Terms &
Conditions
Last Updated: 29 November 2025
Last Updated: 29 November 2025
These Terms and Conditions (the "Agreement" or "Terms") constitute a legally binding agreement between you (the "User," "you," or "your") and Imperius Ltd, a company incorporated in England and Wales (collectively, "Imperius," "we," "us," or "our"), governing your access to and use of the Imperius platform, including all associated websites, mobile applications, software, services, and AI-powered features (collectively, the "Service" or "Platform").
By creating an account, accessing, or using any part of our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and all applicable laws and regulations. If you do not agree to these Terms in their entirety, you must immediately cease all use of the Service.
If you are accessing or using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and "you" and "your" shall refer to such entity.
Imperius provides an AI-powered sales automation platform featuring Sania AI, an autonomous sales assistant that enables users to discover prospects from a database of over 700 million professional profiles, create and manage email campaigns, automate multi-channel outreach sequences, manage contacts, and access various sales and recruiting tools (the "Service").
The Service includes, but is not limited to:
We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, and without liability to you.
3.1 Eligibility: You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use the Service. By using the Service, you represent and warrant that you meet these requirements.
3.2 Account Creation: To access certain features of the Service, you must create an account by providing accurate, current, and complete information. You agree to promptly update your account information to maintain its accuracy.
3.3 Account Security: You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other security breach. We shall not be liable for any loss or damage arising from your failure to comply with these security obligations.
3.4 Account Termination: We reserve the right to suspend or terminate your account at any time, with or without cause or notice, including if we reasonably believe you have violated these Terms or engaged in fraudulent, illegal, or harmful conduct.
4.1 Subscription Tiers: Imperius offers multiple subscription plans, including:
4.2 Payment Terms: All subscription fees are payable in advance on a monthly or annual basis as selected during subscription. Payment must be received by the due date specified in your account. We accept payments via credit card, debit card, or other payment methods we may make available.
4.3 Price Changes: We reserve the right to modify our pricing at any time. Price changes will not affect your current subscription period but will apply upon renewal. We will provide you with at least 30 days' advance notice of any price changes.
4.4 Taxes: All fees are exclusive of applicable taxes, levies, or duties (including VAT, sales tax, or similar), which you are responsible for paying. We will add such taxes to your invoice where required by law.
4.5 No Refunds: All subscription fees are non-refundable except as expressly provided in these Terms or as required by applicable law. No refunds or credits will be provided for partial months of service, upgrade/downgrade refunds, or refunds for periods in which you did not use the Service.
4.6 Late Payment: If payment is not received by the due date, we reserve the right to suspend or terminate your access to the Service immediately without notice. You agree to pay all reasonable costs of collection, including attorney fees, incurred by us in collecting overdue amounts.
5.1 Nature of AI Services: Sania AI and other AI-powered features of our Service utilize machine learning, natural language processing, and other artificial intelligence technologies to generate content, provide recommendations, and automate processes. You acknowledge and agree that:
5.2 User Responsibility: You are solely responsible for:
5.3 No Warranty on AI Outputs: WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY AI-GENERATED CONTENT OR RECOMMENDATIONS. USE OF AI FEATURES IS AT YOUR SOLE RISK.
5.4 Training and Learning: You acknowledge and agree that we may use aggregated, anonymized data derived from your use of the Service to improve, train, and enhance our AI models and Service functionality, subject to our Privacy Policy.
6.1 Prohibited Activities: You agree not to:
6.2 Compliance with Laws: You are solely responsible for ensuring that your use of the Service complies with all applicable laws, regulations, and industry standards, including but not limited to:
6.3 Content Standards: All content you create, upload, or transmit through the Service must comply with applicable laws and must not contain material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
6.4 Enforcement: We reserve the right to investigate and take appropriate action against anyone who violates this Acceptable Use Policy, including removing or disabling access to content, suspending or terminating accounts, and reporting violations to law enforcement authorities.
7.1 Data Controller and Processor: For the personal data you provide to us about yourself, we act as a data controller. For personal data about prospects, candidates, or contacts that you upload or collect using the Service, you act as the data controller and we act as a data processor on your behalf.
7.2 Your Obligations as Data Controller: As a data controller, you represent and warrant that:
7.3 Data Processing Agreement: Our processing of personal data on your behalf is governed by our Data Processing Agreement (DPA), which forms part of these Terms. By using the Service, you agree to the terms of our DPA.
7.4 Data Location: Our servers and databases are located in secure data centers within the European Economic Area and the United Kingdom, ensuring compliance with applicable data protection regulations. We may transfer data to trusted third-party service providers who assist in operating the Service, provided they maintain adequate data protection standards.
7.5 Data Security: We implement industry-standard security measures to protect your data, including encryption, access controls, regular security audits, and monitoring. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security.
7.6 Privacy Policy: Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices.
8.1 Our Intellectual Property: The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, design, selection, arrangement, and AI models) are owned by Imperius, its licensors, or other providers of such material and are protected by United Kingdom and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
8.2 Limited License: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes. This license does not include any right to:
8.3 User Content: You retain all ownership rights in content you create, upload, or transmit through the Service ("User Content"). By using the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, modify, distribute, and display your User Content solely for the purpose of providing and improving the Service.
8.4 AI-Generated Content: As between you and Imperius, you own the AI-generated content produced using the Service, subject to our underlying intellectual property rights in the AI models and systems. You are responsible for ensuring that your use of AI-generated content does not infringe third-party intellectual property rights.
8.5 Feedback: If you provide us with any feedback, suggestions, or ideas about the Service ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into our products and services without any obligation to you.
8.6 Trademarks: Imperius, SANIA AI, and all related logos, product names, and service names are trademarks of Imperius Ltd. You may not use these trademarks without our prior written permission.
9.1 Third-Party Services: The Service may integrate with or contain links to third-party services, applications, or websites (collectively, "Third-Party Services"). Your use of Third-Party Services is subject to their respective terms and conditions and privacy policies.
9.2 No Endorsement: We do not endorse, warrant, or assume responsibility for any Third-Party Services. We are not liable for any damage or loss caused by your use of or reliance on any Third-Party Services.
9.3 Data Sharing: When you connect Third-Party Services to our Platform, you authorize us to access and process data from those services as necessary to provide the Service. You are responsible for ensuring you have the right to share such data with us.
10.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.
10.2 WE DO NOT WARRANT THAT:
10.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
10.4 AI DISCLAIMER: WE SPECIFICALLY DISCLAIM ALL WARRANTIES RELATED TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR APPROPRIATENESS OF AI-GENERATED CONTENT. AI OUTPUTS MAY CONTAIN ERRORS, BIASES, OR INAPPROPRIATE CONTENT. YOU ACKNOWLEDGE THAT USE OF AI FEATURES IS AT YOUR SOLE RISK.
10.5 Prospect Data: While we strive to maintain accurate prospect data in our database, we make no warranties regarding the accuracy, completeness, or currency of such data. Contact information may be outdated, incorrect, or incomplete.
11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Imperius, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) £100 (ONE HUNDRED POUNDS STERLING).
11.3 THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
11.5 AI-Related Claims: We specifically disclaim liability for any damages arising from: (a) errors, inaccuracies, or inappropriate content in AI-generated materials; (b) decisions made based on AI recommendations; (c) campaigns or outreach conducted using AI features; or (d) any consequences of automated actions taken by the Service.
You agree to indemnify, defend, and hold harmless Imperius, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:
We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims. You may not settle any claim without our prior written consent.
13.1 Term: These Terms commence when you first access the Service and continue until terminated in accordance with this Section.
13.2 Termination by You: You may terminate your subscription at any time by providing notice through your account settings or by contacting our support team. For the Prospection Suite plan, you must provide at least 30 days' advance notice prior to your next billing date. Termination will be effective at the end of your current paid subscription period.
13.3 Termination by Us: We may suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason, including if:
13.4 Effect of Termination: Upon termination:
13.5 Data Retrieval: You are responsible for exporting any User Content or data you wish to retain prior to termination. After the 30-day period, we have no obligation to maintain or provide any data, and all data may be permanently deleted.
14.1 Informal Resolution: In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Service, you agree to first contact us at [email protected] to attempt to resolve the dispute informally. We will attempt to resolve the dispute through good faith negotiations for a period of 30 days.
14.2 Binding Arbitration: If the dispute cannot be resolved informally, you agree that all disputes, claims, or controversies shall be finally resolved by binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with its Arbitration Rules.
14.3 Arbitration Rules:
14.4 Class Action Waiver: YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN YOU AND US INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW, (A) NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.
14.5 Exceptions: Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.
15.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
15.2 Jurisdiction: Subject to the arbitration provisions in Section 14, the courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of or relating to these Terms or the Service.
15.3 Changes to Terms: We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Service after such changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.
15.4 Force Majeure: We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
15.5 Assignment: You may not assign or transfer these Terms or your rights and obligations hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.
15.6 No Waiver: No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
15.7 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.
15.8 Entire Agreement: These Terms, together with our Privacy Policy and any other legal notices or policies published by us on the Service, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us.
15.9 Relationship: Nothing in these Terms creates any agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship between you and us.
15.10 Third-Party Beneficiaries: There are no third-party beneficiaries to these Terms. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.
15.11 Export Compliance: You represent and warrant that you are not located in a country that is subject to a UK or EU government embargo, or that has been designated by the UK or EU government as a "terrorist supporting" country, and that you are not listed on any UK or EU government list of prohibited or restricted parties.
15.12 Notices: All notices under these Terms shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; or one day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices to you may be sent to the email address associated with your account.
If you have any questions, concerns, or complaints regarding these Terms or the Service, please contact us at:
By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.