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Terms of Service or General Terms and Conditions for CapametriX Services (“GTC”)

If a valid agreement exists between you (“Customer”) and C View Technologies Limited related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the Parties in relation to a specific Order Form. These GTC may be updated from time to time as explained herein. Refer to these GTC regularly to ensure compliance.

Acceptance

Please read these GTC carefully before using the CapametriX platform, or any other products or services offered by C View Technologies Limited (the “Services”). These GTC take effect when you click an “I Accept” button or checkbox presented with these GTC or when you use any of the Services or platform whichever occurs first. If you are agreeing to these GTC on behalf of Customer, you represent to C View Technologies Limited that you have legal authority to bind Customer.

Modifications to this Agreement

C View Technologies Limited may modify these GTC at any time by posting a revised version on this website (https://capametrix.com/capametrix-terms-and-conditions-and-data-protection-agreement/) or otherwise providing notice to Customer. By continuing to use the platform or Services after the effective date of any modifications to these GTC, Customer agrees to be bound by the modified terms.

Definitions

Capitalised terms used in this document are defined in the Glossary.

Usage Rights and Restrictions

Grant of Rights

C View Technologies Limited grants to Customer a non-exclusive, non-transferable, worldwide right to use the platform (including its implementation and configuration), Cloud Materials (as applicable), and Documentation solely for Customer’s and its Affiliates’ internal business operations. Permitted uses and restrictions of the Cloud Service also apply to Cloud Materials and Documentation.

Authorised Users

Customer may permit Authorised Users to use the platform. Usage is limited to the Usage Metrics and volumes stated in the Order Form. Access credentials for the platform may not be used by more than one individual but may be transferred from one individual to another if the original user is no longer permitted to use the platform. Customer is responsible for breaches of the Agreement caused by Authorised Users.

Acceptable Use Policy

With respect to the platform, Customer will not:

  • Disassemble, decompile, reverse-engineer, copy, translate, or make derivative works.
  • Transmit any content or data that is unlawful or infringes any intellectual property rights.
  • Circumvent or endanger its operation or security.

Verification of Use

Customer will monitor its own use of the Cloud Service and report any use in excess of the Usage Metrics and volume. C View Technologies Limited may monitor use to verify compliance with Usage Metrics, volume, and the Agreement.

Suspension of Cloud Service

C View Technologies Limited may suspend or limit use of the platform if continued use may result in material harm to the platform or its users. C View Technologies Limited will promptly notify Customer of the suspension or limitation. C View Technologies Limited will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.

Third Party Web Services

The platform may include integrations with web services made available by third parties (other than C View Technologies Limited’ Affiliates) that are accessed through the platform and subject to terms and conditions with those third parties. These third-party web services are not part of the platform, and the Agreement does not apply to them.

C View Technologies Limited Responsibilities

Provisioning

C View Technologies Limited provides access to the platform as described in the Agreement.

Support

C View Technologies Limited provides support for the platform as referenced in the Order Form.

Security

C View Technologies Limited will implement and maintain appropriate technical and organisational measures to protect the personal data processed by C View Technologies Limited as part of the platform delivery as described in the C View Technologies Data Processing Agreement on their website (https://capametrix.com/capametrix-terms-and-conditions-and-data-protection-agreement/).

Modifications

The platform and C View Technologies Limited Policies may be modified by C View Technologies Limited. C View Technologies Limited will inform Customer of modifications by email. Modifications may include optional new features for the platform which Customer may use subject to the then-current Supplement and Documentation.

If Customer establishes that a modification is not solely an enhancement and materially reduces the platform, Customer may terminate its subscriptions by providing written notice to C View Technologies Limited within thirty days after receipt of C View Technologies Limited’s informational notice.

Analyses

C View Technologies Limited or C View Technologies Limited’s Affiliates may create analyses utilising in part Customer Data and information derived from Customer’s use of the platform and Services as set forth below (“Analyses”). Analyses will anonymise and aggregate information and will be treated as Cloud Materials. Unless otherwise agreed, personal data contained in Customer Data is only used to provide the platform and Consulting Services.

Customer and Personal Data

Customer Data

Customer is responsible for the Customer Data and entering it into the platform. Customer grants to C View Technologies Limited (including C View Technologies Limited’ Affiliates and subcontractors) a nonexclusive right to process Customer Data solely to provide and support the platform. C View Technologies will protect any customer data according to its Data Protection Policy published on its website.

Personal Data

Customer will collect and maintain all personal data contained in the platform in compliance with applicable data privacy and protection laws. C View Technologies will protect any personal data according to its Data Protection Policy published on its website.

Security

Customer will maintain reasonable security standards for its Authorised Users’ use of the platform. Customer will not conduct or authorise penetration tests of the platform without advance approval from C View Technologies Limited.

Access to Customer Data

As outlined in our Data Protect Agreement, CapametriX aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data. If you wish to be informed about what Personal Data we hold about you and if you want it to be removed from our systems, please contact us.

In certain circumstances, you have the following data protection rights:

  • The right to access, update, or delete the information we have on you.
  • The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete.
  • The right to object. You have the right to object to our processing of your Personal Data.
  • The right of restriction. You have the right to request that we restrict the processing of your personal information.
  • The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable, and commonly used format.
  • The right to withdraw consent. You also have the right to withdraw your consent at any time where CapametriX OC relied on your consent to process your personal information.

Fees and Taxes

Fees and Payment

Customer will pay fees as stated in the Order Form. After prior written notice, C View Technologies Limited may suspend Customer’s use of the Cloud Service until payment is made. Customer cannot withhold, reduce, or set-off fees owed nor reduce Usage Metrics during the Subscription Term. All Order Forms are non-cancellable and fees non-refundable.

Taxes

Fees and other charges imposed under an Order Form will not include taxes, all of which will be for Customer’s account. Customer is responsible for all taxes other than C View Technologies Limited’s income and payroll taxes. Customer must provide to C View Technologies Limited any direct pay permits or valid tax-exempt certificates prior to signing an Order Form. If C View Technologies Limited is required to pay taxes (other than its income and payroll taxes), Customer will reimburse C View Technologies Limited for those amounts and indemnify C View Technologies Limited for any taxes and related costs paid or payable by C View Technologies Limited attributable to those taxes.

Term and Termination

Term

The Subscription Term is as stated in the Order Form.

Termination

A party may terminate the Agreement:

  • Upon thirty days written notice of the other party’s material breach unless the breach is cured during that thirty-day period.
  • Immediately if the other party files for bankruptcy or becomes insolvent.

Refund and Payments

For termination by Customer, Customer will be entitled to:

  • A pro-rata refund in the amount of the unused portion of prepaid fees for the terminated subscription calculated as of the effective date of termination, and
  • A release from the obligation to pay fees due for periods after the effective date of termination.

Effect of Expiration or Termination

Upon the effective date of expiration or termination of the Agreement:

  • Customer’s right to use the platform and all C View Technologies Limited Confidential Information will end.
  • Confidential Information of the disclosing party will be returned or destroyed as required by the Agreement.
  • Termination or expiration of the Agreement does not affect other agreements between the parties.

Warranties

Compliance with Law

Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with:

  • In the case of C View Technologies Limited, the operation of C View Technologies Limited’s business as it relates to the platform, and
  • In the case of Customer, the Customer Data and Customer’s use of the platform.

Good Industry Practices

C View Technologies Limited warrants that it will provide the platform:

  • In substantial conformance with the Documentation; and
  • With the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the nature and complexity of the platform.

Miscellaneous

Severability

If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.

No Waiver

A waiver of any breach of the Agreement is not deemed a waiver of any other breach.

Electronic Signature

Electronic signatures that comply with applicable law are deemed original signatures.

Regulatory Matters

C View Technologies Limited Confidential Information is subject to export control laws of various countries, including the laws of the United States and Germany. Customer will not submit C View Technologies Limited Confidential Information to any government agency for licensing consideration or other regulatory approval and will not export C View Technologies Limited Confidential Information to countries, persons, or entities if prohibited by export laws.

Notices

All notices will be in writing and given when delivered to the address set forth in an Order Form, with copy to the legal department. Notices by C View Technologies Limited relating to the operation or support of the platform may be in the form of an electronic notice to Customer’s authorised representative or administrator identified in the Order Form.

Assignment

Without C View Technologies Limited’s prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. C View Technologies Limited may assign the Agreement to C View Technologies Limited Affiliates.

Subcontracting

C View Technologies Limited may subcontract parts of the Cloud Service or Consulting Services to third parties. C View Technologies Limited is responsible for breaches of the Agreement caused by its subcontractors.

Relationship of the Parties

The parties are independent contractors and no partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties is created by the Agreement.

Force Majeure

Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.

Governing Law

The Agreement and any claims relating to its subject matter will be governed by and construed under the laws of the United Kingdom. All disputes will be subject to the exclusive jurisdiction of the courts located in the United Kingdom. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement. Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within one year from the date when the party knew or should have known after reasonable investigation of the facts giving rise to the claim(s).

Entire Agreement

The Agreement constitutes the complete and exclusive statement of the agreement between C View Technologies Limited and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement.

CapametriX Platform Data Protection Agreement

Effective Date: June 01, 2024.

  1. Introduction

CapametriX OC, a SaaS platform provided by C View Technologies Limited, is committed to protecting the privacy and security of our users’ data. This Data Protection Agreement outlines the types of data we collect, how we use it, and the measures we take to ensure its security.

  1. Data We Collect

When you use the CapametriX platform, we collect the following types of data:

  • Personal Information:
    • Email Address
    • Name
    • Company Name
    • Industry
    • Number of Employees
    • Location
  • Assessment Responses:
    • Self-assessment responses provided by users during the use of our services.
  1. How We Use Your Data

We use the collected data for the following purposes:

  • To provide, operate, and maintain our services.
  • To improve, personalize, and expand our services.
  • To understand and analyze how you use our services.
  • To develop new products, services, features, and functionality.
  • To communicate with you, either directly or through one of our partners, including for customer service, to provide you with updates and other information relating to the service, and for marketing and promotional purposes.
  • To process your transactions and manage your orders.
  • To send you emails.
  • To find and prevent fraud.
  1. Data Sharing

CapametriX platform does not share your personal data with any third parties, except as necessary for the operation of our services, or as required by law. Specifically, we do not sell, trade, or otherwise transfer to outside parties your Personally Identifiable Information.

  1. Data Storage and Security

Your data is stored on Microsoft Azure Cloud, which offers robust security measures to ensure your data is protected. These measures include:

  • Encryption: All data is encrypted both in transit and at rest.
  • Access Controls: Strict access control measures to ensure only authorized personnel have access to your data.
  • Regular Security Audits: Regular security audits to identify and address potential vulnerabilities.
  • Data Backup: Regular data backups to prevent data loss and ensure business continuity.
  1. Your Data Protection Rights

CapametriX aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data. If you wish to be informed about what Personal Data we hold about you and if you want it to be removed from our systems, please contact us.

In certain circumstances, you have the following data protection rights:

  • The right to access, update, or delete the information we have on you.
  • The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete.
  • The right to object. You have the right to object to our processing of your Personal Data.
  • The right of restriction. You have the right to request that we restrict the processing of your personal information.
  • The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable, and commonly used format.
  • The right to withdraw consent. You also have the right to withdraw your consent at any time where CapametriX OC relied on your consent to process your personal information.
  1. Changes to This Data Protection Agreement

We may update our Data Protection Agreement from time to time. We will notify you of any changes by posting the new Data Protection Agreement on this page. You are advised to review this Data Protection Agreement periodically for any changes. Changes to this Data Protection Agreement are effective when they are posted on this page.

  1. Contact Us

If you have any questions about this Data Protection Agreement, please contact us at:

C View Technologies Limited
Email: dataprotection@cviewtechnologies.com

By using the CapametriX platform, you acknowledge that you have read and understand this Data Protection Agreement and agree to its terms.