Herdify service terms

Last updated: 20 January 2022

1 General

1.1 herdify.ai is operated by Herdify Ltd (we, us, our). We are registered in England and Wales under company number 13288855 and have our registered office at Suite 19 Maple Court, Grove Park, Maidenhead, Berkshire, United Kingdom, SL6 3LW, UK.

1.2 This document (together with the documents referred to in it) tells you the terms of service (Terms) which apply to browsing of our website herdify.ai (Website) and to the creation of an account (Account) to access our free services (Free Services) and our paid for services (Subscription Services) that we make available (together, our Service(s)).  Our Services provide information, insights and results (Outputs) for use in your business; the Outputs provided will depend on the Service you subscribe for.

You may create an Account either on your own behalf or on behalf of your employer or other entity which has authorised you to access the Services on their behalf (Customer).  In creating an Account, you agree that you have read and accept these Terms.  If you are acting on behalf of a Customer, you warrant that you are authorised to do so and that you have due authority to accept these Terms on behalf of the Customer.

These Terms apply to all access to and use of our Services by the Customer and to you whether as a website visitor or as a registered user (User) and, unless stated otherwise, any new features, offers or services that we offer will be subject to these Terms.

2 Description of Services and access rights

2.1 During the term of the applicable Service and on the terms of and as permitted by these Terms, you have a right to use and to permit the Users to use our Services and the Outputs on a non-exclusive, non-transferable basis solely for your/the Customer’s own marketing and sales prospecting. You/the Customer have no right to use the Outputs for the purpose of creating or enhancing your own or a third party’s data-sets, insights, models or software.  Your access rights to our Services depend on your role and the Services for which the Customer has subscribed.

User typeDescription of role
Admin

The first User to create an Account.  An Admin may assign or add other members of the Account as Admins.  You acknowledge that the Account can become managed by a representative of the Customer that owns or controls the email address domain with which your Account was created or registered.  The Admin(s) of an Account are, severally and jointly, the authorized representatives of the Customer, and any decision or action made by any Admin is deemed as a decision or action of the Customer.

The Admins possess important privileges and controls over the use of the Services and the Account including, without limitation:

(i) control of your (and other Users) use of the Account; (ii) purchase, upgrade or  downgrade the Services; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined  below); and (iv) integrate or disable integration with Third Party Services.

Team MemberThe creation of a log-in to access an Account on invitation of an Account Admin. The features and functionalities available to you are determined by the Services subscribed for by the Admin, and your privileges are assigned and determined by the Account Admin(s).

2.2 Our Free Services and our Subscription Services are described on our pricing pages.  Different service components and features and prices apply to different models.

2.3 Our Services may include certain communications to all Users from us, such as service announcements, administrative messages and marketing information including information we think may be of interest, including new features.

2.4 In order to browse our Website and use the Services, you must arrange for access to the Internet and provide all equipment necessary to make such connection. You should use your own virus protection software.  You agree not to access the Services by any means other than through the interfaces that are provided by us for access. We do not guarantee that our Website and Services will be free from bugs or viruses.

2.5 From time to time we will update and change the Website and Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues.  Although we try to ensure our Website and Services are available 24/7, we cannot guarantee this.  We may suspend or withdraw or restrict the availability of all or any part of our Website or Services without notice for any reason.

2.6 We will provide our Services with reasonable care and skill and comply with all applicable laws, statutes and regulations from time to time in force.  You will not use the Services for any purpose or in any manner that is unlawful, offensive or prohibited by any laws to which you are subject.

3 Account registration

3.1 To register an Account you must be 18 years of age and provide us with the information requested on the account registration pages of our Website.  The information requested will vary depending on your relationship with us but will include personal data: see our Privacy Notice for details of how we use and look after your personal data.

3.2 You agree to provide true, accurate, current and complete information as prompted by the Service’s registration form, which you must maintain and promptly update as applicable. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that this is the case, we have the right to refuse to register, suspend or terminate your account and refuse any and all current or future use of our Services.

3.3 Customer is fully responsible for all activities that occur under its Account and is responsible for understanding the settings, privileges and controls for the Services and for controlling whom Customer permits to become a User and the settings and privileges for such User, including without limitation, the right for a User to invite other Users and the right to incur charges on the Account. Customer is responsible for the activities of all of its Users and for ensuring that Users keep passwords and other access credentials confidential.  You agree to immediately notify us by emailing support@herdify.ai of any unauthorised access to your Account, of breach of your User credentials or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this clause 3.3.

4 Charges and payment

4.1 There is no charge for browsing our Website, creating an Account or for using our Free Services.  The price, term and payment frequency for our Subscription Services are described on our services pages on our Website.

4.2 All fees are quoted exclusive of VAT or other applicable sales tax and are payable in advance.  We will issue a VAT invoice for each payment due.

4.3 Fees for our Subscription Services are charged for each term on a recurring basis until you cancel your subscription to a particular Subscription Service.  You or we may cancel your subscription(s) on not less than thirty (30) days’ notice to expire at the end of the applicable term for a Subscription Service either in the settings section of your Account or by notice to us at support@herdify.ai and by notice from us to your Admin.  We will not refund any payments (or part payments) already made on cancellation.  You remain liable for all payments due until the end of the term of the Subscription Services, irrespective of the date of cancellation.

4.4 You may also alter or add to your subscription(s) in the settings section of your Account.  Additions to your subscriptions will be billed pro rata to your next payment date.

4.5 We may raise the fees for our Subscription Services at the end of any minimum term (if applicable) or no more than once in any 12 month period of your subscription to a Subscription Service on providing you with notice at least thirty (30) days in advance of your renewal or the proposed date of application of the fee increase.  If you do not agree to a fee increase, you may cancel your Subscription Services in accordance with clause 4.3.

4.6 All payments made through our Services are processed by our third party payment provider and its affiliates: Paddle.com Market Limited.  In processing payment transactions, Paddle acts as our reseller and as a data controller.  This activity is carried out in accordance with the Paddle Privacy Policy We will not have access to your payment card details at any time.

5 Cancellation and termination

5.1 Subject to any commitment you make to a minimum term, you may cancel your subscription to a Subscription Service at the end of the applicable term for that Subscription Service in accordance with clause 4.3.  Cancellation will be effective on the last day of the current term.

5.2 After cancellation or termination of a subscription to a Subscription Service, provided that you still have your Account, we will retain your Customer Data (as defined in 6.1 below) in your Account.

5.3 Provided that you do not have any active subscriptions to a Subscription Service, you may close your Account at any time by contacting support@herdify.ai.  If you do not have any active subscriptions to a Subscription Service and your Account remains inactive for a period of two years from last log-in, we will contact you and give you not less than 30 days notice of closure of your Account.  Your Account will be closed if your Admin does not reactivate your Account by logging-in during the notice period.

5.4 On closure of your Account, we will retain your Customer Data (as defined in 6.1 below) for a period of 30 days during which you may export  your Customer Data , thereafter your Customer Data will be deleted.

5.5 We may, on reasonable notice, in our sole discretion and at any time, obsolete or discontinue providing the Services, or any part of them.   For Subscription Services to which you have subscribed, reasonable notice will be no less than 30 days and for Free Services reasonable notice will be 7 days.

5.6 Either party may terminate your Account and receipt of the Services for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.  We may also terminate your Account and all Services for cause on thirty (30) days’ notice if we determine that you if we believe that you have misled us in any way or have acted in a fraudulent manner.

5.7 Upon termination or expiration, you will stop all use of the Services and our Outputs. If we discontinue providing the Services or you terminate for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Services after termination. If we terminate for cause, you will promptly pay all unpaid fees due through to the end of the term. Fees are otherwise non-refundable.

6 Customer data, Herdify data and personal data

6.1. Customer Data comprises Customer’s historical and current interaction sales and marketing data (for example, Google Analytics data, prospects, calling data, opportunities and previous clients) inputted by the Customer into the Services or provided by the Customer to us for the purposes of the Services.  The Customer Data must not contain any sensitive or special category of personal data.

6.2 As between the parties, the Customer owns all rights, title and interest in and to all Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.  You grant us a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use, analyse and match the Customer Data for the purpose of providing the Services and the Outputs to the Customer.

6.3 Herdify Data is our confidential, proprietary data and information which contributes to the Services and the Outputs.  The Services will use Customer Data and Herdify Data to produce the Outputs.  The Outputs will not contain any personal data and are licensed to the Customer in accordance with clause 2.1 solely for the term of the Service.

6.4 The running of our models produces statistical insights and we analyse Outputs to produce anonymied and aggregated know-how, benchmarking data, trends and statistical insights, which contribute to our models and to Herdify Data.  You, the Customer or any client or customer of the Customer cannot be identified from these insights and data.  To the extent derived from Customer Data, you grant us an irrevocable, non-exclusive, royalty-free, fully paid up, perpetual, worldwide licence to use these insights and data for the purposes of the Services and our business.

6.5 To the extent that any Customer Data contains personal data, the parties acknowledge that the Customer is the controller of that personal data and we are a processor.  As such we will process that data in accordance with the provisions of the Data Processing Annex attached to these Terms.

6.6 We process the personal data you give us when you sign up for an Account and subscribe for our Services as a data controller to enable you to make use of our Services and to ensure the security of your Account.  Our Privacy Notice explains in detail the personal data we collect, how we use your personal data, with whom we share your personal data, how we maintain security of your data and your rights in relation to the personal data we hold about you.

6.7 You acknowledge that we will collect data on your and your Users’ use of our Website and the Services for performance and service analysis.  You grant us a world-wide, royalty-free, non-exclusive, perpetual licence to use non personally identifiable information from such data for the purposes of our business.

7 Third Party Services

The Services provide certain capabilities for the Customer to interface the Services with applications or software-based services provided by selected third parties (Third Party Services). If the Customer chooses to implement the integration of Third Party Services with the Services:

(a) the Customer is responsible for ensuring that it has all rights and permissions in place to integrate such Third Party Services with the Services and to transfer data to and from such Third Party Services;

(b) the Customer authorizes and instructs us to receive data from and transfer Customer Data to the implemented Third Party Services; and

(c) the Customer is responsible for the transfer of Customer Data to and from Third Party Services, including with respect to any unauthorised or unlawful processing of Customer Data and against accidental loss or destruction of, or damage to Customer Data and we shall have no liability or obligation whatsoever in relation to loss or damage that may be caused by integration with any Third Party Services.

7.2 We cannot ensure nor guarantee continued interoperability or availability of Third Party Services.  We do not endorse or approve any Third Party Services except to the extent that we make available a plug-in to utilize such application.  We makes no warranty or representation in respect of the functionality or availability of any Third Party Service accessible via the Services.

8 Intellectual property rights

8.1 As between the parties, we retain all right, title and interest, including without limitation all patent, copyright, trademark, trade secret, database rights and other intellectual property and proprietary rights, in and to (i) the Services (including in any algorithms and software, in object code and source code form), (ii) the Herdify Data, and (iii) any and all improvements, modifications, translations and derivative works of any of the foregoing (collectively, Herdify Property).

8.2 You do not acquire any right, title or interest in or to Herdify Property except as expressly set out in these Terms

8.3 You undertake that you will not:

(a) other than as permitted by these Terms, permit any third party to access and/or use the Services or Herdify Property;

(b) rent, lease, loan, or sell access to the Services or Herdify Property to any third party;

(c) interfere with, disrupt, alter, translate, or modify the Services or any part thereof, or create an undue burden on the Services or the networks or services connected to the Services;

(d) copy, reverse-engineer the Services, or access the Services to build a competitive product or service or integrate the Services with any services, information or software not being Third Party Services;

(e) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Services. Customer will limit access to the Services to Users and will administer account information and passwords accordingly.

8.4 We reserve the right to terminate the Customer’s access to the Services or the log-on credentials of any User in the event we believe the Services are being used in breach of the provisions of this clause 8.

9 Confidentiality and publicity

9.1 A party (receiving party) shall keep in strict confidence all confidential information (which includes Customer Data and Herdify Data) which has been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors. The receiving party shall only disclose confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under these Terms, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to these Terms. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination.

9.2 The Customer gives us permission to state that the Customer is a customer of ours and to use its logo or trademarks in our marketing material. The Customer gives us permission to publish a case study with regard to Customer’s use of the Services, provided such case study is first approved by the Customer.

10 Limitations of our responsibilities

10.1 Our Website and the Services are provided on an “as is” and “as available” basis to business Users and Customers.  We will make reasonable efforts to maintain the Services, however, we are not responsible for any damage, costs, loss of revenue, or other harm to you or your business arising out of unavailability of the Services, mis-delivery or non-delivery of information or communications, restriction or loss of access to the Services or unauthorised or misuse of the Services by you or another due to your sharing of access to the Services.

10.2 We do not warrant that:

  • the Services will meet your specific requirements or expectations; or
  • the Services will be uninterrupted or error-free.

10.3 Nothing in these Terms shall limit or exclude our liability for (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any other matter in respect of which it would be unlawful for us to exclude or restrict liability.

10.4 Subject to clause 10.3:

  • we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the provision of the Services; and
  • our total liability to you for all other losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to: (i) £10 for the Free Services; and (ii) the annual fees or charges payable by you for the Subscription Services in respect of which the claim arose.

11 General

11.1 Failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

11.2 We may transfer our rights and obligations under these Terms to another organisation. We will tell you if this happens and we will ensure that the transfer will not affect your rights under these Terms.  You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

11.3 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

11.4 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

11.5 The English courts will have exclusive jurisdiction over any claim arising from, or related to, these Terms.

12 Changes to the Terms

We reserve the right to update and change the Terms from time to time by posting the revisions on our Website.  If you are have an Account, to continue using our Services after any material changes to our Terms, you will need to accept the revised changes when you next log in.

13 Contact us

If you have any questions, comments or concerns regarding these Terms please contact us at support@herdify.ai.

Version: 20 January 2022

Data Processing Annex

This Annex forms part of an agreement entered into between us and a Customer for the supply of Services.  Capitalised terms not defined in this Annex are defined in the main body of the Terms.

Data Processing Details: 
SupplierHerdify Ltd (company number 13288855), registered office: Suite 19 Maple Court, Grove Park, Maidenhead, Berkshire, United Kingdom, SL6 3LW, UK
CustomerThe person or entity creating an Account and utilising the Services.
Subject matter and nature of the processingThe subject matter of the processing is identifying locations where the Customer is most likely to source additional customers for its own business.  The nature of the data processing is analysing Customer’s historical website interest and historical sales data.
Purpose of processingThe purpose of the processing is to provide the Services to the Customer.
Duration of the processingThe Supplier will only process personal data for so long as a Customer retains an Account.
Data subjects

The personal data to be processed concern the following data subjects:

Visitors to the Customer’s websites

Purchasers (both B2B and B2C) of the Customer’s products and services

Categories of data

The personal data to be processed concern the following categories of data:

Business name (to the extent personal data)

Google Analytics data but only to the extent such data might constitute personal data

Purchase information (date, billing details, delivery address, value of sale)

Sub-processors

Amazon Web Services EMEA Sarl: cloud hosting provider

Microsoft Ireland Operations Limited; cloud hosting provider

Auth0 Inc.: Security service verifying authentication details

  1. For the purposes of this Annex, the following terms have the following meanings:

Data subject, personal data, controller, processor, process, processing or processes each have the meaning given to them in Data Protection Legislation.

Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the UK GDPR.

  1. Both the Supplier and the Customer will comply with all applicable requirements of the Data Protection Legislation. This paragraph 2 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
  2. The Supplier shall, in relation to any personal data processed in connection with the performance of its obligations:

(a) process personal data only on the written instructions of the Customer as entered into the Services, unless the Supplier is required by applicable laws to otherwise process that personal data. Where the Supplier is relying on laws of the UK or English law as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the applicable laws unless those applicable laws prohibit the Supplier from so notifying the Customer.

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

(d) only transfer personal data outside of the UK or European Economic Area if the Supplier has provided appropriate safeguards in relation to the transfer and it complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred;

(e) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a personal data breach;

(g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer unless required by any applicable laws to retain the personal data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this Annex.

  1. The Customer consents to the Supplier appointing the sub-processors identified in this Schedule as third-party processors of personal data under the Agreement. The Customer generally consents to the Supplier engaging third party processors to process personal data provided that: (i) the Supplier provides at least 30 days’ prior notice of the addition of any third party processor, (ii) the Supplier enters into a written agreement with such processor substantially on that third party’s standard terms of business or incorporating terms which are substantially similar to those set out in this Annex; and (iii) as between the Customer and the Supplier, the Supplier remains liable for any breach of this Annex that is caused by an act, error or omission of its sub-processor.
  2. The Supplier shall make available to the Customer all information necessary to demonstrate compliance with its obligations under this Annex and will allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer. The Customer will be responsible for all costs (including the Supplier’s costs) of the carrying out of any such audit.
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