Legal

Terms & Conditions.

Get Heard Online Terms and Conditions for the services we provide.

Software-as-a-Service (SaaS) Terms and Conditions

This Services Agreement ("Agreement") is entered into by and between:

Get Heard Online Ltd ("Provider"), registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, UK, contact: hello@getheard.online, and the entity identified as "Customer" in the applicable Order Form (together, the "Parties").

1. Services

Provider will make available its software-as-a-service platform ('Services') as described in the relevant Order Form, subject to the terms of this Agreement.

2. Access and Use

• Customer may use the Services solely for its internal business purposes in accordance with this Agreement and any applicable documentation.
• Users must keep credentials secure and confidential.
• Customer is responsible for compliance by its Users.
• Customer is responsible for ensuring that its systems meet minimum technical requirements and for all activity conducted under its accounts.

3. Restrictions

Customer will not:
• sublicense, resell, or make the Services available to third parties (other than authorised Users);
• reverse engineer, decompile, or copy the Services except as permitted by law;
• use the Services unlawfully or in violation of applicable data protection laws;
• interfere with the operation of the Services or attempt to gain unauthorised access.

4. Customer Data & Data Protection

• Customer retains all rights to its data ('Customer Data').
• Provider may process Customer Data solely to deliver the Services and as otherwise permitted by law.
• Both Parties will comply with all applicable data protection laws, including but not limited to the UK GDPR, EU GDPR, CCPA/CPRA, and PIPEDA.
• If Provider processes personal data on behalf of Customer, the Parties will enter into the Data Processing Addendum attached as Schedule 1.
• Provider does not guarantee that Customer Data will not be lost or corrupted. Customer is responsible for maintaining its own backups of Customer Data.

5. Intellectual Property

• Except for rights expressly granted, all intellectual property rights in and to the Services, software, documentation, and related technology remain with Provider.
• Customer retains ownership of all Customer Data.
• Customer grants Provider a limited licence to process Customer Data for the purposes of providing the Services.

6. Fees & Taxes

• Fees are set out in the Order Form and payable in the agreed currency.
• Fees quoted are exclusive of VAT, sales tax, GST, HST, or similar taxes, which are the Customer's responsibility.
• Fees are non-refundable except as expressly stated in this Agreement.

7. Suspension of Services

Provider may suspend Customer's access to the Services if:
• Customer breaches this Agreement;
• Customer fails to pay undisputed fees within 14 days of due date;
• Provider reasonably believes suspension is necessary to protect the Services, other customers, or to comply with law.
Provider will provide prior notice where practicable.

8. Warranties

• Each Party warrants it has authority to enter this Agreement.
• Provider warrants the Services will materially conform to documentation.
• Provider will use reasonable commercial efforts to maintain availability of the Services, excluding downtime for maintenance, force majeure, or circumstances beyond Provider's reasonable control.
• Except as expressly stated, the Services are provided 'as is.'

9. Disclaimer

Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
Beta or evaluation features are provided without warranty and may be modified or discontinued at any time.

10. Limitation of Liability

• Provider's total liability shall not exceed the fees paid by Customer in the 12 months preceding the claim or £1000, whichever is lower, unless otherwise specified in the Order Form.
• Provider shall not be liable for indirect, consequential, or special losses. Indirect or consequential losses include but are not limited to loss of profits, revenue, business opportunities, goodwill, or anticipated savings.
• Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under law.

11. Indemnities

• Provider Indemnity: Provider shall indemnify Customer against third-party claims alleging the Services infringe intellectual property rights, subject to exclusions for modifications not made by Provider, use with unauthorised systems, or misuse.
• Customer Indemnity: Customer shall indemnify Provider against claims arising from Customer Data, misuse of the Services, or violation of laws.

12. Third-Party Platforms

• The Services may integrate with third-party platforms. Customer's use of such platforms is governed solely by Customer's agreement with that provider.
• Provider is not responsible for the operation, security, or performance of third-party platforms.

13. Confidentiality

• Each Party shall keep the other's Confidential Information secure and use it only for the purposes of this Agreement.
• Confidentiality obligations do not apply to information that is public, lawfully obtained, or independently developed.
• Any audits shall be at Customer's expense and limited to once per year, during normal business hours, with reasonable notice.

14. Term & Termination

• Agreement commences on the Effective Date and continues as stated in the Order Form.
• Either Party may terminate for material breach not cured within 30 days, insolvency, or as otherwise permitted herein.
• Either Party may terminate for convenience on 30 days' written notice after the initial term.
• Upon termination, Customer's rights cease and Provider will delete or return Customer Data in accordance with law.

15. Governing Law

This Agreement is governed by the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England and Wales; however, Provider may bring proceedings in other jurisdictions where necessary to protect its IP rights or enforce payment obligations.

16. Miscellaneous

• Force Majeure: Neither Party is liable for delays or failures due to events beyond reasonable control.
• Assignment: Neither Party may assign without the other's consent, except in connection with merger/acquisition.
• Entire Agreement: This Agreement, with the Order Form(s), Privacy Policy, and Data Processing Addendum, constitutes the entire agreement.
• Notices: Notices must be in writing to the addresses set out above.
• Independent Contractors: The Parties are independent contractors and not partners or agents.
• Provider may use Customer's name and logo in marketing materials unless Customer notifies Provider otherwise.

Schedule 1 - Data Processing Addendum (DPA)

1. Scope and Roles

This DPA applies where Provider processes personal data on behalf of Customer under the Agreement. Customer is the Controller and Provider is the Processor (or equivalent terms under applicable law).

2. Subject Matter and Duration

  • Subject matter: Processing Customer Data as necessary to provide the Services.
  • Duration: For the term of the Agreement and until deletion or return of personal data.

3. Nature and Purpose of Processing

Provider will process personal data solely to deliver the Services, ensure security, comply with law, and as otherwise instructed by Customer.

4. Types of Personal Data and Data Subjects

  • Types of data: Names, email addresses, contact details, user credentials, analytics data, and any other data uploaded by Customer.
  • Data subjects: Customer's employees, contractors, clients, or users of the Services.

5. Provider Obligations

Provider shall:

  • Process personal data only on documented instructions from Customer;
  • Ensure personnel with access are bound by confidentiality;
  • Implement appropriate technical and organisational measures to protect personal data;
  • Assist Customer with data subject rights requests and security obligations;
  • Notify Customer without undue delay of any personal data breach;
  • Not engage subprocessors without Customer's general authorisation (Provider will maintain an up-to-date list of subprocessors);
  • Delete or return all personal data at the end of the Agreement, unless retention is required by law;
  • Make available information necessary to demonstrate compliance and allow for audits.

6. International Transfers

Provider may transfer and process personal data globally, including outside the UK, EU, US, or Canada, provided that such transfers are subject to adequate safeguards under applicable law. These may include:

  • UK or EU Standard Contractual Clauses (SCCs);
  • The UK Extension to the EU SCCs (UK Addendum);
  • The EU-U.S. Data Privacy Framework and UK-U.S. Data Bridge (where applicable);
  • Other appropriate safeguards recognised under applicable data protection laws.

7. Subprocessors

Provider may engage subprocessors to support the Services, subject to written agreements imposing equivalent data protection obligations. Provider remains liable for subprocessors' performance.

8. Liability

The limitations of liability in the Agreement apply to this DPA, subject always to mandatory requirements of applicable data protection law.