Last updated: 10 June 2019
The following terms and conditions (the “Terms”) form a binding contract between you, in either your individual capacity or on behalf of the business you represent, and either Aegis Systems Limited or Aegis Compliance Limited (“Aegis”). They govern your use of any internet-based applications, software, services and websites (the “Services”) offered by Aegis Compliance Limited.
If you create an account as an individual, or do not have sufficient authorisation to enter into the Terms on behalf of a business, then you as an individual are the Customer.
If you create an account and you have the necessary authority to bind your business to these Terms, then your business is the Customer.
This refers to any person who the Customer grants access to the Customer’s account, whether that user has full admin or limited access to the account’s capabilities.
This is a purchase agreement between you the Customer and Aegis, granting a time limited access to the system, subject to these Terms. A Subscription requires payment, as described below, although occasionally, Aegis may provide free access for limited use and time frame.
Acceptance of the Terms
By either creating an account, or entering into an agreement to purchase a Subscription (as defined above), you agree, as a Customer, to be bound by these Terms. As such, you represent and warrant that (1) you have read, understand, and agree to be bound by these Terms, (2) you are at least 18 years of age, and (3) you have the authority as a Customer to enter into the Terms. If you do not wish to be bound by these Terms, you may not access or use the Services.
Billing and Payment
Unless otherwise agreed, Subscriptions require payment of a monthly recurring fee for the amount, and on the day of the month, indicated in the Subscription. All payments will be subject to VAT at the standard rate and.
Prior to the start of a Subscription and before each renewal thereafter, Aegis will email an invoice to the email address for the main Customer account. Payments are due 10 days after the invoice date, unless otherwise agreed in writing.
If a Customer upgrades to a higher pricing level or tier, Aegis will credit any pro-rata remaining balance from previous Subscription payments to your new level or tier. All fees paid for a Subscription are non-refundable.
Late payments will be charged interest at the rate of 3% ver the base rate per month (or, if lower, the highest rate permitted by law).
If payment is not received when due, the Customer’s account and access for all Authorised Users will be suspended. The account and access will be restored if full payment is received within 3 months. If payment has not been received after 3 months, the account and all associated data will be deleted.
Aegis reserves the right to modify pricing at any time, subject to compliance with the terms of any existing Subscriptions for the remaining term thereof, in which case price increases during such term will go into effect upon renewal of the Subscription.
Access to our Services
Access will be granted to all Customer’s who have purchased a Subscription, or to any Customer Aegis decides to provide access without payment,
Aegis may terminate any free Subscription at any time, in its sole discretion, without liability to the applicable Customer or any Authorised User. In the case of a paid Subscription, the Customer and their Authorised Users will be permitted to access and use the Services for the period set forth in such Subscription.
In all events, Aegis reserves the right to modify or discontinue the Services with or without notice and without liability to any Customer or Authorised User. If you object to any such modifications, your sole recourse will be to cease access to the Services.
Use of the Services
In order to access the Services and allow it work correctly, you are required to provide a limited amount of personal information, including your unique email address and contact details. It is your responsibility to ensure that such information is accurate and up to date.
- to use the Services only for purposes that are (a) permitted by the Terms and (b) in compliance with all applicable laws, rules and regulations.
- to maintain the confidentiality and security of your password and any other account information. You agree to notify Aegis immediately at firstname.lastname@example.org” if you become aware of any unauthorised use of either your password or your account.
- any users configured as ‘Admin Users’ by the Customer or other Authorised Users may have administrative privileges which can access and modify your Content on the Service, and may remove your ability to access the Customer account and such Content. You agree that Aegis will have no liability to you for actions taken by Admin Users.
- that your Authorised User account information may be visible to other users on the system if they interact directly, or indirectly, with your Customer account.
- not to access (or attempt to access) the Service through any automated means (including use of scripts or web crawlers)
- you will not engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).
- not to take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- not to bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services.
- not to copy, reproduce, modify, create derivative works from, distribute, reverse engineer, decompile or otherwise attempt to extract the source code of the Services
- not to publicly display any content (except for Your Information) from the Site without the prior expressed written permission of Aegis.
- not transmit to Aegis any “personal data” (as defined by the European Union General Data Protection Regulation), or (iii) any other data that is subject to regulation, without first entering into a separate agreement with Aegis regarding such transmission and processing of such data, and ensuring compliance with applicable laws.
- not to add personal details, as described by GDPR, of third parties to the Services without their consent, and only if required to ensure the Services work correctly.
- that Aegis does not screen the content that you submit to the Services, and as such relies on your co-operation to remain GDPR compliant, specifically for sub-sections 12) and 13) above
You understand that content must only be added to the Services if it is applicable to the service you, the Customer, provide to your clients.
Although Aegis reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Services, you agree that you are solely responsible for any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Aegis may suffer) by doing so.
You acknowledge and agree that Aegis owns and retains all legal right, title and interest in and to the Services, including all intellectual property rights related thereto (whether registered or unregistered, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Aegis and that you shall not disclose such information without Aegis prior written consent.
Aegis hereby grants you a personal, worldwide, royalty-free, non-sub-licensable, non-assignable, and non-exclusive, non-transferable and revocable license to access and use the Services in compliance with these Terms. You acknowledge and agree that you obtain no intellectual property rights under these Terms, except for the limited license explicitly contained herein.
You retain copyright and any other rights you already hold in Content which you submit, share, upload, post or display on or through the Services. You hereby grant Aegis a limited license to use your Content to provide the Services, including the right to reproduce, adapt, modify, translate, publish, and distribute Content.
Aegis may anonymise and aggregate your Content for the purposes of
- analysing and improving the performance of the Services
- developing machine learning algorithms underlying the Services
- developing new services
- recommending publicly available applications or web content to other users of the Services
- producing and publishing marketing content
- and otherwise operating its business.
You hereby grant Aegis a worldwide, non-exclusive, royalty-free, license to use, copy, reproduce, distribute, prepare derivative works of, display and perform any and all anonymised content for such purposes, provided that no such use identifies the Customer or any Authorised User.
You represent and warrant to Aegis that you have all the rights, power and authority necessary to grant the above licenses. You agree that you will not submit, share, upload, post or display Content on or through the Services that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit, share, upload, post or display the Content and to grant Aegis all of the license rights granted herein.
If you are a Customer, you hereby grant Aegis permission to use and display your business name and logo on an Aegis website and in any marketing materials, and to identify you as a customer of Aegis. To request removal of this identification, please notify us in writing at email@example.com. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to do so and why.
These Terms will continue to apply until terminated by either you or Aegis as set out below.
Either party may terminate a Subscription in the event that the other party materially breaches these Terms and does not cure such breach within 30 days after receipt of written notice thereof.
After their initial trial period, a Customer may terminate a Subscription by giving Aegis 6 months notice, by
- notifying Aegis at any time at firstname.lastname@example.org
- via the interface provided as part of the Services,
- simply not renewing their paid for subscription
in no event will the Customer be entitled to a refund of prepaid fees.
Aegis may terminate these Terms or any Subscription, at any time if:
- the Customer or any Authorised User breaches any provision of the Terms (or acts in a manner which clearly shows that intent to, or are unable to comply with the provisions of the Terms)
- Aegis is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful)
- Aegis is transitioning to no longer providing the Services to users in the area in which you are resident or from which you use the service
- f the provision of the Services to you by Aegis is, in Aegis sole opinion, no longer commercially viable.
Aegis may terminate any Unpaid Subscription at any time with or without notice.
Upon termination of these Terms or any Subscription, all of the legal rights, obligations and liabilities under these Terms arising prior to such Termination or which are expressed to continue indefinitely, shall survive such Termination indefinitely.
Exclusion of Warranties
The Services are provided “with all faults” and on an “as-is” and “as-available” basis. Aegis makes no representations or warranties of any kind, whether express or implied, as to the operation of the services, including, but not limited to, any warranties of merchantability, fitness for a particular use or purpose, non-infringement, quiet enjoyment, and accuracy. you expressly agree that your use of the service is at your sole risk.
Aegis makes no warranty that the service will meet your requirements, or that your access to the service will be uninterrupted, timely, secure, error free, or free of viruses or bugs; nor does Aegis make any warranty as to the results that may be obtained from the use of the service.
To the extent that Aegis may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be limited to the maximum extent permitted under such applicable law.
Limitation of Liability
In no event will Aegis be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, including lost profits, loss of use, loss of data, cost of procurement of substitute goods or services, however caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), or otherwise, whether or not Aegis has been advised of the possibility of such damages.
In any event, Aegis maximum aggregate liability under, arising out of or relating to this agreement or the service shall not exceed the greater of
- the total amount of fees paid by you to Aegis during the twelve (12) months preceding the date the liability first arises.
to the extent that Aegis may not, as a matter of applicable law, limit liabilities, the extent of Aegis liability will be the minimum permitted under such applicable law.
You hereby agree to indemnify, defend and hold Aegis, its resellers, partners, officers, directors, agents, affiliates, and licensors (the “indemnified parties”) harmless from and against any claim or liability arising out of (a) any content you submit, share, upload, post or display on or to the service; (b) any use by Aegis end users of your content; (c) any breach of or noncompliance with any representation, warranty or obligation in these terms or applicable policies; and (d) any claim that your content violates any applicable law, including without limitation that it infringes the rights of a third party. you shall cooperate fully in the defence of any claim. Aegis reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you. you acknowledge that damages for improper use of the services may be irreparable; therefore, Aegis is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.
Aegis does not permit infringement of intellectual property rights on its Services. Aegis may remove Content if it believes, or has reason to believe, such Content infringes on another’s copyright. Without prior notice and at any time at its sole discretion, Aegis reserves the right to remove any Content, disable your ability to share or upload Content within the Service, or terminate your access to the Service (a) for uploading or sharing such Content in violation of these Terms; or (b) if, under appropriate circumstances, you are determined to be a repeat infringer.
Aegis reserves the right in its sole discretion to decide whether your conduct is inappropriate and whether it complies with these Terms for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, etc. Aegis may terminate your access for such inappropriate conduct in violation of these Terms of Service at any time and remove any such objectionable Content, without prior notice and at its sole discretion.
General Legal Terms
a. The Terms constitute the entire legal agreement between you and Aegis and govern your use of the Services, and completely replace any prior agreements between you and Aegis in relation to the Services.
b. You agree that Aegis may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
c. You agree that if Aegis does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Aegis has the benefit of under any applicable law), this will not be taken to be a waiver of Aegis rights and that those rights or remedies will still be available to Aegis.
d. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
e. The Terms, and your relationship with Aegis under the Terms, shall be governed by the laws of the United Kingdom.
Changes to the Terms
These Terms are subject to occasional revision, as indicated by the date of the most recent change listed above.
We will notify you of changes by sending an email to the address provided for the main account, and to each authorised user.
Continued use of the Services following such changes will indicate your acknowledgement of such changes and your agreement to be bound by the updated version of these Terms.