This Online Services Agreement (the "Agreement") and the terms within ("Terms") describe your rights and responsibilities when using divergent's consumer products, websites, and services listed at the end of these Terms (the "Services"). Please read them carefully. You accept these Terms whenever you use the Services, creating and using a divergent Account, or by continuing to use the Services after being notified of a change to these Terms. These Terms may also apply to you when you are accessing a product offered by your organisation, and they may be supplemented with additional terms from your organisation directly.
This Agreement is a legally binding contract between you and us. As part of these terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these Terms. "We", "divergent", "our", and "us" currently refers to the applicable divergent contracting entity in the Contract.
This Agreement applies to divergent Limited ("divergent") and its Subsidiaries (individually, a "divergent Group Company" and collectively, the "divergent Group" or "divergent Group Companies").
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, or your parent or legal guardian agrees to be bound by these Terms on your behalf. You may not access or use the Services for any purpose if the representation in the preceding statement is not true.
By agreeing to these terms, you agree that your usage of the Service will follow these rules:
If you violate these Terms, we may stop providing Services to you or your divergent Account may be closed. Communication to or from the Services may also be blocked in an effort to enforce these Terms, or we may refuse to publish Content for any reason. When investigating alleged violation of these Terms, divergent reserves the right to view your Content and Data in order to resolve the issue. However, we are under no obligation to do so, nor can we monitor the entire Services and make no attempt to do so.
If you are aware of inappropriate behaviour, content, or another user that is in breach of these Terms, please contact divergent Support.
We offer a number of privacy controls within the privacy dashboard of your divergent Account, where you can also manage your communication preferences.
Customer Support for most of our Services is available at divergent Support. Certain services may offer separate or additional customer support, subject to additional terms as part of a Customer Agreement, unless otherwise specified. Support may not be available for Preview versions of features or Services (see the Preview Agreement for supplementary terms in this case).
Support offered for Services covered by this Agreement is offered on a "best-effort" basis, meaning that no guarantees, service level agreements, or warranties are made as to the information provided during your use of the support services. We do however endeavour to provide the best support that we can to each and every one of our users and try to always respond in 1 business day or less.
Some of our Services will allow you to store or share Content or receive material from others. What is yours will always remain yours, in so far that we would never claim ownership of your Content, which remains your Content and you are responsible for it. You represent and warrant that for the duration of these Terms, you have (and will have) all the rights necessary for Content that is uploaded, stored, or shared on or through the Services and that the collection, use, and retention of your Content will not violate any law or rights of others.
When you share Content with other people, you understand that they may be able to, on a worldwide basis, use, save, record, reproduce, broadcast, transmit, share and display your Content for the purpose that you made your Content available on the Services without compensating you. If you do not want others to have that ability, do not use the Services to share your Content. divergent are not responsible for your Content or the material that others upload, store or share using the Services.
To the extent necessary to provide the Services to you and others, to protect you and the Services, and to improve divergent products and services, you grant divergent a worldwide and royalty-free intellectual property license to use your Content, for example, to make copies of, retain, transmit, reformat, display, and distribute via communication tools your Content on the Services. If you publish your Content in areas of a Service where it is available online without restrictions, your Content may appear in demonstrations or materials that promote the Service.
As our business evolves, we may change these Terms and other components of a Contract we have with you (except Order Forms), and we will tell you when we do in a way that constitutes a material change, either by emailing the email address associated with your divergent Account, or using an alternative delivery method (such as in-app notifications). Using the Services after the changes become effective means you agree to the new terms, and, if you do not agree to the new terms you must stop using the Services, close your divergent Account and, if you are a parent or guardian, help your minor child close his or her divergent Account.
The Services are continually updated, and as a result there may be times when we need to change or remove existing functionality of the Service, or stop providing a Service or access to Third Party Apps or Software altogether. Except to the extent required by applicable law, we have no obligation to provide a replacement Service or material, or any applications previously purchased. Services may be released, or be changed in to a Preview or Beta version, which may not work correctly or in the same way the final version may work (see the Preview Agreement for supplementary terms in this case).
We own and will continue to own the Services, including all intellectual property rights. We may make software components available, via app stores or other channels as part of the Services. Unless accompanied by a separate license agreement, any software provided to you as part of the Services is subject to these Terms.
Under your compliance and acceptance with these Terms, you are granted the right to install and use a single copy of the software per device on a worldwide basis for use only by one person at a time as part of your use of the Services. The software or website that is part of the Services may include third-party code, and any third-party scripts or code linked to or referenced from the software or website are licensed to you by the third parties that own the code, not by divergent. If any notices are included, they are for your information only.
The software is licensed, not sold, and we reserve all rights to the software not expressly granted by divergent, whether by implication or otherwise. We grant you a non-sublicensable, non-transferable, non-exclusive, limited license to use the software solely as necessary to use the Services and in accordance with this Agreement. This license does not give you any right to, and you must not:
Except as expressly provided herein, divergent does not grant you a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by us or any related entity, including but not limited to any name, trade dress, logo or equivalents. If you give to us any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Feedback"), you give to us, without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialise your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires us to license our software, technologies or documentation to any third party because we include your Feedback in them.
If you purchase a Service, then these payment terms apply to your purchase and you agree to them. The fees for the Services or a portion of the Services are displayed exclusive of any applicable taxes, and currency exchange settlements, unless stated otherwise, and are billable either in advance or after a 1 month period has elapsed, depending on the product being obtained. You are solely responsible for paying such taxes or other charges. Taxes are calculated based on your location of your business. We may suspend, downgrade, or cancel the Services if we do not receive an on time, full payment from you. Suspension or cancellation of the services for non-payment could result in a loss of access to and use of your account and its content. A service restriction may happen in lieu of a suspension or cancellation. A downgrade may result in your ability to access functionality of the Services removed, as well as potential loss of access to certain Data or Content.
To pay for charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. If you have a payment method saved with divergent, you may be able to re-use this method across a number of Services. You agree to permit divergent to use any updated account information regarding your selected payment method provided by your issuing bank or appropriate payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account or payment details will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
By providing divergent with a payment method, you (i) represent that you are authorised to use the payment method you provided and that any payment information you provided is true and accurate; (ii) authorise divergent to charge you for the Services or available content using your payment method; and (iii) authorise divergent to charge you for any paid feature of the Services you choose to sign up for or use while these Terms are in force. We will always make efforts to bill you in advance or at the time of purchase.
The Terms contained within this Agreement outside of the Service Specific Terms generally apply to all Services. This section contains service specific terms that are in addition to the general terms. In the event of any conflict between the Service Specific Terms and the general terms, the Service Specific Terms shall govern.
Communications Service divergent Connect provides a means for you to communicate with your customers via the Service. To do this for SMS communications we use a series of mobile or fixed network operator which is directly or indirectly engaged in the performance of the Service (a "Network Operator"). For provision of email we use a series of third-parties and internal servers to process traffic (for the purpose of these terms, shall also be known as a "Network Operator"). You warrant that you shall not use, or permit the Services to be used:
Pricing Pricing for the Service is prescribed on the Service website.
SMS Specific Provisions
For SMS, a single unit (referred to as an "SMS") allows you to send 1 SMS Message to a single Phone Number. When sending to the UK, the UK Pricing applies, for non-UK mobile numbers the appropriate international pricing shall apply. An SMS Message is defined as a single message consisting of 160 GSM Characters or less, or 70 Unicode Characters or less. Multiple units can be combined to send a longer message to recipients, which is multiples of 153 GSM characters, or 67 Unicode characters. A charge is incurred when an SMS Message is sent or queued within the Service, and are not based on delivery.
Email Specific Provisions
The SMS Specific Provisions are also generally applied to email, replacing "SMS Message" with "Email Message". An Email Message is defined as a single email sent through the service.
All customers of the service are billed on a post-pay basis, meaning that services are delivered and then we shall request payment for the delivered services at a timeline described below.
User Data Handling Service divergent Identity provides a service of which your customers are able to create accounts with, and sign in to on an ongoing basis using passwordless methods. In its nature, we collect personally identifiable information (for example, email address(es), phone number(s) and user name(s), which we handle according to our Privacy Policy.
Should the above not be implemented correctly, divergent Cloud reserves the right to restrict access to your instance of the Service until matters are rectified in full to protect your end users' data and privacy.
Phishing Resistant Authentication Passkeys are the preferred method of authentication for your users within divergent Identity, providing a natural multi-factor authentication method which is phishing resistant. However, Passkeys are not the only method of authentication available. For example, on first sign in an email or SMS One Time Passcode (OTP) may sent to authenticate and validate the user's email address or phone number. Depending on configuration, OTPs remain a continuously valid sign in method which is not phishing resistant (it relies on the email service authentication method not being compromised). The Phishing Resistant marketing and operational aspect of divergent Identity is only applicable when Passkeys are used as the exclusively allowable method of authenticating a user account. divergent are not liable for any losses due to end user phishing attacks (or any other compromise of account or data) based on a misconfiguration or otherwise as a result of using the Service.
Pricing and Fees Pricing for the Service is prescribed on the Service website. In relation to a charge for a Monthly Active User ("MAU"), this refers to a user that has a) registered with your instance of the Service or b) signed in to your instance of the Service within any given calendar month. You are billed only once for any given user in any calendar month. For example, if a user registers and signs in to their account 10 times within a calendar month, you are only charged once for this user.
Appointments, Bookings and Event Tickets divergent Reserve is a platform that provides you with the ability to issue or sell a variety of physical and virtual services, timeslots, or any other booking-based product to end users ("Booking"). You may only use the service if you are an organiser / owner of the relevant service or product, or an otherwise authorised retailer of the product or service (and have express written permission from the actual organiser / owner) ("Owner").
We provide the service to you only and have no relationship with your end users ("Customers"). When a Booking is made through the Service, any and all contractual relationships are between you and the Customer only, for which you are responsible for providing your own Terms of Service or Terms of Sale to.
divergent does not interact with the Customer throughout the course of a Booking, and does not provide any pre-sales service, after-sales support, or any other form of service to a Customer at any time and without limitation. Should we receive an enquiry of any nature as a result of your usage of the Service, we shall immediately direct the Customer to you as the user of the Service. You must not refer Customers to us with any enquiry in any circumstance.
Event Cancellations You agree to provide your Customers with timely notice of any Event cancellation for whatever reason, either through the Service or via external methods, and arrange any appropriate refunds or alternative information as soon as practicable. You must also warrant to update your booking form(s) within the Service with alternate information in the event of an Event Cancellation.
Booking Communications divergent Reserve provides a means of communicating with Customers relating to their Bookings and any account with the Service. While the Service may provide templates for these communications, you are wholly responsible for the content and accuracy of all communications that are sent via the Service. divergent makes no warranty as to the nature, functionality, applicability or accuracy of any templates provided.
Customer Accounts You are responsible for the data stored within a Customer account, as well as any enquiries relating to Customer data. divergent provides you with the tools necessary to comply with necessary legislation in the case of a Subject Access Request or Anonymisation / Deletion Request, however makes no warranties as to the applicability of these tools to comply in full with your legal obligations, of which you are wholly responsible.
DigiTix We provide optional digital tickets ("DigiTix") that are designed specifically to be tamper-proof, cloning resistant and more in order to protect your events from fraudulent activity. Whilst our technology is designed to help protect you, we make no warranties as to the complete removal of fraudulent activity as a result of using DigiTix. Rather, DigiTix act as a means to help reduce the potential for any such activity to take place, not remove it entirely. DigiTix in themselves provide no method to validate themselves, and instead rely on usage of our separate mobile or web app for authentication purposes.
Payment Methods divergent Reserve offers the ability for you to configure a range of Payment Methods for your Customer to make payments within the Service. We have partnered with Stripe (Stripe Payments Europe Ltd) to provide the best possible service. Your use of payment methods requires you to have an active account in good standing with the payment processor that you wish to use and is subject to their own Terms and Privacy Policy. Your relationship for payment responsibility is with the payment processor only, and divergent only implements SDKs and APIs necessary to provide payment services to your Customers.
You are responsible for any and all fees that may arise as a result of using payment methods within divergent Reserve, and understand that information on these fees is available from the payment processor directly.
Should we receive notification from a payment processor of any breach of terms between you and them, we will take appropriate actions as necessary to resolve the breach which may include the limiting of your account or usage of payment methods.
We have no responsibility for, and disclaim all liability (including, but not limited to) any losses, costs, fees and penalties of whatever nature arising from your usage of the service provided to you by a payment processor, including acts and omissions of the processor.
Pricing and Fees Pricing for the Service is prescribed on the Service website. A Booking, Event Ticket or DigiTix charge is accrued at the point of which a Booking is Confirmed in the platform, and not whilst a Booking is within a user's basket, or fails to process a payment successfully. Once the charge is incurred, it is non-refundable including in the event of a cancellation of the Booking.
Some Services covered by this Agreement have the opportunity to invite users to operate within the Services on your behalf ("Authorised Users").
You must comply with the Agreement and ensure that your Authorised Users comply with the Agreement and Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We are not responsible for the content of any Content or Data or the way in which you or your Authorised Users choose to use the Services to store or process any Content or Data. You are solely responsible for providing adequate access to the Services by the Authorised Users, as well as ensuring that all Authorised Users are of the age legal to undertake this Agreement on their own behalf.
You represent and warrant that you have validly entered in to the Agreement and have the legal power to do so.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.
Should you have any basis for recovering damages (including breach of these Terms), you agree that your exclusive remedy is to recover, from divergent or any affiliates, resellers, distributors, third-party app and service providers, partners, and vendors, direct damages up to the amount you paid for the Services for the month during which the loss or breach occurred (or up to $5.00 USD if you acquired the Services for no charge). You cannot recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive damages. These limitations and exclusions apply even if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to the Terms, the Services, or the software related to the Services. The foregoing will not limit the customers payment obligations under the "Payment Terms" section above.
The divergent Account, and thus the Services support logins using two-factor authentication ("2FA"), which is known to reduce the risk of unauthorised use of or access to the Services. We therefore will not be responsible for any damages, losses or liability to you or anyone else if any event leading to such damages, losses, or liability would have been prevented by the use of 2FA.
You must comply with all domestic and international export laws and regulations that apply to the software and/or Services, which include restrictions on destinations, end users, and end use.
All references to "we", "us" and "divergent" within this Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Agreement and which courts have jurisdiction over any such dispute or lawsuit depends on where you (or if a business, where your principal place of business is located) are located.
| Location | Contracting Entity | Governing Law |
|---|---|---|
| United Kingdom | divergent Cloud Ltd | United Kingdom |
| Rest of World | divergent SBMS AB | Sweden |
You may receive bills, invoices, or Fees from a different Contracting Entity listed above based on your (or your business') location, irrespective of this, this Agreement is governed by the terms of your Contracting Entity. Any disputes arising out of this Agreement or related hereto, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws, rules, or the United Nations Convention on the International Sale of Goods. The courts located in the applicable location will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation, or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce the rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and solicitor's fees.
Copyright & Trademarks The Services are copyright © divergent Limited and/or its suppliers and/or its subsidiaries or related entities. All rights reserved. The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in these Terms are reserved. divergent and the names, logos and icons of all divergent products, software and services may be either unregistered or registered trademarks of the divergent group of companies in the United Kingdom and/or other jurisdictions.
Medical notice divergent does not provide medical or any other health care advice, diagnosis or treatment. Always seek the advise of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition, diet, fitness or wellness program. Never disregard professional medical advice or delay in seeking it because of information you accessed on or through the Services.
Entire Agreement The Agreement, including all Terms and all referenced pages and Order Forms where applicable, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, this Agreement supersedes the terms of any online agreement electronically accepted by you or any Authorised Users. However, to the extent of any conflict or inconsistency between the provisions in these Terms and any other documents or pages referenced in these Terms, the following order of precedence will apply: (1) the terms of any Order Form (where applicable), (2) the portions of the Service Specific Terms (as above, where applicable), (3) these Terms and (4) finally, any other documents or pages referenced within this Agreement. Notwithstanding any language to the contrary therein, no terms and conditions stated in a purchase order, vendor onboarding process or web portal, or any other order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
The following products, apps and services are covered by this Online Services Agreement, but may or may not be generally available in your market, or direct from us. Authorised Users of other products, apps or services may additionally be subject to these terms, where this is the case, it will be noted within the applicable terms.
Connect
Inflo
Neo
Reservate