Important - Please Note: These Terms are no longer valid, and are only provided for your reference. The current
terms and conditions can be viewed here
Last updated: 28 October 2021
Please read these Terms and Conditions carefully. All contracts that
the Provider may enter into from time to time for the provision of the Hosted Services and
related services shall be governed by these Terms and Conditions, and the Provider will ask for
the Customer's express acceptance of these Terms and Conditions before providing any
such services to the Customer.
Definitions
In these Terms and Conditions, except to the extent expressly provided
otherwise:
"Access Credentials" means the usernames, passwords and
other credentials enabling access to the Hosted Services, including both access
credentials for the User Interface and access credentials for the API;
"Agreement" means a contract made under these Terms and
Conditions between the Provider and the Customer;
"API" means the application programming interface for
the Hosted Services defined by the Provider and made available by the Provider to the
Customer;
"Business Day" means any weekday other than a bank or
public holiday in England;
"Business Hours" means the hours of 09:00 to 17:00
GMT/BST on a Business Day;
"Charges" means the amounts specified in Services Order
Form as at the Effective Date;
"Customer" means the person or entity identified as such
in the Services Order Form;
"Customer Data" means all data, works and materials:
uploaded to or stored on the Platform by the Customer; transmitted by the Platform at
the instigation of the Customer; supplied by the Customer to the Provider for uploading
to, transmission by or storage on the Platform; or generated by the Platform as a result
of the use of the Hosted Services by the Customer (but excluding analytics data relating
to the use of the Platform and server log files);
"Customer Personal Data" means any Personal Data that is
processed by the Provider on behalf of the Customer in relation to the Agreement;
"Data Protection Laws" means the EU GDPR and the UK GDPR
and all other applicable laws relating to the processing of Personal Data;
"Documentation" means the documentation for the Hosted
Services produced by the Provider and delivered or made available by the Provider to the
Customer;
"Effective Date" means following the Customer completing
and submitting the online Services Order Form published by the Provider on the
Provider's website, the date upon which the Provider sends to the Customer an order
confirmation;
"EU GDPR" means the General Data Protection Regulation
(Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal
Data, as such laws may be updated, amended and superseded from time to time;
"Force Majeure Event" means an event, or a series of
related events, that is outside the reasonable control of the party affected (including
failures of the internet or any public telecommunications network, hacker attacks,
denial of service attacks, virus or other malicious software attacks or infections,
power failures, industrial disputes affecting any third party, changes to the law,
disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and
wars);
"Hosted Services" means Beholder, which will be made
available by the Provider to each Customer as a service via the internet in accordance
with these Terms and Conditions;
"Intellectual Property Rights" means all intellectual
property rights wherever in the world, whether registrable or unregistrable, registered
or unregistered, including any application or right of application for such rights (and
these "intellectual property rights" include copyright and related rights, database
rights, confidential information, trade secrets, know-how, business names, trade names,
trade marks, service marks, passing off rights, unfair competition rights, patents,
petty patents, utility models, semi-conductor topography rights and rights in designs);
"Personal Data" means personal data under any of the
Data Protection Laws;
"Platform" means the platform managed by the Provider
and used by the Provider to provide the Hosted Services, including the application and
database software for the Hosted Services, the system and server software used to
provide the Hosted Services, and the computer hardware on which that application,
database, system and server software is installed;
"Provider" means Beholder Vision Ltd, a company
incorporated in England and Wales (registration number 13389293) having its registered
office at Knaresborough Technology Park, Manse Lane, Knaresborough, England, HG5 8LF ;
"Services" means any services that the Provider provides
to the Customer, or has an obligation to provide to the Customer, under these Terms and
Conditions;
"Services Order Form" means an online order form
published by the Provider and completed and submitted by the Customer incorporating
these Terms and Conditions by reference;
"Support Services" means support in relation to the use
of, and the identification and resolution of errors in, the Hosted Services, but shall
not include the provision of training services;
"Supported Web Browser" means the current release from
time to time of Google Chrome, or any
other web browser that the Provider agrees in writing shall be supported;
"Term" means the term of the Agreement, commencing in
accordance with Clause 2.1 and ending in accordance with Clause 2.2;
"Terms and Conditions" means all the documentation
containing the provisions of the Agreement, namely the main body of these Terms and
Conditions, Schedule 1 (Acceptable Use Policy) and Schedule 2 (Data processing information),
including any amendments to that documentation from time to time;
"UK GDPR" means the EU GDPR as transposed into UK law
(including by the Data Protection Act 2018 and the Data Protection, Privacy and
Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK
laws regulating the processing of Personal Data, as such laws may be updated, amended
and superseded from time to time; and
"User Interface" means the interface for the Hosted
Services designed to allow individual human users to access and use the Hosted Services.
Term
The Agreement shall come into force upon the Effective Date.
The Agreement shall continue in force indefinitely, subject to
termination in accordance with Clause 15 or any other provision of these Terms and Conditions.
Unless the parties expressly agree otherwise in writing, each Services
Order Form shall create a distinct contract under these Terms and Conditions.
Hosted Services
The Provider hereby grants to the Customer a non-exclusive licence to
use the Hosted Services by means of a the User Interface and the API in accordance with the
Documentation during the Term.
The licence granted by the Provider to the Customer under Clause 3.1
is subject to the following limitations:
the User Interface may only be used through a Supported Web Browser;
and
the API may only be used by an application or applications controlled by the Customer.
Except to the extent expressly permitted in these Terms and Conditions
or required by law on a non-excludable basis, the licence granted by the Provider to the
Customer under Clause 3.1 is subject to the following prohibitions:
the Customer must not sub-license its right to access and use the Hosted Services;
the Customer must not permit any unauthorised person or application to access or use the
Hosted Services;
the Customer must not republish or redistribute any content or material from the Hosted
Services;
the Customer must not make any alteration to the Platform, except as permitted by the
Documentation; and
the Customer must not conduct or request that any other person conduct any load testing
or penetration testing on the Platform or Hosted Services without the prior written
consent of the Provider.
The Customer shall implement and maintain reasonable security measures
relating to the Access Credentials to ensure that no unauthorised person or application may gain
access to the Hosted Services by means of the Access Credentials.
The Provider shall use reasonable endeavours to maintain the
availability of the Hosted Services to the Customer at the gateway between the public internet
and the network of the hosting services provider for the Hosted Services, but does not guarantee
100% availability.
The Customer must comply with Schedule 1 (Acceptable Use Policy), and
must ensure that all persons using the Hosted Services with the authority of the Customer or by
means of the Access Credentials comply with Schedule 1 (Acceptable Use Policy).
The Customer must not use the Hosted Services in any way that causes,
or may cause, damage to the Hosted Services or Platform or impairment of the availability or
accessibility of the Hosted Services.
The Customer must not use the Hosted Services in any way that uses
excessive Platform resources and as a result is liable to cause a material degradation in the
services provided by the Provider to its other customers using the Platform; and the Customer
acknowledges that the Provider may use reasonable technical measures to limit the use of
Platform resources by the Customer for the purpose of assuring services to its customers
generally.
The Customer must not use the Hosted Services:
in any way that is unlawful, illegal, fraudulent or harmful; or
in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
For the avoidance of doubt, the Customer has no right to access the
software code (including object code, intermediate code and source code) of the Platform, either
during or after the Term.
The Provider may suspend the provision of the Hosted Services if any
amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the
Provider has given to the Customer at least 20 days' written notice, following the amount
becoming overdue, of its intention to suspend the Hosted Services on this basis.
Customer Data
The Customer hereby grants to the Provider 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.
The Customer warrants to the Provider that the Customer Data will not
infringe the Intellectual Property Rights or other legal rights of any person, and will not
breach the provisions of any law, statute or regulation, in any jurisdiction and under any
applicable law.
Support Services
The Provider may provide the Support Services to the Customer during
the Term, but shall have no obligation to do so; any such Support Services shall be subject to
this Clause 5.
The Provider may make available to the Customer an email-based
helpdesk.
The Provider shall provide the Support Services with reasonable skill
and care.
The Customer may use the helpdesk for the purposes of requesting and,
where applicable, receiving the Support Services; and the Customer must not use the helpdesk for
any other purpose.
The Provider shall respond promptly to all requests for Support
Services made by the Customer through the helpdesk.
The Provider may suspend the provision of the Support Services if any
amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the
Provider has given to the Customer at least 20 days' written notice, following the amount
becoming overdue, of its intention to suspend the Support Services on this basis.
No assignment of Intellectual Property Rights
Nothing in these Terms and Conditions shall operate to assign or
transfer any Intellectual Property Rights from the Provider to the Customer, or from the
Customer to the Provider.
Charges
The Customer shall pay the Charges to the Provider in accordance with
these Terms and Conditions.
All amounts stated in or in relation to these Terms and Conditions
are, unless the context requires otherwise, stated inclusive of any applicable value added
taxes.
The Provider may elect to vary any element of the Charges by giving to
the Customer not less than 30 days' written notice of the variation.
Payments
The Customer must pay the Charges to the Provider in advance of the
period to which they relate.
Distance contracts: cancellation right
This Clause 9 applies if and only if the Customer enters into the
Agreement with the Provider as a consumer - that is, as an individual acting wholly or mainly
outside the Customer's trade, business, craft or profession - where the Agreement is a distance
contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional
Charges) Regulations 2013.
The Customer may withdraw an offer to enter into the Agreement with
the Provider at any time; and the Customer may cancel the Agreement entered into with the
Provider at any time within the period:
beginning when the Agreement was entered into; and
ending at the end of 14 days after the day on which the Agreement was entered into,
subject to Clause 9.3. The Customer does not have to give any reason for the withdrawal or
cancellation.
The Customer agrees that the Provider may begin the provision of
services before the expiry of the period referred to in Clause 9.2, and the Customer
acknowledges that, if the Provider does begin the provision of services before the end of that
period, then:
if the services are fully performed, the Customer will lose the right to cancel referred
to in Clause 9.2; and
if the services are partially performed at the time of cancellation, the Customer must
pay to the Provider an amount proportional to the services supplied or the Provider may
deduct such amount from any refund due to the Customer in accordance with this Clause 9.
In order to withdraw an offer to enter into the Agreement or cancel
the Agreement on the basis described in this Clause 9, the Customer must inform the Provider of
the Customer's decision to withdraw or cancel (as the case may be). The Customer may inform the
Provider by means of any clear statement setting out the decision. In the case of cancellation,
the Customer may inform the Provider using the cancellation form that the Provider will make
available to the Customer. To meet the cancellation deadline, it is sufficient for the Customer
to send its communication concerning the exercise of the right to cancel before the cancellation
period has expired.
If the Customer withdraws an offer to enter into the Agreement, or
cancels the Agreement, on the basis described in this Clause 9, the Customer will receive a full
refund of any amount the Customer paid to the Provider in respect of the Agreement, except as
specified in this Clause 9.
The Provider will refund money using the same method used to make the
payment, unless the Customer has expressly agreed otherwise. In any case, the Customer will not
incur any fees as a result of the refund.
The Provider will process the refund due to the Customer as a result
of a cancellation on the basis described in this Clause 9 without undue delay and, in any case,
within the period of 14 days after the day on which the Provider is informed of the
cancellation.
Data protection
The Provider shall comply with the Data Protection Laws with respect
to the processing of the Customer Personal Data.
The Customer warrants to the Provider that it has the legal right to
disclose all Personal Data that it does in fact disclose to the Provider under or in connection
with the Agreement.
The Customer shall only supply to the Provider, and the Provider
shall only process, in each case under or in relation to the Agreement, the Personal Data of
the Customer of the types specified in Part 2 of Schedule 2 (Data processing information);
and the Provider shall only process the Customer Personal Data for the purposes specified in
Part 3 of Schedule 2 (Data processing information).
The Provider shall only process the Customer Personal Data during the
Term and for not more than 30 days following the end of the Term, subject to the other
provisions of this Clause 10.
The Provider shall only process the Customer Personal Data on the
documented instructions of the Customer (including with regard to transfers of the Customer
Personal Data to a third country under the Data Protection Laws), as set out in these Terms and
Conditions or any other document agreed by the parties in writing.
The Customer hereby authorises the Provider to make the following
transfers of Customer Personal Data:
the Provider may transfer the Customer Personal Data internally to its own employees,
offices and facilities in the UK and the EEA;
the Provider may transfer the Customer Personal Data to its third party processors in
the jurisdictions identified elsewhere in this Clause 10 and may permit its third party
processors to make such transfers, providing that such transfers must be protected by
any appropriate safeguards identified therein;
the Provider may transfer the Customer Personal Data to a country, a territory or sector
to the extent that the competent data protection authorities have decided that the
country, territory or sector ensures an adequate level of protection for Personal Data;
the Provider may transfer the Customer Personal Data from the UK to the EEA, and may
permit its third party processors to do so, in any period during which EEA states are
not treated as third countries under the UK GDPR or during which EEA states benefit from
adequacy regulations under the UK GDPR; and
the Provider may transfer the Customer Personal Data from the EEA to the UK, and may
permit its third party processors to do so, in any period during which the UK is not
treated as a third country under the EU GDPR or during which the UK benefits from an
adequacy decision under the EU GDPR.
The Provider shall promptly inform the Customer if, in the opinion of
the Provider, an instruction of the Customer relating to the processing of the Customer Personal
Data infringes the Data Protection Laws.
Notwithstanding any other provision of the Agreement, the Provider may
process the Customer Personal Data if and to the extent that the Provider is required to do so
by applicable law. In such a case, the Provider shall inform the Customer of the legal
requirement before processing, unless that law prohibits such information.
The Provider shall ensure that persons authorised to process the
Customer Personal Data have committed themselves to confidentiality or are under an appropriate
statutory obligation of confidentiality.
The Provider and the Customer shall each implement appropriate
technical and organisational measures to ensure an appropriate level of security for the
Customer Personal Data.
The Provider must not engage any third party to process the Customer
Personal Data without the prior specific or general written authorisation of the Customer. In
the case of a general written authorisation, the Provider shall inform the Customer at least 14
days in advance of any intended changes concerning the addition or replacement of any third
party processor, and if the Customer objects to any such changes before their implementation,
then the Customer may terminate the Agreement on 7 days' written notice to the Provider,
providing that such notice must be given within the period of 7 days following the date that the
Provider informed the Customer of the intended changes. The Provider shall ensure that each
third party processor is subject to equivalent legal obligations as those imposed on the
Provider by this Clause 10.
The Provider is hereby authorised by the Customer to engage, as
sub-processors with respect to Customer Personal Data, the third parties specified in Part 4
of Schedule 2 (Data processing information).
The Provider shall, insofar as possible and taking into account the
nature of the processing, take appropriate technical and organisational measures to assist the
Customer with the fulfilment of the Customer's obligation to respond to requests exercising a
data subject's rights under the Data Protection Laws.
The Provider shall assist the Customer in ensuring compliance with the
obligations relating to the security of processing of personal data, the notification of
personal data breaches to the supervisory authority, the communication of personal data breaches
to the data subject, data protection impact assessments and prior consultation in relation to
high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its
standard time-based charging rates for any work performed by the Provider at the request of the
Customer pursuant to this Clause 10.14.
The Provider must notify the Customer of any Personal Data breach
affecting the Customer Personal Data without undue delay and, in any case, not later than 72
hours after the Provider becomes aware of the breach.
The Provider shall make available to the Customer all information
necessary to demonstrate the compliance of the Provider with its obligations under this Clause
10 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based
charging rates for any work performed by the Provider at the request of the Customer pursuant to
this Clause 10.16.
The Provider shall, at the choice of the Customer, delete or return
all of the Customer Personal Data to the Customer after the provision of services relating to
the processing, and shall delete existing copies save to the extent that applicable law requires
storage of the relevant Personal Data.
The Provider shall allow for and contribute to audits, including
inspections, conducted by the Customer or another auditor mandated by the Customer in respect of
the compliance of the Provider's processing of Customer Personal Data with the Data Protection
Laws and this Clause 10. The Provider may charge the Customer at its standard time-based
charging rates for any work performed by the Provider at the request of the Customer pursuant to
this Clause 10.18.
If any changes or prospective changes to the Data Protection Laws
result or will result in one or both parties not complying with the Data Protection Laws in
relation to processing of Personal Data carried out under the Agreement, then the parties shall
use their best endeavours promptly to agree such variations to the Agreement as may be necessary
to remedy such non-compliance.
Warranties
The Customer warrants to the Provider that it has the legal right and
authority to enter into the Agreement and to perform its obligations under these Terms and
Conditions.
All of the parties' warranties and representations in respect of the
subject matter of the Agreement are expressly set out in these Terms and Conditions. To the
maximum extent permitted by applicable law, no other warranties or representations concerning
the subject matter of the Agreement will be implied into the Agreement or any related contract.
Acknowledgements and warranty limitations
The Customer acknowledges that complex software is never wholly free
from defects, errors and bugs; and subject to the other provisions of these Terms and
Conditions, the Provider gives no warranty or representation that the Hosted Services will be
wholly free from defects, errors and bugs.
The Customer acknowledges that complex software is never entirely free
from security vulnerabilities; and subject to the other provisions of these Terms and
Conditions, the Provider gives no warranty or representation that the Hosted Services will be
entirely secure.
The Customer acknowledges that the Provider will not provide any
legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation
to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms
and Conditions, the Provider does not warrant or represent that the Hosted Services or the use
of the Hosted Services by the Customer will not give rise to any legal liability on the part of
the Customer or any other person.
Limitations and exclusions of liability
Nothing in these Terms and Conditions will:
limit or exclude any liability for death or personal injury resulting from negligence;
limit or exclude any liability for fraud or fraudulent misrepresentation;
limit any liabilities in any way that is not permitted under applicable law; or
exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party's statutory rights will not be excluded or
limited by these Terms and Conditions, except to the extent permitted by law.
The limitations and exclusions of liability set out in this Clause 13
and elsewhere in these Terms and Conditions:
are subject to Clause 13.1; and
govern all liabilities arising under these Terms and Conditions or relating to the
subject matter of these Terms and Conditions, including liabilities arising in contract,
in tort (including negligence) and for breach of statutory duty, except to the extent
expressly provided otherwise in these Terms and Conditions.
The Provider will not be liable to the Customer in respect of any
losses arising out of a Force Majeure Event.
The Provider will not be liable to the Customer in respect of any loss
of profits or anticipated savings.
The Provider will not be liable to the Customer in respect of any loss
of revenue or income.
The Provider will not be liable to the Customer in respect of any loss
of business, contracts or opportunities.
The Provider will not be liable to the Customer in respect of any loss
or corruption of any data, database or software.
The Provider will not be liable to the Customer in respect of any
special, indirect or consequential loss or damage.
The liability of the Provider to the Customer under the Agreement
in respect of any event or series of related events shall not exceed the:
the total amount paid and payable by the Customer to the Provider under the
Agreement in the 12 month period preceding the commencement of the event or events.
The aggregate liability of the Provider to the Customer under the
Agreement shall not exceed the greater of:
the total amount paid and payable by the Customer to the Provider under the
Agreement.
Force Majeure Event
If a Force Majeure Event gives rise to a failure or delay in either
party performing any obligation under the Agreement (other than any obligation to make a
payment), that obligation will be suspended for the duration of the Force Majeure Event.
Termination
Either party may terminate the Agreement by giving to the other party
at least 30 days' written notice of termination.
Either party may terminate the Agreement immediately by giving written
notice of termination to the other party if the other party commits a material breach of these
Terms and Conditions.
Subject to applicable law, either party may terminate the Agreement
immediately by giving written notice of termination to the other party if:
the other party:
is dissolved;
ceases to conduct all (or substantially all) of its business;
is or becomes unable to pay its debts as they fall due;
is or becomes insolvent or is declared insolvent; or
convenes a meeting or makes or proposes to make any arrangement or composition
with its creditors;
an administrator, administrative receiver, liquidator, receiver, trustee, manager or
similar is appointed over any of the assets of the other party;
an order is made for the winding up of the other party, or the other party passes a
resolution for its winding up (other than for the purpose of a solvent company
reorganisation where the resulting entity will assume all the obligations of the other
party under the Agreement); or
if that other party is an individual:
that other party dies;
as a result of illness or incapacity, that other party becomes incapable of
managing his or her own affairs; or
that other party is the subject of a bankruptcy petition or order.
Effects of termination
Upon the termination of the Agreement, all of the provisions of these
Terms and Conditions shall cease to have effect, save that the following provisions of these
Terms and Conditions shall survive and continue to have effect (in accordance with their express
terms or otherwise indefinitely): Clauses 1, 3.10, 8, 10, 13, 16, 19 and 20.
Except to the extent expressly provided otherwise in these Terms and
Conditions, the termination of the Agreement shall not affect the accrued rights of either
party.
Within 30 days following the termination of the Agreement for any
reason:
the Customer must pay to the Provider any Charges in respect of Services provided to the
Customer before the termination of the Agreement; and
the Provider must refund to the Customer any Charges paid by the Customer to the
Provider in respect of Services that were to be provided to the Customer after the
termination of the Agreement,
without prejudice to the parties' other legal rights.
Notices
Any notice from one party to the other party under these Terms and
Conditions must be given by one of the following methods:
sent by email to the relevant email address specified through the Hosted Services, in
which case the notice shall be deemed to be received upon receipt of the email by the
recipient's email server; or
sent using the contractual notice mechanism incorporated into the Hosted Services, in
which case the notice shall be deemed to be received upon dispatch,
providing that, if the stated time of deemed receipt is not within Business Hours, then the
time of deemed receipt shall be when Business Hours next begin after the stated time.
Subcontracting
Subject to any express restrictions elsewhere in these Terms and
Conditions, the Provider may subcontract any of its obligations under the Agreement.
General
No breach of any provision of the Agreement shall be waived except
with the express written consent of the party not in breach.
If any provision of the Agreement is determined by any court or other
competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement
will continue in effect. If any unlawful and/or unenforceable provision would be lawful or
enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of
the provision will continue in effect (unless that would contradict the clear intention of the
parties, in which case the entirety of the relevant provision will be deemed to be deleted).
The Provider may vary the Agreement by giving to the Customer at least
30 days' written notice of the variation. Subject to this, if the Customer objects to any such
changes then the Customer may terminate the Agreement on 7 days' written notice to the Provider,
providing that such notice must be given within the period of 7 days following the date that the
Provider informed the Customer of the intended changes.
The Customer hereby agrees that the Provider may assign the Provider's
contractual rights and obligations under the Agreement to any third party - providing that such
action does not serve to reduce the guarantees benefiting the Customer under the Agreement. Save
to the extent expressly permitted by applicable law, the Customer must not without the prior
written consent of the Provider assign, transfer or otherwise deal with any of the Customer's
contractual rights or obligations under the Agreement.
The Agreement is made for the benefit of the parties, and is not
intended to benefit any third party or be enforceable by any third party. The rights of the
parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or
relating to the Agreement are not subject to the consent of any third party.
Subject to Clause 13.1, a Services Order Form, together with these
Terms and Conditions and any Schedules, shall constitute the entire agreement between the
parties in relation to the subject matter of that Services Order Form, and shall supersede all
previous agreements, arrangements and understandings between the parties in respect of that
subject matter.
The Agreement shall be governed by and construed in accordance with
English law.
The courts of England shall have exclusive jurisdiction to adjudicate
any dispute arising under or in connection with the Agreement.
Interpretation
In these Terms and Conditions, a reference to a statute or statutory
provision includes a reference to:
that statute or statutory provision as modified, consolidated and/or re-enacted from
time to time; and
any subordinate legislation made under that statute or statutory provision.
The Clause headings do not affect the interpretation of these Terms
and Conditions.
References in these Terms and Conditions to "calendar months" are to
the 12 named periods (January, February and so on) into which a year is divided.
In these Terms and Conditions, general words shall not be given a
restrictive interpretation by reason of being preceded or followed by words indicating a
particular class of acts, matters or things.
Schedule 1 (Acceptable Use Policy)
Introduction
This acceptable use policy (the "Policy") sets out the
rules governing:
the use of the website at https://beholder.vision,
any successor website, and the services available on that website or any successor
website (the "Services"); and
the transmission, storage and processing of content by you, or by any person on your
behalf, using the Services ("Content").
References in this Policy to "you" are to any customer for the
Services and any individual user of the Services (and "your" should be construed accordingly);
and references in this Policy to "us" are to Beholder Vision Ltd (and "we" and "our" should be
construed accordingly).
By using the Services, you agree to the rules set out in this Policy.
We will ask for your express agreement to the terms of this Policy
before you upload or submit any Content or otherwise use the Services.
You must be at least 18 years of age to use the Services; and by using
the Services, you warrant and represent to us that you are at least 18 years of age.
General usage rules
You must not use the Services in any way that causes, or may cause,
damage to the Services or impairment of the availability or accessibility of the Services.
You must not use the Services:
in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or
activity.
You must ensure that all Content complies with the provisions of this
Policy.
Unlawful Content
Content must not be illegal or unlawful, must not infringe any
person's legal rights, and must not be capable of giving rise to legal action against any person
(in each case in any jurisdiction and under any applicable law).
Content, and the use of Content by us in any manner licensed or
otherwise authorised by you, must not:
be libellous or maliciously false;
be obscene or indecent;
infringe any copyright, moral right, database right, trade mark right, design right,
right in passing off, or other intellectual property right;
infringe any right of confidence, right of privacy or right under data protection
legislation;
constitute negligent advice or contain any negligent statement;
constitute an incitement to commit a crime, instructions for the commission of a crime
or the promotion of criminal activity;
be in contempt of any court, or in breach of any court order;
constitute a breach of racial or religious hatred or discrimination legislation;
be blasphemous;
constitute a breach of official secrets legislation; or
constitute a breach of any contractual obligation owed to any person.
You must ensure that Content is not and has never been the subject of
any threatened or actual legal proceedings or other similar complaint.
Graphic material
Content must be appropriate for all persons who have access to or are
likely to access the Content in question, and in particular for children over 12 years of age.
Content must not depict violence in an explicit, graphic or gratuitous
manner.
Content must not be pornographic or sexually explicit.
Factual accuracy
Content must not be untrue, false, inaccurate or misleading.
Statements of fact contained in Content and relating to persons (legal
or natural) must be true; and statements of opinion contained in Content and relating to persons
(legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
Negligent advice
Content must not consist of or contain any legal, financial,
investment, taxation, accountancy, medical or other professional advice, and you must not use
the Services to provide any legal, financial, investment, taxation, accountancy, medical or
other professional advisory services.
Content must not consist of or contain any advice, instructions or
other information that may be acted upon and could, if acted upon, cause death, illness or
personal injury, damage to property, or any other loss or damage.
Etiquette
Content must be appropriate, civil and tasteful, and accord with
generally accepted standards of etiquette and behaviour on the internet.
Content must not be offensive, deceptive, threatening, abusive,
harassing, menacing, hateful, discriminatory or inflammatory.
Content must not be liable to cause annoyance, inconvenience or
needless anxiety.
You must not use the Services to send any hostile communication or any
communication intended to insult, including such communications directed at a particular person
or group of people.
You must not use the Services for the purpose of deliberately
upsetting or offending others.
You must not unnecessarily flood the Services with material relating
to a particular subject or subject area, whether alone or in conjunction with others.
You must ensure that Content does not duplicate other content
available through the Services.
You must ensure that Content is appropriately categorised.
You should use appropriate and informative titles for all Content.
You must at all times be courteous and polite to other users of the
Services.
Marketing and spam
You must not without our written permission use the Services for any
purpose relating to the marketing, advertising, promotion, sale or supply of any product,
service or commercial offering.
Content must not constitute or contain spam, and you must not use the
Services to store or transmit spam - which for these purposes shall include all unlawful
marketing communications and unsolicited commercial communications.
You must not send any spam or other marketing communications to any
person using any email address or other contact details made available through the Services or
that you find using the Services.
You must not use the Services to promote, host or operate any chain
letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get
rich quick" schemes or similar letters, schemes or programs.
You must not use the Services in any way which is liable to result in
the blacklisting of any of our IP addresses.
Regulated businesses
You must not use the Services for any purpose relating to gambling,
gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
You must not use the Services for any purpose relating to the offering
for sale, sale or distribution of drugs or pharmaceuticals.
You must not use the Services for any purpose relating to the offering
for sale, sale or distribution of knives, guns or other weapons.
Monitoring
You acknowledge that we do not actively monitor the Content or the use
of the Services.
Data mining
You must not conduct any systematic or automated data scraping, data
mining, data extraction or data harvesting, or other systematic or automated data collection
activity, by means of or in relation to the Services.
Hyperlinks
You must not link to any material using or by means of the Services
that would, if it were made available through the Services, breach the provisions of this
Policy.
Harmful software
The Content must not contain or consist of, and you must not promote,
distribute or execute by means of the Services, any viruses, worms, spyware, adware or other
harmful or malicious software, programs, routines, applications or technologies.
The Content must not contain or consist of, and you must not promote,
distribute or execute by means of the Services, any software, programs, routines, applications
or technologies that will or may have a material negative effect upon the performance of a
computer or introduce material security risks to a computer.
Schedule 2 (Data processing information)
Categories of data subject
Users of the Hosted Services
Users of the API
Types of Personal Data
Names, emails, billing addresses, user IDs, access tokens and session data