These Terms of Service (“Terms”) govern your access to and use of semitro.com (the “Site”) and any services offered through it (the “Services”). By accessing the Site or using the Services, you agree to be bound by these Terms. If you do not agree, please do not use the Site or Services.
These Terms constitute a legally binding agreement between you (“you” or “the Client”) and Miller Capital Ltd (trading as Semitro), a company registered in England and Wales (“Semitro”, “we”, “us”, or “our”).
Semitro provides business analytics and tracking services, including but not limited to: installation and configuration of visitor tracking scripts on client websites, collection and analysis of visitor session data, attribution reporting, and access to analytics dashboards and insights tools.
The specific scope of Services provided to you will be set out in a separate service agreement, statement of work, or data processing agreement signed between you and Miller Capital Ltd. These Terms apply in addition to any such agreements and, in the event of a conflict, the specific service agreement will take precedence.
Semitro reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice where practicable.
You must be at least 18 years of age and have the legal capacity to enter into a binding contract under the laws of England and Wales. By using the Services, you represent and warrant that you meet these requirements.
If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to “you” in these Terms include both you personally and that entity.
The Services are intended for business users (B2B). They are not directed at or intended for use by consumers acting in a personal capacity.
Some areas of the Site and Services may require you to create an account or be granted access credentials. You are responsible for maintaining the confidentiality of any credentials provided to you and for all activities that occur under your account. You agree to notify us immediately at luke@semitro.com if you suspect any unauthorised access to or use of your account.
We reserve the right to suspend or terminate access to any account that we reasonably believe has been compromised, is being used in violation of these Terms, or poses a risk to the security or integrity of our systems.
You agree to use the Site and Services only for lawful purposes and in accordance with these Terms. You must not:
We reserve the right to investigate and take appropriate legal action against anyone who violates these provisions, including removing offending content, suspending access, and reporting to relevant authorities.
Your obligations as data controller. When Semitro analytics is installed on your website, you are the data controller for your visitors' personal data. This means you are responsible for: ensuring your privacy policy accurately discloses the use of Semitro and the data it collects; implementing a PECR-compliant cookie consent mechanism on your site before the Semitro script goes live; responding to data subject access and deletion requests from your own visitors; and ensuring you have a valid lawful basis for each type of processing.
Our role as data processor. When providing analytics services on your website, Miller Capital Ltd acts as a data processor on your behalf. Before any data processing begins, we will provide you with a Data Processing Agreement (DPA) as required by Article 28 of UK GDPR. You must sign and return this DPA before the Semitro script is deployed on your site. If you deploy the Semitro script without a signed DPA in place, you do so at your own legal risk.
Our own data collection. Our collection and use of data obtained through semitro.com itself is governed by our Privacy Policy.
Data security. We implement reasonable technical and organisational measures to protect personal data processed through our Services. However, no system is entirely secure. You are responsible for ensuring that any personal data you transmit to or through the Services is appropriate for processing in a cloud environment and that you have taken appropriate steps to protect it at source.
Data deletion. Upon termination of our engagement, or upon your written request, we will delete or return all personal data processed on your behalf within 30 days, in accordance with the terms of the applicable DPA.
If you are a Semitro client installing our script on your site: You must ensure your site has a PECR-compliant cookie consent mechanism in place before the Semitro snippet goes live. Under PECR, analytics cookies that are not strictly necessary cannot be placed without prior explicit consent. Legitimate interests is not a valid basis for cookie placement under PECR, this is a common misconception. If you are unsure whether your current cookie banner is compliant, contact us before deploying.
Our IP. The Site, its content, the Semitro tracking script, the dashboard software, and all associated intellectual property rights are owned by or licensed to Miller Capital Ltd. Nothing in these Terms transfers ownership of any intellectual property to you. You are granted a limited, non-exclusive, non-transferable, revocable licence to use the Services for the purpose for which they are provided.
Your data. You retain ownership of all data you provide to us and all data collected by Semitro from your website visitors on your behalf. By using the Services, you grant us a limited licence to process that data solely for the purpose of providing the Services to you.
Feedback. If you provide us with feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free licence to use, reproduce, modify, and incorporate that feedback into our products and services without any obligation to you.
Where Services are provided on a paid basis, the applicable fees will be set out in a separate service agreement. Unless otherwise agreed in writing:
For clients on a results guarantee: if we fail to deliver the agreed outcomes within the agreed timeframe, a full refund of fees paid will be issued. The specific terms of any guarantee will be set out in your service agreement.
THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MILLER CAPITAL LTD EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY DATA COLLECTED OR INSIGHTS PROVIDED WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
Nothing in these Terms shall affect the statutory rights of any consumer, but as noted in Section 02, these Services are intended for business users only.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
These limitations apply even if we have been advised of the possibility of such losses. Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.
Nothing in these Terms limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any liability that cannot be limited or excluded under applicable law.
You agree to indemnify, defend, and hold harmless Miller Capital Ltd and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Services in breach of these Terms; (b) your failure to comply with applicable data protection law, including deploying Semitro without a compliant privacy policy or consent mechanism; (c) your violation of any third-party rights; or (d) any content or data you provide to us.
The Site may contain links to third-party websites or services (for example, Calendly for meeting booking). These links are provided for convenience only. We have no control over the content, privacy practices, or policies of third-party sites, and we accept no responsibility for them. Accessing third-party links is at your own risk.
Either party may terminate the Services at any time by giving written notice to the other, subject to any minimum terms set out in a specific service agreement.
We may suspend or terminate your access to the Services immediately, without prior notice, if: you materially breach these Terms and (if the breach is remediable) fail to remedy it within 7 days of written notice; you become insolvent or enter administration or liquidation; or we are required to do so by law.
Upon termination: your right to access the Services ceases immediately; we will process any data deletion in accordance with Section 05 and the applicable DPA; accrued fees become immediately due and payable; and any provisions of these Terms that by their nature should survive termination will do so, including Sections 06, 08, 09, 10, 13, and 14.
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
Before commencing any formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by giving written notice of the dispute to the other party. The parties will attempt to resolve the dispute within 30 days of that notice. If the dispute is not resolved within that period, either party may pursue formal legal proceedings in accordance with Section 13.
Entire agreement. These Terms, together with our Privacy Policy and any applicable service agreement or DPA, constitute the entire agreement between you and us in relation to the Services, and supersede all prior agreements, representations, and understandings.
Severability. If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, or (if modification is not possible) severed, without affecting the enforceability of the remaining provisions.
No waiver. Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.
Assignment. You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any successor entity in connection with a merger, acquisition, or sale of substantially all of our assets.
Force majeure. Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, government action, or failure of third-party infrastructure.
Notices. Any notice to be given under these Terms must be in writing and sent to the other party by email (to us at luke@semitro.com; to you at the email address you provided on registration or in the applicable service agreement). Notices are deemed received on the next business day following sending, provided no delivery failure notification is received.
We may update these Terms from time to time. We will post the updated Terms on this page with a revised “Last updated” date. For material changes, we will provide at least 14 days' prior notice by posting a notice on the Site or by email. Your continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services before the effective date.
For any questions about these Terms or to serve formal legal notice: