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Terms & Conditions
Terms & Conditions Last updated: March 8th, 2021 Limio.com is a site operated by Innovate42 Ltd ( the “Company"), trading as Limio. Innovate42 Limited is registered in England and Wales under company number 10653083 and have our office at Capital House, 42 Weston Street, London, England, SE1 3QD. Limio® is a registered trademark in the EU (017984181). Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the www.limio.com website or API (the “Service”) operated by Limio Limited (the “Company”, “us”, “we”, or “our”). Terms of Service These Terms and Conditions tell you (the “Customer”, “you”, ‘your”) the terms of use on which you may make use of our website http://limio.com or API (the “Service”), whether as a guest or a registered user. Use of our Service includes accessing, browsing, use of API or registering to use our Service. Please read these Terms and Conditions carefully before you start to use our Service, as these will apply to your use of our Service. By using our Service, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these Terms and Conditions, please do not register for or use this Service. Other applicable terms Your use of our Service is subject to these terms in their entirety and by using the service you agree to be bound by them. You need to register with us to fully access the Service and provide as a minimum your full name, e-mail address, and a password. The details provided by you on registration or changed at any later time must be correct and complete. Our use of your personal information submitted to us via the website or otherwise is governed by our Privacy Policy. Our Privacy Policy can be found at http://www.limio.com?open=privacy-policy. Please see our Privacy Policy for more information on cookies and the data we collect. If you wish to purchase the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. You expressly agree that Limio Limited is not responsible for any loss or damage arising from the submission of false or inaccurate information. By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases. You must inform us immediately of any changes to this information by updating your personal details via the website. The company may contact you periodically to confirm that your registration details are up-to-date. Limio Ltd may, at its sole discretion, offer the Service with a free trial for a limited period of time (“Free Trial”). You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Limio Ltd until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled the Service, you will be automatically charged the applicable Service fees for the type of Service you have selected. At any time and without notice, Limio Ltd reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer. SAAS SERVICES AND SUPPORT 1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. 1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer 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 Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third. Company hereby grants Customer a non-exclusive, non-sublicensable license to use such Software during the Term only in connection with the Services. Licenses can be transferred between users when a user leaves the Customer or changes their responsibilities and another user in effect replaces this first user at the Customer as a part of ongoing business operations. In the event of such a breach, your right to use our Service will cease immediately. 2.2 Customer must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. Customer must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. Customer must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. Company will report any such breach to the relevant law enforcement authorities and Company will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Service will cease immediately. 2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 2.4 Customer understands and agrees that only person who is permitted to use a username and password is the person whom the username and password is assigned. Passwords must be kept confidential and not disclosed or shared with anyone else. If the Customer knows or suspects that someone else knows a user's username and password Customer should notify Company. If the Company believes that there is a breach of security or misuse of the service, we may require you to change your password or we may terminate your account. 2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 3. CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.2 Notwithstanding anything to the contrary, Company shall have the right collect, analyze and learn from data and data, derivations and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings. Derived Learnings include, but are not limited to, the interpretation of acronyms and interpretation of misspellings. 3.3 No rights or licenses are granted except as expressly set forth herein. 4. PAYMENT OF FEES 4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. 4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company fifteen (15) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. 5. TERM AND TERMINATION 5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. 5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 5.3 Company may terminate or suspend your account immediately, without prior notice or liability,should the Customer breach terms 2.1 or 2.2. 6. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 7. LIMITATION OF LIABILITY Nothing in these terms of use excludes or limits Company’s fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. To the extent permitted by law, Company excludes all conditions, warranties, representations or other terms which may apply to Company’s site or any content on it, whether express or implied. Company, nor its directors and employees will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: • use of, or inability to use, Company site; or • use of or reliance on any content displayed on Company site; or • any conduct or content of any third party on the Service • any content obtained from the Service; and • unauthorized access, use or alteration of Customer’s transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Customer assume sole responsibility for the results obtained from the use of the Services and for conclusions drawn from such use. Company shall have no liability for any damage caused by errors or omissions in any information or instructions provided by Company to Customer in connection with the Service. Please note that in particular, Company will not be liable for: • loss of profits, sales, business, or revenue; • business interruption; • loss of anticipated savings; • loss of business opportunity, goodwill or reputation; or • any indirect or consequential loss or damage. If Customer suffers loss or damage as a result of Company negligence or failure to comply with these Terms, any claim by Customer against Company arising from Company negligence or failure will be limited in respect of any one incident, or series of connected incidents to the fees paid by Customer in the previous 3 months or the amount of direct loss or damage suffered by Customer, whichever is less. If Customer is not satisfied with any of Company’s Services, Customer’s sole and exclusive remedy is to terminate these Terms in accordance with the termination section of these Terms. 8. MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales. Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.