Terms of Service

Welcome to Captur AI!  Captur has developed an AI platform which it makes available to customers as a cloud-based service to embed real-time, rules based image verification in any mobile app. Using its own data and zero labelling.

The Agreement is effective between you and Captur as of the date of the Order (as defined below) (“Effective Date”)

These Terms of Service (“Terms”) and the Order Form (together with the Terms, the “Agreement”) set out the terms on which Captur agrees to give you a subscription-based licence access to and use of our platform and services . They also describe Captur’s obligations and liabilities to you with respect our Platform and the Services we provide to you.  Please read them carefully.

Not all of these terms will be relevant to all matters and some of them only apply to certain Services. Where applicable, defined terms in the Order Form will apply to these Terms. These Terms supersede any other terms you might have received from us previously. By continuing to use our Services, you accept      and agree to      these Terms.

We may make changes to these Terms from time to time.  We will let you know when we have updated these Terms the next time you log-in to the Services. You may also be notified by email (if you subscribe to receiving email updates from us).  By continuing to access our Services, you confirm your acceptance to our updated Terms and Conditions.

Our collection and use of your personal data is subject to Captur Privacy Policy, which further describes the types of data we collect from you and your devices, and how we use and process that data.  

1.1
Unless otherwise defined in the Agreement, the definitions and rules of interpretation in this clause apply in the Agreement.‍

Applicable Data Protection Laws: legislation governing the processing of personal data in the country or state in which that personal data is processed, and includes (as appropriate) the Data Protection Act 2018 (UK), the UK GDPR (as defined in the Data Protection Act 2018) (“UK GDPR”), the General Data Protection Regulation 2016/679 (EU) (“EU GDPR”), including in each case any national or state implementing laws, regulations and secondary legislation as well as all other regulations, mandatory guidance(s) issued by the relevant supervisory authority in relation to the processing of personal data, provided always that where such legislation (including implementing laws, regulations and secondary legislation) is less stringent than the requirements of the GDPR, the requirements of the GDPR will apply. ‍

API: an application program interface which provides the Customer with programmatic access to the Software. ‍

Authorised Users: those employees, agents, independent contractors and customers of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 4.1.‍

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.‍

Captur: Captur Limited or any other entity entering into the Order Form to provide the Services. ‍

Commencement Date: has the meaning given to it on the Order Form. ‍

Confidential Information:  information that is proprietary or confidential and/or is otherwise either clearly labelled as such or identified as Confidential Information in clause 13.‍

controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:  as defined in the Applicable Data Protection Laws and “subprocessor” means any third party appointed by or on behalf of Customer to process Customer’s personal data in connection with the Agreement.‍

Customer: the customer entity entering into the Order Form.

CapturCustomer Data: the data inputted by the Customer, Authorised Users or Captur on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services, including, any data, image, information, or material provided or submitted by the Customer via a Record to Captur while using the Software and, for the avoidance of doubt, “Customer Data” does not include any Derived Data. ‍

Customer Personal Data: any personal data which Captur processes in connection with the Agreement, in the capacity of a processor on behalf of the Customer. ‍

Derived Data: where applicable, anonymised and/or aggregated data as further detailed in clause 12.3.‍

Documentation: the documentation which sets out the description of the Services and the user instructions for the Services made available to the Customer at intercom.help/captur and API documentation https://captur.stoplight.io/.‍

Fees: the      fees payable by Customer to Captur for Customer’s and its Authorised Users’ subscription to and use of the Services, and any other fees payable under the Agreement (if any) as set out in the Order Form.‍

Information: any tangible medium or document containing information owned by Captur and obtained by the Customer for the purposes of the Agreement directly relating to the Software.‍

Initial Subscription Term: the initial term of the User Subscription as set out in the Order Form.‍

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Normal Business Hours: 9.00 am to 5.00 pm local time in the UK, on each Business Day.

Order Form: the relevant order document or online order form entered into and signed by both parties (or entered into via Captur’s website) which references these Terms and details of the Services, Pilot Period, Initial Subscription Term and Fees payable along with any additional terms.  

Payment Period: has the meaning given to it on the Order Form.

Pilot Period: any trial period for our Services or a starter User Subscription as defined in the Order Form.

Purpose: the purposes for which the Customer Personal Data are processed, as set out in clause Schedule 2 (Data Processing Addendum).

Record: each individual data entry to record a task or event, containing one or multiple image(s), metadata, and associated fields, submitted by an Authorised User via the Software or an API call (for e.g., a “Record” can be seen as the end of a trip with one vehicle).

Renewal Term     : the period described in clause 3.

Service(s): the subscription services provided by Captur to the Customer: (i) for access to the Software; and (ii) the provision of the Support Services, each under the Agreement and as more particularly described in the Order Form and/or Documentation, as applicable.

Software: the online data capture and collaboration software provided by Captur as part of the Services via https://dashboard.captur.app and as a mobile web app via https://captur.app or via an API.

Subscription Term: has the meaning given in clause 3.

Support Services: the support services provided by Captur in respect of the Software during Normal Business Hours, in accordance with the Support Services Policy.

Support Services Policy: Captur's policy for providing support in relation to the Services as set out in Schedule 1 (Support Services Policy)  to these Terms.

Territory: means the geographical territory in which Records can be captured as defined in the Order Form.

User Subscription: the subscription to the Service pursuant to clause 2 which entitles the Authorised Users to access and use the Services and the Documentation in accordance with the 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.

Vulnerability: a known or unknown deficiency in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.‍

Workspace: means the Software account specific to the Customer available through the Service, that includes a dedicated dashboard in respect of each Territory selected by the Customer.

1.2

Holding company and subsidiary mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in subsections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.3

Clause, Schedule and paragraph headings shall not affect the interpretation of the Agreement .

1.4

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.5

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7

A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement.

1.8

A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Agreement      under that statute or statutory provision.

1.9

A reference to writing includes e-mail.

1.10

References to clauses and schedules are to the clauses and schedules of the Agreement; references to paragraphs are to paragraphs of the relevant schedule to the Agreement.

2.1

The Customer must enter into an Order Form(s) to evaluate the Services (in accordance with clause 2.4 or purchase a subscription to the Services. Each Order Form sets out the details of the Services to be provided by Captur.

2.2

The Customer may enter into more than one Order Form and each Order Form will form a separate agreement between the Customer and Captur.

2.3

The Customer’s access to and use of the Services is limited to the scope specified in the Order Form.

2.4

Captur may provide you with a trial period for our Services.  Any such trial of our Services will continue until expiration of the Pilot Period as stated in the Order Form. Any Pilot Period is for Customer’s testing and evaluation purposes only and subject to any usage limits specified by Captur and, unless stated otherwise in the Order Form, excludes any Support Program.  A Pilot Period may be cancelled by Captur at any time. During any Pilot Period, the Services are provided “as-is” and without any warranty of any kind and the warranties in clause 8 and indemnity in clause 14 does not apply, to the extent that Captur is able to exclude such liability in accordance with the applicable law. All other terms of this Agreement continue to apply. Please note that if Customer does not continue to use our Services following any Pilot Period, Customer Data may be automatically and irretrievably deleted from our Service at the end of the trial.

The Services will commence on the Commencement Date stated in the relevant Order Form and will, unless otherwise stated in the relevant Order Form, continue for the Initial Subscription Term and, unless excluded in the Order Form, the Services will automatically renew for successive periods of 12 months (or such other period as stated in the applicable Order Form) (each a “Renewal Term”), unless either party terminates with not less than 60 days written notice prior to the end of the Initial Subscription Term or relevant Renewal Term or otherwise terminates in accordance with the provisions of the Agreement (“Subscription Term”).

4.1

Subject to the Customer purchasing a User Subscription in accordance with clause 2, the restrictions set out in this clause 4 and the other terms and conditions of the Agreement, Captur hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the number of Authorised Users set out in the Order Form and based in the Territory only to use the Services and the Documentation during the Subscription Term and solely for the Customer's internal business operations.

4.2

In relation to the Authorised Users, the Customer undertakes that:

4.2.1

if applicable, it shall not exceed the maximum number of Authorised Users set out in the Order Form from time to time;

4.2.2

each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential; and

4.2.3

it shall maintain an up to date list of current Authorised Users (i.e., the Customer is responsible for adding and/ or removing access for all Authorised Users and in respect of their access to any associated Workspace(s)).

4.3

The Customer shall not access, store, distribute or transmit any Viruses, nor any material during the course of its use of the Services that:

4.3.1

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

4.3.2

facilitates illegal activity;

4.3.3

depicts sexually explicit images;

4.3.4

promotes unlawful violence;

4.3.5

is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

4.3.6

is otherwise illegal or causes damage or injury to any person or property,    

and Captur 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.
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4.4

The Customer shall not:

4.4.1

except as may be allowed by any applicable law or except to the extent expressly permitted under the Agreement:

4.4.1.1

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means including, for the avoidance of doubt, Captur’s machine learning classification categories/input vectors used, and any of its image data and/or corresponding metadata; or

4.4.1.2

attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

4.2.2

access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

4.3.3

use the Services and/or Documentation to provide services to third parties; or

4.4.4

licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

4.4.5

attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4; or

4.4.6

introduce or permit the introduction of any Virus or Vulnerability into Captur's network and information systems.

4.5

The rights provided under the Agreement are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer unless expressly agreed in writing between the parties.

4.6

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify Captur.

5.1

Captur shall, during the Subscription Term, provide the Services described in the Order Form and make available the Documentation to the Customer on and subject to the terms of the Agreement.

5.2

The Customer acknowledges that Services may be unavailable as a result of:

5.2.1

planned maintenance carried out during the maintenance window of 10.00 pm to 5.00 am in the UK, provided that Captur has used reasonable endeavours to give the Customer at least 24 hours’ notice in advance; and

5.2.2

unscheduled maintenance performed outside Normal Business Hours, provided that Captur has used reasonable endeavours to give the Customer at least 8 Normal Business Hours' notice in advance.

5.3

Captur will, as part of the Services and in consideration of payment of the Subscription Fee, provide the Customer with the Support Services during Normal Business Hours in accordance with Captur's Support Services Policy in effect at the time that the Support Services are provided. Captur may amend the Support Services Policy on notice in writing to the Customer and shall ensure that any amendment to the Support Services Policy does not adversely affect, reduce, or change the Support Services.

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. Captur 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 Captur. Captur recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Captur does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7.1

Captur implements and maintains physical, technical and administrative security measures designed to protect Customer Data from unauthoris     ed access, destruction, use, modification or disclosure. Captur also maintains a compliance program that includes independent third-party audits and certifications.

7.2

Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Applicable Data Protection Laws.

7.3

Captur as Controller: Captur collects certain data and information about Customer in connection with its use of the Services and otherwise in connection with the Agreement.  Captur collects and uses all such Customer Personal Data and information in accordance with its Privacy Policy, which Customer acknowledges.  Captur uses analytics techniques to better understand how the Services are being used in order to improve the Services. These techniques and the type of data collected is also detailed in the Privacy Policy.

7.4

Captur as Processor: If Customer is in the EU, UK, Switzerland or are otherwise subject to the territorial scope of EU GDPR, the UK GDPR or equivalent legislation in Switzerland, to the extent that Captur is processing the Customer Personal Data as a processor on behalf of the Customer, without prejudice to the generality of clause 7.2, the parties agree to comply with the terms of Schedule 2 (Data Processing Addendum). In relation to the Customer Personal Data, Schedule 2 (Data Processing Addendum)  sets out the scope, nature and purpose of processing by Captur, the duration of the processing and the types of personal data and categories of data subject.

8.1

Captur undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care, in a workmanlike manner and in accordance with good industry practice.

8.2

The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Captur's instructions, or modification or alteration of the Services by any party other than Captur or Captur's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Captur 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 8.1.  

8.3

Captur:

8.3.1

has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement;

8.3.2

does not warrant that:

8.3.2.1

the Customer's use of the Services will be uninterrupted or error-free; or

8.3.2.2

that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or

8.3.2.3

the Software or the Services will be free from Vulnerabilities or Viruses; and

8.3.3

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 and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4

The Agreement shall not prevent Captur from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

9.1

The Customer shall:

9.1.1

provide Captur with:

9.1.1.1

all necessary cooperation in relation to the Agreement; and

9.1.1.2

all necessary access to such information as may be required by Captur,

in order to provide the Services including, but not limited to, Customer Data, security access information and configuration services;

9.1.2

without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;

9.1.3

carry out all other Customer responsibilities set out in the 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, Captur may adjust any agreed timetable or delivery schedule as reasonably necessary;

9.1.4

ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User's breach of the Agreement;

9.1.5

if applicable, obtain and shall maintain all necessary licences, consents, and permissions necessary for Captur, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;

9.1.6

ensure that its network and systems comply with the relevant specifications provided by Captur from time to time; and

9.1.7

be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Captur’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.

10.1

In consideration for payment of the Fees, Captur will provide the Services to the Customer in accordance with the Agreement during the Term.  The Customer will pay Captur the Fees, and any additional applicable fees related to the Services, as stated in the Order Form in accordance with this clause.

10.2

Captur shall invoice the Customer:

10.2.1

on the Effective Date for the Onboarding Fee, as applicable; and

10.2.2

following each Payment Period, for the Subscription Fee payable in respect of such Payment Period,

and, unless otherwise agreed in the Order Form, the Customer shall pay each invoice within 30 days after the date of such invoice.

10.3

If Captur has not received payment of any portion of the Fees in accordance with clause 10.2, and without prejudice to any other rights and remedies of Captur:

10.3.1

Captur may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Captur shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

10.3.2.

interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then-     current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.

10.3.3.

If the Customer disputes a payment in good faith, then interest payable under clause 10.3.2 shall only be payable on sums found or agreed to be due from seven (7) days after the dispute is resolved.

10.4.

Captur shall be entitled to increase the Subscription Fee and/or the Onboarding Fee, at the start of each Renewal Period upon 60 days' prior notice to the Customer or as otherwise agreed between the Parties in writing from time to time, and the Order Form shall be deemed to have been amended accordingly.

10.5.

If the Customer has bespoke requirements and/or wishes to add any bespoke amendments in respect of the Services, the Customer shall notify Captur in writing setting out such request in sufficient detail and clarity. Captur shall evaluate such request and respond to the Customer with approval or rejection of the request. Where Captur approves the request, Captur shall agree a scope of work, additional fees and/or timetable, as required, with the Customer in order to implement such request.

10.6.

All amounts and fees stated or referred to in the Agreement:

10.6.1.

shall be payable in the currency stated in respect of the Fees on the Order Form;

10.6.2.

are non-cancellable and non-refundable;

10.6.3.

are exclusive of value added tax, which shall be added to Captur's invoice(s) at the appropriate rate.

11.1

The Customer acknowledges and agrees that Captur and/or its licensors own all Intellectual Property Rights in the Software, Services and the Documentation. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights or any other rights or licences in respect of the Software, Services or the Documentation.
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11.2

Captur confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

11.3

If Customer provides any feedback to Captur concerning the functionality or performance of the Services (including identifying potential errors and improvements) (collectively, “Feedback”), Customer hereby agrees to assign and does assign to Captur all right, title and interest in and to the Feedback, and Captur is free to use such Feedback without payment or restriction.  Notwithstanding the provisions of clause 13 (Confidentiality), Customer may not designate Feedback as its Confidential Information to the extent that such Feedback relates to the Services.

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12.1.

The Customer shall own all right, title and interest in and to all of the Customer Data (including Customer Personal Data) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data and for backing it up.

12.2.

In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Captur shall be for Captur to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Captur in accordance with its then current archiving procedure. Captur shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Captur to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under the Agreement.

12.3.

The Customer hereby grants to Captur an irrevocable, worldwide, non-exclusive, non-transferable, perpetual licence, commencing on the Commencement Date, to use anonymised and/or aggregated data derived from the Customer Data available via Records and use of the Software (whether anonymised and/or aggregated with the data of other customers of Captur or not) as training data for the Software in order to improve its machine learning algorithms and/or models as well as for data analytics to evaluate, administer, protect and improve the Services/Software (as applicable) and Captur’s rights in this clause shall survive termination or expiry of the Agreement, however arising (“Derived Data”).

13.1.

Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the Commencement Date in connection with the Agreement, including but not limited to:

13.1.1.

the terms of the Agreement;

13.1.2.

any information that would be regarded as confidential by a reasonable business person relating to:

13.1.2.1.

the business, assets, affairs, customers, clients, Capturs, plans , intentions, or market opportunities of the disclosing party; and

13.1.2.2.

the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;

13.1.3.

any information developed by the parties in the course of carrying out the Agreement and the parties agree that:

13.1.3.1.

details of the Services, and the results of any Pilot Period, targets or performance tests of the Services, including models, classifications and metadata, shall constitute Captur Confidential Information; and

13.1.3.2.

Customer Data shall constitute Customer Confidential Information. For the avoidance of doubt, subject to clause 12.3, Derived Data shall not be considered Confidential Information.

13.2.

“Representatives” means, in relation to a party, its employees, officers, contractors and professional advisers.

13.3.

Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement (“Permitted Purpose”). A party's Confidential Information shall not be deemed to include information that:

13.3.1.

is or becomes publicly known other than through any act or omission of the receiving party;

13.3.2.

was in the other party's lawful possession before the disclosure;

13.3.3.

is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

13.3.4.

is independently developed by the receiving party, which independent development can be shown by written evidence.

13.4.

A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

13.4.1.

it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

13.4.2.

at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

13.5.

Subject to clause 13.6, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party (except as permitted by this clause 13), or use the other's Confidential Information for any purpose other than the implementation of the Agreement      in respect of the Permitted Purpose, provided that Captur is permitted to use Derived Data as set out in clause 12.3.

13.6.

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 Representatives in violation of the terms of the Agreement.

13.7.

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 13.7, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

13.8.

In consideration of the disclosure by Captur to the Customer of the Software and the Confidential Information for the purpose of the Objective, the Customer undertakes that it will respect and preserve the confidentiality of the Confidential Information for a period of five years after the date of termination or expiry of the Agreement, howsoever arising.

13.9.

No party shall make, or permit any person to make, any public announcement concerning the 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.

13.10

The above provisions of this clause 13 shall survive termination or expiry of the Agreement, however arising.

14.1.

Captur shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with the Agreement infringes any Intellectual Property Rights of a third party, and shall indemnify the Customer for any amounts awarded against the Customer in judgement or settlement of such claims, provided that:

14.1.1.

Captur is given prompt notice of any such claim;

14.1.2.

the Customer provides reasonable co-operation to Captur in the defence and settlement of such claim, at Captur's expense; and

14.1.3.

Captur is given sole authority to defend or settle the claim.

14.2.

In the defence or settlement of any claim, Captur 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 the Agreement on 2 Normal Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

14.3.

In no event shall Captur, its employees, agents and subcontractors be liable to the Customer to the extent that the alleged infringement is based on:

14.3.1.

a modification of the Services or Documentation by anyone other than Captur; or

14.3.2

the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Captur; or

14.3.3.

the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Captur or any appropriate authority.

14.4.

The foregoing states the Customer's sole and exclusive rights and remedies, and Captur's (including Captur's employees', agents' and subcontractors') entire obligations and liability, for liability arising from any infringement of Intellectual Property Rights.

15.1.

Except as expressly and specifically provided in the Agreement:

15.1.1.

the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer and for conclusions drawn from such use (including all actions taken or omissions made by the Customer arising from the information it receives from its use of the Services). Captur shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Captur by the Customer in connection with the Services, or any actions taken by Captur at the Customer's direction; and

15.1.2

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 the Agreement.    

15.2.

Nothing in the Agreement excludes the liability of either party:

15.2.1.

for death or personal injury caused by Captur's negligence;

15.2.2.

for fraud or fraudulent misrepresentation; or

15.2.3.

any other liability which cannot be limited or excluded by applicable law.

15.3.

Subject to 15.1 and 15.2:

15.3.1.

neither party shall 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 pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and

15.3.2.

each party’s total aggregate liability in contract (including in respect of the indemnity at clause 14), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement, shall be limited to the total sum of Fees paid during the 12 months immediately preceding the date on which the claim arose.

16.1.

The Customer may terminate the Agreement without cause by providing 60  days prior written notice before the end of  the Initial Subscription Term or any Renewal Term.

16.2.

Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

16.2.1.

the other party fails to pay any amount due under the 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;

16.2.2.

the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

16.2.3.

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, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

16.2.4.

the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

16.2.5.

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

16.2.6.

an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

16.2.7.

the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

16.2.8.

a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

16.2.9.

a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

16.2.10.

any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 16.2.3 to 16.2.9 (inclusive); or

16.2.11.

the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

16.2.12.

the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

16.3.

On termination of the Agreement for any reason:

16.3.1.

all licences granted by Captur to Customer under the Agreement, including the User Subscription, shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

16.3.2.

each party shall return and make no further use of any equipment, Confidential Information, property, Documentation and other items (and all copies of them) belonging to the other party;

16.3.3.

Captur may destroy or otherwise dispose of any Customer Data (including Customer Personal Data) in its possession unless, subject to clauses 12.2, Captur receives, no later than 10 days after the effective date of the termination of the Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Captur shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Fees and charges outstanding at termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Captur in returning or disposing of Customer Data. Any obligation to destroy Customer Data shall be subject to the licence in clause 12.3; and

16.3.4.

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.

17.1.

Captur shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation:

17.1.1.

acts of God, flood, drought, earthquake or other natural disaster;

17.1.2.

epidemic or pandemic;

17.1.3.

terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

17.1.4.

nuclear, chemical or biological contamination or sonic boom;

17.1.5.

any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

17.1.6.

collapse of buildings, fire, explosion or accident;

17.1.7.

any labour or trade dispute, strikes, industrial action or lockouts; and

17.1.8.

non-performance by Capturs or subcontractors,

provided that the Customer is notified of such an event and its expected duration.

If there is an inconsistency between any of the provisions of the Agreement and the Order Form, the provisions in the Order Form shall prevail.

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

No failure or delay by a party to exercise any right or remedy provided under the 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 or remedy.

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

22.1.

If any provision or part-provision of the 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 the Agreement.

22.2.

If any provision or part-provision of the Agreement is deemed deleted under this clause 22,  the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23.1.

The 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.

23.2.

Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

23.3.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

23.4.

Nothing in this clause shall limit or exclude any liability for fraud.

24.1.

Save as set out in clause 24.2, neither party shall, without the prior written consent of the other party (not to be unreasonably withheld, delayed or conditioned), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

24.2.

Captur 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 the Agreement.

Nothing in the 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).

The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

27.1.

Any notice required to be given under the Agreement shall be in writing and shall be:

27.1.1.

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 the Agreement     , or such other address as may have been notified by that party for such purposes; or

27.1.2.sent by email to, the e-mail address for each party set out on the Order Form.

27.2.

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law 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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).

Customer Success

1. Captur will provide support services to the Customer via shared communication channels, including email, via hello@captur.ai, or in-app chat within Normal Business Hours.

2. In the event that, for any reason, access to the Services is not available outside Normal Business Hours as outlined in clause 5.2, the Customer will be able to contact Captur via methods listed above in order to report such unavailability.

Uptime‍

1. In the event of a non-critical out of hours request, Captur will follow up with the affected team(s) and or Customer stakeholder(s) in as timely a manner as possible, in line with Good Industry Practice.

2. In the event of a critical platform outage, defined by core functionality being unavailable or offline, Captur will use its reasonable endeavours to notify the teams within 1 hour of identifying the critical platform outage, and will provide regular, periodic status reports to the Customer until the critical platform outage is resolved to the extent reasonably practical.

Captur will notify Company of any proposed changes to this Schedule and give the Customer an opportunity to comment and or object to such changes.