• On payment of the Subscription Fees as required below Beauty by Holition grants You a non-exclusive, non-transferable licence (without the right to grant sublicenses) for the Software and Documentation and for Usage during the Subscription Term. Where You are receiving a 30-day free trial of the Software (or any part of it), the licence applies during the trial period and afterwards subject to payment of the Subscription Fees.
  ‍
• Where You have elected to purchase Maintenance Releases, Beauty by Holition will provide these to You as and when they are available, subject always to You paying the Subscription Fees.
  ‍
• Where You have elected to receive and have paid for Support, Beauty by Holition will provide You with Beauty by Holition’s standard customer support during Normal Business Hours in accordance with Beauty by Holition’s Support Software Policy in effect at the time that the Software is provided. Beauty by Holition may amend the Support Software Policy on no less than thirty (30) days’ notice in writing to You (which You may accept or reject, but in the absence of any notice Beauty by Holition will deem that You accepted the change). Beauty by Holition undertakes that any amendment to the Support Software Policy does not adversely affect, reduce, or change the Support Software unless such change is reflected in the price for these services. 

‍

• Beauty by Holition will invoice the Subscription Fees to you in pounds Sterling monthly from the date when you sign these terms. You will pay the Subscription Fees monthly in advance in Sterling to Beauty by Holition on receipt of each monthly invoice from Beauty by Holition.
  ‍
• If the number of page hits generated by Your use of the software exceeds the Usage in any month of the Subscription, Beauty by Holition shall immediately be entitled to charge You the Subscription Fee Excess and You hereby authorise Beauty by Holition to either request payment of the Subscription Fee Excess by direct debit or to collect it using the credit or debit card You have provided. 
  ‍
• Beauty by Holition shall not increase the Subscription Fees during the Initial Term and any increases thereafter will be notified to You in advance and will not exceed 5% (five per cent) of the Subscription Fees paid in the 12 months prior to the increase.
  ‍
• If Beauty by Holition has not received all payments due from You within 7 days of the due date Beauty by Holition may;

1. disable Your access to the Software until all outstanding Subscription Fees (and interest where charged) are paid; and 
   ‍
2. automatically renew and/or extend the Subscription Term for a further year and invoice and pursue payment of all outstanding Subscription Fees for the full Subscription Term from you immediately.

• Beauty by Holition also reserves the right to charge You interest on a daily basis on any sums due which are not paid, at an annual rate equal to 4% above the base lending rate of Barclays bank from time to time, commencing on the first date payment was due and continuing until fully paid, whether before or after judgement.

• The Subscription Term begins on the signature of these Terms, or if for any reason You do not sign them when You start the free trial or any use of the Software. The Subscription Term is for a fixed period and notice cannot be given to expire before the end of the current Subscription Period. 
  ‍
• The Subscription Period shall be automatically renewed for successive periods of 12 months (each a Subscription Term), unless terminated under clause 34 or in the circumstances described in 8 (b) above.

‍

• Beauty by Holition will provide the Software during the Term and the Software will conform in all material respects with the written description it provided to You.
  ‍
• Beauty by Holition will provide Maintenance Releases for the Software where You have elected to take them and where You pay for them.
  ‍
• You agree that Beauty by Holition 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 You acknowledge that the Software and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Where Beauty by Holition provides You with SaaS services, additional terms may apply.
  ‍
• You agree that Beauty by Holition is not responsible to You for any fault, error or operational deficiency in the Software where that is caused by the use of the Software contrary to Beauty by Holition’s instructions, or modification or alteration of the Software by any party other than Beauty by Holition

‍

1. You will:

• Pay all Subscription Fees when due;
  ‍
• comply with all applicable laws and regulations regarding Your activities under these terms; 
  ‍
• ensure that Your network and systems comply with the relevant specifications provided by Beauty by Holition from time to time;
  ‍
• install Maintenance Releases and updates as soon as reasonably practicable after receipt from Beauty by Holition (NOTE: Beauty by Holition may not support any version of the Software other than the second most recent version of it);
  ‍
• use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and/or the Documentation and, if there is any such unauthorised access or use, promptly notify Beauty by Holition providing it with all assistance it reasonably requires to retrieve the Software and/or rectify the breach.
  ‍

2. You undertake that You will not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties);

• 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; or
  ‍
• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
  ‍
• access all or any part of the Software and Documentation in order to build a product or service which competes with the Software and/or the Documentation;
  ‍
• licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and/or Documentation available to any third party except the Authorised Users, or
  ‍
• attempt to obtain, or assist third parties in obtaining, access to the Software and/or Documentation;
  ‍
• use the Software and/or Documentation to provide Software to third parties for the purpose of any of the above.

‍

• You shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
  ‍
• Beauty by Holition does not control or process Customer Data unless Beauty by Holition and You have agreed to this in writing, signed by a Director of Beauty by Holition and on payment for this specific service. In relation to any personal data (as defined by the Data Protection Legislation) provided to it and/or processed in connection with the performance of its obligations, Beauty by Holition shall process that personal data only on Your written instructions, unless otherwise required under the Data Protection Legislation in which case it will notify You of this unless legally prohibited from doing so. Beauty by Holition will not transfer any personal data outside of the European Economic Area or the United Kingdom unless it has obtained Your prior written consent. Where Beauty by Holition provides You with SaaS services, additional terms may apply.

‍

• During the Term and for 3 years after You and Beauty by Holition will keep all Confidential Information secret and neither shall use it for their own purposes (other than the implementation of these terms) without the prior written consent of the other. 
  ‍
• This restriction does not apply to the disclosure required by any law or to information that is already in the public domain at the time of disclosure, or which subsequently becomes public knowledge other than by breach of these terms. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of Confidential Information.
  ‍
• Beauty by Holition shall be permitted to make public announcements concerning its work with You.

‍

• You acknowledge and agree that Beauty by Holition owns all intellectual property rights in the Software and Documentation and these terms do not grant You any Intellectual Property Rights to, the Software or the Documentation except as set out in these Terms.
  ‍
• All Intellectual Property Rights in the names “Beauty by Holition”, “Face”, “Face by Holition”, Holition and in the Software, Maintenance Releases and Documentation belong to Beauty by Holition. Beauty by Holition is the creator of and owns the copyright in the Software and the Documentation.
  ‍
• Beauty by Holition agrees that all Client Material, information and data that You provide to it belongs or is licensed to You.

‍

• Beauty by Holition warrants that during the Term the Software will conform in all material respects to its description of it on the Website. No warranty is given by Beauty by Holition in respect of any Open-Source Software used.
  ‍
• You may notify Beauty by Holition in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the description of it provided to You and Beauty by Holition shall at its option, either repair the Software; replace the Software; or terminate these terms by notice in writing to You and refund any of the Subscription Fees paid by You at the date of termination upon proof from You that the Software has been deleted by You.
  ‍
• The undertaking in clause 26 will only be applied if You provide all the information that is necessary to assist Beauty by Holition in resolving the defect or fault, including documented examples of any defect or fault and sufficient information to enable Beauty by Holition to re-create the defect or fault in a testing environment. 
  ‍
• The undertaking in clause 26 does not apply where the defect or fault results from You, or anyone acting having amended the Software, using it outside these terms for a purpose or in a context other than the purpose or context for which it was designed, or have used it in combination with any other software not provided by Beauty by Holition, and/or if it has not been used on suitably configured equipment or in the operating environment Beauty by Holition specified.
  ‍
• All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these terms or any collateral contract by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to the satisfactory quality, fitness for purpose or the use of reasonable skill and care.

‍

• You agree that Beauty by Holition shall have no liability to You for any claim made by or against You in any circumstances other than in accordance with the express provisions of these terms.
  ‍
• Unless stated in these terms Beauty by Holition shall not have any liability for any losses or damages which may be suffered by You (or any person claiming under or through You), directly or indirectly, immediate or consequential, whether arising in contract, tort (including negligence) or otherwise howsoever, and/or which fall within any of the following categories; special damage (even if Beauty by Holition was aware of the circumstances in which such special damage could arise); intellectual property claims including those made against You by a third party; loss of profits; loss of anticipated savings; loss of business opportunity; loss of goodwill or reputation; and/or loss or corruption of data.
  ‍
• Beauty by Holition’s total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with these terms or any collateral contract, shall not exceed a sum equal to the Subscription Fees paid to Beauty by Holition by You in the year in which the claim is made.
  ‍
• The exclusions in clause 31 apply to the fullest extent permitted by law. Beauty by Holition does not exclude liability for death or personal injury caused by the negligence of Beauty by Holition its officers, employees, contractors or agents; for fraud or fraudulent misrepresentation; breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; and/or any other liability which may not be excluded by law.

‍

• Either party may terminate these terms with immediate effect by written notice in the event of the following (or if an event with equivalent effect occurs):

1. the other party commits a material breach of any of these terms which cannot be remedied or, if it can be remedied, it is not remedied within 7 days of notice to do so;
   ‍
2. a petition, notice, resolution or order is filed or passed 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;
   ‍
3. an application or order is made for the appointment of an administrator or receiver or if an administrator or receiver is appointed, over the other party.

• In addition to termination in clause 35 above, Beauty by Holition may terminate these terms if You fail to pay any amount due under these Terms on the due date and payment and remains in default 7 days after being given written notice to pay.
  ‍
• Termination or expiry of these terms shall not affect any rights, remedies, obligations or liabilities that You or Beauty by Holition have accrued up to the date of termination or expiry. Subscription Fees for the full Subscription Term (including any extension under 8. (b) above)  remain due notwithstanding termination of these Terms.
  ‍
• Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of it shall remain in full force and effect.
  ‍
• On termination for any reason, the licence and all access to the Software granted to You shall cease and You shall cease all use of the Software immediately.

‍

• These terms, the schedule and annexes contain the whole agreement between You and Beauty by Holition relating to the Services and supersede all prior agreements and arrangements.
  ‍
• You acknowledge that when entering into these terms You did not rely on any representation other than as expressly set out in them and that the only rights and remedies available in connection with any representation shall be for breach of contract. 
  ‍
• If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and the parties shall negotiate in good faith to ensure the modification achieves the intended commercial result of the original provision. If that is not possible, the relevant provision or part-provision shall be deemed deleted. Such change or deletion will not affect the validity and enforceability of the rest of this agreement.
  ‍
• A person who is not a party to these terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
  ‍
• Nothing in these terms is intended to or shall be deemed to, establish any partnership or joint venture between You and Beauty by Holition or construe any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

‍

• No failure or delay or partial exercise of any right or remedy provided under these terms by You or Beauty by Holition shall constitute a waiver or prevent further exercise of that right or remedy.
  ‍
• Variations to these terms may only be made in writing, signed by both You and Beauty by Holition.
  ‍
• Neither You nor Beauty by Holition shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of obligations under them if such delay or failure results from events, circumstances or causes beyond Your or Beauty by Holition’s reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 20 weeks, the party not affected may terminate these terms by giving 14 days written notice.
  ‍
• Notices required must be given in writing and may be delivered by hand or by pre-paid first-class post or other next working day delivery service to the other parties’ principal place of business or sent by email with sent, received and read tags affixed to the email address of the MD or CEO of the company. Notices shall be deemed received if delivered by hand, on signature of a delivery receipt; if sent by pre-paid first-class post or other next working day delivery service, at 10.00 am the day after sending; if sent by email, 2 hours after the time stamp on the read receipt.

‍

• These terms and any dispute or claim arising in connection with them shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).

‍

All terms that are shown in bold are defined terms and definitions of these are as follows:

• Confidential Information: information proprietary to Beauty by Holition, which is provided to You and could reasonably be considered confidential to Beauty by Holition whether or not it is marked as such.
  ‍
• Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:  as defined in the Data Protection Legislation.
  ‍
• Customer Data:  the data inputted by the Customer, (or by Beauty by Holition on request) for the purpose of using the App or facilitating the Customer’s use of the App and any data generated by, or derived from the Customer’s use of the Software, whether hosted or stored within the App or elsewhere.
  ‍
• Data Protection Legislation:  UK Data Protection Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
  ‍
• Documentation:  the document made available to the Customer by Beauty by Holition online via support@holitionbeauty.com or such other web address notified by Beauty by Holition to the Customer from time to time which sets out a description of the Software and the user instructions for installation of it.
  ‍
• Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks, service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.
  ‍
• Maintenance Release: release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a new version.
  ‍
• Normal Business Hours:  9.00 am to 6.00 pm local UK time Monday – Friday excluding bank and public holidays in England.
  ‍
• Software(s): the SDK or white label software application Beauty by Holition has agreed to will supply to You as a service under the terms of this subscription.
  ‍
• Subscription: the monthly licence payment made by You that entitles You to different levels of Usage and which grants You access and use of the Software and the Documentation in accordance with these terms. 
  ‍
• Subscription Fees:  the fees payable by You to Beauty by Holition for the licence of the Software during the Subscription Term plus any additional fees You have agreed to pay to receive Maintenance Releases and/or Support Services where applicable as well as any Subscription Fee Excess due each month.
  ‍
• Subscription Fee Excess: a sum equal to 75% of the monthly Subscription Fee.
  ‍
• Subscription Term:  1 year commencing on the date You sign these terms and continuing each year thereafter as set out in clauses 10 & 11.
  ‍
• Support Software Policy:  Beauty by Holition’s policy for providing paid support in relation to the Software is available at support@holitionbeauty.com
  ‍
• UK Data Protection Legislation:  the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
  ‍
• Usage: the number of page hits per month generated by Your use of the Software according to the Subscription level You have selected.
  ‍
• You, Your: means the business who signs these terms only and does not include any associated business, connected company or group company and does not include the individual person who signs to whom no licence is granted or inferred.
  ‍
• Clause and paragraph headings shall not affect the interpretation of these terms. This Annex forms part of these terms. 
  ‍
• Unless the context otherwise requires, words in the singular shall include the plural and vice versa; references to clauses and the Annex are to the clauses and Annex of these terms; references to a statute or statutory provision is a reference to it as in force as at the date of this agreement; a “person” includes a natural person, corporate or unincorporated body and any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.