Standard Terms and Conditions 2024

Last updated 3 April 2024

These Standard Terms and Conditions ("the Terms"), together with the Order Form and any other documents appended to or referenced therein, constitute a legal agreement ("the Agreement") between the Customer (as defined below) and the Visionable Entity listed in the Order Form ("Visionable").

THE INDIVIDUAL WHOSE SIGNATURE APPEARS IN THE ORDER FORM REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND THE CUSTOMER TO THE AGREEMENT, IN WHICH CASE THE TERM "CUSTOMER" REFERS TO THAT ENTITY.

Visionable will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to the Agreement (whether or not it would materially alter the Agreement) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise (including the terms of any purchase order), unless Visionable specifically agrees to such provision in writing and signed by an authorized agent of Visionable. A downloadable copy of the Terms is available at https://visionable.com/terms-conditions/

1.  INTERPRETATION

1. The definitions and rules of interpretation set out in Schedule 1 (Definitions) shall apply in the Terms.
2. In the Terms, any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
3. In the Terms, a reference to "writing" or "written" includes email but not fax.
4. If there is a conflict between an Order Form and the Terms, then the Order Form shall take precedence.

2. USE OF THE SERVICES

1. Visionable grants to the Customer a non-exclusive, non-transferable, non-sub-licensable right to permit the Users to use the Services and the Documentation for the Term solely for the Customer’s internal business purposes.
2. The Customer acknowledges that Visionable does not sell the Software or Documentation and remains the owner of the Software and Documentation at all times.
3. In relation to the Services, the Customer undertakes that:

1. each Dedicated User ID shall only be used to access the Services by the User to whom it has been assigned. Use by any other person shall be a breach of the right of use granted in Clause 2.1.
2. the maximum number of Users that it authorises to access and use the Services and the Documentation shall not exceed the User Limit;
3. it shall (and shall ensure that the Users shall):

1. cooperate with Visionable in all matters relating to the Services;
2. grant Visionable, its employees, agents, consultants and subcontractors, access to the Customer's premises, office accommodation and other facilities as reasonably required by Visionable to provide the Services;
3. provide Visionable with such information and materials as Visionable may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4. comply with any additional obligations as set out in the Specification;
5. only use the Services in compliance with all applicable laws and regulations, including Data Protection Laws;

4. it shall not (and shall ensure that the Users shall not):

1. permit any unauthorised or unlawful use of the Services;
2. copy or reproduce in any way the whole or part of the Software or any information or other material or Documentation relating to the same, save to the extent permitted by law or the Terms;
3. attempt to ascertain or list the source programs or source code relating to the Software;
4. decompile, reverse engineer, dissemble or translate the Software into any other computer language or attempt to do so, save to the extent permitted by law;
5. modify, alter or in any way interfere with the Software, Documentation or data (other than the Customer Data) or merge the same with any other data, programs, material, information or documents save to the extent permitted by law;
6. knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts or agents.

5. it shall use best endeavours to prevent any unauthorised use of the Services and immediately notify Visionable in writing of any unauthorised use that comes to Customer’s attention. If there is unauthorised use by anyone who obtained access to the Services directly or indirectly through the Customer, the Customer shall take all steps reasonably necessary to terminate the unauthorised use. The Customer will cooperate and assist with any actions taken by Visionable to prevent or terminate unauthorised use of the Software or the Documentation.

1. If the Customer provides any feedback to Visionable regarding the functionality and performance of the Services (including identifying potential errors and improvements) ("Feedback"), Customer hereby assigns to Visionable, at no additional cost, all right, title, and interest in and to the Feedback.
2. The Customer shall defend, indemnify and hold harmless Visionable against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Software, Services and/or Documentation, provided that:

1. the Customer is given prompt notice of any such claim;
2. Visionable provides reasonable cooperation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
3. the Customer is given sole authority to defend or settle the claim.

3. PROVISION OF THE SERVICES

1. Visionable shall supply the Services to the Customer with reasonable care and skill and in accordance with the Specification in all material aspects.
2. Visionable reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Visionable shall notify the Customer in any such event.
3. Visionable will, as part of the Services and in consideration of the Fees, provide the Customer with the Support Services in accordance with the Support Services Policy. If the Customer wants to upgrade to a higher Service Management Option, it shall notify Visionable in writing. Visionable shall implement such upgrade by the first day of the following month and the Fees shall be increased accordingly to reflect such upgrade.
4. Visionable may amend, modify, or upgrade the functionality and the look and feel of the Software and Documentation from time to time ("Update"). Any Update shall be made in good faith by Visionable and Customer assumes sole responsibility for procuring and maintaining the Environment and correctly installing the Update in order to make proper use of the same. Where an Update requires enhancements to the Environment, the Customer shall procure and implement such enhancements. If the Software becomes unusable due to the incompatibility of the Environment with the Update, this shall not be considered a breach of the Agreement by Visionable and Visionable shall be entitled to suspend the Customer's access to the Services until such time as the Environment is enhanced by the Customer to state which allows the execution of the Software.
5. Visionable does not warrant that the Services will be uninterrupted or error free or that such errors can be corrected, or that any new version will not affect the functionality of the Software or Documentation.
6. The Customer acknowledges and accepts that the Services (including any management intelligence reporting) are provided "AS-IS" without any warranty of any kind, whether express or implied including, but not limited to, warranties as to the accuracy of the information and any implied warranties of satisfactory quality and / or fitness for a particular purpose.  Visionable does not warrant that the services will be uninterrupted or error free or that such errors can be corrected, or that any new version will not affect the functionality of the Services.
7. In order to provide the Services , Visionable uses reputable third party hosting providers (the "Hosting Provider"). To the extent there is a failure in the hosting services and the Customer suffers any losses, Visionable shall use all reasonable endeavours to recover such losses from the Hosting Provider, and Visionable’s liability for all such losses shall be limited to the amount it is able to recover from the Hosting Provider and apportion in respect of the Customer’s losses.

4. HARDWARE

General

8. Visionable shall supply and the Customer shall purchase such Hardware as may be specified under the Order Form in accordance with the terms of this Agreement.
9. The risk of loss, theft, damage or destruction of the Hardware shall pass to the Customer on Delivery. Title to the Hardware shall not pass to the Customer until Visionable receives payment in full (in cleared funds) for the Hardware and all other sums that are due to Visionable from the Customer for sales of Hardware.
10. Until title to the Hardware has passed to the Customer:

1. the Customer shall:

1. store the Hardware separately from all other goods held by the Customer so that it remains readily identifiable as Visionable’s property;
2. not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware;
3. maintain the Hardware in satisfactory condition and keep it insured on Visionable’s behalf for their full price against all risks with a reputable insurer. The Customer shall obtain an endorsement of Visionable’s interest in the Hardware on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow Visionable to inspect the Hardware and the insurance policy; and

2. if Visionable becomes entitled to terminate this Agreement pursuant to Clause 6.4, then (without limiting any other right or remedy Visionable may have) immediately on Visionable’s request, the Customer shall: (i) deliver up all Hardware in its possession; and (ii) allow Visionable to enter any premises of the Customer or of any third party where the relevant Hardware is stored to recover it.

11. The Customer shall, notwithstanding that title to the Hardware may have passed to it during the term of this Agreement:

1. ensure that the Hardware are kept safe and secure;
2. be responsible for agreeing to, and complying with, all Third Party Terms of use and licensing terms applicable to the Purchased Products and the software contained within it;
3. maintain suitable insurance to cover the full replacement cost of the Hardware; and
4. follow Visionable’s and the relevant Third Party Provider’s written instructions for the storage, commissioning, installation, use and maintenance of the Hardware ("Instructions") (or (if there are none) good trade practice regarding the same), and shall not, except where strictly required to do so to comply with the Instructions: (i) modify the Hardware; (ii) use the Hardware with any equipment or peripherals which are not supplied or approved by Visionable; (iii) use the Hardware outside of the manufacturer’s recommended manner of use; and (iv) themselves perform, or permit any third party to perform, any support or maintenance in respect of the Hardware.

12. The Customer shall, if requested by Visionable, update any software (including, without limitation, firmware) on the Hardware.

Delivery and installation

13. Subject to the Customer’s payment in full of the applicable Fees, Visionable shall use reasonable endeavours to deliver (at the delivery address specified in the Order Form or otherwise agreed between the parties in writing from time to time ("Delivery Address")) the applicable Hardware on or before any  delivery date specified in the Order Form ("Delivery Date"). Delays in the delivery of such items shall not entitle the Customer to: (a) refuse to take delivery of such items; (b) claim damages; or (c) terminate this Agreement. Visionable shall have no liability for any failure or delay in delivering or installing any hardware or equipment to the extent that any failure or delay is caused by the Customer's failure to comply with its obligations under this Agreement.
14. The Customer shall procure that its authorised representative is present for the delivery of the Hardware. If such representative is not present, Visionable shall be entitled to charge the Customer all storage and redelivery costs and related expenses (including insurance). Acceptance by the Customer's authorised representative of Delivery (or, where applicable, installation) shall constitute conclusive evidence that the Customer has examined the Hardware and has found the same to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by Visionable, the Customer's duly authorised representative shall sign a receipt confirming such acceptance. The Customer shall only be entitled to reject the Hardware for Non-Compliance (as defined in Clause 4.8).

Hardware warranties

15. Visionable warrants that the Hardware when delivered by Visionable, shall materially comply with its Specification and any manufacturer’s warranty given to Visionable by the manufacturer (to the extent that such warranty is transferable to the Customer). The Customer must notify Visionable of any non-compliance of the Hardware within the warranty set out in this Clause 4.8 ("Non-Compliance"; "Non-Compliant" shall be construed accordingly) within seven days of Delivery of same. The Customer acknowledges that this provides sufficient time for the Customer to carry out a full, detailed, inspection of the Hardware. Provided that such Non-Compliance is not caused by the Customer and / or fair wear and tear, and does not result from any breach of this Agreement by the Customer, Visionable will use reasonable endeavours to replace the same within three (3) weeks of the Non-Compliance being notified to Visionable. Unless otherwise agreed in writing, delivery of any replacements will be conditional on the simultaneous return of the Non-Compliant items. If any such returned items are Non-Compliant, but the Non-Compliance is caused by the Customer (as determined by Visionable), then the Customer shall reimburse Visionable for the costs of any repairs required to put such items in good and working condition. The provisions of this Clause 4.8 set out the Customer’s sole and exclusive remedy in respect of any Non-Compliant or faulty elements of the Hardware. The terms of this Agreement shall apply to any repaired or replacement elements of the Hardware supplied by Visionable.

9. Notwithstanding the provisions of Clause 4.8, insofar as the Hardware comprises or contains equipment or components which were not manufactured or produced by Visionable, the Customer shall be entitled only to such warranty or other benefit as Visionable has received from the relevant manufacturer.

5. FEES AND PAYMENT

1. In consideration of Visionable’s supply of the Services and the Hardware, the Customer will pay Visionable the Fees.
2. Unless otherwise specified in the Order Form, the Customer shall pay all amounts due within 30 days of the date of the applicable invoice. Amounts not paid when due will be subject to interest, accrued on a daily basis at an annual rate equal to 3% 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 judgment.
3. Without prejudice to Clause 5.2 and Visionable’s other rights under the Agreement, where any amounts remain due by the Customer for more than 7 days, Visionable shall be entitled to suspend the Customer's access to the Services until such time as the Customer has paid all outstanding sums.
4. Visionable shall be permitted to monitor the Customer’s and its Users’ usage of the Services.

1. in the event that the Customer’s (including its Users’) usage of the Services is close to the User Limit, then Visionable shall notify the Customer of the same; and
2. in the event that the Customer exceeds the User Limit, Visionable shall be entitled to suspend the Customer's access to the Services until such time as the Customer has purchased additional Users at the Additional User Rate.

1. Other than net income taxes imposed on Visionable, the Customer shall bear all taxes, duties, and other governmental charges, including but not limited to sales taxes, resulting from the Agreement.
2. Visionable shall be entitled to increase the Fees annually during the Agreement, provided that such increase shall not be higher than the increase of the Consumer Price Index for the 12 month preceding the increase.

6. TERM AND TERMINATION

1. The Agreement shall commence on the Effective Date and shall continue for the Initial Period after which it shall automatically renew for consecutive twelve (12) month periods (each a "Renewal Period"), except as terminated in accordance with this Clause 6.
2. Either party may terminate the Agreement at the end of the Initial Period or any Renewal Period by giving the other party not less than three (3) months' prior written notice, such notice to expire on the next anniversary of the Effective Date (unless another date is agreed in writing between the parties).
3. Notwithstanding Clause 5.6, Visionable may increase the Fees applicable to any applicable Renewal Period, provided that it gives the Customer notice of such increase no later than fourteen (14) days before the last day on which termination notice under Clause 6.2 may be served.
4. Either party may serve a notice on the other party to terminate the Agreement with immediate effect if the other party:

1. is in material breach of any of the terms of the Agreement and, where the breach is capable of remedy, the other party fails to remedy such breach within thirty (30) days’ service of a written notice, specifying the breach and requiring it to be remedied. For the avoidance of doubt, failure to pay any sums due under or in connection with the Agreement in accordance with Clause 5, or breach of the undertakings in Clause 2.3, shall constitute such a breach; or
2. has a winding up petition presented or enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of amalgamation or reconstruction without insolvency) or makes an arrangement with its creditors or petitions for an administration order or has a receiver, administrator or manager appointed over any of its assets, or a court or arbiter with authority to so determine, determines that the debtor is unable to pay its debts.

1. If the Agreement is terminated for any reason:

1. unless specifically stated otherwise in the Agreement, any Fees and other amounts (including expenses) owed to Visionable under the Agreement, shall be immediately due and payable and any and all liabilities accrued prior to the effective date of the termination (including the obligation to pay the Fees due until the end of the Initial Period or relevant Renewal Period, as applicable) will survive;
2. all licences granted under the Agreement shall cease and the Customer shall have no further access to the Services and Visionable will shall have no obligation to maintain, make available, or otherwise provide access to any Customer Materials, except as otherwise agreed by the parties (e.g., Visionable may offer the Customer assistance in extracting Customer Materials that may remain in Visionable’s systems after termination, chargeable at Visionable’s then-current rates);
3. Visionable shall endeavour (but not be obliged to) delete all Customer Materials within 60 days after the termination of the Agreement;
4. the Customer shall immediately return to Visionable any property belonging to Visionable, including any Hardware in respect of which title has not yet passed to the Customer. If the Customer fails to do so, then Visionable may enter the Customer's premises and take possession of the items in question. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping;
5. if the Customer wishes to retain a copy of any Customer Materials after termination, the Customer shall be responsible for downloading that copy of Customer Materials before termination.

7. PROPRIETARY RIGHTS

1. The Customer acknowledges that all Intellectual Property Rights in the Software, Documentation and Services ("Proprietary Materials") are and shall continue to be the property of Visionable and / or its third party licensors. The Customer shall, and shall procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose giving full effect to this Clause 7.1 and ensuring that the Intellectual Property Rights in the Proprietary Materials vest in Visionable.
2. The Customer shall not remove or obliterate any copyright, trade mark or proprietary rights notices of Visionable from the Software or the Documentation.
3. Visionable acknowledges that the Customer Materials remain the sole property of the Customer. The Customer grants to Visionable a non-exclusive and non-transferable right to use the Customer Materials for the Term to enable the exercise of Visionable’s rights and obligations under the Agreement. The Customer acknowledges and agrees that it shall be solely responsible for the legality, reliability, integrity, accuracy and quality of the Customer Materials.
4. Where Visionable provides third-party products in connection with the Services pursuant to the terms of an agreement between the Customer and the third party, Visionable assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any third party products.
5. Visionable shall indemnify and keep the Customer indemnified against all liabilities, damages, costs, actions, proceedings, claims arising from or suffered by the Customer by reason of any third party claim that use of the Software by the Customer in accordance with the Agreement infringes that third party's Intellectual Property Rights ("Intellectual Property Infringement"), provided that:

1. the Intellectual Property Infringement claim has not arisen as a result of the Customer using or combining the Software with any equipment, programs or materials not supplied or authorised by Visionable;
2. the Intellectual Property Infringement claim has not arisen as a result of the Customer modifying, adapting, reverse engineering, decompiling and / or disassembling the Software;
3. the Customer gives notice to Visionable of any Intellectual Property Infringement within five (5) Business Days of becoming aware of the same;
4. the Customer gives Visionable sole conduct of the defence to any claim or action in respect of any Intellectual Property Infringement and does not admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of Visionable; and
5. the Customer acts in accordance with the reasonable instructions of Visionable and gives to Visionable such assistance as it shall reasonably require in respect of the conduct of the said defence.

1. If an Intellectual Property Infringement is proven, Visionable shall at its sole option either:

1. procure for the Customer the right to continue using the Services; or
2. replace or modify the Services with non-infringing substitutes provided that such substitutes will not materially prejudice the Customer’s use of the Services and that such substitution will be carried out so as to avoid or reduce insofar as possible any interruption to the Customer’s business operations.

8. CONFIDENTIALITY

1. Each party that receives ("Receiving Party") Confidential Information from the other ("Disclosing Party"), whether before or after the date of the Agreement shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with Clause 8.2 or Clause 8.3; and (iii) not use the Confidential Information for any purpose other than the performance of its obligations or its enjoyment of rights under the Agreement ("Permitted Purpose").
2. The Receiving Party may disclose Confidential Information to any of its officers, directors, employees, agents and advisers who reasonably need to know for the Permitted Purpose (each a "Permitted Third Party"), provided that the Receiving Party shall remain liable to the Disclosing Party for the acts, omissions, and compliance with the terms of this Clause 8 of such Permitted Third Party as if such Permitted Third Party were the Receiving Party (and a party to the Agreement).  The Receiving Party shall ensure that each Permitted Third Party is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Clause 8.
3. If required by law, the Receiving Party may disclose Confidential Information to a court or regulatory authority or agency, provided that the Receiving Party shall (if legally permissible) provide reasonable advance notice to the Disclosing Party and co-operate with any attempt by the Disclosing Party to obtain an order for providing for the confidentiality of such information.

9. DATA SECURITY AND PRIVACY

1. Both parties will comply with all applicable requirements of Data Protection Laws. This Clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Laws.
2. The Processing of Personal Data under the Agreement shall be governed by Schedule 2 (Data Protection).

10. LIMITATIONS OF LIABILITY

1. Neither party excludes or limits its liability (if any) to the other party for:

1. personal injury or death resulting from its negligence;
2. fraud or fraudulent misrepresentation; or
3. any matter which it would be illegal to exclude or to attempt to exclude liability.

1. Save as provided for in Clause 10.1, Visionable will be under no liability to the Customer under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any:

1. loss of profits;
2. loss of business;
3. depletion of goodwill and / or similar losses;
4. pure economic loss; or
5. special, indirect or consequential loss, cost, damages charges.

1. The Customer agrees that it will have no remedy in respect of any untrue statement or representation made to it upon which it relied in entering into the Agreement and that its only remedies can be for breach of contract (unless the statement was made fraudulently).
2. Visionable’s total aggregate Contractual Liability to the Customer under or in connection with the Agreement,  whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed an amount equal to the Fees paid or payable by the Customer to Visionable under the Agreement in respect of the calendar year during which the Customer suffers the relevant loss.  "Contractual Liability" means liability howsoever arising under or in relation to the subject matter of the Agreement that is not: (i) unlimited by virtue of Clause 10.1; or (ii) excluded pursuant to Clauses 10.2 or 10.3.
3. Except as expressly provided in the Terms, Visionable hereby excludes any implied condition or warranty concerning the merchantability, quality or fitness for purpose of the Services whether such condition or warranty is implied by statute or common law.
4. Neither party shall be in breach of the Agreement or otherwise liable to the other party in any manner whatsoever to the extent that it is prevented from performing any or all of its duties and obligations under the Agreement directly or indirectly as a result of a Force Majeure Event.

11. GENERAL

1. Relationship. Visionable will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of the Agreement.
2. Assignment. Neither party may assign its right, duties, and obligations under the Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign its right, duties, and obligations under the Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfil all of the assigning party’s obligations under the Agreement.
3. Subcontractors. Visionable may utilise a subcontractor or other third party to perform its duties under the Agreement so long as Visionable remains responsible for all of its obligations under the Agreement.
4. Users. The actions of all Users are attributable to Customer for all purposes. The Customer will ensure that (i) each User strictly complies with all of the terms and conditions of the Agreement and the applicable documentation and (ii) any use of the Services by Customer and its Users must, in the aggregate, be within the scope of use restrictions designated in the Agreement.
5. Notices. Any notice required or permitted to be given in accordance with the Agreement will be effective if it is in writing and sent either by (i) certified or registered mail, return receipt requested; or (ii) email, to the appropriate party, at the address or email address set forth on the signature page of the Agreement. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section (e). Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
6. Governing Law and Jurisdiction. Agreements by and between Visionable, and the Customer will be interpreted, construed, and enforced in all respects in accordance with the laws of England and Wales. Each party hereby irrevocably agrees that the courts of England 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).
7. Press Releases. Visionable may: (i) issue a press release announcing the relationship contemplated by the Agreement; and (ii) otherwise throughout the Term identify the Customer as Visionable’s customer in Visionable’s customer list, on Visionable’s website, and in Visionable’s marketing materials using Client’s name, trademarks, and/or logos (provided that in all such instances Visionable’s use of Customer’s trademarks or logos will be subject to Customer’s style guidelines, if any).
8. Waiver. The waiver by either party of any breach of any provision of the Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with the Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of the Agreement.
9. Severability. If any part of the Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of the Agreement will remain in full force and effect.
10. Counterparts. The Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement.
11. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this 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 this Agreement.
12. Variation. Visionable reserves the right to update this Agreement (other than the Order Form) by providing notice to the Customer or by posting the updated version on its website (such updated version to be posted at https://visionable.com/terms-conditions/ or at such other web address as Visionable may determine from time to time). Except as expressly set out herein, no amendment or change to the Order Form will be binding on either party unless it is made in writing and signed by (or on behalf of) both parties.

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SCHEDULE 1 (DEFINITIONS)

"Add-Ons" shall have the meaning given to it in the Order Form;

"Additional User Rate" shall have the meaning given to it in the Order Form;

"Confidential Information" means all information on any medium in respect of the business and financing of the parties, including any ideas, business methods, finance, prices, business, financial, marketing, development, manpower plans, market opportunities, processes, plans, intentions, product information, design rights, trade secrets, customer lists or details, computer systems, software, and know-how belonging to and imparted by either party, any other matters connected with the products or services manufactured, marketed, provided or obtained by the parties, and information concerning the parties' relationships with actual or potential clients or customers and the needs and requirements of such persons or operations;

"Contractual Liability " shall have the meaning given to it in Clause 10.4;

"Customer" means the legal entity receiving the Services, which is a party to the Agreement, as specified in the Order Form;

"Customer Data" means the data inputted by the Customer, Authorised Users, or Visionable on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services;

"Customer Materials" means any materials provided by the Customer to Visionable to enable the supply of the Services, including the Customer Data;

"Data Protection Laws" means the laws and regulations regarding the handling of Personal Data, applicable to a particular set of processing of Personal Data, including, but not limited to UK Data Protection Law;

"Dedicated User ID" means an account for access to the Services, which is unique for each User;

"Delivery" means completion of unloading of the Hardware at the Delivery Address;

"Delivery Address" has the meaning given in Clause 4.6;

"Delivery Date" has the meaning given in Clause 4.6;

"Disclosing Party" shall have the meaning given to it in Clause 8.1;

"Documentation" means the documents made available to the Customer by Visionable from time to time which sets out a description of the Services and the user instructions for the Services;

"Effective Date" shall have the meaning given to it in the Order Form;

"Environment" means the hardware, software, and telecommunications/network environment of the Customer which is used to receive the Services;

"Feedback" shall have the meaning given to it in Clause 2.4;

"Fees" means the fees payable by the Customer to Visionable for the Services and the Hardware as set out in the Order Form;

"Force Majeure Event" means any acts, events, omissions or accidents beyond a parties' reasonable contemplation and control including, without limitation, strikes, lockouts or other industrial disputes (whether involving the work force of the party so prevented or any other party), protest, act of God, war, riot, civil commotion, terrorism, pandemics, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm, default of suppliers or subcontractors, or unavailability of or issues in third party networks or services, including the Internet;

"Hardware" means the hardware specified in the Order Form to be sold by Visionable to the Customer pursuant to Clause 4;

"Hosting Provider" shall have the meaning given to it in Clause 3.6 and further specified in the Order Form;

"Hardware Support Services" means maintenance of the Hardware, as more particularly described in the Specification;

"Initial Period" shall have the meaning given to it in the Order Form;

"Intellectual Property Infringement" shall have the meaning given to it in Clause 7.5;

"Intellectual Property Rights" means any and all patents, trademarks, trade names, service marks, logos, copyright, moral rights, rights in design, rights in databases, know-how, Confidential Information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto;

"Order Form" means the Visionable order form (which references these Terms) executed by the parties pursuant to which Visionable may provide (as the case may be): (a) Software; (b) Services; and / or (c) Hardware;

"Permitted Purpose" shall have the meaning given to it in Clause 8.1;

"Permitted Third Parties" shall have the meaning given to it in Clause 8.2;

"Personal Data", "Process", "Processor", "Controller" and "Data Subject" shall have the meaning given to them in UK Data Protection Law;

"Professional Services" means any professional services, including consultancy, software development, configuration, and / or training, set out in the Order Form (excluding Support Services or making available the Software and Documentation);

"Proprietary Materials" shall have the meaning given to it in Clause 7.1;

"Receiving Party" shall have the meaning given to it in Clause 8.1;

"Recording Functionality" means a feature of the Software which can be enabled or disabled at the Customer’s request, which, when enabled, allows for the recording of video calls between Users via use of the Software;

"Renewal Period" shall have the meaning given to it in Clause 6.1;

"Services" means the subscription services provided by Visionable to the Customer under the Agreement and includes access to and use of the Software and the Documentation, as well as the Professional Services, Support Services and Hardware Support Services;

"Service Management Option" means the Customer’s chosen level of Support Services (as more particularly described in the Support Services Policy), as selected in the Order Form and as may be changed from time to time;

"Software" means the online software applications provided by Visionable as part of the Services, including the Add-Ons, as specified in the Order Form, as Updated from time to time;

"Specification" means the description or specification of the Services and (where applicable) the Hardware provided in the Order Form, including, where applicable, the Scope of Work, appended to the Order Form;

"Support Services" means maintenance of the then-current version or release of the Software in accordance with the Service Management Option;

"Support Services Policy" means Visionable’s policy for providing Support Services in accordance with the Service Management Option, as available provided by Visionable upon request, as amended by Visionable in its sole discretion from time to time.

"Third Party Provider" means a third party provider of any Hardware;

"Third Party Terms" means the third party terms which may be applicable to the Hardware, as may be: (a) set out in the Order Form; (b) directly accepted and / or entered into by or on behalf of the Customer; and / or (c) other third party terms (which Visionable can make available to the Customer on request, or which are otherwise made available with the Hardware or otherwise);

"Transcription Functionality" means a feature of the Software which can be enabled or disabled at the Customer's request, which, when enabled, allows for the conversion of speech into a text transcript;

"UK Data Protection Law" means: (i) as applicable, the Data Protection Act 2018, the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (the Data Protection Regulations, the General Data Protection Regulation ((EU) 2016/679) ("GDPR") and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK, including the ‘UK GDPR’ (as defined in the Data Protection Regulations); (ii) the Privacy and Electronic Communications Regulations 2003; and (iii) any binding guidance or codes of practice issued by the ICO and/or European Data Protection Board from time to time;

"Update" shall have the meaning given to it in Clause 3.4;

"User" means an employee or individual contractor of the Customer who has access to the Services via a Dedicated User ID;

"User Limit" means the number of User Subscriptions the Customer has purchased as set out the Order Form, as may be increased from time to time in accordance with Clause 5.4;

"User Subscription" means the user subscriptions purchased by the Customer pursuant to the Agreement, which entitle Users to access and use the Services and Documentation in accordance with the Agreement.

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SCHEDULE 2 (DATA PROTECTION)

1. Both parties will comply with all applicable requirements of Data Protection Laws. This Schedule 2 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Laws.
2. The parties have determined that, for the purposes of the Data Protection Laws, Visionable shall process the Personal Data set out in the Data Processing Appendix as a Processor on behalf of the Customer, who is the Controller in relation to such Personal Data. The Data Processing Appendix sets out the scope, nature and purpose of Processing by Visionable, the duration of the Processing and the types of Personal Data and categories of Data Subject.
3. Without prejudice to the generality of paragraph 1.1 of this Schedule 2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data to Visionable for the duration and purposes of the Agreement.
4. Without prejudice to the generality of paragraph 1.1 of this Schedule 2, Visionable shall, in relation to Personal Data Processed in connection with the Agreement:

1. process that Personal Data only on the documented instructions of the Customer, which shall be to Process the Personal Data for the purposes set out in the Data Processing Appendix, unless Visionable is required by applicable laws to otherwise Process that Personal Data. Visionable shall inform the Customer if, in the opinion of Visionable, the instructions of the Customer infringe Data Protection Laws;

2. implement the technical and organisational measures to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, which are appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

3. ensure that any personnel engaged and authorised by Visionable to process Personal Data under the Agreement have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

4. assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Visionable), and at the Customer's cost and written request, in responding to any request from a Data Subject and in ensuring the Customer's compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

5. notify the Customer without undue delay on becoming aware of a personal data breach involving Personal Data Processed in connection with the Agreement;

6. at the written direction of the Customer, delete or return Personal Data Processed in connection with the Agreement and copies thereof to the Customer on termination of the Agreement unless Visionable is required by applicable law to continue to process that Personal Data; and

7. maintain records to demonstrate its compliance with this Schedule 2 and allow for reasonable audits by the Customer or the Customer's designated auditor, for this purpose, on reasonable written notice.

5. The Customer hereby provides its prior, general authorisation for Visionable to:

1. appoint third party Processors to Process Personal Data in connection with the Agreement, provided that Visionable shall: (i) ensure that the terms on which it appoints such Processors comply with Data Protection Laws, and are consistent with the obligations imposed on Visionable in this Schedule 2; (ii) remain responsible for the acts and omissions of any such Processor as if they were the acts and omissions of Visionable; and (iii) inform the Customer of any intended changes concerning the addition or replacement of the Processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to Visionable's reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Law, the Customer shall indemnify Visionable for any losses, damages, costs (including legal fees) and expenses suffered by Visionable in accommodating the objection; and

2. transfer Personal Data outside of the UK as required for the purpose of performing its obligations under the Agreement, provided that Visionable shall ensure that all such transfers are effected in accordance with Data Protection Laws. For these purposes, where required, the Customer shall promptly comply with any reasonable request of Visionable, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time or adopted by the UK Information Commissioner from time to time (as applicable).

DATA PROCESSING APPENDIX

The details of the Processing taking place under the Agreement are set out below.

Data Subjects	Employees of Visionable Users Guests invited by the platform for meeting attendance ("Guests") Patients of Users or Guests
Categories of data	Contact details Login details IP Address and other technical information Financial information
Categories of special category personal data	Data concerning health
Nature and Purpose of processing	Nature	Purpose
	Making available via Software	For the provision and receipt of Services as detailed in this Agreement and the Order Form
	Access	To enable Visionable’s employees to Provide Support Services and Professional Services (as applicable).
	Anonymisation	Statistical purposes and service improvement by Visionable
	Storage	For Visionable to provide the Recording Functionality and the Transcription Functionality to the Customer
Duration of the processing	For the duration of the provision of Services as detailed in this Agreement and the Order Form.