Terms of Service

Last update 08/01/2024

General

Please read these Terms of Service carefully as they represent a binding agreement between you and Aveni Ltd. (“we”, “us”, “our”, “Aveni”) and apply to the use of our website “http://aveni.ai” and all of its subdomains, the platform accessible at “http://avenidetect.com” and “https://assist.aveni.ai” and any related services including programmatic services (APIs), social media pages and apps, all of which are collectively referred to as our Services. References to “You” or “Your” refer to you and/or the entity on behalf of which you access our Services.

By visiting, accessing or using, or providing access to for others (e.g. employees) to our Services, you automatically agree to these Terms of Service and acknowledge our Privacy Policy (LINK), certify that you are at least 18 years of age (or other relevant age of majority to your locality), (where relevant) you have full legal authority to bind your employer to these terms of service and that you provide accurate and truthful information about yourself. 

By visiting, accessing, or using, or providing access to for others (e.g. employees) to our Services, you acknowledge that you have read, understand, and agree to be bound by these terms of service, whether or not you log into the app using credentials provided to you. If you do not agree to these terms of service, then do not access or use the services.

By visiting, accessing, or using, or providing access to for others (e.g. employees) to our Services, you acknowledge that you are responsible for compliance with all recording laws and policies applicable to your organisation. By using the recording and/or upload capability available within Aveni or the third party service providers authorised by you, you are giving Aveni consent to store, process and make available to other users according to the data access controls created by you, recordings for any or all meetings or video conferences that you join. 

Service Overview

We provide a platform that can receive recordings of calls (by file upload or connection to a third party system) and documents, then transcribe, summarise, and analyse conversations. The platform can also advise users of likely compliance issues in the calls and documents and enable the assessment of compliance issues as well as associated collaboration and sharing as necessary for compliance activity and the provision of advice. 

The Service produces Output in the form of report content, extracted information, customer communications, and compliance assessments for sharing with end users to further your business interests. 

THE SERVICE DOES NOT PROVIDE INVESTMENT, LEGAL OR TAX ADVICE AND ITS OUTPUT SHOULD BE CONSIDERED GENERAL IN NATURE.

Access and use

Subject to your compliance with this Terms of Service, all applicable laws, the policies of your organisation, and the Business Services Agreement Aveni has in place with your organisation, Aveni grants you a limited, nonexclusive, non-transferable and revocable licence to access and use our Services and the Output the Services produces, in accordance with these Terms of Service and any additional terms detailed in a written agreement between you and us, for the duration of the term detailed in the Business Services Agreement (detailing a trial, pilot, or recurring use agreement) for your business purposes. Additional terms include our Privacy Policy. In the case of any conflict between this agreement and additional terms, the additional terms will control. 

Registration and accounts

To access most of our Service, you must be registered for an Account. Your organisation will be required to provide us with some information about you to register an account, such as your name, email address, job role. In doing so, you and your organisation agree that the information provided to us is accurate and you will keep it up-to-date at all times, and that you have all necessary rights and approvals to provide such information. When you register, you will be asked to provide a password, and you accept all responsibility for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. By visiting, accessing, using, or providing the services, you agree that you are the sole user of your account. If you believe your account is no longer secure, you should change your password immediately and notify us at support@aveni.ai.

Your organisation is responsible for controlling against unauthorised access by your users, approving user access to the Service and designating access controls in connection with your account, as appropriate. Aveni provides some mechanisms by which access can be controlled within our Services however your organisation retains responsibility for ensuring data is shared according to all laws and regulations pertaining to your organisation.

You understand that your access and use of the Service is provided to you by your organisation subject to the agreement between your Organisation and Aveni with respect to the Service. You understand that your organisation might terminate the access to the service that they provide to you at any time and Aveni will have no liability to you or any third party in connection with any such removal or termination.

You acknowledge that all the data under your account is owned by your organisation and your organisation has the right to access, delete, disclose and restrict information in your account. 

The organisation (e.g. employer) is solely responsible for complying with these Terms of Service.

Competitors

You may not access Aveni Services if you are a direct competitor of Aveni, with the exception of our Website (https://aveni.ai), for which log-in credentials (username and password) are not required.  You may not access the Services for the purpose of evaluating performance, availability, functionality, or for any benchmarking or competitive purposes. 

Prohibited activities, licence restrictions

By visiting, accessing, using or providing access to our Services, you agree not to engage in any of the following activities, among others: 1. Copying, distributing, reproduce, publicly display, sublicense, lease, sell, transfer, distribute or otherwise commercially exploit the Service or make it available to any Third party other than to further your business interests as described above, 2. Processing the personal information of any individual other than End users other than to further your business interests and in compliance with applicable laws and organisational policies, 3. Use any automated system (other than functionalities of the Service or those described in Additional terms in place with you), including but not limited to “bots”, “Robotic process automation”, “spiders”, “offline readers” etc, to access the Services, 4. Modify, adapt, interfere, circumvent or hack the services especially any security or access control mechanisms, 5. Violation of any usage terms or agreements you have in place with Aveni, 6. Any unlawful activity or soliciting or supporting others to perform unlawful activity.

Applicable laws

You are responsible for the compliant use of the Services for any and all activities that happen within your account and involving your Data. You are solely responsible for ensuring that using the Service to store and transmit your data is compliant with all applicable laws and regulations. You maintain all responsibility for determining that the Service and the Output is accurate and sufficient for your business purposes.

Feedback

Aveni will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to incorporate into our Service or otherwise use and share any suggestions, improvement requests/ideas, recommendations or other feedback we receive from you or third parties acting on your behalf.

Trademark; Ownership

Aveni, and our associated product and service names and marks used on or in relation to the service, whether registered or unregistered, are trademarks of Aveni and you cannot use the marks to claim any rights, disparage or represent Aveni, its services or products. You can obtain written agreement for the use of our marks by emailing support@aveni.ai.

Our service is owned and operated by Aveni Ltd. The interfaces, graphics, design, composition, information, data, code, products, software, services and all other elements of the Service are protected by intellectual property and other laws. The service is the property of Aveni Ltd. You may not make use of the materials which make up the service except as expressly described in these terms. We reserve all right to the materials not described expressly in these terms. 

Suspension of access

Aveni reserves the right to temporarily suspend access to your account and use of the Services during planned downtime for upgrades and maintenance (which we will endeavour to conduct outside of UK GMT business hours with commercially reasonable notice), during circumstances beyond our control, if we suspect or detect any malicious software connected to your account or malicious use of the service by you or your users. 

“Beta” functionality

Occaisionally we may make new, untested functionality available to you to try at your sole discretion. Such services are intended for evaluation purposes only and not for production use, are not supported, and may be subject to additional Terms we will present to you. Such functionality is not considered part of the Services described in these terms however all restrictions, out reservation or rights and your obligations concerning the Service, and use of any Third Party Services shall still apply to your use of such “beta” services. Unless we tell you otherwise, a beta trial will expire 6 months after the trial start date, or the date that the production version of the functionality becomes available, whichever is earlier. Beta services can be discontinued at any time at our discretion without notice and we may never make them generally available. We accept no liability for damages arising from or in connection to a beta service.

Payments and fees

Our services are provided on a contractual basis. The details of fees and payments are described in the Business Service Agreement between you and Aveni. You acknowledge that Aveni may use usage data from your account to provide you billing information such as invoices.

Third party terms

By authorising any third party service to connect with your Aveni account, you consent to Aveni sharing information necessary to identify you or others as needed to provide our Services, and sharing Output as needed to provide our services, including but not limited to names and email addresses.

By authorising Aveni to connect with any third party service, you consent to Aveni receiving, storing, processing and sharing with other users according to the data access controls created by you, information as necessary from the third party service to perform our Services, including but not limited to names and email addresses.

Upload or recording of call recordings

If you decide to authorise third party services such as Video conferencing tools access to your Aveni account, you thereby give Aveni consent to store, process and make available to other users according to the data access controls created by you, recordings for any or all meetings or video conferences that you join. 

Sharing of calendar information

If you decide to authorise Aveni to connect to third party services such as Outlook, you thereby give Aveni consent to store, process and make available to other users the information stored about you and other people in your calendar. 

Sharing of output

Some of our Services include links to other sites and services. The inclusion of such links does not represent that Aveni accepts any responsibility for the use, accuracy, maintenance or security of Aveni information shared or stored on third party sites or services. By using such links or sharing information beyond Aveni services, you assume all responsibility for the information.

User content

Under no circumstances will Avnei be responsible for User Content uploaded to Aveni including but not limited to sent, viewed or shared while using the services, errors or omissions to content, loss or damage caused by unauthorised use or denial of access to content. We reserve the right to delete content at any time without notice if it breaks the law or these terms. 

By uploading content to the Services, you grant other users the right to access, use, modify and distribute the content as permitted by these terms, the functionality of the service, and your organisation’s policies. 

Limited license grant to Aveni

By uploading or recording content to Aveni Services, you grant Aveni permission to store, process and make available to other users according to the data access controls created by you, content including but not limited to audio recordings, voice recordings, documents, text, data in connection with our provision of services. You grant Aveni a non-exclusive, royalty-free, fully paid right and licence, with the right to sublicense, to host, store, transfer, display, reproduce, modify, export, process, transform and distribute your User Content, in whole or in part, in any format and through any media channels now known or hereafter developed for the purpose of providing and improving our services. 

Ownership

You (your organisation) retain all ownership rights to the User content you process using the service.

Deletion and retention

Your organisation has the right to delete user content from your account after which it will not be retained and cannot be recreated by the Service. Aveni will retain content provided to us for the duration as agreed in the Business Services Agreement between you and us.

Output

The AI output provided by the services, which is sensitive to the information provided by you such as meeting recordings and documents, are solely and exclusively owned by Aveni and are licensed to you for use to further your business interests, except for proprietary information about you and your business, which is owned exclusively by you. Aveni does not accept any responsibility for the use, accuracy, maintenance or security of Aveni AI information shared or stored on third party sites or services. By using such links or sharing information beyond Aveni services, you assume all responsibility for the information. You maintain all responsibility for determining that the Service and the Output is accurate and sufficient for your business purposes. Aveni is not responsible for the use of any User Content or output by users or non-users of the service or any third parties. You agree not to share any output or user content beyond as described in the Service Overview.

As part of the services, Aveni provides indicative aggregated information about the content and characteristics of the user content uploaded to the Services. Aveni makes no guarantees of the accuracy, completeness or timeliness of this information intended as Business Information for you and accepts no liability for damages of any kind caused by incorrect, incomplete, inaccurate, late, or otherwise data resulting from the output or processing or user content. 

Waiver of rights in relation to content

You waive any rights you have against Aveni Ltd in relation to user content.

Monitoring content

Aveni does not have an obligation to monitor User content uploaded or recorded onto our Services. You acknowledge and agree that Aveni has the right to monitor any information uploaded to or transmitted through the services, including usage data, for the purposes of providing and improving the Services. In this scenario, Aveni still claims no responsibility for the content or use of the content by you. 

Machine learning

Aveni will have the right to collect and analyse aggregated data about the usage of the platform by users, de-identifiable parts and whole conversations and other forms of user content uploaded by you. The service may use machine learning systems in the provision and improvement of the services. These Terms of Service do not prevent in any way Aveni from using Machine Learning for improving, operating and providing the Service. You do not have any rights to the aggregated data collected by Aveni, to the machine learning created by Aveni or as part of the service.

Communications

In creating and operating your account for use of the service, you may provide us contact details (including but not limited to mobile phone number, email address, access to mobile phone push notifications or authentication app) which are required for the use of the service, for example in order to complete authentication. We may use various methods to send you promotional materials (from which you can opt out) or operational information crucial to using the service. By using the service you consent to these messages. By providing others information to the Service for the purpose of sharing materials, you acknowledge that you have shared their information according to the policies and laws relevant to your organisation.

Modification of these terms

We reserve the right to modify these terms without prior notice. We will make reasonable efforts to notify you or your organisation of material changes to this agreement but accept no liability for any failure to do so. We recommend you check these terms regularly. Any continued use of the Services represents your continued acceptance of the modified Terms. 

Modification to services

You acknowledge that Aveni may modify the features and functionality of the services during the term of your agreement.

Indemnity

You are responsible for your use of the Service and you will defend and indemnify all Aveni entities from and against any and every claim brought by a third party, and any related liability, damage, loss and expense, including reasonable legal fees and costs, arising out of or connected with your unauthorised use or misuse of the Service, your violation of any part of these or additional terms, laws, regulations, your violation of any third party right, the nature of content you processed through the service, or any dispute between you and a third party. 

Disclaimers; no warranties

AVENI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE COMPLETENESS, ACCURACY, TIMELINESS, ADEQUACY, RELIABILITY, AVAILABILITY, VALIDITY OR USEFULNESS OF ANY INFORMATION, OUTPUT, TRANSCRIPTION OR ANY OTHER PART OF AVENI SERVICES OR OUTPUTAND DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE.

 

THE SERVICES AND OUTPUT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE THAT AVENI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE AND NO INFORMATION OBTAINED BY YOU FROM AVENI SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU ACKNOWLEDGE THAT AVENI IS NOT RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES CAUSED BY THE SERVICES INCLUDING BUT NOT LIMITED TO THE LOSS OF DATA, CORRUPTION OF DATA, LOSS OF REVENUE.

WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE OR YOUR DEALINGS WITH ANOTHER SERVICE USER. 

These limitations, exclusions and disclaimers apply to the fullest extent permitted by law. 

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, IN NO EVENT WILL ANY AVENI ENTITY BY LIABLE TO YOU OR ANY END USERS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM (BUT NOT RESTRICTED TO) YOUR ACCESS TO, USE OF, INABILITY TO ACCESS, INABILITY TO USE, ERRORS, MISTAKES OR ERRORS IN AVENI INFORMATION OR OUTPUT OR THIRD PARTY OUTPUT, WHETHER BASED ON WARRANTY, RORT, CONTRACT, STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY AVENI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. 

TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, THE AGGREGATE LIABILITY OF THE AVENI ENTITIES TO YOU FOR ALL CLAIMS ARISITING FROM OR RELATING TO THE USE OF, OR INABILITY TO USE ANY PORTION OF THE SERVICES UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO AVENI FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM.

THE PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN PARTIES AND LIMIT POTENTIAL LIABILITY, AN ESSENTIAL COMPONENT OF THE AGREEMENT DESCRIBED IN THESE TERMS AND IN PROVIDING YOU ACCESS TO THE SERVICES. 

Privacy & information security

These terms of service include by reference the terms described in our Privacy Policy (LINK) which you hereby agree to read, understand and adhere to.

Data processing

To the extent Data falls within the scope of the General Data Protection Refulation or the United Kingdom General Data Protection Regulation, the terms of the Data processing attachment in the Data Protection Agreement (LINK) apply to the processing of any Personal Data you provide to or upload to the system (as defined in the DPA).

Information security

Aveni will employ all commercially reasonable security measures designed to protect Data in our position, and control against unlawful or unauthorised access, use, alteration or disclosure. 

Sharing of information

Aveni may access or disclose information about You, Your Account, Users or End-Users, including Your Data, in order to comply with the law or respond to lawful requests or legal process; protect our or our customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Service; and act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.

Dispute resolution

You and Aveni intend to resolve issues in a constructive and bona-fide way that reflects the concerns and commercial interests of both You and Us. 

We will attempt to resolve disputes arising out of or relating to these terms and or use of the Services using this dispute resolution procedure prior to the initiation of court proceedings. Nothing in this section will restrict, at any time whilst the dispute resolution procedure is in progress or before or after it is invoked, either party’s freedom to seek any equitable remedy.

Aveni and Your representative will discuss the problems and attempt to resolve the dispute without unreasonable delay and without the necessity of any formal proceeding.

The parties will use reasonable endeavours to resolve the dispute within twenty (20) Working Days.

Miscellaneous

These terms, together with the privacy policy, any Data Protection Agreement, any Business Services Agreement and any additional terms, constitute the sole and entire agreement between You and Aveni for your use of the services and output. 

Should any provision of these or additional terms be held invalid or unenforceable, such provision will be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and any rights and licences granted hereunder, may not be transferred, delegated or assigned by you, but may be assigned, delegated or transferred by Aveni without restriction. Any attempted assignment, subcontract, delegation or transfer by you in violation of the foregoing will be null and void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns.

Section titles

Section titles are used for the sole purpose of convenience and have no legal or contractual effect.

Use of “including”

For the purpose of this document and all other terms, the use of the word “including” means “including but not limited to”.

Contact information 

If you have any questions about the services or these Terms of Service, please contact us at support@aveni.ai.

Governing law

This Agreement is governed by and shall be interpreted in accordance with the laws of Scotland (in relation to contractual and non-contractual matters).

Each party irrevocably submits to the jurisdiction of the Scottish courts in relation to all matters arising out of or in connection with this Agreement (in relation to contractual and non-contractual matters).

Force Majeure

Notwithstanding anything else contained in this Agreement, neither party shall be liable for any delay in performing, or non-performance of, its obligations hereunder if such delay or non-performance is caused by circumstances beyond the reasonable control of the party so delaying or non-performing, including but not limited to strikes, lock outs, labour disputes, acts of God, war, riot civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, disease, epidemic, pandemic, fire, flood, storm or adverse weather conditions (“Force Majeure Event”) and such party shall be entitled (subject to giving the other party full particulars of the circumstances in question and to using all reasonable endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.

If the Force Majeure Event causes a delay or non-performance continues for longer than three (3) months, the party not affected may terminate this Agreement by giving fourteen (14) days written notice to the other party.

Appendix 1 – Data Protection Agreement

Appendix 2 – List of subprocessors

Appendix 3 – description of processing

 

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