Terms of Service
Terms of Service
About these terms of service (“Terms”)
There are the terms of service for Miituu Limited ("us/we/our") which apply to all use of our miituu subscription service ("Service").
We reserve the right to amend these Terms from time to time and will post a message on our homepage along with the new version of the Terms if that happens or email to alert you to our new terms. Your continued use of the Service will be deemed to be acceptance of any new Terms.
Who we are
Miituu Limited is a limited liability company incorporated in Scotland. Our company number is SC448857, and our registered office and main trading address is at Federation House, 222-224 Queensferry Road, Edinburgh, EH4 2BN. Our UK VAT Registration number is 162 5535 13.
Our contract with you
We offer four types of subscription plan and the length and term of the contract will vary depending on the type of plan you choose. When we contact you to ask for the information we need to set up your account ("Account Request Email") we will confirm the costs for the plan you have chosen and the applicable term. Once you have responded with the requested information and we have created your account ("Account") we will email you to confirm ("Confirmation Email").
Our contract with you ("Contract") is formed when we send this Confirmation Email and is comprised of that email, the Account Request Email and these Terms. Please note we reserve the right at our discretion to reject applications to use our Service.
The Contract will run for an initial period of 3 months through the 'starter pack' plan. After the 3 month 'starter pack' plan has ended you can choose our 'silver', 'gold' and '>20 user corporation' plans which run for 1 year. Either you or we can give 1 month notice to terminate. We won't increase our fees during the contract period, and we will tell you about any increase in monthly and/or annual fees before they are implemented.
If you are purchasing the Service as a consumer you will have rights under the Consumer Contracts Regulations 2013. These include the right to change your mind about the Contract within 14 days of it being formed. However if you agree to receive the Service before this 14 day period has ended then your right to change your mind will end when you start to receive the Service.
Your Contract will specify whether there is maximum number of users ("Authorised Users") who can access your Account in order to use the Service or whether the number of Authorised Users for that Account is unlimited.
We shall be entitled to terminate the Contract at any time if you are in material breach of the Contract (e.g. fail to pay the fees) and either you fail to remedy the breach within the timescale we request or the breach is not capable of being remedied. We shall also be entitled to terminate the Contract if you become insolvent. Where we terminate the Contract due to your breach we shall not be obliged to refund the subscription fees you may have paid us.
These rights of termination will also apply to you against us.
Use of your Account
Once the Contract is formed, and subject to you and your Authorised Users complying with these Terms, you will be entitled to use, and permit Authorised Users to use, the Services via your Account. You are responsible for your Authorised Users use of the Service.
You must advise us of the identities of Your Authorised Users, who will then require to register with us in order to access and use your Account. Your Contract may allow you to operate more than one project within your Account and in that event your Authorised Users will require to register on a project by project basis as appropriate.
Authorised Users use of the Services will be subject to these Terms. Each Authorised User shall keep a secure password for his use of the Services via your Account. You must only allow the permitted number of Authorised Users to access your Account to use the Services. If you discover any unauthorised use of the Service you must promptly let us know, remove the user or upgrade your account.
You must keep your password and account details secure and ensure that only you and Authorised Users access your Account.
You and your Authorised Users shall not store or transmit any computer virus, or any material during the use of the Services that:
- is unlawful, threatening, defamatory, obscene, infringing , discriminatory or is racially offensive;
- facilitates or encourages illegal activity;
- depicts sexually explicit images; or
- promotes unlawful violence or causes damage or injury to any person or property,
and we reserve the right, without liability to you, to disable your access to any material that breaches this provision.
You are responsible for complying with the laws of the country from where you use the Service and to ensure you have all necessary permission and consents in place in relation to your use of the Service.
The 3 month starter pack or annual subscription fees are due in advance for use of the Service. We'll contact you about the subscription fees. Fees for any bespoke version of the Service you request will be agreed between us. It will be clear before you purchase any Service whether VAT or other applicable taxes are included in the fee or still to be added.
Payment will be processed by credit card (or similar card) via a trusted third party payment provider, or by purchase order. Where your payment is not successful we will contact you and suspend access to your Account until payment has been made.
Payment is non-cancellable and once taken non-refundable.
Ownership of data
In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up under our archiving procedure. We shall not be responsible for any loss, damage or disclosure of Your Data caused by any third party.
If Your Data includes any personal data (as that term is defined in the Data Protection Legislation), then you acknowledge that we shall be deemed the processor and you are the controller in respect of any such personal data (where "controller", "processor" and "personal data" have the meanings as defined in Data Protection Legislation).
We shall comply with our, and you shall comply with your, respective obligations under the Data Protection Legislation (where "Data Protection Legislation" means, the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) (unless and until it is no longer directly applicable in the UK) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK. This section is in addition to, and does not relieve, remove or replace, your or our obligations under Data Protection Legislation.
The scope, nature and purpose of processing by us is the provision of our Service. The type of personal data will be set out in any data you upload using the Service and the categories of data subjects are any individuals that may be referred to within such data. The duration of the processing is the duration of the Contract.
You must ensure that you have all necessary consents and notices in place to enable lawful transfer of any personal data to us for the duration and purposes of this Contract.
We shall, in relation to any personal data processed in connection with the performance by us of our obligations under this Contract:
- process the personal data only on your written instructions (unless otherwise required by applicable law);
- maintain records of any processing of personal data that we carry out on your behalf;
- ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
- ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
- not transfer any personal data outside of the UK to any territory not within the European Economic Area without your prior written consent;
- assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify you without undue delay on becoming aware of a personal data breach; and
- at your written direction, delete or return personal data and copies thereof to you on termination of this Contract (unless required by applicable law(s) to store the personal data).
You consent to us appointing third-party processors of personal data who assist with the following under this Contract:
- webhosting, media storage, encoding, streaming, developing iOS applications, and digital certification.
We confirm that we have entered, or will enter (as the case may be), a written agreement with any such third-party processor incorporating terms which are substantially similar to those set out in this section.
You warrant that:
- you are not aware of any circumstances likely to give rise to breach of the Data Protection Legislation (including any personal data breach);
- you have a lawful basis under the Data Protection Legislation to transfer the personal data to us for processing under this Contract and such use will comply with all Data Protection Legislation;
- you will promptly notify us of any action we must take to assist you with ensuring compliance with your obligations under Data Protection Legislation, including with request to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and
- the personal data is necessary, adequate, relevant, accurate and up-to-date and you will notify us promptly of any changes to the personal data.
Availability of the Service
We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned or unplanned maintenance. We will try and ensure all maintenance is not carried out during office hours and to give you as much advance notice of any maintenance as we can.
We will endeavour to respond to all customer support queries within 7 days.
You are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres. We are not liable for any delays, delivery failures and any other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
Our rights in the Service
The Miituu Service is our proprietary service, and all intellectual property rights in it are owned by or validly licensed to us.
Software and related documentation provided in relation to the Service is only provided in relation to your use of the Service. Except where this is part of your legitimate use of the Service you are not permitted to copy, modify, republish, download, display or distribute all or any part of such software or documentation in any form or media or by any means. Nor are you permitted to reverse compile, disassemble, or reverse engineer such software or make use of such software or documentation to build a product or service which competes with our Service.
The Service is provided on an ‘as is' basis and we do not guarantee that the service will be suitable for your intended use. Nothing in these Terms seeks to exclude our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation. However beyond that we exclude all other liability to the extent permitted at law. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Service that is caused by an event outside our reasonable control.
In no event shall we be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss. Except for liabilities we have expressly not excluded, our total aggregate liability arising under the Contract or otherwise relating to the Service shall be limited to the total of the subscription fees paid by you.
General legal provisions
If we choose to waive any particular right we have under the Contract on any particular occasion this does not prevent us from exercising that right on another occasion.
If any part of the Contract is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Contract.
You are not entitled to transfer or assign your rights and obligations under the Contract to anyone else without our prior written permission.
If there are any disputes arising out of your use of the Service or relating to the Contract then these will be governed by the laws of Scotland. If either party requires to raise court proceedings in relation to any such dispute then these proceedings must be raised in Scotland.