User Terms of Service

Last substantive change: 9 April 2020

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Howamigoing Ltd (“Howamigoing”, “us”, “we”, ”our”) is a limited company registered in England and Wales under company number 09616647 and located at 86-90 Paul Street, London, EC2A 4NE. We offer a variety of employee performance enhancing tools available online via Howamigoing.com and other websites owned by us (the “Platform”). We also offer support and guidance regarding best-practice use of the Platform (the “Support”) (together, “the Services”).

These User Terms of Service (the “User Terms”) govern your access and use of the Services. Please read them carefully. Even though you are signing into an existing account, these User Terms apply to you as a user of the Services. 

These User Terms are legally binding

These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. 

You are an “Authorised User” of a workspace controlled by a “Customer”

An organisation or other third party that we refer to in these User Terms as the “Customer” has invited you to an account (i.e. a unique domain where a group of users may access the Services). If you are joining one of your employer’s accounts, for example, the Customer is your employer. If you are joining an account created by your friend using her personal email address to work on her business, she is our Customer and she is authorising you to join her account.

If Customer elects to replace you as the representative with ultimate authority for the account, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.

What this means for You – and for Us

The Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted the Customer to create and configure an account so that you and others could join (each invitee granted access to the Services, including you, is an “Authorised User”). The Contract contains our commitment to deliver the Services to the Customer, who may then invite Authorised Users to join its workspace(s). When an Authorised User (including you) submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by the Customer and the Contract provides the Customer with many choices and control over that Customer Data. For example, the Customer may provide or withdraw access to the Services, enable or disable third-party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels or consolidate your workspace or channels with other workspaces or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. Please take a look at our Help Centre pages for more information on our different Service subscriptions and the options available to the Customer.

The relationship between You, the Customer and Us

AS BETWEEN US AND THE CUSTOMER, YOU AGREE THAT IT IS SOLELY THE CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORISED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORISED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORISED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR THE CUSTOMER’S FAILURE TO FULFIL THESE OBLIGATIONS. HOWAMIGOING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

You must be over the legal age

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of 16. You represent that you are over the legal age and are the intended recipient of the Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

While you’re here, you must follow the rules

To help ensure a safe and productive work environment, all Authorised Users must comply with our Acceptable Use Policy and any applicable policies established by the Customer. If you see inappropriate behaviour or content, please report it to the Customer.

You agree that you will:

• not rent, lease, sub-license, loan, provide, or otherwise make available, the Services in any form, in whole or in part to any person without prior written consent from us;
• not copy the Services, except as part of the normal use of the Services or where it is necessary for the purpose of back-up or operational security;
• not translate, merge, adapt, vary, alter or modify, the whole or any part of the Services nor permit the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Services on devices as permitted in these User Terms;
• not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Services to obtain the information necessary to create an independent program that can be operated with the Services or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities: is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and is not used to create any software that is substantially similar in its expression to the Services; is kept secure; and is used only for the Permitted Objective;
• comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Services.

You are here at the pleasure of the Customer (and Us)

These User Terms remain effective until the Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by the Customer or us. Please contact the Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

Obtaining Feedback

By using the Services, you can request feedback from other people (the “Evaluators”) (the “Feedback Request”). Equally, others may request feedback from you, in which case you will be an Evaluator. As part of the Feedback Request, the Evaluators will be required to answer questions regarding their opinion of your professional performance or capabilities. We will send the Evaluators an email with a unique URL link to an online form containing these questions. Equally, you may choose to provide feedback to another person via the Services, solicited or otherwise. Any feedback that you receive from the Evaluators as a result of the Feedback Request (the “Feedback”), or feedback that you have given, as an Evaluator or otherwise, will be available for you to view on the Websites in accordance with these User Terms and our Privacy Policy.  

Ownership of your Contributions

By using the Services, you will provide us with content (including personal data) which you submit or transfer to us via the Websites (your “Contributions”). Such Contributions shall be classed as “Customer Data” as defined in our Customer Terms of Service. No ownership rights in the Contributions shall pass to us.

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By using the Services, you acknowledge and agree that the Contributions shall be subject to the licence granted to us by the Customer in the Customer Data as set out in the section titled “What’s yours is yours” in our Customer Terms of Service, and such licence shall include the right to use, store, reproduce, modify, adapt, create derivative works and archive your Contributions and the contents of your Feedback and to distribute and make them available to third parties in accordance with our Privacy Policy for the limited purpose of enabling us to provide our Services and satisfy our legitimate business interests in this regard.

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You give us permission to distribute your Contributions and the contents of your Feedback data to the Customer (as defined in our Customer Terms of Services) and/or your nominated supervisor(s) within such Customer.

Intellectual property rights

All intellectual property rights in the Services throughout the world belong to us (or our licensors) and the rights in the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Services other than the right to use them in accordance with these User Terms.

Confidentiality

Your Contributions and the contents of your Feedback shall be considered your “Confidential Information”. We are permitted to use, store, reproduce, adapt, create derivative works and archive your Confidential Information and to distribute and make it available to third parties in accordance with our Privacy Policy including the Customer in accordance with these User Terms for the limited purpose of enabling us to provide the Services and satisfy our legitimate business interests in this regard (the “Permitted Purpose”).

We shall protect your Confidential Information using commercially reasonable efforts and we shall not disclose your confidential information except: (A) For the Permitted Purpose; and/or (B) When required by law, a regulatory authority or legal process, but only after we have (if and to the extent permitted by law) used commercial reasonable efforts to notify you and given you an opportunity to challenge the disclosure.

Limitation of liability

If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy or any of our other policies that can simply be remedied by the Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask the Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling or terminating your account) if the Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users or any third parties.

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these User Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching these User Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; and for fraud or fraudulent misrepresentation.

We will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 

If our provision of the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.

Survival

The sections titled “The relationship between You, the Customer and Us”, “Limitation of liability” and “Survival” and all of the provisions under the general heading “General provisions” will survive any termination or expiry of the User Terms.

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General provisions

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Email notices

Except as otherwise set forth herein, all notices under the User Terms will be by email. Notices to Howamigoing should be sent to support@howamigoing.com. A notice will be deemed to have been duly given the day after it is sent. Notices under the Contract will be delivered solely to the Customer in accordance with the terms of that agreement.

Privacy policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.

Modifications

As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by a party to exercise any right or remedy provided under the User Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

Severability

The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is or becomes invalid, illegal or unenforceable, the provision will be deemed modified so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect. If such modification is not possible, the provision shall be deemed deleted but that shall not affect the validity and enforceability of the rest of the User Terms.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets.

Governing law for disputes

These User Terms are governed by English law and you can bring legal proceedings in respect of these User Terms in the English courts. If you live in Scotland you can bring legal proceedings in respect of these User Terms in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of these User Terms in either the Northern Irish or the English courts.