or in connection with a personal data breach, loss of anticipated savings, business interruption, claims by customers or others, wasted expenditure, or loss of business opportunity; or (c) any loss, costs, damages, charges or expenses of any kind, even if foreseeable and even if advised of its possibility, arising out of or in connection with the Services, these Terms, or from use of, or inability to use, Services (or any part of them) or the information displayed on or outputted by the Services (including any errors, inaccuracies or omissions in that information) or any faults, interruptions or delays in connection with the Services. For any liability that we cannot lawfully exclude but can limit, the maximum liability of us and our affiliates and our and their respective directors, officers, employees, consultants and agents to a provider under these Terms in respect of a Treatment will not exceed the total amount of our administration fee received for the Treatment that is the subject of the claim. If there is no Treatment that is the subject of the claim, the total liability of us and our affiliates and our and their respective directors, officers, employees, consultants and agents to a provider will not exceed in aggregate for all claims the lower of: (i) the sum of all administration fees received from Treatments involving that provider in the six month period before the date the claim first arose; and (ii) €500.
11.5 Exclusions. Nothing in these Terms excludes or limits either party’s liability where it would be unlawful to do so, including for death or personal injury caused by its negligence, or for any fraud.
11.6 Scope. The limitations and exclusions in these Terms apply to each and every loss, damage, claim and liability arising under or in connection with these Terms, use and access of the Services, and any breach, acts or omissions of our subprocessors, whether in contract, tort (including negligence), statute, misrepresentation, restitution or any other legal theory.
11.7 Claims. The provider agrees to indemnify, defend and hold harmless us and our affiliates and our and their respective directors, officers, employees, consultants and agents (each an "indemnified person"), on demand, from and against all claims, damages, losses, liabilities, judgments, awards, penalties, settlements, fines, costs and expenses (including reasonable legal fees) an indemnified person suffers, incurs or pays out relating to: (a) the provider’s infringement of any applicable law; (b) any claim or allegation by a customer, other provider, medical authority or other party relating to the acts, omission or breach of the provider (including in relation to the provision of Treatments); (c) any death or personal injury caused by the provider’s negligence; (d) any claim that the provider content infringes or is alleged to infringe any applicable law or the legal rights (including the privacy or intellectual property rights) of any other person.
11.8 Disputes. If a complaint or dispute arises between a provider and a customer, the provider agrees to release us (and our affiliates and our and their respective directors, officers, employees, consultants and agents) from all losses, damages, claims and costs of any kind, arising out of or in connection with those complaints or disputes.
12 ACCEPTABLE USE
12.1 Use of the Services. The provider must not use the Services:
12.1.1 in any manner inconsistent with these Terms;
12.1.2 in a way that violates or attempts to violate any applicable law, regulation, rule or code;
12.1.3 in a way that causes or is likely to cause the Services, or access to any it to be interrupted, damaged, or impaired in any way;
12.1.4 for any unlawful, fraudulent, improper or malicious purpose or effect;
12.1.5 to submit false or misleading information;
12.1.6 to engage in any deceptive or misleading practices;
12.1.7 in any way that infringes the legal rights (including the privacy or intellectual property rights) of any other person;
12.1.8 to deceive any person, to impersonate any person, to mislead as to the origin of the provider’s information, or to misrepresent the provider’s identity or affiliation with any person;
12.1.9 to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms;
12.1.10 to transmit or procure the sending of content or material, that is defamatory, racist, sexist, false, misleading, discriminatory, hateful, obscene, offensive or otherwise objectionable to us, customers or any other person;
12.1.11 to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; or
12.1.12 to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form or similar solicitation (‘spam’).
12.2.1 access or attempt to access the accounts of another user;
12.2.2 use the Services in any way that could damage, compromise, overburden, disable or impair the Services, anyone’s server, systems or networks, or that could interfere with any other person;
12.2.3 use the Services in order to build a product or service which competes with the Services;
12.2.4 circumvent or manipulate the security features of the Services or attempt to gain unauthorized access to the Services, any part or feature of the Services, or any servers, equipment, software, systems or networks associated with the Services;
12.2.5 use the Services to obtain or attempt to obtain any materials or information through any means not intentionally made available to the provider;
12.2.6 rent, lease, sell, sub-license, loan, provide, delegate or otherwise make available the provider’s access to the Services (or any part of it including any of the software in or accessible through it) in any form, in whole or in part to any person;
12.2.7 reproduce, republish, reverse-engineer, disassemble, de-compile, translate, duplicate, copy, create derivative works from the whole or any part of the Services nor attempt to do any such things, in any way that is not in compliance with the applicable laws or these Terms;
12.2.8 translate, merge, adapt, vary, alter or modify, the whole or any part of the Services, or allow the Services or any part of it to be combined with, or become incorporated in, any other programs; or
12.2.9 hack into or insert harmful or malicious code, such as viruses, or harmful data, into the Services, or any other network or system.
13.1 Relationship: Nothing in these Terms creates a partnership, agency, joint venture or employment relationship between a provider and us. A provider has no right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in our name or on behalf of us.
13.2 Contact. If we have to contact a provider we will do so by email, SMS or online message using the contact details the provider has supplied to us.
13.3 Entire agreement: These Terms (and any other terms, policies and operating rules we provide to when a provider engages with a feature of the Services) are the only agreement between a provider and us regarding the Services. All previous agreements, promises, representations, statements and understandings between a provider and us regarding the Services are not part of the contract between the provider and us.
13.4 Transfer: A provider may only transfer its rights or obligations to someone else under these Terms if we agree to this in writing. We may transfer our rights and obligations under these Terms to another organisation without the provider’s consent. We will tell the provider in writing if this happens.
13.5 Third parties: These Terms are personal to the provider and there are no third-party beneficiaries to these Terms.
13.6 Waiver: If we fail to insist that the provider perform any of its obligations under these Terms, or if we do not enforce our rights against the provider, or if we delay in doing so, that will not mean that we have waived our rights against the provider and will not mean that the provider does not have to comply with those obligations. If we do waive a default by the provider, we will only do so in writing, and that will not mean that we will automatically waive any later default by the provider.
13.7 Severability: Each of the paragraphs in these Terms operates separately. If a court decides that any of them are unlawful, the remaining paragraphs remain in full force and effect.
13.8 Meaning of certain terms: When we use the words "writing" or "written" in these Terms, this includes emails. In these Terms, the singular includes the plural and the masculine includes the feminine and neuter and vice versa. Headings do not form a part of these Terms. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
13.9 Governing law & jurisdiction. The existence, formation, interpretation, operation and termination of these Terms and any claim, matters or disputes arising out of or in connection with these Terms and the Services (whether contractual or non-contractual), are governed by and interpreted in accordance with the laws of Ireland. The courts of Ireland have exclusive jurisdiction to hear and determine any claim, matter or dispute (whether contractual or non-contractual) between a provider and us arising out of or in connection with these Terms and the Services. However, this does not prevent us from instituting proceedings outside of Ireland.
14 DATA PROTECTION
14.1 Roles. The provider is the controller (or the provider acts on behalf of the controller) of the customer’s personal data that a customer sends to the provider using the Services whenever that personal data resides in the provider’s account on the Services. In these cases we act as the provider’s processor and this paragraph 14 sets out the obligations on us and the provider in those cases.
14.2 Provider’s obligations as controller. The provider must ensure that it documents the instructions it supplies to us as its processor. If you act on behalf of the controller you warrant that you have authorisation to provide the controller’s instructions to us on the controller’s behalf. As the controller of the customer’s personal data residing in the provider’s account, the provider is responsible for compliance with data protection law, including supplying privacy notices to customers where it acts as the controller; using appropriate security measures to safeguard the personal data; obtaining necessary authorisation for the collection, processing and transfer of customer personal data; and complying with data subject requests from customers (for example, access, correction and erasure requests).
14.3 Our obligations as a processor. In respect of the customer personal data that we process on behalf of the provider, we will:
14.3.1 implement appropriate technical and organisational measures in a manner that ensures our processing meets the requirements of the applicable data protection laws and ensure the protection of the rights of the data subject and the standard of protection will be at least comparable to the protection required under the relevant data protection laws;
14.3.2 only process that customer personal data based on the instructions the provider supplies to us through the Services, unless applicable law we are subject to requires us to do otherwise (we will let the provider know that legal requirement before processing, unless that law prohibits us from doing so on important grounds of public interest);
14.3.3 make sure we inform the people who we allow to process the customer personal data of the confidential nature of the customer personal data and ensure that those people committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
14.3.4 take steps to make sure that the people acting under our authority who have access to customer personal data only process the customer personal data in accordance with our instructions, unless applicable law require otherwise;
14.3.5 on the provider’s reasonable request, provide the provider with written responses regarding our compliance with the obligations in this paragraph 14, if that information is not otherwise available to the provider;
14.3.6 considering the nature of the processing, help the provider, at the provider’s cost, by taking appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the provider’s obligation to respond to requests for exercising the data subject's rights set out in Chapter III of the GDPR, if that information is not otherwise available to the provider through the Services ;
14.3.7 on the provider’s request, make available to the provider all information necessary to demonstrate compliance with the obligations set out in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the provider or another third party auditor the provider mandates at a mutually agreed on time, place and manner. The provider must notify us no fewer than four weeks in advance of its intention to conduct an audit and the provider and any third party auditor must sign a non-disclosure agreement we request and comply with our security and other rules. The provider may exercise this audit right no more than once every 12 months, unless applicable data protection law requires more frequent audits;
14.3.8 take all measures required under Article 32 of the GDPR;
14.3.9 to the extent legally permitted, promptly notify the provider of any data subject requests we receive and reasonably cooperate with the provider to fulfil its obligations under the data protection laws in relation to those requests;
14.3.10 help the provider, at the provider’s cost, ensure compliance with the provider’s obligations as a controller under Articles 32 to 36 of the GDPR, taking into account the nature of the Services and the information available to us;
14.3.11 notify the provider without undue delay after becoming aware of a personal data breach and we will reasonably respond to the provider’s requests for further information to assist the provider fulfil its obligations under data protection laws (including the controller’s notification obligations under Articles 33 and 34 of the GDPR as applicable);
14.3.12 at the provider’s choice, delete or return to the provider all customer personal data within 30 days: (a) when the provider deletes its provider account or these Terms are terminated for any reason; or (b) at any other time if the provider submits a written request to [email protected].
14.4 Instructions. We will promptly let the provider know if, in our opinion, the provider’s instructions infringe applicable data protection law, or if we are unable to comply with its instructions.
14.5 Subprocessors . By entering into these Terms the provider gives us a general authorisation to engage subprocessors. As at the date of the Terms, the processor agrees to us using the following subprocessors: Stripe; Amazon Web Services; Google Analytics; and WhereBy. Our contracts with subprocessors will, in all material respects, contain equivalent data protection terms as those set out in this paragraph 14. If a subprocessor we engage does not fulfil its data protection obligations, we remain fully liable to the provider for the performance of the subprocessor’s obligations, subject to these Terms including the limitations and exclusions of our liability.
14.6 Change of subprocessor . We will notify the provider of any proposed addition or replacement of a subprocessor that we use to provide the Services by posting a notice on our app or website. The provider has 14 days to notify us if it objects to our use of that subprocessor describing its reasons to object, thereby giving the processor the opportunity to object to the change. If the provider objects the provider must stop using the Services and we have a right to terminate the provider’s use of the Services.
14.7 International transfers. Some of the subprocessors that support our business and that help us operate and facilitate the functionality of Services are located in countries outside the European Economic Area (EEA), including the USA. The provider instructs us to transfer customer personal data to any country in which we or our subprocessors maintain facilities or provide services to us, including the USA. If the recipient is in a country that is not deemed by the European Commission to provide an adequate level of protection for personal data, we provide for these transfers using the permitted legal mechanisms set out in EU data protection law. The provider gives us and our subprocessors authority to enter into and implement European Commission approved standard contractual clauses for the transfer of customer personal data to data processors established in third countries (and to replace those standard contractual clauses if the European Commission approves an alternative basis for transfers of customer personal data to a third country).
14.8 Nature of the internet. The transmission of information over the internet can never be completely private or secure and the provider accepts the risk that others may be able to read or intercept any information, text, video or image it submits or send using the Services, even if a particular transmission is identified as secure or encrypted. The provider understands that it is solely responsible for all electronic communications and content sent from its devices and network.