illapa Cloud Website Terms of Service

1 About these terms

These Terms of Service govern your access to and use of www.illapa.cloud and any related websites operated by illapa that link to these terms (together, the Website).

By using the Website you agree to these terms. If you do not agree to them you must not use the Website.

The Website is intended primarily for businesses, public-sector bodies, professional advisers and people acting in a business or professional capacity. If you use the Website as a consumer, nothing in these terms limits any rights that cannot lawfully be limited.

2 Who we are

The Website is operated by Illapa Cloud Limited, trading as illapa Cloud ("illapa", "we", "us" or "our").

• Registered in: England and Wales
• Company number: 10890314
• Registered office: 11 Castle Hill, Maidenhead, Berkshire. SL6 4AA
• VAT number: GB274467670
• Email: [email protected]

illapa provides software and technology that enables organisations to build, operate and deliver their own multi-tenant branded cloud services. illapa is an enabling technology provider and does not become the cloud service provider merely because an organisation uses illapa technology.

3 Other agreements

These terms apply only to use of the Website.

Access to Commander, OpsMgr, demonstrations, trials, support services, professional services, APIs or other illapa products may be subject to a separate order form, licence agreement, master services agreement, evaluation agreement or other written contract.

If there is a conflict between these terms and a separate written agreement concerning an illapa product or service, the separate agreement will take priority for that product or service.

Nothing on the Website constitutes an offer to supply a product or service on particular terms. A binding commercial commitment arises only when illapa and the relevant customer enter into a written agreement.

4 Changes to these terms

We may update these terms to reflect changes to the Website, our business or applicable law.

The updated terms will be posted on this page with a revised last updated date. Changes will apply from the date stated in the updated terms. You should review this page periodically.

If a change materially affects a registered Website feature we may also provide notice through that feature or by email where reasonably practicable.

5 Access to the Website

We may change, suspend, withdraw or restrict any part of the Website without notice. We do not guarantee that the Website or any content on it will always be available, uninterrupted, secure or error-free.

You are responsible for ensuring that anyone who accesses the Website through your internet connection is aware of and complies with these terms.

You must be at least 18 years old and legally capable of entering into these terms to use any restricted Website feature, request a demonstration or submit information on behalf of an organisation.

6 Permitted use

You may access and use the Website for lawful internal business, informational and evaluation purposes.

You may print or download reasonable extracts for those purposes provided that you do not:

• modify the materials;
• remove copyright, trademark or proprietary notices;
• present the materials as your own;
• use them to create a competing product or service; or
• redistribute or commercially exploit them without our written permission.

No right, title or interest in the Website or its content is transferred to you.

7 Prohibited use

You must not use the Website:

• unlawfully, fraudulently or maliciously;
• to introduce malware, ransomware, harmful code or other damaging material;
• to gain or attempt to gain unauthorised access to the Website, its infrastructure, accounts, data or connected systems;
• to probe, scan, test or circumvent security or authentication measures without our prior written permission;
• in a way that disrupts, damages, overloads or impairs the Website;
• to collect personal information or other data without a lawful basis and any required permission;
• to impersonate another person or misrepresent your identity, authority or affiliation;
• to transmit unlawful, defamatory, infringing, deceptive or harmful material;
• to send unsolicited advertising or promotional communications;
• to reproduce, extract, scrape, index or systematically collect Website content using automated means, except through a search engine operating in accordance with our published instructions; or
• to train, test or improve an artificial intelligence or machine-learning system using substantial parts of the Website or its content without our prior written permission.

You must not assist another person to do any of these things.

8 Accounts and restricted areas

If we provide an account, demonstration environment, partner area or other restricted feature you must:

• provide accurate and current information;
• keep login credentials confidential;
• use the feature only for its authorised purpose;
• promptly tell us if you suspect unauthorised access; and
• ensure that anyone accessing it through your organisation complies with the applicable terms.

You are responsible for activity carried out through credentials assigned to you or your organisation unless the activity resulted directly from our breach of an applicable obligation.

We may suspend or disable access where reasonably necessary to protect security, investigate suspected misuse, comply with law or enforce these terms.

9 Demonstrations, enquiries and submitted information

When you request a demonstration, contact us or submit information through the Website you confirm that:

• the information is accurate to the best of your knowledge;
• you are entitled to provide it;
• doing so does not violate another person's rights or confidentiality; and
• where you act for an organisation you have authority to make the request on its behalf.

Do not submit passwords, production credentials, sensitive personal data, regulated data, confidential source code or other information that is not reasonably required for your enquiry.

Unless we have agreed otherwise in writing, information submitted through a general Website form will not be treated as confidential. This does not affect our obligations concerning personal data under our Privacy Policy.

10 Product and service information

We take reasonable care when preparing Website content, but product descriptions, diagrams, screenshots, roadmaps, service counts, integrations and technical information are provided for general information only.

Features, interfaces, compatibility, capacity, performance, availability and third-party service catalogues may change. References to planned or developing functionality do not constitute a commitment to deliver it.

Before relying on Website content you should confirm the relevant requirements, capabilities, responsibilities and commercial terms with illapa in writing.

The Website does not provide legal, regulatory, financial, security, compliance or procurement advice. You are responsible for assessing whether any proposed deployment, service provider, infrastructure, location or operating model meets your requirements.

11 Third-party services and links

The Website may refer or link to third-party infrastructure, software, services, websites or materials, including services available through third-party catalogues.

Third parties operate independently from illapa. Unless expressly stated in a written agreement, illapa does not control, endorse, warrant or assume responsibility for third-party services, content, availability, security or privacy practices.

Your use of a third-party service may be subject to separate terms, fees, licences and policies. You are responsible for reviewing them.

Names, logos and trademarks belonging to third parties remain the property of their respective owners.

12 Intellectual property

The Website and its content, including text, software, interfaces, graphics, product names, documentation, designs, videos and other materials, are owned by or licensed to illapa and are protected by intellectual-property laws.

illapa, Commander, OpsMgr and any associated names, logos and branding are trademarks or trade names of illapa or its licensors. You may not use them without prior written permission except to identify illapa or its products accurately and lawfully.

If you provide suggestions, feedback or ideas about the Website or illapa's products, you grant illapa a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction. This does not transfer ownership of your pre-existing materials or confidential information covered by a separate written agreement.

13 Privacy and cookies

We process personal data as described in our Privacy Policy.

Our use of cookies and similar technologies is described in our Cookie Policy. Where required we will ask for consent before using non-essential cookies or similar technologies.

These terms do not replace those notices, and acceptance of these terms does not by itself constitute consent to optional data processing or non-essential cookies.

14 Security

You must notify us promptly at [email protected] if you become aware of a security vulnerability or incident affecting the Website.

You must not publicly disclose a suspected vulnerability before giving us a reasonable opportunity to investigate and address it. Nothing in this section authorises security testing without our prior written permission.

15 Disclaimer

The Website and its content are provided on an as available and as is basis for general information.

To the fullest extent permitted by law we exclude warranties, representations and conditions that are not expressly stated in these terms, including implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, accuracy and availability.

We do not warrant that Website content is complete, current, suitable for your requirements or free from errors or harmful components.

16 Our liability

Nothing in these terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• breach of an obligation that cannot lawfully be excluded; or
• any other liability that the law does not permit us to exclude or limit.

Subject to the paragraph above, illapa will not be liable in connection with the Website for:

• loss of profit, revenue, business, contracts, anticipated savings or opportunity;
• loss, corruption or unauthorised disclosure of data;
• loss of goodwill or reputation;
• business interruption;
• indirect or consequential loss; or
• loss arising from reliance on general Website content or a third-party service.

Subject to the exclusions above, illapa's total aggregate liability arising from or connected with the Website and these terms will not exceed the greater of:

• £100; and
• the amount you paid specifically for access to the Website during the 12 months preceding the event giving rise to the claim.

This section applies to liability arising in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise.

Any liability relating to a paid illapa product or service will instead be governed by the applicable written customer agreement.

17 Your responsibility for breach

You are responsible for losses, costs and expenses reasonably incurred by illapa as a direct result of your unlawful use of the Website, deliberate misuse of its systems or material breach of sections 6 to 9.

This section does not require you to compensate illapa to the extent that a loss was caused by illapa's own breach, negligence or failure to take reasonable steps to reduce that loss.

18 Suspension and termination

We may suspend or terminate your right to use the Website immediately if:

• you materially or repeatedly breach these terms;
• your use creates a security, legal or operational risk;
• we are required to do so by law or a competent authority; or
• a restricted feature is withdrawn or governed by a different agreement.

On termination any permission granted under these terms ends. Provisions that by their nature are intended to continue, including those concerning intellectual property, disclaimers, liability and governing law, will remain effective.

19 Events outside our control

We will not be responsible for a delay, failure or interruption caused by circumstances beyond our reasonable control, including internet or telecommunications failures, cyberattacks, failures of third-party hosting or infrastructure providers, industrial disputes, natural disasters, governmental action or failures of utilities.

20 General terms

Entire agreement. These terms constitute the entire agreement concerning use of the public Website, but do not replace a separate written agreement for illapa products or services.

No waiver. A delay or failure to enforce a right does not waive that right.

Severability. If a provision is found unlawful or unenforceable the remaining provisions will continue in effect. The affected provision will apply with the minimum modification necessary to make it lawful and enforceable where permitted.

Assignment. You may not assign or transfer your rights under these terms without our prior written consent. We may assign these terms as part of a reorganisation, merger, financing or transfer of the relevant business provided this does not materially reduce your rights.

No partnership. These terms do not create a partnership, joint venture, agency, employment or fiduciary relationship.

Third-party rights. A person who is not a party to these terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

21 Governing law and disputes

These terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction over disputes connected with these terms or the Website.

If you use the Website as a consumer, this section does not deprive you of any mandatory protections or rights to bring proceedings available under the laws of the country where you live.

22 Contact

Questions about these terms should be sent to:

Illapa Cloud Limited
11 Castle Hill, Maidenhead, Berkshire. SL6 4AA
Email: [email protected]
Company number: 10890314