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REVOLUT PEOPLE
TERMS AND CONDITIONS
These Terms govern the use of the Revolut People product by the legal entity
using the Services under these Terms. Please read the Terms carefully before you
start using Revolut People. By accepting these Terms, you agree to be legally
bound by these Terms.
1. DEFINITIONS
The following definitions apply in these Terms:
1. Affiliate means any entity that directly or indirectly controls, is
controlled by, or is under common control with, a party.
2. Applicable Laws means any statutes, statutory instruments, laws,
directives, regulations, orders or other legal requirements in the UK
and EEA, relevant to the activities contemplated by these Terms.
3. Business Day means a day other than a Saturday, Sunday or public
holiday in England when banks in London are open for business.
4. Confidential Information means all information that has been or will be
disclosed by or on behalf of either party (as applicable, such entities
collectively, the “Disclosing Party”) to the other party or its
Affiliates (collectively, the “Receiving Party”) that is designated as
confidential or that, given the nature of the information or the
circumstances surrounding its disclosure, reasonably should be
considered as confidential, including any third party information that
the Disclosing Party may have access to under these Terms or other
agreement, regardless of whether or not such disclosure or access is
made verbally, in writing, in hard copy or electronic format, or
otherwise. “Confidential Information” includes, without limitation, all
information regarding Revolut People, the Services, the Documentation,
marketing data, business plans, and technical information.
5. Customer Data means any data (excluding User Data or personal data)
which Revolut accesses or obtains as a result of your use of the
Services, including (but not limited to) the number of current active
employees in your organisation, the number of your daily active Users,
the projected growth of your organisation and the most used features by
your employees.
6. Data Processing Addendum means the data processing addendum appended to
these Terms.
7. Dispute Notice has the meaning given to it in clause 24 (Dispute
Resolution).
8. Documentation has the meaning given to it in clause 2 (Revolut People,
the Services and the Documentation).
9. Effective Date means the date on which we provide you with access to
Revolut People and the Services.
10. Force Majeure means any cause affecting, preventing or hindering the
performance by a party of its obligations (other than payment
obligations) under these Terms arising from acts, events, omissions or
non-events beyond its reasonable control, including, by way of example,
power outages, third party technical malfunctions, acts of God, riots,
war, acts of terrorism, fire, flood, storm, pandemics (other than
COVID-19 and its variants), earthquake, governmental action (excluding
regulatory change), labour dispute (save where such dispute involves
personnel of the non-performing party or its Affiliates or
subcontractors) and any similar event beyond the reasonable control of
the non-performing party, but does not include interruptions to
internet, other communications or utilities.
11. Free Trial Plan has the meaning given to it in clause 19 (Free Trial
Plan).
12. Indemnified Claim has the meaning given to it in clause 16
(Indemnification).
13. Indemnified Party has the meaning given to it in clause 16
(Indemnification).
14. Indemnifying Party has the meaning given to it in clause 16
(Indemnification).
15. Intellectual Property Rights means patents, utility models, rights to
inventions, copyright and neighbouring and related rights, moral
rights, trademarks and service marks, business names and domain names,
rights in get-up and trade dress, goodwill and the right to sue for
passing off or unfair competition, rights in designs, rights in
computer software, database rights, rights to use, and protect the
confidentiality of, information (including know-how and trade secrets),
and all other intellectual property rights, in each case whether
registered or unregistered, and including all applications and rights
to apply for and be granted, renewals or extensions of, and rights to
claim priority from, such rights and all similar or equivalent rights
or forms of protection which subsist, or will subsist now or in the
future, in any part of the world.
16. Invoice means the invoice sent to you containing the order details
related to the Services.
17. Order Form means the document that may be executed between You and Us
containing the order details relating to the Services.
18. Revolut means Revolut Ltd, a company incorporated in England and Wales
with company number 08804411 and whose registered office is at 7
Westferry Circus, Canary Wharf, London, E14 4HD, United Kingdom.
19. Revolut Indemnified Parties has the meaning given to it in clause 16
(Indemnification).
20. Revolut People Landing Page means the website page found at this
hyperlink: https://revolutpeople.com.
21. Sales Tax has the meaning given to it in clause 3 (Payment Terms).
22. Services has the meaning given to it in clause 2 (Revolut People, the
Services and the Documentation).
23. Subscription Fees means the fees you will pay for using Revolut People
and the Services, as set out on the Revolut People Landing Page. The
Subscription Fees may be updated from time to time in accordance with
clause 3.1 (Payment Terms).
24. Subscription Term means the period set out in the Invoice or the Order
Form starting on the Effective Date, unless terminated earlier in
accordance with these Terms.
25. Third Party Software has the meaning given to it in clause 8
(Disclaimers).
26. Users means employees of your organisation (including employees of your
Affiliates) that use Revolut People.
27. User Data means your personal data and personal data of your Users
gathered pursuant to your use of Revolut People.
2. REVOLUT PEOPLE, THE SERVICES AND THE DOCUMENTATION
1. Revolut People is a cloud-based SaaS platform, which provides a solution
to enable businesses to manage their employees. Pursuant to these Terms,
Revolut will grant you with a licence to use Revolut People for your
organisation.
2. Revolut and our Affiliates will provide you with the services, as
described on the Revolut People Landing Page and in the Documentation
(the “Services”).
3. These Terms shall be read in conjunction with the documentation that
Revolut will make reasonable efforts to provide to you at the start of
the Subscription Term. This documentation outlines the technical
specifications and requirements to enable the delivery of the Services
to you and supports your use of Revolut People (the “Documentation”).
4. If there is any inconsistency or conflict between these Terms, or any
other documents referred to in it or annexed to it, the following order
of precedence shall apply: (i) the Data Processing Addendum; (ii) the
Order Form; (iii) these Terms; and (iv) the Documentation.
5. You acknowledge that Revolut People is an unregulated service.
3. PAYMENT TERMS
1. The Subscription Fees are charged on a per User basis, and are set out
in more detail on the Revolut People Landing Page. Revolut reserves the
right to change the Subscription Fees at any time subject to providing
you with a minimum of fifty (50) Business Days written notice, and this
change will apply when your Subscription Term renews.
2. We will charge you the Subscription Fees for the Subscription Term by
sending you the Invoice at the beginning of the Subscription Term.
3. In the event that the total number of Users of Revolut People has
exceeded the amount that is specified in your Invoice or Order Form,
Revolut may charge you in arrears for the additional Subscription Fees
that are due based on the number of additional Users.
4. Invoices for the Subscription Fees are payable in full within seven (7)
days of the applicable Invoice date, unless otherwise specified in the
Order Form.
5. If you do not pay any amount payable under these Terms by the due date
for such payment, we may charge you interest, which will accrue on a
daily basis at a rate of 5% per annum above the Bank of England base
rate and if the Bank of England base rate is below zero, at a rate of 5%
per annum. Interest is calculated from the due date until such date as
the payment is actually made.
6. The Subscription Fees are exclusive of any applicable sales tax, value
added tax (VAT), goods and services tax, or other equivalent tax that is
chargeable in any relevant jurisdiction ("Sales Tax"). You shall, on
receipt of a valid Sales Tax invoice from us, pay such additional
amounts in respect of Sales Tax as are chargeable on a supply of Revolut
People and the Services.
4. CREATING AN ACCOUNT
1. In order to use Revolut People, a designated employee of your
organisation will need to create a Revolut People account.
2. In order to create a Revolut People account, your designated employee
will be asked to provide details including their name, email address,
phone number, your organisation name and the number of Users at your
organisation. These details will be used in accordance with our Customer
Privacy Notice.
3. You will also be required to create a password at this stage. You are
responsible for maintaining the confidentiality of your password. You
must notify us immediately in the event that you become aware of
unauthorised access to your account or password.
5. GRANT OF LICENCE
1. Revolut grants you a limited, non-exclusive, non-sublicensable,
non-transferable licence, to access and use Revolut People, the Services
and the Documentation during the Subscription Term.
2. Revolut People, the Services and the Documentation may be used by your
Affiliates on the same terms as those that apply to you.
6. RESTRICTIONS ON USE
1. You must only use the Revolut People product, Services and Documentation
for internal business purposes.
2. You warrant that all Users will be 18 years of age or older.
3. You must not, and you will not permit any third party to:
1. use Revolut People other than in accordance with these Terms and all
Applicable Laws;
2. use Revolut People in any manner or for any purpose that infringes,
misappropriates, or otherwise violates the right of any third party,
including (but not limited to) the Intellectual Property Rights,
data protection and privacy rights of any third party;
3. install, or otherwise introduce, harmful code or viruses onto
Revolut People;
4. use Revolut People for illegal or prohibited purposes such as
uploading content which is fraudulent, defamatory, sexually
explicit, abusive, knowingly false or misleading, libellous, racist
or encourages criminal behaviour;
5. rent, lease, lend, sell, sub-licence, assign, distribute or transfer
in whole or in part the right granted to you to use Revolut People;
6. work around, or attempt to bypass, any of the technical limitations
of Revolut People and/or enable functionality that is disabled or
prohibited;
7. reverse engineer or attempt to reverse engineer, de-compile,
disassemble or otherwise attempt to gain access to the source code,
object code or underlying structure, ideas or algorithms of Revolut
People;
8. copy, modify, translate, or create derivative works based on Revolut
People;
9. access Revolut People, the Services or the Documentation in order to
build a product that competes with Revolut People;
10. use Revolut People, the Services or the Documentation to provide
services to third parties;
11. attempt to remove any proprietary notices from Revolut People; or
12. perform or attempt to perform any actions that interfere with the
normal operation of Revolut People or affect use of Revolut People
by other users.
4. If you fail to comply with any of the above restrictions, without
prejudice to any other rights or remedies that we may have, Revolut may
suspend or terminate your access to Revolut People with immediate
effect.
7. REPRESENTATIONS AND WARRANTIES
1. Revolut warrants to you that during an applicable Subscription Term the
Services shall be performed with reasonable care and in accordance with
the Documentation in all material aspects. In the event that the
Services fail to conform to this warranty, your exclusive remedy and
Revolut’s entire liability shall be that Revolut shall exercise
commercially reasonable efforts at its expense to:
1. modify the Service to materially conform to the functionality set
forth in the Documentation, and
2. re-perform the Services in compliance with this warranty.
2. By accepting these Terms, you represent and warrant that:
1. You have full capacity, power and authority to accept these Terms;
2. There are no material actions, suits or proceedings or regulatory
investigations pending or, to your knowledge, threatened against or
affecting you before any court or administrative body or arbitration
tribunal that might affect your ability to meet and carry out your
obligations under these Terms;
3. You have obtained all requisite regulatory approvals, licences,
consents, rights and permits to perform your obligations under these
Terms; and
4. You have obtained all relevant permissions and consent to provide the
User Data to us.
3. By accepting these Terms, you undertake that:
1. You will be liable for the acts and omissions of your Affiliates,
Users, and you Affiliates’ Users; and
2. You will provide reasonable assistance to Revolut to allow it to
perform its obligations under these Terms.
3. You will be solely responsible for ensuring your compliance with all
Applicable Laws.
8. DISCLAIMERS
By accepting these Terms, you acknowledge and agree that:
1. Except as expressly set forth in these Terms, Revolut People and the
Services are provided on an “as is” basis, and Revolut disclaims all
warranties, representations and conditions whether express, implied,
statutory or otherwise to the fullest extent permitted by law.
2. Revolut does not warrant or undertake that Revolut People and the
Services will enable or ensure that you comply with Applicable Laws.
3. Certain features or functionalities of Revolut People and the Services
may rely on or integrate with third-party software, applications, or
services (the “Third Party Software”). Your use of Third Party Software
may be subject to the terms and conditions imposed by the respective
third-party providers, and Revolut makes no representations or
warranties regarding the quality, performance, or security of any Third
Party Software.
9. UPDATES TO THE PRODUCT AND UPTIME
Revolut reserves the right at any time to make changes to Revolut People
without notice to you and at its sole discretion. Revolut will not be
liable to you for any disruption as a result of such changes and Revolut
does not guarantee uptime of Revolut People.
10. INTELLECTUAL PROPERTY RIGHTS
1. Revolut shall retain all Intellectual Property Rights in Revolut People,
the Services and the Documentation including all improvements,
enhancement and modifications thereto. You are not granted any
Intellectual Property Rights in the foregoing, or any right to use the
Revolut trademark, logo, or brand features.
2. You grant Revolut and our Affiliates a worldwide, non-exclusive, royalty
free licence to use, adapt and modify the User Data solely for the
purpose of providing the Services pursuant to these Terms.
3. You retain all rights, title and interest in the User Data.
11. FEEDBACK AND CUSTOMER DATA
1. If you or any of your Users provide Revolut with ideas, suggestions,
enhancement requests, feedback or recommendations regarding Revolut
People, the Services or the Documentation (“Feedback”), the Feedback
shall be deemed to be provided on a non-confidential and non-proprietary
basis. Revolut shall be able to use the Feedback without being subject
to any restriction, or any requirement to provide compensation or
attribution to you.
2. You acknowledge and agree that Revolut may use Customer Data to:
1. provide you with the Services; and
2. aggregate and de-identify Customer Data and use this for its own
commercial purposes, including for the purpose of carrying out
analytics, research and for marketing purposes.
12. DATA PROTECTION
In order to provide Revolut People, Revolut acts as Data Processor and
collects, processes and stores data including personal information of the
Users. The legal entity using the Services under these Terms is acting as
Data Controller and is fully responsible for evaluating whether its use of
the Services is compliant with any Data Protection Laws that may be
applicable to it. Data protection related obligations of the Parties are
established in the Data Processing Addendum.
13. CONFIDENTIALITY
1. Each party undertakes that it shall at any time during the Subscription
Term, and for a period of five (5) years after termination or expiry of
the Subscription Term, not disclose to any person, or authorise the
disclosure of, any Confidential Information, except as permitted by this
clause 13 (Confidentiality).
2. Each party may disclose the other party's Confidential Information:
1. to its Affiliates and its and their employees, officers,
representatives, subcontractors or advisers who need to know such
information for the purposes of carrying out the relevant party's
obligations under these Terms (“Permitted Recipients”). Each party
shall ensure that its Permitted Recipients are aware of the
confidential nature of the Confidential Information and comply with
this clause 13 (Confidentiality); and
2. as may be required by law or a court, governmental body or regulatory
authority of competent jurisdiction, provided that, to the extent it
is permitted to do so, it shall:
1. notify the other party as soon as practicable upon becoming aware
of the obligation to disclose and, to the extent that it is
prevented from notifying the other party, it shall use
commercially reasonable efforts to challenge any restriction on
disclosure of the request to the other party, which shall include
applying to the court for the removal of such restriction where
applicable; and
2. at the other party’s request, use commercially reasonable efforts
(and, where applicable, in cooperation with the other party) to
avoid or limit the disclosure and obtain assurances as to the
confidentiality and use of the data from the body to whom the
Confidential Information is to be disclosed.
3. Neither party shall use the other party's Confidential Information for
any purpose other than to perform its obligations under these Terms.
4. The Receiving Party will notify the Disclosing Party as soon as possible
of any incident of unauthorised access to or use of Confidential
Information of the Disclosing Party or and any other breach in the
Receiving Party’s security that affects the Disclosing Party or
Confidential Information relating to the Disclosing Party.
5. The Receiving Party will take any and all appropriate actions to address
any incident of unauthorised access to or use of Confidential
Information relating to the Disclosing Party.
6. This clause 13 (Confidentiality) shall not apply to Confidential
Information to the extent that:
1. it is or becomes publicly available without breach of these Terms;
2. was known by the Receiving Party without any obligation of
confidentiality prior to its receipt from the Disclosing Party;
3. is rightfully disclosed to the Receiving Party from any third party
without any obligation of confidentiality towards the Disclosing
Party; or
4. is independently developed by the Receiving Party without use of or
reference to any Confidential Information.
7. Confidential Information remains the exclusive property of the party
owning it.
14. PROMOTIONAL USES AND ACTIVITIES
1. You grant to Revolut a non-exclusive, non-transferable, revocable,
worldwide, royalty-free right during the Term to use your name and
trademark to identify Revolut as your provider of people management
services.
2. Revolut may use your name and logo as follows:
1. on Revolut’s webpages that identify customers of Revolut People, for
the sole purpose of identifying you as a customer of Revolut People;
and
2. in Revolut’s sales and marketing materials and communications
(including in press announcements and blog posts on Revolut’s
websites), and financial disclosure documents, for the sole purpose
of identifying you as a user of Revolut People.
3. Revolut may request that you participate as a reference customer in a
case study regarding your use of Revolut People. By accepting these
Terms, you agree to collaborate with Revolut to create a case study.
15. INDEPENDENT CONTRACTORS
The relationship between you and Revolut shall at all times be that of
independent contractors. No employment relationship, partnership, joint
venture or agency is formed between us by these Terms.
16. INDEMNIFICATION
1. Revolut shall indemnify you from and against any direct claims, suits,
hearings, actions and all reasonably foreseeable and legally enforceable
direct losses, damages, liabilities, fines, penalties, costs, losses,
judgments or expenses (including reasonable attorneys’ fees, legal costs
and VAT), incurred by you as a result of a third party claim that the
use of Revolut People or the Services in accordance with these Terms
infringes any Intellectual Property Rights belonging to a third party
(each an “Indemnified Claim”).
2. Notwithstanding the foregoing, if Revolut reasonably believes that your
use of any portion of Revolut People or the Services is likely to be
enjoined by reason of any Indemnified Claims then Revolut may, at its
expense and in its sole discretion: (i) procure for you the right to
continue using Revolut People or the Services; (ii) replace the same
with other products having substantially equivalent functions that are
not subject to any Indemnified Claims of infringement; or (iii) modify
Revolut People or the Services so that there is no longer any
infringement, provided that such modification does not materially and
adversely affect the functional capabilities of Revolut People or the
Services. If (i), (ii), and (iii) above are not available on
commercially reasonable terms in Revolut’s judgement, Revolut may
terminate the affected parts of Revolut People or the Services and
refund to you the fees paid by you covering the remaining portion of the
applicable Subscription Term after the date of termination.
3. Revolut’s obligations in this clause 16 (Indemnification) do not apply
to the extent the Indemnified Claim is caused by or related to:
1. your failure to implement Revolut People or the Services in
accordance with the Documentation, unless modifications or amendments
to Revolut People or the Services are agreed by the parties in
writing;
2. your breach of these Terms; or
3. your gross negligence, fraud or willful misconduct.
4. You agree to indemnify, defend and hold harmless Revolut and each of its
Affiliates, and their officers, directors, employees, subcontractors and
agents (“Revolut Indemnified Parties”), against all claims, actions,
proceedings, losses, damages, expenses and costs brought against any
Revolut Indemnified Parties (including, without limitation, reasonable
legal fees and other litigation expenses) incurred by the Revolut
Indemnified Parties, arising out of or relating to:
1. a claim that the User Data provided by you or any Affiliate in
connection with your use of Revolut People infringes any third
parties’ Intellectual Property Rights;
2. a claim that arises as a result of you, an Affiliate, your Users or
the Users of your Affiliates using Revolut People in a manner
contrary to these Terms;
3. a violation of Applicable Laws in connection with use by you or any
Affiliate of Revolut People; and
4. a violation of these Terms by you or any Affiliate.
5. As a condition for the indemnifying party (“Indemnifying Party”) to
fulfil its obligations outlined in this clause 16 (Indemnification), the
party to be indemnified (“Indemnified Party”) shall:
1. promptly notify Indemnifying Party in writing upon becoming aware of
the Indemnified Claim;
2. allow the Indemnifying Party, at its own cost, to conduct all
negotiations and proceedings and to settle the Indemnified Claim,
always provided that the Indemnifying Party shall obtain Indemnified
Party’s prior approval of any settlement terms, such approval not to
be unreasonably withheld;
3. provide the Indemnifying Party with such reasonable assistance
regarding the Indemnified Claim as is required by the Indemnifying
Party, subject to reimbursement by the Indemnifying Party of
Indemnified Party’s costs incurred; and
4. not make any admission relating to the Indemnified Claim or attempt
to settle it without prior consultation with the Indemnifying Party,
provided that the Indemnifying Party considers and defends any
Indemnified Claim diligently, using competent counsel and in such a
way as not to bring the reputation of Indemnified Party into
disrepute.
6. If Indemnifying Party does not elect to defend the Indemnified Claim or
does not actively defend the Indemnified Claim, then Indemnified Party
will have the right to defend or settle the Indemnified Claim in the
manner it considers appropriate, at the cost of the Indemnifying Party
and the Indemnifying Party will give Indemnified Party all reasonable
assistance with the conduct of the defence and settlement of the
Indemnified Claim.
17. LIMITATION OF LIABILITY
1. To the extent permitted by law, neither party shall be liable for any
indirect or consequential losses arising from or in connection with
these Terms (including any of its addendums).
2. Nothing in these Terms excludes your liability for any breach,
infringement or misappropriation of Revolut’s Intellectual Property
Rights.
3. The maximum liability of Revolut in respect of any claims in connection
with these Terms whether in tort (including negligence), contract,
misrepresentation, pursuant to warranty or otherwise pursuant to these
Terms, shall be limited to an amount equal to the value of 12 months of
Subscription Fees paid or payable under these Terms.
4. You agree that Revolut shall not be liable for any breach by you of
local labour laws.
5. Liability is only limited to the extent permitted by Applicable Laws,
and these Terms do not limit liability for fraud, fraudulent
misrepresentation, death or personal injury caused by negligence or
willful misconduct, or any other liability which cannot be lawfully
excluded or limited.
6. Each party shall take reasonable steps to mitigate the effects of any
loss, damage, injury, claims, demands, costs, liability, proceedings and
expenses which may give rise to a claim by it under these Terms, and
shall give the other party notice as soon as possible once it becomes
aware of any matter or event which could lead to an amount becoming due
under these Terms.
18. TERM
1. These Terms will apply for the duration of the Subscription Term and
will automatically renew for successive periods of the same length as
the initial Subscription Term, unless terminated earlier in accordance
with clause 20 (Suspension and Termination).
2. On termination of these Terms for any reason:
1. all licences granted under these Terms shall immediately terminate
and you shall immediately cease all use of Revolut People, the
Services and/or the Documentation;
2. you will immediately destroy the Documentation that you have received
if requested to do so by Revolut; and
3. any rights, remedies, obligations or liabilities of the parties that
have accrued up to the date of termination, including the right to
claim damages in respect of any breach of the Terms which existed at
or before the date of termination shall not be affected or
prejudiced.
3. The provisions of clauses 6 (Restrictions on Use), clauses 13
(Confidentiality), 14 (Promotional Uses and Activities), 16
(Indemnification), 17 (Limitation of Liability) and 24 (Dispute
Resolution) will survive the termination or expiration of these Terms.
19. FREE TRIAL PLAN
1. Revolut may make the Services available to You on a trial basis (“Free
Trial Plan”). If You are using the Free Trial Plan, You are granted a
limited right to access and use Services for evaluation purposes during
the trial period designated in the Order Form (or, if no period is
designated, for a maximum of seven (7) days from the Effective Date),
together with any extension that Revolut may agree in writing. Your use
of the Services is governed by these Terms as modified by this clause
19. In addition, the following specific provisions apply:
1. Free Trial Plan may be limited in functionality and may incorporate
only specific products and services, all as determined by Revolut in
its sole discretion;
2. Revolut does not guarantee that it will continue to make available
the Free Trial Plan under these Terms or at all;
3. At the end of the Free Trial Plan period, you can choose to switch to
a paid plan at the current Subscription Fees; and
4. During the Free Trial Plan period, Revolut shall have no liability
whether in tort, contract, misrepresentation or otherwise pursuant to
these Terms, including in relation to liability arising out of
breaches of the Data Processing Addendum.
2. You will cooperate with us in good faith and in a timely and efficient
manner during the Free Trial Plan period in order to enable us to
identify and resolve issues that arise during your use of Revolut
People. If necessary, we may request that you provide us with access to
your software for the sole purpose of resolving such issues. In this
event, you will provide us with access and you will be responsible for
informing us of the restrictions and security requirements that apply to
our access to your software.
20. SUSPENSION AND TERMINATION
1. Either party may terminate these Terms or your access to Revolut People
at any time for any reason, subject to giving at least forty-five (45)
days prior written notice of such termination. No refunds of prepaid
Subscription Fees shall be made to you in connection with any
termination or expiration of these Terms, unless the termination results
from a breach of these Terms by Revolut.
2. We may immediately suspend your access to Services if you do not pay
your Invoice by the due date.
3. Without prejudice to any other right or remedy it may have, either party
(the "Non-Defaulting Party") may terminate these Terms with immediate
effect by giving written notice to the other party within ten (10) days
of becoming aware that any of the following events have occurred in
respect of the other party (the "Defaulting Party"):
1. the Defaulting Party commits a material breach of these Terms and,
within twenty (20) days after receiving written notice from the
Non-Defaulting Party specifying the breach and requiring the breach
to be remedied, the Defaulting Party fails to remedy such breach (if
capable of remedy);
2. the Defaulting Party commits a series of breaches of these Terms that
may not themselves be material, are notified to the Non-Defaulting
party and in each case, fail to be uncured within twenty (20) days of
such notice – if in aggregate such uncured breaches would amount to a
material breach;
3. the Defaulting Party ceases or threatens to cease to carry on
business or has become insolvent within the meaning of any Applicable
Law;
4. if an annual vendor due diligence or sanction audit shows the other
Party is on any list of prohibited or restricted parties list
maintained by the United Kingdom, European Union or its Member States
or other applicable government authority.
4. Revolut may terminate these Terms with immediate effect by giving
written notice to you if you do anything which in the opinion of Revolut
(acting reasonably) materially and detrimentally affects the reputation
of Revolut.
21. VARIATION OF TERMS
We may vary these Terms at any time subject to providing you with notice.
It is your responsibility to comply with our Terms, and your continued use
of Revolut People following any variations will be deemed as acceptance of
the modified Terms.
22. NOTICES
1. Any notice given under or in connection with these Terms shall be in
English, in writing and sent by email. Notices shall be deemed to have
been received on the day the email was sent.
2. All notices to Revolut shall be sent to contact@revolutpeople.com, with
a copy to legalnotices@revolut.com.
23. HOW TO MAKE A COMPLAINT
If you’re unhappy with our service, please contact us. You can contact us
by email at: complaints@revolutpeople.com. We’ll look into your complaint
and respond to you by email.
24. DISPUTE RESOLUTION
If any dispute arises in connection with these Terms, then a party shall
give to the other party written notice of the dispute, setting out its
nature and full particulars of the dispute, together with relevant
supporting documents ("Dispute Notice"). On service of the Dispute Notice,
the representatives of the parties shall attempt in good faith to resolve
the dispute. If such persons are unable to resolve the dispute within
thirty (30) calendar days (or such a longer period of time as mutually
agreed in writing between the parties) from the date one party has served a
Dispute Notice on the other party, either party may commence legal
proceedings in relation to the dispute.
25. GOVERNING LAW AND JURISDICTION
These Terms and any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with it or its subject matter or
formation shall be governed by and construed in accordance with the laws of
England and Wales. Each party agrees that the courts of England shall have
exclusive jurisdiction to settle any dispute that may arise out of or in
connection with these Terms.
26. MISCELLANEOUS
1. These Terms represent the entire agreement between you and Revolut and
supersede any previous related discussions or agreements in relation to
the subject matter.
2. Only you and Revolut have any rights under these Terms. No other person
will have any right under the Contracts (Rights of Third Parties) Act
1999 to enforce any of its terms.
3. You may not assign your rights under these Terms or subcontract any of
your obligations to anyone else without our prior written consent. We
may assign our rights or obligations under these Terms at any time.
4. Neither party will be in breach of these Terms if such delay or failure
results from Force Majeure. The party whose performance has been
delayed, shall promptly give notice to the other party of the delay. In
the event of Force Majeure persisting for more than 20 continuous
Business Days, either party shall be entitled to terminate your
subscription in Revolut People with immediate effect by giving notice to
the other party.
5. A delay in exercising, or a failure to exercise, any rights in these
Terms does not operate as a waiver of those rights. A waiver of a breach
under these Terms shall not constitute a waiver of any subsequent
breach.
6. If any provision of these Terms is invalid, illegal or unenforceable,
then that provision will be severed, and the remainder of the provisions
will continue in full force and effect.
7. These Terms are non-exclusive and Revolut may enter into similar
agreements with third parties. Revolut makes no representation that
these Terms are similar to or the same as the terms of any other
agreement it has entered, or may enter into, with any third party.
DATA PROCESSING ADDENDUM
This Data Processing Addendum (“DPA”) is incorporated into the Revolut People
Terms and Conditions (“Principal Agreement”). For the Purposes of this DPA, the
Party accepting the Terms is the Controller.
1. DEFINITIONS
1. ‘Data Protection Laws’ means any applicable law relating to the
protection of personal data or privacy, including the UK Data Protection
Laws, the EU Data Protection Laws and the Swiss Data Protection Laws (as
applicable).
2. ‘EU Data Protection Laws’ means the General Data Protection Regulation
((EU) 2016/679) (‘GDPR’) and any applicable national implementing laws,
regulations and secondary laws, as amended or updated from time to time.
3. ‘In-Scope Personal Data’ has the meaning given to it in Annex A (Data
Processing Information).
4. ‘Processing Purpose’ has the meaning given to it in Annex A (Data
Processing Information).
5. ‘Services’ means the services to be provided by Revolut under the
Principal Agreement.
6. ‘Swiss Data Protection Laws’ means the Swiss Federal Data Protection Act
of 25 September 2020 including its implementing ordinances (Bundesgesetz
über den Datenschutz) (‘FADP’), in each case, as amended, superseded or
replaced from time to time.
7. ‘UK Data Protection Laws’ means (i) the UK GDPR; and (ii) the Data
Protection Act 2018, together with any laws implementing, supplementing
or replacing the same.
8. ‘UK GDPR’ has the meaning given to it in section 3(10) (as supplemented
by section 205(4)) of the Data Protection Act 2018.
9. The terms ‘Controller’, ‘Processor’, ‘Data Subject’, ‘Personal Data’,
‘Personal Data Breach’, ‘Process’ (including ‘processing’) and
‘Supervisory Authority’ have the meanings given to them in the Data
Protection Laws.
10. Any other terms used, but not defined in, this DPA will have the
meanings given to them in the Principal Agreement.
2. RELATIONSHIP OF THE PARTIES
1. The parties acknowledge that for the purposes of the Data Protection
Laws, Controller is the Controller and Revolut is a Processor in respect
of the In-Scope Personal Data.
2. Both parties will comply with all applicable requirements of the Data
Protection Laws. This obligation is in addition to, and does not relieve,
remove or replace, a party's obligations under the Data Protection Laws.
3. Annex A (Data Processing Information) describes the subject matter,
duration, nature and purpose of the processing, as well as the Personal
Data categories and Data Subject types which Revolut may process to
fulfil the Processing Purpose.
4. Revolut will not process In-Scope Personal Data for any purpose other
than the Processing Purpose.
3. CONTROLLER OBLIGATIONS
1. Without prejudice to the generality of this DPA, Controller warrants that
it has all necessary appropriate consents and notices in place to enable
the lawful transfer of In-Scope Personal Data to Revolut for the duration
and purposes of this DPA and the Principal Agreement.
2. Controller will be fully responsible for ensuring that it has an
appropriate legal basis for any collection or processing of personal data
of employees or prospective employees through the Services.
4. PROCESSOR OBLIGATIONS
1. Without prejudice to the generality of this DPA, Revolut will, in
relation to any In-Scope Personal Data processed for the Processing
Purpose under this DPA:
1. process In-Scope Personal Data only on the instructions of the
Controller (as set out in this Agreement) unless Revolut is required
by the laws of the United Kingdom, any member state of the European
Union, Switzerland or by the laws of the European Union applicable to
Revolut (“Applicable Laws”) to otherwise process such Personal Data.
Where Revolut relies on Applicable Laws as the basis for processing
In-Scope Personal Data, Revolut will promptly notify Controller of
this before performing the processing required by the Applicable Laws,
unless those Applicable Laws prohibit Revolut from doing so;
2. notify Controller without undue delay if it considers that any of
Controller’s instructions conflict with Data Protection Laws;
3. implement appropriate technical and organisational measures, including
the measures set out in Annex C (Technical and Organisational
Measures), to protect against unauthorised or unlawful processing of
In-Scope Personal Data and against accidental loss or destruction of,
or damage to, In-Scope Personal Data, appropriate to the harm that
might result from the unauthorised or unlawful processing or
accidental loss, destruction or damage and the nature of In-Scope
Personal Data, having regard to the state of technological development
and the cost of implementing any measures;
4. ensure that all personnel who have access to and/or process In-Scope
Personal Data are obliged to keep the In-Scope Personal Data
confidential;
5. to the extent necessary and technically possible, assist Controller in
responding to any request from a Data Subject and in ensuring
compliance with Controller’s obligations under Data Protection Laws
with respect to data security, impact assessments and consultations
with Supervisory Authorities or regulators;
6. notify Controller without undue delay after becoming aware of a
Personal Data Breach, and provide Controller with such assistance as
it may reasonably require to comply with its obligations in respect of
such Personal Data Breach under Data Protection Laws;
7. at the written direction of the Controller, delete or return In-Scope
Personal Data and copies thereof to Controller on termination of the
Principal Agreement unless required by Applicable Laws to store the
In-Scope Personal Data. If Controller does not instruct Revolut to
either delete or return the In-Scope Personal Data upon the
termination of the Principal Agreement, Revolut will delete the
In-Scope Personal Data within 90 days following the date of
termination;
8. maintain complete and accurate records of processing and information
to demonstrate its compliance with this DPA, and provide Controller
with a copy of such information upon request;
9. in the event Controller does not consider the information provided
pursuant to paragraph 4.1.8 to be sufficient to determine Revolut’s
compliance with its obligations under this DPA, allow Controller or
its designated auditor (provided such auditor is not a competitor of
Revolut) to conduct audits of Revolut’s facilities, provided that:
1. Controller must give at least 30 days’ prior written notice of any
such audit;
2. any audit shall be conducted during normal business hours and
Controller shall minimise the disruption caused by the audit to the
greatest extent possible;
3. Controller shall bear the costs involved in the audit; and
4. Controller shall only be permitted to carry out an audit once per
calendar year during the Subscription Term.
5. SUB-PROCESSORS
1. Controller grants its general authorisation to Revolut to appoint third
parties to process In-Scope Personal Data on Revolut’s behalf for the
Processing Purpose (“Sub-Processor”). If Revolut wishes to appoint or
change any Sub-Processor, Revolut will notify the Controller in advance
thereby giving Controller a reasonable opportunity to object to such
appointment or change. For the avoidance of doubt, Controller consents to
Revolut appointing the Sub-Processor(s) listed in Annex B (Approved
Sub-Processors) as at the date of this DPA.
2. In respect of each Sub-Processor, Revolut will:
1. enter into a written agreement incorporating terms which are
substantially similar to those set out in this DPA; and
2. remain fully liable to the Controller for all acts or omissions of the
Sub-Processor.
3. It is hereby clarified that third-party partners, whose integrations
available through Revolut People, are not considered sub-processors under
this DPA. These third-party integration partners operate independently
and are solely responsible for their own data processing activities.
Revolut does not have control over, nor assumes liability for, the data
processing activities conducted by these third parties.
6. COSTS
Revolut will be entitled to charge Controller reasonable costs in connection
with any assistance it provides to Controller upon Controller’s request
pursuant to paragraph 4.1.5.
7. ORDER OF PRECEDENCE
In the event of any conflict between any provision of this DPA and any
provision of the Principal Agreement, the provision of this DPA will
prevail.
8. LIMITATION OF LIABILITY
Revolut’s liability in connection with this DPA will be subject to the same
exclusions and caps on liability as set out in the Principal Agreement.
ANNEX A
Data Processing Information
Subject matter and purpose of the processingRevolut will only process the
In-Scope Personal Data for the provision of the Revolut People services
(“Processing Purpose”).
Nature of processingThe specific processing activities carried out by Revolut to
perform the Processing Purpose may include:
* data hosting;
* transmission;
* de-bugging (technical analysis and remediation);
* structuring;
* analysis and research;
* meeting transcription and summarisation.
Duration of the processingThe term of the Principal Agreement.
Types of Personal DataRevolut may process all types of Personal Data uploaded to
Revolut People by the Controller when performing the Processing Purpose,
including but not limited to:
* names
* contact details
* employment details (such as employee performance data, attendance data,
diversity data, salary information and any other employment details)
* meeting transcripts and summaries
(collectively, “In-Scope Personal Data”)
Categories of Data SubjectsData Subjects include Users (employees, prospective
employees and job candidates of Controller)
ANNEX B
Approved Sub-Processors
Sub-Processor nameGoogle Cloud
Location of processingUK and EU
Nature and purpose of processingData hosting
Sub-Processor nameOpenAI, LLC
Location of processingUSA
Nature and purpose of processingGenerative AI service provider used for
AI-enabled features (such as video meeting summarisation)
ANNEX C
Technical and Organisational Measures
The technical and organisational measures implemented by Revolut to protect the
In-Scope Personal Data will include the following:
Security Programme and Policies
Revolut maintains a security programme which includes documented policies which
are updated and approved annually and communicated to appropriate personnel,
assigned roles and responsibilities for security management and activities, and
ongoing monitoring and review of security controls, systems and procedures.
Information Security Controls
Revolut has implemented a comprehensive suite of preventative, detective and
corrective controls to protect the confidentiality, integrity and availability
of customer data, these cover:
* Human resource security
* Asset management
* Access control management
* Physical & environmental controls
* Vulnerability management
* Logging & monitoring
* Anti-malware protections
* Network security
* Software development & change management
* Third party risk management
* Incident management
* Operational resilience & business continuity testing
Governance & Compliance
Revolut maintains a programme of internal and external audit & assurance to
ensure continuing compliance with over-arching regulatory and industry
requirements. Revolut has completed a SOC2 Type 2 audit to provide an
independent report on the operating effectiveness of all of its controls in
respect to Security, Confidentiality and Availability. Revolut maintains a PCI
DSS and PCI 3DS compliant environment to ensure the security of card-handling
processes & systems.