INVU VERIFY TERMS AND CONDITIONS

BACKGROUND: 

	These Terms and Conditions, together with any and all other documents referred to herein, set out the terms of use under which you may use Invu Verify (“Verify”).  Please read these Terms and Conditions carefully and ensure that you understand them.  You will be required to read and accept these Terms and Conditions when signing up for an Account and purchasing a Subscription.  If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using Verify immediately.

1.	Definitions and Interpretation 
1.1	In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Account”	Means an account required to set up a Subscription for a Tenancy to access and use Verify, as detailed in Clause 4;
“Confirmation”	means Our acceptance and confirmation of your Order;
“Content”	means any content excluding User Content such as and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Verify; 
“Contract”	means the contract between Us and you for the purchase and sale of a Subscription to Verify, as explained in Clause 6;
“Core Hours”	The period between 9.00 and 17.30 UK time Monday to Friday excluding public holidays recognised in England.
“Feedback”	Comments and suggestions provided by You, whether provided directly to Us or not, that may result in changes implemented by Us to improve and or maintain Verify.
“GDPR and applicable Act’s “	The European Union General Data Protection Regulation and the relevant UK legislation for Data Protection including but not limited to The Data Protection Act 2018.
“Order”	means your order for a Subscription or Bundle;
“Services”	Technical and or professional services required to support a Tenancy that fall outside the scope of the Verify service
“Subscription”	means a subscription for a Tenancy, purchased based on an Order and Confirmation in accordance with these Terms and Conditions;
“Tenancy”	means a provisioned instance of the Verify service that fulfils a Subscription;
“User”	means a user of Verify;
“User Content”	means Supplier Invoices, credits and related documents uploaded by Users in or to Verify; and
“We/Us/Our”	means Invu Services Limited registered in England under company number 03319922 whose registered office is Blisworth Hill Farm, Stoke Road, Blisworth, Northamptonshire. NN7 3DB.
“You/Your”	means {name of customer} registered in England under company number {customers registered name} whose registered office is {customer address of registered office}.

2.	Information About Us
2.1	Verify is owned and operated by Invu Services Limited registered in England under company number 03319922 whose registered office is Blisworth Hill Farm, Stoke Road, Blisworth, Northamptonshire. NN7 3DB. Our VAT number is 705349736

3.	Access and Changes to Verify
3.1	Access to Verify requires a Subscription.  Upon purchasing a Subscription, Verify will be available to you for the duration of that Subscription and any and all subsequent renewals.
3.2	We may from time to time make changes to Verify:
3.2.1	Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue or to reflect changes in the law or other regulatory requirements. We will endeavour to make these changes outside of Core Hours. Such changes may result in Verify being unavailable for a short period of time. We will have no obligation to notify you in advance about such changes. You will be notified of such changes (including, if applicable, anything that you need to do), at the time you next use the software, if they likely to materially affect your use of Verify; and 
3.2.2	We will continue to develop and improve Verify over time, in some cases making significant changes to it. You will be kept fully informed of any and all such changes. New releases implementing these changes will be implemented outside of Core Hours with at least 7 days notice via e mail.
3.3	We will always aim to ensure that Verify is available as described in clause 14 below.  In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 3.2.  Unless We are responding to an emergency or an urgent issue, We will inform you in advance of any interruptions to the availability of Verify.  If We need to suspend the availability of Verify for longer than 3 working days You may also have a right to cancel.  Please refer to Clause 8.1 for details.

4.	Accounts and Tenancies
4.1	An Account is required to establish a subscription for a Tenancy to use Verify.
4.2	When creating an Account, the information you provide must be accurate and complete.  If any of your information changes at a later date, it is your responsibility to ensure that your Account information is kept up-to-date.
4.3	Identity and Tenancy security is Your responsibility. We recommend that You choose a strong passwords for each User of your Tenancy. It is Your responsibility to keep all passwords safe.  You must not share your Tenancy with anyone else unless you receive Our approval in writing.  If You believe Your Tenancy is being used without Your permission, please contact Us immediately.  We will not be liable for any unauthorised use of Your Tenancy.
4.4	Any Personal Data provided both for Your account or in establishing Your Tenancy will be collected, used, and held in accordance with Your rights and Our obligations under the GDPR and related Acts, as set out in Clause 19.
4.5	If You wish to end a Subscription and/or close your Account, You may do so at any time by an email notification to salesorders@invu.net.  If You have an active Subscription, Your Tenancy will remain active for the duration of the remainder of the Subscription period You are currently in.  Closing Your Subscription will stop You being able to process supplier invoices. The right to process any unused invoices in your Bundle will be forfeited once the related Subscription ends. Your data will remain accessible for a period of 180 days. Within that 180 days WE will make it possible for You to down load an archive of your data. 

5.	Subscriptions, Pricing and Availability
5.1	We make all reasonable efforts to ensure that all general descriptions of the Verify service available from Us correspond to the actual services that will be provided to You.  
5.2	Different types of Subscription provide access to different types of Tenancy which enable different features in Verify.
5.3	Different types of Bundles provide different volumes of supplier invoice processing over different periods using Verify. You will be provided with a choice of Bundles each time You want to purchase supplier invoice processing capacity.
5.4	All pricing quoted is valid for 30 days from the date of the quote.  We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary.  Changes will not affect valid Quotes issued and Subscriptions and/or Bundles that were invoiced prior to the pricing change. These pricing changes may affect renewals of Subscriptions and Bundles.
5.5	All prices exclude VAT.

6.	Subscriptions and Bundles – How Contracts Are Formed
6.1	No part of our website (invu.net) or any other material constitutes a contractual offer capable of acceptance.  By purchasing a Subscription and /or Bundle, you are making Us a contractual offer that We may, at Our sole discretion, accept.  Our acceptance is indicated by Us sending you a Confirmation by email.  Only once We have sent you a Confirmation will there be a legally binding contract between Us and you (“the Contract”).
6.2	Confirmations contain the following information:
6.2.1	Confirmation of your chosen Subscription and/or Bundle including details of the main features of the Tenancy available as part of that Subscription;
6.2.2	Fully itemised pricing, including, where appropriate, taxes and other additional charges;
6.2.3	Details of the duration of your Subscription and Bundle including the start date and the end and/or renewal date;
6.3	Subject to the cancellation provisions in Clause 8, once We have confirmed Your Order for a Subscription, You cannot change Your Subscription, without our consent, until the end or renewal date of that Subscription. Changes made to an auto-renewing Subscription will take effect when the Subscription is renewed.

7.	Payment
7.1	Payment for Subscriptions will be against our invoice due within 30 days of the date of the invoice.  
7.2	All payments to be made by bank transfer to our account, details of which are provided at the time of invoicing.
7.3	We reserve the right to suspend Your processing of supplier invoices and may also suspend access to any related Tenancy if any payment is overdue.

8.	Cancellation
8.1	You may cancel at any time in the following limited circumstances and you may be entitled to a full or partial refund for services not provided:
8.1.1	We have informed you of an upcoming change to Verify or to these Terms and Conditions that you do not agree to; or
8.1.2	We have informed you of an error in the price or description of your Subscription or Verify and you do not wish to continue; or
8.1.3	There is a risk that the availability of Verify may be significantly delayed due to events outside of Our control; or
8.1.4	We have informed You that We have suspended, or are planning to suspend, availability of Verify for a period greater than 3 working days, except where such suspension arises as a result of a breach of these Terms and Conditions by You; or
8.1.5	We have breached these Terms and Conditions or have in any way failed to comply with Our legal obligations to you.
8.2	Subject to sub-Clause 8.1, non-renewing Subscriptions cannot be cancelled.  Auto-renewing Subscriptions can be cancelled at any time, however (also subject to sub-Clause 8.4, no refunds can be provided and you will continue to have access to your Tenancy for the duration of the remainder of the Subscription period you are currently in.  Cancelling an auto-renewing Subscription only prevents it from being auto-renewed.
8.3	To cancel a Subscription for any reason, please inform us using one of the following methods:
8.3.1	By email at salesorders@invu.net or
8.3.2	By post to the Company Secretary at Invu Services Limited, Blisworth Hill Farm, Stoke Road, Blisworth, Northamptonshire. NN7 3DB. sending letter on your headed notepaper with the name, email address, telephone number of your Tenancy Administrator and details of your Subscription.
8.4	We may ask you why you have chosen to cancel your Subscription and may use Feedback you provide to improve Verify in the future, however please note that you are under no obligation to provide any details if you do not wish to.
8.5	Any and all refunds due to you will be made no later than 10 working days after the date on which We acknowledge your cancellation.  
8.6	In certain limited circumstances, see 8.7.1 and 8.7.2 below, We may cancel your Subscription and/or close your Account.  If We take such action, you will be notified by email and We will provide an explanation for the cancellation and/or closure.
8.6.1	If your Account is closed and your Subscription cancelled because you have breached these Terms and Conditions, you will not be entitled to a refund.  If You believe We have closed your Account and cancelled your Subscription in error, please contact Us at salesorders@invu.net.
8.6.2	If your Account is closed and/or your Subscription is cancelled by Us for any other reason, you will be refunded the remaining balance of your Subscription.  The refund will be calculated based upon the price of your Subscription being divided by the total number of days in the Subscription and multiplied by the number of whole days remaining until the end of the Subscription (or, in the case of auto-renewing Subscriptions, until the renewal date).  Any and all refunds due to you will be made no later than 10 working days after the date on which the closure and/or cancellation becomes effective.  Refunds will be made to your original payment method. 

9.	Our Intellectual Property Rights and Licence
9.1	We grant Users a limited, non-exclusive, revocable, worldwide, non-transferable licence to use Verify to process supplier invoices for business purposes, subject to these Terms and Conditions.
9.2	Subject to the licence granted to Us under sub-Clause 11.3, Users retain the ownership of copyright and other intellectual property rights in their User Content (subject to any third party rights in that User Content and the terms of any licence under which you use such Content).
9.3	All Content included in Verify and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us.  All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
9.4	You grant Us a royalty free irrevocable perpetual licence to use any Feedback to improve Verify. Any improvements resulting from Feedback are included in other Content as described in 9.3 above 
9.5	By accepting these Terms and Conditions, you hereby undertake:
9.5.1	Not to copy, download or otherwise attempt to acquire any part of Verify;
9.5.2	Not to disassemble, decompile or otherwise reverse engineer Verify;
9.5.3	Not to allow or facilitate any use of Verify that would constitute a breach of these Terms and Conditions; and
9.5.4	Not to embed or otherwise distribute Verify on any website, ftp server or similar.

10.	Third party software
10.1	Verify utilises the Microsoft Azure platform and we have been informed that all Your data stored in Verify is held on servers based in the United Kingdom. The data processing agreement related to the Microsoft Azure platform is available at www.microsoft.com
10.2	We utilise software provided by ABBYY to process Your data however please note that ABBYY have no access to your data.
10.3	Notices concerning the use of other third party software components are provided via the help screen.

11.	User Content
11.1	You agree that you will be solely responsible for any and all User Content that you create or upload using Verify.  Specifically, you agree, represent and warrant that you have the right to create or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 14.
11.2	You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 12.1.  You will be responsible for any loss or damage suffered by Us as a result of such breach.
11.3	You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein.  By creating or uploading User Content, you grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating  Verify.
11.4	If you wish to remove User Content, you should contact Support@invu.net. The Services required to remove User Content may incur charges.

12.	Intellectual Property Rights and User Content
12.1	All User Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licenced by the relevant User.  All User Content is protected by applicable United Kingdom and international intellectual property laws and treaties.

13.	Acceptable Usage Policy
13.1	You may only use Verify in a manner that is lawful and that complies with the provisions of this Clause 13.  Specifically:
13.1.1	You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
13.1.2	You must not use Verify in any way, or for any purpose, that is unlawful or fraudulent;
13.1.3	You must not use Verify to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
13.1.4	You must not use Verify in any way, or for any purpose, that is intended to harm any person or persons in any way.
13.2	The following types of User Content are not permitted on Verify and you must not create, submit, communicate or otherwise do anything that:
13.2.1	is sexually explicit;
13.2.2	is obscene, deliberately offensive, hateful, or otherwise inflammatory;
13.2.3	promotes violence;
13.2.4	promotes or assists in any form of unlawful activity;
13.2.5	discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
13.2.6	is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
13.2.7	is calculated or otherwise likely to deceive;
13.2.8	is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
13.2.9	infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or
13.2.10	is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
13.3	We reserve the right to suspend or terminate your Tenancy if you materially breach the provisions of this Clause 13 or any of the other provisions of these terms and conditions.  Specifically, We may take one or more of the following actions:
13.3.1	Suspend, whether temporarily or permanently, your Tenancy;
13.3.2	Remove any of your User Content which violates this Acceptable Usage Policy;
13.3.3	Issue you with a written warning;
13.3.4	Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
13.3.5	Take further legal action against you as appropriate;
13.3.6	Disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
13.3.7	Any other actions which We deem reasonably appropriate (and lawful).
13.4	We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.

14.	Availability of the Verify service and support 
14.1	The Verify software runs on Microsoft Azure and is available 7 by 24 365 days per year subject to the availability of the Microsoft Azure platform and any downtime notified by us.
14.2	The full Verify service, including support, is available on UK business days only between 9.00 and 17.30 
14.3	If you have any questions regarding Verify, please email Us at support@invu.net.
14.4	If you have complaints regarding Verify, please email Us at salesorders@invu.net.
14.5	If you have questions about your Account, please email Us at accounts@invu.net

15.	Disclaimers
15.1	No part of Verify or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only.  Professional or specialist advice should always be sought before taking any action relating to Your Supplier invoices including but not limited to advice concerning value added tax rates and the coding of expenditure for UK Corporation tax.
15.2	Insofar as is permitted by law, We make no representation, warranty, or guarantee that Verify will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
15.3	We make reasonable efforts to ensure that the Content, excluding for the avoidance of doubt any User Content, is complete, accurate and up-to-date.  We do not, however, make representations, warranties or guarantees (whether express or implied) that Verify (and the content therein) is complete, accurate or up-to-date.
15.4	We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User Content created or uploaded using Verify.  Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.

16.	Our Liability
16.1	To the fullest extent permissible by law, We accept no liability for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) Verify or the use of or reliance upon any Content (whether that Content is provided by Us or whether it is User Content) included in Verify.
16.2	To the fullest extent permissible by law, We accept no liability for loss or damage that is not foreseeable.
16.3	To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Verify or any Content and User Content included in Verify.
16.4	We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
16.5	We exercise all reasonable skill and care to ensure that Verify is free from viruses and other malware.  We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Verify (including the downloading of any Content and User Content from it) or any other website or service that We may provide a link to.
16.6	We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Verify resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
16.7	Nothing in these Terms and Conditions excludes or restricts Our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.  

17.	Viruses, Malware and Security
17.1	We exercise all reasonable skill and care to ensure that Verify is secure and free from viruses and other malware.  We do not, however, guarantee that Verify is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 16.5.
17.2	You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
17.3	You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Verify.
17.4	You must not attempt to gain unauthorised access to any part of Verify, the platform on which Verify is run, or any other server, computer, or database connected to Verify.
17.5	You must not attack Verify by means of a denial of service attack, a distributed denial of service attack, or by any other means.
17.6	By breaching the provisions of sub-Clauses 17.3 to 17.5 you may be committing a criminal offence under the Computer Misuse Act 1990.  Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them.  Your right to use Verify will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.

18.	Privacy and Cookies
The Use of Verify is also governed by Our Privacy https://www.invu.net/privacy/ and Cookie https://www.invu.net/cookie-policy/   Policies.  These policies are incorporated into these Terms and Conditions by this reference.

19.	Data Protection
19.1	All Personal Data that We may collect (including, but not limited to, your name and contact details) will be collected, used, and held in accordance with the provisions of the GDPR and The Data Protection Act 2018 and your rights and Our obligations under those regulations and that Act.
19.2	We may use your Personal Data to:
19.2.1	Reply to any communications that you send to Us;
19.2.2	Send you important notices, as detailed in Clause 20;
19.2.3	Any reasonable business activity that serves Your and Our legitimate interests.
19.3	We will not pass your personal information on to any third parties without first obtaining your express permission to do so.
19.4	In providing the Verify service we are acting as a data processor as defined in the GDPR and We will provide A copy of our our Data Processing Agreement is available on request to salesorders@invu.net. 

20.	Communications from Us
20.1	If you have an Account, We may from time to time send you important notices by email.  Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to Verify, and changes to your Account.
20.2	We may send you marketing emails where either you have positively consented to the receipt of such e mail or we consider that such the content of such e mail is in Your or Our legitimate interest (provided that you have not previously unsubscribed from our marketing mailing list). You may opt out of at any time.  Any and all marketing emails sent by Us include an unsubscribe link.  If you opt out of receiving emails from Us at any time, it may take up to two business days for Us to comply with your request.  During that time, you may continue to receive emails from Us.
20.3	For questions or complaints about email communications from Us (including, but not limited to, marketing emails), please contact Us at marketing@invu.net

21.	Other Important Terms
21.1	We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business).  If this occurs, you will be informed by Us in writing.  Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
21.2	You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
21.3	The Contract is between you and Us.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
21.4	If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.
21.5	No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

22.	Changes to these Terms and Conditions
22.1	We may alter these Terms and Conditions at any time.  Any such changes will become binding on you upon your first use of Verify after the changes have been notified to you and implemented.  You will be notified of any changes to these terms by e mail
22.2	In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

23.	Contacting Us
To contact Us, for support please email Us at support@invu.net. For any other contact please email us at salesorders@invu.net

24.	Law and Jurisdiction
24.1	These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
24.2	Any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.