This User Agreement creates a "software as a service" (SaaS) arrangement, providing for
the secure delivery of services to the user's terminal on a subscription basis over a
network from processors hosted remotely by the SaaS provider.
The Supplier has agreed to provide and the Customer has agreed to take and pay for
the Supplier's service subject to the terms and conditions of this Agreement.
Notice to Consumers
- If the Customer enters into the Agreement as a consumer, the Customer has a legal
right to change its mind about the Order by notifying the Supplier in writing and
receive a refund of what it has paid for it within 14 days of the Order. This right
shall not apply to digital products if the Customer started to download, stream or
- If the product is digital content, for example software or hosting, the Consumer
Rights Act 2015 says digital content must be as described, fit for purpose and of
- If the digital content is faulty, you're entitled to a repair or a replacement.
- If the fault can't be fixed, or if it hasn't been fixed within a reasonable time
and without significant inconvenience, the Customer may get some money back.
- The definitions and rules of interpretation in this clause apply in this Agreement.
- Authorised Users: those employees, agents and independent
contractors of the Customer who are authorised by the Customer to use
the Services, as further described in clause 2.2.
- Business Day: a day other than a Saturday, Sunday are open
for business. Except for specific holiday periods during festivities,
Christmas day and New Year's Eve.
- Confidential Information: information that is proprietary
or confidential and is either clearly labelled as such or identified
as Confidential Information in clause 11.5 or clause 11.6.
- Customer Data: the data inputted by the Customer, Authorised
Users, or the Supplier on the Customer's behalf for the purpose of
using the Services or facilitating the Customer's use of the Services.
- Effective Date: the date of this Agreement.
- Initial Subscription Term: the initial term of this Agreement
as set out in the Order.
- Order: the plan selected by the Customer at the time of
making the payment.
- Renewal Period: the period described in clause 14.1.
- Services: the subscription services provided by the Supplier
to the Customer under this Agreement via https://beholder.vision or any
other website notified to the Customer by the Supplier from time to time.
- Software: the online software applications provided by the
Supplier as part of the Services.
- Subscription Fees: the subscription fees payable by the
Customer to the Supplier for the User Subscriptions, as set out in the
Order and on the Supplier's Site.
- Subscription Term: has the meaning given in clause 14.1
(being the Initial Subscription Term together with any subsequent Renewal Periods).
- User Subscriptions: the user subscriptions purchased by
the Customer pursuant to clause 9.1 which entitle Authorised Users
to access and use the Services in accordance with this Agreement.
- Virus: any thing or device (including any software, code,
file or programme) which may: prevent, impair or otherwise adversely affect
the operation of any computer software, hardware or network, any telecommunications
service, equipment or network or any other service or device; prevent, impair
or otherwise adversely affect access to or the operation of any programme or
data, including the reliability of any programme or data (whether by rearranging,
altering or erasing the programme or data in whole or part or otherwise); or
adversely affect the user experience, including worms, trojan horses, viruses
and other similar things or devices.
- User subscriptions
- Subject to the Customer purchasing the User Subscriptions in accordance with this Agreement,
the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without
the right to grant sublicences, to permit the Authorised Users to use the Services during
the Subscription Term.
- In relation to the Authorised Users, the Customer undertakes that:
- the maximum number of Authorised Users that it authorises to access and use the
Services shall not exceed the number of User Subscriptions it has purchased from
time to time;
- it will not allow or suffer any User Subscription to be used by more than one
individual Authorised User;
- each Authorised User shall keep a secure password for their use of the Services
and shall keep their password confidential;
- it shall maintain a written, up to date list of current Authorised Users and provide
such list to the Supplier within 5 Business Days of the Supplier's written request
at any time or times; and
- If a password has been provided to any individual who is not an Authorised User,
then without prejudice to the Supplier's other rights, the Customer shall promptly
disable such passwords and if as a result the Customer has underpaid any Subscription
Fees, then the Customer shall pay to the Supplier an amount equal to such
- The Customer shall not access, store, distribute or transmit any Viruses, or any material
during the course of its use of the Services that:
and the Supplier reserves the right, without liability or prejudice to its other rights
to the Customer, to disable the Customer's access to any material that breaches the provisions
of this clause.
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or
racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation,
- is otherwise illegal or causes damage or injury to any person or property;
- The Customer shall not:
- except as may be allowed by any applicable law which is incapable of exclusion by
agreement between the parties and except to the extent expressly permitted under
- attempt to copy, modify, duplicate, create derivative works from, frame,
mirror, republish, download, display, transmit, or distribute all or any
portion of the Software in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer
or otherwise reduce to human-perceivable form all or any part of the
- access all or any part of the Services in order to build a product or service which
competes with the Services; or
- use the Services to provide services to third parties; or
- subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute,
display, disclose, or otherwise commercially exploit, or otherwise make the Services
available to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services, other
than as provided under this clause; or
- introduce or permit the introduction of, any Virus into the Supplier's network and
- The Customer shall use all reasonable endeavours to prevent any unauthorised access to,
or use of, the Services and, in the event of any such unauthorised access or use, promptly
notify the Supplier.
- The rights provided under this clause 2 are granted to the Customer only, and shall not be
considered granted to any subsidiary or holding company of the Customer.
- Additional user subscriptions
- If the Customer wishes to purchase additional User Subscriptions, the Customer shall
either complete an additional order or notify a member of the sales or support team.
- The Supplier shall, during the Subscription Term, provide the Services to the Customer
on and subject to the terms of this Agreement.
- The Customer acknowledges that a fundamental component of the Software is the use of
machine learning for the purpose of improving and providing its products and services.
Notwithstanding anything to the contrary, the Customer agrees that the Supplier is
hereby granted an indefinite right to use the Customer Data to train its algorithms
through machine learning techniques for such purpose.
- The Supplier shall use commercially reasonable endeavours to make the Services
available 24 hours a day, seven days a week, except for:
- planned maintenance, or
- unscheduled maintenance required to repair urgent matters, which can occur
during peak usage if the Supplier deems necessary.
- Data protection
available at: https://beholder.vision/docs/terms/current/privacy-policy.html
- Both Parties agree to adhere to their respective obligations under the Data Protection Act 2018.
- Third party providers
The Customer acknowledges that the Services may enable or assist it to access the website
content of, correspond with, and purchase products and services from, third parties via
third-party websites and that it does so solely at its own risk. The Supplier makes no
representation, warranty or commitment and shall have no liability or obligation
whatsoever in relation to the content or use of, or correspondence with, any such
third-party website, or any transactions completed, and any contract entered into by the
Customer, with any such third party. Any contract entered into and any transaction
completed via any third-party website is between the Customer and the relevant third party,
and not the Supplier. The Supplier recommends that the Customer refers to the third party's
website. The Supplier does not endorse or approve any third-party website nor the content
of any of the third-party website made available via the Services.
- Supplier's obligations
- The Supplier undertakes that the Services will be performed substantially in accordance with this Agreement, the information contained on the Site and with reasonable skill and care.
- The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
- The Supplier:
- does not warrant that:
- the Customer's use of the Services will be uninterrupted or error-free; or
- that the Services, and/or the information obtained by the Customer through
the Services will meet the Customer's requirements; or
- the Software or the Services will be free from vulnerabilities or Viruses.
- is not responsible for any delays, delivery failures, or any other loss or damage
resulting from the transfer of data over communications networks and facilities,
including the internet, and the Customer acknowledges that the Services may be subject
to limitations, delays and other problems inherent in the use of such communications
- The Supplier warrants that it has and will maintain all necessary licences, consents,
and permissions necessary for the performance of its obligations under this Agreement.
- Customer's obligations
- The Customer shall:
- provide the Supplier with:
in order to provide the Services, including but not limited to Customer Data,
security access information and configuration services;
- all necessary co-operation in relation to this Agreement; and
- all necessary access to such information as may be required by the Supplier;
- without affecting its other obligations under this Agreement, comply with all
applicable laws and regulations with respect to its activities under this Agreement;
- carry out all other Customer responsibilities set out in this Agreement in a timely and
efficient manner. In the event of any delays in the Customer's provision of such
assistance as agreed by the parties, the Supplier may adjust any agreed timetable or
delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Services in accordance with the terms and
conditions of this Agreement and shall be responsible for any Authorised User's breach
of this Agreement;
- obtain and shall maintain all necessary licences, consents, and permissions necessary
for the Supplier, its contractors and agents to perform their obligations under this
Agreement, including without limitation the Services;
- ensure that the Customer does not have multiple accounts in place;
- ensure that its network and systems comply with the relevant specifications provided
by the Supplier from time to time; and
- be, to the extent permitted by law and except as otherwise expressly provided in this
Agreement, solely responsible for procuring, maintaining and securing its network
connections and telecommunications links from its systems to the Supplier's data
centres, and all problems, conditions, delays, delivery failures and all other loss
or damage arising from or relating to the Customer's network connections or
telecommunications links or caused by the internet.
- Charges and payment
- The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions
in accordance with the plan selected in the Order.
- The Customer shall on the Effective Date provide to the Supplier, or its selected payment
processing provider (“Provider”) valid, up-to-date and complete credit card details and
any other relevant valid, up-to-date and complete contact and billing details and the
Customer hereby authorises the Supplier or the Provider to bill such credit card:
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable
in respect of the next Renewal Period.
- If the Supplier has not received payment within 7 days after the due date, and without prejudice
to any other rights and remedies of the Supplier, the Supplier may, without liability to the
Customer, disable the Customer's password, account and access to all or part of the Services
and the Supplier shall be under no obligation to provide any or all of the Services while the
invoice(s) concerned remain unpaid.
- All amounts and fees stated or referred to in this Agreement:
- shall be payable in pounds sterling;
- are, subject to clause 13.3(b), non-cancellable and non-refundable;
- are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
- The Supplier shall be entitled to increase the Subscription Fees at the start of each Renewal Period.
- Optional services, such as extra capacity, are available on the Services (any such services, an "Upgrade").
By selecting an Upgrade, you agree to pay the Supplier the monthly or annual subscription fees indicated
for that service in accordance with the Site. Payments will be charged on a pre-pay basis on the day
you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription
period as indicated. Upgrade fees are not refundable.
- Proprietary rights
- The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual
property rights in the Services. Except as expressly stated herein, this Agreement does not grant
the Customer any rights to, under or in, any patents, copyright, database right, trade secrets,
trade names, trademarks (whether registered or unregistered), or any other rights or licences in
respect of the Services.
- The Supplier confirms that it has all the rights in relation to the Services that are necessary
to grant all the rights it purports to grant under, and in accordance with, the terms of this
- The Customer hereby grants to the Supplier a non-exclusive licence to copy, reproduce, store,
distribute, publish, export, adapt, edit and translate the Customer Data to the extent
reasonably required for the performance of the Provider's obligations and the exercise of
the Provider's rights under the Agreement. The Customer also grants to the Provider the right
to sub-license these rights to its hosting, connectivity and telecommunications service
providers, subject to any express restrictions elsewhere in the Agreement.
- Confidentiality and compliance with policies
- Each party may be given access to Confidential Information from the other party in order
to perform its obligations under this Agreement. A party's Confidential Information shall
not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction
on disclosure; or
- is independently developed by the receiving party, which independent development can
be shown by written evidence.
- Subject to clause 11.4, each party shall hold the other's Confidential Information in
confidence and not make the other's Confidential Information available to any third party,
or use the other's Confidential Information for any purpose other than the implementation
of this Agreement.
- Each party shall take all reasonable steps to ensure that the other's Confidential Information
to which it has access is not disclosed or distributed by its employees or agents in violation
of the terms of this Agreement.
- A party may disclose Confidential Information to the extent such Confidential Information
is required to be disclosed by law, by any governmental or other regulatory authority or by
a court or other authority of competent jurisdiction, provided that, to the extent it is
legally permitted to do so, it gives the other party as much notice of such disclosure as
possible and, where notice of disclosure is not prohibited and is given in accordance with
this clause 11.4, it takes into account the reasonable requests of the other party in
relation to the content of such disclosure.
- The Customer acknowledges that details of the Services, and the results of any performance
tests of the Services, constitute the Supplier's Confidential Information.
- No party shall make, or permit any person to make, any public announcement concerning this
Agreement without the prior written consent of the other parties (such consent not to be
unreasonably withheld or delayed), except as required by law, any governmental or regulatory
authority (including, without limitation, any relevant securities exchange), any court or
other authority of competent jurisdiction.
- The above provisions of this clause 11 shall survive termination of this Agreement,
- The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions,
proceedings, losses, damages, expenses and costs (including without limitation court costs
and reasonable legal fees) arising out of or in connection with the Customer's use of the
- In the defence or settlement of any claim, the Supplier may procure the right for the
Customer to continue using the Services, replace or modify the Services so that they
become non-infringing or, if such remedies are not reasonably available, terminate this
Agreement on 2 Business Days' notice to the Customer without any additional liability
or obligation to pay liquidated damages or other additional costs to the Customer.
- In no event shall the Supplier, its employees, agents and sub-contractors be liable to
the Customer to the extent that the alleged infringement is based on:
- a modification of the Services by anyone other than the Supplier; or
- the Customer's use of the Services in a manner contrary to the instructions
given to the Customer by the Supplier; or
- the Customer's use of the Services after notice of the alleged or actual
infringement from the Supplier or any appropriate authority.
- Limitation of liability
- Except as expressly and specifically provided in this Agreement:
- the Customer assumes sole responsibility for results obtained from the use of
the Services by the Customer, and for conclusions drawn from such use. The Supplier
shall have no liability for any damage caused by errors or omissions in any
information, instructions or scripts provided to the Supplier by the Customer
in connection with the Services, or any actions taken by the Supplier at the
- all warranties, representations, conditions and all other terms of any kind
whatsoever implied by statute or common law are, to the fullest extent permitted
by applicable law, excluded from this Agreement; and
- the Services are provided to the Customer on an "as is" basis.
- Nothing in this Agreement excludes the liability of either Party for death or personal
injury caused by the Supplier's negligence or for fraud or fraudulent misrepresentation.
- Subject to clause 13.1 and clause 13.2:
- the Supplier shall not be liable whether in tort (including for negligence or
breach of statutory duty), contract, misrepresentation, restitution or otherwise
for any loss of profits, loss of business, depletion of goodwill and/or similar
losses or loss or corruption of data or information, or pure economic loss, or
for any special, indirect or consequential loss, costs, damages, charges or
expenses however arising under this Agreement; and
- the Supplier's total aggregate liability in contract, tort (including negligence
or breach of statutory duty), misrepresentation, restitution or otherwise,
arising in connection with the performance or contemplated performance of this
Agreement shall be limited to £1,000 in aggregate.
- Nothing in this Agreement limits or excludes the liability of the Customer for any breach,
infringement or misappropriation of the Supplier’s Intellectual Property Rights.
- Term and termination
- This Agreement shall be for the Term and shall continue for the Initial Subscription
Term and, thereafter, this Agreement shall be automatically renewed monthly (each a
Renewal Period) (together Subscription Term)
- Without affecting any other right or remedy available to it, either party may terminate
this Agreement with immediate effect by giving written notice to the other party if:
- the other party fails to pay any amount due under this Agreement on the due
date for payment and remains in default not less than 30 days after being
notified in writing to make such payment;
- the other party suspends, or threatens to suspend, payment of its debts or
is unable to pay its debts as they fall due or admits inability to pay its
debts or is deemed unable to pay its debts within the meaning of section 123
of the Insolvency Act 1986 or any other insolvency or administration process
- the other party suspends or ceases, or threatens to suspend or cease, carrying
on all or a substantial part of its business;
- the other party's financial position deteriorates so far as to reasonably
justify the opinion that its ability to give effect to the terms of this
Agreement is in jeopardy.
- On termination of this Agreement for any reason:
- all licences granted under this Agreement shall immediately terminate and the
Customer shall immediately cease all use of the Services;
- any rights, remedies, obligations or liabilities of the parties that have
accrued up to the date of termination, including the right to claim damages
in respect of any breach of the agreement which existed at or before the
date of termination shall not be affected or prejudiced.
- Force Majeure. The Supplier shall have no liability to the Customer under
this Agreement if it is prevented from or delayed in performing its obligations
under this Agreement, or from carrying on its business, by acts, events, omissions
or accidents beyond its reasonable control, including, without limitation, strikes,
lock-outs or other industrial disputes (whether involving the workforce of the
Supplier or any other party), failure of a utility service or transport or
telecommunications network, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction, accident,
breakdown of plant or machinery, fire, flood, storm or default of suppliers or
sub-contractors, provided that the Customer is notified of such an event and its
- Conflict. If there is an inconsistency between any of the provisions in of
this Agreement and the policies, the provisions of this Agreement shall prevail.
- Variation. Except as expressly provided in this Agreement, the Supplier
shall be entitled to vary the terms of this Agreement.
- Waiver. No failure or delay by a party to exercise any right or remedy
provided under this Agreement or by law shall constitute a waiver of that or any
other right or remedy, nor shall it prevent or restrict the further exercise of
that or any other right or remedy. No single or partial exercise of such right or
remedy shall prevent or restrict the further exercise of that or any other right
- Severance. If any provision or part-provision of this Agreement is or
becomes invalid, illegal or unenforceable, it shall be deemed deleted, but
that shall not affect the validity and enforceability of the rest of this
- Entire agreement. This Agreement constitutes the entire agreement between
the parties and supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between them, whether
written or oral, relating to its subject matter.
- Assignment. The Customer shall not, without the prior written consent of
the Supplier, assign, transfer, charge, sub-contract or deal in any other manner
with all or any of its rights or obligations under this Agreement. The Supplier
may at any time assign, transfer, charge, sub-contract or deal in any other manner
with all or any of its rights or obligations under this Agreement.
- No partnership or agency. Nothing in this Agreement is intended to or shall
operate to create a partnership between the parties, or authorise either party to
act as agent for the other, and neither party shall have the authority to act in
the name or on behalf of or otherwise to bind the other in any way (including, but
not limited to, the making of any representation or warranty, the assumption of any
obligation or liability and the exercise of any right or power).
- Third party rights. This Agreement does not confer any rights on any person
or party (other than the parties to this Agreement and, where applicable, their
successors and permitted assigns) pursuant to the Contracts (Rights of Third
Parties) Act 1999.
- Notices. Any notice required to be given under this Agreement shall be in
writing and shall be delivered by hand or sent by pre-paid first-class post or
recorded delivery post to the other party at its address set out in this Agreement,
or such other address as may have been notified by that party for such purposes.
- Law and Jurisdiction
If the Customer is a consumer, this Agreement is governed by English law. The
Parties agree that the courts of England and Wales will have exclusive jurisdiction
except that if the Customer is a resident of Northern Ireland or Scotland, it may
also bring proceedings in Northern Ireland or Scotland respectively.
formation (and any non-contractual disputes or claims) are governed by English
law. The Parties agree to the exclusive jurisdiction of the courts of England