Last updated: 14th November 2019

These Terms of Use govern your use of Lumien and provide information about the platform, outlined below. When you create a Lumien account or use Lumien, you agree to these terms.

Lumien is provided to you by Evolyst Ltd. These Terms of Use therefore constitute an agreement between you and Evolyst Ltd.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

Privacy

Privacy.
In the course of using the Services, you may submit content to the Lumien Platform (including your personal data and the personal data of others) or third parties may submit content to you through the Platform (all of the above will be referred to as your “Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. Lumien’s Privacy Policy details how we treat your Content and we agree to adhere to the Lumien privacy policies. You in turn agree that Evolyst Ltd may use and share your Content in accordance with the Lumien privacy policies and applicable data protection laws.

Confidentiality.
Evolyst Ltd will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the Lumien privacy policy). However, your Content is not regarded as confidential information if such Content:

  • is or becomes public (other than through breach of these Terms by Evolyst Ltd).
  • was lawfully known to Evolyst Ltd before receiving it from you.
  • is received by Evolyst Ltd from a third party without knowledge of breach of any obligation owed to you.

Evolyst Ltd may disclose your Content when required by law or legal process, but only after Evolyst Ltd, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.

Security.
Evolyst ltd will store and process your Content in a manner consistent with industry security standards. Evolyst Ltd has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.

 

If Evolyst Ltd becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), Evolyst Ltd will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. Evolyst Ltd will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Evolyst Ltd.

 

Your Content

You Retain Ownership of Your Content.
You retain ownership of all of your intellectual property rights in your Content. Evolyst Ltd does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.

Limited License to Your Content.
You grant Evolyst Ltd a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by the Evolyst Ltd privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Evolyst Ltd’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Evolyst Ltd with feedback about the Services, we may use your feedback without any obligation to you.

Customer Lists.
Evolyst Ltd may identify you (by name and logo) as a Lumien customer on Lumien and/or Evolyst Ltd’s website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.

IP Claims.
Evolyst Ltd respects the intellectual property rights of others, and we expect our users to do the same. If you believe a Lumien user is infringing upon your intellectual property rights, you may report it by emailing support@lumien.co.uk. Claims of copyright infringement should follow the process available under local law.

Data

Customer Data
By submitting data to the Lumien Platform you agree that you own or have obtained all necessary rights & consents to transfer the Data in relation with the Terms of Use, and that Data doesn’t infringe any third party intellectual property.

By submitting data to Lumien you grant Evolyst Ltd a worldwide, non-exclusive, perpetual and royalty-free right to access, use, process, copy, distribute, perform, export and display the Data, only to the extent permitted by law and as reasonably necessary

  • to provide, maintain and improve the Services;
  • to prevent or address service, security, support or technical issues
  • to create anonymized and aggregated data non-related to a specific Customer, which does not constitute Customer Data and is owned by Evolyst ltd, including for use as benchmarking and marketing purposes in accordance with the Privacy Policy or as otherwise expressly permitted in writing by yourself or as required by law. This right continues with respect to anomymized data and any residual backup copies of Customer Data made in the ordinary course of business even after termination of this agreement.

Customer Data subject to Anonymity and Confidentiality.

The answers to surveys, answers to polls, comments, feedbacks and suggestions provided by a Survey Respondent are anonymous and confidential, unless the Respondent opts within the Lumien Platform to remove the anonymity and confidentiality with respect to such content. Any Data for which Respondents have not opted to remove the anonymity and confidentiality shall be kept confidential by Evolyst Ltd.

Protection of Customer Data.

Evolyst ltd shall store and process Customer Data in accordance with the Privacy Policy. Evolyst Ltd has implemented technical, organizational and administrative systems, policies and procedures as well as other measures detailed in the Privacy Policy to help ensure the security, integrity, availability and confidentiality of Customer Data, and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, hosting data online involves risks of unauthorized disclosure, loss or exposure and, in accessing and using the Lumien Platform, Customer assumes such risks, except for gross negligence or unlawful conduct of Evolyst Ltd.

Telemetric Data
To the extent permitted by law, telemetric data related to how Users access and use the Website and the Lumien Platform (including features and functions of the Website and the Lumien Platform being used by Users, stack trace data and reports related thereto) and the anonymized or aggregated data derived from such telemetric data does not constitute Customer Data, and is owned by Evolyst ltd.

Personal Information
When using the Services, Customer may transfer to Evolyst Ltd Customer Data containing Personal Information. Evolyst Ltd shall collect, access or process any Personal Information in accordance with the Privacy Policy. Customer consents to the transfer, processing and storage of Personal Information in accordance with the Terms of use and the Privacy Policy where applicable.

Confidential Information

  1. Confidential Information. “Confidential Information” means any non-public, confidential or sensitive information, including Customer Data, disclosed by a Party or on its behalf (the “Disclosing Party”) to the other Party (the “Receiving Party”), and excludes any information that is:
    • (i) subject to applicable Privacy Laws, publicly available or later becomes publicly available other than through a breach of the Terms of Use;
    • (ii) as evidenced by documentary and competent evidence: (a) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or (b) without using the Confidential Information, is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or
    • (iii) as evidenced by documentary and competent evidence, subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality, provided that such source is not, to the knowledge of the Receiving Party, in breach of its obligations of non-disclosure towards the Disclosing Party.
  2. Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfil its responsibilities under the Terms of Use. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that Evolyst Ltd may disclose Confidential Information to its third party service providers in connection with the performance or the improvement of the Services, in which case Evolyst Ltd will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense. The provisions of this Section shall supersede any prior non-disclosure agreement by and between the Parties, and such agreement shall have no further force or effect.

Additional Rights: GDPR.
The Parties may be subject to additional terms and conditions under the General Data Protection Regulation (Regulation (EU) 2016/679).
Evolyst Ltd will Process Customer Personal Information in accordance with the following instructions:

 

 

Categories of Customer Personal Information collected by the Lumien Platform

 

Categories of Data Subjects for which Customer Personal Information is Processed

 

Purposes for which Evolyst Ltd Processes Customer Personal Information

 

Nature of Processing

Duration of processing

 

 

Users credentials
(such as emails, names, etc.)

User credentials permit the Users to access the Lumien Platform and include emails and password hashes.

 

Account administrator that purchases the subscription and manages the account.

Employees answering the surveys and providing comments.

 

Prevent or address service, security, support or technical issues with the Lumien Platform.

 

Handling, storing, sharing with Subprocessors, accessing and reviewing Customer Personal Information for the Processing purposes set out adjacent.

 

As long as necessary for the purposes described in this agreement, unless a longer retention is required by law.

 

 

Employee profiles
Employee profiles can be created by employees or account administrators. Employee profiles contain the first name, last name, job title and email of the employee. Each employee has access to their employee profile and can update their information. They can specify their preferences for the survey delivery (including survey day, survey time, survey method).

Company managers and who use the answers and comments provided by the survey respondents..

Employees answering the surveys and providing comments.

 

Provide, maintain and improve the Lumien Platform.

Prevent or address service, security, support or technical issues with the Lumien Platform.

 

Handling, storing, sharing with Subprocessors, accessing and reviewing Customer Personal Information for the Processing purposes set out adjacent.

 

 

As long as necessary for the purposes described in this agreement, unless a longer retention is required by law.

 

 

User attributes

The account administrator creates their own categories of User attributes (e.g. gender, age, salary) and inputs the User attributes relating to the categories they created in each of the employee profiles. The Personal Information collected according to those User attributes will therefore vary accordingly.

Evolyst ltd does not have control over the categories of User attributes created by the account administrator.

Evolyst Ltd’s internal database includes the identity of the employee in respect of which User attributes are provided.

 

Employee answering the surveys and providing comments, which may include company managers and group managers.

 

 

Provide, maintain and improve the Lumien Platform.

Prevent or address service, security, support or technical issues with the Lumien Platform.

 

Handling, storing, sharing with Subprocessors, accessing and reviewing Customer Personal Information for the Processing purposes set out adjacent.

 

As long as necessary for the purposes described in this agreement, unless a longer retention is required by law.

 

Comments
Comments given by Survey Respondents can reveal a wide range of Personal Information.

Evolyst Ltd can encourage employees to share comments with questions.

Evolyst Ltd’s internal database includes the identity of the comment providers.

 

Employees providing comments, which may include company managers and group managers.

 

 

Provide, maintain and improve the Lumien Platform.

Prevent or address service, security, support or technical issues with the Lumien Platform.

 

Handling, storing, sharing with Subprocessors, accessing and reviewing Customer Personal Information for the Processing purposes set out adjacent.

 

 

As long as necessary for the purposes described in this agreement, unless a longer retention is required by law.

 

 

 

Subscription Term, Termination, Suspension 

This section applies to business customers only, if you are a Lumien Partner, please refer to your partner agreement.

Term and Renewal.
Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year. To prevent renewal of the subscription, the required notice must be provided within 1 month of your current subscriptions end date.

The renewal pricing detailed in your Order will apply. If renewal pricing is not included in your Order, then our standard pricing available on our pricing page on the date of renewal will apply. If you use our Free Services, we will make the Free Services available to you free of charge until earlier of (a) the date on which your free subscription is terminated or (b) the start date of your paid subscription.

No Early Termination; No Refunds.
The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using the Lumien subscription during your subscription term.

Termination for Cause.
Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

Suspension for Prohibited Acts. We may suspend any User’s access to any or all Subscription Services without notice for:

  • use of the Subscription Service in a way that violates applicable local laws or regulations or the terms of this Agreement.
  • repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.   We may, without notice, review, edit and delete any Customer Data or Customer Materials that we determine in good faith violate these terms, provided that, we have no duty to prescreen, control, monitor or edit your customer data.

 

Suspension for Non-Payment.
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Platform ten (10) days after such notice. We will not suspend the Platform while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If access is suspended for non-payment, we may charge a re-activation fee to reinstate access.

Suspension for Present Harm.
If your website, or use of, the Platform:

  • is being subjected to denial of service attacks or other disruptive activity.
  • is being used to engage in denial of service attacks or other disruptive activity.
  • is creating a security vulnerability for the Subscription Service or others.
  • is consuming excessive bandwidth.
  • is causing harm to us or others,

then we may, with electronic or telephonic notice to you, suspend all or any access to the Platform We will try to limit the suspension to the affected portion of the Platform and promptly resolve the issues causing the suspension. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Suspension and Termination of Free Services. 
We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

Effect of Termination or Expiration.  
If your paid subscription is terminated or expires, we will continue to make available to you our Free Services provided however, this may not be the case if your Agreement was terminated for cause. You may request the deletion of your Lumien account after expiration or termination of your subscription by sending a request to support@lumien.co.uk . You will continue to be subject to this Agreement for as long as you have access to a Lumien account.

  • Upon termination or expiration of this Agreement, you will stop all use of the Lumien Platform. We may or may not provide you the opportunity to retrieve data after termination or expiration. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Platform after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

Account Management

Keep Your Password Secure.
You are responsible for safeguarding your password and any other credentials used to access that account. You, and not Evolyst Ltd, are responsible for any activity occurring in your account (other than activity that Evolyst Ltd is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Evolyst Ltd immediately by email at support@lumien.co.uk.

Keep Your Details Accurate.
Evolyst Ltd occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.

Remember to Backup.
You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Evolyst Ltd will not be liable for any failure to store, or for loss or corruption of, your Content.

 

Your Commitments

In return for our commitment to provide the Lumien Platform to you, we require that you make the following commitments to us.

  • You must not be prohibited from receiving any aspect of our Platform under applicable laws or engaging in payments related Platform if you are on an applicable denied party listing.
  • We must not have previously disabled your account for violation of law or any of our policies.
  • You must not use the platform in the following ways:
    • You can’t impersonate others or provide inaccurate information.
    • You can’t do anything unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose.
    • You can’t violate (or help or encourage others to violate) these Terms or our policies.
    • You can’t attempt to buy, sell, or transfer any aspect of your account (including your username) or solicit, collect, or use login credentials of other users.
    • You can’t do anything to interfere with or impair the intended operation of the Platform.
    • You can’t do anything to interfere with or impair the intended operation of the Platfrom.
  • You can’t use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser/
  • You can’t use the Platform in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Platform.
  • You can’t attempt to gain unauthorized access to the Platform; access the Platform other than through our interface.
      • You can’t attempt to create accounts to access or collect information in unauthorized ways.

Additional Rights We Retain

  • You can only use our intellectual property and trademarks or similar marks as expressly permitted by our Brand Guidelines or with our prior written permission.
  • You must obtain written permission from us or under an open source license to modify, create derivative works of, decompile, or otherwise attempt to extract source code from us.

 

Content Removal and Disabling or Terminating Your Account

  • We can remove any content or information you share on the Platform if we believe that it violates these Terms of Use, or we are required to do so by law. We can refuse to provide or stop providing all or part of the Service to you (including terminating or disabling your account) immediately if you: clearly, seriously or repeatedly violate these Terms of Use or where we are required to do so by law. If we take action to remove your content or disable or terminate your account, we will notify you where appropriate. If you believe your account has been terminated in error, or you want to disable or permanently delete your account, then please contact support@lumien.co.uk
  • Content you delete may persist for a limited period of time in backup copies. This paragraph, and the section below called “Agreements & Disagreements” will still apply even after your account is terminated or deleted.

 

Agreements & Disagreements

Our Agreement

  • If any aspect of this agreement is unenforceable, the rest will remain in effect.
  • Any amendment or waiver to our agreement must be in writing and signed by us. If we fail to enforce any aspect of this agreement, it will not be a waiver.
  • We reserve all rights not expressly granted to you.

Who Has Rights Under this Agreement.

  • This agreement does not give rights to any third parties.
  • You cannot transfer your rights or obligations under this agreement without our consent.

Our rights and obligations can be assigned to others. For example, this could occur if our ownership changes (as in a merger, acquisition, or sale of assets) or by law

Who Is Responsible if Something Happens.

  • We will use reasonable skill and care in providing our Platform to you and in keeping a safe, secure, and error-free environment, but we cannot guarantee that our Platform will always function without disruptions, delays, or imperfections. Provided we have acted with reasonable skill and care, we do not accept responsibility for: losses not caused by our breach of these Terms or otherwise by our acts; losses which are not reasonably foreseeable by you and us at the time of entering into these Terms; any offensive, inappropriate, obscene, unlawful, or otherwise objectionable content posted by others that you may encounter on our Service; and events beyond our reasonable control.
  • The above does not exclude or limit our liability for death, personal injury, or fraudulent misrepresentation caused by our negligence. It also does not exclude or limit our liability for any other things where the law does not permit us to do so.

How We Will Handle Disputes.

  • You agree that the claim must be resolved in a competent court in the United Kingdom and that UK law will govern these Terms and any claim, without regard to conflict of law provisions.

Unsolicited Material.

  • We always appreciate feedback or other suggestions, but may use them without any restrictions or obligation to compensate you for them, and are under no obligation to keep them confidential.

 

Links To Other Web Sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by Evolyst Ltd

Evolyst Ltd has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Evolyst Ltd shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

 

Updating These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 (change this) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

 

Contact Us

If you have any questions about these Terms, please contact us.

support@lumien.co.uk

 

 

Fazeley Studios 18-19,
191 Fazeley Street,
Birmingham,
B5 5SE

Company Number: 08280219
VAT: 213 5881 15