VALYOU TERMS AND CONDITIONS OF USE

PLEASE READ THESE TERMS CAREFULLY

BY CLICKING ON THE "ACCEPT" BUTTON YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.

IF YOU DO NOT AGREE TO THESE TERMS, CLICK ON THE "REJECT" BUTTON BUT YOU WILL NOT BE ALLOWED TO ACCESS THE APPS OR THE SERVICES.

You must read, agree to, and accept all of the terms and conditions contained in this agreement (the “Terms” or this “Agreement”) in order to receive services from VALYOU whether, (1) via our website located at www.val-YOU.com or any affiliated websites including mobile websites (the “Websites”), and/or (2) mobile applications (including without limitation the “VALYOU” mobile software application as updated from time to time) (the “Mobile Apps”), owned and operated by us, our predecessors or successors in interest, or our Affiliates (the Websites and Mobile Apps to be collectively referred to as the “App(s)”). All services, applications and products that are accessible via the Apps and all VALYOU mobile applications that link to or reference these Terms (altogether the “Services”) whether provided by us or our Affiliates are subject to these Terms. Capitalized terms are defined throughout these Terms and in the Definitions and Interpretations clause below.

You understand that by using the Apps or Services you agree to be bound by these Terms. If you do not accept these Terms in their entirety, you must not access or use the App or the Services. If you agree to these Terms on behalf of an entity, or in connection with providing or receiving services on behalf of an entity or agency, you represent and warrant that you have the authority to bind that entity or agency to these Terms. In that event, “you” and “your” will refer and apply to that entity or agency (howsoever structured).

Who we are and what this Agreement does

We val-YOU Ltd, registered in England & Wales under company number 15320491 of 59 Wimpole Street, London, England, W1G 8AF license you to use:

• The Apps, currently the VALYOU version 1 mobile application software and any updates or supplements to it.
• The Services,

as permitted in these Terms.

In accessing the Apps you will need to create an account (“Account”). By registering for an Account, you consent to electronically receive and access, via email or the App, all records and notices provided to you under these Terms (or as generated under the Services) that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the Royal Mail Postal Service and other third-party mail services using the address under which your Account is registered.

How you use the App and our liability to you

Limitations to the App and the Services. The App and the Services are provided for general information purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the App and/or the Service. Although we make reasonable efforts to update the information provided by the App and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date or that it is fit for purpose of use.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

We are not liable for business losses. The App is purely for reference and information purposes only and should not be relied upon. We will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

Check that the App and the Services are suitable for you. The App and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the App and the Services meet your requirements.

We are not responsible for events outside our control. If our provision of the Services or support for the App or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.

How you may use the App

In return for your agreeing to comply with these Terms you may:

• download or stream a copy of the App and view, use and display the App and the Service on such devices for your personal purposes; and
• receive and use any free supplementary software code or update of the App incorporating "patches" and corrections of errors as we may provide to you.

You must be 18 or over to accept these Terms and use/buy the App.

You may not transfer the App to someone else.

We are giving you personally the right to use the App and the Service as set out above. You may not otherwise transfer the App or the Service to someone else, whether for money, for anything else or for free. If you sell any device on which the App is installed, you must remove the App from it.

Changes to these Terms

We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce.

We will give you at least 14 days’ notice of any change by sending you an SMS with details of the change or notifying you of a change when you next start the App.

If you do not accept the notified changes you will not be permitted to continue to use the App and the Service.

Update to the App and changes to the Service

From time to time we may automatically update the App and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues (“Updates”). Alternatively we may ask you to update the App for these reasons.

If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services.

Updates may also modify or delete in their entirety certain features and functionality previously available via or through any parts of the Site. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to these Terms, unless otherwise provided in terms associated with such Update. We reserve the right, at any time, to modify, suspend, or discontinue any applicable App and/or Services or any part thereof without notice. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuance of any App and/or Services or any part thereof.

We are not responsible for other websites you link to

The App or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

Licence restrictions

You agree that you will:

• not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from us;
• not copy the App, or Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
• not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these Terms;
• not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
  • is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
  • is not used to create any software that is substantially similar in its expression to the App;
  • is kept secure; and
  • is used only for the Permitted Objective;
  • comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.

Acceptable use restrictions

You must:

• not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any Service or any operating system;
• not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including by the submission of any material (to the extent that such use is not licensed by these Terms);
• not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
• not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
• not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

Intellectual property rights

All intellectual property rights in the App, the Documentation and the Services and/or any content that may be generated via the Apps throughout the world belong to us (or our licensors) and the rights in the App and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the App, or the Services other than the right to use them in accordance with these Terms.

Your privacy

Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them.

Where you are accessing the App via an separate app store (“App Store”), please be aware that the relevant app store's terms shall also apply and you will need to review and agree those terms too. Please note that the App is not intended for children and we do not knowingly collect data relating to children. Please read the following carefully to understand our practices regarding your personal data and how we will treat it.

The ways in which you can use the App may also be controlled by the App Store’s rules and policies.

The following definitions shall apply and shall have the corresponding meaning next to them:

Affiliate
means any entity that, directly or indirectly, through one or more intermediaries or shareholders, controls, is controlled by, or is under common control with val-YOU Ltd;

The Apps may, from time to time, contain links to and from the websites of our partner networks, advertisers and Affiliates. Please note that these websites and any services that may be accessible through them have their own terms and privacy policies and that we do not accept any responsibility or liability for these policies or for any personal data that may be collected through these websites or services, such as contact and location data. Please check these policies before you submit any personal data to these websites or use these services.

We may collect, use, store and transfer different kinds of personal data about you as follows (such defining categorise will be referred to later within these Terms):

• Identity Data: first name, last name, maiden name, username or similar identifier, marital status, title, date of birth, gender.
• Contact Data: billing address, delivery address, email address and telephone numbers.
• Financial Data: bank account and payment card details.
• Transaction Data: includes (but is not limited to) details about payments to and from you and details of in-App purchases.
• Device Data: includes (but is not limited to) the type of mobile device you use, a unique device identifier (for example, your Device's IMEI number, the MAC address of the Device's wireless network interface, or the mobile phone number used by the Device), mobile network information, your mobile operating system, the type of mobile browser you use.
• Content Data: includes (but is not limited to) information stored on your Device, including login information, replies to questions and digital content, check-ins, and results from the Services.
• Profile Data: includes (but is not limited to) your username and password, in-App purchase history, your interests, preferences, feedback and survey responses.
• Usage Data: includes (but is not limited to) details of your use of any of our Apps or your visits to any of the Apps including, but not limited to, traffic data and other communication data, whether this is required for our own billing purposes or otherwise and the resources that you access.
• Marketing and Communications Data: includes (but is not limited to) your preferences in receiving marketing from us and our third parties and your communication preferences.
• Location Data: includes your current location disclosed by GPS technology or via your IP address.

We also collect, use and share “Aggregated Data” such as statistical or demographic data for any purpose. Aggregated Data could be derived from your personal data but is not considered personal data in law as this data will not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific App feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy policy.

How is your personal data collected?

We will collect and process the following data about you:

• Information you give us. This is information (including Identity, Contact, Financial, and Marketing and Communications Data) you consent to giving us about you by filling in forms on the Apps, or by corresponding with us (for example, by email or chat). It includes information you provide when you register to use the Apps, download or register an App, subscribe to any of our Services, search for an App or Service, make an in-App purchase, share data via an App's social media functions, enter a competition, promotion or survey, and when you report a problem with an App, our Services.
• Information we collect about you and your device. Each time you visit one of Apps or use one of our Apps we will automatically collect personal data including Device, Content and Usage Data. We collect this data using cookies and other similar technologies.
• Location Data. We also use GPS technology to determine your current location. Some of our location-enabled Services require your personal data for the feature to work. If you wish to use the particular feature, you will be asked to consent to your data being used for this purpose.
• Information we receive from other sources including third parties and publicly available sources. We will receive personal data about you from various third parties and public sources as set out below:
  • Device Data from the following parties:
    analytics providers such as Google based outside the UK;
    advertising networks; and
    search information providers.
  • Contact, Financial and Transaction Data from providers of technical, payment and delivery services where any purchases are made;
  • Identity and Contact Data from data brokers or aggregators; and
  • Identity and Contact Data from publicly available sources such as Companies House and the electoral register based inside the UK.
• Unique application numbers. When you want to install or uninstall a Service containing a unique application number or when such a Service searches for automatic updates, that number and information about your installation, for example, the type of operating system, may be sent to us.

Cookie Policy

Force24 Cookies & Tracking

Our organisation utilises Force24’s marketing automation platform.

Force24 cookies are first party cookies and are enabled at the point of cookie acceptance on this website. The cookies are named below:

• F24_autoID
• F24_personID

They allow us to understand our audience engagement thus allowing better optimisation of marketing activity.

f24_autoId – This is a temporary identifier on a local machine or phone browser that helps us track anonymous information to be later married up with f24_personid. If this is left anonymous it will be deleted after 6 months . Non-essential, first party, 10 years, persistent.

f24_personId – This is an ID generated per individual contact in the Force24 system to be able to track behaviour and form submissions into the Force24 system from outside sources per user. This is used for personalisation and ability to segment decisions for further communications. Non-essential, first party, 10 years, persistent.

The information stored by Force24 cookies remains anonymous until:

• Our website is visited via clicking from an email or SMS message, sent via the Force24 platform and cookies are accepted on the website.
• A user of the website completes a form containing email address from either our website or our Force24 landing pages.

The Force24 cookies will remain on a device for 10 years unless they are deleted.

We also use similar technologies including tracking pixels and link tracking to monitor your viewing activities

All emails have a tracking pixel ( a tiny invisible image ) with a query string in the URL. Within the URL we have user details to identify who opened an email for statistical purposes.

All links within emails and SMS messages sent from the Force24 platform contain a unique tracking reference, this reference help us identify who clicked an email for statistical purposes.

Cookies

We use cookies and/or other tracking technologies to distinguish you from other users of the Apps, the distribution platform (Appstore) and to remember your preferences. This helps us to provide you with a good experience when you use the App or browse any of Apps and also allows us to improve the App and Services.

How we use your personal data

We will only use your personal data when the law allows us to do so. Most commonly we will use your personal data in the following circumstances:

• Where you have consented before the processing.
• Where we need to perform a contract we are about to enter or have entered with you.
• Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
• Where we need to comply with a legal or regulatory obligation.

We will send you direct marketing communications by email or text and will share your data with third party providers (as detailed below) for marketing purposes. You have the right to withdraw that consent at any time by contacting us.

Purposes for which we will use your personal data

Disclosures of your personal data

When you consent to providing us with your personal data, we will also ask you for your consent to share your personal data with the third parties set out below for the purposes set out in the table:

• Internal Third Parties - Other companies in the val-YOU Ltd’s group of companies and/or Affiliates acting as joint controllers or processors and who are based in the UK or external services providers who support val-YOU Ltd with IT and system administration services.
• External Third Parties – These include:
  • Service providers to val-YOU Ltd acting as processors who provide IT and system administration services.
  • Professional advisers acting as processors or joint controllers including lawyers, bankers, private equity investors, venture capitalists, non-executive directors or professional services groups or peer mentoring providers.
• Others - Third parties to whom we may choose to sell, transfer or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy policy.

International transfers

We ensure your personal data is protected by requiring all our group companies to follow the same rules when processing your personal data. These rules are called "binding corporate rules" and follow these Terms.

Many of our external third parties are based outside the UK so their processing of your personal data will involve a transfer of data outside the UK.

Whenever we transfer your personal data out of the UK, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:

• We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data.
• Where we use certain service providers, we may use specific contracts approved by the UK which give personal data the same protection it has in the UK.

Please contact us if you want further information on the specific mechanism used by us when transferring your personal data out of the UK.

Data security

Where you create an Account and we have given you (or where you have chosen) a password that enables you to access certain parts of Apps, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

Once we have received your information, we will use strict procedures and security features to try to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way.

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator when we are legally required to do so.

Data retention

By law we have to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they cease being customers for tax purposes.

In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.

In the event that you do not use the App for a period of 12 calendar months then we will treat the account as expired and your personal data may be deleted.

You have the right to:

• Request access to your personal data (commonly known as a "data subject access request"). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
• Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
• Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
• Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
• Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios:

  if you want us to establish the data's accuracy;

  where our use of the data is unlawful but you do not want us to erase it;

  where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or

  you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.

• Request the transfer of your personal data to you or to a third party. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
• Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

Support. If you want to learn more about the App or the Service or have any problems using them please take a look at our support resources at www.val-you.com.

How we will communicate with you. If we have to contact you we will do so by email, by SMS, or via the postal system, using the contact details you have provided to us.

We may end your rights to use the App and the Services if you break these Terms

We may end your rights to use the App and Services at any time by contacting you if you have broken these Terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

If we end your rights to use the App and Services:

• You must stop all activities authorised by these Terms, including your use of the App and any Services.
• You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.
• We may remotely access your devices and remove the App from them and cease providing you with access to the Services and we may terminate your Account and remove all information linked to the Account and if your Account is closed for any reason, you will no longer have access to data, messages, files, and other information contained within the Account.

Liability

Disclaimer of Warranties

OUR SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE APP AND/OR THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

YOU ACCEPT AND AGREE THAT ANY USE OF INFORMATION OR OUTPUTS FROM THE APP OR SERVICES IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

Limitation of Liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR £50 (FIFTY POUNDS). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

We may transfer this Agreement to someone else

We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing (whether by email, SMS or via postal mail) if this happens and we will ensure that the transfer will not affect your rights under the contract.

You need our consent to transfer your rights to someone else

You may only transfer your rights or your obligations under these Terms to another person if we agree, in advance, in writing.

No rights for third parties

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Notices

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices provided to you under the agreement constituted by these Terms that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the Royal Mail Postal Service and other third-party mail services using the address under which your Account is registered

If a court finds part of this contract illegal, the rest will continue in force

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them (or any part of them) are unlawful, the remaining provisions and paragraphs will remain in full force and effect.

Even if we delay in enforcing this contract, we can still enforce it later

Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Which laws apply to this Agreement and where you may bring legal proceedings

These Terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.