Terms of Service

1. Introduction

These Terms of Service (the "Terms") constitute a legally binding agreement between you and Appvia Ltd, a company incorporated and registered in England and Wales under company number 10653692, with its registered office at Cap House Ground Floor, 9-12 Long Lane, London, England, EC1A 9HA ("Appvia", "we", "us", or "our").

These Terms govern your access to and use of the Wayfinder platform, including any associated services, features, content, and applications (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "you" or "Customer" shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you must not use the Service.

2. Definitions

In these Terms, the following definitions apply:

• "Authorised Users" means those employees or officers of the Customer who are authorised by the Customer to use the Service in accordance with these Terms.
• "Business Day" means a day other than a Saturday, Sunday, or public holiday in England.
• "Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or would reasonably be understood to be confidential.
• "Customer Data" means all data, information, and content provided by you or your Authorised Users and processed through the Service.
• "Documentation" means the user guides, help documentation, and other materials relating to the Service made available by Appvia.
• "Intellectual Property Rights" means patents, rights to inventions, copyright, trade marks, rights in designs, database rights, rights to preserve the confidentiality of information, and any other intellectual property rights.
• "Subscription Term" means the period during which you have access to the Service, as specified in your subscription.

3. Account Registration

3.1 Account Creation

To access the Service, you must create an account by providing accurate, complete, and current information. You agree to maintain and promptly update your account information to keep it accurate and complete.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorised access or use of your account
• Ensuring that Authorised Users comply with these Terms

3.3 Account Administrator

The individual who creates the account will be designated as the account administrator and will have the authority to manage Authorised Users and account settings.

4. Free Trial

4.1 Trial Period

We may offer a free trial period of 14 days for new customers. During the trial period, you will have access to the Service features as specified on our website.

4.2 Trial Conversion

At the end of the trial period:

• If you have provided payment details, your subscription will automatically convert to a paid subscription at the applicable rate
• If you have not provided payment details, your access to the Service will be suspended until you subscribe to a paid plan
• You may cancel at any time during the trial period without charge

4.3 Trial Limitations

We reserve the right to modify, suspend, or discontinue the free trial offer at any time without notice. Free trials are limited to one per customer.

5. Subscription and Billing

5.1 Subscription Plans

The Service is offered under various subscription plans as described on our pricing page. Each plan includes different features, usage limits, and pricing.

5.2 Fees and Payment

• Subscription fees are payable in advance on a monthly or annual basis, as selected at the time of purchase
• All fees are stated in pounds sterling (GBP) and are exclusive of VAT, which will be added at the applicable rate
• Payment is due within 30 days of the invoice date
• We accept payment by credit card, debit card, or bank transfer

5.3 Automatic Renewal

Subscriptions automatically renew for successive periods of the same duration unless you cancel before the renewal date. We will notify you before any price changes take effect.

5.4 Late Payment

If payment is not received by the due date, we may:

• Charge interest on overdue amounts at 3% above the Bank of England base rate
• Suspend your access to the Service until payment is received
• Terminate your subscription in accordance with these Terms

5.5 Refunds

Subscription fees are non-refundable except where required by applicable law. If you cancel during a subscription period, you will retain access until the end of that period.

6. Service Access and Use

6.1 Licence Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the Subscription Term solely for your internal business purposes.

6.2 Service Availability

We aim to provide reliable access to the Service but do not guarantee uninterrupted availability. We may occasionally need to perform maintenance or updates that temporarily affect access.

6.3 Updates and Modifications

We may update, modify, or enhance the Service from time to time. We will provide reasonable notice of material changes that may adversely affect your use of the Service.

6.4 Support

Support is provided in accordance with the support plan included in your subscription. Details of support levels and response times are available on our website or upon request.

7. Acceptable Use

7.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms and the Documentation.

7.2 Prohibited Activities

You shall not, and shall ensure that Authorised Users do not:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorised access to the Service, other accounts, or computer systems
• Interfere with or disrupt the integrity or performance of the Service
• Transmit any viruses, malware, or other harmful code
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
• Copy, modify, or create derivative works of the Service
• Resell, sublicense, or provide the Service to third parties without our written consent
• Use the Service to build a competing product or service
• Remove or alter any proprietary notices or labels on the Service
• Use the Service in a manner that could damage our reputation or goodwill
• Circumvent any access controls or usage limits

7.3 Enforcement

We reserve the right to investigate and take appropriate action against violations of these acceptable use provisions, including suspension or termination of access to the Service.

8. Customer Data

8.1 Ownership

You retain all rights, title, and interest in and to your Customer Data. We do not claim any ownership rights over your Customer Data.

8.2 Licence to Use

You grant us a limited licence to use, process, and store your Customer Data solely to provide the Service to you and as otherwise permitted under these Terms.

8.3 Your Responsibilities

You are responsible for:

• The accuracy, quality, and legality of your Customer Data
• Ensuring you have all necessary rights and consents to provide Customer Data to us
• Ensuring your Customer Data does not infringe the rights of any third party
• Maintaining appropriate backups of your Customer Data

8.4 Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. Enterprise customers may request a Data Processing Agreement.

8.5 Data Location

All Customer Data is stored and processed within the United Kingdom.

9. AI Features

9.1 AI-Powered Functionality

The Service includes AI-powered features designed to assist with platform operations, analysis, and automation.

9.2 No Training on Customer Data

We do not use your Customer Data to train our AI models. Your data remains yours and is used solely to provide the Service to you.

9.3 AI Output

While we strive to provide accurate and helpful AI-powered features, you acknowledge that:

• AI outputs should be reviewed before being relied upon for critical decisions
• We do not guarantee the accuracy, completeness, or suitability of AI-generated outputs
• You are responsible for your use of AI-generated outputs

10. Intellectual Property

10.1 Our Intellectual Property

The Service, including all software, technology, designs, documentation, and other materials, is owned by Appvia or its licensors and is protected by copyright, trade mark, and other intellectual property laws. Nothing in these Terms transfers any ownership rights to you.

10.2 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service, you grant us a perpetual, irrevocable, royalty-free licence to use, modify, and incorporate such feedback without restriction or compensation.

10.3 Trade Marks

Wayfinder and Appvia are trade marks of Appvia Ltd. You may not use our trade marks without our prior written consent.

11. Confidentiality

11.1 Protection of Confidential Information

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for the purposes of these Terms
• Not disclose Confidential Information to third parties without consent
• Take reasonable measures to protect Confidential Information

11.2 Exceptions

Confidential Information does not include information that is:

• Publicly available through no fault of the receiving party
• Already known to the receiving party at the time of disclosure
• Lawfully obtained from a third party without restriction
• Independently developed without use of Confidential Information
• Required to be disclosed by law or court order

12. Limitation of Liability

12.1 Exclusions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited by law

12.2 Exclusion of Certain Losses

Subject to clause 12.1, we shall not be liable for:

• Loss of profits, sales, business, or revenue
• Loss of anticipated savings
• Loss of or damage to goodwill
• Loss of use or corruption of software, data, or information
• Any indirect, special, or consequential loss

12.3 Liability Cap

Subject to clauses 12.1 and 12.2, our total aggregate liability arising from or in connection with these Terms shall not exceed the greater of:

• The fees paid by you in the 12 months preceding the claim; or
• Ten thousand pounds sterling (GBP 10,000)

12.4 Service Provided "As Is"

Except as expressly stated in these Terms, the Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, or statutory.

13. Indemnification

13.1 Our Indemnification

We shall indemnify you against any damages awarded by a court in respect of a claim that your use of the Service in accordance with these Terms infringes any UK patent, copyright, or trade mark, provided that you notify us promptly, give us sole control of the defence, and cooperate with us.

13.2 Exceptions

We shall have no obligation under clause 13.1 if the claim arises from:

• Modification of the Service by anyone other than us
• Your use of the Service contrary to these Terms
• Combination of the Service with other products or services not provided by us

13.3 Remedies

If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may at our option:

• Procure the right for you to continue using the Service
• Modify the Service so that it becomes non-infringing
• Terminate your subscription and refund any prepaid fees for the remaining Subscription Term

14. Term and Termination

14.1 Term

These Terms commence when you first access the Service and continue until terminated in accordance with this clause.

14.2 Termination by You

You may terminate your subscription at any time by providing notice through your account settings or by contacting us. Termination will take effect at the end of the current billing period.

14.3 Termination by Us

We may terminate or suspend your access to the Service immediately if:

• You breach any material provision of these Terms
• You fail to pay any fees when due and do not remedy this within 30 days of notice
• You become insolvent or enter into administration, liquidation, or similar proceedings
• We are required to do so by law

14.4 Effect of Termination

Upon termination:

• Your right to access the Service will immediately cease
• You must pay all outstanding fees
• We will delete your Customer Data within 30 days, unless you request its return within 14 days of termination
• Provisions that by their nature should survive termination will continue to apply

15. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by email or through the Service at least 30 days before the changes take effect.

If you do not agree to the updated Terms, you may terminate your subscription before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

16. General Provisions

16.1 Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

16.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

16.3 Entire Agreement

These Terms, together with our Privacy Policy and any Order Form, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

16.5 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

16.6 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

16.7 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, or strikes.

16.8 Third Party Rights

These Terms do not confer any rights on any person or party other than you and us under the Contracts (Rights of Third Parties) Act 1999.

16.9 Notices

Notices to you will be sent to the email address associated with your account. Notices to us should be sent to the contact details below.

17. Contact Us