Terms & Conditions

SERVICE TERMS AND CONDITIONS

Updated June 2023

1. Who we are
   1. We are Abilo Ltd. Our company information is at the end of this document.
2. What this is all about
   1. These are our terms and conditions which apply to our Service (explained below). They’re available in English only. We’ve tried to make them user-friendly but please note that the summaries/explanations for each section in capitals aren’t a substitute for the rest of the text. Please read the entire document carefully and contact us if anything is unclear. Please save a copy as we don’t file a copy specifically for the transaction with you.
   2. Where you communicate with us on behalf of an organisation, you promise that you have authority to do so.
3. Some definitions

   THIS SECTION TELLS YOU WHAT CERTAIN WORDS MEAN WHEREVER THEY ARE USED WITH A CAPITAL LETTER IN THIS DOCUMENT

   • “Content” - all information of whatever kind displayed, stored or sent on or in connection with our Service and including User Data.
   • “Mobile App” – the Abilo mobile application.
   • “Service” – our Mobile App, our Web App and any related services.
   • “Store” – the app distributor from which you download our Mobile App (e.g., Apple App Store, Google Play App Store).
   • “Store Rules” – any applicable rules, policies or terms of the relevant Store.
   • “Web App” - the Abilo web application.
   • “User” – a person who uses our Service.
   • “User Data” – personal information of Users input into, or generated by, the Mobile App or Web App, for example staff/client contact information, and staff work records and location data.
4. How you enter a legal contract with us

   THIS SECTION TELLS YOU HOW AND WHEN YOU BECOME LEGALLY BOUND BY A CONTRACT WITH US

   1. By registering on our Web App, you offer to enter a legal contract with us to use our Service. We accept your offer and there is a binding legal contract when we send you a confirmation email.
   2. We reserve the right in our discretion for any lawful reason to refuse any request to use our Service.
5. Changing these terms and conditions

   IN SHORT: WE CAN CHANGE THESE TERMS BUT YOU MAY HAVE CERTAIN OPTIONS IF YOU DISAGREE

   1. We may change these terms and conditions at any time. We will give you reasonable notice before they take effect by posting them on our website and/or communicating them to you by email or otherwise.
   2. If you don’t agree to the new terms, you can email us (to the address below) to end this contract on the day before the new terms take effect
6. Your right to use our Service

   THIS SECTION SETS OUT CERTAIN LIMITS ON YOUR RIGHT TO USE OUR SERVICE

   1. We grant you a limited personal non-transferable right to use our Service on any applicable device owned or controlled by you (only Apple-branded in relation to our Mobile App if you download this from Apple) subject to these terms and conditions and, where applicable, in accordance with the Store Rules.
   2. You may only use any trial period for the purpose of a genuine assessment of the Service. You must not attempt to use the Service for more than one trial period. We can cancel your trial if we find that you have had access to a previous one.
   3. Our Service is geared towards businesses. You must not use our Service if you are a consumer, i.e., an individual acting for purposes which are wholly or mainly outside your trade, business, craft or profession.
7. Standard of Service

   THIS SECTION SETS OUT THE LEGAL STANDARD OF SERVICE THAT WE PROMISE YOU

   1. Subject to the rest of these terms, we agree to provide our Service with reasonable skill and care.
8. Behaviour when using our Service

   THIS SECTION SETS OUT THE BEHAVIOUR AND OTHER REQUIREMENTS TO USE OUR SERVICE

   1. You agree not to do any of the following in connection with our Service:
      • break the law or infringe anyone else’s rights;
      • send, store, display or link to unlawful, infringing or otherwise inappropriate Content;
      • victimise or harass other people;
      • use offensive, obscene, abusive, discriminatory or other inappropriate language or images;
      • deceive or mislead anyone;
      • send, store, display or link to any Content that includes someone else’s personal information unless that person is 18 years or over and you have obtained their written consent or you are otherwise legally allowed to do so (e.g., as parent/guardian);
      • impersonate anyone;
      • use our Service to help you compete with us or to infringe our rights;
      • disrupt our Service, e.g., spam, viruses or phishing;
      • interfere with or damage our Service or gain unauthorised access to any part of our system, data, passwords or otherwise;
      • intercept or modify communications;
      • impose an unreasonable load on our Service;
      • deliberately exploit any bugs;
      • get around any security features including those designed to stop copying of Content; or attempt, encourage or assist any of the above
   2. You agree to:
      • comply with the guidance/requirements on our Service
      • cooperate reasonably with us in relation to our Service
   3. You agree to ensure that any contact or other information that you supply to us is accurate and not misleading and you will tell us if there are any important changes. We are not responsible for checking or updating your contact information even if we have reason to think that it is wrong or out of date (e.g., because our email is returned). In any case, you accept the risk that for whatever reason notifications or alerts may not be correctly sent out by our Service or received by the intended recipient and you must separately diarise key dates and/or follow up communications as appropriate.
9. Your Content
   1. You are responsible for your Content.
   2. You agree that you have (and will keep) all rights needed to enable us to use your Content as contemplated by the Service and these terms and conditions.
   3. We are entitled (without telling you or giving you a refund) to reject, suspend, alter, remove or delete Content or to disclose to the police or other relevant authorities or to a complainant any Content or behaviour if it is the subject of complaint or where we have reason to believe that it breaches our terms and conditions, or that such steps are necessary to protect us or others, or that a criminal offence may have been committed, or where required by law or where requested by the police or other appropriate authorities or our upstream providers.
10. Your Users

    IN SHORT: YOU ARE RESPONSIBLE FOR YOUR USERS AND YOUR ACCOUNT

    1. Your account is for your personal use only and is non-transferable. You agree not to allow anyone else to use your account except to grant access to authorised Users in accordance with our Service. You agree to ensure that authorised Users comply with the applicable behaviour and other obligations in this agreement and that you are responsible for their acts/omissions (even if they are outside your organisation).
    2. You agree to take reasonable care to keep your login information confidential and to tell us immediately of any apparent breach of security such as loss or misuse of a password. You are responsible for your authorised Users and for unauthorised people who use your account or identity (unless and to the extent that we are at fault).
    3. You agree to ensure that your Users who download the Mobile App comply with the end user terms and conditions applicable to the Mobile App.
11. Paying us

    THIS SECTION COVERS YOUR PAYMENT OBLIGATIONS INCLUDING AUTO-RENEWAL OF SUBSCRIPTIONS AND PRICE CHANGES

    1. Payment is in advance on subscription. Prices, subscription periods and payment methods are as explained on our Service.
    2. You are legally committed to start paying us unless you end the subscription before any applicable trial period.
    3. Unless we say otherwise at the time of your order, the fee is based in the part on the number of Users. You must notify us by the means explained on our Service if you wish to move into a higher or lower subscription band. If you move into a lower band, the reduced fee will apply at the next subscription renewal. If you move into a higher band, the higher rate takes effect immediately and we are entitled to invoice you pro rata for the additional amount due for the remainder of the current period. Such invoice is payable on receipt.
    4. If we have mispriced any part of our Service, we are not obliged to supply the Service at that price provided we notify you. If we do notify you, then you can decide if you want to continue with the Service at the correct price.
    5. Your subscription will continue to be auto-renewed for the subscription period you signed up to unless you end your subscription with effect from the next renewal date by following the instructions on our Service. Ending your subscription does not entitle you to a refund.
    6. You authorise us and our payment provider to place a hold on, or charge, your payment card for the relevant amounts or otherwise take payment whenever payments are due in accordance with this agreement. It is your responsibility to update your payment card details as necessary.
    7. We may at any time change our subscription prices. We will give you notice by email at least one month before any price change takes effect. If you do not agree with the new price, you should end your subscription. Otherwise, the next renewal of your subscription after our notice will be at the new price.
    8. You must contact us immediately with full details if you dispute any payment.
    9. You agree that you are legally bound by the terms and conditions of any payment providers whose services you use on our Service. We aren’t responsible for what they do or don’t do.
    10. You must make all payments without any set-off, counterclaim or any other deduction. Time shall be of the essence for all payments under this agreement.
    11. If any amount due to us is unpaid, without prejudice to any other remedy that may be available to us, we may charge you: (1) a reasonable additional administration fee; (2) the amount of any third party charges imposed on us; and/or (3) interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
12. Discount codes

    THIS SECTION TELLS YOU HOW YOU ARE ALLOWED TO USE DISCOUNT CODES ON OUR SERVICE

    1. You can only use codes to make purchases through the account for which the discount code was offered and registered. You must not sell or transfer codes to anyone else.
    2. Unless we say otherwise: codes expire after 30 days, they can only be used once for future new orders placed online and you can only use one discount code per transaction.
    3. We may suspend or cancel codes and/or cancel any relevant purchase and/or close any relevant account if we think that the codes have been used fraudulently, illegally or in breach of our terms and conditions or if a relevant payment is charged back or otherwise cancelled or reversed or if.
    4. Codes are subject to any additional specific terms and conditions which are specified at the point of issue. We reserve the right to discontinue or otherwise modify any discount codes at any time without prior notice.
13. Support

    THIS SECTION SETS OUT THE AMBIT OF OUR SUPPORT SERVICE, IF APPLICABLE

    1. The Service includes support only if we opt to provide support and, if so, by the specified contact methods. Any support service is only intended to address configuration and proper use of, or any errors or interruptions arising from, our Service. We may in our discretion provide additional support beyond that expressly contracted for but we reserve the right to charge for such additional support at our then current standard rates. We will always tell you in advance before providing any support which is chargeable.
    2. Unless we say otherwise, any support that we do opt to provide is only available by online chat support 24x7 and we do not guarantee any particular response times or outcomes. We are allowed to change or withdraw our support service at any time.
    3. In any event, we aren’t obliged to supply support (and to charge extra if we agree to provide support):
       • if you owe us any money or have otherwise breached this contract;
       • that cannot be provided remotely;
       • for faults arising from external or malicious causes such as third party software or hardware, power surges, acts of God, viruses or denial of service attacks;
       • if there have been any alterations or repairs to software not authorised by us; or
       • arising from misuse or incorrect use of the relevant software.
    4. You acknowledge that the Store has no obligation to supply any maintenance and support services in relation to the Mobile App.
14. Ending or suspending this contract

    THIS SECTION TELLS YOU WHEN THIS CONTRACT CAN END OR BE SUSPENDED AND, IF SO, WHAT HAPPENS

    1. You are entitled to end this contract at any time with effect from the end of your current subscription period by ending your subscription or, if you want to end the contract sooner, by emailing us to the address shown below. (This doesn’t entitle you to a refund.)
    2. We are entitled to end this contract at any time or suspend part or all of our Service or impose restrictions on our Service if:
       • you breach this contract;
       • you become bankrupt or go into liquidation or similar or become insolvent
       • any fees payable by you are unpaid or charged back;
       • acting reasonably, we think that it is necessary to protect you, us or others;
       • we are required to do so by applicable law or regulation or to comply with an order, instruction or request from a competent authority
       • you or anyone on your behalf acts inappropriately towards us or our staff
    3. We are entitled at any time to end this contract if we terminate our Service as a whole if in our reasonable opinion it is necessary to do so for security, technical or operational reasons.
    4. If this contract ends:
       • Your right to use our Service and all licences are terminated.
       • We are allowed to delete your Content without telling you. (See below about return/deletion of Content where we are a processor.)
       • Existing rights and liabilities are unaffected.
       • All terms in this contract which are stated or intended to continue after termination will continue to apply.
15. Disclaimers

    HERE ARE SOME IMPORTANT DISCLAIMERS REGARDING THE NATURE OF OUR SERVICE

    1. We do not guarantee that the Service will be uninterrupted or error-free or that any Content generated, stored, transmitted or used via or in connection with the Service will be complete, accurate, secure, up to date, received or delivered correctly or at all.
    2. We are entitled without notice and without liability to suspend the Service for repair, maintenance, improvement or other technical reason. We will take reasonable steps to restore the Service as quickly as possible.
    3. If we ourselves provide any general guidance or other similar information on or via our Service, we do not guarantee that such information is accurate or up to date or relevant to you and we do not accept legal responsibility for it. Before acting on such information, you must make your own appropriate and careful enquiries including as to its accuracy and suitability for your purposes. You rely on such information at your own risk.
    4. It is your responsibility to satisfy yourself that use of our Service enables you to comply with all applicable laws and regulations relating to your industry or generally (e.g., employment, health & safety, tax). We are not responsible for such matters.
16. Compatibility of Mobile App

    IN SHORT: WE DON’T GUARANTEE OUR MOBILE APP IS OR WILL REMAIN COMPATIBLE WITH YOUR DEVICE

    1. We do not guarantee that the Mobile App is or will be compatible with any particular mobile devices or associated operating systems (OS’s). You acknowledge that the supplier of the device or OS may issue an update that causes our Mobile App to stop working. We may issue Mobile App updates through the Store; if so, you may not be able to use our Mobile App properly or at all until you have downloaded the update, which may be subject to agreement to new terms and conditions. It is your responsibility to frequently monitor for Mobile App updates and to install them as soon as they become available.
17. Liability and indemnity

    THIS SECTION LIMITS OUR LEGAL RESPONSIBILITY IN VARIOUS WAYS AND MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES WE SUFFER, EG IF YOU BREAK THE CONTRACT

    1. Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our officers, employees and agents, who have the right to enforce this agreement.
    2. To the fullest extent allowed by law, you and we exclude all terms, conditions, warranties and representations howsoever arising, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
    3. Subject to the first paragraph in this section (“Nothing in this agreement…”), we shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:
       • loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill;
       • indirect, consequential or special losses
    4. Subject to the first paragraph in this section (“Nothing in this agreement…”), our total liability in respect of all other losses arising under or in connection with this agreement whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any act or omission or series of connected acts or omissions shall in no circumstances exceed the total fees paid or payable by you to us in connection with our Service in the 12 months before the first act or omission complained of
    5. You agree to indemnify us against all claims and liabilities arising out of or in connection with your use of the Service and/or breach of this agreement (except insofar as we are at fault).
    6. This agreement constitutes the entire agreement between us with respect to its subject matter and supersedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements.
18. Intellectual property rights (IP)

    THIS SECTION CONFIRMS THAT YOU AND WE REMAIN OWNERS OF COPYRIGHT AND OTHER IP RIGHTS IN OUR RESPECTIVE CONTENT AND SETS OUT HOW WE ALLOW EACH OTHER TO USE THE CONTENT

    1. You remain the owner of the IP in any Content you provide to us. You allow us to use such material insofar as reasonably necessary for our Service.
    2. We and/or our partners own the IP in all Content (excluding your Content) used on or in connection with our Service. Let’s call this “our Content”.
    3. You may view our Content on your device for your internal business, use only. Except to the extent that these terms or the functionality of our Service specifically allow you to, you must not otherwise use any part of our Content including by copying, publishing (on the Internet or otherwise), selling or altering it, taking extracts from it or passing any of it on to other people, unless we give you clear written permission. You must not misrepresent the ownership or source of our Content, for example by changing or removing any legal notices or author attributions.
    4. Just to be clear - you must not collect, scrape, harvest, frame or deep-link to our Content without our specific prior written consent.
    5. You must not reverse-engineer or decompile any of our software in any way (except to the extent allowed by applicable law). You must not alter or create or use a modified or derivative version of our software or distribute or sublicense our software to third parties. You must take reasonable steps to ensure that our software is not disclosed to anyone else.
19. Your personal information

    IN SHORT: OUR PRIVACY POLICY APPLIES

    1. You agree that we can deal with your personal information in accordance with our Privacy Policy which may change from time to time. However, separate requirements apply where we act as a “processor” – see below.
20. Personal information that we handle as a “processor”

    THIS SECTION SETS OUT OUR GDPR OBLIGATIONS WHERE WE ACT AS A PROCESSOR RATHER THAN A CONTROLLER OF PERSONAL INFORMATION

    1. This clause applies to personal information we handle as a “processor”, namely User Data. You are the “controller” of this information. We process it during the contract to enable us to provide our services to you. It is your responsibility to comply with your legal duties as a controller of such data, including by obtaining any necessary consents.
    2. We agree to the following in relation to such data:
       • to process it (including when making international transfers) only in accordance with your documented instructions including as set out in this agreement (unless the law requires otherwise in which case we will tell you);
       • if we transfer it outside the UK or European Economic Area (which you authorise us to do) to comply with any legal basis for transfer including use of any applicable standard contractual clauses;
       • to ensure that anyone we allow to deal with the data is under a confidentiality obligation;
       • to take, and regularly review, appropriate security measures in accordance with data protection law and get your approval before making any important changes;
       • not to subcontract any processing without your authorisation and you are deemed to authorise any sub-processors listed on our Service;
       • to give you at least 14 days’ notice of any new sub-processor and you will be deemed to agree if you don’t object within that time; if you do object, we can end this contract or just the part relating to use of the new sub-processor;
       • to impose on the sub-processor the same obligations as those we have under this agreement but we remain fully liable to you for the sub-processor’s obligations;
       • to take reasonable steps to help you comply with your own data protection obligations including regarding data subject requests, security, notifying data breaches and data protection impact assessments;
       • unless we are legally required to retain the data, to delete it after 365 days following the end of the contract during which period you should download the data if wish to retain it;
       • to provide you with all information necessary to show that we have complied with our data obligations and to allow and cooperate with audits and inspections by you and your auditor
       • to tell you immediately if we think that an instruction you give us doesn’t comply with data protection laws.
    3. We are entitled at any time by giving you 30 days’ notice in writing to replace this clause with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner.
    4. You acknowledge that we process User location data as explained in our Privacy Policy and that you will obtain any necessary consent to such processing from your Users.
21. General

    HERE ARE SOME FINAL GENERAL POINTS THAT APPLY

    1. We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including acts of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the contract, strike, lockout or boycott or other industrial action including those involving our or our suppliers’ workforce, or epidemics/pandemics. You are entitled to terminate the contract on written notice if the relevant event lasts for a continuous period of at least three months.
    2. Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or (unless stated otherwise) by email, subject to the email not having been returned. Notices sent by hand are deemed received on receipt of a signature at the time of delivery. Notices by special delivery are deemed received on the second English business day after posting and by international signed-for post on the fourth English business day after posting. Emails are deemed received when sent.
    3. You may not assign or transfer any of your rights or obligations under this agreement without our prior consent in writing not to be unreasonably withheld or delayed except that you have the right without our consent to assign the benefit of this agreement in connection with the sale of all or substantially all of your assets. We are entitled to subcontract any of our obligations under this agreement (subject to data protection law where applicable) but remain liable to you for performance of those obligations.
    4. The failure of a party to exercise or enforce any right under this agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
    5. If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects.
    6. Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the Contracts (Rights of Third parties) Act 1999.
    7. The relationship of the parties is that of independent contractors. Except as otherwise stated in this agreement, nothing in this agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party shall hold itself out as having authority to do the same.
    8. This contract is subject to the law, and exclusive jurisdiction of the courts, of England and Wales.
22. Extra legal terms

    HERE ARE SOME ADDITIONAL LEGAL TERMS REQUIRED BY APPLE REGARDING OUR MOBILE APP

    1. In the event of any third party claim that the Mobile App or your possession and use of the Mobile App infringes that third party’s intellectual property rights, we, not the Store, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
    2. The following applies where Apple Inc is the Store:
       • In the event of any failure of the Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Mobile App (if applicable). To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility subject to these terms and conditions.
       • We, not Apple, are responsible for addressing your claims or the claims of any third party relating to the Mobile App or the end-user’s possession and/or use of that Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation including use of HealthKit and HomeKit frameworks.
    3. You acknowledge and agree that the Store, and the Store’s subsidiaries, are third party beneficiaries of this agreement, and that the Store will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary thereof.
    4. You agree that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
23. Complaints
    1. If you have any complaints, please contact us via the contact details shown below.
24. Information about us
    1. Company name: Abilo Ltd
    2. Trading name: “Abilo”
    3. Country of incorporation: England and Wales
    4. Registered number: 13669885
    5. Registered office and contact address: Hunters Hall Farm, Epping Upland, CM16 6PL, UK
    6. VAT number: 445062313
    7. Contact email address: info@abilo.com
    8. Other contact information: See our website/contact page