Terms and conditions

Last modified: 30th October 2024

Introduction

Uncover IQ is a brand belonging to Vanvitelli Ventures S.L., a company incorporated in Spain (“Uncover IQ,” “we,” “our” or “us”).

Please find below two separate sets of terms and conditions:

(A) A standard software as a service agreement applicable to all corporate customers who create an account with Uncover IQ for use of the platform; and
(B) An end-user license agreement for all individual authorized users of the platform. If you are unsure which set of terms and conditions applies to you, please contact us at dpo@uncoveriq.com.

Definitions and Key Terms

1.1 During the Term, Uncover IQ will provide the Services to the Client on, and subject to, the terms of this agreement.

1.2 The purpose of the Services is to facilitate compliance with EU regulations concerning the use of cookies on your website and to help you obtain the relevant consents from your website users. Uncover IQ provides the IT infrastructure only; it is your responsibility to ensure correct implementation and provide relevant input to the system. This includes drafting appropriate consent requests and supplying necessary information to users to obtain “informed,” “prior,” and “implied” or “explicit” consent, as required. EU legislation may vary across countries, and Uncover IQ cannot guarantee that using its platform will automatically ensure compliance with all local rules and regulations on cookie use and consent collection. We recommend seeking local legal advice to ensure compliance with relevant laws when implementing the solution and tailoring consent wording for your website.

1.3 Uncover IQ will use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week, except for:

(a) Planned maintenance, performed during designated maintenance windows; and

(b) Unplanned maintenance, carried out outside normal business hours.

1.4 Uncover IQ will, as part of the Services and at no additional cost to the Client, provide Support Services during normal business hours. The availability of Support Services may be modified at Uncover IQ’s discretion. The Client may also purchase enhanced support services separately at Uncover IQ’s current rates.

1.5 Uncover IQ may, from time to time during the Term:

(a) Introduce new features, functionality, applications, or tools to the Services;

(b) Modify the Software by issuing updates or new releases.

1.6 The Client acknowledges that certain Services, including Support Services, content, features, or capacity, may not be available (in full or in part) depending on the Plan selected by the Client.

Provision of Services

1.1 During the Term, Uncover IQ will provide the Services to the Client on, and subject to, the terms of this agreement.

1.3 Uncover IQ will use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week, except for:

(a) Planned maintenance, performed during designated maintenance windows; and

(b) Unplanned maintenance, carried out outside normal business hours.

1.5 Uncover IQ may, from time to time during the Term:

(a) Introduce new features, functionality, applications, or tools to the Services;

(b) Modify the Software by issuing updates or new releases.

1.6 The Client acknowledges that certain Services, including Support Services, content, features, or capacity, may not be available (in full or in part) depending on the Plan selected by the Client.

License and Use Restrictions

2.1 Subject to the Client’s compliance with all terms and conditions of this agreement, Uncover IQ hereby grants the Client a non-exclusive, non-transferable right to allow Authorised Users to use the Services, Documentation, and Software during the Term solely for the Client’s business operations.

2.2 The Client must not, and will ensure that Authorised Users do not, access, store, distribute, or transmit any viruses or any material in the course of using the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, color, religious belief, sexual orientation, or disability; or

(f) otherwise causes damage or injury to any person or property, or is illegal in any way.

Uncover IQ reserves the right, without liability or prejudice to its other rights, to disable the Client’s and/or the Authorised Users’ access to all or part of the Services if Uncover IQ reasonably believes there has been (or may be) a breach of the provisions in this clause.

2.3 Except to the extent expressly permitted under this agreement, the Client agrees that it will not, and will ensure that Authorised Users will not:

(a) create and/or distribute any product or service that competes with the Services;

(b) except as may be allowed by applicable law, which is incapable of exclusion by agreement between the parties:

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party, except to Authorised Users; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation.

2.4 The Client must use all reasonable efforts to prevent any unauthorised access to or use of the Services and/or Documentation and, in the event of any such unauthorised access or use, promptly notify Uncover IQ.

2.5 The rights provided under this clause are granted to the Client only and, unless expressly stated in writing, are not granted to any subsidiary or holding company of the Client.

Authorised Users

3.1 In relation to Authorised Users, the Client agrees that:

(a) The maximum number of Authorised Users it authorises to access and use the Services and Documentation will not exceed the limit set in the Plan it has purchased.

(b) It will not allow any user account to be shared by more than one individual Authorised User unless it has been fully reassigned to another individual, in which case the previous Authorised User will no longer have any right to access or use the Services and/or Documentation.

(c) Each Authorised User must use a secure password for accessing the Services and Documentation, and each must keep their password confidential.

3.2 If Uncover IQ discovers that the Client has underpaid Fees, then without prejudice to Uncover IQ’s other rights, the Client will pay an amount equal to the underpayment as calculated according to the Fee Schedule within 10 working days of being notified.

3.3 In addition to the commitments in clause 3.1 regarding the number of Authorised Users, the Client acknowledges that it is solely responsible for determining each Authorised User’s permission rights (admin or read-only) and monitoring compliance. Uncover IQ will bear no liability regarding the management of these permissions.

3.4 The Client may, during any Term, request to upgrade or downgrade its Plan by either selecting the relevant option on the website or application where the Services are provided or by contacting Uncover IQ with the details of the request (including the Client’s account details) at the email address provided in clause 15.10. Once all relevant information has been received, the requested Plan change will take effect, and access to the Services and Documentation (if applicable) will be updated within one (1) working day. Fees will be prorated for the remainder of the current payment period, and Uncover IQ will either issue a credit note for the Client to apply against the following payment period or add the corresponding amount to the Fees due in the next payment period, as appropriate.

Uncover IQ's Obligations

4.1 Uncover IQ undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable care and skill.

4.2 The undertaking in clause 4.1 will not apply in cases of non-conformance caused by a fault in a third-party API used to access Client Data, the use of the Services contrary to Uncover IQ’s instructions (including custom application design and implementation), or modification or alteration of the Services by any party other than Uncover IQ or its authorised contractors or agents. If the Services do not conform to the above undertaking, Uncover IQ will, at its expense, use all reasonable commercial efforts to correct such non-conformance promptly or provide the Client with an alternative means of achieving the desired performance. This correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking in clause 4.1. Notwithstanding this, Uncover IQ:

(a) does not warrant that the Client’s use of the Services will be uninterrupted or error-free, or that the Services, Documentation, and/or information obtained through the Services will meet the Client’s requirements;

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from data transfer over communications networks and facilities, including the internet. The Client acknowledges that the Services and Documentation may be subject to limitations, delays, and other issues inherent in the use of such communication facilities.

4.3 This agreement does not prevent Uncover IQ from entering into similar agreements with third parties or from independently developing, using, selling, or licensing documentation, products, and/or services similar to those provided under this agreement.

Client Obligations

5.1 The Client shall:

(a) Provide Uncover IQ with all necessary cooperation, information, and access to such information to enable the provision of the Services;

(b) Comply with all applicable laws and regulations regarding its activities under this agreement;

(c) Obtain and maintain all necessary licenses, consents, and permissions required for Uncover IQ to perform its obligations under this agreement, including providing the Services;

(d) Ensure that Authorised Users use the Services and Documentation in compliance with the terms of both this agreement and the End User Licence Agreement, including any user instructions provided in the Documentation, and will be responsible for any breach of this agreement by an Authorised User;

(e) Upon request, provide Uncover IQ with relevant information about its Authorised Users as reasonably required for managing and enforcing the terms of the End User Licence Agreement with those users;

(f) Ensure that its network and systems meet the relevant specifications provided by Uncover IQ from time to time; and

(g) Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Uncover IQ’s data centers, as well as for any problems, delays, delivery failures, or other losses or damages arising from or related to the Client’s network connections, telecommunications links, or issues caused by the internet.

Free Trial Period & Free / Beta Account

6.1 From time to time, Uncover IQ may, at its sole discretion, allow the Client to open an account (“Free Trial Account” or “Free Account”) to use certain Services at no charge and for a limited period (“Trial Period”).

6.2 The Client acknowledges and agrees that Services will cease to be provided at the end of the Trial Period if the Client has not purchased a subscription-based Plan by that time.

6.3 During the Trial Period or for the duration of a Free Account, this agreement may be terminated immediately by Uncover IQ by providing written notice to the Client for any reason. Uncover IQ also reserves the right to disable or restrict the Client’s access to the full range of Services without notice.

6.4 Except for clause 7 (payment) and any other clause that conflicts with this clause 6, the Client’s use of the Services and Documentation during a Trial Period will otherwise be governed by the terms of this agreement.

Prices and Payments

7.1 The Client must pay the Fees to Uncover IQ for the applicable Plan in accordance with this clause 7 and the Fee Schedule.

7.2 Upon registration for a subscription-based Plan, and every month or year thereafter during the Term (depending on the payment plan selected by the Client), the Client must pay Uncover IQ the Fees. The payment method will be as agreed between the Client and Uncover IQ from time to time.

7.3 All Fees under this agreement are payable in US Dollars or Euros (where applicable), are non-refundable (except as outlined in clause 3.4), and are exclusive of VAT, IVA, or Sales Tax, which will be added to the invoice at the appropriate rate where applicable.

7.4 If, for any reason, the Client does not pay Uncover IQ the Fees within 10 working days of the due date, then, without limiting Uncover IQ’s remedies under clause 14:

(a) The Client must pay interest on the overdue amount at an annual rate of 4% above the Bank of America’s base rate, accruing daily from the due date until the overdue amount is paid, whether before or after judgment. The Client must pay the interest along with the overdue amount; and

(b) Uncover IQ may suspend access to all or part of the Services, without any liability to the Client, and will be under no obligation to provide any or all of the Services while the relevant Fees remain unpaid.

7.5 Uncover IQ is entitled to increase the Fees, provided it gives the Client at least one month’s written notice of the change. Fee changes will take effect on the next billing date, and the Fee Schedule will be deemed amended accordingly.

Publicity

The Client hereby gives Uncover IQ permission to refer to the Client and the Services provided under this agreement and to use the Client’s corporate logo in connection with the promotion of the Services in any media during the Term, including but not limited to the website www.uncoveriq.com.

Intellectual Property Rights

The Client acknowledges and agrees that Uncover IQ and/or its licensors own all intellectual property rights in the Services, the Software, and the Documentation. Except as expressly stated herein, this agreement does not grant the Client any rights to or in patents, copyright, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services, the Software, or the Documentation.

Confidentiality

10.1 Each party may have access to the Confidential Information of the other party under this agreement. A party’s Confidential Information does not include information that:

(a) is or becomes publicly known through no act or omission of the receiving party; or

(b) was in the other party’s lawful possession prior to the disclosure; or

(d) is independently developed by the receiving party, with such independent development demonstrable by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.

10.2 Each party must keep the other’s Confidential Information confidential and, unless required by law, must not make the other’s Confidential Information available to any third party or use it for any purpose other than the implementation of this agreement.

10.3 Each party agrees to take all reasonable steps to ensure that the Confidential Information of the other party to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

10.4 This clause 10 will survive the termination of this agreement for any reason.

Client Data

Uncover IQ will maintain certain data that the Client transmits to the Software for the purpose of managing the performance of the Site, as well as data related to the Client’s use of the Site. Although regular routine backups of data are performed, the Client is solely responsible for all data transmitted or related to any activity undertaken using the Site. The Client agrees that Uncover IQ shall have no liability for any loss or corruption of such data, and the Client hereby waives any right of action against Uncover IQ arising from any such loss or corruption of data.

Indemnity

The Client must indemnify Uncover IQ against all claims, actions, proceedings, losses, damages, expenses, and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with the Client’s use or misuse of the Services and/or the Documentation, provided that:

(a) The Client is given prompt notice of any such claim;

(b) Uncover IQ provides reasonable cooperation to the Client in the defense and settlement of such claim, at the Client’s expense; and

Limitation of Liability

13.1 Except as expressly and specifically provided in this agreement:

(a) The Client assumes sole responsibility for results obtained from the use of the Services and Documentation by the Client, and for conclusions drawn from such use. Uncover IQ will have no liability for any damage caused by errors or omissions in any information, instructions, or scripts provided by the Client in connection with the Services, including Client Data, or any actions taken by Uncover IQ at the Client’s discretion.

(b) All warranties, conditions, and other terms implied by statute, common law, or otherwise are, to the fullest extent permitted by law, excluded from this agreement.

13.2 Nothing in this agreement excludes the liability of Uncover IQ for death or personal injury caused by Uncover IQ’s negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded under Spanish law.

13.3 Subject to clause 13.2, Uncover IQ will not, in any circumstances, be liable, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution, or otherwise, for:

(a) Loss of profits;

(b) Loss of business;

(d) Loss or corruption of data or information;

(e) Any pure economic loss; or

(f) Any special, indirect, or consequential costs, damages, charges, or expenses.

13.4 Subject to clause 13.2, Uncover IQ’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of this agreement will, in all circumstances, be limited to the amount actually paid by the Client to Uncover IQ under this agreement in the 12 months preceding the date on which the claim arose.

Term and Termination

14.1 This agreement commences on the date the Client registers as a user of the Uncover IQ platform. Unless terminated earlier in accordance with clauses 14.2 – 14.4 (inclusive), this agreement will continue for either:

(a) Continuous one-month periods; or

(b) Continuous annual periods,

depending on the payment period selected by the Client (the “Term”).

14.2 The Client may terminate this agreement at any time and for any reason, with immediate effect, by clicking the relevant link to cancel its account on the website or application through which the Services are provided.

14.3 Uncover IQ may terminate this agreement, with termination effective at the end of the then-current subscription period, by giving prior written notice to the Client.

14.4 Either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) The other party fails to pay any amount due under this agreement by the due date; or

(b) The other party commits a material breach of any term of this agreement which is irremediable or (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so; or

(c) The other party admits inability to pay its debts or is deemed unable to pay its debts, or takes any step or action in connection with entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), is wound up (voluntarily or by court order, unless for the purpose of a solvent restructuring), has a receiver appointed to any of its assets, ceases to carry on business, or if a similar step or action is taken in another jurisdiction, in connection with an analogous procedure in the relevant jurisdiction.

General

15.1 Force Majeure. Neither party will be in breach of this agreement or liable for any delay in performance, or failure to perform, any of its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control. The affected party will be entitled to a reasonable extension of time for performing such obligations. If the delay or non-performance continues for one (1) month, the unaffected party may terminate this agreement by giving 10 working days’ written notice to the other party.

15.2 Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict further exercise of that or any other right or remedy.

15.3 Severance. If any provision or part of this agreement is or becomes invalid, illegal, or unenforceable, the other provisions will remain in effect. The invalid or unenforceable provision will apply with whatever modification is necessary to give effect to the parties’ commercial intention.

15.4 Entire Agreement. This agreement, along with any referenced documents, constitutes the entire agreement between the parties and supersedes all prior agreements related to its subject matter. Each party acknowledges that it does not rely on any representation, assurance, or warranty (whether in writing or not) of any person, other than as expressly set out in this agreement.

15.5 Variation. No variation of this agreement will be effective unless in writing and signed by both parties (or their authorised representatives).

15.6 Assignment. The Client must not, without prior written consent from Uncover IQ, assign, transfer, charge, subcontract, or deal in any other manner with its rights or obligations under this agreement. Uncover IQ may assign, transfer, charge, subcontract, or deal in any manner with any or all of its rights under this agreement at any time.

15.7 No Partnership or Agency. Nothing in this agreement is intended to, or will be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments on behalf of another party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15.8 Third-Party Rights. No one other than a party to this agreement, their successors, and permitted assignees, will have any right to enforce any of its terms.

15.9 Rights and Remedies. The rights and remedies provided under this agreement are additional to, and not exclusive of, any rights or remedies provided by law.

15.10 Notices. Any notice given under or in connection with this contract must be in writing and sent: (a) by hand or prepaid post to the registered office or principal place of business; or (b) by email to team@uncoveriq.com (for Uncover IQ) and the email address provided by the Client during registration. Notices will be deemed received as follows: (d) if by hand, upon receipt of a signed delivery or at the time the notice is left at the proper address; (e) if by prepaid post, at 9.00 am on the second working day after posting or the recorded delivery time; or (f) if by email, upon sending, provided the sender did not receive a failure notification.

15.11 Governing Law and Jurisdiction. This agreement, and any disputes or claims arising out of or in connection with it or its subject matter (including non-contractual disputes), are governed by the laws of Spain. The courts of Spain will have exclusive jurisdiction over such disputes or claims.

(B) End User Licence Agreement

Last Updated: 30 October 2024

This agreement (together with our Privacy Policy and Cookie Policy) sets out the terms and conditions for access to and use of our data communication software platform (“Platform”).

By registering to use the Platform, you agree to these terms and conditions, which will be binding. If you do not agree to the terms of this agreement, please refrain from using the Platform.

Eligibility

1.1 To be eligible to access and use the Platform, you must:

(a) Be at least 18 years old;

(b) Be a duly authorised employee, agent, consultant, or independent contractor of a corporate customer that has contracted with Uncover IQ for the use of the Platform (“Corporate Customer”); and

1.2 You represent and warrant to us that you are authorised by a Corporate Customer to use the Platform.

Access and Use

2.1 Subject to your compliance with this agreement, Uncover IQ hereby grants you a non-exclusive, non-transferable licence to access and use the Platform for the term of this agreement, solely for use within the Corporate Customer’s internal business operations.

2.2 You must keep all user identification codes and passwords confidential and not disclose them to any third party (unless as part of a permitted reassignment by the Corporate Customer).

Platform Restrictions

3.1 Except as expressly set out in this agreement or as permitted by applicable law, you agree not to:

(a) Create and/or distribute any product or service that competes with the Platform;

(b) Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any part of the Platform in any form or media;

(c) Attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce the Platform to human-perceivable form;

(d) Use the Platform to provide services to third parties;

(e) License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or make the Platform available to any third party (except where you are an admin-user, allowing access to other authorised users); or

(f) Attempt to obtain or assist third parties in obtaining access to the Platform.

3.2 You will use all reasonable endeavours to prevent any unauthorised access to or use of the Platform and, in the event of such unauthorised access or use, promptly notify Uncover IQ.

3.3 You warrant to us that all the information you provide to Uncover IQ is true and accurate to the best of your knowledge.

Acceptable Use Restrictions

4.1 You must not access, store, distribute, or transmit any viruses or material that is:

(a) Unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;

(b) Facilitates illegal activity;

(d) Promotes unlawful violence;

(e) Discriminatory based on race, gender, color, religious belief, sexual orientation, or disability; or

(f) Otherwise illegal or causes damage or injury to any person or property.

4.2 Additionally, you agree:

(a) Not to use the Platform in a way that could damage, disable, overburden, impair, or compromise our systems or security, or interfere with other users;

(b) Not to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses or harmful data, into the Platform or any operating system; and

(c) Not to collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers running the Platform.

Intellectual Property Rights

Uncover IQ is the owner or licensee of all intellectual property rights in the Platform and in the material published on it. All such rights are reserved. You acknowledge that you have no rights in or to the Platform other than the right to access and use it under the terms of this agreement.

Changes to This Agreement

We may change this agreement at any time. Any changes we make in the future will be posted on https://uncoveriq.com/terms-and-conditions and, where appropriate, notified to you by email or displayed on-screen when you next access the Platform.

Uncover IQ’s Liability

7.1 To the extent permitted by law, our maximum aggregate liability under or in connection with this agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to €100.

7.2 To the extent permitted by law, we exclude all conditions, warranties, and representations which may apply to the Platform or any content on it, whether express or implied.

Termination

8.1 This agreement commences on the date you register to use the Platform and continues until either termination under clause 8.2 or the termination or expiry of the separate agreement between the Corporate Customer and Uncover IQ.

8.2 This agreement may be terminated if:

(a) You commit a material or persistent breach of this agreement, in which case we may terminate this agreement immediately by written notice to you; or

(b) The Corporate Customer withdraws your authority to use the Platform, for example, if you cease to be employed by the Corporate Customer.

8.3 Upon termination, all rights granted to you under this agreement will cease.

Other Important Terms

9.1 We may transfer our rights and obligations under this agreement to another organisation, but this will not affect your rights or our obligations under this agreement.

9.2 If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you or delay in doing so, that will not mean we have waived our rights or that you are exempt from complying with those obligations. If we do waive a default by you, we will only do so in writing, and it will not automatically waive any later default by you.

9.3 Each condition of this agreement operates separately. If any court or competent authority finds any part unlawful or unenforceable, the remaining conditions will remain in effect.

9.4 This agreement, its subject matter, and its formation are governed by Spanish law. You and we both agree that the courts of Spain will have exclusive jurisdiction.