Terms & Conditions
Update Date: 7 February 2024
These are Yoke Social Ltd’s Terms & Conditions. They are the T&Cs that apply to your use of the Services, including our Platform, and constitute a legally binding agreement between you and us. If you use the Platform, place an Order or instruct us to provide any Services, you confirm that you have read, understood and accepted them.
IF YOU DO NOT AGREE TO THESE TERMS OR YOU ARE NOT 18+, YOU MUST DISCONTINUE USE OF THE PLATFORM.
We draw your attention to the following clause: (7) LIMITATION OF LIABILITY AND DISCLAIMERS
(1) YOUR AGREEMENT AND ACCOUNT WITH US
(1) Your Agreement with us is made up of the Terms of Service (the Terms). If you use the Platform or Order Services, you agree to the Terms, even if you or we don’t sign anything. These Terms apply to consumers and businesses, except where expressly stated otherwise.
(2) The Terms of Service consist of the following which are expressly incorporated into the Agreement by reference: (i) the Details, namely the written scope and specification of the Services and/or Deliverables and key related terms, set out on the Platform or in a cover sheet or email; (ii) these Terms & Conditions (these Terms), which incorporate the Terms of Use; and (iii) if you are a business, the Data Protection Terms.
(3) If anything is inconsistent between the items/documents in clause 1.2 above, a term in an item higher in the list shall have priority over one lower in the list, except where expressly stated otherwise. For example, if the Details say 7 days and these Terms say 14, then 7 applies.
(4) You must be at least 18 years’ old to use the Services.
(5) Words in these Terms have specific meanings defined throughout and at end of these Terms. Capitalised terms not defined elsewhere in the Terms of Service have the meanings given to them in these Terms.
(6) Updates to the Terms of Service. We may amend the Terms of Service from time to time by posting an updated version to our Website, which shall be accessible via the Legal Information or sent to you by email. Updates are effective immediately upon posting to our Website or transmission to you by email, whichever is sooner. If any update materially adversely affects your rights and obligations, such as increases to the Charges, we will provide written notice to you using your contact details and those changes will be effective no sooner than 30 days after we notify you. Your continued use of the Services means you agree to such changes. These Terms were most recently updated on the Update Date above.
(7) Individual accounts, privacy and data sharing. You need register and create a user account to access/use the Services, and you agree to use your real name and personal information when creating an account or using the Services. If you are an individual using the Services via a business subscription account/Plan, you agree for us to share anonymised/aggregated data produced from your use of the Services with that business.
(8) Business accounts, user privacy and data sharing. As a business, if you purchase a multiple-user subscription Plan for your Team members, each of them will also need to agree to our Terms of Service before they can use/access the Services. We share anonymised/aggregated data with you as part of the Services, however that you shall not be granted access to your Team’s user accounts and data/information, including without limitation Deliverables produced for them.
(2) SERVICES
(1) Services. The Services consist of the Platform and any products and services provided by us that refer to or link to these Terms, including without limitation any Deliverables (collectively, the “Services”) and are provided to you on a non-exclusive basis. We may offer different levels of Services tiers.
(2) Plans. The Services may be offered as plans, including memberships, subscriptions or agreed ongoing arrangements, as set out in the Details (“Plans”).
(3) User subscriptions Plans. (a) You may purchase a single-user subscription as an individual or multiple-user subscriptions for different members of your Team if you are a business, by placing an Order. (b) The maximum number of authorised users is set out in your agreed Plan and only those users may use and access the Services in accordance with the Terms of Service. (c) We may permit you to purchase additional user subscriptions or upgrade tiers by placing an Order.
(4) Platform and Sites. We use Sites to provide the Services, including the following (collectively, the “Sites”): our software applications and Website and, if applicable, its subdomains and app (“Platform”); and third party Sites including products, platforms, services and software, including:
(a) Sites used by you which we access with your authorisation, such as Meta (https://about.meta.com/uk/).
(b) third party service providers who may process your/your Team’s personal data in accordance with our Terms of Service and Privacy Policy, which you acknowledge and authorise, such as WebPurify (https://www.webpurify.com/).
(5) Placing your Order.
(a) You can place an offer to purchase Services (“Order”) from us in two ways:
(i) OPTION 1. Subject to quotation. Your acceptance of the Details in writing, including by email or signature, is an Order and offer by you to purchase the Services specified in the Order subject to the Terms of Service.
(ii) OPTION 2. Via the Platform. We may permit you to place an Order via the Platform. Please follow the onscreen prompts and instructions provided by us to do so. Each Order is an offer by you to purchase the Services specified in the Order subject to the Terms of Service.
(6) After you place your Order, our acknowledgement of it does not mean that it is accepted. Our acceptance of your Order takes place when we provide access to the Services/Deliverables, countersign it or send an email to you to accept it (“Order Confirmation”), following which the Agreement shall be updated accordingly.
(7) Authorisation and access. By placing an Order you authorise us to access and use your and (if applicable) your Team’s data/personal information via specified third party Sites, in accordance with the Terms of Service. You'll need to connect to those Sites via our Services and agree to their terms, conditions and policies to enable us to provide the Services/Deliverables.
(8) Security and permission. You must use a strong password and not make your account or credentials available to any other person and you accept responsibility for all activities on your account. You may not connect to any social media accounts other than your own. As a business, you may not use the Services to access your Team’s Sites on their behalf.
(9) Fair usage. We only support fair usage of the Services. Please refrain from carrying out high volumes of scans over short periods of time. If we notice that an unusually high volume of scans is being carried out on your account, we may temporarily restrict your access or suspend the Services.
(10) We may suspend or withdraw the Services. We do not guarantee that the Services will always be available or uninterrupted. We may suspend, withdraw or restrict the availability of all or any part of the Services made available via them for any reason without notice.
(11) Updates to the Services. We may update and change the Platform/Services from time to time for any reason, without notice to you.
(12) Important. (a) The Services are in British English only. (b) The following may not be detected by the Services: slang, regional dialect, novel words and phrases, foreign languages. If you have specific words to check or specific requirements, please email us using our contact details in the Legal Information and if we can help, we will. (c) Please be aware that photos and screenshots could exist elsewhere before you use our Services.
(3) TERM AND TERMINATION
(1) Commencement. The Terms of Service (and Agreement) first come into effect on the earlier of the following dates, as applicable (the “Effective Date”): (a) the date you first use the Services; (b) the date your first Order under the Agreement is accepted by way of an Order Confirmation; or (c) (if applicable) the Effective Date specified in the Details.
(2) Duration. The Agreement continues until you let us know in writing that you’d like to end it, or vice versa. However, the earliest it can end is once all the agreed Services are delivered, Plans have ended and after any agreed minimum term, except where the Details say something different in regard to duration, and unless terminated earlier in accordance with these Terms.
(3) Plans. The following applies to Plans unless otherwise specified in the Details. Plans for Services start on the agreed start date for an initial month and auto-renew monthly. Each period is a billing period. To cancel, either party may give written notice during one period and the Plan cancels at the end of that period, unless there’s a minimum term, the last day of which is the earliest possible end date.
(4) User subscriptions. Subject to the Details, to cancel one subscription or multiple user subscriptions under your Plan, or to downgrade tiers, either party may give written notice during one period and the user subscription(s) cancels or tier downgrades at the end of that period, unless there’s a minimum term, the last day of which is the earliest possible end date.
(5) Termination or expiry of the Agreement does not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
(6)(a) We have the right to end the Agreement or License, disable your account or suspend the Services, immediately by giving written notice to you, if: (i) you materially (seriously) breach the Agreement and this cannot be fixed, or if it can be fixed you don’t do so within 14 days of our request; (ii) you don’t pay us an amount we’re owed for 14 days or more after the payment due date; (iii) you repeatedly breach the Terms of Service. (b) Doing so doesn’t affect our legal rights or remedies.
(7) When the Agreement ends, for any reason, you agree to do the following straight away: (a) pay our outstanding unpaid Charges for Services provided until the Agreement end date, and any interest and pre-agreed expenses; (b) stop using the Services, unless the License allows you to.
(4) CHARGES AND PAYMENT
(1) Charges. You agree to pay us the Charges for the Services, namely the prices quoted to you in writing, in advance or on the due dates specified or defined in the Details. Pre-agreed expenses incurred by us are charged to you at cost. New Charges apply when changes are made to the scope of the Services.
(2) Users. The Charges payable vary depending on the number of Platform users (“Users”).
(3) Payment. Unless otherwise notified to you, we only accept payment by direct debit.
(4) Billing information and Payment Method. You must provide up-to-date, accurate and complete billing information and one or more Payment Methods. A “Payment Method” is an up-to-date, valid, accepted and authorised method of payment, as may be updated from time to time.
(5) How to pay. You authorise us and our third party payment processors to charge your Payment Methods for the Charges on or after the due dates.
(6) Late and failed payments. You authorise us and our third party payment processors to charge your Payment Methods for any Charges that are outstanding after a due date, whether for a Plan or otherwise. If you fail to make any payment due in accordance with the Agreement, or your Payment Methods fail, then, without limiting our remedies, we may suspend the Services, delivery of the Deliverables and License until payment has been made in full.
(7) Interest is charged to you on overdue sums from the due date until payment, whether before or after judgment, which will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
(8) Taxes. Unless otherwise stated, Charges quoted exclude VAT, which you agree pay (if applicable).
(5) YOUR RESPONSIBILITIES/RESTRICTIONs
(1) To enable us to provide the Services, you agree to: (a) co-operate with us; (b) provide, in a timely manner, accurate and complete information and instructions that we request from time to time, including Customer Materials, which includes data, information and materials; (d) obtain and maintain all necessary licences, permissions and consents which may be required.
(2) Delays. If our ability to perform the Services is prevented or delayed by you or your Team defaulting on any obligation listed in clause 6.1: we will be entitled to suspend performance of the Services until you’re able to resolve things, and to rely on such to relieve us from the performance of the Services
(3) Prevent unauthorised use. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
(4) General restrictions. You shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
(b) access all or any part of the Services in order to build a product or service which competes with the Services;
(c) use the Services to provide services to third parties;
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the authorised users;
(e) attempt to obtain, or assist third parties in obtaining, access to the Services/Deliverables; or
(f) introduce or permit the introduction of, any virus or vulnerability into our network and information systems.
(6) YOUR USE OF THE PLATFORM/SERVICES AND INTELLECTUAL PROPERTY
(1) Ownership of the IPRs. (a) You and your licensors shall retain ownership of all Intellectual Property Rights (IPRs) in the Customer Materials. (b) Except where otherwise provided in the Agreement, we and our licensors shall retain ownership of all IPRs in the Deliverables, excluding Customer Materials incorporated in them.
(2) License. Subject to your payment of the Charges for the Services and ongoing adherence with the Terms of Service, we grant you the following license (“License”) unless otherwise set out in the Details: a non-exclusive, non-transferable, non-sublicensable license to access and use the Services/Deliverables for the duration of your Plan, subject to clause 3.
(3) Prohibitions. Unless otherwise agreed or permitted, you may not download, archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from or offer for sale the Services/Deliverables.
(4) The license you grant us. (a) You grant us a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Customer Materials for the term of the Agreement for the purpose of providing the Services to you in accordance with the Agreement.
(5) Intellectual property warranty. You confirm that our and our Team’s use of the Customer Materials shall not infringe the rights, including any IPRs, of any third party.
(6) The rights provided under the Agreement are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours, unless expressly agreed.
(7) This clause 6 applies even after the Agreement ends.
(7) LIMITATION OF LIABILITY AND DISCLAIMERS
(1) Limitation of liability
(a) References to liability in this clause 7 include every kind of liability arising under or in connection with the Agreement, for example liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise.
(b) We do not exclude or limit our liability to you where it would be unlawful to do so, e.g. these exceptions: liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation.
(2) Cap on liability. Except in the case of those exceptions, our total aggregate liability to you arising under or in connection with the Agreement will be limited to 100% of the Charges paid and payable under the Agreement for the Services that gave rise to the claim during the 12 months immediately preceding the date on which the claim arose.
(3) Exclusions. To the fullest extent permitted by law, and excluding those exceptions, the following types of loss arising out of or in connection with the Agreement are wholly excluded by us: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of use or corruption of software, data or information; (v) loss of or damage to reputation or goodwill; (vi) indirect or consequential loss; and (vii) for the avoidance of doubt, including loss arising as a result of our complying with our legal and regulatory duties.
(4) The Platform/Services are provided “as is”. To the fullest extent permitted by law, we and our affiliates and licensors exclude all conditions, warranties and representations (express, implied, statutory or otherwise) with respect to the Platform/Services, and disclaim all warranties including but not limited to warranties of fitness for purpose and satisfactory quality. We do not warrant that the Platform/Services/Deliverables will be uninterrupted, accurate or free of errors.
(5) DISCLAIMER. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: use of, or inability to use, the Platform; or use of or reliance on any content displayed on the Platform.
(6) Consumer rights. This clause 7 will not limit any non-waivable warranties or consumer protection rights that you may be entitled to under applicable law. If you are a consumer, please read the Consumer Information.
(8) DATA PROTECTION. (1) You and us agree to comply with the relevant obligations under applicable data protection laws when processing personal data in connection with the Agreement. (2) We will process your personal information in accordance with our Privacy Policy and Data Protection Terms, including to provide the Services, process your payment for the Services, and inform you about similar products or services that we provide (you may stop receiving these at any time by contacting us).
(9) NON-SOLICITATION. You agree not to solicit or poach any person from our Team at any time until 12 months after the Agreement ends, without our prior written consent.
(10) EVENTS OUTSIDE OUR CONTROL. If anything beyond our reasonable control occurs that prevents or delays our duties under the Terms of Service, we're not responsible. If something like this does happen, we'll let you know, and our responsibilities will be paused for its duration. If the disruption lasts more than 60 days, you can cancel the Agreement, and you’ll need to pay the Charges, expenses or costs we've already incurred up to the point of cancellation.
(11) ASSIGNMENT AND OTHER DEALINGS.
(1) The Agreement is personal to you, and you shall not assign, transfer, subcontract, delegate or deal in any other manner with any of your rights and obligations under the Agreement, without our prior written consent. (2) We may do so, including by novating the Agreement (to transfer all our rights and obligations under it), at any time to any person.
(12) CONFIDENTIALITY. You and us agree to keep information concerning the business, affairs, customers, clients or suppliers of the other party strictly confidential except: (i) when it’s necessary to disclose it to a party’s Team, representatives or advisers for the purposes intended by the Agreement, and only on a need-to-know basis and so long as those recipients also comply with this clause 12; (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or (iii) to publicly refer to you as our customer/client in our marketing/promotional materials anywhere online and you consent to our use of your name or business name/brand/logo.
(13) ENTIRE AGREEMENT. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(14) VARIATION. No variation of the Agreement by you or us has any effect unless it is agreed in writing.
(15) WAIVER. If a party chooses not to enforce a right or use a remedy, it must clearly state this in writing, and it doesn't mean they give up future rights or remedies. Not immediately acting on a right or using a remedy doesn't mean it's waived. Using a right or remedy partially or once doesn't stop its future use or effect.
(16) SEVERANCE. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that’ not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of the Agreement.
(17) COMMUNICATION AND NOTICES. Any communication between you and us relating to the Agreement must be in writing, using the latest contact details provided. Notices are considered received when signed for in person, two business days (in England) after mailing, or at the time of email transmission.
(18) THIRD PARTY RIGHTS. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any third party.
(19) COUNTERPARTS. The Agreement may be executed in any number of counterparts, which shall together constitute one Agreement.
(20) NO PARTNERSHIP. The Agreement is not intended to (nor shall it be deemed to) establish any partnership or joint venture between you and us, constitute any party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.
(21) SURVIVAL. Every provision of the Agreement that expressly or by implication is intended to, shall come into or continue in force on or after termination or expiry of the Agreement.
(22) GOVERNING LAW AND JURISDICTION. If you are a business user, these Terms of Use and any related dispute or claim will be governed by and construed according to the laws of England, and both parties irrevocably agree that only the courts of England have the authority to settle any dispute or claim. If you are a consumer user, you and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
(23) DEFINITIONS AND INTERPRETATION.
(1) We are the business specified in the Legal Information; Supplier, Business, we, our and us shall be interpreted accordingly.
(2) You are the person using the Platform/Services, either personally or on behalf of an entity, as may be set out in the Details or correspondence; Customer, you, your and yours shall be interpreted accordingly.
(3) You and us are each a party, together the parties.
(4) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)
(5) Legal Information is our legal information, as displayed on our Website, Details or other documentation or information supplied to you.
(6) Capitalised terms not defined in the Details will have the meanings in these Terms.
(7) Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
(8) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(9) A reference to agreed in these Terms means agreed in writing between the parties, and a reference to writing or written in these Terms includes email.
(10) The headings in these Terms are inserted for convenience only and shall not affect its construction.
(11) Team means a party’s agents, officers, contractors, subcontractors, consultants and employees.
(12) Intellectual Property Rights or IPRs include patents, copyright, trade marks and service marks, business names, rights in designs, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered in any part of the world.
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