VCode / Privacy Policy

VCode

VPlatform TERMS OF USE

These Terms and Conditions ("the Terms") (together with the documents expressly referred to in them) sets out all the terms that apply to your use of the VPlatform and/or the VCode Application for mobile telephones and handheld devices, together with online and wireless services and functions provided thereon (together "the Services").

1 DEFINITIONS

1.1 In these Terms: "Action" means any action that you may assign to a Product, including (without limitation) a URL link, contact card or content delivery, or as otherwise described on the Portal (as amended and updated by us from time to time). "App" means our proprietary VCode® application software, the data supplied with the software and the associated media. "Credits" means online credits that you may purchase via the Portal and which can be redeemed against the price of Products (as detailed on the Portal and as amended by us from time to time). "Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. "our Site" means our website at https://vcode.co.uk/. "Portal" means our VPlatform™, portal, which is our proprietary cloud based platform technology and associated software, which is available at https://portal.vplatform.io. "Product" means an identifier code or VCode® which is generated by you via the Portal, in respect of which you may assign an Action. The term Products shall be construed accordingly. “Services” any and all services provided by us through or in relation to the VPlatform and or the App. "we", "our" and "us" means VCode Limited. "you" refers to the customer who visits our Site and/or registers to use the Portal.

In the Agreement:

2 WHAT’S IN THESE TERMS?

2.1 These Terms tell you the rules for using our Site, the Portal, the App and in receiving any of the Services.
2.2 The Portal can be used by you to purchase Credits, which may be redeemed against the price of the Products that can be generated via the Portal, in respect of which you and, where applicable, your own customers/clients, may assign an Action. If you purchase Credits via the Portal, these Terms shall apply to the sale of those Credits. The Portal can also be used to track and analyse your (and/or, where applicable, your customers’/clients’) use of the Products.

3 WHO WE ARE AND HOW TO CONTACT US

3.1 Our Site and the Portal is operated by VCode Limited. We are registered in England and Wales under company number 08292184 and have our registered office at Floor 2, No 1 Spinningfields, Quay Street, Manchester. M3 3JE . Our VAT number is 221457728.
3.2 To contact us, please email support@vcode.co.uk or telephone our customer service line on 0161 211 6143.

4 BY USING THE SITE AND/OR PORTAL YOU ACCEPT THESE TERMS

4.1 By visiting our Site and/or registering to use the Portal, using the App and/or accepting the Services you confirm that you accept these Terms and that you agree to comply with them fully.
4.2 If you do not agree to these Terms, you must not use the Site or the Portal.
4.3 We recommend that you print a copy of these Terms for future reference.

5 THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

5.1 These Terms refer to the following additional terms, which also apply to your use of the Portal:

5.1.1 our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site and/or the Portal, you consent to such processing and you warrant that all data provided by you is accurate;
5.1.2 our Acceptable Use Policy which sets out the permitted uses and prohibited uses of our Site and the Portal. When using our Site and/or the Portal, you must comply with this Acceptable Use Policy; and

6 WE MAY MAKE CHANGES TO THESE TERMS

We amend these Terms from time to time. Every time you wish to use our Site, the Portal the App and/or accept the Services , please check these Terms to ensure you understand the Terms that apply at that time. These Terms were most recently updated on 3 August 2018 .

7 WE MAY MAKE CHANGES TO OUR SITE, THE PORTAL, THE APP AND SERVICES

We may update and change our Site, the Portal, the App or change the nature of the Services from time to time to reflect changes to our Products, our users' needs and our business priorities.

8 WE MAY SUSPEND OR WITHDRAW OUR SITE, THE PORTAL, THE APP AND SERVICES

8.1 Our Site, the Portal, the App and any related Services are made available free of charge.
8.2 We do not guarantee that our Site, the Portal, the App or any content on them or the Services will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site, the Portal, the App and/or the Services for business and operational reasons. We will to use our reasonable commercial endeavours to give you reasonable notice of any suspension or withdrawal.
8.3 You are also responsible for ensuring that all persons who access our Site, the Portal, the App and the Services through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

9 YOU MUST REGISTER TO USE THE PORTAL

9.1 In order to use the Portal, and to purchase Credits, you are required to register on our Portal When you register on our Portal, you will be asked to provide an email address and will be required to choose a password. You must treat the password as confidential and you must not disclose it to any third party.
9.2 You must keep your account information, including your email address, up to date.
9.3 We have the right to disable any user email address or password, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
9.4 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@vcode.co.uk.

10 CREDITS

10.1 You are required to purchase Credits in advance via the Portal. Multiple Credits may be purchased as packages at a discounted rate, as detailed on the Portal.
10.2 On purchase, Credits will appear in your account on the Portal. Credits are valid from the date of purchase and will remain valid until they are redeemed against the cost of generating a particular Product.
10.3 Credits will be used up when you redeem them in order to generate Products and assign Actions to Products via the Portal. All applicable prices and detail of how many Credits will need to be redeemed against a particular Product or Action are as set out on the Portal.
10.4 Credits are non-transferrable.
10.5 Subject to any consumer statutory right of cancellation which apply, you will not be entitled to any refund of any payments in respect of Credits that are unused after 30 days from the date of purchase.
10.6 We may change the price of Credits and/or the number of Credits which need to be redeemed to generate a particular Product or Action from time to time and any price changes will be made clear on the Portal.

11 HOW TO PURCHASE CREDITS FROM THE PORTAL

11.1 To make a purchase of Credits on the Portal you will need to:

11.1.1 Go to the Site;
11.1.2 Select Sign in/ Register;
11.1.3 Complete the online registration. Once completed we will send you a confirmation email;
11.1.4 Sign in to the Portal and select ‘Purchase Credits’;
11.1.5 Select the number of Credits you wish to purchase. Once selected you will automatically be directed to the payment page;
11.1.6 Make payment for the Credits by credit or debit card;
11.1.7 We will then send you a payment confirmation email once payment has been received (Confirmation Email); and
11.1.8 Once the Confirmation Email has been sent to you, your Credits will be available in your account on the Portal.

11.2 The advertisement of Credits on the Portal is an invitation to treat only and any order from you constitutes an offer to us to buy such Credits. All orders are subject to acceptance by us. There will be no contract between you and us unless and until we issue our Confirmation Email (as described above).

11.3 By submitting an order for Credits, you are confirming to us that you are aged 18 or over and that you have permission from the card holder to use the relevant debit or credit card in respect of the purchase. If we discover or are of the opinion that you are not legally entitled to order Credits or that you have used a debit credit card without appropriate authority, we shall be entitled to cancel the order immediately, without notice to you.

12 SUPPLY OF PRODUCTS

12.1 You can submit orders to generate Products via the Portal on an ad hoc basis, provided that you have sufficient Credits in your account to cover the price of the relevant Product(s), as detailed on the Portal (as amended by us from time to time).
12.2 Each order for Products shall be deemed to be a separate offer by you for the supply of such Products on these Terms, which we shall be free to accept or decline at our absolute discretion. No order shall be deemed to be accepted by us until we issue our Confirmation Email or supply the Products that are the subject of that order (whichever is earlier).
12.3 On accepting your order for the Products, we will grant you a non-transferable, non-exclusive licence to use the Products via the App, subject to these Terms (in particular clause 12.4 below), our Privacy Policy and our App Terms and Conditions, incorporated into these Terms by reference. We hereby reserve all other rights not specifically granted by these Terms.
12.4 The price of a Product is on the basis of us granting you a licence to use the Products for a period of 30 days from the date of purchase. At the end of initial 30 day period, the licence shall automatically extend for a further period of 30 days on a rolling basis and, at the start of each 30 day period, the price of the relevant Product will automatically be redeemed from your account, provided that at the relevant time you have sufficient Credits in your account to cover the cost of the relevant Product. If, at the end of any 30 day period, you do not have sufficient Credits in your account to cover the cost of the relevant Product, we will notify you and ask you to top-up your Credit balance. If you fail to top-up your Credit balance in order to cover the cost of the relevant Product in accordance with our request, your licence to use the relevant Product will expire.
12.5 If you do not wish to renew your licence for a particular Product at the end of the current 30 day period, you must notify us, at least three days before the start of the next 30 day period, by clicking on the contact/support links via the Portal, or by emailing support@vcode.co.ukor by telephoning our customer service line on 0161 211 6143.
12.6 For the avoidance of doubt, Products shall only ever be licensed to you under these Terms, for your use (and/or, where applicable, for the use of your customers/clients).
12.7 Once your ordered has been accepted and processed, the relevant Products will be made available electronically via the Portal and/or the App and the relevant amount of Credits will be deducted from your account.
12.8 Risk in the Products shall pass to you at the point when they are made available to the you electronically through the Portal and/or the App. Title to the Products shall never pass to you since the Products are only made available to you on a licensed basis for your use (and/or, where applicable, for the use of your customers/clients) subject to these Terms.
12.9 We may make changes to the price, number, type and specifications of the Products available via the Portal at any time.

13 HOW TO GENERATE PRODUCTS / ASSIGN ACTIONS VIA THE PORTAL

13.1 To generate a Product or assign an Action to a Product on the Portal you will need to:

13.1.1 Sign in to the Portal and select ‘Create New VCode’ in order to generate a Product;
13.1.2 Select which type of Action you want to assign to the Product.
13.1.3 We will then send you a confirmation email once the order has been accepted (Confirmation Email). There will be no contract between you and us (in relation to a specific product) unless and until we issue our Confirmation Email.
13.1.4 The relevant Products that you have ordered will be made available to you electronically via the Portal and/or the App.
13.1.5 The relevant amount of Credits covering the cost of the relevant Product will automatically be redeemed from your account.

14 PRICE AND PAYMENT

14.1 The price of Credits (which includes VAT) will be the price indicated on the Portal when you placed your order.

14.2 All prices are inclusive of VAT where applicable at the current rates.

14.3 We take all reasonable care to ensure that the price advised to you is correct. However, it is always possible that, despite our best commercial efforts, some prices may be listed incorrectly. We will normally check prices before accepting your order so that, where the correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we discover a manifest error with our prices then we may cancel your order and refund the Credits to you.

14.4 Prices are liable to change at any time but changes will not affect orders for which you have already paid. We may also change the number of Credits charged to generate and/or assign an action to a Product from time to time.

14.5 When making a purchase of Credits via the Portal, you can pay using a credit or debit card through our secure third party payment gateway. All credit/debit card purchases are subject to validation checks (which you hereby consent to) and authorisation by the card issuer. If the issuer of your payment card refuses to or does not for any reason authorise payment to us for a particular purchase, we will not accept your order. Please note that it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.

15 CANCELLATIONS

15.1 You can cancel your account at any time in accordance with this clause 15 by contacting us by clicking on the contact/support links via the Portal, or by emailing support@vcode.co.uk quoting your name, address and order reference.

15.2 If you decide you do not want any Credits, you may cancel your order for the unused Credits within 30 days of the date of purchase and we will give you a full refund. You will not in any circumstances be entitled to any refund of any payments in respect of Credits that are unused after 30 days from the date of purchase.

15.3 Consumers

15.3.1 Where you use the Portal as a consumer, this clause will apply to you. If you are a business or commercial user, you will not have the right to cancel a Credit in accordance with this clause.

15.3.2 If you change your mind or for any other reason decide you do not want any Credits, you have a statutory right to cancel your order within 14 days after the day on which the contract is entered into (Cooling-Off Period) without giving any reason and we will give you a full refund. However, if you use Credits in order to generate a Product and/or assign an Action to a Product before the expiry of the Cooling-Off Period, then you expressly request that we begin the supply of digital content (i.e. allow you to access the Products) before the end of the Cooling-Off Period. You acknowledge that once we have begun the supply of the relevant Products that you lose the right to cancel and we shall not be obligated to provide a refund.

15.3.3 Details of the consumer rights described above, and an explanation of how to exercise them, are provided in the Confirmation Email. Nothing in this section affects your legal rights.

16 REFUNDS

16.1 If you cancel an order for the purchase of unused Credits pursuant to clause 15.2 or clause 15.3 then we will refund all monies that you have paid to us in respect of the order being cancelled. We shall not be obliged in any circumstances to provide a refund in respect of any Credits that have been redeemed in order to generate Products and assign Actions to Products via the Portal. As stated above, if you are a consumer and you have given your express consent to us to provide access to Products in the Cooling-Off Period and if we have begun that supply, we shall not be obligated to provide a refund pursuant to clause 15.3.

16.2 We will aim to process any refund due to you within 5 working days and, in any case, not later than 14 days after the day on which we were informed about your decision to cancel the order.

17 OUR OWNERSHIP RIGHTS

17.1 You acknowledge that: all Intellectual Property Rights in our Site, the Portal, the Products and the App, (including the VPlatform™ and VCode trade marks) belong to us or our licensors; that rights in the Products are licensed (not sold) to you, and that you have no rights in, or to, the Products, other than the right to use each of them in accordance with these Terms.

17.2 You acknowledge that you have no right to have access to the Products in source-code form.

17.3 VPlatform™ and VCode are UK registered trademarks of VCode Limited. You are not permitted to use them without our approval, unless they are part of material you are using as permitted under How you may use material on our Site and the Portal .

18 HOW YOU MAY USE MATERIAL ON OUR SITE AND THE PORTAL

18.1 You may print off one copy, and may download extracts, of any page(s) from our Site or the Portal for your personal use and you may draw the attention of others within your organisation to content posted on our Site.

18.2 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

18.3 Our status (and that of any identified contributors) as the authors of any content on our Site; the Portal and the App must always be acknowledged.

18.4 You must not use any part of the content on our Site, the Portal or the App for any commercial purposes without obtaining a licence to do so from us or our licensors.

18.5 If you print off, copy or download any part of our Site, the Portal or the App in breach of these terms of use, your right to use our Site, the Portal and the App will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

19 DO NOT RELY ON INFORMATION ON THE SITE OR THE PORTAL

19.1 The content on our Site, the Portal and the App is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site, the Portal or the App.

19.2 Although we make reasonable efforts to update the information on our Site, the Portal and the App, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site or the Portal is accurate, complete or up to date.

20 WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

20.1 Where our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

20.2 We have no control over the contents of those sites or resources.

21 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

21.1 Whether you are a consumer or a business user:
21.1.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
21.2 If you are a business user:

21.2.1 Where you are a business/commercial customer, we only supply the Products for internal use by your business, and you agree not to use the Products for any resale purposes (unless we specifically agree otherwise with you in advance in writing).
21.2.2 We exclude all implied conditions, warranties, representations or other terms that may apply to our Site, the Portal, the App and any content on either of them and in relation to any Services supplied to you.
21.2.3 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
21.2.4 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
21.2.4.1 use of, or inability to use, our Site, the Portal or the App; or
21.2.4.2 use of or reliance on any content displayed on our Site, the Portal or the App.
21.2.5 Subject to clause 21.1.1, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with our contract with you for:
21.2.5.1 loss of profits, sales, business, or revenue;
21.2.5.2 loss or corruption of data, information or software;
21.2.5.3 business interruption;
21.2.5.4 loss of anticipated savings;
21.2.5.5 loss of business opportunity, goodwill or reputation; or
21.2.5.6 any indirect or consequential loss or damage.
21.2.6 Subject to clause 21.1.1 (and subject to any other cap on liability that we agree with you in writing separately), our total liability to you for all losses arising under or in connection with our contract with you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed £500,000 or the amount paid by you in respect of the Products in the twelve month period immediately preceding the event giving rise to the liability, whichever is the lesser.

21.3 If you are a consumer user:
21.3.1 Please note that we only provide our Site, the Portal and the App for domestic and private use. You agree not to use our Site, the Portal and the App for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
21.3.2 We are responsible to you for foreseeable loss and damage caused by us only. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
21.3.3 If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
21.3.4 Nothing in these Terms affects your statutory rights as a consumer.

22 UPLOADING CONTENT TO THE PORTAL

22.1 Whenever you make use of a feature that allows you to upload content to the Portal, you must comply with the content standards set out in our Acceptable Use Policy.
22.2 You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
22.3 Any content you upload to the Portal will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content. The rights you license to us are described in Rights you are giving us to use material you upload.
22.4 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Portal constitutes a violation of their intellectual property rights, or of their right to privacy.
22.5 You are solely responsible for securing and backing up your content.

23 RIGHTS YOU ARE GIVING US TO USE MATERIAL YOU UPLOAD

23.1 When you upload or post content to the Portal, you grant us the following rights to use that content:
23.1.1 the right use and copy that content in order to provide the VCode requested by you; and
23.1.2 the right to store a copy of the content for our own administrative purposes.

24 WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

24.1 We do not guarantee that our Site, the Portal and the App will be secure or free from bugs or viruses.
24.2 You are responsible for configuring your information technology, computer programmes and platform to access our Site, the Portal and the App. You should use your own virus protection software.
24.3 You must not misuse our Site, the Portal and the App by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the Portal or the App, the server on which our Site, the Portal, or the App is stored or any server, computer or database connected to our Site, the Portal or the App. You must not attack our Site, the Portal or the App via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site, the Portal and the App will cease immediately.

25 RULES ABOUT LINKING TO OUR SITE

25.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
25.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
25.3 You must not establish a link to our Site in any website that is not owned by you.
25.4 Our Site must not be framed on any other Site, nor may you create a link to any part of our Site other than the home page.
25.5 We reserve the right to withdraw linking permission without notice.
25.6 The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy
25.7 If you wish to link to or make any use of content on our Site, the Portal or the App other than that set out above, please contact support@vcode.co.uk.

26 HOW WE MAY USE YOUR PERSONAL INFORMATION

26.1 How we will use your personal information
26.1.1 We will use the personal information you provide to us:
26.1.1.1 to supply the Products to you;
26.1.1.2 to process your payment for Credits and orders for the Products; and
26.1.1.3 if you agreed to this during the order process, to give you information about similar products/services that we provide, but you may stop receiving this at any time by contacting us.
26.2 We will only give your personal information to third parties where the law either requires or allows us to do so.
26.2.1 Please refer to our Privacy Policy for more information about how we may process your personal data

27 OTHER IMPORTANT TERMS

27.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.
27.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
27.3 Nobody else has any rights under these Terms. The contract is between you and us. No other person shall have any rights to enforce any of its terms.
27.4 If a court finds part of these Terms illegal, the rest will continue in force. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
27.5 Even if we delay in enforcing these Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
27.6 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to the Centre for Effective Dispute Resolution (CEDR) via their website at http://www.cedr.com/idrs, CEDR will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.

28 WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?

28.1 If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
28.2 If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.