Platform Agreement
This Platform Agreement is for institutions that subscribe to THEMIS under an Order Form with terms agreed with us, such as banks, lenders, insurers, universities, municipalities and property managers. A legal practice that subscribes online accepts the Terms of Service instead and does not need this agreement. The agreement is between Olympus Group Holdings, Inc. (“we”, “us”) and the institution named in the Order Form (“you”).
1. What makes up the agreement
The agreement is made up of these documents, in this order of priority if they conflict:
- the Order Form, for the matters it covers;
- this Platform Agreement;
- the Data Processing Agreement, for the handling of personal data;
- the Terms of Service;
- the Licence Agreement, Acceptable Use Policy, Artificial intelligence terms, Professional disclaimers, Fees and payment terms, Support and service levels and Security measures.
The Privacy Policy, the Sub-processors page and the Data retention schedule explain how we handle information. They are not terms of the agreement, but we keep to them.
2. Order Forms
An Order Form is a document, signed or accepted in writing by both of us, that names the parties and sets out the plan, the number of seats, the start date and term, the price and invoicing, and any terms that differ from the documents above. A change to the agreement binds either of us only if it is in an Order Form or in an amendment that both of us have signed. An email or a purchase order that adds terms does not change the agreement.
3. Who may use the service
Your employees and contractors who hold a seat may use the service for your internal business. If the Order Form names affiliates, they may use it too, and you are responsible for what they do. A seat is for one named person. The people you invite as guests to a client portal, a signing link, a share link or a shared workspace do not need a seat, and they are bound by the terms that apply to guests.
4. Fees and invoicing
Fees follow the Fees and payment terms unless the Order Form sets out something different, such as volume pricing, a fixed term, annual invoicing, or payment by purchase order. Prices are in United States dollars unless the Order Form says otherwise. Taxes are dealt with as the Fees and payment terms describe.
5. Security review and procurement
We will answer reasonable security and due diligence questionnaires, and provide our Security measures and Sub-processors pages and our current policies. The audit export, which lets you export the audit trail and check the chain of records, is available to institutional customers. Any other audit or assessment right, such as testing by you or a third party you appoint, applies only if the Order Form provides for it.
6. Personal data
The Data Processing Agreement applies to personal data that we handle for you. Each of us will comply with the data protection law that applies to it, including the UK GDPR and the Data Protection Act 2018 where they apply. You are responsible for having a lawful basis for the personal data you put into the service and for how long you keep it, and the Data retention schedule explains which retention duties may apply to you.
7. Artificial intelligence
The Artificial intelligence terms apply to the assistant features. Our Artificial intelligence policy explains how we govern them. You decide which matters and documents are used with the assistant, and administrators can switch features off for your institution.
8. Term, renewal and ending
The initial term is the one in the Order Form. It renews as the Order Form says or, if it is silent, as the Terms of Service say. Either of us may end the agreement as the Terms of Service allow, including for the other's uncured material breach. When the agreement ends, you may export your information for 30 days, as the Data retention schedule describes.
9. Warranties and liability
The warranties, limits on liability and indemnities in the Terms of Service apply unless the Order Form changes them. We do not give legal advice, and your institution remains responsible for the decisions it takes and the documents it sends out, as the Professional disclaimers explain.
10. General
This agreement is governed by England and Wales, and the Terms of Service say how disputes are handled. Neither of us may transfer the agreement without the other's written consent, except that either of us may transfer it to a successor to all or substantially all of its business on written notice. If a clause is found unenforceable, the rest continues. Failing to enforce a right is not giving it up. Notices go to the addresses in the Order Form, and notices to us also go to legal@olympuspay.co.
11. Changes to this Platform Agreement
We may update this agreement for new Order Forms and for renewals, and we give at least 30 days' notice of changes that affect an existing term at renewal. An update does not change an Order Form already in force unless both of us agree.
12. Contact
To discuss an Order Form or a procurement process, write to hello@olympuspay.co. For legal notices write to legal@olympuspay.co.
This document describes how the service works at the date shown. It is not legal advice to you.