Terms and Conditions
Provider: EXOR Group Ltd, a company registered in Malta ("EXOR", "we", "us", "our"). Product: APEX Pando, a multi-tenant digital signage software-as-a-service platform ("Pando", "the Service"). Customer: the legal person or entity subscribing to the Service ("you", "the Tenant").
By ticking the acceptance box and enrolling, you confirm that you have read, understood and agree to be bound by these Terms and Conditions.
1. Definitions
1.1. "Service" means the APEX Pando platform, including its web application, player and agent software, APIs, and associated infrastructure. 1.2. "Tenant Data" means content, media, configuration and other data you upload to or generate within the Service. 1.3. "Plan" means the subscription tier (Free, Standard, Pro, Enterprise) you select, together with its allocations and pricing. 1.4. "Fees" means the charges payable for your Plan and any additional resources (displays, users, meeting rooms, zones, storage). 1.5. "IoT Devices" means sensors, microcontrollers and connected hardware (including but not limited to Arduino and ESP-based devices) that may be connected to the Service to capture environmental or operational data such as temperature, humidity, dust, or device-health metrics. 1.6. "Sensor Data" means data captured by IoT Devices or by player/agent software, including environmental readings and device-health, diagnostic and telemetry information. 1.7. "Confidential Information" means non-public information disclosed by one party to the other that is marked or would reasonably be understood as confidential, including EXOR's platform internals and pricing and the Tenant's business data. 1.8. "Enterprise Order" means a separately agreed written order for the Enterprise Plan. 1.9. "AUP" means EXOR's Acceptable Use Policy, as updated from time to time.
2. The Agreement and Acceptance
2.1. These Terms form a binding agreement between you and EXOR governing your use of the Service. 2.2. You must accept these Terms, by ticking the acceptance box, before enrolling. Enrolment is not possible without acceptance. 2.3. You confirm that the person accepting these Terms is authorised to bind the Tenant. 2.4. We may update these Terms and Plan details from time to time. Changes are notified to you by automated email generated by the system. Such changes normally take effect at your next renewal. However, where a change is required or enforced by legal matters, including changes in the governing laws or regulatory requirements, it may take effect earlier as necessary to comply. Continued use after a change takes effect constitutes acceptance.
3. The Service and Availability
3.1. We provide the Service on a commercially reasonable-efforts basis. Except where an Enterprise Service Level Agreement (SLA) is separately agreed in writing, the Service is provided without a guaranteed uptime commitment. 3.2. Maintenance and Updates. Routine system updates and maintenance normally take place between 01:00 and 05:00 (Central European Time). We reserve the right to perform updates, maintenance, patches or upgrades at any other time where reasonably necessary, including for security or stability reasons, with or without prior notice. 3.3. Updates may modify, add or remove features. We will not materially reduce core functionality of a paid Plan during a paid term without reasonable notice. 3.4. We may suspend the Service temporarily for emergency maintenance, security incidents, or to comply with law. 3.5. Content delivery — no liability for timing or failure to display. EXOR does not warrant that content will be displayed at any particular time or without interruption. Many factors affecting display are outside our control, including lack of or interrupted network access at your site, hardware failure, power loss, third-party infrastructure failures, and events of force majeure ("acts of God"). To the maximum extent permitted by law, EXOR is not liable for any failure, delay, or interruption in displaying content caused by such factors. 3.6. Update speed. Each Plan indicates an update speed at which content changes are propagated to displays. This is a maximum expected interval: you should expect the system to update at or faster than the indicated speed under normal conditions. The indicated update speed is a target, not a guarantee, and remains subject to clause
3.5. It is the Tenant's responsibility to verify that changes pushed to displays have in fact taken effect. 3.7. Support. Support is provided by email to support@exorgroup.com on all Plans except Enterprise, which is given a direct contact. EXOR aims to respond within forty-eight (48) hours. Support is provided on a commercially reasonable-efforts basis and in English. EXOR may introduce additional support channels over time.
4. Fees, Billing and Renewal
4.1. You agree to pay the Fees for your selected Plan and any additional resources consumed, as set out in our published pricing or your Enterprise order. 4.2. Fees are billed [monthly / annually in advance] and are stated exclusive of VAT, which is added where applicable. 4.3. Additional resources (displays, users, meeting rooms, zones, storage) consumed beyond your Plan allocation are billed at the published add-on rates. 4.4. Subscriptions renew automatically at the end of each term unless cancelled before renewal.
4.5. Late or failed payment may result in suspension or restriction of the Service after reasonable notice. 4.6. Except as required by mandatory law, Fees paid are non-refundable.
4.7. Price changes. EXOR may revise Fees and add-on rates. Revised Fees apply from your next renewal following notice given under clause 2.4. If you do not accept a price change, your remedy is to cancel before the renewal takes effect. 4.8. Taxes. Fees are exclusive of VAT and other applicable taxes, which you bear. If you are required to withhold any tax, you will gross up the payment so that EXOR receives the full amount due. 4.9. No set-off. You must pay all Fees in full without set-off, deduction, or withholding of any alleged claim. 4.10. Payment methods and collection. You authorise EXOR (and its payment processor) to store and re-attempt your payment method for due Fees. Overdue amounts may bear interest at the statutory commercial rate applicable in Malta, and you are responsible for EXOR's reasonable costs of recovering unpaid Fees, including legal and collection costs. 4.11. Chargebacks. Initiating a chargeback or payment dispute without first raising the matter with EXOR is a breach of these Terms and may result in immediate suspension. 4.12. Hard limits. Plan allocations (displays, users, meeting rooms, zones, storage) are hard limits. Where an allocation is reached, the relevant function is blocked until you upgrade or purchase additional resources; the Service does not silently exceed allocations. Additional storage is only available by purchase, and content that would exceed your storage allocation will be rejected at upload until additional storage is bought. 4.13. Reactivation. A suspended account may be subject to a reactivation fee to restore access. 4.14. Suspension and billing. Suspension for non-payment or breach does not pause the billing period; Fees continue to accrue during suspension. 4.15. Downgrade. Plan downgrades take effect from your next renewal. On downgrade, any displays, users, meeting rooms, zones, storage or features exceeding the lower Plan's allocation are disabled or must be reduced to fit, and features not included in the lower Plan become unavailable.
5. Tenant Responsibilities and Acceptable Use
5.1. You are responsible for maintaining the security of your account credentials and for all activity under your account. 5.2. Protocol and security adherence. You are responsible for ensuring that your users, devices, displays and integrations follow proper security protocols and our published guidance, to keep the Service and your Tenant environment safe. This includes securing player/agent devices, network connections, and any connected hardware. 5.3. You must not use the Service to store or display unlawful, infringing, harmful, or offensive content, nor in breach of any applicable law. 5.4. You must not attempt to circumvent Plan limits, resource allocations, security controls, or tenant-isolation mechanisms. 5.5. You are responsible for the lawfulness of the content you display, including holding any necessary licences, permissions and consents (for example for images, video, music, and advertising). 5.6. Data protection and breach notification. You are responsible for protecting your own data and account. If you become aware of any security breach, unauthorised access, or compromise affecting your account, Tenant Data, or connected devices, you must notify EXOR within forty-eight (48) hours of becoming aware of it.
5.7. Registration accuracy. You warrant that the information you provide on registration is accurate and kept up to date, and that the person registering is of legal age and authorised to bind the Tenant. EXOR may rely on the information you provide, including for billing, notices, and compliance. 5.8. Communications. You agree to receive service, transactional and account communications by email (including Plan-change and billing notices). These are distinct from marketing communications, which are subject to separate consent.
6. Resource Abuse and Termination for Cause
6.1. The Service operates on shared infrastructure. Fair and reasonable resource usage is required. 6.2. Where EXOR identifies that a Tenant is abusing the Service — including but not limited to excessive or abnormal resource consumption, circumvention of allocations, activity that degrades the Service for other Tenants, or use that is inconsistent with our operating principles or these Terms — EXOR may suspend or terminate the Tenant's access. 6.3. In cases of serious or deliberate abuse, or where necessary to protect the Service or other Tenants, such suspension or termination may occur immediately and without prior notice, and without refund of Fees paid.
6.4. Where reasonably practicable and where the issue is not serious, we will give you notice and an opportunity to remedy before terminating.
7. Tenant Data, Backups and Data Loss
7.1. As between the parties, you retain all ownership of your Tenant Data. You grant us the limited licence necessary to host, process and display it for the purpose of providing the Service. 7.2. Backups. We perform regular backups of our servers as part of good operational practice. However, backups are provided as a courtesy and not as a guaranteed service. You remain responsible for maintaining your own copies of any Tenant Data important to you. 7.3. Data-loss limitation. To the maximum extent permitted by law, EXOR shall not be liable for any loss, corruption, or unavailability of Tenant Data, howsoever caused. We do not warrant that backups will be complete, current, or recoverable in any given case. 7.4. On termination, we will make Tenant Data available for export in CSV format on a commercially reasonable-efforts basis for a period of [30] days, after which it may be permanently deleted. We are not obliged to provide data in any proprietary, bespoke, or alternative structure. 7.5. Retention and backups. Tenant Data deleted by you or on termination is removed from active systems, but may persist in routine backups until those backups age out on their normal cycle. A deletion request does not require EXOR to surgically purge historical backups. 7.6. Security. EXOR applies commercially reasonable technical and organisational security measures. However, no system is fully secure, and EXOR does not warrant that the Service is immune from unauthorised access, and this clause is subject to clauses 7.3 and 9.
8. Privacy and Data Protection
8.1. Server location. The Service and Tenant Data are hosted within the European Union, supporting compliance with EU data-protection requirements. EXOR may relocate hosting to another location within the European Union without this constituting a breach. 8.2. Personal data. We respect privacy. We do not collect specific personal user information beyond what is necessary to operate the Service and manage your account. Our processing of personal data is governed by our Privacy Policy and complies with the General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR") and applicable Maltese data-protection law (the Data Protection Act, Chapter 586 of the Laws of Malta). 8.3. Generic, operational and aggregated information. Much of the data within the Service is operational and non-personal by nature — including meeting metadata (room names, meeting titles, schedules, company names), advert and content data, Sensor Data, device telemetry, and proof-of-play logs. The Service does not record whether any individual attended a meeting, nor does it link meetings to identifiable persons. We collect, generate and process such operational, generic, aggregated and de-identified information to operate, maintain, secure, analyse and improve the Service and to develop new products and features. Because this information does not relate to identified or identifiable individuals, it falls outside the scope of personal-data protection. We may use and share such information (including with third parties such as infrastructure, analytics and support providers) for any lawful purpose. See also clause 8.9 (Rights in Aggregated and De-Identified Data).
8.4. Sensor and IoT data. The Service may collect Sensor Data from IoT Devices and from player/agent software connected to your displays (for example temperature, humidity, dust, and device-health readings). You agree that such Sensor Data may be transmitted to and collected by EXOR for the purposes of monitoring the health, performance, environment and integrity of units, providing support, and maintaining and improving the Service. Sensor Data is operational and environmental in nature and is not intended to contain personal data; you are responsible for not routing personal data through Sensor Data channels. 8.5. Audience and camera features. Where you enable optional audience-detection features, no images or video are stored or transmitted; only anonymous, aggregate metadata is processed on-device. You are responsible for displaying any required privacy notices at the point of capture and for the lawfulness of such processing in your jurisdiction. 8.6. Roles under GDPR. In respect of personal data you process through the Service, you are the Controller and EXOR is the Processor. A Data Processing Agreement (DPA) is incorporated by reference and available on request. ] 8.7. AI Act. Where the Service incorporates artificial-intelligence functionality, EXOR will operate such functionality in a manner consistent with its obligations under Regulation (EU) 2024/1689 (the "AI Act") as it comes into effect. Any AI-assisted features are provided to support the Service and do not make automated decisions producing legal or similarly significant effects on individuals without appropriate safeguards. 8.8. Model training and improvement. EXOR may use operational, aggregated and de-identified data (as described in clause 8.3), Sensor Data, and usage data to develop, train and improve algorithms, models and features, including audience-analytics and predictive features. Such use does not include personal data except where a lawful basis exists and appropriate safeguards are applied. 8.9. Rights in aggregated and de-identified data. All aggregated, de-identified, statistical and operational data that does not identify you or any individual is owned by EXOR. EXOR holds a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, analyse, publish and commercialise such data for any lawful purpose, including service improvement, benchmarking, research, and the development of new products. This right survives termination of the Agreement. 8.10. Benchmarking and statistics. EXOR may produce and publish aggregate statistics, benchmarks and industry insights derived from use of the Service (for example typical meeting-room utilisation or environmental trends), provided no individual Tenant or person is identifiable.
9. Limitation of Liability
9.1. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation. 9.2. Subject to clause 9.1, and to the maximum extent permitted by law, EXOR's total aggregate liability arising out of or in connection with the Service and these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid by the Tenant for the Plan in the twelve (12) months preceding the event giving rise to the claim (or, for annual plans, the value of the annual Plan Fee). For the Free Plan, where no Fees are paid, EXOR's liability is limited accordingly. 9.3. Subject to clause 9.1, EXOR shall not be liable for indirect, incidental, special, consequential or punitive damages, nor for loss of profits, revenue, business, goodwill, or anticipated savings, nor for loss or corruption of data (subject to clause 7). 9.4. The Service is provided "as is" and "as available". To the maximum extent permitted by law, we exclude all implied warranties, conditions and terms not expressly stated.
10. Errors, Faults and Indemnity
10.1. Errors. Software may contain errors, bugs or defects. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components. We will use commercially reasonable efforts to correct material errors reported to us, but assume no liability for errors save as required by law. 10.2. Tenant indemnity. You agree to indemnify and hold EXOR harmless against claims, losses and costs arising from your content, your use of the Service in breach of these Terms, or your breach of any third-party rights or applicable law.
11. Confidentiality and Acceptable Use
11.1. Confidentiality. Each party may receive confidential information of the other (including EXOR's platform internals and pricing, and your business data). Each party will protect the other's confidential information with reasonable care, use it only to perform under these Terms, and not disclose it except to those who need it and are bound by equivalent obligations, or as required by law. 11.2. Acceptable Use Policy. Your use is subject to EXOR's Acceptable Use Policy (AUP), incorporated by reference, which EXOR may update to address new or emerging misuse. The current AUP is available at /legal/terms. 11.3. API fair use (Enterprise). API access is available on the Enterprise Plan only. EXOR may impose rate limits and technical restrictions on the API. You must not use the API to circumvent Plan limits or allocations, to overload or degrade the Service, or in a manner inconsistent with these Terms or the AUP.
12. Consumers
12.1. If you are contracting as a consumer (rather than in the course of a business), you may have additional statutory rights under Maltese and EU consumer-protection law, including rights of withdrawal, which these Terms do not affect.
13. Suspension, Termination and Effects
13.1. You may cancel your subscription at any time; cancellation takes effect at the end of the current billing term. 13.2. We may terminate or suspend for cause under clause 6, for non-payment, or for material breach. 13.3. On termination: your access ceases, the data-export window in clause 7.4 applies, and any Fees owed become due. 13.4. Inactivity. Free accounts inactive for [12] months may be suspended or deleted after reasonable notice.
14. Intellectual Property, Data Carriage and Copyright
14.1. EXOR owns all intellectual property rights in the Service, including the APEX Pando platform, its software, and design. Nothing transfers those rights to you. 14.2. You retain rights in your Tenant Data and content. 14.3. Data carrier. EXOR acts as a data carrier and hosting provider in respect of Tenant Data and content. We do not monitor, pre-screen, or endorse the content you upload or display. Responsibility for the content, and for holding all necessary rights, licences and permissions (including copyright), rests entirely with you. 14.4. Copyright and third-party claims. You are solely responsible for ensuring your content does not infringe any third party's copyright or other rights. In the event of a copyright or infringement claim, and where lawfully required to do so, EXOR will forward the Tenant's identifying details to the competent local authorities upon a request made in accordance with applicable law. 14.5. Advertising content. [Activate before ad-booking launches] Where third parties place advertising content through the Service, the Tenant and the advertiser warrant they hold all necessary rights to that content and indemnify EXOR against related claims. EXOR may reject or remove advertising content at its discretion. 14.6. Reseller / white-label. [Activate before white-label resale] Where a Tenant resells or provides the Service to its own customers under the white-label option, the Tenant is responsible for those sub-customers, must flow down terms no less protective than these, and EXOR has no direct liability to such sub-customers.
15. Force Majeure
15.1. Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages of third-party infrastructure, cyber-attacks, natural events, or governmental action.
16. Third-Party Services, Beta Features and Additional Protections
16.1. Third-party services and integrations. The Service may integrate with third-party services and hardware (for example POS/Micros systems, payment providers, messaging brokers, and smart-power or sensor devices). EXOR does not control and is not responsible or liable for the availability, performance, security or acts of any third-party service, and your use of them may be subject to their own terms.
16.2. Subcontractors and sub-processors. EXOR may engage subcontractors, hosting providers, and sub-processors (for example infrastructure, storage, backup and payment providers) to deliver the Service, and may transmit data to them as necessary for that purpose. EXOR remains responsible for the Service under these Terms.
16.3. Beta and preview features. Features designated as beta, preview, trial or early-access are provided "as is", without warranty or service commitment, and may be changed, limited or withdrawn at any time without liability.
16.4. No high-risk or life-safety reliance. The Service is a digital signage platform and is not designed, certified or intended for use as an emergency, safety-critical or life-safety system. You must not rely on the Service where failure could lead to death, personal injury, or serious property or environmental damage.
16.5. Suspension for legal or security risk. In addition to clause 6, EXOR may suspend or restrict the Service immediately where it reasonably believes continued provision creates a legal, security, or safety risk, is required by law or court order, or is necessary to protect the Service, EXOR, or other Tenants.
16.6. Feedback. Any feedback, suggestions or ideas you provide about the Service may be used by EXOR freely and without restriction or compensation, and EXOR owns all rights in any improvements derived from them.
16.7. Export control and sanctions. You represent that you are not located in, or acting on behalf of any party in, a country or list subject to applicable trade sanctions or export restrictions, and that you will not use the Service in breach of such laws.
16.8. No competitive use or benchmarking. You may not use the Service to build a competing product, nor publish performance benchmarks or comparisons of the Service, without EXOR's prior written consent.
16.9. Publicity. EXOR may identify you as a customer and use your name and logo in marketing materials. For named brands or where you notify us in writing, such use requires your prior consent.
16.10. Time limit on claims. Any claim arising out of or relating to the Service or these Terms must be brought within twelve (12) months of the event giving rise to it, failing which it is waived to the extent permitted by law. Multiple claims arising from related facts count as a single claim for the purposes of the liability cap in clause 9.
16.11. No partnership or agency. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
16.12. No third-party rights. No person other than the parties has any right to enforce these Terms.
16.13. Anti-bribery and lawful conduct. Each party will comply with applicable anti-bribery, anti-corruption and other applicable laws in connection with the Service.
16.14. Survival. Clauses relating to fees owed, intellectual property, data-carriage and copyright, rights in aggregated and de-identified data (8.9), confidentiality, limitation of liability, indemnity, and any provision that by its nature should survive, continue in effect after termination.
17. Dispute Resolution
17.1. Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through negotiation between senior representatives, and may agree to mediation. 17.2. This clause does not prevent either party from seeking urgent injunctive or interim relief.
18. Notices
18.1. Notices must be given in writing. Notices to you are validly given by email to your registered account address and are deemed received on the next business day. Notices to EXOR must be sent to duncan.dimech@exogroup.com.
19. Governing Law and Jurisdiction
19.1. These Terms are governed by the laws of Malta. 19.2. The courts of Malta shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, subject to any mandatory consumer rights to bring proceedings in the consumer's place of domicile.
20. General
20.1. If any provision is held unenforceable, the remainder continues in effect and the unenforceable provision is modified to the minimum extent necessary. 20.2. Entire agreement and precedence. These Terms, together with the Privacy Policy, DPA, Acceptable Use Policy, and any Enterprise order, constitute the entire agreement. In the event of conflict, the order of precedence is: (1) the Enterprise order, (2) the DPA, (3) these Terms, (4) the Privacy Policy and AUP. 20.3. Amendments. Except for changes made under clause 2.4, variations to these Terms are only valid if made in writing. No oral or informal statement varies these Terms. 20.4. Our failure to enforce a right is not a waiver of it. 20.5. You may not assign these Terms without our consent; we may assign them to a successor of our business. 20.6. Insolvency. Either party may terminate immediately if the other becomes insolvent, enters liquidation or administration, or ceases to carry on business. 20.7. Currency. All Fees are stated and payable in Euro (EUR); you bear any currency-conversion costs. 20.8. Language. The governing language of these Terms is English; any translation is for convenience only and the English version prevails.
Acceptance: ☐ I have read and agree to the APEX Pando Terms and Conditions and Privacy Policy.