26 Credit limit

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.

27 Availabilityand Service Credits

The Services are available subject to GUIDIZY’s Service Level Agreement. (“SLA”).

28 Support

During the Subscription Term of each Service, GUIDIZY will provide end user support in accordance with GUIDIZY’s Support Policy (“GUIDIZY Support Policy”) as set out in Schedule 4.

29 Professional Services

29.1 GUIDIZY will provide the professional consulting services (“Professional Services”) purchased in the applicable Order Form.

29.2 The scope of Professional Services will be as set forth in a Statement of Work referencing this Agreement and executed by both parties describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information (“SOW”).

29.3 Unless Professional Services are 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) for any excess services.

29.4 The Customer will reimburse GUIDIZY for reasonable travel and lodging expenses as incurred. The Customer may use anything delivered as part of the Professional Services in support of authorised use of the Services and subject to the terms regarding Customer’s rights to use the Service set out in attached Schedule 1 (GUIDIZY Services) and the applicable SOW, but GUIDIZY will retain all rights, title and interest in and to any such work product, code or deliverables and any derivative, enhancement or modification thereof created by GUIDIZY (or its agents).

30 Consequential Damages Waiver

30.1 Except for excluded claims (defined herein), neither party (nor its suppliers) shall have any liability arising out of or related to this Agreement for any 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.

31 Intellectual property rights

31.1 In consideration of the Price payable under this Agreement (the receipt and sufficiency of which GUIDIZY hereby acknowledges) and the parties’ mutual obligations under this Agreement GUIDIZY grants to the Customer a exclusive licence to use for the purposes of this Agreement the Intellectual Property Rights in the Services and the Deliverables and all other materials created by GUIDIZY pursuant to this Agreement.

31.2 Except as expressly agreed above, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.

31.3 Subject to the foregoing, each party shall be entitled to use in any way it deems fit any skills, techniques or Know-how acquired or developed or used in connection with this Agreement provided always that such skills, techniques or Know-how do not infringe the other party’s Intellectual Property Rights now or in the future or disclose or breach the confidentiality of the other party’s Confidential Information.

32 Limitation of liability

32.1 The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 32.

32.2 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.

33 Nature of Claims and Failure of Essential Purpose 

The parties agree that the waivers and limitations specified in this clause 33 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

33.1 Subject to clause 35.3, neither party shall be liable for consequential, indirect or special losses.

33.2 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

               33.2.1 death or personal injury caused by negligence;

               33.2.2 fraud or fraudulent misrepresentation; or

              33.2.3 any other losses which cannot be excluded or limited by applicable law.

              33.3 The limitations and exclusions of liability set out in clause 32 shall not apply in respect of any indemnities given by either party under this Agreement.     

34 Indemnity

34.1 GUIDIZY shall indemnify the Customer for any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim that the provision of the Services or the Deliverables infringes the Intellectual Property Rights of any third party (an IPR Claim).

               34.2 In the event that the Customer receives notice of any IPR Claim, it shall:

               34.2.1 notify GUIDIZY in writing as soon as reasonably practicable;

               34.2.2 not make any admission of liability or agree any settlement or                                   compromise of the IPR Claim without the prior written consent of GUIDIZY.                    (such consent not to be unreasonably withheld or delayed);       

34.2.3 let GUIDIZY at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion provided that if GUIDIZY fails to conduct the IPR Claim in a timely or proper manner the Customer may conduct the IPR Claim at the expense of GUIDIZY;

34.2.4 take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim; and

34.2.5 provide GUIDIZY with all reasonable assistance in relation to the IPR Claim(at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.

34.3 If any IPR Claim is made or is reasonably likely to be made, GUIDIZY may at its option:

34.3.1 procure for the Customer the right to continue receiving the relevant Services or using and possessing the relevant services; or

34.3.2 re-perform the infringing part of the Services or modify or replace the infringing part of the services so as to avoid the infringement or alleged infringement, provided the Services or the Deliverables remain in conformance to the Specification.

34.4 GUIDIZY’s obligations under clause 33.1 shall not apply to any Deliverables modified or used by the Customer other than in accordance with this Agreement or GUIDIZY’s reasonable written instructions.

35 Indemnification by Customer  

35.1 The Customer will indemnify, defend and hold harmless GUIDIZY from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) arising out of or in connection with any claim arising from or relating to any End Customer Data or breach or alleged breach by the Customer of clause 11 above.

35.2 This indemnification obligation is subject to the Customer receiving

35.2.1 prompt written notice of such claim (but in any event notice in sufficient time for the Customer to respond without prejudice);

35.2.2 the exclusive right to control and direct the investigation, defence, or settlement of such claim; and

35.2.3 all necessary cooperation of GUIDIZY at the Customer’s expense.

35.2.4 Notwithstanding the foregoing sentence:

(a) GUIDIZY may participate in the defence of any claim by counsel of its own choosing, at its cost and expense, and

(b) Customer will not settle any claim without GUIDIZY’s prior written consent, unless the settlement fully and unconditionally releases GUIDIZY and does not require GUIDIZY to pay any amount, take any action, or admit any liability.

35.3 In respect of any indemnity given by either party under this Agreement, the party which receives the benefit of the indemnity shall take all reasonable steps so as to reduce or mitigate the loss covered by the indemnity.

36 Insurance

36.1 GUIDIZY shall put in place and maintain the following insurance for the duration of this Agreement:

36.1.1 public liability insurance for not less than £1,000,000 in respect of each claim; and

36.1.2 professional indemnity insurance for not less than £1,000,000 in respect of each claim.

36.2 At the Customer’s request, GUIDIZY shall supply copies of the certificates of insurance.

37 Co-Marketing

37.1 GUIDIZY may request the Customer to participate in the   issuance of a joint press release (“Press Release“) on a mutually agreed date or the 90th day from the Commencement Date, whichever is earlier.

37.2 Each party will have the right to approve the Press Release in advance.

37.3 The Customer will also be invited to participate in other reasonable marketing activities that promote the benefits of the GUIDIZY Services to other potential customers and to use the Customer’s name and logo on GUIDIZY’s web site and in GUIDIZY promotional materials.

37.4 The Customer agrees that GUIDIZY may disclose the Customer as a customer of GUIDIZY.

38 Termination

38.1 This Agreement is effective as of the Commencement Date and expires on the date of expiration or termination of all Subscription Terms.

38.2 Either party may terminate this Agreement (including all related Order Forms) by giving notice in writing to the other party if the other party:

38.2.1 commits and fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice;  

38.2.2 ceases operation without a successor; or

38.2.3 seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

38.2.4 any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled. 

39 Effect of Termination

39.1 Upon any expiration or termination of this Agreement, the Customer will immediately cease any and all use of and access to all GUIDIZY Services (including any and all related GUIDIZY Technology) and delete (or, at GUIDIZY’s request, return) any and all copies of the Documentation, any GUIDIZY passwords or access codes and any other GUIDIZY Confidential Information in its possession.

39.2 Provided this Agreement was not terminated for the Customer’s breach, the Customer may retain and use internally copies of all reports exported from any Service prior to termination. The Customer acknowledges that following termination it will have no further access to any End Customer Data input into any Service, and that GUIDIZY may delete any such data as may have been stored by GUIDIZY at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

39.3 The following clauses of this Agreement shall survive any expiration or termination, howsoever caused:

                 39.3.1 Clause 11 (General Restrictions),

                 39.3.2 Clause 5 (Trial Subscriptions),

                 39.3.3 Clause 10 (End Customer Data),

                 39.3.4 Clause 35 (Indemnification by Customer)

                 39.3.5 Clause 15 (Aggregated Anonymous Data),

                 39.3.6 Clause 19 (Ownership),

                 39.3.7 Clause 24 (Fees and Payment),

                 39.3.8 Clause 25 (Payment by Credit Card),

                 39.3.9 Clause 38 (Term and Termination),

                 39.3.10 Clause 21 (Warranty Disclaimer),

                 39.3.11 Clause 32 (Limitation of Remedies and Damages),

                 39.3.12 Clause 35 (Indemnification),

                 39.3.13 Clause 41 (Confidential Information), and

                 39.3.14 Clause (General Terms).

together with any other provision of this Agreement which expressly or by implication is intended to survive termination.

40 Data protection

40.1 Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, set out in Schedule 3.

41 Confidential information

41.1 Each party (as “Receiving Party“) agrees that all code, inventions, know-how, business, technical, customers, clients, suppliers, plans or strategy and financial information it obtains from the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information“), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.

41.2 A party may:

41.2.1 subject to clause 30.5, disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 30 as if it were a party;

41.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

41.2.3 subject to clause 30.5, use Confidential Information only to perform any obligations under this Agreement.

41.3 Each party recognises that any breach or threatened breach of this clause 30 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

41.4 This clause 30 shall bind the parties during the Subscription Term and for a period of five years following termination of this Agreement.

41.5 To the extent any Confidential Information is Protected Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of Schedule 3.

41.6 The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

42 Anti-bribery

42.1 For the purposes of this clause the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and guidance published under it.

42.2 The Customer shall ensure that it and each person referred to in clauses 42.2.1 to 42.2.3 (inclusive) does not, by any act or omission, place GUIDIZY in breach of any Bribery Laws. The Customer shall comply with all applicable Bribery Laws in connection with the performance of the Services and this Agreement, ensure that it has in place adequate procedures to prevent any breach of this clause and ensure that:

42.2.1 all of the Customer’s personnel and all direct and indirect sub-contractors, suppliers, agents and other intermediaries of the Customer;

42.2.2 all others associated with the Customer; and

42.2.3 each person employed by or acting for or on behalf of any of those persons referred to in clauses 42.2.1 and/or 42.2.2,

involved in performance of obligations under this Agreement so comply.

42.3 Without limitation to clause 42.2, the Customer shall not in connection with the performance of this Agreement make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

42.4 The Customer shall immediately notify GUIDIZY as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 42.

42.5 Any breach of this clause by the Customer shall be deemed a material breach of this Agreement that is not remediable and shall entitle GUIDIZY to immediately terminate this Agreement by notice under clause 2.1.

43 Modern slavery

43.1 The Customer undertakes, warrants and represents that:

43.1.1 neither the Customer nor any of its officers, employees, agents or sub-contractors has:

(a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

43.1.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;

43.1.3 it shall notify GUIDIZY immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under Clause 43. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.

43.2 Any breach of clause 43.1 by the Customer shall be deemed a material breach of this Agreement that is not remediable and shall entitle GUIDIZY to immediately terminate this Agreement by notice under clause 38.2.1.

44 Dispute resolution

44.1 Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause.

44.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

44.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

44.3.1 within 14 days of service of the notice, a director of the parties shall meet to discuss the dispute and attempt to resolve it;

44.3.2 if the dispute has not been resolved within 14 daysof the first meeting of the directors, then the matter shall be reconsidered and further reviewed in a second attempt to resolve it.

44.4 The specific format for the resolution of the dispute under clause 44.3.1 and, if necessary, clause 44.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.

44.5 If the dispute has not been resolved within the 14 daysof the first meeting of the directors (or equivalent) under clause 44.3.2 then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

45 Entire agreement

45.1 The parties agree that this Agreement and documents entered into pursuant to it, constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

45.2 Each party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

45.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.

46 Notices

   46.1 Any notice or other communication given by a party under this Agreement shall:

               46.1.1 be in writing and in English;

               46.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

               46.1.3 be sent to the relevant party at the address set out herein.

               46.2 Notices may be given, and are deemed received:

               46.2.1 by hand: on receipt of a signature at the time of delivery;

               46.2.2 by UK post: at 9.00 am on the second Business Day after posting;

               46.2.3 by email on receipt of a delivery email from the correct address.

                46.3 Notices and other communications shall be sent to:

               46.3.1 GUIDIZY for the attention of  Saibabu Malisetti at its registered office address

               and

               46.3.2 The Customer Company or the attention of

                46.4 Any change to the contact details of a party as set out in clause 46.3 shall

                be notified to the other party in accordance with clause 46.1 and shall be effective:  

               46.4.1 on the date specified in the notice as being the date of such change; or

               46.4.2 if no date is so specified, 3 Business Days after the notice is deemed to  be received.

                46.5 All references to time are to the local time at the place of deemed receipt.

                46.6 This clause does not apply to notices given in legal proceedings or arbitration. 

47 Force majeure

47.1 In this clause ‘Force Majeure’ means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement.

47.2 A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:

47.2.1 promptly notifies the other of the Force Majeure event and its expected duration; and

47.2.2 uses reasonable endeavours to minimise the effects of that event.

47.3 If, due to Force Majeure, a party:

47.3.1 is or is likely to be unable to perform a material obligation; or

47.3.2 is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 90 Business Days,

the other party may terminate this Agreement on not less than twelve (12) weeks’ written notice.

48 Further assurance

Each party shall at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.

49 Variation

No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

50 Assignment and sub-contracting

50.1 This Agreement binds and inure to the benefit of each party’s permitted successors and assignees.

50.2 GUIDIZY may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, provided that it gives prior written notice to the Customer.

50.3 Either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities without notice to the other party.

50.4 The Customer shall not assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, in whole or in part, without GUIDIZY’s prior written consent.

50.5 Any attempt to transfer or assign this Agreement except as expressly authorized under this clause 50 will be null and void.

51 Set off

Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

52 No partnership or agency

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

53 Severance

53.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

53.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

54 Waiver

54.1 No failure, delay or omission by either partyin exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

54.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

54.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

55 Compliance with law

Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause 55 to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).

56 Conflicts within agreement

56.1 In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:

               56.1.1 the terms and conditions in the main body of this Agreement and;

               56.1.2 the other Schedules

               56.2 Subject to the above order of priority between documents, later versions                   of documents shall prevail over earlier ones if there is any conflict or                                   inconsistency between them.

57 Feedback

56.3 Customer, from time to time, may submit Feedback to GUIDIZY. GUIDIZY may freely use or exploit Feedback in connection with any of its products or services.

58 Costs and expenses

Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).

59 Third party rights

59.1 GUIDIZY Services may support integrations with certain Third-Party Platforms.

59.2 For GUIDIZY Services to communicate with such Third-Party Platforms, the Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms.

59.3 By enabling use of the GUIDIZY Services with any Third-Party Platform, the Customer authorizes GUIDIZY to access Customer’s accounts with such Third-Party Platform for the purposes described in this Agreement.

59.4 The Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms.

59.5 The Customer acknowledges and agrees that GUIDIZY has no responsibility or liability for any Third-Party Platform, or any End Customer Data exported to a Third-Party Platform.

59.6 GUIDIZY does not guarantee that the GUIDIZY Services will maintain integrations with any Third-Party Platform and GUIDIZY may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer.

59.7 For clarity, this Agreement governs Customer’s use of and access to the GUIDIZY Services, even if accessed through an integration with a Third-Party Platform.

59.8 Except as expressly provided for in this clause 59, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.

59.9 The Affiliates of GUIDIZY shall have the right to enforce the provisions of this Agreement.

60 Governing law

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.

61 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive   jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

GUIDIZY Services

GUIDIZY Service Overview

GUIDIZY Service is a suite of messaging and audio, video calling communication “software-as-a-service” offered through a single platform.

GUIDIZY Services are designed to enable Customer to offer GUIDIZY Communication to their End Customers through the entire lifecycle of their relationship with the Customers and to provide a set of tools such as Customer Account Owner Portal, Agent Console, Appointment Console, Agent Application for accessing and managing Customer Data regarding those End Customers.

GUIDIZY supports to record all the audio, video calls along with screen sharing facilitated via GUIDIZY Communication and store the recorded media is encrypted at rest on cloud storage and also provide facility to download the recorded media for quality and auditing purposes.  

Duration of how long (1/2/3 etc. months) this storage is maintained is based on the GUIDIZY subscription plan the Customer has signed up for.   Once the allowed storage duration elapses the recorded media will be permanently deleted from cloud storage.

The Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. The Service also include GUIDIZY Code, GUIDIZY Button deployed on Customer Assets to enable GUIDIZY Communication on customer assets.

 Prices

Visit to Pricing section on GUIDIZY website http://guidizy.com for the list of Subscription Price plans supported by GUIDIZY.

Data protection

Operative provisions

Definitions

1.1 In this Schedule:

Customer’s compliance with Data Protection Laws

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. The Customer shall ensure all instructions given by it to GUIDIZY in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws. Nothing in this Agreement relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.

Supplier’s compliance with Data Protection Laws

GUIDIZY shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Agreement.

Indemnity

The Customer shall indemnify and keep indemnified GUIDIZY against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Customer of its obligations under this Schedule.

Instructions

 1.2 GUIDIZY shall only process(and shall ensure Supplier Personnel only process) the Protected Data in accordance with Section 1 of Part B of this Schedule and this Agreement (including with regard to any transfer to which paragraph 0 of this Part A relates), except to the extent:

1.2.1 that alternative processing instructions are agreed between the parties in writing; or

1.2.2 otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).

1.3 Without prejudice to paragraph 0of this Part A, if GUIDIZY believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

Security

1.4 GUIDIZY shall implement and maintain the technical and organisational measures set out in Section 2 ofPart B of this Schedule to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

1.5 During the period in which GUIDIZY processesany Protected Data, the Customer shall undertake a documented assessment at least every 12 months of whether the security measures implemented in accordance with paragraph 1.4 of this Part A are sufficient (taking into account the state of technical development and the nature of processing) to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. The Customer shall notify GUIDIZY within 10 days of full details of the assessment and its outcome and of any additional measures the Customer believes are required as a result of the assessment. GUIDIZY shall not be obliged to implement any further or alternative security measures except as agreed as a binding variation of this Agreement.

Sub-processing and personnel

1.6 GUIDIZY shall:

1.6.1 not permit any processing of Protected Data by any Sub-Processor without the prior specific written authorisation of the Customer;

1.6.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, ensure each Sub-Processor is appointed under a binding written contract containing materially the same obligations as under this Schedule (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) and ensure each such Sub-Processor complies with all such obligations;

1.6.3 remain fully liable to the Customer under this Agreement for all the acts and omissions of each Sub-Processor as if they were its own; and

1.6.4 ensure that all persons authorised by GUIDIZY or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data

List of authorised Sub-Processors

The Customer authorises the appointment of the Sub-Processors listed below:

Further Sub-Processors

The Customer shall reply to any communication from GUIDIZY requesting any further prior specific authorisation of a Sub-Processor pursuant to paragraph 1.6.1 of this Part A promptly and in any event within 10 Business Days of request from time to time. The Customer shall not unreasonably withhold, delay or condition any such authorisation.

Assistance

1.7 GUIDIZY shall (at the Customer’s cost and expense) assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPRtaking into account the nature of the processing and the information available to GUIDIZY.

1.8 GUIDIZY shall (at the Customer’s cost and expense) and taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPRin respect of any Protected Data.

1.9 GUIDIZY shall refer to the Customer all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPRwhich relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by applicable law.

International transfers

GUIDIZY shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written authorisation of the Customer except where required by applicable law (in which case the provisions of paragraph 1.2 of this Part A shall apply).

Audits and processing

GUIDIZY shall, in accordance with Data Protection Laws, make available to the Customer on request such information that is in its possession or control as is necessary to demonstrate GUIDIZY’s compliance with the obligations placed on it under this Schedule and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR, and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this paragraph 0). To the extent consistent with the forgoing, GUIDIZY shall, however, be entitled to withhold Other customer data, Employee and Contractor data, Sub-Processor data, Intellectual data, Financial data, and other confidential data of GUIDIZY business operations where it is commercially sensitive or confidential to it or its other customers.

Breach

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.

Deletion/return

1.10 On the end of the provision of the Services relating to the processingof Protected Data (the Processing End Date), at the Customer’s cost and expense and the Customer’s option, GUIDIZY shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires GUIDIZY to store such Protected Data. To the extent the Customer has not notified GUIDIZY within 90 days of the Processing End Date that it requires the return of any Protected Data GUIDIZY irrevocably authorised to securely dispose of the Protected Data at the Customer’s cost and expense.

1.11 On request from the Customer GUIDIZY shall confirm in writing whether or not it has complied with its obligations to dispose of the Protected Dataunder paragraph 1.10 of this Part A.

Survival

1.12 This Schedule shall survive termination or expiry of this Agreement:

        1.12.1 indefinitely in the case of paragraphs 0 and 0 of this Part A; and

        1.12.1 in the case of all other paragraphs and provisions of this Schedule, until the later of:

        (a) the termination or expiry of this Agreement; or

        (b) return or secure deletion or disposal of the last of the Protected Datain GUIDIZY’s (or any of its Sub-Processor’s) possession or control in accordance with this Agreement.

Data processing and security details

Section 1—Data processing details

Processing of the Protected Data by GUIDIZY under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1 of this Part B.

Subject-matter of processing:

Subject-matter of processing of Protected data by the Processor is the provision of the Service to the Controller that involves the processing of Protected data. Protected data will be subject to those processing activities as may be specified in GUIDIZY’s Privacy Policy.

Duration of the processing:

Duration of the processing of the Protected data is set out in the main Terms and Conditions of GUIDIZY Service in the preceding sections of this document.

Nature and purpose of the processing:

Protected Data is Processed for the purpose of delivering the GUIDIZY Service to Customers and End customers and operating the GUIDIZY Website and GUIDIZY’s hosted SaaS platform.

Type of Personal Data:

• Customer and Customer’s Company data (First Name, Last Name, Title, Email, Contact Number, Company Name, Company address)
• EndCustomers’ Data (First Name, Last Name, Email, Contact Number)
• Customers’ and End Customers’ Device Data (operating system type and version number; browser type; screen resolution; IP address; unique device identifiers)
• Customers’ Payment information (credit card information).

Categories of Data Subjects:

• Visitors of GUIDIZY Website
• Customers of GUIDIZY
• End Customers
• Employees and Contractors of GUIDIZY

Specific processing instructions:

Protected data will be processed in accordance with the main Terms and Conditions of GUIDIZY Service set out in the preceding sections of this document and GUIDIZY Security Policy set out in Section 2 of this Part B and may be subject to the following processing activities:

• Storage and other processing necessary to provide, maintain and improve GUIDIZY Service provided to customer pursuant to the terms of customer your services agreement GUIDIZY Service; and/or
• Disclosures in accordance with the terms of your services agreement with GUIDIZY, including with respect to compliance with laws.

GUIDIZY Security Policy

GUIDIZY shall implement and maintain the following technical and organisational security measures to protect the Protected Data:

Section 2—Minimum technical and organisational security measures

Overview

At GUIDIZY we take security, privacy and protection of customer data extremely seriously adhering to enterprise-level security standards that keep your customer data protected.

This GUIDIZY Security Policy describes the organizational and technical measures implemented by GUIDIZY across its service platform to prevent unauthorized access, use, alteration or disclosure of customer data.

Infrastructure

All the GUIDIZY services, data and software is hosted and operate on OVH Cloud Platform (https://www.ovhcloud.com/en-gb/ ) one of the well-known cloud hosting platform in the world and known for its a highly scalable cloud computing platform with end-to-end security and privacy features built in; This security policy describes activities of GUIDIZY within all the Nodes / Instances used by GUIDIZY on its end-to-end production cluster hosted and running on UK data centre based Nodes / Instances of OVH Cloud unless otherwise specified.

All the OVH cloud hosted GUIDIZY service and infrastructure its production access restricted to operations support staff only.

Security Team

Our infrastructure and security team includes people who’ve played lead roles in designing, building, and operating highly secure Internet facing systems at companies ranging from start-ups to large public companies.

For our initial operational launch in UK, we have our security team distributed across INDIA, UK and to continuously monitor our application hosting infrastructure. 

Our team is constantly monitoring security notifications from all 3rd party software libraries and our cloud hosting partner OVH (https://www.ovhcloud.com/en-gb/) and if identified, we immediately apply any relevant security patches as soon as they are released. Our engineers work together with the product teams to ensure that all of GUIDIZY’s code and infrastructure follows a secure development lifecycle process.

GUIDIZY Production Infrastructure Security Compliance (ISO/IEC 27001, 27701 and health data hosting compliance)

All the nodes / instances of GUIDIZY Service’s end to end production cluster is hosted on 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, vulnerabilities and implementing business continuity, as well as a privacy information management system (PIMS).

Engineering and Operations Best Practices

We architect and design GUIDIZY services with high availability in mind. Our goal is to deliver 99.99% uptime and availability of GUIDIZY Service to all our clients. In order to achieve this goal, we follow below practices

• Immutable infrastructure– We never make changes to live code or running servers in production and where applicable, we treat both our software and our infrastructure configuration as our code libraries in order to make sure all changes go through a formal code review, automated testing and automated deployment process.
• Automated Build and Deployment Process– We are using continuous integration and deployment automation and configuration management tools to build, test and deploy code multiple times a day.
• Incident response– Our dedicated infrastructure and security team is on a rotating on-call schedule to respond to any security or availability incidents immediately.
• Authorized Access and Controls– GUIDIZY enables permission levels to be set for any employees with access to GUIDIZY. We follow the principle of least privilege for any system with access to personal data and have automated tool-based control and logging of data access, entry, deletion, and modification.

Data, Data Transfer and Data Centre

All the customer data, application data is stored in the multi-tenant data stores of OVH Cloud hosted data centres based out of London, UK data centre, and the data centres themselves are secured with a variety of physical controls, software firewalls to prevent unauthorized access.

All data sent to or from GUIDIZY is encrypted in transit using secure HTTPS protocol.

All the recorded media (i.e., audio, video calls along with screen sharing) facilitated via GUIDIZY Communication will be encrypted at rest on S3 cloud object storage using industry standard AES-256 encryption algorithm

GUIDIZY do not have individual datastores for each customer, however strict privacy controls exist in our application code that are designed to ensure data privacy and to prevent one customer from accessing another customer’s data (i.e., logical separation). We have many unit and integration tests in place to ensure these privacy controls work as expected. These tests are run every time our codebase is updated and even one single test failing will prevent new code being shipped to production.

Each GUIDIZY system used to process customer data is adequately configured and pathed using commercially-reasonable methods according to industry-recognized system-hardening standards.

GUIDIZY engages certain sub-processors to process customer data. These sub-processors are listed at http://guidizy.com/company/legal/subprocessors, as may be updated by GUIDIZY from time to time.

Application

• Authentication
  • GUIDIZY is served 100% over https with all of GUIDIZY services hosted on secured servers hosted on OVH Cloud platform (https://www.ovhcloud.com/en-gb/)
  • We have two-factor authentication (2FA) and strong password policies to ensure access to cloud services are protected.

Email Security (over HTTPS)

GUIDIZY supports TLS encryption on all inbound and outbound email. For an explanation of how email encryption works, we recommend this overview from Google.

Customer Responsibilities

• Managing your own user accounts and roles from within the GUIDIZY services.
• Protecting your own account and user credentials by using two-factor authentication for all of your employees accessing the GUIDIZY services.
• Compliance with the terms of your services agreement with GUIDIZY, including with respect to compliance with laws.
• Promptly notifying GUIDIZY if a user credential has been compromised or if you suspect possible suspicious activities that could negatively impact security of the GUIDIZY services or your account.
• You may not perform any security penetration tests or security assessment activities without the express advance written consent of GUIDIZY.              

Section 1 — GUIDIZY Support Policy

This Support Policy (“GUIDIZY Support Policy“) accompanies GUIDIZY’s main SaaS Terms of Service, available at http://guidizy.com/terms-of-service entered into between you (“Customer“) and GUIDIZY.

GUIDIZY offers support services for the Service (“Support “) in accordance with the following terms:

A Support Hours – Support is provided 24 hours per day, 7 days per week.

B Reporting Incident and Customer Cooperation – Customer may report errors or abnormal behaviour of the Service (“Incidents“) by contacting GUIDIZY via email at support@guidizy.com. Customer will provide information and cooperation to GUIDIZY as reasonably required for GUIDIZY to provide Support. This includes, without limitation, providing the following information to GUIDIZY regarding the Incident:

• Details about which features, parts of the GUIDIZY service that are unavailable or not functioning correctly
• Impact of the Incident on Customers’ staff and their End Users / End Customers
• Start Date and Time of Incident
• List of steps to reproduce Incident
• Relevant Screen shots, log files, Error Messages or any other relevant data

1. Incident Response. GUIDIZY’s Support team will aim to resolve the reported Incidents on First Come First Served basis unless within 3 business days, unless the reported incident falls into any of the priority level (“Priority Level“) listed in the table below.

1. Exclusions – GUIDIZY will have no obligation to provide Support to the extent an Incident arises from:
2. Use of the Service by Customer in a way that is not authorized or not recommended in the Agreement or the applicable Documentation;
3. General Internet problems, force majeure events or other factors outside of GUIDIZY’s reasonable control;
4. Customer’s equipment, software, network connections or other infrastructure
5. third party systems, acts or omissions.

Section 2 – GUIDIZY AUP

This GUIDIZY AUP (GUIDIZY Acceptable Use Policy) applies to GUIDIZY’s

(a) websites (including without limitation guidizy.com, www.guidizy.co.uk, www.guidizy.in, www.guidizy.co.in, *.guidizy.com, and any successor, sub-domain URLS

 (b) GUIDIZY App(s), GUIDIZY Service(s) (collectively, “GUIDIZY App Services”).

To keep the GUIDIZY App Services running safely and smoothly, we need our users to agree not to misuse them. Specifically, you agree not to:

1. probe, scan, or test the vulnerability of any system or network used with the GUIDIZY App Services;
2. tamper with, reverse engineer or hack the Services, circumvent any security or authentication measures of the GUIDIZY App Services or attempt to gain unauthorized access to the GUIDIZY App Services (or any portion thereof) or related systems, networks or data;
3. modify or disable the GUIDIZY App Services or use the GUIDIZY App Services in any manner that interferes with or disrupts the integrity or performance of the GUIDIZY App Services or related systems, network or data;
4. access or search the GUIDIZY App Services by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the GUIDIZY App Service in any medium, including without limitation by any automated or non-automated “scraping”;
5. overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the GUIDIZY App Services that consume extraordinary resources, such as by:
   1. using “robots,” “spiders,” “offline readers” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time using a normal browser; or
   2. going far beyond the use parameters for any given Service as described in its corresponding documentation;
6. solicit any users of our GUIDIZY App Services for commercial purposes;
7. use the GUIDIZY App Services to generate or send unsolicited communications, advertising or spam, or otherwise cause GUIDIZY App Services to become impaired in its ability to send communications on its own or on its customers’ behalf (e.g., by causing GUIDIZY to become registered on any Email DNS blocked list or otherwise be denied services by any other third-party communications service provider);
8. misrepresent yourself or disguise the origin of any data, content or other information you submit (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with GUIDIZY or any third party) or access the GUIDIZY App Services via another user’s account without their permission;
9. use the GUIDIZY App Services for any illegal purpose or in violation of any laws (including without limitation data, privacy and export control laws);
10. use the Services to violate the privacy of others, or to collect or gather other users’ personal information (including account information) from our GUIDIZY Ap Services;
11. use the GUIDIZY App Services to stalk, harass, bully or post threats of violence against others;
12. submit (or post, upload, share or otherwise provide) data, content or other information that
    1. infringes GUIDIZY ‘s or a third party’s intellectual property, privacy or other rights or that you don’t have the right to submit (including confidential or personal information you are not authorized to disclose);
    2. that is deceptive, fraudulent, illegal, obscene, defamatory, libellous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in GUIDIZY’s discretion;
    3. contains viruses, bots, worms, scripting exploits or other similar materials;
    4. that could otherwise cause damage to GUIDIZY or any third party;
13. promote or advertise products or services other than your own without appropriate authorization;
14. use meta tags or any other “hidden text” including GUIDIZY’s or our suppliers’ product names or trademarks; or
15. permit or encourage anyone else to commit any of the actions above.

Without affecting any other remedies available to us, 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 its GUIDIZY AUP.