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Converge Ltd. - Terms of Service

Terms and Conditions

1. DEFINITIONS

  • “Company” means Converge Ltd, company number 13911031, registered in United Kingdom.
  • “Client” means the person or company that signs up for the Service.
  • “Authorised Users” means Client’s employees accessing the Service on Client’s behalf pursuant to the terms of this Agreement.
  • “Confidential Information” means any information disclosed, directly or indirectly, by one party (“Disclosing Party”) to the other (“Receiving Party”) pursuant to this Agreement, regardless of its form or way it has been expressed, including i.e. personal data, economic data, documentation, algorithms, know-how or any similar data of economic value to the Disclosing Party. Notwithstanding anything to the contrary, the precontractual documentation, the Agreement, any documentation submitted by any Party in relation to the Agreement, as well as Client Data shall be deemed Confidential Information.
  • “Documentation” means all documents published by Converge relating to the operation and use of the Service including the then-current online manuals, help guides, and other materials made available to Client.
  • “the Service” means Service consisting of conversion tracking and data forwarding.
  • “Fees” means the fees applicable to your use of the Service in accordance with the applicable package as set forth in our pricing notice included in the Stripe payment site provided.
  • “Stripe payment site” means a website through which payment is made; upon signing up for the service, Converge provides the Client with a link to such website.
  • “Personal Data” means any information relating to an identified or identifiable natural person (“data subject”), an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
  • “Client Data” means electronic content, data, including Personal Data, and information submitted by or for Client to the Service. For avoidance of doubt, Client Data does not include information generated by Service of Converge regarding the use of Service, such as e.g. the access or use of the Service, information on user visits, sessions, impressions, click through or click stream data as well as aggregated statistical or other analysis, information or data based on or derived from any of the foregoing (“Usage Data”).
  • “Subscription Term” means the period during which Client is entitled to use the Service as set forth in the Agreement.
  • “Updated Services” mean services made available to the Client other than the Service described in Appendix A, or the Service equipped with new features or functionalities. Security updates or patches to the Service do not constitute Updated Services.

2. USE OF SERVICES

a. Subject to Client’s compliance with the terms of this Agreement and timely payment of all applicable fees, during the Subscription Term, Converge shall: i. Make the Service or Updated Services available to Client for internal business purposes (“the Purpose”); ii. Provide to the Client ongoing support as described in chapter 6 of the Agreement;

b. The Service or Updated Services shall be used exclusively for the Purpose. In particular, the Client is not entitled to share the Service or Updated Services or its results with third parties. Only Authorised Users are permitted to access and use the Service or Updated Services.

c. The Client is solely responsible for ensuring the use of Service or Updated Services in compliance with all applicable local, state, national and foreign laws applicable to Client’s use of the Service. Client will notify Converge immediately of any unauthorised use of, or access to, the Service or Updated Services, and will use reasonable efforts to promptly stop any unauthorised access to or use of the Service. d. The Client shall not decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, structure, ideas, algorithms, or associated know-how of, the Service or Updated Services (except to the extent expressly permitted by applicable law notwithstanding this restriction). Any adaptations, translations or modification of provided works is prohibited. Selling, sublicensing, making available of Service or Updated Services to third parties or using the Service or Updated Services on behalf of third parties is prohibited. Converge grants to the Client no licence other than expressly granted in this Agreement.

3. THIRD PARTY PROVIDERS

Certain third-party products or services are required to use the Service (“Third-Party Services”). These Third-Party Services may require the Client to accept additional terms and conditions in order to use their services. Converge is not responsible and provides no warranty with respect to Third-Party Services and their use of Client Data.

4. DATA PROTECTION AND CONFIDENTIALITY

a. During the Subscription Term and three (3) years thereafter (“Confidentiality Period”), the Receiving Party agrees not to disclose the Disclosing Party’s Confidential Information, except to the Receiving Party’s employees, independent contractors, affiliates, advisors, auditors, attorneys, service providers, and prospective investors or purchasers, who have a need to know the information, are informed of the confidential nature of the Confidential Information and who have agreed or are otherwise legally bound to treat the Disclosing Party’s Confidential Information in a manner consistent with Receiving Party’s duties under this Agreement. The Receiving Party will not use the Disclosing Party’s Confidential Information except

i. as necessary to perform the Receiving Party’s duties under this Agreement; or ii. in any other manner that this Agreement expressly authorises. For the avoidance of doubt, the Disclosing Party is responsible for the acts and omissions of this Party’s independent contractors related to the confidentiality obligations as for its own acts and omissions.

b. The confidentiality clause in it. 4.a. shall not apply if: i. the information was known to the Receiving Party (without obligation to keep the same confidential) at the date of disclosure of the Information by the Disclosing Party; ii. the information was at the time of its disclosure in the public knowledge or has become public knowledge during the term of Confidentiality Period otherwise than by reason of the Receiving Party’s neglect or breach of the restrictions set out in this or any other agreement; iii. the information is independently developed by the Receiving Party without reference to the Information; or iv. the Receiving Party is legally obligated to reveal or use the information to the extent provided by the law.

c. Personal data shall be processed by Converge in accordance with data protection addendum (DPA) as specified in Appendix A to the Agreement.

5. PAYMENT OF FEES

a. Customer will pay Company the applicable fees as set forth in the Stripe payment site. b. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). c. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. The company reserves the right to suspend or terminate the service in the event of an invoice issued not being paid by this time.

6. SUBSCRIPTION TERM AND AUTO-RENEWAL

a. The Agreement is concluded for an indefinite period of time, starting from the first billing time as set forth in the Stripe payment site, and billed monthly thereafter. b. Unless the Client cancels your subscription prior to the end of the current billing term, your subscription will automatically renew for another term. All renewals are subject to the applicable Service continuing to be offered. c. The Client has the right to terminate this agreement at any point. Upon termination of the Agreement: i. Access to the Service or Updated Services will be terminated; ii. All outstanding payment obligations of the Client will become due and payable immediately; iii. At the latest after ninety (90) days from termination of the Agreement, Converge will delete all Client Data, except if Converge is required to retain a copy of such Client Data for legal purposes, provided that such copy remains subject to the confidentiality provisions of this Agreement. iv. The subscription fee already paid for the current month in which such termination is requested is non-refundable.

d. Converge reserves the right to terminate or suspend the Client’s access to the Service at any time and for any reason upon notice to the Client. If Converge terminates or suspends the Client’s access to the Servcie without cause, Converge will refund a prorated portion of the monthly prepayment for the current billing period. Converge will not refund or reimburse the Client if the Client’s access to Service is terminated for cause, including (without limitation) for a violation of these Terms or the Acceptable Use Policy.

7. SUPPORT SERVICES

a. Converge provides the Support Services to the Client with regard to the Service or Updated Services, consisting of:

i. a dedicated Slack channel (with exception of any request containing Personal Data of the Client’s customer), ii. providing security updates or patches, without undue delay, after they become available.

b. The Client shall encrypt any support request containing Personal Data.

8. UPDATED SERVICES

Converge may make available to the Client Updated Services. After deploying Updates Services on behalf of the Client, the provisions of this Agreement apply to Updated Services. The Client may decide not to continue using Updated Services, however in such case Converge may decide to terminate the Subscription under conditions outlined in 6c.

9. LIABILITY

a. Converge disclaims all warranties, whether express, implied or statutory, including any and all warranties of merchantability, fitness for a particular purpose, accuracy of results, or otherwise arising from a course of dealing or reliance. The Service and Updated Services are provided “as is.” Converge does not warrant that the services will be error-free or uninterrupted or that the services will be compatible with any particular device. b. In no event will Converge or the Client be liable to the other party for any loss of profits, sales, or business, loss of anticipated savings, loss of use or corruption of software, costs of substitute goods or services, loss of data, information, work stoppage or any indirect or consequential damages arising out of or relating to this Agreement, however caused, and based on any theory of liability, except when otherwise provided by the law. c. Except otherwise provided by the law, the entire liability of Converge towards the Client shall not exceed the amount of fees paid by Client during the 12 months preceding the event giving rise to the damage. d. For the avoidance of doubt, the Client is exclusively responsible for obtaining a legal basis for processing Personal Data of the Client’s customers, including consent when required under any law.

10. GENERAL PROVISIONS

a. Any activities related to public communication of the cooperation for the purposes of publicity shall be agreed upon by the Parties and jointly coordinated.

b. This Agreement will be governed by and construed under the laws of Belgium, without reference to conflict of laws principles. The parties will be subject to the exclusive jurisdiction of the courts of the city of Brussels, and the parties agree and consent to the exclusive jurisdiction and venue of such courts.

c. Any required notice will be given in writing (including by e-mail) to the following address:

  • contact@runconverge.com

d. Neither party will be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in its performance under this Agreement (except for payment of fees) due to any cause beyond its reasonable control,

including without limitation: elements of nature or acts of war, riots, civil disorders, rebellions, revolutions, acts or threats of terrorism, strikes, labour disputes, failure of utilities or telecommunications, or other causes beyond the reasonable control of the affected Party (each a “Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event.

Appendix A: Data Processing Agreement (“Data Processing Agreement” or “DPA”)

1. SUBJECT MATTER OF THE DPA

a. The DPA is concluded between the Client (“the Client”) and Converge Ltd. (“the Processor” or “the Supplier”) in relation to the services provided by the Supplier to the Client based on the Converge Subscription Services Agreement (“Main Agreement”) and for the purposes of its performance. The personal data processing in connection with the performance of the Main Agreement is subject to Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (“GDPR”) and other applicable law in the field of data protection law (“Data Protection Legislation”).

b. The Parties acknowledge and agree that the Supplier is a Data Processor of Client Personal Data listed in Appendix 1, whereas the Client subscribing to Supplier’s services may be a Data Controller or Data Processor, as applicable, of Client Personal Data. Each Party will comply with the obligations applicable to it under the Data Protection Legislation with respect to the Processing of that Client Personal Data.

c. Under the DPA, the Controller instructs the Processor to process personal data described in Appendix 1 to the DPA (“Personal Data”). The DPA may be updated by the Processor from time to time. Any such change shall be made in writing, including electronic form, and notified to the Client.

d. Without prejudice to clause 5.d. of the Main Agreement, the Processor processes Personal Data solely for the purpose of performing the Main Agreement, to the extent necessary to perform it and only during its term.

e. The Processor is obliged to process Personal Data in accordance with the GDPR and Data Protection Legislation.

2. OBLIGATIONS OF THE PARTIES

a. The Processor is obliged to:

b. apply all technical and organisational measures adequate to the risk level securing the Personal Data in accordance with the principles specified in Article 32 of the GDPR; the security measures applied by the Processor are indicated in Appendix 2 whereas those applied by Processor’s Subprocessor are indicated in appendix 3. The Client hereby confirms that those security measures are appropriate to the risks identified by the Client;

i. assist the Controller in fulfilling the obligations set forth in Articles 32–36 of the GDPR, while taking into account the nature of processing and information available to the Processor;

ii. process the Personal Data only on documented instructions from the Client unless required to do so by the applicable EU or local law; in such a case, the Processor informs the Client of such a legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

iii. assist the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the GDPR;

iv. ensure that persons authorised to process the Personal Data have committed themselves to confidentiality, unless they are obliged to do so under an appropriate statutory obligation of confidentiality;

v. to ensure that each and every person who processes Personal Data on its behalf processes them only at the Client’s instructions;

vi. notify the Controller on a personal data breach regarding Personal Data without undue delay and provide to the Controller all necessary information regarding the breach.

c. Upon expiry of the DPA, the Client instructs the Processor to delete all Client Data (including existing copies) from the Processor’s Systems in accordance with applicable Data Protection Law. Processor will comply

with this instruction as soon as reasonably practicable and within a maximum period of 90 days, unless EU or EU Member State law requires or justifies that such Personal Data be retained by Processor for a longer period of time.

d. The Processor is entitled to entrust the processing of Personal Data to further processing entities (“Sub-processors”), a list of which is provided in Appendix 3 to the DPA and may be updated from time to time. The Processor will inform the Controller of any intended change in the list of Sub-processors via e-mail notification. The Client may object to such a change within the next 7 days. The Client’s objection shall be deemed as termination of the Agreement. Upon termination of the Agreement, the Client shall no longer be entitled to use the Services in order to process personal data. The Client shall still be entitled to use the Services to process non-personal data, to the extent permissible under the law. e. The Processor will provide the Controller with the information necessary for the performance of its duties related to the processing of Personal Data. The Processor will enable the Controller to carry out audits, including inspections, within the time agreed by the Parties, as regards processing of Personal Data by the Processor and will ensure cooperation in this respect. Each Party will incur its own costs of the audit, regardless of its result.

3. DATA LOCATION

a. The Client Data shall be processed within the EEA or in the United Kingdom.

b. The Processor will not transfer Personal Data outside the EEA or the United Kingdom, unless it obtains Controller’s explicit permit in this respect, which the Controller will not unreasonably withhold, and such transfer will be effected in accordance with the respective provisions of the GDPR. In any event, the transfer will be effected solely for the purpose of performing the Main Agreement.

4. LIABILITY

Irrespective of the provisions of the Main Agreement, the Processor’s liability related to the processing of Personal Data under the DPA is limited to the total amount paid to the Supplier based on the Main Agreement, unless the mandatory provisions of the applicable law provide for otherwise.

5. MISCELLANEOUS

a. Any communication regarding this DPA shall be made via email, unless the law or the DPA requires another form. b. The DPA is concluded for the term of the Main Agreement’s duration. c. Any amendments to this DPA will be made in writing, including electronic form. d. The DPA is subject to the law applicable to the Main Agreement. Any disputes related to the DPA will be resolved by a court of jurisdiction in accordance with the Main Agreement. e. The appendices to this DPA constitute an integral part hereof. List of appendices:

  • Appendix 1 – Personal Data;
  • Appendix 2 – Security measures
  • Appendix 3 – List of Sub-processors

APPENDIX 1: Details of the processing of personal data

  1. Nature and purpose of the processing: the data shall be processed for the purposes of provision of the Service, as described in the Converge SUBSCRIPTION SERVICES AGREEMENT.
  2. Categories of data subjects: Client’s customers
  3. Type of personal data: any personal data (including special categories of data, depending on the Client’s decision) entered into the Services by the Client, in particular, the data may include sales data, data on purchasing decisions, data concerning the Client’s customers’ online activity, demographic data.

APPENDIX 2: Security measures

Security measures undertaken by the Processor include, in particular:

  • applying necessary procedures regarding personal data protection
  • regular testing of the security of the service
  • encryption of personal data
  • assuring the security measures undertaken by Sub-processor, as described on this website.

APPENDIX 3: List of Sub-processors

Amazon Web Services (“AWS”)