Church Pilot Agreement

Agreement Details

This Church Pilot Agreement (“Agreement”) is entered into between:

VineMe International Limited, a company registered in England and Wales (company number: 15753981), whose registered address is 85 Great Portland Street, First Floor, London, W1W 7LT (“VineMe”); and

The church or organisation named below (“the Church”):

By signing this Agreement, both parties agree to be bound by its terms. This Agreement shall take effect from the date on which it is signed by both parties.

1. Definitions

In this Agreement, the following terms have the meanings set out below:

• “The Service” means the VineMe app and all associated features made available to the Church and its congregation members during the Pilot Period.
• “The Pilot Period” means the agreed duration of the pilot arrangement as set out in Section 3 of this Agreement.
• “Congregation Members” or “Users” means individual members of the Church's congregation who register for and use the App.
• “Personal Data” has the meaning given to it under UK GDPR.
• “Data Protection Law” means the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, as amended from time to time.
• “Data Controller” and “Data Processor” have the meanings given to them under Data Protection Law.
• “Group Leaders” means individuals appointed by the Church to lead small groups within the App.

2. The Service

2.1 What VineMe Provides

VineMe grants the Church a non-exclusive, non-transferable licence to use the Service during the Pilot Period for the purpose of connecting congregation members with small groups.

The Service is delivered entirely through the VineMe app. There is no separate web-based administration dashboard at this stage. Church administrators and group leaders access and manage their groups through the app itself.

2.2 Availability

VineMe will use reasonable endeavours to keep the Service available and operational throughout the Pilot Period. However, we cannot guarantee uninterrupted availability. Planned maintenance or unexpected technical issues may occasionally result in temporary unavailability. We will aim to provide reasonable notice of planned maintenance where possible.

VineMe does not guarantee that the Service will meet every specific requirement of the Church, be entirely free from defects, or achieve any particular outcome.

2.3 Support

During the Pilot Period, VineMe will provide reasonable support to the Church's primary contact via email at connect@vineme.app. We aim to respond to support enquiries within 2 working days.

Support is available for issues relating to the operation of the Service. VineMe is not responsible for providing support in relation to the Church's own devices, internet connectivity, or internal systems.

2.4 Updates and Changes to the Service

VineMe may update or modify the Service from time to time, including to introduce new features or to make improvements. We will aim to notify the Church's primary contact of any significant changes in advance.

3. Pilot Period and Fees

3.1 Pilot Duration

The Pilot Period shall commence on the date this Agreement is signed and shall continue for an initial period of [INSERT DURATION, e.g. 6 months], unless terminated earlier in accordance with Section 9 of this Agreement.

3.2 Pilot Fee

In consideration for access to the Service during the Pilot Period, the Church agrees to pay VineMe a pilot fee of £20 (twenty pounds), payable within 30 days of the date of this Agreement. Payment should be made by bank transfer to the details provided separately by VineMe.

This fee is non-refundable except in the event of early termination by VineMe without cause.

3.3 End of Pilot Period

At least 30 days before the end of the Pilot Period, VineMe and the Church agree to discuss in good faith whether to continue the arrangement and on what terms. Neither party is under any obligation to continue beyond the Pilot Period.

If no new agreement is reached before the end of the Pilot Period, access to the Service will cease at the end of the Pilot Period and the Church's data will be handled in accordance with Section 7.5 of this Agreement.

4. The Church's Obligations

4.1 Acceptable Use

The Church agrees to use the Service only for its intended purpose of connecting congregation members with small groups, and in accordance with this Agreement and VineMe's End User Terms and Conditions.

The Church must not:

• Use the Service for any unlawful purpose or in any way that violates applicable laws or regulations
• Use the Service to send unsolicited communications of any kind to congregation members
• Attempt to copy, reverse engineer, or otherwise misuse the Service or its underlying technology
• Allow any third party outside the Church's organisation to access the Service without VineMe's prior written consent
• Use the Service for any commercial purpose beyond its intended use as a church community tool

4.2 Group Leaders and Administrators

The Church is responsible for the conduct of its group leaders and any individuals it grants administrative access to within the Service. The Church must ensure that all such individuals:

• Are made aware of and comply with VineMe's End User Terms and Conditions
• Handle congregation members' personal data responsibly and in accordance with Data Protection Law
• Have signed a Data Handling Agreement with VineMe before being granted access to congregation members' personal data

4.3 Accurate Information

The Church is responsible for ensuring that the information it provides to VineMe, including its primary contact details, is accurate and kept up to date throughout the Pilot Period.

4.4 Congregation Members

The Church acknowledges that congregation members who register for the Service do so under VineMe's End User Terms and Conditions and Privacy Notice. The Church must not misrepresent to congregation members the nature of the Service or how their data is used.

5. Data Protection

5.1 Data Roles

The parties acknowledge that the allocation of data protection responsibilities between VineMe and the Church is as follows:

• VineMe acts as the Data Controller in respect of personal data collected directly from congregation members through the registration and use of the App.
• The Church acts as an independent Data Controller in respect of any personal data it receives about congregation members through the Service, including contact details shared by congregation members when joining groups.

Each party is independently responsible for its own compliance with Data Protection Law in respect of the personal data it controls.

5.2 VineMe's Commitments

VineMe commits to:

• Collecting and processing congregation members' personal data only for the purposes set out in its Privacy Notice
• Never selling, renting, or otherwise making personal data commercially available to any third party
• Implementing and maintaining appropriate technical and organisational security measures to protect personal data
• Notifying the Church without undue delay upon becoming aware of any data breach that may affect the Church's congregation members
• Deleting or anonymising all personal data relating to the Church's congregation members within 30 days of termination of this Agreement, subject to any legal obligation to retain data for a longer period

5.3 The Church's Commitments

The Church commits to:

• Handling all personal data received through the Service in accordance with Data Protection Law
• Ensuring that all group leaders and administrators who receive personal data through the Service have signed a Data Handling Agreement with VineMe
• Not using personal data received through the Service for any purpose other than managing groups and communicating with congregation members in connection with those groups
• Implementing appropriate security measures to protect personal data received through the Service
• Notifying VineMe immediately upon becoming aware of any unauthorised access to or misuse of personal data received through the Service
• Securely deleting all personal data received through the Service upon termination of this Agreement, or upon VineMe's written request

5.4 Future Integrations

VineMe may in the future integrate the Service with third-party church management systems, such as ChurchSuite. Where any such integration would result in new data sharing arrangements, VineMe will notify the Church in advance and update its Privacy Notice accordingly. No such integration will be implemented without the Church's prior agreement.

6. Intellectual Property

All intellectual property rights in the Service, including the VineMe name, logo, app design, and underlying technology, belong to VineMe International Limited. This Agreement does not transfer any intellectual property rights to the Church.

The Church retains ownership of any content or data it or its congregation members upload to the Service. By using the Service, the Church grants VineMe a limited licence to use such content solely for the purpose of providing the Service.

7. Liability and Warranties

7.1

Nothing in this Agreement limits or excludes either party's liability for:

• Death or personal injury caused by its negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot lawfully be limited or excluded

7.2 VineMe's Liability

Subject to Section 7.1, VineMe's total liability to the Church under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the Church to VineMe under this Agreement.

VineMe shall not be liable for any indirect, special, or consequential loss, including loss of revenue, loss of data, or loss of opportunity, even if VineMe has been advised of the possibility of such loss.

7.3 The Church's Liability

The Church shall be liable to VineMe for any loss or damage caused by the Church's breach of this Agreement, including any breach of its data protection obligations under Section 5.

7.4 Warranties

VineMe warrants that it will provide the Service with reasonable care and skill. Beyond this, the Service is provided on an “as available” basis, and VineMe makes no further warranties, express or implied, regarding the Service's fitness for any particular purpose or uninterrupted availability.

8. Confidentiality

Each party agrees to keep confidential any information it receives from the other party that is clearly confidential or proprietary in nature, and not to disclose such information to any third party without the other party's prior written consent, except as required by law.

This obligation of confidentiality shall survive termination of this Agreement.

9. Termination

9.1 Termination by Either Party

Either party may terminate this Agreement at any time by giving the other party 30 days' written notice by email.

9.2 Immediate Termination

Either party may terminate this Agreement immediately by written notice if the other party:

• Commits a material breach of this Agreement that is not remedied within 14 days of written notice requiring it to do so
• Becomes insolvent, enters administration, or ceases to operate

VineMe may also suspend or terminate the Church's access to the Service immediately if VineMe reasonably believes that the Church or any of its group leaders or administrators has misused the Service or handled personal data unlawfully.

9.3 Consequences of Termination

On termination of this Agreement for any reason:

• The Church's access to the Service will cease
• VineMe will delete or anonymise all personal data relating to the Church's congregation members within 30 days of termination, subject to any legal obligation to retain data for longer
• The Church must securely delete all personal data received through the Service
• Any provisions of this Agreement that by their nature should survive termination shall do so, including Sections 5, 6, 7, 8, and 10

10. General

10.1 Entire Agreement

This Agreement, together with VineMe's End User Terms and Conditions and Privacy Notice, constitutes the entire agreement between the parties in relation to the Service and supersedes all prior discussions, representations, and agreements.

10.2 Amendments

VineMe may update these terms from time to time. Where changes are material, VineMe will provide the Church with at least 30 days' written notice. Continued use of the Service after that notice period constitutes acceptance of the updated terms.

10.3 Governing Law

This Agreement is governed by the laws of England and Wales. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

10.4 Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between VineMe and the Church. Each party acts as an independent organisation.

10.5 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Signatures

By signing below, both parties confirm they have read, understood, and agreed to this Agreement.

VineMe International Limited · connect@vineme.app