Last updated: January 2018
Welcome to Adepto
These Terms govern your access to and use of the Website and form a binding contractual agreement between you and us. These Terms also set out our legal obligations to you and your legal obligations to us.
You must read these Terms carefully before accessing or using our Website.
If you do not agree to these Terms, you must not access or use our Website. If you have any questions about these Terms or our Website, you can contact us on the details at the end of these Terms or by clicking here.
1 Application of Terms
1.1 Terms apply to all Users
These Terms apply to all Users of the Website, including if you are using our Website on behalf of an organisation or on your own behalf.
We may also have other agreements with you (or the organisation who you represent) which apply in addition to these Terms, including customer agreements which relate to certain services.
1.2 Updates to Terms
We may update or amend these Terms from time to time at our discretion for any reason that we consider appropriate, including as a result of changes, modifications or removal of the Adepto platform or any of our Services, changes to applicable laws or regulations, complaints or feedback from customers or Users concerning these Terms, the Website, the Services or the Adepto platform or for other legitimate commercial reasons.
By using or continuing to use the Website, you are agreeing to be bound by the updated Terms.
2 General obligations
- use the Website in a professional manner;
- provide us with all the information that we need, in order to provide the Website or to otherwise exercise our rights or comply with our obligations under these Terms; and
- comply with all applicable laws while using the Website.
You must not:
- engage in any unlawful, defamatory or otherwise offensive conduct while using the Website;
- do anything that is likely to bring us into disrepute during your use of the Website;
- intentionally distribute viruses, malicious code or other items of a destructive or deceptive nature;
- interfere with the use of the Website, or the equipment used to provide the Website;
- delete, alter or interfere with another User’s data;
- access another User’s account without permission;
- alter, disable, interfere with or circumvent any aspect of the Website;
- test or reverse-engineer the Website in order to find limitations, vulnerabilities or evade filtering capabilities;
- reproduce, modify or prepare derivative works of the Website;
- perform any indexing, scraping or other such data mining of the Website;
- use any Website, or a component of the Website, in a manner not authorised by us; or
- do anything designed to affect access to or the integrity of the Website.
You must not upload any content that is untrue, incorrect, misleading or deceptive, which infringes a third party’s intellectual property rights or other proprietary rights, breaches any law or is offensive, discriminatory, defamatory or otherwise inappropriate or unlawful.
You warrant and represent that:
- if you are using the Website (including uploading content) on behalf of another person or organisation, you have and continue to hold the necessary permission to act on that person or organisation’s behalf;
- you will use the Website in accordance with these Terms;
- you will not use our Website or any information you obtain during the course of us providing the Website for any improper or unlawful purpose; and
- you will not infringe any person’s intellectual property rights during the course of your use of the Website.
3 Our rights, obligations and liability
3.1 Provision of the Services
We provide the Website strictly on an “as-is” and “as available” basis and to the maximum extent permitted by law, we exclude all warranties, terms, conditions or undertakings whether express or implied, statutory or otherwise, including that the Website will:
- be available at any particular time;
- be secure or error free;
- be fit for any particular purpose; or
- meet any standard, specification or description.
We may limit your access to or use of the Website at any time and for any reason, including for any breach of these Terms or misuse of the Website.
3.2 Changes to the Services
We may change, modify or remove some or all of the Website at any time and at our sole discretion, including but not limited to circumstances in which we need to update our commercial offering to attract new Users, to add or remove functionality, to ensure that our Website are secure, to comply with applicable laws or regulations or to respond to requests by customers.
3.3 Business analytics and advertising
We may use and disclose any information uploaded to the Adepto platform or otherwise collected by us in providing the Website (including Confidential Information) for our internal business purposes, including to perform analytics, to develop new features, to conduct maintenance, to determine whether features are useful, and for advertising and marketing, subject only to our obligations relating to privacy and confidentiality in these Terms.
3.4 User generated content
We are not responsible or liable for any content that is created by or uploaded to the Adepto platform by other Users. Specifically, we do not warrant or represent that any content uploaded:
- is true and correct, and not misleading or deceptive;
- does not infringe any third party’s intellectual property rights or other proprietary rights; or
- does not breach any law or is offensive, defamatory or otherwise inappropriate.
If you believe any content or information infringes your rights or is otherwise unlawful, please contact us here or on the details at the end of these Terms.
3.5 Security and access
Any transmission of data over the internet is inherently risky. You acknowledge and agree that you are responsible for your access to the Website, for the computer or mobile device and associated software that you use to access the Website, and for your transmission of data over the internet.
You are responsible for taking your own precautions to ensure that your access to the Website does not expose you to the risk of interference or damage to your content or your computer system or network.
3.6 Limitation of Liability
To the maximum extent permitted by law, we exclude all liability (whether under contract, tort including negligence, statute or otherwise) for all claims, expenses, losses, damages and costs made against or incurred by you directly or indirectly arising out of your use or misuse of the Service, including your inability to access the Website and any negligent acts or omissions by us or our employees or contractors.
Nothing in these Terms will limit or exclude our liability for fraud or fraudulent misrepresentation or any other matter for which it would be illegal or void at law to limit or exclude liability.
4 Intellectual Property
5.1 Meaning of intellectual property rights
For the purpose of these Terms, “intellectual property rights” mean all intellectual and industrial property rights throughout the world, both present and future, including rights in respect of or in connection with any:
- confidential information or trade secrets;
- database rights;
- moral rights;
- inventions (including patents and patentable inventions);
- trade-marks and service marks;
- semiconductors and circuit layouts;
- formulae, know-how and performance protection (whether or not now existing and whether or not registered or registrable);
- all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967; and
- any right to apply for the registration of any such rights.
4.2 Intellectual property rights in the Website
You acknowledge and agree that as between you and us, we own all intellectual property rights in the Website and the Adepto platform (excluding the content that you upload to the Website).
4.3 Intellectual property rights in content you upload
We acknowledge and agree that as between you and us, you (or to the extent that you are using your account on behalf of an organisation, your organisation) own all intellectual property rights in the content that you upload to the Website or otherwise provide to us.
You grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free and transferable licence to use, store, modify, keep, copy and display such content, subject only to the confidentiality and privacy restrictions set out in these Terms, and without any further consent, notice or compensation.
We may sub-licence this licence to third party service providers who assist us in providing the Website, and other Users, to exercise the rights granted to us with respect to such content.
4.4 Ownership of account
Ownership of user accounts are determined according to the settings made available on the Adepto platform. Except as otherwise selected by the creator of an account using the settings made available on the Adepto platform, the following rules apply:
- Accounts are owned by the individual who created the account.
- If an account is created on behalf of an individual, the account will be owned by the creator of the account unless and until it is claimed by the individual, in which case, ownership is transferred to the claiming individual.
- Accounts created in the name of an organisation (and not in the name of a particular individual) are owned by the relevant organisation.
For the avoidance of doubt, “ownership” of an account gives an individual or organisation the right to access and control that account, subject to these Terms. Ownership of content relating to an account will be determined in accordance with clause 4.3.
4.5 No assignment or transfer of intellectual property
Nothing in these Terms will result in the transfer or assignment of any intellectual property rights from you to us or from us to you.
6 General terms
A reference to any legislation includes regulations under it and any consolidations, amendments, re-enactments or replacements of any of them.
The meaning of general words is not limited by specific examples introduced by “including”, “for example”, “such as” or similar expressions.
These Terms will be governed by the applicable law set out in the table below according to the location from which the Website is accessed or to which a User profile is linked, as determined by us.
|Location||Adepto contracting entity||Choice of law|
|Australia and New Zealand||Adepto Systems Pty Ltd (ABN 95 609 239 705)||The laws of Queensland, Australia|
|South East Asia||Adepto Systems Pty Ltd (ABN 95 609 239 705)||The laws of Queensland, Australia|
|The European Union||Adepto Limited (registered company number 10657718)||The laws of England|
|The Americas||Adepto Limited (registered company number 10657718)||The laws of England|
|Africa (including South Africa)||Adepto Limited (registered company number 10657718)||The laws of England|
You cannot assign your rights under these Terms without our express written consent. We may assign our rights under these Terms at any time without your consent.
6.4 Third Party Rights
Any affiliates in the Adepto group of companies may enforce these Terms directly against any User. No other person who is not a party to these Terms may enforce them against a party. Any affiliate in the Adepto group of companies may vary or rescind these Terms or any provision contained within them and shall be deemed to have the consent of the other members of the Adepto group.
6.5 No waiver
A right, power or remedy arising under these Terms may not be varied or waived except in writing signed by the party to be bound.
If any part of these Terms are void, unenforceable or illegal in a jurisdiction, that part is severed for that jurisdiction. The remainder of these Terms have full force and effect.
10 Contact us
You can contact us using the following details:
- email: firstname.lastname@example.org
Asia-Pacific: Level 2, 172 Edward Street, Brisbane Queensland 4000, Australia
Europe: 8 Graphite Square, Vauxhall SE11 5EE
If you want to send us notices or service or process, please contact us using the postal addresses above or by using the following details:
- email: email@example.com
We may send you notices or service or process using the contact details provided with your registration.