These Terms of Service ("Terms") govern access to and use of The Logical Auditor platform (the "Service"), provided by Vilmak Ltd (company number 17425133, registered office: Bowen Suite, The Globe Centre, 1 St. James Square, Accrington, BB5 0RE) to a business customer ("Tenant", "you") granted access to the Service on its own subdomain. By creating an account, accessing, or using the Service, the Tenant agrees to be bound by these Terms. If you are entering into these Terms on behalf of a company, you confirm you have authority to bind that company.
Vilmak provides The Logical Auditor, a software platform for tracking factory production activity, including station/shift check-in and check-out, quality control walkarounds, production and scrap logging, and reporting, accessible via a dedicated subdomain (e.g. yourcompany.vilmak.co.uk). Vilmak may update, improve, or modify the Service from time to time, provided that such changes do not materially reduce the core functionality the Tenant has subscribed to without reasonable notice.
The Tenant is responsible for all activity that occurs under its account and the accounts of its Authorised Users, including maintaining the confidentiality of login credentials. The Tenant must promptly notify Vilmak of any known or suspected unauthorised access. Vilmak is not responsible for losses arising from the Tenant's failure to safeguard its account credentials.
The Tenant is responsible for:
Where the Tenant engages Vilmak to provide device setup, configuration, or training services, those services are provided separately and are described in the applicable Order. Vilmak is not responsible for the performance, compatibility, or reliability of devices that do not meet its recommended specification.
The Tenant must not, and must ensure its Authorised Users do not: use the Service for any unlawful purpose; attempt to gain unauthorised access to the Service or its underlying infrastructure; attempt to reverse engineer, decompile, or extract the source code of the Service, except to the extent permitted by law; interfere with or disrupt the integrity or performance of the Service; use the Service to store or transmit unlawful, defamatory, or infringing material; or resell, sublicense, or provide access to the Service to any third party outside the Tenant's own organisation without Vilmak's prior written consent.
Fees for the Service are calculated based on the number of stations configured for the Tenant's account, at the rates set out in the applicable Order. Unless otherwise agreed, fees are payable in advance and are non-refundable except as required by law. Vilmak may suspend access to the Service if fees remain unpaid more than 14 days after the due date, following reasonable written notice.
Vilmak and its licensors own all rights, title, and interest in the Service, including its software, design, and underlying technology. Nothing in these Terms transfers ownership of the Service to the Tenant. The Tenant retains all rights, title, and interest in Tenant Data. The Tenant grants Vilmak a licence to host, process, and display Tenant Data solely to provide the Service.
Vilmak will process personal data submitted to the Service in accordance with the Privacy Policy and the DPA. Where Vilmak processes personal data on the Tenant's behalf as a data processor, the terms of the DPA apply and are incorporated into these Terms by reference.
Each party will keep confidential any non-public information disclosed by the other party in connection with the Service, and will not use such information except to perform its obligations under these Terms, except where disclosure is required by law.
Vilmak will use reasonable endeavours to keep the Service available and to respond to support requests in a timely manner, but does not currently commit to a specific uptime guarantee or service level agreement. Planned maintenance will be carried out with reasonable notice where practicable.
These Terms apply for the term set out in the applicable Order, or if none is specified, on a rolling monthly basis terminable by either party on 30 days' written notice. Either party may terminate immediately if the other party commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.
On termination, the Tenant's access to the Service will end. Vilmak will make Tenant Data available for export for a period of 30 days following termination, after which Vilmak will delete Tenant Data in accordance with the DPA, except to the extent retention is required by law.
The Service is provided "as is" and "as available". To the maximum extent permitted by law, Vilmak disclaims all warranties, express or implied, including fitness for a particular purpose, except as expressly set out in these Terms. Nothing in these Terms excludes liability that cannot be excluded under applicable law.
To the maximum extent permitted by law, neither party will be liable for any indirect, special, or consequential loss. Vilmak's total liability arising out of or in connection with these Terms will not exceed the fees paid by the Tenant in the 12 months preceding the event giving rise to the claim, except in respect of liability that cannot be limited by law (including death, personal injury caused by negligence, or fraud).
Each party will indemnify the other against third-party claims arising from that party's breach of these Terms, to the extent caused by its own negligence or wilful misconduct.
Vilmak may update these Terms from time to time. Material changes will be notified to the Tenant with reasonable advance notice. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.
These Terms are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
These Terms, together with the applicable Order, the Privacy Policy, and the DPA, constitute the entire agreement between the parties regarding the Service. If any provision is found unenforceable, the remaining provisions continue in effect. Neither party may assign these Terms without the other's consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.
Questions about these Terms can be sent to info@vilmak.co.uk.