Terms of Service

1. Introduction

These Terms of Service are a contract between you and Coro Ltd., trading as Personably, with registered number 1070352, whose registered office is at Kemp House, 160 City Road, London, United Kingdom EC1V 2NX (also referred to as "we" or "our" or "Personably").

References to “you" or "your" are to the company or other organisation accessing the Services. By registering an account on the Website, you confirm your legal agreement to be bound by these Terms of Service. The person who enters these Terms of Service confirms that it has your authority to enter into these Terms of Service on your behalf of and in doing so will bind them to these Terms of Service.

The following Terms of Service are binding on any use of the Service, and apply from the time that you begin using it.

Personably reserves the right to change and update these Terms of Service at any time. We will publish the changes on our Website. If you do not agree to the changes please stop using our Services, Personably will treat your continued use of the service as acceptance of the updated Terms of Service. If the changes significantly affect your access to the Services and you do not agree to the changes, the provisions of Condition 9.4 shall apply.

2. Definitions

2.1 In these Terms of Service, the following words have the following meanings:

Administrator: has the meaning given to it in Condition 3.3;

Confidential Information: has the meaning given to it in Condition 11;

Client Content: all material uploaded to the Services by you, including all documents, images, data and databases;

Fee: the fee due to us for access and use of the Service calculated in accordance with the order form agreed with you or our fee page;

Hires: each of your employees whose personal details and other information are uploaded to the Services;

IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;

Personal Data: has the meaning given to it in Condition 12.3;

Services: all services provided by Personably; including all error corrections, patches, new releases and new versions;

Service Information: any information and/or documents created by the Services based on your Client Content;

Subscription: the duration of your access to the Services that is agreed between us;

User: your employees, including for the avoidance of doubt Hires, that you have authorised to use the Services;

Website: the websites located on the personably.co domain or any other website notified to you; and

Working Day: a day other than a Saturday, Sunday or public holiday in England.

2.2 Words in the singular include the plural and in the plural include the singular.

2.3 The headings shall not affect the interpretation of these Terms of Service.

2.4 References to Conditions are references to the numbered provisions of these Terms of Service.

2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

2.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.

2.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

3. Use of Software

3.1 Personably grants you the right to access and use the Service via our Website, and will provide you with the Service with reasonable skill and care. The features that you have the right to access and limitations applied may depend on your account or subscription type set out on the Website or otherwise agreed with you by email. This right is non-exclusive, non-transferable and limited by and subject to the terms of these Terms of Service.

3.2 You must only use the Service and Website for your own lawful internal business purposes in accordance with these Terms of Service.

3.3 You shall designate one contact as the responsible party for communication (your Administrator). Your Administrator shall have the authority to bind you, and to establish accounts for Users. You are solely responsible for determining the skill, competence, character and other attributes of all Users. You shall ensure that each User shall, as a condition of being granted access to any Service, be required by Your Administrator to acknowledge and agree to comply with the restrictions on use of the Service set out in these Terms of Service.

3.4 All Users must use the company or other organisation email address allocated to them by you to access the Service.

3.5 If a User breaches any of these Terms of Service, we reserve the right to remove access to accounts or cancel them without notice. We also reserve the right to refuse access to the Service to anyone for any reason at any time.

4. Account Terms

4.1 You must provide your full name, a valid company email address and company or other organisation name to create an account.

4.2 You must be a human to create an account on behalf of a company or other organisation. Automated registration of accounts is not allowed.

4.3 You are responsible for choosing a secure password for your account and keeping this confidential. Personably is not liable for any losses or damages you may experience from failing to keep this information confidential. You are solely responsible for all activities that occur within your account, you must notify us immediately if you suspect there has been unauthorised access to or use of your account and provide all reasonable assistance to bring an end to such unauthorised access or use.

5. Access Terms

5.1 You shall not try to undermine the security of our computing systems or networks, or where these are hosted by a third party their computing systems or networks.

5.2 You shall not act in a way which could risk overloading, impairing or damaging our services, website and supporting infrastructure. If at any time your access to and/or use of the Service is excessive and as a result impacts on other clients’ ability to use the Service, we shall notify you accordingly and you shall promptly take appropriate steps to remedy such use. We reserve the right to increase the Fee due to any such excessive use.

5.3 You shall not attempt to gain unauthorised access to any materials or other parts of our infrastructure.

5.4 You shall not attempt to modify, disassemble, copy or adapt any computer programs used to deliver the Services (except strictly to the extent that you are permitted to do so under applicable law not capable of exclusion.

5.5 You shall not sell, resell, duplicate, reproduce or create any derivate works from any part of the Service.

5.6 You shall not permit any third party to access of use the Service.

6. Fees and Payment

6.1 You may be offered a trial period (or a trial based on a certain number of Hires) on signing up for an account at the sole discretion of Personably. We reserve the right to end this trial period at any time and move you onto a paid plan for a Subscription. If you no longer wish to continue using the Service and have not yet moved onto a paid plan you can do so at anytime. These Terms of Service will also apply to all trial use of the Services and throughout a Subscription.

6.2 You must provide a valid credit or debit card when you set up billing for your account. You acknowledge and agree that any credit card and related billing and payment information that you provide to Personably may be shared with companies who work on our behalf, such as payment processors, solely for the purposes of effecting payment to Personably and servicing your account.

6.3 You agree to pay Personably for use of the Services in accordance with the Fees and billing terms you accept on our pricing page or that we have agreed with you by email. Fees are exclusive of taxes, and you shall pay all taxes or other similar charges they are legally required to pay.

6.4 There will be no refunds or credits where fewer Hires are added than expected, agreed and/or paid for by you.

6.5 Personably may change its payment terms for your use of the Service with one month’s prior written notice to you. We will inform you via email of any changes.

6.6 If any Fee is not received full and cleared within 5 Working Days after the due date, and without prejudice to any other rights and remedies available to us, we may: (i) suspend your access to the Services; and (ii) charge you costs and interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7. System Availability

7.1 We shall use reasonable endeavours to make the Services available at all times, but you acknowledge that there may be occasions when access to the Services may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

7.2 We reserve the right to remove any content or features from the Services for any reason, without prior notice, and shall have no liability or responsibility to you in any manner whatsoever in such circumstances, save to refund pro-rata any Fees paid in advance in respect of any significant content or features suspended or stopped that you previously accessed and used. We shall calculate such pro-rata refund at our sole discretion, provided that we shall act reasonably in doing so.

8. Client Content

8.1 You warrant and represent that the Client Content will not:

a) breach the provisions of any law, statute or regulation including any data protection laws and/or regulations;

b) infringe the IP Rights or other legal rights of any person;

c) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

d) be deliberately or knowingly false, inaccurate or misleading; and/or

e) give rise to any cause of action against us.

8.2 You further warrant and represent that you shall use industry standard virus detection software to try to block the uploading of Client Content that contains viruses or other malicious code.

8.3 We are not responsible and accept no liability for Client Content. We do not actively monitor any Client Content, but you agree that at any time we shall be entitled to delete any Client Content that we reasonably believe is in breach of Condition 8.1.

8.4 You agree that the Service Information is based on and reflect the information in the Client Content. Accordingly, you must make sure that the Client Content is accurate and complete. You agree to review the Service Information before you use and/or distribute them, and you shall notify us of any errors in the Service Information. We shall promptly amend such errors, except where such errors arise as a result of any information in the Client Content. We shall have no liability for any errors in the Service Information based on the Client Content.

8.5 In the event of any loss or damage to Client Content, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Client Content from the latest back up of such Client Content maintained by us. You acknowledge and agree that this process will overwrite the Client Content stored on the Services prior to the restoration. Accordingly, you shall separately maintain up-to-date copies of the Client Content.

9. Termination

9.1 You may discontinue your use of the Service and accordingly terminate your Subscription at any time on written notice to us.

9.2 Without prejudice to any other rights or remedies which may be available to it, either party shall be entitled to give notice in writing to the other party terminating your Subscription with immediate effect if:

a) the other party commits any material breach of any of the terms of these Terms of Service and if such breach is capable of remedy fails to remedy that breach within 14 days of being notified of the breach; or

b) the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).

9.3 Upon termination of your Subscription you may no longer use the Service and you acknowledge that your Client Content may be deleted. After termination of your Subscription we may, but are not obliged to, allow you to download your Client Content and/or facilitate your export of your Client Content subject to the payment of our fee.

9.4 If you terminate your Subscription under Condition 9.1 or we terminate your Subscription under Condition 9.2, there will be no refunds for any Fees paid and all sums due during the remainder of the Subscription shall remain due and payable.

10. Intellectual Property

10.1 All IP Rights in the Service are owned by Personably or its suppliers.

10.2 You and/or your licensors shall remain the owner of all IP Rights in the Client Content. You grant to us free of charge, a royalty-free, worldwide, non-exclusive licence to use the Client Content only to such extent as is necessary to enable us to provide the Service and to perform its obligations under these Terms of Service, together with the right to grant sublicences under this Condition 10.2.

10.3 You grant to us the right and licence to use your name and any associated logo in any and all promotional and marketing materials, including online materials.

10.4 You shall promptly notify us of any claim, notification or allegation that you receive that your use of the Services infringes the IP Rights of any third party (a Claim). For the avoidance of doubt, this Condition 10.4 does not apply to any claim in respect of the Client Content. You shall:

a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent;

b) give to our and its professional advisers all reasonable assistance as may be required in relation to a Claim;

c) at our request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and

d) mitigate your losses in relation to a Claim, including where requested to do so by stopping using the Services.

10.5 On receipt of a notice under Condition 10.4, we shall at our sole expense either procure for you the right to continue accessing and using the Services or modify or replace the infringing part of the Services without to avoid the infringement.

11. Confidential Information

11.1 Confidential Information shall mean all information whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).

11.2 The Receiving Party shall not, and shall ensure that its employees shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Terms of Service.

11.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under these Terms of Service and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.

11.4 The provisions of Conditions 11.1, 11.2 and 11.3 shall not apply to any Confidential Information which:

a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;

b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or

c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.

12. Privacy

12.1 In performing its obligations and exercising its rights under these Terms of Service, each party shall comply with the requirements of all legislation in force from time to time relating to data protection, including the General Data Protection Regulation 2016/679.

12.2 Each of the parties agrees that in the course of providing the Services, we will collect and process names, addresses and email addresses and other information relating to an identifiable person (the Personal Data). In doing so, we are the processor of the Personal Data and you are the controller of the Personal Data.

12.3 You warrant and represent that you have all the necessary, appropriate consents and notices in place in respect of processing of Users’ and Hires’ Personal Data to enable lawful transfer of the Personal Data to Personably in order to provide the Services. Furthermore, you acknowledge and agree that when you access the Service, Personably shall have access to the Personal Data of all of your employees, and you warrant and represent that you have all the necessary, appropriate consents and notices in place to enable lawful transfer of the employee Personal Data to Personably in order to provide the Services. Personably has a privacy policy which details how we handle the Personal Data we collect and use as a business and in order to provide our Services. Please refer to our privacy policy for information about how we use Personal Data and the rights available in relation to the Personal Data we hold.

12.4 We shall:

a) only process the Personal Data to provide the Services and otherwise on the Client’s written instructions, which may be specific instructions or standing instructions of general application;

b) take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Personal Data;

c) at your request and choice either deliver up or delete the Personal Data from its systems on termination of the Services;

d) ensure that individuals processing the Personal Data for us are subject to a duty of confidence in relation to the Personal Data;

e) only engage sub-processors with the prior consent of the Client and under a written contract, and the Client hereby consents to the use of sub-processors for the following purposes: to manage the integration of the Services with other products; to host parts of the Service; to send emails to Users; to enable the Services to interact with third party APIs; to track bugs and provide support for the Services; and to communicate certain information to us about Users and how they have interacted with the Services; We agree to take responsibility for the acts and/or omissions of our sub-processors as it they were our own.

f) assist you in providing subject access and allowing data subjects to exercise their rights under applicable laws;

g) assist you in meeting your legal obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;

h) submit to audits and inspections by you to ensure that we are complying with its obligations under this Condition 12 subject to reasonable notice and during our working hours; and

i) notify you if we are requested to take any action in breach of any applicable data protection legislation.

13. Liability

13.1 We warrant that:

a) we have the right to enter into these Terms of Service and to provide the Service as contemplated by these Terms of Service;

b) the Service shall, under normal operating conditions, enable you to build and manage onboarding schedules for individuals.

13.2 If any of the warranties in Condition 13.1 is breached, you must notify us as soon as possible. You must give us a reasonable time to fix the problem, including (in our discretion) by making available a corrected version of the Service (as the case may be) or a reasonable way to work around the problem that is not materially detrimental to you. If we can do this within a reasonable time, this shall be your sole and exclusive remedy in relation to such breach.

13.3 Except as expressly set out in these Terms of Service, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Services (including any Service Information). In particular, it is your sole responsibility to ensure the Service meets the needs of your business and is suitable for your business purposes.

13.4 You warrant that you have not relied on any oral representation made by us or on our behalf, or on any descriptions, illustrations or specifications contained in any materials, including online materials, produced by us which are only intended to convey a general idea of the Services. You confirm that in your opinion, the Services are fit for your purposes.

13.5 Subject to Condition 13.7, we shall not be liable to you for:

a) loss of profits;

b) loss of business;

c) loss or corruption of data or information;

d) business interruption;

e) loss of or wasted staff or management time;

f) any kind of special, indirect, consequential loss or pure economic loss; and/or

g) error, omission, failure to operate, loss or damage arising as a result of any error, omission or inaccuracy in the Client.

The parties agree that the provisions of this Condition 13.5 are severable.

13.6 Subject to Condition 13.7 our total liability to you for all claims or series of claims relating under these Terms of Service whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Fee paid in the 12 months preceding the date the claim arose.

13.7 Nothing in these Terms of Service limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.

14. Force Majeure

14.1 For the purposes of this Condition 14, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.

14.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms of Service by an event of Force Majeure, the affected party’s obligations under these Terms of Service are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.

14.3 If performance of any obligation under these Terms of Service is prevented, hindered, or delayed due to an event of Force Majeure either party shall be entitled to terminate these Terms of Service on written notice to the other party.

14.4 The provisions of Condition 14 shall not be relied on in relation to the inability to pay any Fees due under these Terms of Service.

15. Dispute Resolution

15.1 If a dispute arises between the parties under these Terms of Service, then within 5 Working Days of the dispute arising, the dispute shall be escalated by each of the parties to a director. If the directors are unable to resolve the dispute within 10 Working Days, then the parties shall be entitled to pursue legal action under Condition 16.

15.2 Nothing in Condition 15.1 shall prevent a party taking action under Condition 16 in respect of misuse of the Services.

16. Governing law and Jurisdiction

16.1 These Terms of Service shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Terms of Service will be subject to the exclusive jurisdiction of the English courts.

16.2 If any of the provisions in these Terms of Service is held invalid or unenforceable then they should be construed to reflect as closely as possible the intentions of those provisions. Any remaining provisions will also still be fully enforceable.

16.3 The failure of Personably to exercise any of the rights in these Terms of Service shall not be deemed a waiver of that right. These Terms of Service supersedes any prior agreements between you and Personably (including prior Terms of Service) and represents the entire agreement between you and Personably.

16.4 A person who is not party to these terms has no right to benefit or enforce any of these Terms of Service. You may not assign or transfer any rights to any other person without Personably’s prior written consent.

16.5 Any notice given under these Terms of Service shall be in writing and shall be served by delivering the notice personally, or by email to the address for each party notified to the other from time to time. Any such notice shall be deemed to have been received at the time of delivery.