1.1. Acceptance. By using the App or Services in any manner, you are bound by these Terms of Service (the “Terms”). If you do not agree to the Terms, do not use the App or Services. If you are accepting these Terms on behalf of a company, organisation, government, or other legal entity, you represent and warrant that (a) you are authorised to do so, (b) the entity agrees to be legally bound by the Terms, and (c) neither you nor the entity are barred from using the Services or accepting the Terms under the laws of the applicable jurisdiction.
1.2. Scope. These Terms govern your use of the App and the Services. Except as otherwise specified, these Terms do not apply to Third-Party Products, which are governed by their own terms of service.
1.3. Contracting Entity. “StagingPro” means Vortex IQ Limited, a company registered in England and Wales (Company Number: 14925424, VAT Number: GB 459 547 641, D-U-N-S® Number: 230712948), with its registered office at Unit 1, Lincoln House, GWQ, Great West Road, Brentford, Middlesex, United Kingdom, TW8 0GE. Effective from 19 May 2025, all products, services, and contractual responsibilities previously held by StagingPro, Inc. (a California-based company) have been formally transitioned to Vortex IQ Limited (registered on 9 June 2023). Vortex IQ Limited is the exclusive legal entity responsible for the operation, development, billing, support, and contractual obligations associated with the StagingPro platform and all associated products and services. The StagingPro brand continues to be used for products and services offered and managed solely by Vortex IQ Limited.
1.4. Certain Definitions.
a. “Order Form” or “Order” means one or more StagingPro order forms executed by the parties for the purchase of Services and that reference these Terms.
b. “Services” means all StagingPro products, services, and materials located on or accessible through the Website or otherwise described in an Order.
c. “Third-Party Products” means any third-party information, website, product, service, or materials referenced in, accessible through, or provided in connection with, the Website or Services.
d. “Website” means the StagingPro website located at www.stagingpro.com, together with all StagingPro websites and the App accessible from the StagingPro Control Panel.
e. “App” means the StagingPro software application and any related tools accessible through the control panel or integrated with e-commerce platforms.
2. Eligibility
2.1. Minimum Age. The Services and the App are available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Website are not intended to be used by individuals under the age of 18. If you do not qualify, please do not use the Services or access the Website.
2.2. Registration. In order to use the Services, you must establish a Services account (“Account”) by registering with StagingPro. You may be required to submit a valid means of payment for which you are authorised to purchase Services. You will provide true, accurate, current, and complete information when registering for an Account and will update the information as necessary to keep your Account and payment information current. StagingPro reserves the right to refuse registration of, or cancel, accounts that violate these Terms or StagingPro’s Acceptable Use Policy.
3. Security
3.1. Generally. You are responsible for maintaining the security of your Account credentials and for all Services ordered, accessed, or otherwise used in connection with your Account credentials and all actions taken in association therewith. You will not share your Account credentials with any third party.
3.2. Application Environment. StagingPro will provide a secure environment (including appropriate technical, physical, and organisational security measures and safeguards) for customer data stored and processed via the standard StagingPro App. Full details of security measures, customer responsibilities, and incident handling are set out in StagingPro’s Information Security Policy. To the extent permitted by applicable law, StagingPro excludes liability for unauthorised access, disclosure, alteration, or destruction of Customer Data except where directly caused by StagingPro’s failure to implement the measures described in the Security Policy.
4. Use Restrictions
This is an agreement for Services, and you are not granted a licence to any software by these Terms. Except as permitted and non-excludable under applicable law, you will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software”); modify, translate or create derivative works based on the Services or any Software; copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
5. Intellectual Property
5.1. User Content
a. Licence. We do not claim any intellectual property rights over the content you provide to StagingPro. All of your content remains yours. When providing content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise any and all intellectual property rights you have in that content or associated with your store in connection with our provision of the Services, in any media known now or developed in the future.
b. Representations and Warranties. You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms; that such content is accurate; and that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any intellectual property rights of any third party. To the extent permitted by applicable law, StagingPro takes no responsibility and assumes no liability for any content provided by you or any third party.
5.2. StagingPro Content.
a. Restrictions. All rights not expressly granted by StagingPro to you in these Terms are reserved by StagingPro. There are no implied rights save to the extent rights cannot be excluded by applicable law. You may not use, imitate, or copy, in whole or in part, any StagingPro trademark, service mark, trade dress, logo, or other branding (collectively, “Marks”) without, in each instance, StagingPro’s prior written consent, in StagingPro’s discretion. All permitted use of StagingPro’s Marks will inure to the benefit of StagingPro.
b. Ownership. As between the parties, the Website and Services, including, without limitation, any and all APIs, Software, documentation, images, video, content, logos, page headers, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all associated intellectual property rights (collectively, “StagingPro IP”) are owned by StagingPro and/or its third-party sponsors, partners, and suppliers. You have no right or licence in or to the StagingPro IP other than the right to use the Services, in compliance with the Terms, during the applicable subscription period.
5.3. Feedback.
You may provide StagingPro with ideas, opinions, recommendations, feedback, or advice in connection with your use of the Services (collectively, “Feedback”). If you submit Feedback to StagingPro, you grant StagingPro an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide licence (sublicensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display such Feedback (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed; and (b) use, and permit others to use, Feedback in any manner and for any purpose (including commercial purposes) that StagingPro deems appropriate in its discretion (including incorporating Feedback, in whole or in part, into any technology, product, or service).
5.4. Data Sharing with E-commerce Platform Partners.
To enhance the performance of your online store and to optimise the functionality of the StagingPro service, you acknowledge and agree that StagingPro may share relevant store data, including but not limited to performance metrics, anonymised usage data, and integration-related information, with the e-commerce platform provider (e.g., your chosen e-commerce platform) you are using. Such data sharing is conducted strictly to ensure integration compatibility, enable improvements, and support troubleshooting and analytics directly related to the StagingPro services or store performance. All data sharing adheres to applicable data protection laws (including the UK GDPR and DPA 2018) and will not include personally identifiable customer data unless explicitly authorised or required for technical support purposes with appropriate safeguards.
5.5. Artificial Intelligence (AI) Usage.
5.5.1. Use of AI. Vortex IQ employs AI agents and technologies to deliver services such as content generation, image optimisation, performance monitoring, and data-driven automation. By using the Services, you acknowledge and accept the use of AI technologies in your workflows.
5.5.2. Accuracy and Responsibility. While designed for high performance, AI-generated outputs may contain inaccuracies. You agree that final decisions based on AI outputs are your responsibility and that Vortex IQ accepts no liability for errors unless explicitly covered in a separate Service Level Agreement (SLA).
5.5.3. Human Oversight. You are responsible for ensuring appropriate human oversight, especially when AI outputs influence live deployments or critical business processes.
5.5.4. Data Use and AI Training. Your data is not used to train shared AI models. Any data processing for performance improvement adheres to our Privacy Policy and does not include personally identifiable information unless explicitly authorised.
5.5.5. Third-Party AI Providers. Where applicable, third-party AI tools are used and governed by their respective terms. Vortex IQ is not liable for the performance or behaviour of third-party AI models.
5.5.6. AI Automation Liability. By enabling automated AI tasks (e.g., image compression, backup, or SEO suggestions), you are responsible for validating correctness prior to applying them in production.
5.5.7. Acceptable Use. You agree not to use AI services for harmful, unlawful, or misleading purposes, nor to attempt to reverse-engineer or extract proprietary algorithms.
5.5.8. Feedback and Improvements. By using the Services, you agree that anonymised usage feedback may be used by Vortex IQ to enhance its AI systems.
5.5.9. Disclaimer. AI services are provided “as is” without guarantees of specific outcomes. You are expected to review and validate outputs before executing significant changes.
6 Indemnification
6.1. Indemnification. You will defend, indemnify, and hold StagingPro and its suppliers and affiliates, and the respective directors, officers, employees, and agents of each, harmless from and against any and all claims, losses, damages, liabilities, and costs (including reasonable solicitors’ fees and court costs) arising out of or relating to your breach of any of these Terms, the User Content, or use by you or any third party (authorised, permitted or enabled by you) of the Services, except to the extent the foregoing directly results from StagingPro’s own gross negligence or wilful misconduct. StagingPro reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. This Section survives any termination or expiry of these Terms.
7. Discussion Areas
7.1. No Warranty. StagingPro makes no representations or warranties with respect to any forums, blogs, private messages, emails, or other electronic discussion mediums made available through or in connection with the Services (collectively, “Discussion Areas”) or with respect to any information or materials contained in the Discussion Areas. Your use of, or reliance upon, any such information or materials is at your sole risk.
7.2. Your Postings. All information, content, or materials you post to a Discussion Area must comply with the Acceptable Use Policy. StagingPro has no obligation to monitor the Discussion Areas, but may do so at its discretion and may delete, move, or edit any information or materials in the Discussion Areas.
8. Anti-Corruption, Export and Sanctions Compliance
With respect to these Terms, you represent, warrant, and covenant that you:
8.1. have not and will not violate, or cause any party to be in violation of, any applicable anti-bribery or anti-corruption law, including, but not limited to, the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 (as amended), and other relevant anti-kickback, anti-money laundering, and anti-terrorist financing laws, sanctions, embargoes, export controls, import controls, anti-fraud laws, or any other applicable law, regulation, or order (collectively, “Applicable ABAC Laws”).
8.2. have not and will not use or apply the Services or the Website in violation of Applicable ABAC Laws.
8.3. have not and will not with a corrupt, improper, or illegal intention directly or indirectly (through third parties) pay, provide, promise, offer, authorise, solicit, or accept any money, gift, hospitality, entertainment, favour, financial advantage, or other thing of value to or from any individual, organisation, political party, or entity whether in the public or private sector in any country in order to obtain, retain, or direct regulatory approvals, licences, permits, business, contracts, investments, sales, tax or duty assessments, import or export clearances, foreign exchange clearances, or other advantages.
8.4. shall cause all of your employees, officers, directors, agents, contractors, vendors, and partners (collectively, “Relevant Parties”) to comply with all of the terms contained in this Section.
8.5. are not, and will ensure that your Relevant Parties and customers are not, (a) nationals, residents, agents or representatives of Iran, Cuba, North Korea, Syria, the Crimea Region of Ukraine, or any other region subject to comprehensive sanctions; (b) on any applicable list of sanctioned, embargoed, blocked, criminal, or debarred persons (each such list, a “Sanctions List”); (c) an entity 50% or more owned or controlled by, or acting for or on behalf of, any person or entity on a Sanctions List; or (d) otherwise the target of sanctions, suspensions, embargoes, or debarment by any government or public international organisation.
8.6. shall secure all necessary export/sanctions licences or authorisations to the extent applicable and necessary.
8.7. shall implement an effective, risk-based compliance programme and necessary internal controls (including conducting sanctions screenings of your Relevant Parties and customers) to ensure compliance with Applicable ABAC Laws and this Section.
8.8. shall review and adhere to StagingPro’s Company Associate Compliance Guide if provided by StagingPro.
8.9. shall reasonably cooperate with StagingPro to (a) ensure compliance with sanctions, embargoes, and other Applicable ABAC Laws and/or (b) review and remediate actual or potential violations of such laws, including suspending or terminating the supply of products or services to customers or other persons that appear on a Sanctions List. A violation of the foregoing will constitute a material breach of these Terms and may result in termination for cause and other available remedies.
9. General Terms and Conditions
9.1. Modifications.
StagingPro may change, modify, add to, or remove portions of the Terms (“Changes”) at any time. StagingPro will notify you of Changes by sending an email to the address identified in your Account and by posting a revised version of the Terms to the Website. Your continued use of the Website or Services following notice or posting of Changes constitutes acceptance. Changes apply prospectively from the posting date.
9.2. Term; Termination.
a. Term. The Services will be provided for the duration of your Services subscription or Order Form, unless cancelled by you or terminated by StagingPro. To terminate your subscription at the end of the agreed term, you must provide at least 30 days’ written notice in advance. These Terms automatically terminate upon cancellation of all of your Services subscriptions. StagingPro may terminate these Terms or your subscription(s) at any time, with or without cause, upon written notice.
b.Effect of Termination. Upon termination of these Terms by either party for any reason, or cancellation or expiry of your Services subscriptions: (i) StagingPro will cease providing the Services; (ii) you will not be entitled to any refunds of any subscription or usage fees, or any other fees, pro rata or otherwise; (iii) any fees you owe to StagingPro will immediately become due and payable in full; and (iv) StagingPro may delete your archived data within 30 days. Sections that expressly provide for survival, or by their nature should survive, will survive termination, including confidentiality, indemnification, warranty disclaimers, and limitations of liability.
c. Automatic Renewal. Unless you provide written notice of non-renewal at least thirty (30) days before the end of the current subscription term, your Services subscription will automatically renew for successive renewal terms equal in duration to the expiring subscription term. Renewal will be at the same rates as previously agreed, unless otherwise agreed in writing. You authorise StagingPro to charge your designated payment method for each renewal term. You may prevent renewal by providing timely written notice of non-renewal to accounts@stagingpro.com clearly stating the reason for cancellation.
9.3. Limitations of Liability.
a. Excluded Damages and Theories. STAGINGPRO AND ITS SUPPLIERS AND AFFILIATES ASSUME NO RESPONSIBILITY WITH RESPECT TO YOUR OR YOUR USERS’ USE OF THE WEBSITE, SOFTWARE, OR SERVICES AND WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT STAGINGPRO IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
b. Aggregate Liability. STAGINGPRO AND ITS SUPPLIERS AND AFFILIATES WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY STAGINGPRO FROM YOU FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE
c. Multiple Claims; Time Limits. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE, SOFTWARE, OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CLAIM AND CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
d. Jurisdictions; Limitations. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR FRAUD, WILFUL MISCONDUCT, GROSS NEGLIGENCE, DEATH OR PERSONAL INJURY OR FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH EVENT, THE LIABILITY OF STAGINGPRO AND ITS SUPPLIERS AND AFFILIATES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS SECTION SURVIVES TERMINATION OR EXPIRY.
9.4. Disclaimers.
a. General. YOUR USE OF THE WEBSITE, SOFTWARE, AND SERVICES IS AT YOUR OWN RISK AND THEY ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. STAGINGPRO AND ITS SUPPLIERS AND AFFILIATES DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
b. Specific. STAGINGPRO MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (i) THE ABILITY OF THE WEBSITE, SERVICES, OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (ii) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE WEBSITE, SERVICES, OR SOFTWARE, (iii) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY LINKED SITES (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE), AND/OR (iv) THIRD-PARTY PRODUCTS.
c. Third-Party Products. THE REFERENCE TO, OR AVAILABILITY OF, THIRD-PARTY PRODUCTS IN CONNECTION WITH THE SERVICES OR WEBSITE DOES NOT CONSTITUTE, AND WILL NOT BE CONSTRUED AS CONSTITUTING, AN ENDORSEMENT, AUTHORISATION, SPONSORSHIP, OR AFFILIATION BY OR WITH STAGINGPRO.
d. Legal, Tax, Financial, Other Communications. NO ORAL OR WRITTEN INFORMATION OR ADVICE OR COMMUNICATIONS PROVIDED BY STAGINGPRO OR ANY OF ITS EMPLOYEES WILL CONSTITUTE PERSONAL, LEGAL, TAX OR FINANCIAL ADVICE OR CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND.
e. Jurisdictions; Limitations. THESE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE ANY TERMINATION OR EXPIRY OF THESE TERMS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.
9.5. Confidentiality.
a. Definition. “Confidential Information” means the business, technical, and financial information disclosed to one party (the “Receiving Party”) by the other party (the “Disclosing Party”) pursuant to these Terms and includes all information marked by the Disclosing Party as confidential and any other information, whether written or oral, that the Receiving Party should reasonably understand is confidential to the Disclosing Party.
b. Obligations. The Receiving Party will: (i) hold the Disclosing Party’s Confidential Information in confidence and not disclose it to any third party except as provided in these Terms; and (ii) not use the Confidential Information for any purpose except for the purposes described in these Terms. No rights in Confidential Information are granted except as expressly indicated.
c. Standard of Care. The standard of care is the same degree of care used to avoid the unauthorised use, disclosure, or dissemination of the Receiving Party’s own similar information, but not less than a commercially reasonable degree of care.
d. Limitation. Each party will disclose the other party’s Confidential Information only to its employees, consultants, and contractors who are bound by confidentiality obligations substantially as protective as this Section.
e. Exclusions. Confidential Information excludes information that is (i) already rightfully in the Receiving Party’s possession without obligation of confidentiality, (ii) public through no fault of the Receiving Party, (iii) furnished to the Receiving Party by a third party without restriction, or (iv) independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
f. Required Disclosures. A Receiving Party may disclose Confidential Information pursuant to a valid court order or order of an authorised government agency, provided (if not legally prohibited) the Disclosing Party receives prompt notice and the disclosure is limited to the information required.
g. Survival. This Section survives for as long as the Confidential Information remains confidential.
9.6. Backup Storage.
For its own operational purposes, StagingPro may back up data on its servers from time to time, but has no obligation to do so for you. YOU ARE SOLELY RESPONSIBLE FOR SEPARATELY BACKING UP YOUR FILES AND DATA. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STAGINGPRO WILL NOT BE LIABLE FOR LOSS OF FILES OR DATA.
9.7. No Assignment by You.
You may not assign your rights or obligations under these Terms without StagingPro’s prior written consent, which StagingPro may refuse in its sole discretion. Any attempted assignment without such consent is void. StagingPro may assign its rights and/or obligations at any time. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.
9.8. Entire Agreement.
These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede all prior or contemporaneous written and oral agreements, communications, and other understandings relating to the subject matter. Any modifications must be in a writing signed by both parties, except as otherwise provided herein.
10. Miscellaneous
10.1. Governing Law; Jurisdiction. These Terms are governed by the laws of England and Wales. You consent to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising from or relating to these Terms.
10.2. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.
10.3. Waiver. No waiver of any provision of these Terms, nor consent by StagingPro to any breach or departure from any provision, is binding unless in writing and signed by a duly authorised representative of StagingPro, and then only for the specific instance and purpose given.
10.4. Notices.
a. You consent to receive communications from StagingPro electronically. We may communicate with you through the email address specified in your Account or by posting notices on the Website. All such communications satisfy any legal requirement that they be in writing.
b. Notices to StagingPro must be sent in writing to: Legal Department, Vortex IQ Limited, Unit 1, Lincoln House, GWQ, Great West Road, Brentford, Middlesex, United Kingdom, TW8 0GE. You may also email [email protected] (subject line: “Legal Notice”). Recorded delivery is recommended.
10.5. Section Headings. Section headings and titles are for convenience only and have no legal or contractual effect. These Terms will be interpreted without strict construction in favour of or against either party.
10.6. Independent Contractors. No agency, partnership, joint venture, or employment relationship is created by these Terms or your use of the Services, and you do not have authority to bind StagingPro.
10.7. Marks. StagingPro has the non-exclusive right and licence to use the names, trademarks, service marks, and logos associated with your store(s) to promote the Services.
10.8. Force Majeure. StagingPro will have no liability for any failure to perform its obligations caused by events beyond its reasonable control, including war, terrorism, natural disasters, failure of electricity supply, riot, civil disorder, or other force majeure events.
10.9. Third-Party Service Integration. Certain Third-Party Products may be integrated with the Services. StagingPro may, in its discretion and without liability, decide to no longer support such integration and migrate your subscription to a different integration.
10.10. Hosting Services. StagingPro uses third-party hosting services essential to the Services and without which the Services could not be provided.
Terms of Service
Release Date: 1 July 2025
1. Introduction
1.1. Acceptance. By using the App or Services in any manner, you are bound by these Terms of Service (the “Terms”). If you do not agree to the Terms, do not use the App or Services. If you are accepting these Terms on behalf of a company, organisation, government, or other legal entity, you represent and warrant that (a) you are authorised to do so, (b) the entity agrees to be legally bound by the Terms, and (c) neither you nor the entity are barred from using the Services or accepting the Terms under the laws of the applicable jurisdiction.
1.2. Scope. These Terms govern your use of the App and the Services. Except as otherwise specified, these Terms do not apply to Third-Party Products, which are governed by their own terms of service.
1.3. Contracting Entity. “StagingPro” means Vortex IQ Limited, a company registered in England and Wales (Company Number: 14925424, VAT Number: GB 459 547 641, D-U-N-S® Number: 230712948), with its registered office at Unit 1, Lincoln House, GWQ, Great West Road, Brentford, Middlesex, United Kingdom, TW8 0GE. Effective from 19 May 2025, all products, services, and contractual responsibilities previously held by StagingPro, Inc. (a California-based company) have been formally transitioned to Vortex IQ Limited (registered on 9 June 2023). Vortex IQ Limited is the exclusive legal entity responsible for the operation, development, billing, support, and contractual obligations associated with the StagingPro platform and all associated products and services. The StagingPro brand continues to be used for products and services offered and managed solely by Vortex IQ Limited.
1.4. Certain Definitions.
2. Eligibility
2.1. Minimum Age. The Services and the App are available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Website are not intended to be used by individuals under the age of 18. If you do not qualify, please do not use the Services or access the Website.
2.2. Registration. In order to use the Services, you must establish a Services account (“Account”) by registering with StagingPro. You may be required to submit a valid means of payment for which you are authorised to purchase Services. You will provide true, accurate, current, and complete information when registering for an Account and will update the information as necessary to keep your Account and payment information current. StagingPro reserves the right to refuse registration of, or cancel, accounts that violate these Terms or StagingPro’s Acceptable Use Policy.
3. Security
3.1. Generally. You are responsible for maintaining the security of your Account credentials and for all Services ordered, accessed, or otherwise used in connection with your Account credentials and all actions taken in association therewith. You will not share your Account credentials with any third party.
3.2. Application Environment. StagingPro will provide a secure environment (including appropriate technical, physical, and organisational security measures and safeguards) for customer data stored and processed via the standard StagingPro App. Full details of security measures, customer responsibilities, and incident handling are set out in StagingPro’s Information Security Policy. To the extent permitted by applicable law, StagingPro excludes liability for unauthorised access, disclosure, alteration, or destruction of Customer Data except where directly caused by StagingPro’s failure to implement the measures described in the Security Policy.
4. Use Restrictions
This is an agreement for Services, and you are not granted a licence to any software by these Terms. Except as permitted and non-excludable under applicable law, you will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software”); modify, translate or create derivative works based on the Services or any Software; copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
5. Intellectual Property
5.1. User Content
a. Licence. We do not claim any intellectual property rights over the content you provide to StagingPro. All of your content remains yours. When providing content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise any and all intellectual property rights you have in that content or associated with your store in connection with our provision of the Services, in any media known now or developed in the future.
b. Representations and Warranties. You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms; that such content is accurate; and that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any intellectual property rights of any third party. To the extent permitted by applicable law, StagingPro takes no responsibility and assumes no liability for any content provided by you or any third party.
5.2. StagingPro Content.
a. Restrictions. All rights not expressly granted by StagingPro to you in these Terms are reserved by StagingPro. There are no implied rights save to the extent rights cannot be excluded by applicable law. You may not use, imitate, or copy, in whole or in part, any StagingPro trademark, service mark, trade dress, logo, or other branding (collectively, “Marks”) without, in each instance, StagingPro’s prior written consent, in StagingPro’s discretion. All permitted use of StagingPro’s Marks will inure to the benefit of StagingPro.
b. Ownership. As between the parties, the Website and Services, including, without limitation, any and all APIs, Software, documentation, images, video, content, logos, page headers, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all associated intellectual property rights (collectively, “StagingPro IP”) are owned by StagingPro and/or its third-party sponsors, partners, and suppliers. You have no right or licence in or to the StagingPro IP other than the right to use the Services, in compliance with the Terms, during the applicable subscription period.
5.3. Feedback.
You may provide StagingPro with ideas, opinions, recommendations, feedback, or advice in connection with your use of the Services (collectively, “Feedback”). If you submit Feedback to StagingPro, you grant StagingPro an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide licence (sublicensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display such Feedback (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed; and (b) use, and permit others to use, Feedback in any manner and for any purpose (including commercial purposes) that StagingPro deems appropriate in its discretion (including incorporating Feedback, in whole or in part, into any technology, product, or service).
5.4. Data Sharing with E-commerce Platform Partners.
To enhance the performance of your online store and to optimise the functionality of the StagingPro service, you acknowledge and agree that StagingPro may share relevant store data, including but not limited to performance metrics, anonymised usage data, and integration-related information, with the e-commerce platform provider (e.g., your chosen e-commerce platform) you are using. Such data sharing is conducted strictly to ensure integration compatibility, enable improvements, and support troubleshooting and analytics directly related to the StagingPro services or store performance. All data sharing adheres to applicable data protection laws (including the UK GDPR and DPA 2018) and will not include personally identifiable customer data unless explicitly authorised or required for technical support purposes with appropriate safeguards.
5.5. Artificial Intelligence (AI) Usage.
6 Indemnification
6.1. Indemnification. You will defend, indemnify, and hold StagingPro and its suppliers and affiliates, and the respective directors, officers, employees, and agents of each, harmless from and against any and all claims, losses, damages, liabilities, and costs (including reasonable solicitors’ fees and court costs) arising out of or relating to your breach of any of these Terms, the User Content, or use by you or any third party (authorised, permitted or enabled by you) of the Services, except to the extent the foregoing directly results from StagingPro’s own gross negligence or wilful misconduct. StagingPro reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. This Section survives any termination or expiry of these Terms.
7. Discussion Areas
7.1. No Warranty. StagingPro makes no representations or warranties with respect to any forums, blogs, private messages, emails, or other electronic discussion mediums made available through or in connection with the Services (collectively, “Discussion Areas”) or with respect to any information or materials contained in the Discussion Areas. Your use of, or reliance upon, any such information or materials is at your sole risk.
7.2. Your Postings. All information, content, or materials you post to a Discussion Area must comply with the Acceptable Use Policy. StagingPro has no obligation to monitor the Discussion Areas, but may do so at its discretion and may delete, move, or edit any information or materials in the Discussion Areas.
8. Anti-Corruption, Export and Sanctions Compliance
With respect to these Terms, you represent, warrant, and covenant that you:
9. General Terms and Conditions
9.1. Modifications.
StagingPro may change, modify, add to, or remove portions of the Terms (“Changes”) at any time. StagingPro will notify you of Changes by sending an email to the address identified in your Account and by posting a revised version of the Terms to the Website. Your continued use of the Website or Services following notice or posting of Changes constitutes acceptance. Changes apply prospectively from the posting date.
9.2. Term; Termination.
a. Term. The Services will be provided for the duration of your Services subscription or Order Form, unless cancelled by you or terminated by StagingPro. To terminate your subscription at the end of the agreed term, you must provide at least 30 days’ written notice in advance. These Terms automatically terminate upon cancellation of all of your Services subscriptions. StagingPro may terminate these Terms or your subscription(s) at any time, with or without cause, upon written notice.
b. Effect of Termination. Upon termination of these Terms by either party for any reason, or cancellation or expiry of your Services subscriptions: (i) StagingPro will cease providing the Services; (ii) you will not be entitled to any refunds of any subscription or usage fees, or any other fees, pro rata or otherwise; (iii) any fees you owe to StagingPro will immediately become due and payable in full; and (iv) StagingPro may delete your archived data within 30 days. Sections that expressly provide for survival, or by their nature should survive, will survive termination, including confidentiality, indemnification, warranty disclaimers, and limitations of liability.
c. Automatic Renewal. Unless you provide written notice of non-renewal at least thirty (30) days before the end of the current subscription term, your Services subscription will automatically renew for successive renewal terms equal in duration to the expiring subscription term. Renewal will be at the same rates as previously agreed, unless otherwise agreed in writing. You authorise StagingPro to charge your designated payment method for each renewal term. You may prevent renewal by providing timely written notice of non-renewal to accounts@stagingpro.com clearly stating the reason for cancellation.
9.3. Limitations of Liability.
a. Excluded Damages and Theories. STAGINGPRO AND ITS SUPPLIERS AND AFFILIATES ASSUME NO RESPONSIBILITY WITH RESPECT TO YOUR OR YOUR USERS’ USE OF THE WEBSITE, SOFTWARE, OR SERVICES AND WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT STAGINGPRO IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
b. Aggregate Liability. STAGINGPRO AND ITS SUPPLIERS AND AFFILIATES WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY STAGINGPRO FROM YOU FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE
c. Multiple Claims; Time Limits. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE, SOFTWARE, OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CLAIM AND CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
d. Jurisdictions; Limitations. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR FRAUD, WILFUL MISCONDUCT, GROSS NEGLIGENCE, DEATH OR PERSONAL INJURY OR FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH EVENT, THE LIABILITY OF STAGINGPRO AND ITS SUPPLIERS AND AFFILIATES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS SECTION SURVIVES TERMINATION OR EXPIRY.
9.4. Disclaimers.
a. General. YOUR USE OF THE WEBSITE, SOFTWARE, AND SERVICES IS AT YOUR OWN RISK AND THEY ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. STAGINGPRO AND ITS SUPPLIERS AND AFFILIATES DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
b. Specific. STAGINGPRO MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (i) THE ABILITY OF THE WEBSITE, SERVICES, OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (ii) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE WEBSITE, SERVICES, OR SOFTWARE, (iii) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY LINKED SITES (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE), AND/OR (iv) THIRD-PARTY PRODUCTS.
c. Third-Party Products. THE REFERENCE TO, OR AVAILABILITY OF, THIRD-PARTY PRODUCTS IN CONNECTION WITH THE SERVICES OR WEBSITE DOES NOT CONSTITUTE, AND WILL NOT BE CONSTRUED AS CONSTITUTING, AN ENDORSEMENT, AUTHORISATION, SPONSORSHIP, OR AFFILIATION BY OR WITH STAGINGPRO.
d. Legal, Tax, Financial, Other Communications. NO ORAL OR WRITTEN INFORMATION OR ADVICE OR COMMUNICATIONS PROVIDED BY STAGINGPRO OR ANY OF ITS EMPLOYEES WILL CONSTITUTE PERSONAL, LEGAL, TAX OR FINANCIAL ADVICE OR CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND.
e. Jurisdictions; Limitations. THESE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE ANY TERMINATION OR EXPIRY OF THESE TERMS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.
9.5. Confidentiality.
a. Definition. “Confidential Information” means the business, technical, and financial information disclosed to one party (the “Receiving Party”) by the other party (the “Disclosing Party”) pursuant to these Terms and includes all information marked by the Disclosing Party as confidential and any other information, whether written or oral, that the Receiving Party should reasonably understand is confidential to the Disclosing Party.
b. Obligations. The Receiving Party will: (i) hold the Disclosing Party’s Confidential Information in confidence and not disclose it to any third party except as provided in these Terms; and (ii) not use the Confidential Information for any purpose except for the purposes described in these Terms. No rights in Confidential Information are granted except as expressly indicated.
c. Standard of Care. The standard of care is the same degree of care used to avoid the unauthorised use, disclosure, or dissemination of the Receiving Party’s own similar information, but not less than a commercially reasonable degree of care.
d. Limitation. Each party will disclose the other party’s Confidential Information only to its employees, consultants, and contractors who are bound by confidentiality obligations substantially as protective as this Section.
e. Exclusions. Confidential Information excludes information that is (i) already rightfully in the Receiving Party’s possession without obligation of confidentiality, (ii) public through no fault of the Receiving Party, (iii) furnished to the Receiving Party by a third party without restriction, or (iv) independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
f. Required Disclosures. A Receiving Party may disclose Confidential Information pursuant to a valid court order or order of an authorised government agency, provided (if not legally prohibited) the Disclosing Party receives prompt notice and the disclosure is limited to the information required.
g. Survival. This Section survives for as long as the Confidential Information remains confidential.
9.6. Backup Storage.
For its own operational purposes, StagingPro may back up data on its servers from time to time, but has no obligation to do so for you. YOU ARE SOLELY RESPONSIBLE FOR SEPARATELY BACKING UP YOUR FILES AND DATA. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STAGINGPRO WILL NOT BE LIABLE FOR LOSS OF FILES OR DATA.
9.7. No Assignment by You.
You may not assign your rights or obligations under these Terms without StagingPro’s prior written consent, which StagingPro may refuse in its sole discretion. Any attempted assignment without such consent is void. StagingPro may assign its rights and/or obligations at any time. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.
9.8. Entire Agreement.
These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede all prior or contemporaneous written and oral agreements, communications, and other understandings relating to the subject matter. Any modifications must be in a writing signed by both parties, except as otherwise provided herein.
10. Miscellaneous
10.1. Governing Law; Jurisdiction. These Terms are governed by the laws of England and Wales. You consent to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising from or relating to these Terms.
10.2. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.
10.3. Waiver. No waiver of any provision of these Terms, nor consent by StagingPro to any breach or departure from any provision, is binding unless in writing and signed by a duly authorised representative of StagingPro, and then only for the specific instance and purpose given.
10.4. Notices.
10.5. Section Headings. Section headings and titles are for convenience only and have no legal or contractual effect. These Terms will be interpreted without strict construction in favour of or against either party.
10.6. Independent Contractors. No agency, partnership, joint venture, or employment relationship is created by these Terms or your use of the Services, and you do not have authority to bind StagingPro.
10.7. Marks. StagingPro has the non-exclusive right and licence to use the names, trademarks, service marks, and logos associated with your store(s) to promote the Services.
10.8. Force Majeure. StagingPro will have no liability for any failure to perform its obligations caused by events beyond its reasonable control, including war, terrorism, natural disasters, failure of electricity supply, riot, civil disorder, or other force majeure events.
10.9. Third-Party Service Integration. Certain Third-Party Products may be integrated with the Services. StagingPro may, in its discretion and without liability, decide to no longer support such integration and migrate your subscription to a different integration.
10.10. Hosting Services. StagingPro uses third-party hosting services essential to the Services and without which the Services could not be provided.
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