Terms of Service

Effective as of 20 November 2018.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE LIMITATIONS ON LIABILITY AND A DISCLAIMER OF ALL WARRANTIES.

1. Application and entire agreement

1.1. These Terms of Service (referred to herein as these “Terms of Service” or this “Agreement”) are between Vesperto Limited, a company incorporated in England and Wales under Company Number 11673100 with registered office at 15 Sandpiper Road, Sutton, SM1 2ZU, England, United Kingdom, and its subsidiaries or affiliates, in the United Kingdom and abroad, involved in providing our service (“VESPERTO”, Vesperto”, “Intelix”, “We”, “Our” or “Us”) and you (“You”, “Yourself”, “Your”, “The Customer”, collectively).
1.2. By applying for or using the Service (as defined below), You agree that You are authorised to accept this Agreement on behalf of Yourself and that You are bound by this Agreement. If You are agreeing to this Agreement for use of the Services by an organisation, then You are agreeing to this Agreement on behalf of that organisation (and “The Customer,” “You”, “Yourself” and “Your” will refer to that organisation). You must have the authority to bind that organisation to this Agreement; otherwise You must not sign up for the Service.
1.3. By using the Service, You are representing and warranting that You are over the age of 18, or the legal age of majority in your jurisdiction of residence. Vesperto does not make the Service available to anyone under the age of 13.
1.4. Your use of the Service and each website (each “Site”) owned and operated by Vesperto Limited is governed by these Terms of Service.
1.5. You must affirmatively agree to and indicate your acceptance of these Terms of Service and the Privacy Policy (individually or collectively the “Agreement”) in order to use the Service. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR THE SERVICES.
1.6. Please note that if You have executed a separate written agreement with Vesperto Limited regarding your use of certain of our Services, then that agreement, and not these Terms of Service, applies to those Services.

2. Service Definition

2.1. Intelix is a trademark of Vesperto Limited.
2.2. The Service is comprised of certain Vesperto Limited proprietary software (the “Software”) that allows You to obtain marketing and e-commerce intelligence information based on email campaigns sent by multiple brands in many industries. The Service is designed to improve marketing strategy, marketing content and provide data to enhance decision making processes (the Software and services provided thereby and from our Sites shall be collectively known as the “Service”).

3. Access to the Service

3.1. The Service is provided to registered users only by creating an account (“Account”). As part of the registration process, You must provide certain limited information about Yourself to Intelix and create an account. This information will be governed by Vesperto’s Privacy Policy (currently available at https://www.intelix.co/privacy-policy/).
3.2. You agree to keep all Account information accurate, current and complete (including without limitation any payment and contact information). Failure to do so may constitute a breach of this Agreement and may lead to termination of Your Account.
3.3. You agree to be responsible for the maintenance and security of your Account as well as the acts and/or omissions of any third party using the Service through Your Account. You must notify Company-Name immediately of any unauthorised use of Your Account, Account security breaches or loss of Account information.
3.4. We reserve the right to refuse the Service to any user and terminate Your Account for any reason within Vesperto’s sole discretion.

4. Payment Terms and Paid Plans

4.1. The Service is provided through the Account as an auto-renewing, paid subscription (a “Paid Plan”). By creating an Account, You are agreeing to pay in advance the amount due for each subscription period based on your selected Paid Plan. Our current pricing and available subscription period are available at https://www.intelix.co/pricing/.
4.2. By signing up for a Paid Plan, You are responsible for all fees due for the entire subscription period – even if You cancel your subscription.
4.3. You authorise us (or a billing agent acting on our behalf) to charge You the applicable fees using Your selected payment method. We’ll automatically bill You in advance from the date You convert to a Paid Plan based on your subscription plan and on each subscription renewal until cancellation.
4.4. The fees set forth in this Agreement are the net amount that We must receive exclusive of any taxes and You shall be responsible for promptly paying (to us or the appropriate taxing authority) any and all taxes, duties and tariffs, including, without limitation, sales, excise, value added, use, withholding, import/export and similar charges related to this Agreement.
4.5. ONCE YOU HAVE PURCHASED A PAID PLAN, WE WILL AUTOMATICALLY CHARGE AT THE END OF EACH SUBSCRIPTION PERIOD FOR THE NEXT SUBSCRIPTION PERIOD, UNLESS YOU NOTIFY US IN WRITNG THAT YOU WANT TO TERMINATE YOUR SUBSCRIPTION AND CEASE USING THE SERVICES AS SET FORTH IN SECTION 15 (Terms and Termination).

5. Changes to Paid Plans

5.1. If You upgrade your Paid Plan level, You will immediately be charged for the increased price of the upgraded Paid Plan, pro-rated to reflect the remaining duration of your subscription period, and You will be charged the full amount of the then-current rate for the new Paid Plan (and any auto-renewals thereof), as provided on our Site.
5.2. If You would like to downgrade your Paid Plan level prior to the end of your subscription period, you will need to provide written notice by email to billing@intelix.co not less than 30 days prior to the date of your next billing cycle or subscription period, whichever is sooner.
5.3. You will be charged for your downgraded Paid Plan starting with the next applicable month after the downgrade. You will be charged the full amount of the then-current rate for the downgraded Paid Plan (and any auto-renewals thereof), as provided on our Site.
5.4. Please note that You will not receive any refunds for payments made on your current billing cycle. Downgrading your Plan may cause the loss of Account content, features, or capacity. Vesperto disclaims liability for any such loss.
5.5. Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.
5.6. We may revise Paid Plan fees at any time, or impose additional fees or charges. If You are on a Paid Plan, We will do this by providing You with at least 30 days’ notice prior to the next charge (as such notice is set forth in Section 17 “Variations to the Agreement”). Provided that if You upgrade or downgrade Your plan (or an upgrade occurs automatically as set forth in this section), You will be charged at the then-current rate.
5.7. Your Paid Plan will remain in effect until it’s cancelled or terminated under these Terms of Service. If You don’t pay for your Paid Plan on time, We reserve the right to suspend or terminate your Account.
5.8. Unpaid fees are subject to a finance charge of 2% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Unless otherwise stated, all fees are stated in, and shall be paid in, British Pound.
5.9. Any fees quoted by Vesperto will be exclusive of VAT in accordance with UK law where applicable. Where applicable, you will be provided with a VAT invoice, sent to you via email. We will clearly communicate if VAT is applicable to your payment at the time of selecting a payment plan.

6. Free trial

6.1. Upon registration for the Service, Vesperto may provide You with access to the Service as a free trial account for 14 days from the date of Your registration (“Free Trial Period”).
6.2. We reserve the right to modify, cancel and/or limit the Free Trial Period without notice at any time.
6.3. After the Free Trial Period, You will either upgrade Your Account to a Paid Plan or your access to the Service will terminate. Please note that upon the end of Your Free Trial Period, if You do not purchase a Paid Plan, You will lose access to any information stored on the Service, and any interfaces to third party services that We provide. Vesperto disclaims liability for any such loss.
6.4. By converting to a Paid Plan, You are agreeing to pay in advance the amount due for each subscription period based on your selected Paid Plan.

7. Limited Licence

7.1. Subject to the terms and conditions of this Agreement, during the Free Trial Period or during your Paid Plan period You have a valid subscription with Intelix. Vesperto Limited will grant You (and You agree to comply with) a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to use the Service. Your use of the Service shall be subject and restricted pursuant to the terms and conditions of this Terms of Service.

8. Intellectual Property Rights

8.1. As between You and Vesperto Limited, Vesperto Limited owns all rights and interest to any and all patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectible and whether or not now known or hereafter discovered) (“Intellectual Property Rights”) in and to the Sites and the Service. Nothing in this Agreement grants You any rights whatsoever in or relating to the source code of the Software. All ownership rights, title, and Intellectual Property Rights in and to the Site and Services shall remain in Vesperto and/or its licensors. The Vesperto and Intelix brand and the Service are protected by UK and International copyright and other intellectual property laws. Other than as expressly granted herein, Vesperto does not grant You any other rights to the Sites or Service.
8.2. You agree that Vesperto has the right to change, modify, add to or discontinue or retire any aspect or feature of the Site or the Service at any time. Vesperto has no obligation to give You notice of any changes. From time to time, Vesperto may, but is under no obligation to, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices. All such upgrades, fixes or new versions shall be considered part of the Site and Service subject to the terms of this Agreement, unless We provide different terms at the time of release. Some Services may include Software which may update automatically.

9. Acceptable Use

9.1. You agree not to, or to allow others to:
(a) rent, transfer, sublicense, loan, sell, lease, provide access to a third party, or otherwise commercially use or exploit the Service;
(b) adapt, alter, modify, translate, decompile, disassemble or reverse engineer the Site or Service, including without limitation, the source code and any other underlying ideas or algorithms of the Software;
(c) interfere with, or attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the Service servers;
(d) use the Service to provide, or incorporate the Service into, any product or service provided to a third party;
(e) use or attempt to use the Service for competitive analysis or benchmarking of the Service, or to develop a competitive service or directly compete with the Service;
(f) copy, modify or create any derivative work of the Service;
(g) remove, obscure or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs or designations (“Branding”), or any electronic notices;
(h) use or attempt to use the Service, or provide us with any data, in violation of any third-party rights of any kind, including without limitation any privacy, intellectual property, confidentiality or contractual rights;
(i) use the Site or Service in violation of any applicable regulation or law;
(j) to store or transfer any tortious, illegal or infringing materials; and
(k) to transfer any viruses, worms, trojans or other items of a similarly destructive nature.
9.2. You agree to:
(a) use the Service for lawful purposes only and in compliance with any policies posted to the Site or conveyed by electronic notice;
(b) use the Service in a way that prevents or inhibits another user from enjoying the Service;
(c) to take any action that imposes an unreasonable or disproportionately large load on our infrastructure; and
(d) not to challenge or assist others to challenge Our rights in the Branding, or our Intellectual Property Rights or registration or applications thereof.
9.3. You agree to promptly notify Vesperto Limited of any violation of this Section, or otherwise of this Agreement.

10. Confidential Information

10.1. “Confidential Information” means: (a) the Service (Including the Software); and (b) any Vesperto business or technical information that is disclosed to You in connection with this Agreement, including, but not limited to, any information relating to Vesperto’s plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel or research and development. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party. You will not use Confidential Information, except as necessary for your performance of this Agreement.
10.2. The parties agree that any material breach of this Section (Confidentiality) will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of this Section in additional to any other relief to which Vesperto may be entitled.

11. User Content and Data Collection

11.1. You acknowledge that:
(a) You are solely responsible for any content that you post, submit or transfer in relation to the Service and that the content is relevant and consistent with the purpose of the Service;
(b) the content you supply is owned by you and not in violation of any law, regulation, or third party right, including without limitation intellectual property, privacy or contractual right;
(c) the content will not cause any injury to any person or entity;
(d) You will indemnify Vesperto and its affiliates and hold us harmless from all claims arising from content you supply or its use;
11.2. You grant Vesperto a non-exclusive, transferable, royalty-free, sublicensable, worldwide license to use, store and display your user content for the purposes of providing our services.
11.3. You agree to comply with all applicable privacy and data protection regulations.
11.4. We may collect registration and other information about You as our customer through our Site. Our collection and use of information collected about You on our website is governed by our Privacy Policy, available at https://www.intelix.co/privacy-policy/
11.5. We are expressly authorised to collect general user data and report on the aggregate response rate and other aggregate measures of the Service’s use and performance. In addition, we may monitor the use and performance of the Service for compliance with, and to enforce, the terms and conditions of this Agreement.

12. Warranty Disclaimer

TO THE FULLEST EXTENT ALLOWED BY LAW, THE SERVICE AND SITE ARE PROVIDED BY VESPERTO LIMITED AND ITS LICENSORS “AS IS” AND “AS AVAILABLE” AND VESPERTO LIMITED MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU ASSUME ALL RISK FOR YOUR USE OF THE SERVICE AND SITE, INCLUDING WITHOUT LIMITATION ANY HARM CAUSED BY VIRUSES, WORKS, OR OTHER DAMAGING MATERIALS. IN NO EVENT DOES VESPERTO LIMITED GUARANTEE ANY RESULTS, INCREASED TRAFFIC OR USER ENGAGEMENT FOR YOU. VESPERTO LIMITED DOES NOT WARRANT THAT THE SERVICE OR SITE, OR ANY PORTION THEREOF, ARE ACCURATE, ERROR OR BUG FREE, THAT YOUR USE OF THE SERVICE OR SITE WILL BE UNINTERRUPTED, OR THAT THE SERVICE’S OR SITE’S OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE. THIS SECTION APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. THE SERVICE IS OFFERED BY VESPERTO LIMITED FROM ITS FACILITIES AND OPERATIONS IN THE UNITED KINGDOM. VESPERTO LIMITED MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICE FROM JURISDICTIONS OUTSIDE THE UNITED KINGDOM ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS. VESPERTO LIMITED SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE EXTENT PERMISSIBLE UNDER THE UK “SALE OF GOODS ACT”, 1979 (AS AMENDED).

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VESPERTO LIMITED AND/OR ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE (A) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATED TO OR ARISING FROM YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICE OR SITE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY INTANGIBLE LOSSES, PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR USE OF THE SERVICE OR SITE, INABILITY TO ACCESS THE SERVICE, ADVERTISEMENTS, UNAUTHORISED ACCESS TO OUR SERVERS, SERVER UNAVAILABILITY, AND ANY PERSONAL INFORMATION STORED THEREIN, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY WHETHER OR NOT VESPERTO LIMITED WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE ; OR (B) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. IN NO EVENT SHALL VESPERTO LIMITED AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL SUM OF ONE HUNDRED BRITISH POUNDS (£100).

14. Indemnification

YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS VESPERTO LIMITED ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL DEMANDS, LIABILITIES, LOSSES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, LEGAL AND ATTORNEY’S FEES INCLUDING COSTS OF DEFENCE OF CLAIMS, ARISING OUT OF OR RELATING TO (A) YOUR ACCESS OR USE OF THE SERVICE OR SITE, INCLUDING WITHOUT LIMITATION THAT ANY CLAIM THAT ANY OF THE FOREGOING VIOLATES ANY THIRD PARTY RIGHT, (B) SERVICES, PRODUCTS, INFORMATION, DATA, PROCESSING INSTRUCTIONS OR CONTENT YOU SUBMITTED OR USED IN CONNECTION WITH THE SERVICE, OR (C) ANY ACTUAL OR ALLEGED NEGLIGENCE, WILFUL MISCONDUCT, FRAUD, MANIPULATION, OR BREACH OF THIS AGREEMENT, BY YOU. YOU WILL NOT ENTER INTO ANY SETTLEMENT OF, OR AGREEMENT RELATED TO, ANY MATTER COVERED BY THIS SECTION WITHOUT FIRST OBTAINING VESPERTO LIMITED WRITTEN CONSENT. VESPERTO LIMITED RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO PARTICIPATE IN ANY DEFENSE, AND TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL FULLY COOPERATE WITH VESPERTO LIMITED IN SUCH DEFENSE.

15. Term and Termination

15.1. This Agreement is effective for your Free Trial Period, and, upon conversion to a Paid Plan subscription, and during your Paid Plan subscription until your paid subscription to the Service terminates, or until the Agreement is otherwise terminated as set forth herein.
15.2. During the Free Trial Period, We may terminate this Agreement at any time, in whole or in part, for any reason, with or without notice.
15.3. During the Free Trial Period, You may terminate this Agreement at any time by
(a) providing us with written notice, and
(b) discontinuing Your use of the Service.
15.4. During your Paid Plan subscription, We may terminate this Agreement at any time, in whole or in part, for any reason upon providing You with fourteen (14) days’ written notice.
15.5. During the Paid Plan subscription, You may terminate this Agreement effective as of the end of the then-current subscription period by providing us with at least thirty (30) days’ written notice prior to the expiration of your then-current subscription term.
15.6. Upon any termination or expiration of this Agreement, all licenses, and any other rights and services provided by Us to You in this Agreement, shall cease immediately, and You shall immediately
(a) pay all outstanding balances, and
(b) discontinue all use of the Services.
15.7. The following sections will survive any expiration or termination of this Agreement: 4, 9 through to 20.
15.8. We also may permanently or temporarily terminate, suspend, or otherwise refuse to permit Your use of the Service without notice or liability, if in Our sole determination, You violate these Terms of Service or Vesperto’s privacy policy, or in cases of emergency or to prevent violations of law or harm to others. Termination of these Terms of Service, any license, or Your access to the Site or Service, shall not limit Us from pursuing other remedies available to Us against You, including, but not limited to, injunctive relief.

16. Marketing Permission

You agree to participate in reasonable marketing activities that promote the benefits of the Service to other potential customers and to use of Your name and logo on Vesperto’s websites and in Vesperto’s promotional materials. You agree that Vesperto may disclose You as a customer of Vesperto.

17. Variations to the Agreement

17.1. You agree that Vesperto may vary the terms of this Agreement or the Service from time to time by notifying you of the change by email or in writing or through the Service. We will give you a reasonable period of notice of the variation.
17.2. If we vary the Service, we may increase the fees for the Services.
17.3. The variation of the Agreement or the Service will be effective upon posting (unless otherwise indicated at the time of posting). By continuing to use the Service following the posting of this Agreement, You consent to the revised or modified terms of this Agreement.
17.4. If we notify you of variation of the Service (or part of the Service) entailing either increased fees or materially reduced functionality, you may cancel the varied parts of the Service for any reason by giving not less than 14 days’ notice from the date on which you receive notice of the variation from us. We shall refund you a proportion of the fees representing the number of paid-for days of the Services that you will not be receiving due to termination.

18. General terms and Interpretation

18.1. The Service may contain or be distributed with open source software or other third party software which may be covered by a different license. Notwithstanding anything to the contrary, the obligations of Vesperto set forth in this Agreement do not extend to any open source software or such other third party software which may be made available by Vesperto, or otherwise obtained or used by You. You agree that all open source software or such other third party software shall be and shall remain subject to the terms and conditions under which it is provided, and You shall be responsible for compliance with such terms. To the fullest extent possible Vesperto disclaims all warranties and liability regarding such open source and third party software in accordance with the terms of this Agreement.
18.2. References to clauses are to the clauses of these Terms of Service.
18.3. References to paragraphs are to the paragraphs of these Terms of Service.
18.4. Headings are for ease of reference only and shall in no way affect the interpretation of this Agreement.
18.5. Words imparting the singular numbers shall include the plural and vice-versa.
18.6. Wherever the words “including”, “include”, or “includes” or are used they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires.
18.7. All rights and remedies referred to in this Agreement are cumulative and not to the exclusion of other rights and remedies, unless expressly stated otherwise.
18.8. Assignment. You may not assign, licence or transfer any of your obligations under these terms to any third party. You may not delegate, assign or otherwise transfer Your rights or delegate Your obligations under this Agreement, in whole or in part, any attempted assignment by You shall be null and void.
18.9. Governing Law. These terms are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
18.10. Notwithstanding the foregoing, in the event of your or others’ unauthorised access to or use of the Services or content in violation of these terms You agree that We are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
18.11. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary to give effect to the mutual intent of the parties, and so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.
18.12. No waiver. Failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches.
18.13. Notices. Any notice given under this Agreement shall be in writing and in the English language and shall be emailed, if to Us, or if to You, to the email or physical address associated with Your account. You hereby consent to receiving any notices relevant to the Service or this Agreement by email sent to the current email address of Your account and notices posted on the Site without requiring a handwritten signature for such notice to be effective.
18.14. Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood or other acts of God, labour conditions, power failures, and Internet disturbances.
18.15. The Agreement. These terms, and any other documents or terms referred to in these terms, shall constitute the whole agreement between You and Us with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement.
18.16. Any claim related to these Terms of Service, the Site(s) or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to You and your successors.
18.17. Vesperto and You are not legal partners or agents but are independent contractors.
18.18. There are no third-party beneficiaries to this Agreement. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms but this does not affect any right or remedy that exists or is available apart from that Act.
18.19. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
18.20. All waivers and modifications must be in a writing signed on behalf of both parties by their duly authorised representatives, except as otherwise provided herein. No waiver of any breach shall constitute a waiver of any other breach.
18.21. The enforceability or otherwise of any clause, sub-clause or provision of these terms shall not affect in any way the enforceability of the remainder of this Agreement.

19. Data Protection

19.1. We may gain access to and/or acquire the ability to transfer, process or store your personal data or personal data of Your employees.
19.2. You agree that where such processing of personal data takes place, You shall be the “Data Controller” and Vesperto shall be the “Data Processor” as defined in the General Data Protection Regulation (GDPR). For the avoidance of doubt, “Data Controller’, “Data Processor” , “Personal Data”, “Data Subject” and “Processing” shall have the same meaning as in the GDPR.
19.3. We will only Process Personal Data to the extent reasonably required to provide the Service as described in this Agreement. We shall not retain any Personal Data longer than reasonably necessary for the Processing and refrain from Processing any Personal Data for any other purposes than to provide the Service.
19.4. We shall not disclose Personal Data to any third parties other than Officers, Directors, Employees, Agents, Representatives, sub-contractors or Advisers on a strict ‘need-to-know’ basis and only under the same conditions as described in this Agreement or to the extent required by applicable legislation and/or regulations.
19.5. We shall implement and maintain technical and organisational security measures as required to protect Personal Data Processed by us on Your behalf.

You can access further information about our approach to data protection in our Data Protection Policy at https://www.intelix.co/data-protection-policy/. For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following email address: gdpr@intelix.co.