Last Updated: April 2023
We are Sig Technologies Limited, a private limited company registered in England and Wales (registered number 11686070) with its registered office at 4th Floor Phoenix House, 1 Station Hill, Reading, Berkshire, United Kingdom, RG1 1NB (“SigTech”, “we” or “us”). We operate the website http://dave.sigtech.com/
1. Our contract with you
1.1 These terms of service (Terms) apply to your use of the DaVe online platform and our supply of Services to you. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. You should print a copy of these Terms or save them to your device for future reference.
1.2 You agree to enter into these Terms on your behalf and on behalf of your Organization
2. Eligibility to use the DaVe Platform
2.1 To access the Platform and use the Services you (or your Organization, as applicable) must meet the following requirements and such other requirements as we may notify you from time to time. You must:
(a) register for a DaVe account by: (i) completing the sign up form available at https://dave.sigtech.com/register and provide such information as we require, including your name, your email address and the name of your Organization on whose behalf you are agreeing to these Terms; and (ii) then activate your account by following the prompts set out in the welcome email you receive from us and setting up an account password;
(b) hold an AWS Account which permits either Amazon S3 Bucket Uploads or Manual Uploads or both;
(c) have access to Amazon S3 Bucket(s) to permit Amazon S3 Bucket Uploads; and have accepted the End User Licence Agreement, these Terms, our Privacy Notice and the AWS Pricing Guidelines as set out on our AWS Marketplace webpage.
3. Our Services
3.1 Licence. We grant you a non-exclusive, non-sublicensable and non-transferable limited right to access the Platform and use the Services and the DaVe Materials in accordance with these Terms.
3.2 Business use. The Services are only for business use only.
3.3 Availability. We shall use commercially reasonable endeavours to make the Platform and/or Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window which is usually 6.00 am to 10.00 am UK time on Saturdays; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 1 Normal Business Hours’ notice in advance.
3.4 Fair use. When accessing the Platform and using the Services, you shall comply with our Fair Usage Policy.
3.5 Feedback. We own all rights, titles, and interests in any Feedback provided by Customer and Customer hereby grants to us a non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use such Feedback in any form and incorporate any Feedback into our products and services.
4. Customer Data
4.1 Save in respect of your Personal Data which you provide to us pursuant to clause 1.2, you agree not to provide or upload to the Platform any Personal Data relating to you or any other person.
4.2 Your use of the Platform and/or Services and all Customer Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localisation or data sovereignty laws, regulations, and any other third-party legal requirements applicable to you.
4.3 You or your Organization (as applicable) shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. You consent to our use and our hosting provider’s use of the Customer Data for the purposes of providing the Services.
4.4 You and your Organization indemnify us against any loss or damage we incur as a result of, or in connection with, any third party claim alleging that any of the Customer Data infringes or misappropriates that third party’s intellectual property rights and will promptly pay us the amount of any adverse judgment or settlement together with our reasonable legal fees in relation to such a claim.
4.5 In the event of any loss or damage to Customer Data, your (and your Organization’s) sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).
5. Data use
5.1 We may collect and use Usage Data to develop, improve, support, and operate our products and services.
5.2 We may collect and use Usage Data to develop, improve, support, and operate our products and services.
(a) in accordance with clause 15 (Confidentiality) of these Terms; or
(b) to the extent the Usage Data is aggregated and anonymized such that you cannot be identified.
6.1 Subject to clause 6.2, your access to the Platform and your usage of the Services is provided free of charge.
6.2 You or your Organization may be charged fees by AWS in connection with your use of the Services may result in you (or your Organization) pursuant to the AWS Pricing Guidelines. We shall have no responsibility or liability to you or your Organization in respect of any fees or charges payable by you or your Organization to AWS under the AWS Pricing Guidelines or any other contract or arrangement you or your Organization may have entered into with AWS or any of its Affiliates.
7. Our obligations
7.1 We undertake that the Services will be delivered using reasonable skill and care.
7.2 We reserve the right to update the Platform or the Services at any time or to perform routine maintenance where necessary. We shall use reasonable endeavours to ensure any updates or maintenance are performed outside of Normal Business Hours.
(a) do not warrant that your use of the Platform and/or Services will be uninterrupted or error-free; or
(b) do not warrant that the Services and/or information obtained by you through the Services will meet your requirements; or
(c) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Customer Data and/or Validated Data over communication networks and facilities, including the internet, and you acknowledge that the Platform and/or Services may be subject to limitations, delays and other problems inherent in the use of such communications network and facilities.
8. Customer obligations
8.1 You shall not, and shall not attempt to, do any of the following:
(a) use the Platform and/or Services and/or the DaVe Materials, including any Intellectual Property Rights in or related to any of them, in any manner which is inconsistent with these Terms;
(b) You will not (and will not permit any third party to): (i) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Platform and/or Services to a third party or in a service bureau or outsourcing offering; (ii) use the Platform and/or Services to provide, or incorporate the Platform and/or Services into any general purpose data validation service provided by you, your Organization or any of its Affiliates for the benefit of a third party or otherwise for commercial gain; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to the Platform, except to the extent expressly permitted by applicable law; (iv) remove or obscure any proprietary or other notices contained in the Platform;
(c) use the Platform and/or Services and/or the DaVe Materials in any way that violates, plagiarises or infringes upon the rights of any other person, including Intellectual Property Rights, data protection rights, the right of privacy or the right of publicity, or that would be abusive, profane, obscene, indecent, threatening, defamatory, offensive or otherwise illegal;
(d) use the Platform and/or Services in any way that is not compliant with, or breaches, any applicable laws or regulations;
(e) except as expressly permitted by these Terms, give or grant (or allow others to give or grant) any third party access to or use of the Platform and/or Services and/or the DaVe Materials;
(f) attempt to interfere with the proper working of the Platform and/or Services, including attempting to circumvent security, usage monitoring, download restrictions, licence control or other protection mechanisms, or otherwise disrupt the operation of the Platform and/or Services; or
(g) obscure, remove or interfere with or add to any copyright notice, trade mark, trade name or other proprietary marking on, or visible during, the operation or use of the Platform or the Services.
(h) use the Platform (and any part thereof) to do any of the following:
(i) upload, post, transmit or otherwise make available any viruses, corrupted files, or any other software, Customer Data, data, files or programs that may interrupt, damage, destroy or limit the functionality of the Services (Malware);
(ii) upload, store, transmit or otherwise make available any content, material or data that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, or is in breach of any contractual duty or any obligation of confidence, or that does not comply with applicable laws or regulation, or is otherwise prohibited;
(iii) engage in any fraudulent activity or further any fraudulent purpose; or
(iv) attempt to gain unauthorised access to our systems or networks.
8.2 You shall:
(a) ensure that no Malware is transmitted from any of your computer and communications terminals and systems (including mobile devices) which are used to access the Platform, to the Platform and inform us immediately if you become aware of any such transmission;
(b) be responsible for establishing and maintaining your access to the Platform over a suitable internet connection;
(c) only use the Platform in accordance with the DaVe Materials, any instructions provided by us and otherwise in accordance with these Terms;
(d) notify us immediately upon becoming aware of any breach, or potential breach, of these Terms and;
(e) provide us with all necessary cooperation in relation to this agreement and all necessary access to such information as we may require in order for us to perform our obligations under these Terms.
8.3 You acknowledge and agree that:
(a) the Platform and/or Services has not been developed to meet your individual requirements;
(b) nothing contained in the Validated Data constitutes any form of advice, assurance or guarantee;
(c) we shall not be responsible for any delays, delivery failures, or any other Losses resulting from the transfer of data over communications networks and facilities, including the internet;
(d) we shall have no liability for decisions made by you as a result of using the Platform and/or Services and/or the Validated Data;
(e) any errors or disruptions in or to the Platform shall not constitute a breach of these Terms by us;
(f) you shall be fully responsible and liable for: (i) ensuring that you have all rights and necessary consents to use the Customer Data in connection with the Services; and (ii) the quality and accuracy of the Customer Data; and
8.4 You warrant that you have all requisite power and authority to enter into these Terms on behalf of your Organization.
9. Limitations of Liability
9.1 Except as expressly and specifically provided under these Terms:
(a) you assume sole responsibility for results obtained from your use of the Services and for the conclusions drawn from such use. We shall have no responsibility for any trading transactions you make or any loss or decisions you make based on the Validated Data; and
(b) all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.
9.2 Nothing in these Terms excludes our liability:
(a) for death or personal injury caused by out negligence; or
(b) fraud or fraudulent misrepresentation.
9.3 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of opportunities, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses in each case however arising in these Terms.
Subject to clauses 9.1, 9.2 and 9.3, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to £1,000.
10. Intellectual Property Rights
10.1 You acknowledge that all Intellectual Property Rights in the Platform, Services, the Usage Data and the DaVe Materials shall vest in us and you agree that you shall not have any rights in respect of the Intellectual Property Rights in, or in relation to, the Platform, Services, the Usage Data or the DaVe Materials.
10.2 You (or your licensors) will own the Intellectual Property Rights in the Customer Data and Validated Data and, save as set out in clause 10.3, we acknowledge that we shall neither own, nor have any rights in respect of, the Intellectual Property Rights in, or in relation to, the Customer Data and the Validated Data.
10.3 You grant us a non-exclusive, worldwide, royalty-free, sub-licensable and irrevocable (until you notify us otherwise) licence to use, copy, store, transmit and display the Customer Data and the Validated Data for the purposes of our provision of the Services to you only. For the avoidance of doubt, such Customer Data and Validated Data shall not be made available to our other customers.
10.4 Subject to clauses 10.5 and 10.6, we shall indemnify you against all Losses incurred by you as a result of any claim made against you that your use of the Services in accordance with these Terms infringes the Intellectual Property Rights of a third party (“Infringement Claim”).
10.5 The indemnity granted by us in clause 10.4 shall not apply to the extent that any Infringement Claim arises through, or in connection with, your misuse of the Platform or the Services or the breach of any of these Terms you.
10.6 You shall:
(a) promptly notify us in writing of any Infringement Claim or threat of an Infringement Claim;
(b) not make any admission or settlement in relation to an Infringement Claim without our prior written consent;
(c) provide us with all information and assistance that we may require in relation to an Infringement Claim;
(d) allow us complete control of the conduct of any Infringement Claim; and
(e) do all such acts and execute all such documents as may be required to give full effect to this clause 10.6.
11. Third Party Services and Contents
11.1 The Services may reference a third party’s website, product or services (“Third Party Materials”), for example AWS. When using an AWS Account to access the Services on the Platform, you understand that you are interacting with Third Party Materials. We do not have control over the Third Party Materials, do not warrant or endorse, and are not responsible for the availability or legitimacy of the content, products or services on or accessible from, those Third Party Materials (including any related websites, resources or links displayed therein). You acknowledge sole responsibility for and assume all risk arising from your use of any Third Party Materials.
12. Changes, Suspension and Termination
12.1 Changes. We may change, suspend, or discontinue the Platform or the Services, or any part of them, at any time.
12.2 Suspension and Termination by Us. We may automatically terminate your access to the Platform and the Services without notice if you fail to comply with these Terms. We may terminate these Terms or restrict, suspend, or terminate your use of the Services at any time, including if we determine that your use violates these Terms, is improper, substantially exceeds or differs from normal use by other users, involves fraud or misuse of the Services, harms our interests or infringes our Intellectual Property Rights.
12.3 Cancellation by You. You may cancel your account at any time by signing into your AWS Marketplace console and navigating through the ‘Manage Subscriptions’ widget. We are not liable for any failure with respect to cancelling your subscription to the Platform.
12.4 Dormancy of your account. If you do not log into your DaVe account for 9 consecutive months, your account and all data contained within it (including all Customer Data and Validated Data) may be permanently deleted at our discretion and without further notice.
13. Consequences of Termination
(a) all rights granted to you under these Terms shall cease; and
(b) you shall cease all use of the Services and the DaVe Materials; and
13.2 Termination of our contract with you shall not affect or prejudice any of the parties’ accrued or outstanding rights or obligations at the time of termination; and the provisions of these Terms which expressly, or by their nature, survive termination.
14. Data Protection
14.1 In this clause 14:
(a) “Data Protection Legislation” shall mean the Data Protection Act 2018, GDPR and the UK GDPR (as applicable) and any other applicable laws relating to the protection of personal data and the privacy of individuals (all as amended, updated or re-enacted from time to time);
(b) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
(c) “Personal Data”, “Controller”, “Processor”, “Data Subject” and “Processing” shall have the same meaning as in the Data Protection Legislation; and
(d) “UK GDPR” means the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).
14.2 The parties acknowledge that we are a Processor acting on your behalf and that, for the purposes of these Terms:
(a) the types of Personal Data are: names, contact details and other personal information, and the categories of Data Subjects are: your staff and any other individuals identified in documents uploaded by you; and
(b) the nature/purpose of the Processing is to enable us to carry out the Services (which form the subject matter of the Processing), or to provide analytics services as requested by you, and the duration of the Processing shall be the term of these Terms.
14.3 We will also act as Controller in respect of our use of Personal Data relating to you.
14.4 We shall comply with our obligations under the Data Protection Legislation in respect of the Personal Data and shall, where we are acting as your Processor:
(a) process the Personal Data only to the extent, and in such manner, as is necessary for the purpose of providing the Services and in accordance with your written instructions and this clause 14.
(b) implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing;
(c) ensure that any employees or other persons authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;
(d) on your request and taking into account the nature of the Processing and the information available to us, assist you in ensuring compliance with our obligations under Articles 32 to 36 of the General Data Protection Regulation (EU) 2016/679 (where applicable) in respect of the Personal Data;
(e) procure by way of a written contract that any subprocessors we appoint to carry out our processing obligations under these Terms will, at all times during the engagement, be subject to data processing obligations equivalent to those set out in this clause 14.
(f) notify you, as soon as reasonably practicable, about any request or complaint received from a Data Subject (without responding to that request, unless authorised to do so by you) and assist you by technical and organisational measures, insofar as possible, for the fulfilment of your obligations in respect of such requests and complaints;
(g) notify you without undue delay on becoming aware of a Personal Data breach; and
(h) on your request, make available all information necessary to demonstrate our compliance with this clause 14.
15.1 Neither party shall disclose the other party’s Confidential Information to a third party, except that each party may disclose the other’s Confidential Information:
(a) to its employees, officers, representatives, service providers, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms, provided always that such recipients shall be made aware of the confidential nature of the Confidential Information they receive and shall agree to reasonable confidentiality undertakings to protect such Confidential Information; or
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;
15.2 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms and you will on our written request or on termination of these Terms:
(a) cease to use our Confidential Information; and
(b) as soon as reasonably practicable return to us or securely destroy (or in respect of information held electronically permanently delete (to the extent technically feasible) all of our Confidential Information in your possession.
15.3 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitutes our Confidential Information.
15.4 We acknowledge that the Customer Data is your Confidential Information.
15.5 The above provisions of this clause 15 shall survive termination of these Terms, however arising.
16.1 Waiver. No failure or delay by either party to exercise or enforce any right or remedy under these Terms shall constitute a waiver, or prejudice or restrict that party’s further right to exercise that, or any other, right or remedy.
16.2 Severability. If any provision of these Terms is held to be invalid or unenforceable (in whole or in part) by any law, rule, order or regulation of any government or by the final determination of any court of competent jurisdiction, such invalidity or unenforceability shall not affect the other part of that provision or the other provisions of these Terms which shall remain in full force and effect.
16.3 Revision of terms. We reserve the right to revise these Terms at any time. You are advised to check the website periodically for notices concerning such revisions. Your continued use of the Services shall be deemed to constitute acceptance of any revised terms.
16.4 Governing law and jurisdiction. These Terms (including any relevant non-contractual obligations) shall be governed by and construed in accordance with the laws of England and Wales and each party irrevocably agrees that all proceedings arising out of or in connection with these Terms (including any non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Affiliates means any entity that is directly or indirectly controlling, controlled by or under common control with the relevant entity (as the context requires). Control shall have the meaning set out in section 1124 of the Corporation Tax Act 2010.
Amazon S3 Bucket means a public cloud storage resource available in Amazon Web Services in order to store the Customer Data.
Amazon S3 Bucket Upload means Customer Data deposited in an Amazon S3 Bucket and subsequently uploaded to the Platform.
Amazon Web Services or AWS means Amazon Web Services, Inc with its company registered address P.O. Box 81226, Seattle, Washington, 98108-1226.
AWS Account means an account that you or your Organization holds with Amazon Web Services which includes your right to access Amazon S3 Buckets.
AWS Marketplace means an online software store whereby the Platform is made available to users.
AWS Pricing Guidelines means the fee guidelines available on the following link: https://aws.amazon.com/marketplace/saas/ordering?productId=5cb55669-9d40-43c8-896e-a5b99368b927&offerId=5hl66zbte0lggcpicr7wcpyxz, as may be updated or amended by AWS from time to time.
Business Day means a day other than a Saturday, Sunday or public holiday, on which banks are open for business in the United Kingdom.
Confidential Information means any information of a confidential nature (regardless of whether or not such information is recorded in any physical, electronic or other media) concerning either you or us which is confidential, commercially sensitive and not in the public domain (whether or not marked confidential).
CSV means a plain text format in which values are separated by commas.
Customer Data means any data, including financial and/or transactional data or data files, uploaded to the Platform by you or on your behalf for the purpose of using the Services.
DaVe Materials means the manuals or usage guides on how to use the Services and/or Platform as made available by us to you from time to time on the Platform.
End User Licence Agreement means https://s3.amazonaws.com/aws-mp-standard-contracts/Standard-Contact-for-AWS-Marketplace-2022-07-14.pdf
Fair Usage Policy means Schedule 1 of these Terms.
Feedback means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by you relating to the Platform or the Services or any other products and/or services we may offer to you.
Intellectual Property Rights means patents, trade marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights, know-how, processes, names of customers, suppliers and third parties, and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.
Infringement Claim means clause 10.4.
Losses means all losses, liabilities, damages, costs, expenses (including reasonable legal fees) and charges of every description arising from or in connection with these Terms.
Manual Upload means Customer Data uploaded via CSV or parquet data files, not exceeding 10GB across all your projects, to the Platform.
Normal Business Hours means 8.00 am to 5.00 pm local UK time on Business Days.
Organization means the company, partnership corporation or other body corporate, wherever and however incorporated or established, on whose behalf you enter into these Terms.
Personal Data means the definition given to it in clause 14.1.
Platform means the software developed by us and/or our Affiliates (including its source code) and made available to you online at http://dave.sigtech.com/.
Privacy Notice means our privacy notice as published online at https://www.sigtech.com/legal/privacy-notice, and as may be updated or amended from time to time.
Services means the products and services made available on the Platform from time to time (including all upgrades and modifications thereto) which includes products and services that assess the accuracy and quality of the Customer Data and production and Validated Data.
Usage Data means data collected by us relating to use of the Platform and/or Services.
Validated Data means the data outputs derived from applying the Services to the Customer Data.
Schedule 1: Fair Usage Policy
SigTech implements a fair usage policy to ensure that all of our users can have the best experience when using the SigTech services and products.
We expect that the majority of our users will not be impacted by this Fair Usage Policy. However, when using the SigTech services:
You must not use our platforms or services fraudulently, in connection with a criminal offence, in breach of any law or statutory duty, to send, upload, download, use or reuse any material, which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance (including to our staff) or a hoax in breach of anyone’s rights or privacy or is otherwise unlawful.
The examples above are not an exhaustive list of how you could be breaching our Fair Usage Policy. There may be other activities which we reasonably believe to be outside the legitimate use which may also be subject to the terms in this Fair Usage Policy.
In addition, if the volume of data you submit to one of our Platforms is excessive, or the size of the data is disproportionately large, this can adversely affect our ability to provide services efficiently and effectively to our other users. This type of behaviour may be in breach of this Fair Usage Policy.
If in SigTech’s reasonable opinion, you are abusing the service in a way which exceeds fair usage, we may ask you to moderate your behaviour. We may in extreme or persistent cases, suspend or even terminate your access to SigTech’s services.