TERMS AND CONDITIONS FOR USE OF SCALEXP PLATFORM (THE “PLATFORM”)

PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY BEFORE USE AS THESE TELL YOU THE RULES FOR USING THE PLATFORM.

  • WHO WE ARE AND HOW TO CONTACT US
      1. The Platform is a financial and business information platform operated by ScaleXP Ltd (“We” and “us”). We are a limited company registered in England and Wales under company number 11447363 and have our registered and main trading office at 39 Pangbourne Avenue, London, W10 6DJ. 
      2. To contact us, please email admin@scalexp.com.
  • BY USING THE PLATFORM YOU ACCEPT THESE TERMS
      1. By using the Platform, you confirm that you accept these Terms of use and that you agree to comply with them.
      2. If you do not agree to these Terms, you must not use/immediately cease using the Platform.
  • CHANGES TO THESE TERMS
      1. We may amend these Terms from time to time. Every time you wish to use the Platform, please check these Terms to ensure you understand the terms that apply at that time.
  • CHANGES TO THE PLATFORM
      1. We may update and change the Platform from time to time. Save in an emergency, we will try to give you reasonable notice of any major changes.
  • ACCESS TO THE PLATFORM
      1. Your access to the Platform is not only subject to your compliance with these Terms but also the compliance by your investors, portfolio companies and/or businesses to its terms of use between us and them, including but not limited to payment of the relevant charges associated with those terms of use. In the event that you are in breach of these Terms, we may suspend or terminate your access to the Platform.
      2. We do not guarantee that the Platform, or any content on it, will always be available or be uninterrupted. Your investors, portfolio companies and/or businesses is solely responsible for securing and backing up any content from the Platform that you wish to access. 
      3. We may also suspend or withdraw or restrict the availability of all or any part of the Platform for business and/or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
      4. You are also responsible for ensuring that all persons who access the Platform through your internet connection are aware of these Terms and any other applicable terms and conditions, and that they comply with them.
  • KEEP YOUR ACCOUNT DETAILS SAFE
      1. You must treat all account login information to the Platform as confidential and must not disclose it to any third party. This includes but is not limited to any username and password.
      2. If you know or suspect that anyone other than you knows your account login information, you must notify us immediately at support@scalexp.com.
      3. We have the right to disable any account at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of use.
  • UPLOADING CONTENT TO THE PLATFORM AND OUR RIGHTS
      1. Whenever you upload content to the Platform, you must comply with the obligations under clause 9.
      2. You warrant that any such contribution complies with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
      3. You retain all of your ownership rights in your content uploaded to the Platform, but you grant us a non-exclusive, perpetual, irrevocable licence to use, store and copy that content and to distribute and make it available to third parties in accordance with these Terms. This use will include but is not limited to creating anonymous benchmarking figures for investors, identifying and fixing issues with our Platform, and providing customer support. We will not use the content uploaded by you in any other way unless agreed between us in writing.
      4. We have the right to remove any upload you make on the Platform if, in our reasonable opinion, you do not comply with the obligations under clause 9.
  • If requested by you, we will remove any content uploaded by you to the Platform as soon as reasonably practicable so that such content is no longer available to your authorised users subject to clause 8.3.  
  • If you cease to be our client, we will delete all Personal Data uploaded by you to the Platform within three (3) months, unless we are required by law to retain a copy or you give us your prior written consent to retain such content.
      1. You are solely responsible for securing and backing up your content.
  • When you upload content to the Platform, you grant us the right to arrange and display the content in such ways supported by the Platform for the purposes of access, review and download by your authorised users. 
  • Any content downloaded or captured in any way from the Platform, must not be displayed or made available publicly without our prior approval.
  • INTELLECTUAL PROPERTY RIGHTS IN THE PLATFORM
      1. We are the owner or the licensee of all intellectual property rights in the Platform, and in the material and data published on it.  Those works and content are protected by copyright laws and treaties around the world. All such rights are reserved to us and you will not acquire any ownership of such rights in the Platform, material and data published on it other than as set out in these Terms.
      2. You must not modify any materials you have printed off or downloaded in any way without the prior written consent of your investors, portfolio companies and/or businesses or any materials containing our intellectual property rights without our prior written consent.  
      3. If you print off, copy or download any part of the Platform in breach of these Terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. 
  • LIMITATIONS ON USES OF THE PLATFORM
      1. You will not:
        1. use the Platform in any way that breaches any applicable local, national or international law or regulation; and
        2. use the Platform in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
        3. rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person without prior written consent from us;
        4. copy the Platform, except where it is necessary for the purpose of back-up or operational security;
        5. translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform nor permit the Platform or any part of the Platform to be combined with, or become incorporated in, any other programs;
        6. disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform;
        7. infringe our intellectual property rights or those of any third party in relation to your use of the Platform;
        8. use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users of the Platform.
      2. You may only download and/or print the reports (or extracts of reports) relating to your investors, portfolio companies and/or businesses from the Platform. 
      3. You will comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform.
  • INFORMATION ON THE PLATFORM
      1. The information and materials uploaded by you onto and made available to you via the Platform have not been verified or approved by us. You and your authorised users should obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform.
      2. We make no representations, warranties or guarantees, whether express or implied that the content on the Platform is accurate, complete or up to date. We will not be liable to you or your authorised users for any adverse consequences arising as a result of any inaccuracy, incompleteness or outdatedness of such content or any commercial decisions taken by you or your authorised users in reliance of such content
  • WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO
      1. Where the Platform contains links to other sites and resources, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
      2. We have no control over the contents of those sites or resources and therefore shall not be liable for any losses of any kind incurred by you as a result of using such sites or resources.
  • OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
      1. 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 employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
      2. We exclude all implied conditions, warranties, representations or other terms that may apply to the Platform or any content on it.
      3. We will not be liable to you 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:
        1. use of, or inability to use, the Platform; or
        2. use of or reliance on any content displayed on our site.
      4. In particular, we will not be liable for:
        1. loss of profits, sales, business, or revenue;
        2. business interruption;
        3. loss of anticipated savings;
        4. loss of business opportunity, goodwill or reputation; or
        5. any indirect or consequential loss or damage.
      5. Our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to £1,000 (one thousand pounds).
  • HOW WE MAY USE YOUR PERSONAL INFORMATION
      1. We will collect and process personal data relating to you in order to:
        1. register you as a new user;
        2. manage your relationship with us; 
        3. provide you with the relevant access to and functionality of the Platform;
        4. improve our website, products/services, marketing or customer relationships; and
        5. to recommend product or services which may be of interest to you.
      2. On each of your visits to the Platform we may automatically collect the following information: 
        1. technical information, including the internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform; and 
        2. information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time), services you viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page.
      3. Under certain circumstances, you have rights under data protection legislation in relation to your personal data including the right to receive a copy of the personal data that we hold about you and the right to make a complaint at any time to the Information Commissioner’s Office, the UK supervisory authority for data protection issues (www.ico.org.uk).
  • WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM
      1. We do not guarantee that the Platform will be secure or free from bugs or viruses.
      2. You are responsible for configuring your information technology, computer programmes and platform to access the Platform. You should use your own virus protection software.
      3. You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform 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. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.
  • TRANSFERRING THIS AGREEMENT TO ANOTHER PARTY
  • We may transfer our rights and obligations under these Terms to another party. We will always tell you in writing if this happens and we will ensure that the transfer will not materially affect your rights under these Terms.
      1. You may only transfer your rights or your obligations under these terms to another party if we agree in writing.
  • NO RIGHTS FOR THIRD PARTIES
      1. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
  • SEVERANCE
      1. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
  • WAIVER
      1. Even if we delay in enforcing these Terms, we can still enforce them later. If we do not insist immediately that you comply with your obligations under these Terms, or if we delay in taking steps against you in respect of your breach of these Terms, it will not mean that you do not have to comply and it will not prevent us taking steps against you at a later date.
  • WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?
    1. These Terms of use, their subject matter and their 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.