Terms of Service
These terms govern the supply of the Vivarium service by Vivarium Technologies Limited. Please read them carefully, and in particular clause 4 (No advice and no warranty of compliance) and clause 17 (Limitation of liability), which affect your legal rights.
1. About us
The service is provided by Vivarium Technologies Limited, a company incorporated in Ireland under company number 821066, whose registered office is at Unit 13, Blackwater Road, Dublin Industrial Estate, Glasnevin, Dublin 11, D11 V500, Ireland.
In these terms, "we", "us" and "our" refer to Vivarium Technologies Limited, and "you" and "your" refer to the organisation that subscribes to the service, together with each individual who accesses it under that organisation's authority.
You may contact us at info@vivariumhq.com in relation to the service, or at privacy@vivariumhq.com in relation to personal data.
2. These terms
By accessing or using the service you agree to be bound by these terms. If you accept these terms on behalf of an organisation, you represent that you have authority to bind that organisation. The service is supplied for business purposes only and is not offered to consumers.
These terms apply together with our Privacy Policy, which describes the personal data we process about you as controller, and with your order form or subscription confirmation, which records your plan, your unit allowance and the fees payable. Clause 8 sets out the terms on which we process personal data contained within your account. Where you require a separate data processing agreement, we will enter into one, and its terms will prevail over clause 8 to the extent of any inconsistency.
In the event of a conflict between these terms and your order form, the order form prevails in respect of the matter it addresses.
3. The service
The service is an online record-keeping and reporting system for property portfolios. It maintains records of properties and units, maintenance work, statutory compliance requirements and the certificates evidencing them, contractor details, requests for quotation and the bids received in response, supplier invoices, budgets and lettings, and provides reporting on those records.
The functionality available to you is that described on our website and in your order form, as it exists from time to time.
4. No advice and no warranty of compliance
4.1 Nature of the information provided
The service reports the contents of your own records. Where the service indicates that a compliance requirement is satisfied, this means only that a certificate corresponding to that requirement has been recorded against the relevant property. It is not a representation by us that the property is compliant with any legal or contractual obligation, that the certificate is valid or current, that the correct inspection was carried out, or that the underlying work was performed to any standard. Where the service indicates that no matter is outstanding, this means only that no outstanding matter has been recorded.
4.2 Responsibility for compliance
You remain solely responsible for identifying and discharging every statutory, regulatory and contractual obligation applicable to the properties you manage, whether or not that obligation is recorded in the service, and whether or not the service indicates that it has been satisfied.
4.3 No professional advice
The service does not provide, and must not be relied upon as, legal, regulatory, financial, accounting, insurance, valuation, health and safety or fire safety advice. You should obtain independent professional advice before taking any action in reliance on information obtained from the service.
4.4 Client money
The service records invoices and budget information. It does not initiate, receive, hold or instruct any payment, and it does not operate on any client account. Your obligations in relation to client money, including under the rules of the Property Services Regulatory Authority in Ireland and equivalent rules in other jurisdictions, are unaffected by your use of the service and remain entirely your responsibility.
4.5 Communications with contractors
Recording a request for quotation within the service does not transmit any communication to the contractor concerned. Where the service is capable of sending correspondence on your behalf, it does so only where you have configured it to do so and only to addresses you have supplied.
5. Accounts and users
5.1 Accounts
Your organisation's account is established with a first administrator, and your administrators may invite further users. You may not establish accounts for persons outside your organisation without our prior written consent.
5.2 Security of the account
You are responsible for all activity conducted under your account. You must keep authentication credentials confidential, withdraw access from individuals who cease to be authorised, and notify us at info@vivariumhq.com promptly upon becoming aware of any unauthorised access.
Each user must be a natural person aged 18 or over. Credentials must not be shared between users, as the service records the identity of the user responsible for each change.
5.3 User roles
The service provides three user roles, which differ both in the actions a user may take and in the information a user may view. Cost information, including quotations, invoices, budgets, rents and agreed contractor rates, is visible only to users holding the administrator role. The allocation of roles to individuals is your decision and your responsibility.
6. Plans, unit allowance and fees
6.1 Plans
Your plan is specified in your order form. Certain functionality is available only on certain plans. Where your account is on trial, the full service is available for the duration of the trial. Upon expiry of the trial, functionality outside the core service ceases to be available; your records remain unchanged and accessible through the core service.
Your subscription renews automatically at the end of each subscription period for a further period of the same length, unless terminated in accordance with clause 18.
6.2 Unit allowance
Your subscription entitles you to record a maximum number of units, as specified in your order form. Where your portfolio exceeds that number we will contact you to agree a revised allowance. We will not delete data by reason of an allowance being exceeded.
6.3 Fees
Fees are as specified in your order form and are payable monthly or annually in advance, as selected in your order form. All fees are exclusive of value added tax and any other applicable taxes, which you must pay in addition. Invoices are payable within 30 days of the date of invoice.
We may vary our fees on 30 days' written notice, such variation to take effect from your next renewal date. Where you do not wish to accept a variation, you may terminate under clause 18.2 before it takes effect.
Fees are non-refundable except where refund is required by law, or where we terminate under clause 18.3 in circumstances not attributable to your breach, in which case we will refund the unused portion of any prepaid period.
6.4 Late payment
Where an invoice remains unpaid more than 30 days after its due date, we may suspend your account on 7 days' written notice. During suspension your records remain accessible in read-only form; functionality outside the core service and the ability to record new data will be disabled until payment is received.
7. Customer data
7.1 Ownership
You retain all right, title and interest in the data you record in the service and in any output derived from it. We acquire no ownership interest in it. You grant us a non-exclusive licence to host, copy, process, transmit and display that data, solely to the extent necessary to provide the service and for the term of your subscription.
7.2 Our use of your data
We process your data for the purposes of providing the service to you, securing it, and providing support at your request. We do not sell your data, use it to train machine learning models, or use the data of one customer in providing the service to another.
We may compile aggregated statistics that do not identify you, your personnel, your properties, your residents or your suppliers, and may use such statistics for the operation and improvement of the service.
7.3 Your responsibility for the data recorded
You are responsible for the accuracy of the data you record and for ensuring that you are entitled to record it. This includes personal data relating to your personnel, residents, leaseholders, tenants and contractors, and extends to documents uploaded to the service, including certificates, invoices and correspondence.
You must not record in the service any special category personal data within the meaning of Article 9 of the GDPR unless you have notified us in writing and we have agreed in writing the additional measures required.
7.4 Backups
We maintain backups of the platform for the purposes of our own business continuity. Those backups are not provided as a service to you and do not constitute a record-keeping facility. You acknowledge that they are not a means of recovering data you have deleted, and that you are responsible for maintaining your own records.
8. Data protection
8.1 Respective roles
In respect of personal data contained within your account, you are the controller and we are the processor. In respect of personal data relating to your personnel in their capacity as our contacts, including names, business contact details and support correspondence, we are the controller and our Privacy Policy applies.
8.2 Our obligations as processor
This clause constitutes the agreement between us required by Article 28 of the GDPR. We shall:
(a) process personal data contained within your account only on your documented instructions, which for these purposes comprise these terms and your use of the service, and inform you if we consider an instruction to infringe applicable data protection law;
(b) ensure that persons authorised to process the data are subject to an obligation of confidentiality;
(c) implement the technical and organisational measures described in clause 8.5;
(d) not engage a sub-processor except in accordance with clause 8.3, and impose on any sub-processor engaged obligations equivalent to those in this clause;
(e) taking into account the nature of the processing, assist you by appropriate measures in responding to requests to exercise data subject rights, and notify you without undue delay of any such request received directly by us rather than responding to it ourselves;
(f) assist you in complying with your obligations under Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to us;
(g) notify you without undue delay, and in any event within 72 hours of becoming aware, of any personal data breach affecting your data, providing the information available at the time and further information as it becomes available;
(h) make available the information necessary to demonstrate compliance with this clause, and permit and contribute to an audit conducted by you or an auditor appointed by you, no more than once in any 12-month period and on not less than 30 days' notice, at your cost save where the audit identifies a material breach by us; and
(i) at the end of the provision of the service, delete or return the data in accordance with clause 19.
The particulars required by Article 28(3) are as follows. Subject matter and duration: provision of the service, for the term of your subscription and the retention period specified in clause 19. Nature and purpose: storage and processing of property management records to enable access and reporting. Types of personal data: names and contact details of your personnel, residents, leaseholders, tenants and contractors; correspondence; and personal data contained in documents uploaded by you, including invoices and certificates. Categories of data subject: your personnel, occupants of properties you manage, and your suppliers and their personnel.
8.3 Sub-processors
You authorise us to engage the following sub-processors:
- Neon — Database services, including storage of uploaded documents. European Union (eu-west-2).
- Railway — Application hosting. European Union (EU West).
- Anthropic — Language model services supporting the assistant. United States.
We will give you not less than 30 days' written notice before engaging an additional sub-processor, during which period you may object on reasonable data protection grounds.
Neon and Railway are incorporated in the United States. Accordingly, United States law may apply to those entities notwithstanding that processing occurs within the European Union.
8.4 International transfers
Where a sub-processor processes personal data outside the European Economic Area, the transfer is made pursuant to the European Commission's Standard Contractual Clauses or another lawful transfer mechanism.
8.5 Security measures
We implement and maintain appropriate technical and organisational measures, including logical separation of each organisation's records at database level so that a request made within one account cannot access the data of another; encryption of data in transit and at rest; restriction of the application's database privileges to those necessary for its operation; and maintenance of an audit record of changes.
No system of information security is capable of being wholly secure, and we do not warrant that the service cannot be compromised.
9. Assistant functionality
The service includes an assistant capable of responding to queries concerning your account and of effecting changes to it.
You acknowledge that responses generated by the assistant may be inaccurate. The assistant operates on the contents of your records, may misinterpret them, and may present inaccurate information as though it were accurate. You are responsible for verifying any information on which you rely, in particular figures, dates and any matter bearing on a statutory obligation.
Changes effected through the assistant are made in the name of the user requesting them, are subject to that user's role, and are recorded in the audit record. You are responsible for changes effected through the assistant by your users.
In order to respond to a query, relevant contents of your account are transmitted to our language model provider. We have requested that the provider neither retain that data nor use it for the purpose of model training. The provider is identified in clause 8.3.
10. Connected mailboxes
Where you connect a mailbox to the service, the service will read messages within that mailbox in order to identify invoices and certificates and record them against your data.
By connecting a mailbox you represent that you are entitled to grant us access to it and that doing so does not infringe the rights of any third party or breach any obligation to which you are subject. You must not connect a personal mailbox, or a shared mailbox containing correspondence outside the scope of the service. A mailbox may be disconnected at any time within the service.
11. Acceptable use
You must not:
(a) use the service for any unlawful purpose, or for any purpose other than the management of property you are engaged to manage;
(b) permit access by any person outside your organisation, or resell, sublicense, or make the service available to any third party as a service, without our prior written consent;
(c) copy, decompile, disassemble or reverse engineer the service, or attempt to derive its source code, save to the extent such restriction is prohibited by applicable law;
(d) probe, scan or test the vulnerability of the service, or circumvent any limitation or access control within it, without our prior written consent;
(e) upload or transmit any malicious code or anything designed to interfere with the operation of the service; or
(f) use automated means to extract data at a volume or frequency that impairs the operation of the service for other users; or
(g) use the service, or information obtained from it, to develop or provide a product or service that competes with the service.
12. Availability, support and maintenance
We will use reasonable endeavours to make the service available, but we do not warrant that the service will be available, uninterrupted, timely, secure or error-free, and we give no availability commitment except as expressly set out in your order form.
We may suspend the service in order to carry out maintenance. Where maintenance is planned we will give reasonable notice; where it is required urgently we may be unable to do so.
Support is available by email at info@vivariumhq.com.
Certain functions of the service operate as scheduled background processing, including compliance scanning, mailbox processing and outbound email. Interruption to such processing may result in a scan being performed late or a communication being delayed. You acknowledge that notifications generated by the service are not a substitute for your own monitoring of statutory and contractual deadlines, as set out in clause 4.
13. Intellectual property
The service, the software by which it is provided, its design and documentation, and the Vivarium name and marks, are and remain the property of us or our licensors. Nothing in these terms operates to transfer any such right to you.
We grant you a non-exclusive, non-transferable right to use the service for the purposes of your own property management business for the term of your subscription. No other rights are granted.
Where you provide us with feedback or suggestions concerning the service, we may use them without obligation to you. This clause confers no right in respect of your data.
14. Confidentiality
Each party may receive confidential information of the other. Each party shall keep such information confidential, use it only for the purposes of these terms, and protect it using no less than a reasonable standard of care. This obligation does not apply to information that is or becomes public otherwise than through breach of this clause, was lawfully known to the recipient before disclosure, is independently developed without reference to the disclosed information, or is required to be disclosed by law, provided that the recipient gives prior notice to the other party where permitted to do so.
Your data constitutes your confidential information.
15. Warranties
We warrant that we will provide the service with reasonable skill and care, and that we have the right and authority to enter into these terms.
Save as expressly set out in these terms, the service is provided on an "as is" basis. To the fullest extent permitted by law, we exclude all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise, including any implied warranty of satisfactory quality, fitness for a particular purpose, accuracy, or that the service will meet your requirements.
You warrant that you are entitled to record the data you record in the service, including personal data relating to third parties, and that your use of the service complies with applicable law.
16. Indemnities
You shall indemnify us against all claims, losses and reasonable costs arising from your breach of clause 11 (Acceptable use), your breach of clause 7.3 or clause 15 in relation to the data recorded and your entitlement to record it, or any third party claim that data recorded by you in the service infringes that third party's rights.
We shall indemnify you against any third party claim that the service infringes that third party's intellectual property rights, provided that you notify us promptly, permit us to conduct the defence and any settlement, and do not settle without our consent.
17. Limitation of liability
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
Subject to the foregoing:
17.1 Neither party shall be liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, or loss or corruption of data, however arising.
17.2 Our total aggregate liability arising out of or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by you in the 12 months preceding the event giving rise to the claim.
17.3 We shall have no liability for loss arising from reliance on the service to identify a statutory or contractual obligation, from the expiry of a statutory deadline, or from a compliance failure at a property you manage, as set out in clause 4.
17.4 We shall have no liability for loss arising from a decision taken in reliance on a response generated by the assistant, as set out in clause 9.
17.5 The limitation in clause 17.2 applies to our indemnity under clause 16 only to the extent permitted by law.
18. Suspension and termination
18.1 Termination by you. You may terminate with effect from the end of the current subscription period by giving not less than 30 days' written notice.
18.2 Termination on variation. Where we vary these terms or our fees to your material detriment, you may terminate by written notice given before the variation takes effect, and we will refund the unused portion of any prepaid period.
18.3 Termination for cause. Either party may terminate with immediate effect by written notice where the other commits a material breach that is not remedied within 30 days of written notice requiring it to be remedied, or becomes subject to an insolvency event.
18.4 Suspension. We may suspend access with immediate effect where we reasonably believe the account is being used unlawfully or in material breach of clause 11, has been compromised, or presents a risk to the security or stability of the service for other users. We will notify you of the reason and restore access once the cause is resolved.
18.5 Survival. Clauses 7.1, 13, 14, 15, 16, 17, 19, 21 and 22 survive termination, together with any right or liability accrued before termination.
19. Return and deletion of data
During the term of your subscription you may extract your data using the reporting functions of the service.
Following termination, we will on written request made within 30 days provide a complete export of your organisation's data in a structured, commonly used and machine-readable format, at no charge.
We will delete your data within 30 days after the expiry of that period, except to the extent retention is required in order to comply with a legal obligation, in which case we will retain only the data so required and only for so long as required. Backup media will be overwritten in the ordinary course of our backup cycle.
20. Changes
20.1 Changes to the service. We develop the service on a continuing basis and may add, modify or withdraw functionality. We will not make a change that materially reduces the core functionality for which you are paying without giving you not less than 30 days' notice, in which event you may terminate under clause 18.2.
20.2 Changes to these terms. We may amend these terms. Where an amendment is material we will give you not less than 30 days' notice by email to your administrators and by notice within the service. Your continued use of the service after the amendment takes effect constitutes acceptance of it.
21. General
Assignment. You may not assign or transfer these terms without our consent, such consent not to be unreasonably withheld. We may assign these terms to a group company or to a purchaser of our business, on notice to you.
Subcontracting. We may subcontract the performance of our obligations and shall remain responsible for the acts and omissions of our subcontractors. Sub-processing of personal data is governed by clause 8.3.
Force majeure. Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, for so long as those circumstances continue.
No partnership or agency. Nothing in these terms creates a partnership, joint venture or relationship of employment between the parties, and neither party has authority to bind the other.
Third party rights. A person who is not a party to these terms has no right to enforce any of its provisions.
Severance. Where any provision is held to be invalid or unenforceable, the remaining provisions continue in full force, and the provision concerned shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
Entire agreement. These terms, the Privacy Policy, your order form and any separate data processing agreement between us constitute the entire agreement between the parties in respect of the service and supersede all prior representations and agreements. Neither party has relied on any statement not set out in them, save that nothing in this clause excludes liability for fraud.
Notices. Notices to us must be sent to info@vivariumhq.com. Notices to you will be sent to the email addresses of your administrators.
Publicity. We will not use your name or marks as a customer reference without your prior written consent.
Waiver. No failure or delay in exercising a right constitutes a waiver of it.
22. Governing law and jurisdiction
These terms, and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes or claims, are governed by and construed in accordance with the laws of Ireland. The courts of Ireland have exclusive jurisdiction.
23. Contact
Vivarium Technologies Limited
Unit 13, Blackwater Road
Dublin Industrial Estate
Glasnevin, Dublin 11, D11 V500
Ireland
Service and support: info@vivariumhq.com
Data protection: privacy@vivariumhq.com