Terms & conditions

1. Agreement to Terms

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1.1 Binding Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Overvue.ai Ltd ("Overvue", "we", "us", or "our"), a company registered in England and Wales. By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Data Processing Agreement. You represent and warrant that you have the authority to enter into this agreement and are at least 18 years of age. If you are entering into this agreement on behalf of an entity, you represent and warrant that you have the legal authority to bind such entity to these Terms.

1.2 Definitions

For the purposes of these Terms: "Service" means all Overvue products, software, services, applications, features, and functionalities provided by Overvue. "User Data" means all data, content, and information uploaded, transmitted, or processed through the Service by you or your authorized users. "Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, 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, and all other intellectual property rights, whether registered or unregistered. "Subscription Period" means the period for which you have paid to use the Service, including any renewal periods. "Fees" means all charges, costs, and expenses associated with your use of the Service.

2. Description of Service

2.1 Core Services

Overvue provides a comprehensive suite of B2B data analysis services through its proprietary platform. The Service includes professional B2B data aggregation services, Ideal Customer Profile (ICP) analysis and recommendations, business intelligence capabilities, customer insights generation, and B2B relationship analytics. The Service may also include data visualization tools, custom reporting capabilities, API access where applicable, and integration capabilities with third-party services.

2.2 Service Delivery

We deliver the Service primarily through our web-based platform, with additional access available through authorized API endpoints where applicable. The Service is provided subject to our security protocols and in accordance with our service level agreements. All service delivery is conducted in compliance with applicable data protection laws and industry standards. We maintain appropriate technical and organizational measures to ensure the security and reliability of the Service.

2.3 Service Modifications

We retain the right to modify, enhance, or discontinue any aspect of the Service at our sole discretion. Such modifications may include, but are not limited to, changes in functionality, user interface, technical requirements, and API specifications. We will provide reasonable notice of any material changes that may substantially affect your use of the Service. Continued use of the Service following any modification constitutes your acceptance of the modified Service.

3. User Responsibilities

3.1 Account Registration and Security

You are responsible for maintaining the security and confidentiality of your account credentials. This responsibility includes, but is not limited to, creating and using strong passwords, implementing appropriate access controls, and promptly notifying us of any suspected unauthorized access. You must maintain accurate and up-to-date business information associated with your account and are solely responsible for all activities occurring under your account credentials.

3.2 Data Upload Authority and Compliance

You represent, warrant, and covenant that you possess all necessary rights, permissions, and authority to share and process data through the Service. This includes maintaining documented organizational authority for data sharing, obtaining required consents, and implementing appropriate data governance policies. You shall conduct regular reviews of your data sharing permissions and maintain comprehensive records of all data processing activities.

4. Acceptable Use

4.1 Permitted Uses

The Service shall be used solely for legitimate business purposes in accordance with these Terms. You may access and use the Service to analyze business data, generate insights, export results, and share findings within your organization. All use must comply with applicable laws, regulations, and industry standards.

4.2 Prohibited Uses

You shall not, and shall not permit any third party to, engage in any of the following prohibited activities: (a) uploading data without proper authorization; (b) sharing or distributing access credentials; (c) attempting to access other customers' data or unauthorized portions of the Service; (d) reverse engineering, decompiling, or disassembling any aspect of the Service; (e) uploading non-business or personal contact information except as explicitly permitted; (f) using the Service for any unlawful purpose; or (g) interfering with or disrupting the integrity of the Service or its related systems.

4.3 Usage Monitoring

We reserve the right to monitor Service usage to ensure compliance with these Terms. This monitoring may include automated systems and manual review processes. Any violation of these acceptable use provisions may result in immediate suspension or termination of your access to the Service.

5. Data Rights and Usage

5.1 Ownership of User Data

You retain all right, title, and interest in and to your User Data. Nothing in these Terms shall be construed as transferring ownership of your User Data to us. You grant us a worldwide, non-exclusive, royalty-free license to use, copy, transmit, store, and backup your User Data solely for the purposes of providing the Service and as otherwise permitted by these Terms.

5.2 Data Processing Rights

We shall process User Data solely in accordance with your instructions and these Terms. We may analyze User Data in an aggregated and anonymized format to improve our services, provided that such analysis does not identify you or any individual data subjects. We shall implement appropriate technical and organizational measures to protect User Data against unauthorized access, alteration, or destruction.

5.3 Data Retention and Deletion

We shall retain User Data for the duration of the Subscription Period and for a reasonable period thereafter as required by law or as necessary for legitimate business purposes. Upon termination of these Terms, we shall delete or return all User Data in accordance with our data retention policies and applicable law.

6. Service Levels and Support

6.1 Service Availability

We shall use commercially reasonable efforts to maintain Service availability of 99.9% during each calendar month, excluding scheduled maintenance periods. We shall provide reasonable advance notice of any scheduled maintenance that may affect Service availability.

6.2 Technical Support

We shall provide technical support during standard business hours (Monday to Friday, 9:00 AM to 5:00 PM GMT, excluding public holidays). Support services include assistance with Service functionality, troubleshooting, and resolution of technical issues. Additional support services may be available subject to separate agreement and additional fees.

6.3 Service Level Remedies

In the event we fail to meet our service level commitments, you may be entitled to service credits as specified in our Service Level Agreement. Such service credits shall constitute your sole and exclusive remedy for any failure to meet service levels.

7. Fees and Payment

7.1 Payment Terms

All Fees shall be paid in accordance with the applicable Subscription Plan without setoff or deduction. Fees are exclusive of all applicable taxes, levies, or duties, which are your responsibility. Payment must be made through our authorized payment processors, and you shall bear any associated processing fees.

7.2 Fee Modifications

We may modify our Fees upon thirty (30) days' prior written notice, provided that: (a) any increase shall not take effect until the expiration of your current Subscription Period; (b) Fees shall not be increased more than once in any twelve (12) month period; and (c) any increase shall not exceed 10% of the then-current Fees unless necessitated by market conditions or increased service costs.

7.3 Late Payment

Any payment not received within fourteen (14) days of the due date shall accrue interest at the rate of 1% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend Service access until all outstanding amounts are paid in full. You shall reimburse us for all reasonable costs incurred in collecting overdue payments.

8. Updates and Maintenance

8.1 Service Updates

We may implement Updates to the Service at our discretion, including modifications to functionality, user interface, or technical specifications. We shall provide reasonable notice of any Update that materially affects Service functionality or availability. Updates may require you to modify your systems or procedures to continue using the Service.

8.2 Maintenance Windows

Scheduled maintenance shall be performed during off-peak hours whenever possible. We shall provide at least forty-eight (48) hours' advance notice of any scheduled maintenance requiring Service interruption. Emergency maintenance may be performed without notice when necessary to maintain Service security or stability.

9. Term and Termination

9.1 Term

These Terms commence on the date you first accept them and continue until all Subscription Periods have expired or been terminated. Each Subscription Period shall automatically renew for subsequent periods equal to the expiring Subscription Period unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current Subscription Period.

9.2 Termination Rights

Either party may terminate these Terms: (a) at the end of the current Subscription Period with proper notice; (b) immediately upon written notice if the other party materially breaches any provision of these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (c) immediately upon written notice if the other party becomes insolvent or is the subject of a bankruptcy, insolvency, or similar proceeding.

9.3 Effects of Termination

Upon termination of these Terms: (a) all rights granted hereunder shall immediately terminate; (b) you shall cease all use of the Service; (c) each party shall return or destroy all Confidential Information of the other party; (d) we may delete all User Data after thirty (30) days; and (e) you shall pay all outstanding Fees within five (5) business days. Any provision that by its nature or express terms should survive termination shall survive termination or expiration of these Terms.

10. Intellectual Property

10.1 Ownership

We retain all right, title, and interest in and to the Service, including all related Intellectual Property Rights. These Terms do not grant you any rights to our Intellectual Property Rights except for the limited license expressly set forth herein. All feedback, suggestions, or improvements you provide regarding the Service shall automatically become our exclusive property without any obligation of compensation.

10.2 License Grant

Subject to your compliance with these Terms and payment of applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Period solely for your internal business purposes.

10.3 Restrictions

You shall not: (a) modify, adapt, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service; (c) remove or alter any proprietary notices or markings; (d) access the Service to build a competitive product or service; or (e) use the Service in any manner that exceeds the scope of the license granted herein.

11. Data Storage and Security

11.1 Security Measures

We implement and maintain reasonable technical and organisational security measures designed to protect User Data from unauthorised access, disclosure, alteration, or destruction. These measures include encryption, access controls, system monitoring, and backup procedures.

11.2 Data Backup

We perform regular backups of User Data stored within the Service. However, you acknowledge that no backup system is infallible, and you are responsible for maintaining separate backup copies of any critical User Data. We shall not be liable for any loss or corruption of User Data, regardless of cause.

11.3 Security Incidents

We shall notify you promptly of any known security incident affecting User Data and shall cooperate reasonably with any investigation or remediation efforts. You shall notify us immediately of any known or suspected security vulnerabilities in the Service or unauthorized access to your account.

12. Privacy and Data Protection

12.1 Data Processing

We process Personal Information in accordance with our Privacy Policy and applicable data protection laws. You shall ensure that you have obtained all necessary consents and provided all required notices to data subjects whose Personal Information is processed through the Service.

12.2 Compliance Requirements

Each party shall comply with its respective obligations under applicable data protection laws. You shall implement appropriate privacy policies and procedures within your organization and shall ensure that all users of the Service comply with such policies.

12.3 Data Transfer

Any transfer of Personal Information across international borders shall be conducted in compliance with applicable data transfer requirements, including the implementation of appropriate safeguards as required by law.

13. Liability and Warranties

13.1 Service Warranty

We warrant that the Service will perform substantially in accordance with its documentation under normal use. Your exclusive remedy for breach of this warranty shall be the correction of non-conforming Service features or, if we cannot make such correction within a reasonable time, termination of the affected Service with a refund of prepaid unused Fees.

13.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13.3 Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

14. Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

14.2 Jurisdiction

The courts of England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, and the parties submit to the exclusive jurisdiction of such courts.

14.3 Informal Resolution

Before initiating any legal proceeding, the parties shall attempt to resolve any dispute through good faith negotiations between senior executives of each party for a period of not less than thirty (30) days.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.

15.2 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to any successor to our business or assets without restriction.

15.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

15.4 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, or failure of third-party providers.

16. Contact Information

Overvue.ai Ltd 68 Richmond House, 23-31 Richmond Hill Bournemouth, BH2 6EZ United Kingdom Email: support@overvue.ai

17. Modifications to Terms

We reserve the right to modify these Terms at any time. Any modifications will become effective thirty (30) days after posting or notification to you. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service before the effective date.

Last Updated: December 9, 2024

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Privacy policy

1. Introduction

Overvue Ltd ("we," "our," or "us") provides B2B data aggregation and Ideal Customer Profile (ICP) analysis services. This Privacy Policy explains how we handle your data in the context of providing business intelligence and analytics services.

2. Key Points About Your Data

- Your data stays yours - no sharing with other customers

- Only you can see your raw data

- Data is stored securely in UK/EU Azure datacenters

- We only use your data to generate ICP insights for you

- Data processing is strictly limited to B2B purposes

3. What Data We Collect

By uploading data to Overvue, you warrant and represent that:

- You have explicit organisational authority to share this B2B data

- You are authorised by your company to make decisions about data processing

- You have the necessary internal permissions to share business contact information

- You maintain records of your authority to share this data

From Your Account

- Business email address

- Professional account information

- Service usage data

- Data You Upload

We strictly limit data collection to necessary B2B professional information:

- Business contact details (first and last names)

- Professional email addresses only

- Company names and websites

- Professional LinkedIn profile URLs

- Company LinkedIn URLs

- Associated business relationship data

4. How We Use Data

Core Service

- Generate your ICP recommendations using B2B data analysis

- Provide business insights about your customer base

- Maintain and improve our analysis service

- Create historical reports and analytics

Technical Purposes

- Maintain service security and integrity

- Monitor service performance

- Prevent technical issues

- Ensure data protection compliance

5. Data Storage & Security

Storage

- Data is stored in UK/EU Azure datacenters

- Any potential data transfers use appropriate safeguards

- Microsoft Azure's infrastructure complies with UK/EU data protection requirements

- Strict data isolation between customers

Security

- Enterprise-grade encryption at rest and in transit

- Role-based access controls

- Regular security audits

- Continuous monitoring and threat detection

6. Your Rights

You can:

- Access your business data anytime

- Update or correct your data

- Delete specific data points

- Export your data

- Stop using our service at any time

- Request information about your data processing

7. Data Retention

We retain your data:

- For the duration of your active subscription to maintain service functionality

- To provide continuous access to historical reports and analytics

- For as long as necessary to provide our ICP analysis service

- Until you manually delete specific data or terminate your account

- Subject to our backup and recovery procedures

8. Legal Basis

We process data based on:

- Contract performance: Processing is necessary to provide our ICP analysis service and generate insights from your B2B data

- Legitimate business interests: As a B2B service, we process professional contact information for business intelligence purposes, which is a recognized legitimate interest in B2B contexts

- Legal obligations: Compliance with UK and EU business regulations

- Reasonable expectation of processing: Data subjects would reasonably expect their professional information to be used in a B2B context for business intelligence purposes

Our legitimate interests are specifically tied to:

- Providing B2B data analytics

- Generating business intelligence insights

- Supporting business relationship management

- Enabling professional network analysis

9. Changes to Privacy Policy

- We'll notify you of significant changes

- Latest version always on our website

- Date at top shows last update

- Changes become effective 30 days after posting

10. Contact Us

For privacy questions:

Email: support@overvue.ai

Address: 68 Richmond House, 23-31 Richmond Hill, Bournemouth, BH2 6EZ, United Kingdom

Response time: Within 2 business days

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