Terms of Use
These Terms of Use are effective as of 25th November 2022.
PLEASE SCROLL DOWN AND READ CAREFULLY THE TERMS AND CONDITIONS CONTAINED HEREIN (THIS “AGREEMENT”) BEFORE USING THE SERVICE (DEFINED BELOW).
BY DOING ANY OF THE FOLLOWING:
· CLICKING THE "I ACCEPT" BUTTON DISPLAYED;
· USING THE PLATFORM OR SERVICES; OR
· PAYING SUBSCRIPTION FEES ACCORDANCE WITH THESE TERMS;
YOU AGREE TO THIS AGREEMENT GOVERNING YOUR USE OF THE PLATFORM AND SERVICES OFFERED BY US AND YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY PLEASE CONTACT US TO DISCUSS OUR ENTERPRISE SAAS TERMS.
THIS AGREEMENT IS EFFECTIVE WHEN YOU CLICK “I ACCEPT” OR YOU BEGIN USING THE PLAFTORM AND/OR SERVICE, WHICHEVER IS EARLIER (“EFFECTIVE DATE”), AND THIS WILL BECOME COTERMINOUS WITH THE SUBSCRIPTION TERM).
Welcome to illio
This Agreement sets out:
· your legal rights and responsibilities;
· our legal rights and responsibilities; and
· certain key information required by law.
In this contract:
· “we”, “us” or “our” means illio Technology Limited; and
· “you” or “your” means the person using our site or our app to receive services from us.
If you have any questions about this Agreement or any subscription, please contact us by sending an email to illio@illio.com. Alternatively, you can contact us by: (i) completing a contact form on the Site or App; or (ii) through the chat function on the Site or App.
Who are we?
We are illio UK Limited (trading as “illio”), a company registered in England under company number: 11542344.
Our registered office is at: 85 Great Portland Street, London, England, W1W 7LT.
The details of this contract will not be filed by us. Please print out or save a copy of this contract for your records as we will not save a copy for you.
Your Rights
IF YOU ARE A CONSUMER FOR THE PURPOSES OF THE LAWS OF THE JURISDICTION OF WHICH YOU ARE RESIDENT, YOU MAY BENEFIT FROM ANY MANDATORY PROVISIONS OF SUCH LAWS. NOTHING IN THIS AGREEMENT AFFECTS YOUR RIGHTS AS A CONSUMER TO RELY ON SUCH MANDATORY PROVISIONS OF LAW.
1. DESCRIPTION OF SERVICES
1.1 We have authored and collated proprietary applications, hosted on the cloud, which combined with utility functions form the platform (the“ Platform”).
1.2 The major functions of the Platform are:
(a) the portfolio management system which provides insight and information about a collection of financial or other instruments whether held individually or within a collective investment scheme, created by an Authorised User (“Portfolios”);
(b) the management portal which provides user, account and Portfolio management functions.
1.3 Portfolios and the management portal be accessed via www.illio.com using a supported web browser (the “Site”) and our mobile application available from the “Google Play Store”, “Apple App Store” or such other third party portal as we may advise from time to time (the “App”).
1.4 The Platform, together with the Maintenance Services and Support Services (hereinafter defined) comprise the “Services”.
2. USER
2.1 Eligibility
(a) By accessing or using the Site or App you confirm that:
(i) you are of legal age in your jurisdiction and not under 18 years old. If you are under 18 years old, you must not access or use the Platform;
(ii) you have full power, capacity and authority to agree to this Agreement and have not been previously suspended or removed from using the Platform (via the Site or App);
(iii) you acknowledge and agree that:
(A) no investment, tax or legal advice is being, or will be, provided on the Site or App;
(B) you shall be responsible for your own investment decisions based on your own independent research and analysis and/or by seeking independent investment advice suitable for your particular circumstances prior to making any investment decision or if you are in doubt as to the information on the Platform; and
(C) the information provided to you on this Platform does not take into account your specific investment objectives, financial or tax situation, or particular needs, and (1) does not and is not intended to constitute advice on, or a solicitation or offer of, or recommendation on, any investment or financial products of any nature, and (2) does not and is not intended to constitute an invitation or inducement to engage in investment activity;
(iv) you are not accessing the Platform in any jurisdiction where it is prohibited under applicable laws or where we do not authorise usage. It is your responsibility to check whether any restrictions under applicable laws apply to you in relation to the Platform.
(b) No information referred to on the Platform is directed at, or offered to, anyone in a jurisdiction where:
(i) advertising, offering or selling by us is not allowed by applicable laws; or
(ii) we would have to register or obtain a licence registration, authorization or other approval which we do not currently have.
2.2 User Account Creation
(a) To use and access certain features of the Platform, you will need to create a user account (each, a "User Account").
(b) To create individual User Account on our Site or App you will need to provide your first and last names, an email address, a password, your date of birth and other information that we may require from time to time (for example, if you wish to receive postal invoices, we may request a billing address).
(c) We may, at our sole discretion:
(i) stipulate additional conditions and requirements for the opening or maintaining of User Accounts; and/or
(ii) refuse to create a User Account for you.
(d) Once you have created a User Account you shall be an Authorised User.
2.3 Security
(a) By using the User Account, you will be responsible for maintaining the security of your User Account.
(b) Unless we suffer a security breach:
(i) you shall be responsible for all activities that occur under the User Account (with or without your permission).
(ii) we not responsible for any loss or activity that results from the unauthorised use of your User Account.
(c) You should not share the access details of your User Account (including passwords) with any other person or allow any other person to access your User Account.
(d) You must immediately notify us, at illio@illio.com, if you become aware of any: (i) unauthorised use of your User Account; or (ii) other actual or suspected breaches of security.
2.4 Suspension and termination
(a) We will have the right to suspend access to your User Account, or to terminate your User Account, at any time where you are in breach of any of the provisions in this Agreement.
(b) Upon termination of your User Account, we will permanently delete data relating to your Portfolios ("Portfolio Data") and, in the event that you re-register in future, your past Portfolio Data will not be restored.
3. SUBSCRIPTION
3.1 Subscription
(a) You can choose to become a subscriber to the Platform on an annual basis, or for such other periods that we may offer from time to time subscription (the “Subscription Term). The applicable fees are set forth at: www.illio.com (“Subscription Fees”).
(b) Eligibility for any promotions or discounts is ascertained at the time you become a subscriber and cannot be changed during the Subscription Term. You are responsible for reading and understanding the specific terms and conditions applicable to any promotions or discounts.
(c) We reserve the right to revise and update the Subscription Fees for User Account at any time at our sole discretion. Any price changes applicable to your User Account will apply in subsequent Subscription Term following notice of the change(s) to you.
(d) Prior to the expiry of the current Subscription Term, if you do not agree to the revised Subscription Fees, you may cancel your User Account by contacting us using the details set out at the beginning of this Agreement, otherwise, you will be deemed to have agreed to the revised Subscription Fees, which will be automatically applied to the subsequent Subscription Term.
3.2 Automatic renewal
Your subscription will automatically renew for a further Subscription Term unless you cancel at least ninety (90) calendar days before the end of the current Subscription Term.
3.3 Cancellation
(a) Except as permitted in accordance with this Agreement, subscriptions are non-cancellable and non-refundable and there is no right to refunds or credits unless required by applicable law.
(b) If you notify us of your intention to cancel your User Account, such notice shall take effect at the end of your then current Subscription Term, and you will not receive a refund.
3.4 Payment
(a) Subscription Fees are payable on the Site or App through a credit card payment system.
(b) The currency in which your subscription is payable will be specified during the order process, and may vary depending on your jurisdiction of residence.
(c) When you purchase a User Account, you must provide us with complete and accurate payment information. If we do not receive payment authorisation or any authorisation is subsequently cancelled, we may immediately terminate or suspend your access to your User Account.
(d) By submitting payment details you warrant that you are entitled to purchase a User Account using the payment details provided. We reserve the right to contact the issuing bank/payment provider and/or applicable law enforcement authorities if there is suspicious activity relating to your payment.
(e) In addition to the Subscription Fee, certain banks and credit card issuers will charge a foreign transaction fee on transactions which take place abroad or in a foreign currency. You are responsible for paying any such transaction fees.
(f) Unless expressly stated to the contrary, all amounts and fees are exclusive of any applicable value added or sales taxes, which will be added to the amounts and payable by you to us.
3.5 Trial Period
(a) If we agree that you may use the Platform and Services for a free trial period (a “Trial Period”), this Clause 3.5 shall supersede any other warranty, indemnification, or limitation of liability (including Clauses 8, and 10) given in this Agreement. This Clause 3.5 does not apply to paid subscriptions and shall not apply once a the Trial Period expires and becomes a paid subscription.
(b) In no event shall we be liable to you or any third party during the Trial Period for any direct or indirect any loss of revenue, profits, opportunity, savings, contract, goodwill data, or data use, or incidental, special, punitive, or consequential damages arising out of or related to this Agreement, whether in contract or tort, or otherwise, even if we has been advised of the possibility of such damages.
(c) In no event shall our total liability to you under this Agreement for all damages exceed the amount of $1,000 during the Trial Period.
4. SERVICES
4.1 Licence
(a) On purchasing a User Account in accordance with Clause 3.4, we will grant to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to use the Services and any documentation provided by us (“Documentation”) for your own personal use during the applicable Subscription Term.
(b) Your license shall terminate upon the expiry of your User Subscription or termination of your User Account.
4.2 Use of the Services
(a) As an Authorised Users, you agree that:
(i) you will not allow your User Account to be used by more than one individual unless it has been reassigned in its entirety to another individual, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(ii) that we have the right to monitor your use of the Platform and to alter or revoke your license or your access to the Platform at any time and for any reason. Any monitoring by us will be restricted to technical purposes, we will access your Portfolio Data or grant such access to another other person, other than where you have provided consent to such access or in an emergency.
(iii) if any of technical monitoring reveals that:
(A) any password has been provided to any individual who is not an Authorised User, then without prejudice to the our other rights, we shall promptly disable such passwords; and
(B) you have underpaid Subscription Fees, then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment as calculated in accordance with the prices set out in Clause 3.1 within fourteen (14) calendar days of the date of the relevant audit.
(b) The licence granted by us to you under Clause 4(a) is subject to the following prohibitions. You must not:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
(iii) sub-license its right to access and use the Services; or
(iv) permit any unauthorised person to access or use the Services; or
(v) use the Services to provide services to third parties; or
(vi) republish or redistribute any content or material from the Services; or
(vii) access all or any part of the Platform and Documentation in order to build a product or service which competes with the Platform and/or the Documentation; or
(viii) make any alteration to the Platform, except as permitted by the Documentation; or
(ix) remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Platform;
(x) use any data mining, robots or similar data-gathering or extraction methods;
(xi) engage in any activity that interferes with, disrupts, negatively affects or inhibits other users from accessing or fully enjoying the Platform;
(xii) introduce any virus, malware, worms, trojan horses, logic bombs or any other programme that would otherwise result in any technical glitch, malfunction, failure, delay, default or security breach into our Site or App; or
(xiii) conduct or request that any other person conduct any load testing or penetration testing on the Platform or Services without our prior written consent.
(c) By using the Platform, you confirm that you will not use the Platform for any of the following:
(i) any activity that: (A) involves proceeds from any illegal or unlawful activity; (B) publishes, distributes or disseminates any illegal or unlawful material or information; or (C) otherwise violates, or could possibly violate, applicable laws;
(ii) any activity that: (A) defames, abuses, extorts, harasses, stalks, threatens or otherwise violates or infringes the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of any other person; (B) incites, threatens, facilitates, promotes, or encourages hate, racial intolerance or violent acts towards any other person; or (C) harvests or otherwise collects information or data from the Platform, including about other Users.
(iii) any activity that: (A) attempts to defraud us or any other person; or (B) provides false, inaccurate or misleading information to us.
5. AVAILABILITY OF SERVICES AND SECURITY
(a) We shall use commercially reasonable efforts to ensure that the Platform is available to you. However, access to the Platform may be disrupted from time to time due to necessary maintenance, technical issues, network and system capacity constraints or other events outside of our control.
(b) We will use commercially reasonable efforts to avoid downtime of the Platform, but we assume no liability if the Platform or any part thereof is unavailable at any time or for any period.
(c) You acknowledge and agree that you are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for: (i) antivirus protection; (ii) the accuracy of data input and output; and (iii) for maintaining a means external to the Platform for any reconstruction of any lost data.
(d) You acknowledge and agree that we shall not have any liability or be responsible to you in any way for:
(i) your use of the internet to connect to the Platform or any technical problems, system failures or security breaches on your hardware or software; (
(ii) the hardware that you use to access the Platform and of any of your data associated with the Platform that is stored on your own hardware; or
(iii) any fees you may incur in order to connect to the internet for the purpose of using or accessing the Platform.
(e) You must immediately notify the us in the event that you become aware of any part of the Platform malfunctioning or if you otherwise experience any material malfunction or other connectivity problem that adversely affects your access to or use of the Platform.
6. INTELLECTUAL PROPERTY AND USE LICENCE
6.1 Our ownership of the Platform
(a) All of the patents, trademarks, logos, trade names, rights in domain names, copyrights, moral rights, design rights, database rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether or not patentable) and other similar intellectual property rights (whether registered or not)) and applications for such rights as may exist anywhere in the world (collectively, "Intellectual Property Rights") in the Platform, the Documentation and the material published on and through it are owned by us, our licensors and other providers of such material and are protected by applicable intellectual property laws and treaties around the world.
(b) You may not engage in any activity on or through the Platform that infringes or otherwise makes unauthorised use of another party’s Intellectual Property Rights.
6.2 Warranty
(a) We warrant that the Platform and Services, when used by the Customer in accordance with this Agreement (including the Documentation), will not infringe any UK Intellectual Property Rights.
(b) If we reasonably determine, or any third party alleges, that the use of the Services by you in accordance with this Agreement (including the Documentation) infringes any person's Intellectual Property Rights, we may at our own cost and expense:
(i) modify the Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(ii) procure for you the right to use the Services in accordance with this Agreement.
(c) If such the remedies set forth in Clause 6.2(b) are not reasonably available, we may terminate this Agreement on seven (7) calendar days’ notice to you, subject to repayment of any charges paid by you to us in respect of Services that were to be provided to you after the termination of this Agreement, but without any additional liability or obligation to pay damages or other additional costs to you.
7. THIRD PARTY SERVICES AND CONTENT
(a) In using the Platform, you may view content provided by third parties, including links to web pages and services of such parties ("Third Party Content"). Unless expressly stated otherwise, we do not control, endorse or adopt any Third Party Content and shall have no responsibility for Third Party Content including material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction.
(b) Your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings, and you understand that your use of Third Party Content, and your interactions with third parties, is at your own risk.
(c) If you access the Platform through or using any services or software provided by third parties, you acknowledge and agree that we are not responsible or liable for any loss or damage of any kind incurred as a result of your use of such third party services or software.
8. LIMITATIONS OF LIABILITY, DISCLAIMER AND INDEMNITY
8.1 Limitation of Liability
(a) Nothing in this Agreement shall exclude or restrict our liability for: (i) death or personal injury resulting from our negligence or our Associated Parties (defined below); (ii) fraud or fraudulent misrepresentation; or (iii) any other matter that cannot be excluded or limited under applicable law.
(b) Subject to the foregoing, to the maximum extent permitted by applicable law:
(i) in no event shall we, our affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, "Associated Parties") be liable for any:
(A) indirect or consequential loss, even if we are advised of the possibility of such losses; or
(B) direct or indirect loss of: (1) profit; (2) sale or business opportunity; (3) contracts; (4) corruption of software, data or information; (5) anticipated savings; (6) revenue; or (7) goodwill,
in each case, whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with authorised or unauthorised use of the Platform, or this Agreement; and
(ii) We and our Associated Parties' aggregate liability whether arising from breach of (including negligence) contract, tort, breach of statutory duty or otherwise (including any liability for any negligent act or omission) howsoever arising out of, or in connection with, the performance of its obligations under this Agreement in respect of any one or more incidents or occurrences shall be limited to the greater of: (i) USD $1,000; and (ii) the total amount of fees received by us or the Associated Parties from you in connection with your use of the Platform in the twelve (12) month period prior to the date of the first incident or series of connected incidents giving rise to a claim made by you under this Agreement.
8.2 Disclaimers
(a) SAVE AS SET OUT IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM AND ANY SERVICE OR OTHER ITEM PROVIDED BY US OR ON OUR BEHALF BY A THIRD PARTY PROVIDER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR INFRINGEMENT OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.
(b) WITHOUT LIMITING THE FOREGOING, WE NOR ANY OF OUR THIRD PARTY PROVIDERS REPRESENT OR WARRANT THAT THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, UNINTERRUPTED, TIMELY, CURRENT OR ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF THE PLATFORM AND RELIANCE THEREON IS AT YOUR SOLE RISK. NEITHER WE NOR OUR THIRD PARTY PROVIDERS WILL IN ANY WAY BE LIABLE TO YOU OR ANY USER OR ANY OTHER ENTITY OR PERSON FOR THEIR INABILITY TO USE THE PLATFORM, OR FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, COMPUTER VIRUS OR OTHER INFIRMITY OR CORRUPTION, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF THE PLATFORM.
(c) NO WARRANTIES ARE MADE AS TO RESULTS TO BE OBTAINED FROM USE OF THE PLATFORM OR SERVICES.
(d) WE AND OUR ASSOCIATED PARTIES SHALL NOT BE LIABLE IN ANY MANNER FOR THIRD PARTY’S OR REDISTRIBUTOR'S PRODUCTS OR SERVICES.
8.3 Indemnification
(a) To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless immediately upon demand us and our Associated Parties from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense including reasonable attorneys' fees, in any way arising out of, in relation to or in connection with directly or indirectly:
(i) your use of or conduct in connection with the Platform;
(ii) your breach of this Agreement;
(iii) your violation of any applicable law or the rights of any other person or entity.
(b) You will provide us and our Associated Parties with any assistance that we and our Associated Parties reasonably request in relation to defending any action or proceeding arising under Clause 8.3(a).
9. CONFIDENTIALITY
(a) You and we will hold any information disclosed us during the Subscription Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as "confidential" or should have been reasonably understood by you or us to be confidential together with any data we hold about you (including Portfolio Data) in confidence (“Confidential Information”).
(b) You and we and our Associated Parties (who have a "need to know") will exercise at least the same degree of care with respect to your Confidential Information as we exercise to protect our own Confidential Information, and in any event, no less than reasonable care.
(c) You and we will not disclose any part of the Confidential Information to any third party, except that we may disclose such Confidential Information to our Associated Parties (including financial advisors, accountants and attorneys) who have a "need to know" and who are acting on our behalf and are bound by, or are otherwise protected by legal privilege or confidentiality and nondisclosure commitments substantially similar to those contained in this Agreement.
(d) If we are legally compelled to disclose Confidential Information we shall (i) provide prompt notice (if legally permissible) to you so that you can seek a protective order or other appropriate remedy; and (ii) limit any such disclosure to the extent of the legal requirement and the disclosed information will remain Confidential Information despite such disclosure.
(e) The obligations of confidentiality set out in 9(a) do not apply to information which:
(i) is or becomes (through no act or omission of yours or ours), generally available to the public;
(ii) becomes known to you or us or any of our Associated Parties through a third party who is not subject to an obligation of confidentiality with respect to that information;
(iii) was lawfully in your or our possession or possession of any of our Associated Parties prior to such disclosure;
(iv) is independently developed by you or us or any of our Associated Parties; or
(v) if you or agree that the information is not confidential or may be disclosed, to the extent of the consent that is provided.
(f) You grant us and our Associated Parties (who have a "need to know") the right to use and disclose Portfolio Data to the extent necessary:
(i) necessary to provide the services on the Platform (including storage and technical processing), subject to industry-standard security measures;
(ii) to comply with applicable laws; and
(iii) in the event of a sale of all or part of our business, we may disclose Portfolio Data to Associated Parties;
10. WARRANTIES
Our Warranties
10.1 We warrant to you that:
(a) we have the legal right and authority to enter into this Agreement and perform our obligations under this Agreement;
(b) the Services will be provided with reasonable skill and care, and to the extent permitted by applicable law, your sole and exclusive remedy for breach of this warranty and our sole liability under or in connection with this warranty will be re-performance of the relevant Services
(c) the Platform and Services, when used by the Customer in accordance with this Agreement (including the Documentation), will not breach any laws, statutes or regulations applicable under English law;
(d) the Platform and Services will conform in all material respects with the Services Description set forth in Clause 1;
(e) we will use reasonable endeavours to ensure that the Platform will be free from Viruses,; and
(f) the Platform will incorporate security features reflecting the requirements of good industry practice.
Your Warranties
10.2 You warrant to us that you: (i) are eligible (in accordance with Clause 2.1); and (ii) have the legal right and authority; to enter into this Agreement and to perform your obligations under this Agreement.
10.3 You shall:
(a) provide us with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be reasonably required by us;
in order to provide the Services;
(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to your rights and obligations under this Agreement;
(c) carry out all other responsibilities set out in this Agreement in a timely and efficient manner;
(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for you to use the Platform, receive the Services and perform your obligations under this Agreement;
(e) ensure that your network and systems comply with any technical specifications provided by us from time to time; and
(f) except as otherwise expressly provided in this Agreement, be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to the Site or App.
10.4 In the event of any delays in your provision of assistance or co-operation pursuant to Clause 10.3(a), we may adjust any agreed timetable or delivery schedule as reasonably necessary;
11. ACKNOWLEDGEMENTS AND LIMITATIONS
11.1 The terms of this Agreement shall not prevent us from entering into similar agreements with third parties or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
11.2 You acknowledge that the Services are designed to be compatible only with that software and those systems specified as compatible by us; and we do not warrant or represent that the Services will be compatible with any other software or systems.
11.3 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
12. CHANGES AND UPDATES TO THE PLATFORM AND TERMS OF USE
12.1 We may terminate or modify any feature or part of the Platform at any time for any reason whatsoever without notice but will use commercially reasonable endeavours to notify you in advance of any change which would materially impact your use of the Platform.
12.2 We may also revise and update this Agreement at any time in our sole discretion by posting an updated version of the Agreement on the Platform. All changes to this Agreement are effective immediately when posted to the Platform and apply to all access to and use of the Platform (including orders placed on the Platform) thereafter.
12.3 Your continued use of the Platform following the posting of a revised version of this Agreement constitutes your acceptance and agreement to the changes, and thereafter shall be binding on you.
12.4 If any partial termination or modification in accordance with this Clause 12 detrimentally affects your use of and/or rights granted in the Platform, you may terminate this Agreement by providing us with notice no later than thirty (30) days after the date of our notice of partial termination or modification. In such circumstances we shall repay any charges paid by you to us in respect of Services that were to be provided to you after the termination of this Agreement, but without any additional liability or obligation to pay damages or other additional costs to you
13. FORCE MAJEURE EVENT
13.1 A "Force Majeure Event" means any event beyond our reasonable control, including flood, extraordinary weather conditions or earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, epidemic or pandemic, communications, power failure, or third party system.
13.2 If a Force Majeure Event occurs that affects our ability to perform our obligations under this Agreement we will contact you as soon as reasonably possible to notify you and our obligations under this Agreement will be suspended and the time of performance of our obligations will be extended for the duration of the Force Majeure Event.
13.3 Where a Force Majeure Event takes place and you no longer wish to hold a User Account, you may cancel your User Account and receive a pro-rata refund of the Subscription Fees for the period from the commencement of the Force Majeure Event to the end of the Subscription Term.
14. GENERAL
14.1 Data Privacy
We will only use your personal data as set out in our Privacy Policy (as amended from time to time) available on our Site and App.
14.2 Transfers
We may transfer our rights and obligations under this Agreement to another entity, but this will not affect your rights or our obligations under this Agreement or the Privacy Policy. You may not transfer your rights and obligations under this Agreement to another person, except as permitted by us under Clause 4.2(a)(i).
14.3 Validity
(a) If any provision of this Agreement is deemed unlawful, void or unenforceable, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability.
(b) If any provision or part-provision of this Agreement is deemed deleted under Clause 13.3(a) you agree to negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.4 Waiver
No waiver of any provision hereof shall be valid unless in writing and signed by the parties. Any failure to enforce any right or remedy under this Agreement shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.
14.5 Relationship of the parties
Nothing in this Agreement: (a) is intended to, nor shall create or be deemed to create, any partnership, joint venture, agency, consultancy or trusteeship, or (b) shall give rise to any fiduciary or equitable duties owed by us to you.
14.6 Third party rights
Save in respect of Associated Parties under Clause 8.3, a person who is not a party to this Agreement has no right whether by applicable statute or otherwise to enforce any term of this Agreement.
15. COMPLAINTS, GOVERNING LAW AND DISPUTE RESOLUTION
15.1 If you have any questions, feedback or complaints, please contact us at: illio@illio.com. Alternatively, you can contact us by: (i) completing a contact form on the Site or App; or (ii) through the chat function on the Site or App.
15.2 This Agreement (including a dispute relating to its existence, validity or termination) and any non-contractual obligation or other matter arising out of or in connection with it are governed by the laws of England.
15.3 The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement.