Terms of Service
Introduction and what these terms do
1.1 About Us
Adoptech.co.uk is a site, service and platform that supports the creation of company, team and technology policies, the creation and management of a companies cap table and efficient information exchange with stakeholders using our audit and assessment tool along with other products relating to protecting technology companies and their clients from unexpected events, such as, disasters and financial failure. The site and platform is owned and the service is provided by Adoptech Ltd (“Adoptech”, “us” and “we” below), Company Number 12310295, a limited company registered in England and Wales and our office address is 71-73 Carter Lane, London. EC4V 5EQ. Our registered address is 71 Shelton Street, London, England, WC2H 9JQ. Our VAT Registration Number is 341889569.
To contact us, please email [email protected].
1.2 When these terms apply
These Terms of Service (“Terms”) apply when you (“your” and “User” below) create an account to use any features, services, products or tools (together, the “Services”) offered on our platform at https://portal.adoptech.co.uk/ (the “Platform”) and continue to apply to your use of and the use by anyone who you enable access to the Platform and Services.
IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS YOU MAY NOT USE THE PLATFORM OR OUR SERVICES. IF YOU COMMENCE USE OF THE SERVICES YOU SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS IN FULL.
1.3 Terms subject to change
Please note that we may change, modify, add or remove sections of these Terms from time to time. We will post any changes to our Site by updating these Terms, but we may not make any separate publication about such changes, so please revisit these Terms every so often, because you shall be deemed to agree with these Terms at all material times if you continue to use our Services.
1.4 Platform and Services subject to change
You acknowledge that we provide one, uniform core platform and related services to all our customers and that it is our business model to update and change the Platform and the Services in line with other customers from time to time. We may change, modify, add or remove any element of the Platform or Services at any time without notice including for reasons of improvement, maintenance or discontinuation of any part of the Platform or Service. [Where we intend to remove any functionality or feature of the Platform or Services, except in cases where removal is in our opinion reasonably required in order to ensure the stability of the Platform or Services, we will give you at least [three months’ notice] of the change.]
These Terms were last updated in October 2020.
Data and Use of the Platform
2.1 It’s your data
Your personal and company data is sensitive and entitled to protection. We’ll never share or make your data or information uploaded to the Platform by you available to anyone without your explicit permission (other than being legally required such as a court order).
We expect you to ensure that your team, particularly those you give Admin access to, have strong passwords, and be different from their social network or other website logins. You should ensure your team take measures to keep their passwords secure and private.
2.2 Information Security
If you establish an account on the Platform, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; (ii) immediately notify us at [email protected] of any unauthorised use of your password or user ID or any other breach of security; (iii) not to share any password with anyone else; and (iv) to promptly disable access for any person in your team who leaves your organisation or takes a role inconsistent with continuing access.
You are responsible for all content that you transmit or otherwise make available to our Site and Platform. Your access to and use of this Platform may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.
2.3 Data collection
Subject to the confidentiality obligations created under these Terms (see below), you agree that we have the right to collect and analyse specific data points and other information gained from your company profile settings. This covers, without limitation, information concerning your data and data derived therefrom, and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site/Platform and for other development, diagnostic and corrective purposes in connection with the Site/Platform; and (ii) to disclose such data solely in aggregated or other de-identified forms in connection with our business. This is for the mutual benefit of all Adoptech Users.
2.4 Granting ourselves access for customer support purposes
Occasionally you may contact us for customer support. Our team may access your company’s details for the purpose of assistance in such circumstances.
2.5 Providing platform feedback
If you give us feedback on the Platform, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary and implementation of that feedback is owned by us and may become part of the Site or the Platform without compensation to you. We reserve all rights in and to the Platform unless we expressly state otherwise.
2.6 Appropriate use of the Platform
We reserve the right to suspend your use of the Platform immediately and without prior notice if any access to the Platform using your account details (i) is an unauthorised user; (ii) uses repeat requests or automation in a manner which causes an unreasonable load on the Platform; (iii) uploads content which is illegal or breaches the rights of any third party; or (iv) uses the Platform for reasons we have reasonable cause to believe is illegal or breaches the rights of any third party.
No Legal, Tax, Financial or Other Advice
3.1 Service are provided for general information only
As you navigate through our Services, upload, create and edit policies and documents on the Platform you will be guided by our hints to help you choose the required data and in some instances, whether to include or not include a particular term. These hints have been created to help you understand different ways to make effective use of the Platform. Whilst sourced from experts and reflecting industry best practices, they are provided for general information only. They are not intended to amount to and should not be relied upon as advice. If at any point you are still uncertain about your selection, you should obtain professional or specialist advice before taking or refraining from any action on the basis of those hints.
3. 2 Adoptech Customer Support
From time to time, you will have certain questions you would like to take some advice on. You may seek that advice from our customer support team. We will try to provide you with a qualified response or direct you to a relevant resource. However, at no point does this advice qualify as legal, tax, financial or other advice. If you remain uncertain you must verify the information that we provide with a qualified professional.
For the avoidance of doubt, by using the Platform and our Services, you agree that:
- You are solely responsible for the appropriate selections within any documents;
- The instructions and tutorials are created for a wide audience and may not suit your individual company’s needs;
- the documents available via the Platform may not fit your specific circumstances. You should make your own judgement on the suitability of any such materials to your circumstances, or obtain your own advice to review such materials before using them;
- we are not providing legal, financial, tax or any other advice. The Platform, Site or our chat support should not be used as a substitute for advice from qualified legal, tax or accounting professionals; and
- we shall have no liability of any kind whether in contract, any form of negligence or other tort or for any other cause of action in relation to any statement, information or omission made in providing the Platform or the Services.
Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.
3.3 Modifications to our documents
If you include a custom term that is not available on our Platform into any document provided on the Platform, we do not assume any risk or liability for the inclusion of such a term even if you have consulted us in relation to the content or inclusion of such a term. If you have any doubt over the validity, effect or merits of the term you should seek professional legal advice
4. 1 In the course of us providing and you receiving our Services, each of us understands that the other party has disclosed or may disclose business, technical, financial or other confidential, sensitive or proprietary information relating to their business (“Confidential Information”). Confidential Information includes non-public information regarding features, functionality and performance of the Platform and Service, non-public information or data provided by you to us to enable the provision of our Services (company data, technology architectures, financials, employee information etc), and any other information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Both of us agree:
(i) to take reasonable precautions to protect such Confidential Information; and
(ii) not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.
The foregoing provisions will not apply with respect to any information that any of us can prove:
(a) is or becomes generally available to the public;
(b) was in its possession or known by it prior to receipt from the other party (other than as a result of a breach of confidentiality);
(c) was rightfully disclosed to it without restriction by a third party;
(d) was independently developed without the use of any Confidential Information owned by the other party; or
(e) is required to be disclosed by law
4.2 Proprietary Rights
We own and retain all right, title and interest in and to (a) the Services and Platform, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with our Services or support or the Platform, and (c) all intellectual property rights related to any of the foregoing, including but not limited to all text, published material, document creation “flow”, sound, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork, designs, specifications, data and computer code, including but not limited to the design, structure, selection, coordination, expression, and “look and feel” of the Platform and any related Services. Those works are protected by copyright laws, database rights and other intellectual property rights around the world. All such rights are reserved.
You will own all right, title and interest in and to your personal and corporate data and Confidential Information.
No rights or licenses are granted except as expressly set forth herein.
Payment of Fees
5.1 General payment information
You will pay us the fees described for each Service you subscribe for or purchase in accordance with these Terms (the “Fees”). Full details on our service fees can be found here. All Fees are stated exclusive of VAT.
We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service Term (defined below) or then current renewal term upon prior notice to you, which may be sent by email.
For subscriptions or purchases made on the Platform, payment is due on the terms applicable to that subscription or purchase. You will be responsible for VAT and all other taxes associated with your use of Services that are attributable or due by you. If an applicable tax authority requires us to pay any taxes that should have been payable by you, we will advise you in writing, and you will promptly reimburse us for the amounts paid.
Except as otherwise provided, payment for invoices is payable within 30 days of the date of the applicable invoice.
If payment is late, we reserve the right, in addition to taking any other action at law or equity, to take one or more of the following actions (i) charge interest on due amounts at the rate set by The Late Payment of Commercial Debts (Interest) Act 1998 and to charge all expenses of recovery (including reasonable legal fees), (ii) suspend your access to the Services until overdue amounts are paid in full, including any interest assessed on the overdue amounts, or (iii) terminate our agreement.
Fees are subject to any promotional offers we may make from time to time. For example, we may be inclined to offer discounted Fees for our subscription products. If we do that, we will start charging you Fees at the standard non-promotional advertised price on our Site after the promotional period ends.
5.4 Incorrect bills
If you believe that we have billed you incorrectly you must contact us no later than 7 days after the invoice in which the error or problem appeared. Inquiries should be directed to our customer support department via email [email protected]
Term and Termination
6.1 Term of agreement
Either party may terminate our agreement under these Terms upon at least thirty (30) days’ notice to the other party to expire at the end of the month to which the next payment due relates. For example, if notice is served by a party on 28 July and monthly payment is due on 1 August, the contract will terminate on 31 August.
6.2 Termination rights
For any material breaches of these Terms which is not remedied within thirty (30) days of the non-breaching party giving notice to the breaching party requiring remedy, the non-breaching party may terminate this Agreement. In circumstances where we suspend Services due to inappropriate use by you on more than three occasions or you fail to pay any of our invoices when due and payable, we may terminate our agreement with you with immediate effect. You will pay in full for the Services that you contracted for.
The following terms in our agreement will continue to be enforceable, even after termination: confidentiality obligations, warranty disclaimers, and limitations of liability.
6.3 Effect of choosing not to renew your subscription service term
If you choose not to renew your subscriptions, you will be unable to access the policy and other documentation that you have created.
Representations & Warranties
By entering into an agreement under these Terms on behalf of a company or other legal entity, you represent that you have the appropriate authority to bind such entity and its affiliates to these Terms. In which case the terms “you”, “your” and “user” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the Terms, you must not accept any agreement under these Terms and may not use the Platform or our Services.
7.2 Appropriate use
You confirm that:
- you will only use the Platform for your own internal business purposes
- that you will comply with all applicable laws, rules, regulations and court orders; and
- that you will adhere to all our published policies then in effect
Should you not be able to confirm the above you must stop using the Platform and our Services immediately.
You warrant that you will not, directly or indirectly:
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”);
- modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorized within the Services);
- use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party;
- introduce or permit the introduction of any virus into our IT systems;
- access all or any part of our Platform or Services in order to build a product or service which competes with us; or
- remove any proprietary notices or labels.
The above warranties shall not affect any statutory right you may have which cannot be excluded by a contractual term.
7.4 Our license to you to allow you to use our materials
With respect to any contracts, documentation, policies, assessments, audits or any other material created by you using the Adoptech Site or Service (the “Materials”), we hereby grant you a non-exclusive, non-transferable, non-sublicensable license to use such Materials only in connection with your obtaining the benefit of the Services for your own use.
7.5 Our indemnity to you
We will indemnify you and hold you harmless against any claims by third parties resulting from any alleged infringement by the Service of any provided we are promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and/or settlement; We will not be responsible for any settlement we do not approve in writing.
The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by us, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by us, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where we continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms.
If due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our option and expense (a) replace or modify the Service to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate our agreement under these Terms and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.
7.6 Your indemnity to us
You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of an alleged violation of these Terms or otherwise from a User’s use of the Materials or Services.
Disclaimers & Limitation of Liability
8.1 Limitation of liability
We do not 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 team and for fraud or fraudulent misrepresentation.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY:
(A) FOR ACCURACY OF ANY RESULTS OBTAINED FROM THE PLATFORM OR THE SERVICES OR FOR ERROR OR INTERRUPTION OF USE OF THE PLATFORM OR SERVICES
(B) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
(C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
(D) FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR BUSINESS;
(E) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR
OUR TOTAL AGGREGATE LIABILITY, UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY, FOR ALL CLAIMS IN TOTAL ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Allocation of Risk
These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Services reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into this agreement without such allocation and limitation.
8.3 Cannot guarantee uninterrupted service
Whilst we do not guarantee that our Platform or any Services available through it will always be available or be uninterrupted or error free, we will use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which seeks to minimise errors and interruptions in the Platform and our Services. We will perform Platform maintenance and updates in a professional and workmanlike manner. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this via social media channels or on our Site, and we will aim to provide (where possible) an estimated time by which the Platform and Site will resume their normal service.
8.4 Disclaimer of warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
OUR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF OUR PLATFORM OR SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION(S) NOR THAT THE PLATFORM, THE SERVICES OR THE RESULTS THEY YIELD ARE SUITABLE FOR YOUR PURPOSES.
YOU ACKNOWLEDGE AND AGREE, THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY US WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
We have professional indemnity insurance in place to cover ann connection with the Platform and/or related Services and support.
At Adoptech our clients’ interests come first, we endeavor to provide professional and high standard services. Where issues arise a phone call with the support team is often the quickest way to resolve any concerns.
From time-to-time, despite our best efforts, you may feel the need to make a formal complaint and as outlined without our Company’s Complaint’s Policy each complaint should be handled promptly and fairly in line with the principle of fair treatment to customers.
If you have a formal complaint, we ask that you email [email protected]
Your email should be acknowledged within 24hours and a senior member of the team will respond within a working week.
The failure by either party to enforce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. If any reference in these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
No agency, partnership, joint venture, or employment is created as a result of our agreement under these Terms and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal fees.
All notices under these Terms will be deemed to have been duly given when received, or if transmitted by email, the day after it is sent.
Our agreement under these Terms will be governed by the laws of England and Wales and we both agree to the exclusive jurisdiction of the courts of England and Wales.