Terms of Service

1Parties & Acceptance

These Terms of Service (“Terms”) are a legal agreement between Patario Limited (Company No. 17023042, registered at South Wonston Farm House, South Wonston, Winchester, England, SO21 3HL) (“Patario”, “we”, “us”) and you (“User”, “you”).

These Terms are intended primarily for business users. If you are an individual consumer purchasing for purposes outside your trade, business, craft or profession, nothing in these Terms affects your statutory rights under applicable consumer protection legislation, including the Consumer Rights Act 2015.

Age restriction: The Platform is strictly for use by individuals aged 18 and over. By accepting these Terms, you confirm that you are at least 18 years of age. If you are a Client, you confirm that you will not permit any person under the age of 18 to access the Platform.

If you are accepting these Terms on behalf of an organisation (a workspace-owning client), you confirm you have authority to bind that organisation. References to “Client” below mean the organisation on whose behalf you have accepted.

Acceptance occurs on creation of an account (via the signup checkbox confirming agreement to these Terms, the Privacy Policy, and the DPA) and is binding on the User individually and, where applicable, on the Client.

2Definitions

3Account Registration & Security

• You must provide accurate, complete information when creating an account and keep it up to date.
• Your credentials are confidential. You are responsible for all activity under your account.
• You must notify us immediately at [email protected] if you become aware of any unauthorised access to your account.
• Patario may suspend an account where we reasonably believe a security threat exists.
• You must be aged 18 or over to create an account or access the Platform. By registering, you confirm you meet this requirement.

4The Services

Patario provides a compliance training platform comprising:

• Course content (video scenarios, Socratic tutor sessions, module assessments)
• A Learner Record Store tracking course progress and completion
• Course completion certificates
• A Client Dashboard for workspace configuration, learner management, and analytics

Patario may update or modify the Services from time to time. Where we make changes that materially reduce the functionality you purchased. Patario does not guarantee that any specific feature will remain available indefinitely.

5Purchase & Payment

• Pricing is as displayed at the time of purchase, or as set out in the applicable order form or invoice.
• Patario is not currently registered for VAT, and no VAT is charged on our prices. If we become VAT registered we will update our published pricing and these Terms, and VAT will be shown separately on invoices issued from that date.
• All purchases are one-off. We do not operate recurring subscriptions, and nothing renews automatically.
• Clients can pay by card at checkout, or contact us at [email protected] to arrange payment by invoice.

Card payments are handled by our payment provider, Stripe. Patario does not receive or store your full card details. Stripe also processes payment data in its own right for fraud prevention and regulatory compliance — see Stripe’s privacy policy for details. If you choose to save your payment details using Stripe Link, your use of Link is governed by your own agreement with Stripe.

6Client Responsibilities

Where you are a Client (workspace owner):

• You confirm you are the data controller of your learners’ personal data.
• You have a lawful basis to enrol your learners on the Platform and to share their data with Patario as our processor.
• You are responsible for configuring workspace access and managing permissions for your learners and admins.
• You accept the DPA on behalf of your organisation as part of these Terms (14). Your use of learner data obtained via the Platform is subject to the obligations and restrictions set out in the DPA.

7Patario’s Responsibilities

• Patario will deliver the Services in material accordance with its documentation.
• Patario will process Personal Data as a processor in accordance with the DPA.
• Patario will maintain appropriate technical and organisational security measures as described in the TOMs (available under the DPA).
• Availability: Patario will use reasonable endeavours to maintain platform availability but does not commit to any specific uptime level or service level agreement. The platform may be unavailable from time to time due to scheduled or unscheduled maintenance. Patario will endeavour to give advance notice of scheduled maintenance where practicable.

8Intellectual Property

• Patario retains all intellectual property rights in the Platform, its software, and all Patario-authored Content (including video scenarios, tutor system prompts, assessment questions, and certificates).
• Clients retain all intellectual property rights in Customer Content.
• Each party grants the other a limited, non-exclusive licence as necessary to perform the contract during the term.
• If you provide feedback or suggestions about the Services, you grant Patario a perpetual, royalty-free, irrevocable licence to use that feedback for any purpose.

9Acceptable Use Policy (AUP)

The following uses of the Platform are prohibited. Patario may suspend or terminate accounts engaging in these behaviours, with or without notice, where necessary to protect the Platform or other users.

You must not:

• Use the Platform for any purpose that is unlawful under UK law or your local law.
• Permit any person under the age of 18 to access, use, or register for the Platform, whether as a learner, administrator, or in any other capacity.
• Upload, store, or transmit content that is harassing, defamatory, discriminatory, obscene, or otherwise objectionable.
• Upload malware, viruses, or code intended to damage or interfere with any system.
• Use the Platform for spamming, phishing, or sending unsolicited communications.
• Attempt to reverse engineer, decompile, or extract the source code of the Platform (save as permitted by applicable law).
• Scrape, crawl, or extract data from the Platform by automated means without Patario’s prior written consent.
• Attempt to circumvent access controls, authentication mechanisms, or rate limits.
• Share account credentials with any third party, or permit multiple individuals to use a single licensed seat.
• Resell, sublicense, or make the Platform available to third parties except as expressly permitted under these Terms.
• Use the Platform to build a competing product or to benchmark it for competitive intelligence purposes.
• Use Patario-authored Content — including course videos, video scripts, scenario scripts, tutor responses (including system prompts), and assessment questions — to train, fine-tune, or otherwise develop any machine learning model or AI system, without Patario’s prior written consent. For the avoidance of doubt, this prohibition does not apply to Customer Content or to a Client’s use of its own learners’ activity data, and nothing in this clause restricts Patario’s use of platform data for its own product development and service improvement purposes.
• Submit content you do not have rights to upload, or that infringes third-party intellectual property.
• Interfere with the integrity of the Platform or act in a manner that could damage, disable, or overburden it.
• Upload special category personal data (health, biometric, racial or ethnic origin, etc.) without prior written agreement from Patario.

Enforcement: Patario may suspend access immediately for serious or repeated AUP breaches. Where circumstances allow, we will give notice and a reasonable opportunity to remedy before suspension. Persistent or severe breaches may result in permanent termination.

10Warranties & Disclaimers

• Patario warrants that it has the authority to enter into these Terms and to grant the rights set out here.
• Patario warrants that the Services will be performed with reasonable care and skill, as implied by section 13 of the Supply of Goods and Services Act 1982.
• Subject to those warranties and the consumer rights savings below, Patario excludes, to the fullest extent permitted by applicable law, all other conditions, warranties, or terms, whether express or implied by statute, common law, or otherwise, including any implied term of fitness for a particular purpose (save as implied by section 13 of the 1982 Act for consumer contracts).
• Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under English law, including: liability for death or personal injury caused by negligence; liability for fraud or fraudulent misrepresentation; and, where you are a consumer, any rights you have under the Consumer Rights Act 2015 (including the implied terms as to satisfactory quality, fitness for purpose, and conformity with description under sections 9 to 11 of that Act).

11Limitation of Liability

Subject to 10 (which takes precedence), Patario’s total liability to you for any claim arising under or in connection with these Terms shall not exceed the greater of (a) the total fees paid by you to Patario in the 12 months immediately preceding the event giving rise to the claim, and (b) £100.

In no event shall Patario be liable for any indirect, consequential, special, or incidental losses, loss of profit, loss of revenue, loss of data, or loss of anticipated savings, even if advised of the possibility of such losses.

12Indemnities

• Patario → Client: Patario will defend and indemnify the Client against third-party claims that the Platform (as delivered by Patario, unmodified) infringes a third party’s intellectual property rights, subject to the cap in 11.
• Client → Patario: Client will defend and indemnify Patario against third-party claims arising from Customer Content or Client’s breach of these Terms, subject to the cap in 11.
• The indemnifying party has the right to control defence and settlement, provided settlement does not impose obligations on the other party without consent.

13Term & Termination

• Term: From acceptance of these Terms until terminated.
• Termination for breach: Either party may terminate on 30 days’ written notice if the other materially breaches these Terms and fails to remedy the breach within that notice period.
• Immediate termination by Patario: Patario may terminate immediately for AUP breach (9), non-payment, or where required by law or to protect the Platform or other users.
• Effect of termination: Upon termination, your access to the Platform will cease. Provisions that by their nature should survive termination (IP, confidentiality, liability, governing law) will survive.

14Data Processing Agreement

The Data Processing Agreement at /legal/dpa is incorporated by reference into these Terms and forms part of the contract where Patario processes Personal Data on Client’s behalf. In the event of conflict between these Terms and the DPA on privacy matters, the DPA takes precedence.

15Confidentiality

Each party agrees to keep the other’s Confidential Information confidential and not to disclose it to third parties except as required by law or with the other party’s consent. Customer Content is the Client’s Confidential Information. Standard exceptions apply (information in the public domain, independently developed, required by law). Obligations survive termination for 3 years.

16Governing Law & Disputes

These Terms are governed by the laws of England & Wales. Any disputes arising under these Terms are subject to the exclusive jurisdiction of the English courts, save that nothing in this clause prevents a consumer from bringing proceedings in the courts of their country of residence where applicable law so permits.

17Miscellaneous

• Entire agreement: These Terms (including the DPA and any order form) constitute the entire agreement between the parties on this subject matter and supersede all prior agreements.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• No waiver: Failure to enforce any right does not constitute a waiver of that right.
• No third-party beneficiaries: These Terms do not confer rights on any third party.
• Force majeure: Neither party is liable for failure to perform due to circumstances beyond their reasonable control (excluding payment obligations).
• Assignment: Patario may assign these Terms on a sale of its business or to an affiliate. Client may not assign without Patario’s prior written consent.
• Notices: Notices to Patario: [email protected]. Notices to Client: the account email address on record.

18Contact

Patario Limited
South Wonston Farm House, South Wonston, Winchester, England, SO21 3HL

Email: [email protected]