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TERMS OF USE

v1.0

1. Introduction

These Terms of Use (“Terms”) apply to your access and use of our websites, services and apps (collectively, the “Product(s)”).
References to “Aperio Technologies”, “we”, “us” and “our” in these Terms are to Aperio Technologies Ltd, a company registered in England and Wales with company number 16345012, registered office at Acorn House, 33 Churchfield Road, London, England, W3 6AY, and contact email address [email protected].
Aperio Technologies is not licensed or authorised by any regulatory authority.
You agree to these Terms by clicking to accept these Terms, executing a document that references them, or using the Products.
We may change these Terms without notice at any time for any reason. Such changes may be necessary, for example, to reflect changes in applicable law or updates to Products, for security, or to prevent abuse or harm. The most current version of the Terms will always be posted on our websites.
Except as otherwise specified by us, changes will be effective no sooner than the day they are publicly posted. Once updated Terms are effective, if you continue to use the Products this will constitute your agreement to be bound by the updated Terms. If you do not agree to the updated Terms, you should stop using any relevant Products and you may close any accounts you may have with us.
If you purchase, sign up for or install our services or apps, we may enter into service specifications with you that are expressed to supplement and form part of these Terms. Any such service specifications are hereby incorporated by reference into these Terms.

2. Your Account

If we have issued you with an account in connection with your use of a Product, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not we, are responsible for any activity occurring in your account (other than activity that we are directly responsible for which is not performed in accordance with your instructions), whether or not you authorised that activity. If you become aware of any unauthorised access to your account, you should notify us immediately. Accounts may not be shared and may only be used by one individual per account.
You must keep your personal details associated with your account – including (but not limited to) email address, postal address, phone number and payment details – current and accurate. You warrant the accuracy of the personal details associated with your account.
Once our provision of a Product to you has terminated, we may (but are not obliged to) close your account and/or delete any information and content associated with it at any time and without notice, except as set out in our Privacy Policy (available at https://www.aperiotech.io/privacypolicy) or where required by law.

3. Privacy and Confidentiality

In the course of using the Products, you may provide us with your Personal Data and the Personal Data of others. “Personal Data” means information relating to a living individual who is, or can be, reasonably identified from the information, either alone or in conjunction with other information.
We know that by giving us such Personal Data you are trusting us to treat it appropriately. Our Privacy Policy details how we treat such Personal Data and we agree to adhere to it. You in turn agree that we may use and share such Personal Data in accordance with our Privacy Policy and applicable data protection legislation. When you provide us with Personal Data of other individuals, you agree that you (and not we) are responsible for notifying those individuals about our Privacy Policy.
Where you or we receive confidential, secret or sensitive information (“Confidential Information”) belonging to the other in the course of using or providing the Products, you and we agree not to use or disclose that Confidential Information except in the course of using or providing the Products or with the other’s prior written consent. This obligation does not apply to any Confidential Information that is or becomes public (other than through breach of these Terms).
Where you are a corporate entity, the fact that you are our customer shall not constitute Confidential Information. We may identify you (where you are a corporate entity) by name and logo as our customer on our websites and on other promotional materials, and any goodwill arising from the use of your name and logo will inure to your benefit.

4. Use of Our Websites

You must not:

  • misuse our websites by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful ("Computer Damage");
  • attempt to gain unauthorised access to our websites, the server(s) on which they are stored or any server, computer or database connected to our websites;
  • attack our websites via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them;
  • use any data mining, robots or similar data-gathering or -extraction programmes or methods, whether automated or manual, to access, acquire, copy or monitor any portion of any of our websites or their respective contents; or
  • frame, link or deep-link our websites to any other website without our prior written consent.

Access to our websites is permitted on a temporary basis and we reserve the right to withdraw or amend any of our websites at any time without notice.
We do not endorse and are not responsible for the content of external websites linking to or from our websites.

To the fullest extent permitted by law, we:

  • exclude all representations and warranties relating to our websites, external websites linking to or from our websites, and their respective contents, including in relation to any inaccuracies or omissions in any such websites or their respective contents; and
  • exclude all liability for loss or damage arising out of or in connection with your use of our websites or any external websites linking to or from our websites. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised us of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.

We do not, however, 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; for fraud or fraudulent misrepresentation; and for breach of any legal rights you may have if you are a consumer.

5. Indemnification

Each party will indemnify the other and hold the other harmless (including that other party's employees, agents and subcontractors) from all liabilities, damages, and costs (including settlement costs and reasonable lawyers’ fees) arising out of a third-party claim regarding or in connection with your use of the Products or a breach of these Terms, to the extent that such liabilities, damages and costs were caused by the indemnifying party.
The indemnified party shall promptly notify the indemnifying party of any such claim and provide reasonable cooperation (at the indemnifying party's expense) and full authority to defend or settle the claim.

6. Our Intellectual Property

Neither these Terms nor your use of the Products grants you ownership in any Product or in any of our content that you access through the Products. These Terms do not grant you any right to use our trademarks or other brand elements.
If you submit any feedback or suggestions to us regarding our Products, we may use and share them for any purpose without any compensation or obligation to you.

7. Other Matters

Notices. Notices given under these Terms must be in writing.
To be valid:

  • notices that you give to us must be delivered to [email protected]; and
  • notices that we give to you must be delivered to the email address associated with your account or (if you have not been issued with an account) such other email address(es) as we may reasonably associate with you.

Force majeure. Neither party shall be liable for failure or delay (excluding payment obligations, which may be delayed but not excused) caused by an event beyond its reasonable control, such as a natural disaster, pandemic, power failure or government action or regulation that renders performance impossible or illegal. A party affected by such an event must notify the other party within 7 days and take reasonable steps to mitigate impact.
No assignment. You may not assign these Terms without our prior written consent, which may be withheld at our sole discretion. We may assign these Terms at any time without notice to you.
Entire agreement. These Terms constitute the entire agreement between you and us with respect to the matters covered in it, and they supersede any other prior or contemporaneous agreements, terms and conditions, whether written or oral, concerning such matters.
No modification. No change or modification of these Terms shall be valid unless agreed in writing by both you and us.
Independent contractors. The relationship between you and us is that of independent contractors, and not legal partners, employees, or agents of each other.
No waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remaining provisions will remain in full effect.
No rights of third parties. There are no third-party beneficiaries to these Terms.
No advice. Nothing in these Terms or in any Product constitutes legal, tax, financial or accounting advice.
Frauds and scams. Please be aware that in order to perpetrate a fraud or scam, criminals may pose as someone from us. Often these frauds or scams are carried out by fake emails suggesting you may receive a financial benefit. The emails often also contain links to supposedly relevant websites. To be effective the fraud or scam requires you to enter into communication with the fraudster, either by responding to the email or clicking the attached link. If you receive an email of this nature do not correspond with the sender: it is highly unlikely that it originated from us. If you are advised by someone whom you don't recognise that we have changed our banking details, or are asked unexpectedly for money or your bank details, please contact us immediately at [email protected]. We report potentially criminal activity of this kind to the Metropolitan Police and the National Crime Agency.
Disputes. Any disputes about these Terms shall first be resolved through mediation. If unresolved, disputes shall be referred to arbitration in London under the Arbitration Act 1996. These Terms are governed by the laws of England and Wales.