Acceptance and Scope
These Terms govern your access to and use of: (a) the Revmai platform and any associated websites; (b) the Revmai modules described in clause 4 and any modules added from time to time; (c) APIs, integrations, and documentation made available by Revmai; and (d) any Beta features identified as such (together, the "Services").
These Terms apply to every Order Form between Revmai and the Customer. Each Order Form, once signed by both parties, is incorporated into these Terms. "Order Form" means a written ordering document (including an electronic order form, statement of work, or quotation) signed or otherwise accepted by both parties that references these Terms and specifies the Services, Subscription Term, fees, and any specific terms applicable to the order.
Definitions
In these Terms, the following capitalised terms have the meanings given below. Other capitalised terms are defined where they first appear.
- “AI Output” means any output generated by an artificial intelligence component of the Services, including the ROSIE AI Co-Pilot, AI SDR, Meeting Intelligence, and Proposal generation modules.
- “Applicable Law” means all laws, regulations, and binding codes of practice applicable to a party’s performance of these Terms, including UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (PECR), the Bribery Act 2010, and the Modern Slavery Act 2015.
- “Authorised User” means an individual employee, contractor, or agent of the Customer who is authorised by the Customer to access the Services under the Customer’s account, up to the number of seats specified in the Order Form.
- “Beta Features” means Services or features identified by Revmai as “beta”, “preview”, “alpha”, “early access”, or similar, that have not been generally released.
- “Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential, including business plans, technical information, pricing, and Customer Data.
- “Customer Data” means all data, content, contact lists, recordings, transcripts, documents, and other materials uploaded by the Customer or its Authorised Users to the Services, or generated by the Services from such inputs, and personal data processed by Revmai on behalf of the Customer.
- “Documentation” means the user guides and technical documentation made available by Revmai for the Services, as updated from time to time.
- “DPA” means the Data Processing Addendum at revmai.com/legal/dpa, incorporated into these Terms by reference.
- “Fees” means the subscription fees, usage fees, and any other charges payable for the Services, as set out in the Order Form or as otherwise notified in accordance with these Terms.
- “Personal Data” means has the meaning given in the UK GDPR.
- “Services” means as defined in clause 1.
- “Sub-Processor” means a third party engaged by Revmai to process Personal Data on behalf of the Customer, as listed at revmai.com/legal/sub-processors.
- “Subscription Term” means the period during which the Customer is entitled to use the Services, as set out in the Order Form, including any renewals.
Account and Authorised Users
Revmai processes personal data in two different roles depending on the activity:
3.1 : Account Creation
- To access the Services the Customer must register an account. The Customer must provide accurate, current, and complete information during registration and must keep that information up to date.
3.2 : Authorised Users
- The Services may be accessed only by Authorised Users, up to the seat count specified in the Order Form. The Customer is responsible for all acts and omissions of its Authorised Users as if they were the Customer’s own.
3.3 : Security
- The Customer must keep all account credentials secret, must not share credentials between Authorised Users, and must use commercially reasonable security measures to prevent unauthorised access. The Customer must notify Revmai promptly at security@revmai.com if it suspects any unauthorised access to or use of the Services.
3.4 : Account Holder
- The individual who registers the account is the “Account Holder” and is deemed to have authority to bind the Customer in relation to the use of the Services unless and until Revmai is notified otherwise in writing.
The Services
4.1 : Description
- Revmai provides a Contact-to-Contract Revenue Acceleration platform for commercial teams. The Services may include, depending on the Customer’s subscription: Ideal Customer Profile (ICP) definition; persona modelling; prospect enrichment; AI-powered outreach sequences; meeting intelligence (recording, transcription, and summarisation); pipeline management; proposal generation; contracting; onboarding coordination; and the ROSIE AI Co-Pilot.
4.2 : Licence to Use
- Subject to payment of Fees and compliance with these Terms, Revmai grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Services and Documentation for the Customer’s internal business purposes.
4.3 : Modifications to the Services
- Modifications to the Services. Revmai may modify the Services from time to time. For changes that materially reduce the functionality of a paid Service, Revmai will give the Customer at least 30 days’ prior notice. Revmai may discontinue Beta Features at any time without notice.
4.4 : No Exclusivity
- Nothing in these Terms prevents Revmai from providing the Services to any other person, including the Customer’s competitors.
Beta and Early Access
5.1 : Acknowledgement
- Customer acknowledges that the Services and individual Service modules may be made available as Beta Features. Beta Features may be incomplete, untested, contain defects, or be discontinued at any time.
5.2 : No warranties; no SLA
- Beta Features are provided AS IS and AS AVAILABLE, without any warranty of any kind. No service level commitment applies to Beta Features.
5.3 : BETA LIABILITY CAP
- NoTWITHSTANDING CLAUSE 17, WHERE BETA FEATURES ARE PROVIDED FREE OF CHARGE OR FOR A TOKEN FEE, REVMAI’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE BETA FEATURES IS CAPPED AT £100.
5.4 : Feedback
- The Customer is encouraged but not required to provide feedback on Beta Features. Feedback is licensed to Revmai under clause 13.
Beta and Early Access
5.1 : Acknowledgement
- Customer acknowledges that the Services and individual Service modules may be made available as Beta Features. Beta Features may be incomplete, untested, contain defects, or be discontinued at any time.
5.2 : No warranties; no SLA
- Beta Features are provided AS IS and AS AVAILABLE, without any warranty of any kind. No service level commitment applies to Beta Features.
5.3 : BETA LIABILITY CAP
- NoTWITHSTANDING CLAUSE 17, WHERE BETA FEATURES ARE PROVIDED FREE OF CHARGE OR FOR A TOKEN FEE, REVMAI’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE BETA FEATURES IS CAPPED AT £100.
5.4 : Feedback
- The Customer is encouraged but not required to provide feedback on Beta Features. Feedback is licensed to Revmai under clause 13.
Fees, Billing and Taxes
6.1 : Fees
- The Customer will pay the Fees set out in the Order Form. Unless the Order Form states otherwise, Fees are payable in advance, in GBP, by debit or credit card or by direct debit on the cycle specified in the Order Form.
6.2 : Auto Renewal
- Each Subscription Term will automatically renew for a further period equal to the initial term at the then-current list price, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
6.3 : Price Changes on Renewal
- Revmai may change the Fees applicable to a renewal term by giving the Customer at least 30 days’ prior written notice before the start of the renewal term. If the Customer does not accept the new Fees, the Customer may terminate the Services by giving notice of non-renewal in accordance with clause
6.4 : Taxes
- Fees are exclusive of all taxes. The Customer is responsible for all VAT, sales, use, withholding, and other similar taxes (other than taxes on Revmai’s net income) and will pay them in addition to the Fees. Where required, Revmai will issue a VAT invoice.
6.5 : Late Payment
- If the Customer fails to pay any undisputed amount by the due date, Revmai may (a) charge interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily; (b) suspend the Services under clause 18; and (c) recover reasonable costs of recovery.
6.6 : No Refunds
- Except as expressly stated in these Terms, all Fees are non-refundable. Where the Customer has paid Fees in advance, the Customer is not entitled to a refund on early termination except as expressly provided for in clauses 21 (Modifications) or 19 (Term and Termination — termination for Revmai’s material breach).
6.7 : First-Term Refund
- Where indicated in the Order Form as applicable, a new Customer may within 14 days of first payment terminate its first Subscription Term and receive a refund of Fees paid for the remaining unused portion of that term. This concession does not apply to renewals, annual prepay terms, or Enterprise tiers.
Customer Data; Ownership and Licence
7.1 : Customer Ownership
- As between the parties, the Customer owns all right, title, and interest in and to the Customer Data, including all intellectual property rights in Customer Data.
7.2 : Licence to Revmai
- The Customer grants Revmai a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and otherwise process Customer Data to the extent necessary to (a) provide and maintain the Services; (b) prevent or address service, security, or technical issues; (c) comply with the Customer’s instructions; and (d) comply with Applicable Law.
7.3 : Aggregated and Anonymised Data
- Revmai may generate aggregated and anonymised data from Customer Data and use that data for any lawful business purpose, including improving the Services and producing analytics. Aggregated and anonymised data will not identify the Customer, its Authorised Users, or any individual.
7.4 : Training of Foundation Models
- Revmai will not use Customer Data to train, fine-tune, or otherwise improve third-party foundation models, except where the relevant Sub-Processor’s terms are configured to prevent such training and Revmai has confirmed this in writing or in the Sub-Processor list.
7.5 : Customer Responsibility
- The Customer is responsible for the accuracy, quality, and legality of the Customer Data and for the means by which the Customer acquired the Customer Data, including in particular contact data uploaded for outreach.
Data Protection and Sub-Processors
8.1 : Roles
- Where Revmai processes Personal Data on behalf of the Customer, the Customer is the controller and Revmai is the processor for the purposes of UK GDPR Article 28. Each party will comply with its obligations under UK GDPR, the Data Protection Act 2018, and PECR.
8.2 : DPA
- The DPA at revmai.com/legal/dpa governs Revmai’s processing of Personal Data on behalf of the Customer and is incorporated into these Terms by reference. In the event of a conflict between these Terms and the DPA in relation to the processing of Personal Data, the DPA prevails.
8.3 : Sub Processors
- The Customer authorises Revmai to engage Sub-Processors listed at revmai.com/legal/sub-processors. Revmai will provide at least 30 days’ prior notice of any new Sub-Processor (by updating the list, with email notification to the Account Holder if the Customer subscribes to notifications). The Customer may object to a new Sub-Processor on reasonable data-protection grounds within that notice period; if the parties cannot agree a solution, the Customer may terminate the affected Service for material breach and receive a pro-rata refund of pre-paid Fees for the unused portion.
8.4 : International Transfers
- Where Revmai or a Sub-Processor processes Personal Data outside the UK, transfers will be made under an Adequacy Regulation, the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or another mechanism permitted by UK GDPR.
Data Protection and Sub-Processors
9.1 : General
- The Customer will use the Services only for lawful business purposes and in accordance with these Terms, the Documentation, and Applicable Law.
9.2 : Prohibited Use
The Customer must not, and must not permit any Authorised User or third party to:
- Use the Services in any way that violates any Applicable Law, including data protection law, consumer protection law, anti-spam law, sanctions, or export control law.
- Use the Services to send any communication that is unlawful, fraudulent, harassing, defamatory, obscene, threatening, or otherwise objectionable.
- Use the Services to send unsolicited consumer-direct marketing or any communication that does not comply with PECR, the UK GDPR, the CAN-SPAM Act 2003 (US contacts), Canada’s Anti-Spam Legislation (CASL), or equivalent laws in any jurisdiction where the recipient is located.
- Use the Services to send to any contact who has previously unsubscribed, requested removal, or otherwise objected to receiving communications from the Customer.
- Upload, send, or otherwise use any contact list or data that the Customer does not have a lawful basis to use, that was obtained in breach of any third party’s terms of service (including LinkedIn), or that contains data of children under 16.
- Attempt to gain unauthorised access to any part of the Services, any Revmai system, or any other customer’s data.
- Transmit any malicious code, virus, worm, or other harmful component to or through the Services.
- Interfere with or disrupt the integrity, performance, or availability of the Services, or attempt to circumvent any access controls, rate limits, or usage limits.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, or develop a competing product using the Services.
- Resell, sublicence, rent, lease, time-share, or otherwise make the Services available to any third party, except to Authorised Users for the Customer’s internal business purposes.
- Use AI Output for any decision affecting an individual’s legal rights, employment, credit, insurance, housing, or other significant matter without independent human review.
- Use the Services to benchmark for competitive purposes or publish results of any benchmark without Revmai’s prior written consent.
9.3 : Customers Warranties for Outreach
The Customer represents and warrants that, for every contact added to the Services or to whom communication is sent via the Services:
- The Customer has identified and documented a lawful basis under UK GDPR Article 6 (or equivalent) for the processing.
- Where the Customer relies on legitimate interests as the lawful basis, the Customer has carried out and documented a legitimate interests assessment (LIA).
- The Customer complies with PECR, including in particular the rules applicable to corporate subscribers, and where applicable the soft opt-in conditions for existing customers.
- Every outreach email sent via the Services includes a working unsubscribe mechanism and identifies the Customer (including a postal address for the Customer).
- The Customer’s privacy notice covers the processing of contact data via the Services.
- Breach of this clause 9 is a material breach. Revmai may, in addition to its other remedies, suspend or terminate the Services without refund and require the Customer to indemnify Revmai for any third-party claim arising from the breach (see clause 16).
AI Outputs
10.1 : Nature of AI Output
- The Services include features that generate AI Output using third-party large language models and other artificial intelligence systems. AI Output may contain errors, inaccuracies, omissions, biased content, hallucinated facts, or content that infringes third-party rights.
10.2 : No Warranty
- Revmai makes no warranty as to the accuracy, completeness, currency, fitness for purpose, or non-infringement of any AI output. AI output is provided as is.
10.3 : Customer Responsibility
- The Customer is solely responsible for reviewing and validating AI Output before relying on it, before sending it to any third party, and before using it for any decision affecting legal rights, financial outcomes, employment, credit, insurance, or other significant matter. The Customer is responsible for ensuring AI Output complies with Applicable Law before publication or transmission.
10.4 : Ownership of AI Output
- As between the parties, the Customer owns the AI Output generated from the Customer’s inputs to the Services, subject to (a) the underlying intellectual property in the Services and in any AI model retained by Revmai or its third-party providers, and (b) the licence in clause 7.2 to the extent necessary for Revmai to deliver the Services.
Third-Party Integrations
11.1 :
- The Services may integrate with third-party services (including, for example, Google Workspace, Microsoft 365, LinkedIn, HubSpot, Salesforce, Zoom, Slack, and Fireflies). The Customer’s use of any third-party service is governed by the terms of that third-party service. Revmai is not responsible for the availability, accuracy, or content of any third-party service, or for any change to, suspension of, or termination of any third-party service.
11.2 :
- The Customer is responsible for maintaining the integrations and connected accounts it authorises, including any costs charged by the third-party provider.
AI Outputs
12.1 : Revmai IP
- Revmai and its licensors own all right, title, and interest in and to the Services, the Documentation, the ROSIE AI Co-Pilot, all software, code, models, algorithms, designs, trade marks (including “Revmai” and “ROSIE”), trade names, logos, and all related intellectual property rights. Except for the licence in clause 4.2, no rights are granted to the Customer in or to the Revmai IP.
12.2 : Customer IP
- As between the parties, the Customer retains all right, title, and interest in and to the Customer Data and in any trade marks, logos, or other materials the Customer provides to Revmai.
12.3 : Reservation
- Each party reserves all rights not expressly granted in these Terms. No rights are granted by implication or estoppel.
Feedback
If the Customer or any Authorised User provides any suggestion, comment, idea, or feedback to Revmai about the Services (“Feedback”), the Customer grants Revmai a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable licence to use, copy, modify, and incorporate the Feedback for any purpose, without attribution or compensation.
Confidentiality
14.1 : Confidentiality Cbligation
- Each Recipient will (a) use the Discloser’s Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect the Discloser’s Confidential Information with at least the same degree of care it uses to protect its own confidential information (and in any event no less than a reasonable standard of care); and (c) not disclose the Discloser’s Confidential Information to any third party except to its employees, contractors, and advisers who have a need to know and who are bound by confidentiality obligations no less protective.
14.2 : Exceptions
- The obligations in clause 14.1 do not apply to information that (a) was lawfully in the Recipient’s possession before disclosure; (b) is or becomes public through no fault of the Recipient; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the Recipient without use of the Confidential Information.
14.3 : Compelled Disclosure
- The Recipient may disclose Confidential Information to the extent required by Applicable Law or by court order, provided that, where lawful, it gives the Discloser prompt notice and reasonable cooperation to seek a protective order.
14.4 : Survival
- The obligations in this clause 14 survive termination of these Terms for three years, except in relation to trade secrets, for which the obligations continue for as long as the information remains a trade secret under English law.
Warranties and Disclaimers
15.1 : Mutual Warranties
- Each party warrants that (a) it has full power and authority to enter into and perform these Terms; and (b) its performance of these Terms will not violate any agreement to which it is a party or any Applicable Law.
15.2 : Revmai Service Warranty
- Revmai warrants that, during the Subscription Term, the Services will perform materially in accordance with the Documentation. The Customer’s sole and exclusive remedy for breach of this warranty is, at Revmai’s option, (a) re-performance of the affected Services; or (b) termination of the affected Services and a pro-rata refund of pre-paid Fees for the unused portion of the Subscription Term. This warranty does not apply to Beta Features, free-of-charge Services, or issues caused by Customer’s misuse, modification, or use of the Services other than in accordance with the Documentation.
15.3 : Disclaimer
- Except as expressly stated in clause 15.2, the services and all ai output are provided as is and as available. revmai disclaims all other warranties, conditions, representations, and terms, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage. revmai does not warrant that the services will be uninterrupted, error-free, secure, or free from harmful components, or that any defect will be corrected.
Indemnification
16.1 : Revmai Indemnity
- Subject to clause 16.3, Revmai will defend the Customer against any third-party claim that the Customer’s use of the Services in accordance with these Terms infringes the third party’s UK copyright, registered trade mark, or registered patent, and will pay any damages or costs finally awarded against the Customer (or agreed in settlement) in connection with such claim.
16.2 : Customer Indemnity
- The Customer will defend Revmai and its affiliates, officers, employees, and agents against any third-party claim arising out of or in connection with (a) the Customer’s breach of clause 9 (Acceptable Use Policy); (b) the Customer’s breach of clause 7 (Customer Data, including in relation to lawful basis); (c) any allegation that Customer Data infringes a third party’s intellectual property rights, breaches privacy law, or contravenes any anti-spam law; (d) any regulatory fine or enforcement action arising from the Customer’s use of the Services; and (e) the Customer’s use of AI Output other than as permitted by these Terms. The Customer will pay any damages or costs finally awarded against Revmai (or agreed in settlement) in connection with such claim.
16.3 : Carve-Outs from Revmai Indemnity
- Revmai has no obligation under clause 16.1 to the extent any claim arises from (a) Customer Data; (b) the Customer’s use of the Services in combination with any product or service not supplied by Revmai; (c) the Customer’s use of the Services other than in accordance with the Documentation or these Terms; (d) Beta Features or free-of-charge Services; (e) any modification of the Services not made by Revmai; or (f) any AI Output.
16.4 : Mitigation
- If a claim under clause 16.1 occurs or in Revmai’s reasonable opinion is likely to occur, Revmai may, at its option and expense, (a) procure the right for the Customer to continue using the Services; (b) modify the Services so that they no longer infringe; or (c) terminate the affected Services and refund a pro-rata portion of pre-paid Fees. This clause 16.4 (together with clause 16.1 and subject to clause 17) states Revmai’s entire liability for any claim of intellectual property infringement.
16.5 : Procedure
- The party seeking indemnification will (a) give the indemnifying party prompt written notice of the claim; (b) give the indemnifying party sole control of the defence and settlement of the claim (provided that no settlement requires any admission of liability or payment by the indemnified party without its consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party’s expense.
Limitation of Liability
17.1 : Excluded Losses
- To the maximum extent permitted by Applicable Law, neither party will be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss or corruption of data, loss of opportunity, or for any indirect, special, consequential, or punitive loss, in each case arising out of or in connection with these Terms, even if advised of the possibility of such loss.
17.2 : Aggregate Cap
- Subject to clauses 17.3 and 17.4, each party’s total aggregate liability arising out of or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the greater of (a) the fees paid by the customer to revmai in the 12 months immediately preceding the event giving rise to the claim, or (b) £1,000.
17.3 : Cap Carve- Outs
- The cap in clause 17.2 does not apply to (a) the Customer’s obligation to pay Fees; (b) the Customer’s indemnification obligations under clause 16.2; (c) either party’s breach of clause 14 (Confidentiality); or (d) either party’s wilful misconduct or fraud.
17.4 : Non-Excludable Liability
- Nothing in these Terms limits or excludes either party’s liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded under Applicable Law.
17.5 : Allocation of Risk
- Each party acknowledges that the Fees reflect the allocation of risk in this clause 17 and that without these limits the Fees would be substantially higher.
Suspension
18.1 : Suspension Rights
- Revmai may suspend access to the Services in whole or in part (without terminating these Terms) if (a) the Customer fails to pay any undisputed Fees more than 14 days after the due date; (b) Revmai reasonably believes the Customer is in material breach of clause 9 (Acceptable Use Policy); (c) the Customer’s use is causing or is likely to cause a security risk, regulatory risk, or material operational issue for Revmai, its other customers, or its Sub-Processors; or (d) Revmai is required to do so by Applicable Law or by a competent regulator or court.
18.2 : Notice
- Where reasonably practicable, Revmai will give the Customer reasonable prior notice of suspension and an opportunity to remedy the issue.
18.3 : Continuing Fees
- Suspension under clause 18.1(a), (b), or (c) does not relieve the Customer of its obligation to pay Fees during the suspension period.
18.4 : Reinstatement
- Revmai will lift the suspension promptly after the Customer remedies the cause.
Term and Termination
19.1 : Term
- These Terms commence on the Effective Date and continue until terminated in accordance with this clause 19. The Subscription Term is set out in the Order Form and renews in accordance with clause 6.2.
19.2 : Termination forConvenience
- Either party may terminate the Services on a Subscription Term basis by giving notice of non-renewal in accordance with clause 6.2. Neither party may terminate for convenience mid-term.
19.3 : Termination for Material Breach.
- Either party may terminate these Terms (or any affected Order Form) immediately by written notice if the other party is in material breach of these Terms and (where the breach is capable of remedy) fails to remedy the breach within 30 days of written notice of the breach.
19.4 :Immediate Termination.
- Revmai may terminate these Terms (or any affected Order Form) immediately by written notice if (a) the Customer becomes insolvent, files for or is the subject of any bankruptcy or insolvency proceeding, has a receiver, administrator or liquidator appointed, or otherwise ceases to do business; (b) the Customer fails to pay undisputed Fees more than 30 days after the due date; or (c) the Customer commits a material breach of clause 9 (Acceptable Use Policy) that, in Revmai’s reasonable opinion, is incapable of remedy or that exposes Revmai or its other customers to material risk.
19.5 : Customer Immediate Termination.
- The Customer may terminate these Terms (or any affected Order Form) immediately by written notice if Revmai becomes insolvent, files for or is the subject of any bankruptcy or insolvency proceeding, or otherwise ceases to do business.
Effect of Termination
20.1 : Access
- On termination of these Terms or the affected Order Form, the Customer’s right to access and use the Services ends.
20.2 : Outstading Fees
- The Customer must pay all Fees accrued and outstanding as at the date of termination.
20.3 : Data Export
- For 30 days after termination, the Customer may export Customer Data from the Services using the export tools provided. Revmai may charge a reasonable fee for export assistance beyond self-service tools.
20.4 : Data Deletion
- Revmai will delete Customer Data from its production systems within 60 days of the end of the export window described in clause 20.3, and will procure that its Sub-Processors do the same in accordance with the DPA, save where retention is required by Applicable Law (for example, financial records). Backups will be deleted in accordance with Revmai’s standard backup-rotation schedule, which does not exceed 90 days.
20.5 : Survival
- Clauses that by their nature survive termination, including clauses 6 (in respect of accrued Fees), 7.1, 7.3, 10, 12, 13, 14, 15.3, 16, 17, 20, 21, 24, and 25, survive termination.
Modifications to These Terms
21.1 : Non-Material Changes
- Revmai may update these Terms to reflect non-material changes (including clarifications, typographical corrections, and updates required by Applicable Law) by posting an updated version at revmai.com/legal/terms and updating the “Last Updated” date. Such changes take effect on posting.
21.2 : Material Changes
- For changes that materially reduce the Customer’s rights or materially increase the Customer’s obligations (including price increases otherwise than under clause 6.3, reductions in the scope of the Services, increases in Customer liability, or changes to governing law or dispute resolution), Revmai will give the Customer at least 30 days’ prior written notice (by email to the Account Holder and by posting at revmai.com/legal/terms).
21.3 : Right to Terminate on Material Change
- If the Customer does not accept a material change notified under clause 21.2, the Customer may terminate the affected Services by giving Revmai written notice before the change takes effect, and Revmai will refund a pro-rata portion of pre-paid Fees for the unused portion of the Subscription Term. Continued use of the Services after the change takes effect constitutes acceptance of the change.
Publicity
22.1 : Logo Use
- Revmai may identify the Customer as a customer of Revmai and use the Customer’s name and logo on Revmai’s website, in customer lists, and in marketing materials. The Customer may opt out at any time by sending a written request to marketing@revmai.com, in which case Revmai will, within 30 days, remove the Customer’s name and logo from the materials over which it has reasonable control.
22.2 : Case Studies and Quotes
- Any case study, customer story, or attributed quotation is subject to the Customer’s prior written approval.
Force Majeure
23.1 :
- Neither party will be liable for any failure or delay in performance (other than the Customer’s obligation to pay Fees) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, natural disaster, fire, flood, labour dispute, failure or interruption of utilities or the internet, cyber-attack, denial-of-service attack, or failure of a third-party service provider (a “Force Majeure Event”).
23.2 :
- The affected party will give prompt notice of the Force Majeure Event and will use commercially reasonable efforts to mitigate its impact. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected Services by written notice, and Revmai will refund a pro-rata portion of pre-paid Fees for the unused portion of the Subscription Term.
Governing Law, Notices, and Jurisdiction
24.1 : Governing Law
- These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation are governed by and will be construed in accordance with the laws of England and Wales.
24.2 : Jurisdiction
- Each party irrevocably agrees that the courts of England have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, except that Revmai may bring proceedings for unpaid Fees or to enforce its intellectual property rights in any court of competent jurisdiction.
24.3 : Notices to Revmai
- Notices to Revmai under these Terms must be in writing and sent to legal@revmai.com with a copy to Revmai Ltd at the registered office address shown above, marked “Legal Notice — Terms of Service”.
24.4 : Notices to Customer
Notices to the Customer may be sent by email to the Account Holder’s registered email address or, where the Customer has provided a postal address, by post. Notices to the Account Holder’s email address are deemed received on the day of sending if sent during a business day in England; otherwise on the next business day.
General Provisions
25.1 : Entire Agreement
- These Terms, together with any Order Form and the DPA, constitute the entire agreement between the parties in relation to the subject matter and supersede all previous agreements, communications, and representations. Each party acknowledges that it has not relied on any statement, representation, assurance, or warranty other than those expressly set out in these Terms. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
25.2 : Assignment
- The Customer may not assign or transfer any of its rights or obligations under these Terms without Revmai’s prior written consent (not to be unreasonably withheld). Revmai may assign or transfer its rights and obligations under these Terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
25.3 : Severability
- If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force, and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that achieves, as nearly as possible, the same economic effect.
25.4 : No Waiver
Failure or delay by either party to exercise any right or remedy is not a waiver of that or any other right or remedy.
25.5 : No Parnership or Agency
Nothing in these Terms creates a partnership, joint venture, or agency between the parties. Neither party has authority to bind the other.
25.6 : Third Party Rights
A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
25.7 : Anti-Bribery
Each party will comply with the Bribery Act 2010 and will not engage in any activity, practice, or conduct that would constitute an offence under sections 1, 2, or 6 of that Act.
25.8 : Modern Slavery
Each party warrants that it complies with the Modern Slavery Act 2015 and that there is no slavery or human trafficking in its supply chains or any part of its business.
25.9 : Counterparts and electronic signature.
Order Forms incorporating these Terms may be executed in counterparts and by electronic signature, each of which when executed is an original and which together constitute one agreement.
25.10 : Headings
Headings are for convenience only and do not affect interpretation.
