Terms and Conditions – Teamvine

Terms and Conditions – Teamvine

These Terms and Conditions are a legally binding agreement between Teamvine and you. Please read these Terms and Conditions carefully to make sure that you understand each provision. By entering into an Agreement with Teamvine, you acknowledge that you have read, understood, and unconditionally accepted all of the Terms and Conditions contained herein.

1. Definitions

1.1  Agreement means the legally binding agreement which the customer enters into with Teamvine and to which these Terms and Conditions are expressly applicable.

1.2  Customer means the party that contracts with Teamvine for the use of the Services as offered on the Platform.

1.3  End-User means those individuals that may get access to the Platform through their relation to the customer that contracts with Teamvine for the use of the Services.

1.4  Facilitator means the role used to oversee and schedule sessions on the Platform in which the End-Users participate.

1.5  Fee means the fee that Teamvine receives from the customer as agreed.

1.6  Platform means the platform offered by Teamvine where the Services are offered.

1.7  Teamvine means the business owned by the private limited company named Future Factory Ltd. registered in accordance with the laws of Scotland at 1, Rutland Court Lane, Edinburgh EH3 8EY, under company number SC163258 (hereinafter also referred to as we, our or us).

1.8  Services mean the services provided by Teamvine for the customer on the basis of the Agreement. These Services shall include providing a Platform where Customers and their end users can engage in virtual team-building activities (or “Teamvines”).

1.9  Software means the software used to offer the Services to which the customer is provided access, including any updates or new versions.

1.10  Website means the Teamvine website where the Platform is located at www.teamvine.io.

2. General applicability and amendment

2.1  These Terms and Conditions apply to all Services offered by Teamvine, except where expressly indicated to the contrary.

2.2  You may not enter into an Agreement with Teamvine, nor accept these Terms and Conditions if you do not have the required capacity to form a binding contract with Teamvine.

2.3  The use of the Services requires the unconditional acceptance by the customer of the applicability of these Terms and Conditions. It is the responsibility of the customer to read and understand the Terms and Conditions prior to using the Services. If you do not agree with these Terms and Conditions, you should not use the Platform or the Services.

2.4  All terms and conditions used by the customer that are contrary to these Terms and Conditions are hereby rejected and therefore do not apply to the relationship between the Customer and Teamvine.

2.5  Only Teamvine and the Customer may invoke the rights and obligations arising from the Agreement and these Terms and Conditions. In no event may the Customer transfer the rights or obligations arising from the Agreement, in whole or in part, to any third party without Teamvine’s prior written permission.

2.6  In the event that one or more of the provisions in these Terms and Conditions are found to be wholly or partially invalid, the remaining provisions will remain in full force. Teamvine will formulate new provisions to replace the invalid provisions, whereby the scope of the original provisions will be carefully considered.

2.7  Teamvine may unilaterally change these Terms and Conditions. Teamvine will take all reasonable steps to notify the customer of any changes and to ensure that the customer consents to those changes. However, it is not a requirement that Teamvine obtains this confirmation. If the customer continues to use Teamvine’s Services after 30 days of having received notification, the customer is deemed to have accepted all changes.

2.8  Except as supplemented by additional terms and conditions, policies, guidelines or standards, the Agreement together with these Terms and Conditions contains the entire legal understanding between Teamvine and the Customer and supersedes any and all prior or written understandings or agreements in relation to the customer’s access to and use of the Services.

2.9  Any personal data submitted by the customer or any End-User to Teamvine will be governed by the Privacy Policy.

2.10  If any provision of the Agreement conflicts with any of these Terms and Conditions, the Agreement will prevail.

3. Formation of the Agreement

3.1. The Agreement is formed on the Customers purchase of Teamvines services on the Website and the customer’s acceptance of these Terms and Conditions.

3.2. Each Agreement is entered into subject to the condition precedent that there is sufficient availability of the Services and acceptance by Teamvine.

3.3  The quotation is valid for the duration included in the quotation. If no duration is included in the quotation, then the quotation shall be valid for thirty (30) days from its date if Teamvine has not withdrawn it earlier.

3.4  Statements made by Teamvine on the Website or otherwise pertaining to the Services and/or Software are offers free of obligation and subject to amendment and availability.

4. Performance of the Services

4.1  Teamvine shall have the right to make changes to the Services to the extent necessary to comply with applicable law or similar requirements or which do not materially affect the nature or quality of the Services.

4.2  If the Services need to be amended by Teamvine due to a change of circumstances, whereby that change cannot be attributed to Teamvine, Teamvine may make any such amendments to the Services as it deems necessary.

4.3  Teamvine will offer the Services with due observance of the provisions of the Agreement. Teamvine undertakes to perform the arrangements in the Agreement to the best of its abilities.

4.4  Teamvine does not guarantee the continuous and uninterrupted availability and/or accessibility of the Services and/or the Platform. Teamvine reserves the right to limit the availability of the Platform or certain parts thereof if this is necessary for connection with capacity limits, security, or to perform maintenance on the Platform. Teamvine has the right to improve and/or change the Services and/or the Platform and to introduce new functions from time to time. Where possible, maintenance will be carried out at a time when the Customer’s use is least affected.

4.5  If and insofar as the proper execution of the Agreement requires, Teamvine has the right to have certain services performed by third parties or to sub-contract the Services or part thereof.

5. Use of the Services and the Platform

5.1  The Services and Platform should only be used for their intended purposes. Any other use of the Services is in violation of these Terms and Conditions.

5.2  Teamvine has the right to limit the customer’s activity on the Website without prior notice and for any reason whatsoever, but in any case, following a breach of these Terms and Conditions.

5.3  Teamvine has the right, in its sole discretion, to refuse Services to any Customer for any reason.

5.4  When using the Services, the customer shall not:

• 5.4.1  Use the Teamvine Website and/or platform in such a way as to offend or interfere with the use by any other Customer;
• 5.4.2  Upload, submit, publish, transmit or otherwise communicate any content on our Website and/or Platform that
  i. Discriminates against any person for any reason, including but not limited to a person’s race, sex, gender identity, religion, political affiliations, class, age, skin colour, nationality, etc.
  ii. is defamatory, libellous, or inaccurate;
  iii. is abusive or threatening towards others;
  iv. is offensive, hateful, obscene, or pornographic;
  v. infringes the intellectual property rights of any third party;
  vi. violates the law or regulation of your jurisdiction, or these Terms and Conditions;
  vii. advocates illegal activity;
  viii. advertises or otherwise solicits funds; or
  ix. is treated as confidential.

5.4.3  Attempt to circumvent our security systems;

5.4.4  Transfer, by any means possible, a license granted to you for the use of our Services and Software;

5.4.5  Attempt to gain access to other Customers’ accounts;

5.4.6  Allow access to any Customer account (including the Admin Account and Facilitator Account as defined out in Section 6.1) to any other person;

5.4.7  Upload or submit content that contains viruses, or any other computer code, corrupt files, or programmes designed to interrupt, destroy, or limit the functionality, or to disrupt any software, hardware, or other equipment;

5.4.8  Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services and/or software or any part thereof.

5.5  Teamvine hereby grants the customer, including all authorised End-Users of the Customer, a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use the Services, in accordance with these Terms and Conditions (the “License”).

5.6  The customer shall be solely responsible for the acts and omissions of the End-Users. End-Users should at least comply with the provisions of this section. The Facilitators should handle any issues or breaches in accordance with the customer’s own company policies. Teamvine can support the Facilitator at any time through the chat function in the Teamvine portal. Notwithstanding the preceding, Teamvine reserves the right to take appropriate action in response to cases of abuse of other users of the Services at its own discretion, which may include the removal of an End-User and/or reporting issues to the police or other authorities.

6. Registration and Accounts

6.1  In order to access and use the Services, the customer will need to register and create an account. Teamvine distinguishes between the following accounts:

Subscription user (the “User Account”):

• Able to view upcoming and completed games on the applied subscription.

Subscription facilitator (the “Facilitator Account”):

• All functionalities of a User Account;
• Able to add players to a list of users associated with a subscription (the “Subscription List”);
• Able to delete players from the Subscription List;
• Able to set up game sessions.

Subscription admin (the “Admin Account”):

• All functionalities of a Facilitator Account;
• Able to add facilitators (subject to subscription limits);
• Able to delete Facilitator Accounts;
• Able to change user/facilitator/admin status on Subscription List.

“Subscription holder”:

• All functionalities of an Admin Account;
• Able to view and manage subscription.

“Executive Facilitator”:

• All functionalities of a Facilitator Account on an executive subscription.

“Executive Admin”:

• All functionalities of an Admin Account on an executive subscription;
• Able to create or delete subscriptions.

6.2  The customer must provide accurate, current, and complete information in order to set up the account. If any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading, Teamvine has the right to suspend or terminate the account.

6.3  Customer must maintain the confidentiality of the passwords and Account information and agrees to notify Teamvine if the customer suspects a password is lost, stolen, or disclosed to an unauthorised third-party, or otherwise may have been compromised.

6.4  The customer shall duly inform Teamvine of any fact and circumstances that may be relevant in connection with the execution of the Services.

6.5  The customer shall guarantee the correctness, completeness, and reliability of relevant information provided to Teamvine.

7. Fees and Payment Models

7.1. The Teamvine Services are sold as a Software-as-a-Service (SaaS) and requires Customers to acquire valid access. Customers may choose one of three payment models (the “Payment Model(s)”). The various Payment Models and sub-options offered by Teamvine shall be listed on the Website and may be updated from time to time at Teamvine’s discretion.

7.1.1  Pay-per-Play. The Pay-per-Play model allows for a one-off purchase for (a) session(s) with up to 15 End-Users. The Pay-per-Play Payment Model comes with a limited access period for Admin Accounts, which access shall start at the moment of subscription. Customers may purchase additional access upon expiration of the duration of access for an Admin Account. If the duration is not extended, the Admin Account will be switched to a User Account upon expiration.

7.1.2  Session-Based. Customers using the Session-Based Payment Model get access to a pre-determined number of sessions per year. This is a subscription model which will renew annually. Additional sessions may be purchased. Unused sessions shall be transferred over to the next year and billing cycle.

7.1.3  Facilitator License. Customers using the Facilitator License Payment Model get access to a pre-determined number of Facilitator licenses. The Facilitator licenses allow a Facilitator to host unlimited sessions with unlimited End-Users. Facilitator licenses are bound to a Facilitator Account, which may not be shared with another person.

7.2  The customer will pay the Fee(s) as per the Agreement with Teamvine, corresponding to the Payment Model the Customer has opted for. The rates are in Pound Sterling (£) and will be increased by taxation of the customer’s resident jurisdiction.

7.3  For any Payment Model, notwithstanding the number of User Accounts offered, the number of End-Users who can participate in a session simultaneously shall be limited by the capacity of the Teamvine selected. This number may be less than the number of User Accounts contracted for.

7.4  The Session-Based and Facilitator-License Payment Models come with basic training packages for Facilitators. This includes access to educational videos for Facilitators. Teamvine also offers more advanced training packagess, which are group-led training sessions with an accredited Teamvine Facilitator. Arrangements for the advanced training package shall be made on a customer-by-customer basis and shall be invoiced separately.

7.5  The customer may opt to switch to a different Payment Model at any time.

7.6  For the Pay-per-Play and Session-Based Payment Models, a session shall be considered redeemed once the session is completed.

7.7  Any fee paid hereunder shall be non-refundable. If the Customer has purchased a session and cannot complete a session due to a technical failure of the Teamvine server or software, they should raise this using the chat function via the Teamvine portal. If Teamvine believes the Teamvine server or software is the cause of the fault, they will compensate the Customer with a replacement session on their account. Other requests for refunds shall be considered on a case-by-case basis but shall be decided at Teamvine’s sole and absolute discretion.

7.8  Payment for services must be made at time of purchase via the Teamvine website.

7.9  Customer must pay the Fees by debit card, credit card, direct debit, or bank transfer.

7.10  In the event of overdue payment, Teamvine is entitled to: (a) suspend the supply of the Services without requiring a notice of default or announcement and (b) charge the statutory interest on the full amount owed as of the date on which payment should have occurred up to the date on which the amount owed is received by Teamvine. The customer will reimburse all costs that Teamvine incurs to collect the amount owed, including costs of legal assistance, legal costs and (extra) judicial costs.

7.11  If the customer is experiencing any payment issues, the customer can raise these through the Teamvine portal chat section. The Teamvine support team will deal with such issues on a case-by-case basis.

8. Acknowledgements and Warranty Limitations

8.1  Teamvine will take all reasonable steps to offer Customers and End-Users the best possible user experience. However, the customer acknowledges that complex software is never wholly free from defects, errors and bugs; and Teamvine gives no warranty or representation that the software will be wholly free from defects, errors and bugs.

8.2 Teamvine will further take all reasonable steps to create a safe and secure digital environment. However, the customer acknowledges that complex software is never entirely free from security vulnerabilities; and Teamvine gives no warranty or representation that the software will be entirely secure.

9. Limitation of Liability

9.1  The Website may contain errors and/or inaccuracies. Teamvine will attempt to prevent such errors and/or inaccuracies to the best of its abilities, but Teamvine cannot be bound if it is obvious that any information on the Website contains such an error and/or inaccuracy.

9.2  Teamvine provides its services “as is” and “as available” and cannot be held responsible for possible but unexpected material damage created directly or indirectly to the customer due to the use of the Services.

9.3  The customer acknowledges to be fully informed about the unreliability of the internet, in particular regarding security breaches relating to the transmission of data, and that no guarantees are given as to the size and speed of data transmission. Teamvine cannot be held liable for unforeseeable events such as security breaches concerning the transmission of data or for guaranteeing data transmission of a certain size or speed. Teamvine is also not responsible or liable for the inaccessibility of the Website.

9.4  Teamvine is not liable for possible damage caused by the use of the Services under these Terms and Conditions, both by itself and by third parties, except in the case of intent or deliberate recklessness on the part of Teamvine, provided that it has been demonstrated by the customer.

9.5  To the maximum extent permitted by law, Teamvine shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from: (a) your use or inability to use our Services or (b) any conduct of any party other than Teamvine itself.

9.6  Teamvine’s liability is in any case limited to the lesser of (a) the sum of subscription fees paid in the 12 months prior; or (b) £1200 in total.

9.7  Nothing in these Terms and Conditions is intended to limit or exclude liability for (1) death or personal injury resulting from negligence; (2) fraud or fraudulent misrepresentation; (3) anything that may not be limited or excluded under applicable law.

9.8  The customer indemnifies Teamvine against all claims from third parties for compensation of damage, including reasonable attorneys’ fees and costs. If Teamvine is held liable by a third party in relation to these Terms and Conditions and/or any Services, the customer is obliged to pay Teamvine all costs related to thereto, and the customer is obliged to take responsibility for the liability.

9.9  The customer is liable for all damage that Teamvine may suffer as a result of a failure attributable to the customer in the fulfilment of the obligations arising from the Terms and Conditions.

10. Intellectual Property

10.1  The Platform and any content thereon are protected by applicable intellectual property laws, and the customer agrees to respect them. All rights not expressly granted to the customer are reserved by Teamvine.

10.2  “Intellectual Property Rights” shall mean all patents, inventions, models, copyright, trademarks, business and domain names, rights in design, rights in software, moral rights, and any other intellectual property rights, whether registered or unregistered. Any Intellectual Property Rights of Teamvine made available in connection with the provision of the Services shall remain vested in Teamvine.

10.3  Without prior written consent from Teamvine, the customer is prohibited from using Teamvine’s trademarks, logos, slogans, and service marks for any purpose. Customers are equally prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any content available on or through our Platform, whether or not this constitutes copyright infringement. This section does not apply to Customers who are resellers of the software. These resellers are entitled to use any trademarks, logos, slogans, sales materials, and service marks in accordance with their Reseller Agreements.

10.4  Teamvine is allowed to use the logo and success stories provided by the customer on its marketing and sales materials unless otherwise agreed in writing.

11. Term and Termination

11.1  The Agreement between Teamvine and the Customer is entered into for the period corresponding to the Payment Model the Customer chooses.

11.2  Teamvine shall be entitled to terminate any Services provided to the customer, or part thereof, for any reason and at its own discretion. Teamvine may do so when the customer has breached these Terms and Conditions or applicable law or has failed to hold any of its End-Users to comply with these Terms and Conditions.

11.3  The Agreement can be terminated by one of the parties in writing subject to at least 1 (one) month’s notice before the lapsing of the minimum duration or the renewal date.

11.4  If a subscription is cancelled, the customer will retain access to the Platform until the end of the billing period. No pro-rata refunds are offered based on remaining time in the subscription period.

11.5  Provisions herein which expressly or by implication survive termination shall continue in full force and effect.

12. Miscellaneous

12.1  Force Majeure. Teamvine shall have no liability to the customer under these Terms and Conditions or the Agreement if it is prevented from or delayed in performing its obligations or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

12.2  Variation. No variation of these Terms and Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.

12.3  Waiver. A waiver of any right under these Terms and Conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

12.4  Cumulative Rights. Unless specifically provided otherwise, rights arising under these Terms and Conditions are cumulative and do not exclude rights provided by law.

12.5  Assignment. The customer shall not, without the prior written consent of Teamvine, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. Teamvine may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.

12.6  Relationship. Nothing in these Terms and Conditions is intended to or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). This section does not apply to Customers who are a reseller of the Teamvine Software, who may exercise their role in accordance with their Reseller Agreement.

12.7  Rights of Third Parties. These Terms and Conditions are made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

13. Complaints Procedure

13.1  Teamvine welcomes complaints and feedback as opportunities for us to improve our Software and Services. On the Teamvine portal, there is a chat-box function to allow Customers to give feedback and log complaints.

14. Applicable law

14.1. Only the laws of Scotland apply to the legal relationship between Teamvine and the Customer.

14.2  Unless otherwise required by law, the courts of Scotland are authorised (in the first instance) to take cognisance of any dispute between Teamvine and the Customer if no amicable solution of the dispute can be reached between Teamvine and Customer.

15. Contact

15.1 Questions about the Terms and Conditions can be sent to info@teamvine.io