Terms & Conditions

Welcome to our Terms and Conditions. Just like our privacy policy it's really important you take some time out to read this. You need to be sure you agree with them before you start using Beacon. If you have any questions about any of this then please get in touch with us support@beaconcrm.org.

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer's express written or online acceptance of these Terms and Conditions before providing any such services to the Customer. If you do not agree to comply with these Terms and Conditions you must not use our Services.

1. Definitions

1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:

"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;

"Agreement" means the contract between the parties which incorporates the Services Order Form, these Terms and Conditions, and any amendments to that contract from time to time;

"Business Day" means any weekday other than a bank or public holiday in England;

"Charges" means the following amounts: (a) such amounts as may be agreed in writing by the parties from time to time; (b) the charges and fees set out in the Services Order Form;

"Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach", "processing" and "appropriate technical and organisational measures" have the meanings defined in the Data Protection Laws;

"Customer" means the person or entity identified as such in Section 1 of the Services Order Form;

"Customer Confidential Information" means: (a) any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked or described as "confidential"; or (ii) should have been reasonably understood by the Provider to be confidential; and (b) the Customer Data;

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform by or on behalf of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files, which is owned by the Provider);

"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, but excluding the Personal Data with respect to which the Provider is a Controller;

“Customer’s Representatives” means the officers, employees, agents and subcontractors of the Customer, as identified in the Platform by the Customer;

"Data Processing Information" means the data processing details set out in the Appendix to Schedule 2;

"Data Protection Laws" means : (a) To the extent that the UK GDPR applies, all applicable laws relating to the processing of Personal Data in the United Kingdom from time to time, including, while it is in force and applicable to Customer Personal Data, the UK General Data Protection Regulation, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; (b) To the extent that the EU GDPR applies, all applicable laws relating to the processing of Personal Data in the European Union or in any member state of the European Union to which the Customer or Provider is subject, from time to time, including, while it is in force and applicable to Customer Personal Data, the EU GDPR;

"Documentation" means the documentation for the Services produced by the Provider and delivered or made available by the Provider to the Customer;

"Effective Date" means the date of this Agreement;

"EU GDPR" means the General Data Protection Regulation ((EU) 2016/679);

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including, without limitation, interruption or failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures or failures of other utility service, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means the services accessed through the Platform which will be made available by the Provider to the Customer as a service via the internet and the Provider’s website (https://www.beaconcrm.org/) in accordance with these Terms and Conditions;

"Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of: (a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services; (b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer; (c) a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or (d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;

"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in Section 2 of the Services Order Form and in the Documentation;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (including the rights to apply for renewals and extensions of, and rights to claim priority from, such rights) (and these "intellectual property rights" include, without limit, copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, domain names, trade names, trade marks, service marks, goodwill and passing off rights, unfair competition rights, patents, petty patents, utility models and rights in designs);

"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and, where applicable depending on the Services Purchased, the application of Updates and/or Upgrades;

"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

"Provider" means Beacon Apps Ltd, a company incorporated in England and Wales (registration number 11097096) having its registered office at 11 Kingfisher Business Park, Arthur Street, Redditch, England, B98 8LG;

"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under the Agreement, including the Hosted Services, access to and the availability of the Platform and, where applicable, the Maintenance Services and the Support Services;

"Services Order Form" means the order form accessible through the settings in the Customer’s account in the Platform, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

“Services Start Date” means the earlier to occur of (i) the date that the Services are accessed by the Customer through the Platform or (ii) the date upon which the Customer requests that the Services should start in the Platform settings accessed through the Customer’s account.

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

"UK GDPR" means the UK General Data Protection Regulation, as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

"Update" means a hotfix, patch or minor version update to any Platform software intended to correct faults or add functionality, but which does not constitute an Upgrade;

"Upgrade" means a major version upgrade of any Platform software which is significantly different from the previous version and is generally accepted in the marketplace as constituting a new feature; and

“Virus” means 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 re-arranging, 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 weakness 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, and the term Vulnerabilities shall be interpreted accordingly.

2. Term

2.1 The Agreement shall come into force upon the Effective Date. The Services shall start on the Services Start Date.

2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 16.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. General Services Commitments

3.1 The Provider will use its reasonable endeavours to ensure that the Platform will, on the Services Start Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.

3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Agreement during the Term.

3.3 The Customer acknowledges and accepts that the licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations and conditions:

(a) the Services may only be used by the Customer’s Representatives;
(b) the Services and Account may only be used by the Customer Representatives named in the Customer’s Account on the Platform, providing that the Customer may change, add or remove a designated named user by changing the Account settings;
(c) the password to an Account must be kept safe and secure and must not be shared with any other party; and
(d) the Customer will ensure that the Customer’s Representatives use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Customer Representative’s breach of this Agreement.

3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the Customer shall not:

(a) sub-license its right to access and use the Services;
(b) permit any unauthorised person to access or use the Services;
(c) use the Services or the Documentation to resell these to third parties (as distinct from using the Services and Documentation to support the operation of the Customer’s business processes);
(d) republish or redistribute any content or material from the Services;
(e) make any alteration to the Platform, except as permitted by the Documentation; or
(f) conduct or request that any other person conduct any load testing or penetration testing on the Services without the prior written consent of the Provider.

3.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Services using an Account.

3.6 The Provider shall use all reasonable endeavours to maintain the availability of the Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Services but does not guarantee 100% availability.

3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:

(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of the Agreement; or
(e) scheduled maintenance carried out in accordance with the Agreement.

3.8 The Customer must comply with Schedule 1 (Acceptable Use Policy) and must ensure that all persons using the Services with the authority of the Customer or who access the Account, including any Customer Representatives, comply with Schedule 1 (Acceptable Use Policy). The Customer is responsible for the acts and omissions of the Customer Representatives and anyone accessing the Services through the Customer’s Account.

3.9 The Customer must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

3.10 The Customer must not use the Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.11 For the avoidance of doubt, the Customer has no right to access and shall not access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 7 days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

3.13 The Customer shall:

(a) provide the Provider with:
- (i) all necessary co-operation in relation to the Agreement; and
- (ii) all necessary access to such information as may be required by the Provider;
- in order to provide the Services, including but not limited to Customer Data and security access information;
(b) 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, the Provider may adjust any agreed timetable or delivery schedule as reasonably necessary;
(c) ensure that its network and systems comply with the Documentation provided by the Provider from time to time; and
(d) 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 the Provider’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.

3.14 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
- (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or Documentation (as applicable) in any form or media or by any means; or
- (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or the Services; or
(b) 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
(c) license, 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 Customer’s Representatives, or
(d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; or
(e) introduce or permit the introduction of, any Virus or Vulnerability into the Services or the Provider's network and information systems.

3.15 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, promptly notify the Provider.

4. Maintenance Services

4.1 The Provider shall provide the Maintenance Services to the Customer during the Term.

4.2 The Provider shall where practicable give to the Customer at least 5 Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Services or are likely to have a material negative impact upon the Hosted, without prejudice to the Provider's other notice obligations under this main body of these Terms and Conditions.

4.3 The Provider shall provide the Maintenance Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.

4.4 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 7 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

5. Support Services

5.1 The Provider shall provide the Support Services to the Customer during the Term.

5.2 The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this main body of these Terms and Conditions.

5.3 The Provider shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.

5.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

5.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.

5.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 7 days written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6. Customer Data

6.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.

6.2 The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

6.3 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

6.4 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

7. No assignment of Intellectual Property Rights

7.1 The Customer acknowledges and agrees that the Provider and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated in these Terms and Conditions, nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

8. Charges

8.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

8.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 8.2.

8.3 The Charges may be varied by the Provider giving the Customer as least 90 days’ prior notice of the change.

8.4 The Customer acknowledges and accepts that on the 1^st April each year, the Provider will automatically increase the Charges by 3%.

8.5, Where a change to Charges is made under clause 8.3 and/or clause 8.4, the new Charges will apply to the Customer’s next invoice (e.g. the next invoice after the 90 days’ notice in relation to clause 8.3, or the next invoice payable after 1 April in relation to clause 8.4) and all subsequent invoices, and the Customer agrees to pay such revised Charges.

9. Payments

9.1 The Provider shall issue invoices for the Charges to the Customer from time to time during the Term on the frequency set out in the Order Form or as otherwise notified by the Provider to the Customer.

9.2 The Customer must pay the Charges to the Provider within the period of 7 days following the issue of an invoice in accordance with this Clause 9, providing that the Charges must in all cases be paid in full and cleared funds before the commencement of the period to which they relate.

9.3 The Customer must pay the Charges by debit card or credit card or by bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).

9.4 All amounts payable by the Customer under these Terms and Conditions are exclusive of amounts in respect of value added tax chargeable or any other applicable sales tax from time to time (“Sales Taxes”). Where any taxable supply for Sales Taxes purposes is made under these Terms and Conditions by the Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Provider, pay to the Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

9.5 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:

(a) charge the Customer interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, but at 4% a year for any period when that base rate is below 0% (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and/or
(c) suspend performance of the Services until payment in full is received.

10. Provider's confidentiality obligations

10.1 The Provider must:

(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care; and
(d) act in good faith at all times in relation to the Customer Confidential Information.

10.2 Notwithstanding Clause 10.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

10.3 This Clause 10 imposes no obligations upon the Provider with respect to Customer Confidential Information that:

(a) is known to the Provider before disclosure under these Terms and Conditions and is not otherwise subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider; or
(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.

10.4 The restrictions in this Clause 10 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.

10.5 The provisions of this Clause 10 shall continue in force for a period of 5 (five) years following the termination of the Agreement.

11. Data protection

11.1 Each party shall comply with the Data Protection Laws and act in accordance with the data processing terms contained in Schedule 2 (Data Processing Schedule), with respect to the processing of the Customer Personal Data.

12. Customer and Provider commitments

12.1 The Provider warrants to the Customer that:

(a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions; and
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under these Terms and Conditions.

12.2 The Provider warrants to the Customer that the Hosted Services will conform in all material respects with the Hosted Services Specification.

12.3 The Provider shall take all reasonable steps not to introduce any Hosted Services Defects or Viruses into the Hosted Services.

12.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not knowingly infringe any United Kingdom patent effective as of the Effective Date, or any copyright, trade mark, database right or right of confidentiality.

12.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:

(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights;
(b) procure for the Customer the right to use the Hosted Services in accordance with these Terms and Conditions, or
(c) if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.6 The Customer warrants to the Provider that:

(a) it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions; and
(b) the Customer will comply with all applicable legal and regulatory requirements applying to the exercise of the Customer's rights and the fulfilment of the Customer’s obligations under these Terms and Conditions.

12.7 In no event shall the Provider, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) modification of the Services or Documentation by anyone other than the Provider; or
(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Provider; or
(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Provider or any appropriate authority; or
(d) the Customer's breach of the Agreement.

12.8 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

13. Acknowledgements and warranty limitations

13.1 The Customer acknowledges that complex software, such as the Services, is never wholly free from defects, errors, bugs, Viruses or Vulnerabilities, and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors, bugs, Viruses or Vulnerabilities or entirely secure.

13.2 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

13.3 The Customer acknowledges and accepts that:

(a) the Provider will not provide any legal, financial, accountancy or taxation advice under the Agreement;
(b) it is solely responsible for its use, interpretation of, and reliance on the use of the Services for its internal business purposes;
(c) the Provider does not warrant or represent that the Services or any results obtained by the Customer through its use of the Services will not give rise to any legal liability on the part of the Customer or any other person.

14. Limitations and exclusions of liability

14.1 Nothing in the Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.

14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in the Agreement:

(a) are subject to Clause 14.1; and
(b) govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.

14.3 Subject to clause 14.1, clause 14.2 and clause 14.3, neither party shall be liable to the other in respect of:

(a) any losses arising out of a Force Majeure Event;
(b) any loss of profits or anticipated savings;
(c) any loss of revenue or income;
(d) any loss of use or production;
(e) any loss of business, contracts or opportunities;
(f) any loss or corruption of any data, database or software; providing that this Clause 14.3 (f) shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 6.3; or
(g) any special, indirect or consequential loss or damage.

14.3 Except as expressly and specifically provided in the Agreement, 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. The Provider shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to the Provider by the Customer in connection with the Services, or any actions taken by the Provider at the Customer's direction.

14.4 Nothing in the Agreement shall limit or restrict the Customer’s obligations to pay Charges due under the Agreement.

14.5 Subject to clause 14.1, clause 14.2, clause 14.3 and clause 14.4, each party’s total aggregate liability to the other under or in connection with the Agreement shall be limited to the total Charges paid or payable by the Customer to the Provider during the 12 month period immediately preceding the date on which the claim arose.

15. Force Majeure Event

15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.

15.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

16. Termination

16.1 Either party may terminate the Agreement by giving to the other party at least 30 days' written notice of termination, such notice may only take effect at the end of the then current subscription period (i.e. at the end of the month for monthly subscriptions, at the end of the year for annual subscriptions, or at the end of any other period specified in the Services Order Form). No refunds are payable if the Agreement is terminated under this clause 16.1.

16.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of the Agreement which if such breach is remediable it is not remedied within 14 days after been notified in writing to do so..

16.3 Without affecting any other right or remedy available to it, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(c) 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; or
(d) if that other party is an individual: (i) that other party dies; (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (iii) that other party is the subject of a bankruptcy petition or order.

17. Effects of termination

17.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 9.2, 9.4, 9.5, 10, 11, 14, 17, 19 and 20.

17.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.

17.3 Within 30 days following the termination of the Agreement for any reason the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement.

18. Subcontracting

18.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Agreement.

18.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

18.3 Notwithstanding the provisions of this Clause 18 but subject to any other provision of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Services and the provision of services in relation to the support and maintenance of elements of the Services.

19. General

19.1 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

19.2 A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19.3 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 19.3 shall not affect the validity and enforceability of the rest of the Agreement.

19.4 The Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

19.5 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) if sent by email to support@beaconcrm.org (for the Provider) and to the email address for the Customer stated in the Services Order Form or as otherwise notified by the Customer to the Provider.

19.6 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 19.6, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

19.7 Clause 19.5 and Clause 19.6 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19.8 The Agreement shall be governed by and construed in accordance with English law.

19.9 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

19.10 If there is a conflict between these Terms and Conditions and a signed Beacon Cloud Services Agreement, then the Beacon Cloud Services Agreement shall take precedence.

19.11 The Provider may make changes to the Terms and Conditions from time to time. When these changes are made, the Provider will make a new copy of the Terms and Conditions on the Provider’s website and notify the Customer of the change in writing.

19.12 The Customer agrees that if they use the Services after the date on which the Terms and Conditions have changed, the Provider will treat the Customer’s use as acceptance of the updated Terms and Conditions.

20. Interpretation

20.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.

20.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

20.3 References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

20.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Schedule 1 (Acceptable Use Policy)

1. Introduction

1.1 This acceptable use policy (the "Policy") sets out the rules governing:

(a) the use of the website at www.beaconcrm.org any successor website or subdomain, and the services available on that website or any successor website (the "Services"); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").

1.2 References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Beacon (and "we" and "our" should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

2. General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:

(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

2.3 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) constitute a breach of official secrets legislation; or
(j) constitute a breach of any contractual obligation owed to any person.

4. Graphic material

4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.

4.2 Content must not depict violence in an explicit, graphic or gratuitous manner.

4.3 Content must not be pornographic.

5. Factual accuracy

5.1 Content must not be untrue, false, inaccurate or misleading.

5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

6. Negligent advice

6.1 You are solely responsible for the accuracy and completeness of all of your Content.

6.2 You are solely responsible for the use of or reliance on such Content by third parties using your services and goods.

7. Etiquette

7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

7.4 You must not use the Services for the purpose of deliberately upsetting or offending others.

7.5 You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.

7.6 You must ensure that Content does not duplicate other content available through the Services.

7.7 You must ensure that Content is appropriately categorised.

7.8 You should use appropriate and informative titles for all Content.

7.9 You must at all times be courteous and polite to other users of the Services.

8. Regulated businesses

8.1 You acknowledge and accept that the core purpose of the Services is to support your customer relationship management. The Services are not provided for the purposes of:

(a) supporting or facilitating gambling or other licensed activities and, as such, the Provider does not have a gambling license and is not registered with the UK Gambling Commission; or
(b) supporting or facilitating the operation of any regulated business, including, without limitation, legal, financial, investment, taxation, accountancy, medical advice or services or other professional services.

8.2 You warrant that you will not use or try to use the Services in such a way that would:

(a) require the Provider to be registered with the UK Gambling Commission and/or to have an appropriate gambling license for the Services; or
(b) require the Provider to be registered with any regulatory body, or to hold any regulatory consents, permissions or licences.

8.3 Where you carry out any activities relating to gambling or similar licenced activities, you warrant that you will comply (or will procure that any third party acting on your behalf complies) with the Gambling Act 2005 and the Gambling Commission’s Licence Conditions and Codes of Practice.

8.4 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.

8.5 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.

9. Monitoring

9.1 You acknowledge that we may actively monitor the Content and the use of the Services from time to time. However we do not moderate Content and so please contact us if you have any concerns about Content which has been posted.

10. Data mining

10.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

11. Hyperlinks

11.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

12. Harmful software

8.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

8.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

Schedule 2 (Data Processing Schedule)

1. The parties acknowledge that for the purposes of the Data Protection Laws, the Customer is the Controller and the Provider is the Processor. The Data Processing Information sets out the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of Personal Data and categories of Data Subject.

2. The Customer warrants to the Provider that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Provider and lawful collection of the Personal Data by the Provider on behalf of the Customer for the duration and purposes of this Agreement.

3. The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the United Kingdom or the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

4. Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

5. The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes applicable law.

6. Subject to Paragraph 7 below, the Provider shall not transfer any Customer Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled: (a) the Customer or the Provider has provided appropriate safeguards in relation to the transfer; (b) the Data Subject has enforceable rights and effective legal remedies; (c) the Provider complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any Customer Personal Data that is transferred; and (d) the Provider complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Customer Personal Data;

7. The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:

(a) the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities in the United Kingdom or Worldwide, providing that such transfers must be protected by appropriate safeguards, namely firewalls, encryption at rest, and encryption in transit (TLS); and
(b) the Provider may transfer the Customer Personal Data to its sub-Processors in the jurisdictions identified in Part 5 of the Data Processing Information, provided that such transfers must be protected by any appropriate safeguards identified herein.

8. Where the EU GDPR applies to the processing, if any European Union adequacy decision in respect of the UK is rescinded, such that additional safeguards are required in respect of the transfer of Customer Personal Data from the Customer to the Provider, then the parties hereby enter into Module 2 of the standard contractual clauses ("SCCs") in the EU Commission's decision 2021/914 and agree, where no other appropriate safeguard or exemption applies, that the Customer Personal Data will be transferred in accordance with the SCCs as of that date. The parties agree to use best endeavours to complete the annexes to the SCCs promptly for the purpose of giving full effect to the SCCs. If there is any conflict between this Agreement and the SCCs the terms of the SCCs shall apply.

9. The Provider shall ensure that persons who have access to and/or are authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

10. The Provider and the Customer shall each implement appropriate technical and organisational measures, including those measures specified in Part 4 of the Data Processing Information, to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, 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 (those measures may include, where appropriate, pseudonymising and encrypting Customer Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Customer Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

11. As of the Effective Date, the Customer consents to the Provider appointing the third parties identified in Part 5 of the Data Processing Information as third party Processors of Customer Personal Data under this Agreement. Where the Provider wishes to add or replace any third-party Processor of the Customer Personal Data, the Provider shall inform the Customer at least 7 days in advance of any intended changes, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party Processor is subject to equivalent legal obligations as those imposed on the Provider by this Schedule.

12. The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a Data Subject's rights under the Data Protection Laws.

13. The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of Personal Data, the notification of Personal Data Breaches to the supervisory authority, the communication of Personal Data Breaches to the Data Subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Paragraph 13.

14. The Provider must notify the Customer of any Personal Data Breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach.

15. The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Schedule and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Paragraph 15.

16. The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

17. The Provider shall maintain complete and accurate records and information to demonstrate its compliance with this Schedule and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer

18. If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

19. The parties may, by agreement in writing, revise this Schedule by replacing it with any applicable Controller to Processor standard clauses or similar terms adopted under the Data Protection Laws or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

Appendix: Data Processing Information

1. Categories of Data Subject

The customers, donors, volunteers, beneficiaries, supporters, and other contacts of the Customer. The Customer may share other categories of Data Subject not included in this list, and these categories should fall under the scope of this Agreement unless agreed in writing otherwise.

2. Types of Personal Data

Names, postal addresses, email addresses, dates of birth, gender, job information, links to social media profiles, interests, supporter preferences. Financial information, attendance of events, marketing information. The Customer may share other types of Personal Data not included in this list, and these types should fall under the scope of this Agreement unless agreed in writing otherwise.

3. Processing by the Provider

(a) Scope of processing

The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement:

(a) the Personal Data of Data Subjects falling within the categories specified in Part 1 above (or such other categories as may be agreed by the parties in writing); and
(b) Personal Data of the types specified in Part 2 above (or such other types as may be agreed by the parties in writing).

(b) Nature of processing

The Provider shall only process the Customer Personal Data for the purposes specified in Part 3 of the Data Processing Information.

(c) Purposes of processing

Provision of the Hosted Services, data migration, product development, customer support, and training.

(d) Duration of the processing

During the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Schedule.

4. Security measures for Personal Data

The Provider employs extensive security measures for securing Personal Data, including encryption, password security, firewalls, and two-factor authentication. For an up-to-date list of the publicly available security measures employed by the Provider, visit the Trust page on the Provider's website: https://www.beaconcrm.org/trust

5. Sub-Processors of Personal Data

The full list of sub-Processors is available on the Provider's website: https://www.beaconcrm.org/sub-processors