These Terms of Use (“Terms”) govern your access to and use of the ScaleXP platform (“Platform”).  By accessing or using the Platform, you agree to these Terms.  These Terms are governed by the laws of England and Wales.

1. Acceptance of Terms

By using the Platform, you confirm that you accept these Terms and agree to comply with them.  If you do not agree to these Terms, you must not use the Platform. 

2. Changes to These Terms
We may update these Terms from time to time to reflect changes to our services, user needs, or legal requirements.  We will notify you of any material changes to the Terms and your continued use of the Platform following such notification will constitute acceptance of the updated Terms.

3. Access to the Platform
We do not guarantee that the Platform, or any content on it, will always be available or uninterrupted. We may suspend, withdraw, or restrict the availability of all or any part of the Platform for business or operational reasons.

4. Your Account
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorised use of your account.

5. Prohibited Uses
You may not use the Platform for unlawful or fraudulent purposes, to harm or attempt to harm minors, or to send unsolicited advertising or promotional material. You must not introduce any malicious software, such as viruses, into the Platform.

6. Intellectual Property Rights
We own or license all intellectual property rights in the Platform and its content. You are granted a limited licence to use the Platform for personal or internal business purposes. You may not reproduce, distribute, or commercially exploit any content from the Platform without our prior written consent.

7. Uploading Content to the Platform and Rights Granted to ScaleXP
7.1 Compliance with Standards
You shall ensure that all content you upload to the Platform complies with the standards set out in Clause 9 of these Terms and all applicable laws and regulations. You warrant that any content uploaded is your original work, does not infringe the rights of any third party, and complies with these Terms. You shall indemnify ScaleXP for any losses, damages, or claims arising from your breach of this warranty.

7.2 Licence to Use Content
By uploading any content to the Platform, you grant ScaleXP a non-exclusive, royalty-free licence to use, store, and process such content solely for the purpose of providing the services set out in these Terms and for responding to any queries you submit. For the avoidance of doubt, such licence shall be limited to the duration of your agreement with ScaleXP.

7.3 Retention and Deletion of Content
If you cease to be our client, we will delete all Personal Data uploaded by you to the Platform within six (6) weeks of the termination or expiration of your agreement, except where retention is required to comply with any applicable law or where you have provided written consent for extended retention. Notwithstanding the foregoing, ScaleXP reserves the right to retain anonymised or aggregated data that does not identify you or any third party for legitimate business purposes.

7.4 Right to Remove Content
ScaleXP reserves the right, at its sole discretion, to remove or disable access to any content uploaded by you that it reasonably believes does not comply with Clause 9 or these Terms, or where it is necessary to prevent or mitigate harm to the Platform or any third party.

7.5 Responsibility for Backups
You are solely responsible for securing and backing up your content.

7.6 Granting Display Rights
When you upload content to the Platform, you grant ScaleXP the right to arrange and display the content in ways supported by the Platform for the purposes of access, review, and download by your authorised users.

7.7 Restrictions on Public Display
Any content downloaded or captured in any way from the Platform must not be displayed or made available publicly without our prior written approval.

8. Data Protection
We will process any personal data you provide in accordance with our Privacy Policy, which forms part of these Terms.

9. Content Standards
All content uploaded to the Platform must be accurate, lawful, and not misleading. It must not infringe the intellectual property rights of any third party, contain defamatory material, or promote any illegal activity.

10. Limitation of Liability
To the fullest extent permitted by law, ScaleXP shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with your use of the Platform.

11. Confidentiality
11.1 Definition of Confidential Information
Each party acknowledges that during the term of this Agreement, it may receive Confidential Information from the other party. For the purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one party to the other, whether orally or in writing, including but not limited to business strategies, financial data, user content, technical processes, and trade secrets.

11.2 Obligations of the Receiving Party
The receiving party shall:
– Keep the Confidential Information strictly confidential and not disclose it to any third party without prior written consent, except to employees or contractors who require such access to fulfil the purposes of this Agreement and who are bound by similar confidentiality obligations.
– Use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement.

11.3 Exceptions
The obligations of confidentiality shall not apply to any information that:
– Is or becomes publicly available without breach of this Agreement.
– Was known to the receiving party prior to disclosure by the disclosing party.
– Is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
– Is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party (where legally permissible) to allow for protective measures.

11.4 Duration
The confidentiality obligations in this clause shall survive termination or expiration of this Agreement for a period of three (3) years.

12. Termination
We may suspend or terminate your access to the Platform at any time if you breach these Terms or if it is necessary to protect the Platform or other users.

If you have any questions about these Terms, please contact us at support@scalexp.com.