AiVII Platform Terms of Use

Effective from: 23rd June 2025

These Terms of Use (“Terms”) govern access to and use of the AiVII Platform provided by EdvanceIQ Limited (Company Number: 16285989) registered in England and Wales at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ (“we”, “us”, “our”).

By subscribing to or using the AiVII Platform, you (“Client”, “you”, “your”) agree to be bound by these Terms, together with our Data Processing Agreement, Service Level Agreement, and any associated Order Form.

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1. Definitions

In this Agreement, the following terms shall have the following meanings:

• "Agreement" means this Platform Access Agreement including all schedules, annexes and referenced documents (such as the Data Processing Agreement and Order Form).
• "AiVII Platform" or "Platform" means the software-as-a-service (SaaS) web-based platform developed, owned and operated by EdvanceIQ Limited, accessible via https://aivii.co.uk and associated subdomains, including all related functionality, code, design, documentation, updates, and any accompanying materials.
• "Authorised Users" means individuals who are authorised by the Client to access and use the Platform under the terms of this Agreement, and who have been supplied with unique user identifications and passwords by the Client or Supplier.
• "Business Day" means any day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
• "Client Data" means all data, content, and information uploaded to or input into the Platform by the Client or its Authorised Users, including learner records, user accounts, documents, assessments, financial data, and related metadata.
• "Commencement Date" means the date this Agreement is signed by both parties or the date access is first granted to the Platform, whichever is earlier.
• "Confidential Information" means any information, whether oral or written, that is proprietary or confidential and is either clearly labelled as such or would reasonably be considered confidential under the circumstances.
• "Customisation" means any changes, modifications, additions or enhancements made to the Platform specifically for the Client that fall outside of standard configuration options.
• "Data Controller", "Data Processor", "Personal Data", "Data Subject", and "Processing" shall have the meanings given in the UK GDPR and Data Protection Act 2018.
• "Data Protection Laws" means all applicable legislation and regulations relating to the protection of Personal Data, including the UK GDPR, the Data Protection Act 2018, and where applicable, any other data protection laws relevant to the Client's jurisdiction.
• "Documentation" means the current user manuals, technical documentation, onboarding guides, and instructional materials relating to the use of the Platform made available by the Supplier.
• "Implementation Fee" means the one-off fee payable by the Client to the Supplier for onboarding, configuration, and deployment of the Platform as outlined in the Order Form.
• "Intellectual Property Rights" means all current and future rights in intellectual property, including copyright, design rights, database rights, trade marks, patents, and trade secrets, whether registered or not.
• "Order Form" means the commercial summary agreed between the parties detailing the Client's subdomain, number of users, fees, Subscription Term, and any additional services purchased.
• "Service Levels" means the availability, performance, and support commitments described in Clause 5 and Service Level Agreement of this Agreement.
• "Services" means the provision of access to and use of the Platform by the Supplier, including onboarding, support, hosting, and (if applicable) any additional consulting or training services specified in the Order Form.
• "Subscription Fee" means the recurring fee charged for access to the Platform, as detailed in the Order Form.
• "Subscription Term" means the initial 24-month term commencing on the Start Date, and any subsequent renewal periods unless terminated earlier in accordance with this Agreement.
• "Subdomain" means the dedicated client-specific URL endpoint (e.g. clientname.aivii.co.uk) used to access the Platform instance reserved for the Client.
• "Support Hours" means 09:00–17:00 UK time on Business Days.
• "Supplier Infrastructure" means the cloud-based hosting environment and systems used by the Supplier to deliver the Platform, including Azure and Render-managed environments.

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2. Access and Use

2.1 Subject to the terms and conditions of this Agreement, the Supplier grants the Client a non-exclusive, non-transferable, revocable right to permit Authorised Users to access and use the Platform solely for internal business operations relating to training delivery, quality assurance, learner support, and performance reporting during the Subscription Term.

2.2 Access is limited to the number of Authorised Users and learners (both live and completed) specified in the Order Form. Any expansion of access, including increased user numbers, learner volumes, or package changes, must be agreed in writing and may incur additional Subscription Fees.

2.3 The Client shall: a) ensure each Authorised User complies with this Agreement and uses the Platform only as permitted; b) maintain accurate records of active Authorised Users and promptly inform the Supplier of any changes; c) remain fully liable for any breach of this Agreement by an Authorised User, whether authorised or unauthorised.

2.4 The Client shall not (and shall procure that its Authorised Users shall not): a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute any portion of the Platform in any form or media or by any means; b) use the Platform to provide services to third parties or for commercial resale, sublicensing, or distribution unless expressly permitted by the Supplier; c) attempt to gain unauthorised access to the Platform or interfere with its integrity, performance or security; d) use the Platform for any unlawful, harmful, or fraudulent purpose or in any manner that infringes any Intellectual Property Rights or legal rights of any third party.

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3. Data Separation and Security

3.1 The Platform operates on a multi-tenant architecture with each Client provided with a separate database instance, ensuring strict physical and logical separation of data. No Client shall have visibility or access to another Client’s data.

3.2 The Supplier shall implement and maintain appropriate industry-standard technical and organisational measures to protect Client Data, including but not limited to encryption at rest and in transit, firewalls, routine penetration testing, and regular security audits.

3.3 Access to the Platform is secured via HTTPS/TLS protocols. Role-based access control and multi-factor authentication are enforced to limit access to only those with appropriate authorisation.

3.4 The Client shall implement its own internal access controls and policies to safeguard login credentials and shall notify the Supplier immediately if it becomes aware of any suspected or actual unauthorised access, loss of data, or security breach.

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4. Data Ownership and Protection

4.1 The Client retains full ownership and control of all Client Data. Nothing in this Agreement grants the Supplier any rights to use the Client Data other than to provide the Services in accordance with this Agreement.

4.2 The Supplier acts as a data processor and the Client acts as the data controller in accordance with applicable Data Protection Laws.

4.3 The Supplier shall: a) process Client Data solely in accordance with the Client’s documented lawful instructions; b) ensure that all personnel authorised to process Client Data are subject to confidentiality obligations; c) implement and maintain industry-standard technical and organisational measures to safeguard Client Data; d) assist the Client in meeting its legal obligations in relation to data subject rights, data breaches, and data protection impact assessments; e) notify the Client without undue delay upon becoming aware of a personal data breach affecting Client Data.

4.4 A Data Processing Agreement shall be signed and forms an integral part of this Agreement.

4.5 The Client is responsible for ensuring the security and lawful handling of any personal data it uploads or transmits via manual or unsecured methods (e.g. email or removable media). The Supplier accepts no liability for data breaches or loss of data arising from such transmissions.

 4.6 The Supplier may use anonymised and aggregated data, derived from Client usage of the Platform, to generate sector-level insights, benchmarking, and service improvement analytics. Such data shall not identify the Client or any individual and shall not be used for marketing, sale, or contact of any data subjects. 

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5. Support and Service Levels

5.1 The Supplier shall provide technical support to the Client during Support Hours as defined in the Agreement. Support shall be delivered through channels available based on the Client’s selected service tier (as detailed in our Service Level Agreement).

5.2 The Supplier will use commercially reasonable efforts to ensure Platform availability of 99.5% uptime per calendar month, excluding scheduled maintenance, emergency interventions, and outages beyond the Supplier’s control.

5.3 The Supplier shall assign support tickets a severity level and respond in accordance with the applicable response times defined in Service Level Agreement. The Supplier will provide regular updates until resolution and will use all reasonable efforts to resolve issues efficiently.

5.4 The Supplier will notify the Client of planned maintenance at least 24 hours in advance, scheduling it outside of Support Hours where practicable. Emergency maintenance may be conducted without prior notice if required for security, performance or system integrity. with a minimum of 24 hours' notice and will be scheduled outside of standard Support Hours where reasonably practicable. Emergency maintenance may be conducted without notice where required for security or service continuity.

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6. Fees and Payment

Note: Downgrades of plans or user numbers are not permitted during the Subscription Term. Upgrade terms and associated fee adjustments are addressed in Clause 6.6.

6.1 The Client shall pay the Implementation Fee and Subscription Fee as detailed in the Order Form. Implementation of the Platform will not commence until the Implementation Fee has been received in full by the Supplier.

6.2 Subscription Fees may be paid monthly in advance or annually in advance at the Client’s election, as specified in the Order Form. Clients who opt to pay annually in advance shall receive access to the Platform for twelve (12) months at a discounted rate equivalent to ten (10) months of standard monthly fees. Monthly payments must be received on or before the first calendar day of each month to avoid service interruption. If paid monthly, the Subscription Fee must be received on or before the first calendar day of each month to avoid service interruption.

6.3 Invoices shall be paid within 30 days of the invoice date. Failure to pay may result in the application of statutory interest for late payments, calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, currently set at 8% above the Bank of England base rate. Access to the Platform will be suspended if payment is more than seven (7) days overdue.

6.4 All fees are exclusive of VAT or other applicable taxes.

6.5 The Supplier may adjust Subscription Fees on renewal with at least 60 days' written notice, subject to the maximum increase limit set in Clause 9.2.

6.6 If the Client upgrades its plan or increases the number of Authorised Users during the Subscription Term, the corresponding increase in Subscription Fee shall be pro-rated for the remainder of the current Subscription Term and payable upon invoice. Any such changes shall be reflected in an updated Order Form.

6.7 The Supplier reserves the right to increase Subscription Fees annually by up to twelve percent (12%) or in line with the UK Consumer Price Index (CPI), whichever is greater. Any such increase shall take effect at the start of the next Subscription Term and shall be notified to the Client at least sixty (60) days in advance.

6.8 Where the Client or any third-party system provider (including but not limited to the Client’s LMS provider) supplying data to AiVII causes an interruption or break in the data connection:

1. If the data connection is restored independently without requiring any intervention by the Supplier, there shall be no additional charge. However, no refunds or credits will be due for any missed data uploads or lack of access to data during the interruption period.
2. If the Supplier’s involvement is required solely to restore the data connection, a reconnection fee of £5,000 + VAT shall be payable by the Client.
3. If the Supplier’s involvement is required and it involves reconfiguration of data mappings, formats, or platform settings to restore the Platform to full functionality, the Client shall be liable for the current list price implementation fee applicable to their subscription tier.

 d) If the Client also has custom dashboards, metrics, or visualisations that require reconfiguration, these will be charged separately at the Supplier’s prevailing list prices in addition to the applicable implementation fee. 

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7. Intellectual Property

7.1 All Intellectual Property Rights in and to the Platform, including its underlying software, architecture, code, algorithms, databases, visual interfaces, design, and all enhancements, updates or modifications thereto, are and shall remain the exclusive property of the Supplier or its licensors.

7.2 Nothing in this Agreement shall operate to assign, transfer or grant any rights in the Supplier's Intellectual Property Rights to the Client, other than the limited licence expressly set out in Clause 2.

7.3 The Client shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of the Platform, except to the extent that such restriction is expressly prohibited by applicable law.

7.4 The Client grants the Supplier a non-exclusive, royalty-free licence for the duration of this Agreement to use the Client’s name, logo and branding solely for the purpose of providing the Services, supporting the Client, and demonstrating platform functionality to Authorised Users.

7.5 The Supplier retains the right to use any anonymised, aggregated data generated through use of the Platform for internal business analysis, performance monitoring, and service improvement purposes, provided such data cannot be used to identify the Client or any individual. to use Client branding and logos for the sole purpose of providing the Services.

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8. Confidentiality

8.1 Each party shall maintain the confidentiality of all Confidential Information disclosed to it by the other party and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party.

8.2 The receiving party shall: a) only use the Confidential Information to exercise its rights and fulfil its obligations under this Agreement; b) take reasonable precautions to protect the confidentiality of the Confidential Information, including at least the same level of protection it uses for its own confidential information; c) ensure its employees, agents, and contractors are subject to written obligations of confidentiality no less strict than those set out in this Agreement.

8.3 The obligations in this clause shall not apply to information which: a) was lawfully in the receiving party’s possession before receipt from the disclosing party; b) is or becomes publicly available other than by a breach of this Agreement; c) is lawfully received from a third party without restriction on disclosure; or d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

8.4 This clause shall survive termination of the Agreement for a period of five (5) years. Where Confidential Information constitutes a trade secret under applicable law, the obligations shall continue for so long as the information remains a trade secret.

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9. Term and Termination

9.1 This Agreement shall commence on the Commencement Date and continue for an initial term of twenty-four (24) months ("Initial Term").

9.2 Following the Initial Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a "Renewal Term"), unless either party provides at least sixty (60) days' written notice prior to the end of the then-current term. The Supplier reserves the right to increase the Subscription Fee per Renewal Term. Any such fee change shall be communicated to the Client at least sixty (60) days before the start of the next Renewal Term. 

9.3 Either party may terminate this Agreement with immediate effect by written notice if the other party materially breaches the Agreement and fails to remedy such breach within thirty (30) days of receiving written notice.

9.4 The Supplier may terminate this Agreement immediately if the Client becomes insolvent or ceases trading. 

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10. Effects of Termination

10.1 Upon termination of this Agreement: a) all rights to access and use the Platform shall immediately cease; b) the Client shall pay all outstanding fees up to the date of termination; c) the Supplier will provide the Client with a data export upon request within thirty (30) days.

10.2 The Supplier shall permanently delete all Client Data sixty (60) days after termination unless legally required to retain it.

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11. Liability and Indemnity

11.1 Neither party shall be liable to the other for any indirect, incidental, special, or consequential loss or damage.

11.2 The Supplier's total aggregate liability under this Agreement shall not exceed the total Subscription Fees paid by the Client in the preceding twelve (12) months.

11.3 The Client agrees to indemnify the Supplier against any claims, damages, or liabilities arising from: a) misuse of the Platform; b) Client Data infringing the rights of any third party; or c) any breach of Data Protection Laws by the Client.

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12. General

12.0 Non-Solicitation: During the term of this Agreement and for a period of twelve (12) months following its termination or expiry, neither party shall, without the prior written consent of the other party, directly or indirectly solicit or offer employment to any employee or contractor of the other party who has been directly involved in the provision or receipt of the Services. This clause shall not restrict generalised advertising or recruitment campaigns not specifically targeted at such employees. If a party breaches this clause and employs or engages such an individual, the breaching party shall pay the other party a penalty fee of twenty thousand pounds (£20,000) as liquidated damages, representing a reasonable pre-estimate of the loss incurred.

12.1 Entire Agreement: This Agreement and its schedules constitute the entire agreement between the parties.

12.2 Force Majeure: Neither party shall be liable for delay or failure to perform due to events outside its reasonable control.

12.3 Assignment: The Client may not assign any rights or obligations under this Agreement without prior written consent.

12.4 Third-Party Rights: No person other than a party to this Agreement shall have any rights under it.

12.5 Governing Law: This Agreement shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

This outlines the service level commitments provided by the Supplier in connection with the AiVII Platform. Support levels vary based on the selected subscription package (Core, Clarity, Intelligence).

1. Platform Availability
   1.1 The Supplier shall use reasonable endeavours to ensure that the Platform is available 99.5% of the time each calendar month, excluding:

• Planned maintenance;
• Emergency maintenance;
• Downtime caused by force majeure or third-party failures;
• Downtime initiated by the Client (e.g., at their request or due to misuse).

2. Support Commitment
   2.1 The Supplier will provide support during Support Hours as defined in the Agreement. Support tickets may be raised via the designated helpdesk system or email.

2.2 Support services and response times vary based on the selected package:

• Core: Support available via email and service portal only.
  • Priority 1 (Critical): Response within 1 Business Day
  • Priority 2 (High): Response within 2 Business Days
  • Priority 3 (Medium): Response within 3 Business Days
  • Priority 4 (Low): Response within 5 Business Days
• Clarity: Support available via phone, email, and service portal.
  • Priority 1 (Critical): Response within 4 Business Hours
  • Priority 2 (High): Response within 1 Business Day
  • Priority 3 (Medium): Response within 2 Business Days
  • Priority 4 (Low): Response within 3 Business Days
• Intelligence: Support available via phone, email, and service portal.
  • Priority 1 (Critical): Response within 2 Business Hours
  • Priority 2 (High): Response within 4 Business Hours
  • Priority 3 (Medium): Response within 1 Business Day
  • Priority 4 (Low): Response within 2 Business Days

3. Maintenance
   3.1 Planned maintenance shall be notified to the Client at least 24 hours in advance and scheduled outside standard business hours where practicable.
   3.2 Emergency maintenance may be conducted without notice if required for security or performance purposes.
4. Service Credits
   4.1 If monthly uptime falls below 98.5%, the Client may request a service credit of 5% of the monthly Subscription Fee. If uptime falls below 97% in any given calendar month, the Client may request a credit of 10% of that month's Subscription Fee.
   4.2 Service credits must be requested in writing within 14 days of the end of the month in which the service levels were not met. Service credits will be applied to the next billing cycle and shall not exceed one month’s Subscription Fee in total.
5. Exclusions
   5.1 The SLA does not apply to issues arising from:

• Acts or omissions of the Client or its users;
• Internet connectivity or performance issues not controlled by the Supplier;
• Failures of third-party integrations or tools used by the Client;
• Beta or trial features identified as such.

6. Review and Updates
   6.1 This SLA will be reviewed annually and may be updated by the Supplier with at least 30 days' written notice to the Client. and may be updated by the Supplier with at least 30 days' written notice to the Client.