Terms and Conditions
Aptus IQ Limited — Master SaaS Services Agreement
These terms, together with the Data Processing Agreement below, form the agreement between Aptus IQ Limited and the funeral firm subscribing to Memaura Studio.
1. About us and this agreement
1.1. Company details. Aptus IQ Limited ("we", "us", "our" or the "Company") is a private limited company incorporated in England and Wales under company number 17406473. Registered office details are available on the public register at Companies House. We develop, own and operate the proprietary digital design architecture known as the Aptus IQ Engine, and the customer-facing bereavement stationery platform known as Memaura Studio.
1.2. The Customer. "Customer", "you" or "your" means the commercial funeral firm, business, company, partnership or sole trader subscribing to and using our services.
1.3. Accepting this agreement. Your account is created either by us or by you, through the sign-up page on our website. Before any access to Memaura Studio is given, a person acting for you must accept these Terms and Conditions and the Data Processing Agreement ("DPA") — on the sign-up page, or, for an account we create, on the agreement screen shown at first sign-in — giving their name, position and email address. By doing so that person confirms that they have the authority to bind the Customer, and the Customer agrees to be legally bound by this agreement. We keep a record of each acceptance.
1.4. Your access code. Your access code is shared by the people at your firm who use Memaura Studio. You must keep it confidential. If you believe it has been disclosed, issue a new one from your account (Firm details), or ask us to; on the Multi-Branch plan, your head office can also issue new codes for your branches. You are responsible for everything done using your access code.
2. The service and licence
2.1. Subscription grant. Subject to payment of the applicable subscription fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use Memaura Studio solely for your internal business operations, across the number of branch locations your plan allows: Single Branch and Single Branch (White Label) plans allow one branch location; the Multi-Branch plan allows up to five, of which two are included in its price (see clause 5.11).
2.2. White label. If your plan includes white-label functionality, we grant you the right to display the client-facing arrangement interface and the links you send to families under your firm's branding, without Memaura Studio attribution.
2.3. Your stationery. We grant you a perpetual, royalty-free, non-exclusive licence to reproduce, print, distribute and publish the stationery you export from Memaura Studio for the families you serve, including the template designs as they appear in that stationery. This licence continues after your subscription ends.
2.4. Restrictions. You shall not: (a) sub-license, sell, lease or commercially distribute access to the platform; (b) reverse-engineer, decompile or extract the source code, rendering algorithms or template architecture of the Aptus IQ Engine; (c) use the platform to build a competing software service; or (d) resell or redistribute the template designs other than as stationery made for the families you serve.
3. Pre-press output and printing disclaimer
3.1. Export functionality. Memaura Studio generates print-ready PDF files formatted to standard commercial print specifications, including CMYK colour conversion, 3mm bleed margins and crop marks.
3.2. Your proofing responsibility. You are solely responsible for thoroughly checking and verifying all text, spelling, dates, typography, image placement and visual layout before submitting files to a printer or releasing them to a family. This includes wording and photographs entered by families through the links you send them. For the avoidance of doubt, Memaura Studio does not perform automated spelling, grammar, or factual verification checks on text entered into the platform.
3.3. Third-party printing. We provide software design tools and do not physically print stationery. We accept no liability for physical printing errors, colour variances, paper stock issues, trimming errors, delivery delays or financial losses arising from your chosen commercial, local or in-house print operations.
4. Service availability and data backups
4.1. Availability target. We use commercially reasonable endeavours to maintain 99.5% service availability, excluding scheduled maintenance.
4.2. Backups. We maintain automated platform-wide backups strictly for disaster recovery and platform continuity. We do not provide bespoke data-recovery services for individual accounts. You are solely responsible for downloading, verifying and keeping your own copies of your finalised PDF exports and records.
5. Fees, billing and cancellation
5.1. Subscription fees. Fees are billed in advance on a recurring monthly (or, where offered, annual) basis through our payment processor, Stripe, by card or Direct Debit.
5.2. VAT. Our prices are stated exclusive of VAT. We are not currently registered for VAT; if we become registered, VAT will be added to your invoices at the applicable rate from that date.
5.3. Free trials. Where your plan includes a free trial, your payment details are taken when you subscribe and your first payment is taken automatically when the trial ends, unless you cancel before then.
5.4. Promotional pricing. Any discount we agree with you, or promotion code you apply when subscribing, applies for the period stated, after which the standard price for your plan applies automatically.
5.5. Price adjustments. We may change our subscription rates by giving you at least 30 days' written notice.
5.6. Cancellation. You may cancel your subscription at any time from your account (Firm details, then Manage billing). Cancellation takes effect at the end of your current paid billing period. No partial refunds are given for unused parts of a billing period.
5.7. Non-payment. If a payment fails, our payment processor will retry it over a period of about two weeks. If payment is not made by the end of that period, your subscription ends on that date.
5.8. When your subscription ends. Your subscription ends at the end of the paid billing period in which you cancel, or on the date given in clause 5.7. From that date:
(a) for thirty (30) days you will have read-only access to view your saved families and download their print files. You will not be able to start new arrangements, edit existing ones, or send new links to families. Links you have already sent continue to work;
(b) after thirty (30) days, your access is limited to subscribing again and downloading your families' print files;
(c) ninety (90) days after that date, all of your firm's data — your saved families and their records, uploaded materials, the links sent to families, invitations and memory books, and your firm's settings and branding — is permanently and irreversibly deleted from our live systems, and from our backups as they expire in accordance with the Data Processing Agreement.
We will email you when your cancellation is confirmed, and again 30 days and 7 days before the deletion. If you subscribe again before the deletion, your data is kept as it was.
5.9. Records we must keep. After deletion we keep only what the law requires or what we need to evidence this agreement: invoices and payment records (held for six years), and the record of who accepted these terms on your behalf and when.
5.10. Changing your plan. You may change your plan from your account (Firm details). A move to a plan with a higher price takes effect immediately, and the difference for the rest of your current billing period is calculated pro rata and charged at the time of the change. A move to a plan with a lower price takes effect at the end of your current paid billing period: you keep the features of your current plan until then, and no refund is given for the current period. You may move from the Multi-Branch plan to a single-branch plan only once one branch location remains active; the families and records of branch locations you have switched off are kept, and the links they have sent to families continue to work.
5.11. Extra branch locations. The Multi-Branch price includes two active branch locations, your head office among them. Each further active branch location is charged at the monthly rate shown in your account (Firm details) when you add it. A branch location you add or switch on is charged from that day: the part of your current billing period that remains is calculated pro rata and added to your next invoice. A branch location you switch off is no longer charged from the start of your next billing period; no refund is given for the current period.
6. Intellectual property rights
6.1. Our intellectual property. Aptus IQ Limited owns and retains all intellectual property rights in Memaura Studio, the Aptus IQ Engine, its source code, user interface and experience design, template designs and trade marks, subject only to the licences granted in clause 2.
6.2. Your content. You retain full ownership of your firm's logos and trade marks, and of all text and photographs uploaded on behalf of bereaved families (subject to the rights of the families and photographers concerned). You grant us a limited, worldwide licence to host, back up, render and transmit this content solely for the purpose of providing the service to you.
6.3. Your warranty. You warrant that you have the right to upload and use the content you, your staff and the families you invite add to Memaura Studio, and you will indemnify us against claims by third parties that such content infringes their rights.
7. Limitation of liability
7.1. Unlimited liability. Nothing in this agreement excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited under the laws of England and Wales.
7.2. Consequential loss. Subject to clause 7.1, Aptus IQ Limited, its directors, employees and affiliates shall not be liable to you, whether in contract, tort (including negligence) or otherwise, for any loss of profit, loss of business, loss of goodwill, reputational damage, or any indirect or consequential loss, including claims brought against you by bereaved families or other third parties.
7.3. Liability cap. Subject to clause 7.1, our total aggregate liability arising under or in connection with this agreement is limited to the total subscription fees actually paid by you to Aptus IQ Limited in the twelve (12) months immediately preceding the event giving rise to the claim.
8. Suspension and termination
8.1. We may suspend or end your access immediately by written notice if you materially breach this agreement and, where the breach can be remedied, fail to remedy it within 14 days of our notice; or if you become insolvent or cease to trade.
8.2. Clauses 2.3, 5.8, 5.9, 6, 7, 10 and 11, and the Data Processing Agreement, continue after this agreement ends.
9. Changes to these terms
We may update these terms. We will tell you of any material change by email at least 30 days before it takes effect, and you will be asked to accept the new version when you next sign in. Each version we have published remains available on our website.
10. Notices
Notices under this agreement will be sent by email: to you, at the email address given when these terms were accepted and the billing email held by our payment processor; and to us, at contact@memaurastudio.co.uk.
11. General
11.1. Entire agreement. This agreement, including the Data Processing Agreement, is the entire agreement between us about its subject matter.
11.2. Assignment. You may not assign or transfer your rights under this agreement without our written consent. We may assign this agreement to a successor to our business.
11.3. Events outside our control. We are not liable for any delay or failure caused by events beyond our reasonable control.
11.4. Third parties. No one other than you and us has any right to enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
11.5. Governing law and jurisdiction. This agreement and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Data Processing Agreement
Data Processing Addendum under the UK GDPR and the Data Protection Act 2018
Between the Customer, acting as data controller, and Aptus IQ Limited, acting as data processor. This DPA forms part of the Terms and Conditions above and takes precedence over them on any matter of data protection.
1. Definitions
1.1. "Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (PECR), and all other applicable privacy laws in the United Kingdom.
1.2. "Personal Data", "Data Subject", "Controller", "Processor", "Processing" and "Personal Data Breach" have the meanings given in the UK GDPR.
2. Scope and details of processing
- Subject matter: the provision of digital memorial design, arrangement-room proofing and stationery automation services through Memaura Studio.
- Duration: for the Customer's subscription and the retention period in clause 3.8.
- Nature and purpose: hosting, rendering, storing and transmitting text, photographs, video and contact details to produce printed and digital memorial stationery, collect wording and approvals from families, and host invitations and memory books.
- Categories of data subjects: bereaved family members; ceremony guests (invitation and reply lists); people who contribute messages, photographs or video to memory books; and deceased individuals, where associated with identifiable living family members.
- Types of personal data: names; dates of birth and death; family relationships; biographical text; personal photographs and video; messages of remembrance; email addresses; telephone numbers; event and venue details; and guest attendance.
3. Processor obligations
Aptus IQ Limited shall:
3.1. Documented instructions. Process Personal Data only on the Customer's documented instructions — which include the Customer's use of the platform, the actions of family members the Customer invites, and this DPA — unless required to do otherwise by law, in which case we will tell the Customer first unless the law prevents it. We will tell the Customer if we believe an instruction infringes Data Protection Legislation.
3.2. Confidentiality. Ensure that everyone authorised to process Personal Data is bound by an appropriate obligation of confidentiality.
3.3. Security. Implement and maintain appropriate technical and organisational measures, including HTTPS encryption in transit, encryption of stored Personal Data at rest, restricted administrative access, separation of each customer's data, and ongoing monitoring and patching of vulnerabilities.
3.4. Sub-processors. The Customer gives general authorisation for us to engage sub-processors. Our current sub-processors of Customer Personal Data are:
- Hostinger International Ltd — server hosting and backups, from its data centre in Manchester, United Kingdom.
We will give the Customer at least 30 days' notice by email of any intended addition or replacement, during which the Customer may object; if we cannot reasonably accommodate the objection, the Customer may end its subscription. Each sub-processor is bound by data protection obligations no less protective than this DPA, and we remain responsible for their performance.
3.5. International transfers. We will not transfer Customer Personal Data outside the United Kingdom unless the transfer is to a country with UK adequacy regulations or is protected by appropriate safeguards under Data Protection Legislation.
3.6. Assistance. Taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures in responding to requests from Data Subjects exercising their rights, and in meeting its obligations on security, breach notification, data protection impact assessments and prior consultation.
3.7. Personal Data Breach. Notify the Customer without undue delay, and in any event within 48 hours, after becoming aware of a Personal Data Breach affecting Customer Personal Data, with the information the Customer reasonably needs to meet its own obligations.
3.8. Return and deletion. At the end of the Customer's subscription:
(a) the Customer has thirty (30) days of read-only access, and until deletion the ability to download its families' print files, which is how Personal Data is returned to the Customer;
(b) ninety (90) days after the subscription ends, all Customer Personal Data is securely and permanently deleted from our live systems, and is removed from our backups as they expire, within a further thirty (30) days — unless United Kingdom law requires us to keep it.
3.9. Retention during the subscription. On the Customer's instruction, which the Customer gives by using these features: links sent to families close sixty (60) days after they are opened; memory books take contributions for thirty (30) days, or as long as the family chooses, and are taken down one year after that unless extended, with the family's keepsake copy kept for a further thirty (30) days; and the Customer may delete any saved family at any time.
3.10. Demonstrating compliance. Make available to the Customer the information reasonably necessary to demonstrate compliance with this DPA, and allow for and contribute to audits, including inspections, by the Customer or an auditor it appoints, on reasonable notice and no more than once a year unless a Personal Data Breach has occurred.
4. Controller obligations
4.1. Lawful basis. The Customer warrants that it has a lawful basis for the Personal Data it processes through Memaura Studio, and that it has given appropriate privacy information to the family members and others whose details it enters or who it invites through a link, before doing so.
4.2. Instructions. The Customer is responsible for the lawfulness of its instructions and of the content it, its staff and the families it invites add to Memaura Studio.