Terms of Service

1. Definitions

"Admin User" means an authorised employee of the Customer who has full administrative access rights to the Platform.

"Agreement" means these Terms of Service, together with the Auditee Offer and the Auditee Data Processing Agreement.

"Authorised Users" means individuals who are employees, contractors, or representatives of the Customer, permitted to access the Platform under the Customer's account.

"Confidential Information" means information of commercial value disclosed in any form that is designated as confidential or would reasonably be understood as confidential given its nature and the circumstances of disclosure.

"Customer Data" has the meaning given in the Auditee Data Processing Agreement.

"Auditee Offer" means the offer issued by Auditee setting out the details of the chosen subscription package, additional services (if any), and the applicable fees and payment terms.

"Maintenance Window" means weekends or the period between 9:00 PM and 6:00 AM UK time on business days, during which maintenance may occur.

"Platform" means the Auditee compliance software platform, including any related services, features, and tools provided under the chosen subscription package as described in the Auditee Offer.

"Staff User" means an employee, agent, or contractor of the Customer with limited permission rights to use the Platform as necessary for their duties.

"Subscription Term" means the subscription period (annual, monthly, or otherwise) specified in the Auditee Offer.

2. Introduction

2.1. These Terms set out the agreement between Auditee Ltd ("Auditee") and the Customer regarding the use of the Platform.

2.2. Acceptance of the Auditee Offer or use of the Platform constitutes acceptance of these Terms.

3. Licence and Limitations

3.1. Auditee grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence to use the Platform for internal business purposes during the Subscription Term.

3.2. The Customer must not:

• Copy, modify, or create derivative works of the Platform;
• Reverse engineer or attempt to access the source code;
• Remove or alter proprietary notices;
• Resell, sublicense, or otherwise commercialise the Platform.

3A. Acceptable Use Policy

The Customer must ensure that all Authorised Users do not:

• Use the Platform unlawfully or fraudulently;
• Upload harmful, obscene, or infringing content;
• Interfere with the security or functionality of the Platform;
• Grant unauthorised access to third parties;
• Build competing products based on the Platform.

Auditee reserves the right to suspend access if this Acceptable Use Policy is breached.

4. Customer Obligations

The Customer is responsible for:

• Providing and maintaining accurate Customer Data;
• Ensuring Authorised Users comply with applicable Terms;
• Keeping access credentials secure;
• Complying with applicable laws.

5. Access to the Platform and Authorised Users

5.1. Access to the Platform is granted through Admin User accounts.

5.2. Admin Users may grant Staff User access with appropriate permissions.

5.3. All Authorised Users must accept the Terms of Use upon first login.

6. Maintenance, Support, and Operation

6.1. Auditee will maintain the Platform with reasonable skill and care.

6.2. Support is available Monday to Friday, 9 AM to 5 PM UK time.

6.3. Maintenance will, where possible, occur during the Maintenance Window.

6.4. Planned and unplanned maintenance details are available at https://status.auditee.io/.

6.5. Backups are managed according to the Auditee Data Processing Agreement.

7. Fees and Payment Terms

7.1. Subscription fees and payment terms are outlined in the Auditee Offer.

7.2. Auditee may change fees with thirty (30) days' prior written notice.

7.3. Invoices are payable within fourteen (14) days of issue. Late payments incur a 2% monthly interest.

7.4. Customers may object to a price increase and terminate at the end of the current Subscription Term.

8. Intellectual Property

8.1. Auditee retains ownership of all intellectual property rights in the Platform.

8.2. The Customer grants Auditee a licence to use its name and logo for marketing unless otherwise instructed.

8.3. Feedback provided by the Customer may be used by Auditee without restriction.

9. Confidentiality

9.1. Each party must keep the other party's Confidential Information secret and use it only as necessary for this Agreement.

10. Personal Data Processing

10.1. Auditee acts as a processor of Customer Data, subject to the Auditee Data Processing Agreement.

10.2. Customer Data remains the property of the Customer.

11. Security and Disclaimer of Warranties

11.1. Auditee uses industry-standard security measures to protect Customer Data.

11.2. Auditee provides the Platform "as is" without warranties.

11.3. Auditee has no responsibility for third-party platforms integrated by the Customer.

11.4. Upon reasonable request, Auditee shall provide a summary of its security measures but is not obliged to permit direct audits unless legally required.

12. Errors and Omissions

Complaints about errors must be raised within thirty (30) days of discovery.

13. Limitation of Liability

13.1. Liability for death or personal injury caused by negligence is not excluded.

13.2. Neither party is liable for indirect or consequential damages.

13.3. Auditee's total liability is capped at the fees paid by the Customer in the twelve (12) months preceding the event giving rise to liability.

13.4. For free-tier users, total liability is limited to £100.

14. Subscription Term, Termination, and Consequences

14.1. The Subscription Term automatically renews unless terminated with one (1) month's written notice by the Customer.

14.2. Auditee may terminate on three (3) months' notice or immediately for breach.

14.3. Upon termination:

• Customer must pay outstanding amounts;
• Access to the Platform ceases;
• Customer must instruct Auditee about data return or deletion.

If no instruction is received within thirty (30) days, Customer Data will be securely and permanently deleted.

14.4. Sections relating to warranties, IP, limitation of liability, data protection, and confidentiality survive termination.

15. Force Majeure

Neither party is liable for events beyond their control. If such an event lasts more than sixty (60) days, either party may terminate.

16. Assignment

Auditee may freely assign this Agreement. The Customer requires Auditee's consent to assign rights.

17. Third Party Rights

No third party shall have rights under this Agreement.

18. Severability

Invalid or unenforceable terms are severed and do not affect the remainder.

19. Amendments

Auditee may amend these Terms with fourteen (14) days' notice. Customers may terminate if they object to material changes.

20. Waiver

No waiver is valid unless in writing.

21. Notices

Notices must be given by email and are deemed received within one (1) working day.

22. Entire Agreement

These Terms, the Auditee Offer, and the Data Processing Agreement constitute the entire agreement.

23. Governing Law and Dispute Resolution

This Agreement is governed by the laws of England and Wales. Disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.