Terms of Service

1. Definitions

“Customer” means the entity that has entered into a commercial agreement with Iroko for access to the OneScor platform.

“User” means any individual who accesses or uses the Services, whether on behalf of a Customer or as a visitor to the website.

“Customer Data” means any data, information, or material submitted, uploaded, or otherwise provided by a Customer or its Users to the Services.

“Platform” means the OneScor software-as-a-service platform, including all modules, features, and updates made available by Iroko.

2. Access and accounts

Access to the OneScor platform is provided under separate commercial agreements between Iroko and the Customer. These Terms apply in addition to any such agreement. In the event of a conflict between these Terms and a commercial agreement, the commercial agreement shall prevail to the extent of the inconsistency.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised access to or use of your account. We reserve the right to suspend or disable any account at any time if we reasonably believe it has been compromised or is being used in violation of these Terms.

You must provide accurate and complete information when creating an account and keep your account information up to date. You may not share account credentials or allow multiple individuals to use a single account unless expressly permitted by your commercial agreement.

3. Acceptable use

You agree to use the Services only for lawful purposes and in compliance with all applicable laws, regulations, and industry standards. You shall not:

• Use the Services in any way that violates applicable local, national, or international law or regulation
• Attempt to gain unauthorised access to any part of the Services, other accounts, computer systems, or networks connected to the Services
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
• Use the Services to transmit any malicious code, viruses, or harmful content
• Resell, sublicense, or make the Services available to any third party without our prior written consent
• Use automated tools, bots, or scripts to access the Services except through APIs we have expressly made available
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Services

4. Intellectual property

All intellectual property rights in the Services, including but not limited to software, algorithms, user interfaces, designs, documentation, trademarks, and trade names, are and shall remain the exclusive property of Iroko Technologies LLC or its licensors. These Terms do not grant you any right, title, or interest in the Services except for the limited right to use them in accordance with these Terms and any applicable commercial agreement.

You may not copy, modify, distribute, sell, lease, or create derivative works based on the Services or any part thereof without our prior written consent. Any feedback, suggestions, or ideas you provide regarding the Services may be used by us without any obligation to you.

5. Customer data

You retain all right, title, and interest in your Customer Data. By submitting Customer Data to the Services, you grant Iroko a limited, non-exclusive licence to use, process, and store your Customer Data solely for the purpose of providing and improving the Services in accordance with these Terms and our Privacy Policy.

You are solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data. You represent and warrant that you have all necessary rights and consents to submit Customer Data to the Services and that such submission does not violate any third-party rights or applicable laws.

We will not access your Customer Data except as necessary to provide the Services, to prevent or address technical or security issues, to respond to support requests, or as required by law. We will not disclose Customer Data to third parties except as described in our Privacy Policy or with your prior consent.

6. Availability and support

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned maintenance and circumstances beyond our reasonable control. We do not guarantee that the Services will be uninterrupted, error-free, or free from vulnerabilities.

Support terms, service level commitments, and uptime guarantees, where applicable, are defined in your commercial agreement and are not covered by these Terms.

7. Third-party services

The Services may integrate with or contain links to third-party services, tools, or content. We do not endorse and are not responsible for the availability, accuracy, or practices of any third-party services. Your use of third-party services is at your own risk and subject to the terms and policies of those third parties.

8. Confidentiality

Each party agrees to treat as confidential all non-public information disclosed by the other party in connection with the Services (“Confidential Information”). Neither party shall disclose the other’s Confidential Information to third parties or use it for any purpose other than performing its obligations or exercising its rights under these Terms, except with the prior written consent of the disclosing party or as required by law.

9. Disclaimers

The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Iroko disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Services will meet your specific requirements, that the results obtained from use of the Services will be accurate or reliable, or that any errors in the Services will be corrected. The Services are not designed to provide legal, regulatory, or compliance advice, and should not be relied upon as a substitute for professional guidance.

10. Limitation of liability

To the maximum extent permitted by applicable law, in no event shall Iroko, its directors, employees, partners, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or in connection with your use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.

Our total aggregate liability for all claims arising out of or relating to these Terms or the Services shall not exceed the amounts paid by you to Iroko in the twelve (12) months immediately preceding the event giving rise to the liability, or one hundred pounds sterling (GBP 100), whichever is greater.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Iroko and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Services, your violation of these Terms, your violation of any applicable law or regulation, or your infringement of any third-party rights.

12. Suspension and termination

We may suspend or terminate your access to the Services immediately, without prior notice or liability, if you breach any provision of these Terms, if we are required to do so by law, or if we reasonably determine that your use of the Services poses a security risk or may cause harm to other users.

Upon termination, your right to use the Services ceases immediately. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property, confidentiality, limitation of liability, indemnification, and governing law.

Where you are a Customer under a commercial agreement, the termination provisions of that agreement shall take precedence over this section.

13. Modifications to the Services and Terms

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

We may revise these Terms from time to time. The most current version will always be posted on this page with the “Last updated” date. By continuing to use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree with the revised Terms, you must stop using the Services.

14. Governing law and dispute resolution

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before initiating any formal dispute resolution proceedings, the parties agree to attempt in good faith to resolve any dispute through negotiation. Either party may initiate negotiation by providing written notice to the other party.

15. General provisions

Entire agreement. These Terms, together with any applicable commercial agreement and our Privacy Policy, constitute the entire agreement between you and Iroko regarding the Services and supersede all prior agreements, understandings, and communications.

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. The failure of Iroko to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment. You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

Force majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet or telecommunications failures, or third-party service outages.

16. Contact us

If you have any questions about these Terms, please contact us:

Iroko Technologies LLC
Email: legal@irokotechnologies.com