Terms of Service

1. Agreement to Terms

By accessing or using the Opagio website (opag.io) and services ("the Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use the Service.

These Terms constitute a legally binding agreement between you (whether personally or on behalf of an entity, "you" or "Client") and Opagio Ltd ("Opagio", "we", "us", or "our"), registered in England and Wales (company number 13050381).

2. Description of Services

Opagio provides a cloud-based growth platform that helps businesses and investors measure, manage, and grow intangible assets. Our services include productivity analysis, intangible asset identification and valuation, growth forecasting, portfolio oversight tools, benchmarking, and related analytical capabilities ("the Platform").

Important: The Platform provides analytical tools and informational outputs only. Opagio does not provide financial advice, investment advice, accounting services, legal advice, or any form of regulated professional service. All outputs, valuations, forecasts, and analyses generated by the Platform are for informational purposes only and should not be relied upon as a substitute for professional advice from a qualified financial adviser, accountant, solicitor, or other regulated professional. You are solely responsible for any decisions you make based on Platform outputs.

3. User Accounts

To access the Platform, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain the security and confidentiality of your account credentials.
• Notify us immediately at hello@opag.io of any unauthorised access to your account.
• Accept responsibility for all activities that occur under your account.
• Not share your account credentials with any third party.

We reserve the right to disable any account that we reasonably believe has been compromised or is being used in violation of these Terms.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations.
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or methodologies of the Platform.
• Scrape, data-mine, or systematically extract data from the Platform for competitive benchmarking or any purpose other than your own internal business use.
• Share, sublicense, or provide access to the Platform to any third party without our prior written consent.
• Upload or transmit any malicious code, viruses, or harmful material.
• Attempt to gain unauthorised access to any part of the Service, other accounts, or any connected systems or networks.
• Use the Service to send unsolicited communications or spam.
• Interfere with or disrupt the integrity or performance of the Service.
• Circumvent any rate limits, usage quotas, or security features of the Platform.
• Use Platform outputs to provide regulated financial services, investment advice, or professional valuations to third parties without appropriate professional qualifications and regulatory authorisation.

For our full Acceptable Use Policy, see opag.io/acceptable-use.

5. Intellectual Property

The Service, including its software, algorithms, valuation methodologies, user interface, design, documentation, and all content produced by Opagio, is owned by Opagio Ltd and protected by copyright, trade secret, and other intellectual property laws. You may not reproduce, modify, distribute, or create derivative works based on our intellectual property without prior written consent.

Your Data: You retain all ownership rights in the data and content you upload to the Platform ("Client Data"). By uploading Client Data, you grant us a limited, non-exclusive licence to process it solely for the purpose of providing the Service to you.

Platform Outputs: You may use outputs generated by the Platform (reports, analyses, valuations) for your own internal business purposes. You may not represent Platform outputs as professional valuations, audited financial statements, or regulated advice unless you are appropriately qualified and regulated to do so.

Feedback: If you provide suggestions, feature requests, or other feedback about the Service, you grant us a royalty-free, worldwide, perpetual, irrevocable licence to use, modify, and incorporate such feedback into our products without any obligation to you.

Aggregated and Anonymised Data: You acknowledge that Opagio may create Aggregated Data from Client Data. "Aggregated Data" means data that has been (a) de-identified so that it cannot reasonably be used to identify you, any individual, or any specific business entity, and (b) combined with data from other sources to produce statistical, benchmarking, or analytical outputs. Opagio owns all Aggregated Data and may use it during and after the term of this agreement for any lawful business purpose, including but not limited to: improving the Service, generating industry benchmarks, producing market research and reports, training and improving machine learning models, and creating derivative analytical products. For the avoidance of doubt, Aggregated Data is not Client Data, is not Personal Data, and is not subject to the confidentiality obligations in Section 6. Opagio will not attempt to re-identify Aggregated Data to associate it with any specific client.

AI Model Improvement: You acknowledge that the Platform uses algorithmic and machine learning models to generate analyses and forecasts. Opagio may use Aggregated Data (as defined above) to train, validate, and improve these models. Opagio will not use identifiable Client Data to train models accessible to other clients. You may opt out of Aggregated Data usage for model training by written notice to hello@opag.io, though this may limit the accuracy of benchmarking features available to you.

6. Data and Confidentiality

We treat all Client Data as confidential. We will not disclose your data to third parties except:

• To our sub-processors who assist in providing the Service, bound by equivalent confidentiality obligations (see our Privacy Policy and Data Processing Agreement).
• Where required by law, regulation, or valid court order.
• With your prior written consent.

Data Accuracy: You are solely responsible for the accuracy, quality, and legality of Client Data you upload to the Platform. Opagio processes data as provided and does not verify its accuracy. Platform outputs are only as reliable as the data you provide. We accept no liability for outputs based on inaccurate, incomplete, or misleading input data.

7. Payment Terms

Fees for the Service are as set out in your subscription agreement or on our pricing page. Unless otherwise agreed:

• All fees are quoted exclusive of VAT, which will be added where applicable.
• Invoices are payable within 30 days of issue.
• We reserve the right to suspend access to the Platform for accounts with payments overdue by more than 14 days, following written notice.
• We may revise pricing with 30 days' notice. Revised pricing applies from the start of your next billing period.

Payments are processed securely via Stripe. We do not store your payment card details on our servers.

Auto-Renewal: Unless you cancel before the end of your current billing period, your subscription will automatically renew for successive periods of the same length at the then-current pricing. You may cancel auto-renewal at any time through your account settings or by written notice to hello@opag.io.

Refunds: Fees are non-refundable except where required by applicable law or as expressly stated in a separate written agreement. If you terminate for cause under Section 12 due to our material breach, you are entitled to a pro-rata refund of any prepaid, unused fees for the remainder of your current billing period. Where you are on an annual subscription, termination for convenience before the end of the subscription term does not entitle you to a refund of fees already paid or relieve you of the obligation to pay fees for the remainder of the term.

8. Service Availability and SLA

We target 99.5% uptime for the Platform, measured on a rolling 30-day basis. This target excludes:

• Scheduled maintenance (with at least 48 hours' notice where practicable).
• Force majeure events (see Section 14).
• Issues caused by third-party services, your systems, or your internet connectivity.
• Outages caused by your breach of these Terms or misuse of the Service.

We strive to maintain reliable service but do not guarantee uninterrupted or error-free access. We may modify, update, or discontinue features of the Service at any time. We will provide reasonable notice of material changes that affect your use of the Platform.

We target the following support response times: critical issues — 4 business hours; high priority — 8 business hours; standard enquiries — 2 business days. These are targets, not contractual guarantees. Failure to meet a response time target does not constitute a breach of these Terms and does not give rise to a right to compensation, credit, or termination.

9. Disclaimer of Warranties

To the maximum extent permitted by applicable law:

• The Service is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory.
• We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
• We do not warrant that Platform outputs, valuations, forecasts, or analyses will be accurate, complete, reliable, or suitable for any particular purpose.
• We do not warrant that the Service will meet your specific requirements or expectations.
• We do not warrant that any errors or defects in the Service will be corrected.

Nothing in these Terms excludes or limits warranties that cannot be excluded or limited under applicable law, including your rights under the Consumer Rights Act 2015 (if you are a consumer).

10. Limitation of Liability

To the maximum extent permitted by law:

• Opagio shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, or cost of procurement of substitute services, however caused, whether in contract, tort (including negligence), strict liability, or otherwise.
• Opagio's total aggregate liability arising out of or in connection with these Terms or the Service shall not exceed the greater of (a) the total fees paid by you to Opagio in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) five thousand pounds sterling (£5,000).
• Opagio shall not be liable for any decisions you make, or actions you take, based on Platform outputs, valuations, forecasts, or analyses.
• Opagio shall not be liable for losses arising from Client Data that is inaccurate, incomplete, or provided in breach of applicable law.

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be lawfully excluded or limited under the laws of England and Wales.

11. Indemnification

Your Indemnification: You agree to indemnify, defend, and hold harmless Opagio and its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

• Your use of the Service or breach of these Terms.
• Client Data you upload that infringes the rights of a third party or violates applicable law.
• Your reliance on Platform outputs in a manner inconsistent with these Terms, including use as a substitute for professional advice.
• Any third-party claim arising from your use of Platform outputs.

Opagio Indemnification: Opagio shall indemnify, defend, and hold harmless the Client from and against any third-party claims alleging that the Client's authorised use of the Platform infringes a third party's intellectual property rights in the United Kingdom, provided that: (a) the Client promptly notifies Opagio of the claim; (b) the Client grants Opagio sole control of the defence and settlement; and (c) the Client provides reasonable cooperation. Opagio's obligation under this paragraph does not apply to the extent the claim arises from (i) Client Data, (ii) modifications made by the Client, (iii) use of the Platform in combination with third-party products not approved by Opagio, or (iv) use of the Platform other than in accordance with these Terms.

If the Platform becomes, or in Opagio's reasonable opinion is likely to become, the subject of an infringement claim, Opagio may at its option: (x) procure the right for the Client to continue using the Platform; (y) modify the Platform to make it non-infringing; or (z) terminate the agreement and refund any prepaid, unused fees. This paragraph states Opagio's entire liability with respect to intellectual property infringement.

12. Termination

Either party may terminate the agreement:

• With 30 days' written notice to the other party.
• Immediately, if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice.
• Immediately, if the other party becomes insolvent, enters administration, or ceases to trade.

Upon termination:

• Your access to the Platform will cease.
• You may request export of your Client Data in a machine-readable format (JSON or CSV) within 30 days of termination.
• After the 30-day export window, we will securely delete your Client Data within 60 days, unless retention is required by law.
• Any outstanding fees remain payable.

Sections 5 (Intellectual Property, including Aggregated Data), 6 (Confidentiality), 9 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 17 (Governing Law), and 18 (General Provisions) survive termination.

13. Changes to Terms

We may update these Terms from time to time. We will provide at least 30 days' notice of material changes by email to your registered address and by posting an updated version on this page. Your continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree with the changes, you may terminate your account before they take effect.

14. Export Controls and Sanctions

You represent and warrant that you are not located in, or a national or resident of, any country or territory subject to comprehensive sanctions administered by the UK Office of Financial Sanctions Implementation (OFSI), HM Treasury, or equivalent authorities. You shall not use the Service in violation of any applicable export control laws or sanctions regimes. We reserve the right to suspend or terminate access immediately if we reasonably believe you are in breach of this provision.

15. Anti-Bribery

Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010. Neither party shall engage in any activity, practice, or conduct which would constitute an offence under such laws.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government actions, power failure, internet or telecommunications failure, or cyber-attacks. If a force majeure event continues for more than 90 consecutive days, either party may terminate the agreement with immediate effect by written notice.

17. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of England and Wales.

Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved within 30 days, it shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy, Cookie Policy, Data Processing Agreement, and Acceptable Use Policy, constitute the entire agreement between you and Opagio.

Order of Precedence: In the event of any conflict or inconsistency between these documents, the following order of precedence applies: (1) the Data Processing Agreement; (2) these Terms of Service; (3) the Acceptable Use Policy; (4) the Privacy Policy; (5) the Cookie Policy. A specific provision prevails over a general provision regardless of precedence.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: No failure or delay by Opagio in exercising any right under these Terms shall constitute a waiver of that right.

Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. Opagio may assign its rights and obligations to an affiliate or successor in connection with a merger, acquisition, or sale of assets.

No Third-Party Beneficiaries: These Terms do not create any rights for any third party. Nothing in these Terms is intended to confer on any person any right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.

19. No Advertising

Opagio will never display third-party advertisements within the Platform. Your dashboards, reports, and analytics will always be ad-free. This is a core commitment, not a temporary policy.

20. Contact

General enquiries: hello@opag.io

Privacy matters: privacy@opag.io

Security concerns: security@opag.io

Opagio Ltd, registered in England & Wales, company number 13050381.