This Agreement (“Agreement”) governs access to and use of the HeyGuest platform and related services (“Services”) provided to the customer (“Customer”) by:

  • iovox Limited (Company No. 06057954), if the Customer is located outside of North America; or
  • iovox Inc. (a Delaware corporation), if the Customer is in the United States or Canada.

(Each referred to herein as the “Company”). By signing a Purchase Order, the Customer confirms they have read, understood, and agree to be legally bound by this Agreement, the HeyGuest Privacy Policy, and Website Terms of Conditions.

1. Services and Usage

  1. Provision: The Company provides AI-powered guest communication and engagement services, guest Wi-Fi connectivity, reporting, analytics, and third-party integrations (“Services”). The Company will use reasonable endeavours to make the Services available but does not guarantee uninterrupted or error-free operation.
  2. AI Outputs: The Services include AI-powered features provided on an “AS IS” and “AS AVAILABLE” basis. The Customer is responsible for reviewing and approving AI-generated content before use.
  3. Modifications: The Company may modify the Services provided such changes do not materially reduce core functionality.

2. Customer Responsibilities

  1. Account & Acceptable Use: The Customer must provide accurate information, keep credentials confidential, and not use the Services unlawfully, infringe third-party rights, reverse engineer the platform, or build a competing product.
  2. Compliance & Consents: The Customer is solely responsible for ensuring all marketing communications comply with applicable laws (including CAN-SPAM in the U.S. and PERC in the UK) and that they have the legal right and necessary consents to supply guest data.

3. Fees and Payment

  1. Terms: Fees are set out in the Purchase Order and are payable within 30 days of receipt. For U.S. Customers, fees are exclusive of any state and local taxes, if applicable.
  2. Late Payments: For undisputed late payments, the Company may suspend access to the Services and charge interest at 2.5% per month (or the maximum permitted by law) until actual payment is made.
  3. Fee Review: The Company may review Fees every twelve (12) months upon three (3) months’ written notice.

4. Term, Suspension, and Termination

  1. Term & Renewal: The Agreement commences on the date of the applicable Purchase Order and continues for a period of twelve (12) months (“Initial Term”), unless otherwise specified. Following the Initial Term, the Agreement automatically renews for successive 12-month periods unless either party gives at least 30 days’ written notice prior to the renewal date.
  2. Suspension: The Company may suspend access immediately if it reasonably believes the Customer’s use poses a security, legal, or regulatory risk.
  3. Termination: Either party may terminate immediately in writing if the other commits a material breach and fails to remedy it within 14 days. The Company may terminate if the Customer fails to pay due amounts.
  4. Survival: Sections 3 and Sections 5-8 shall survive any termination or expiration of this Agreement.

5. Data Protection and Processing Agreement (DPA)

  1. Incorporation & Roles: This Section 5 serves as the Data Processing Agreement required by Data Protection Legislation. For GDPR/UK or GDPR/EU, where the Customer makes guest data available, the Customer is the Controller, and the Company is the Processor. The Customer instructs the Company to process Personal Data only as necessary to provide the Services. For the CCPA/CPRA, the Customer is the Business, and the Company is the Service Provider.
  2. Details of Processing: To provide the Services, the Company processes identification, contact details, booking information, communication content, and network/device data (including Wi-Fi logs) relating to the Customer’s guests. Data is processed for the duration of the Agreement.
  3. Obligations & Transfers: The Company shall implement appropriate technical and organisational measures to protect Personal Data, assist with Data Subject rights requests, and notify the Customer without undue delay of a Personal Data Breach. Data may be transferred outside the UK subject to appropriate safeguards (e.g., UK Addendum to EU SCCs). Upon termination, data shall be deleted or returned at the Customer’s option.
  4. U.S. Specifics: The Company shall not “sell” or “share” guest personal information and shall process data only to perform the Services.
  5. Sub-processors & Integrations: The Customer gives general authorisation for the Company to appoint sub-processors, for which the Company remains fully liable. Third-party integrations selected by the Customer act as independent controllers, and the Company accepts no liability for their compliance.
  6. Anonymised Data: The Company may irreversibly anonymise data to improve services, create analytics, and train internal or third-party AI models, provided such use does not identify the Customer or any individual. The Company shall be the Controller for such anonymised data.

6. Liability and Indemnity

  1. Warranty Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS.” THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  2. Liability Cap: The Company’s aggregate liability under this Agreement shall not exceed the total Fees paid in the twelve (12) months preceding the event giving rise to the claim.
  3. Exclusions: Neither party shall be liable for indirect or consequential loss, loss of profits, or business. Nothing limits liability for death, personal injury caused by negligence, or fraud.
  4. Indemnity: The Customer shall indemnify the Company against third-party claims arising from Customer Data, breach of applicable law, or third-party integrations selected by the Customer.

7. Intellectual Property & Third-Party Services

  1. IP Rights: All intellectual property rights in the Services belong to the Company, granting the Customer a revocable license to use them during the term. The Customer grants the Company a license to use Customer materials solely to provide the Services.
  2. Third-Party Services: The Services may integrate with Third-Party Services; any use of such services is at the Customer’s sole risk, governed by third-party terms, and the Company makes no warranties and accepts no liability for them.

8. General Provisions

  1. Confidentiality: Each party shall keep non-public information confidential.
  2. Force Majeure: Neither party is liable for delays due to events beyond reasonable control (including outages of third-party messaging platforms).
  3. Assignment: The Customer may only assign this Agreement with the Company’s prior written consent.
  4. Miscellaneous: The Company may update this Agreement with advance notice for material changes. Delays in enforcing rights do not constitute a waiver. If any paragraph is unlawful, the remainder stays in effect. No other person has rights to enforce this Agreement’s terms.
  5. Governing Law:
    8.5.1.  For iovox Limited: Governed by the laws of England and Wales, with exclusive jurisdiction of English courts.
    8.5.2. For iovox Inc.: Governed by the laws of the State of Delaware, with exclusive jurisdiction of state and federal courts in Delaware.
  6. U.S. Dispute Resolution: For US Customers, both parties waive any right to a jury trial or to participate in a class action lawsuit.