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Animotive Terms and Conditions of Subscription 

Please read these terms and conditions (Terms) carefully before subscribing to our Services. The  Customer acknowledges that by subscribing to the Services, it agrees to be bound by these Terms.  These Terms apply to the subscription by the Customer and supply of Services by the Supplier to the  Customer, whether in connection with a paid subscription or a free trial. They apply to the exclusion  of any other terms that the Customer may seek to impose or incorporate, or which are implied by  law, trade custom, practice or course of dealing. 

The Customer’s attention is particularly drawn to the provisions of clause 11 (Limitation of liability). 

1. Interpretation 

1.1. In these Terms:- 

Accepted Subscription: means a Subscription which has been accepted by the Supplier  pursuant to clause 2.2, as may have been amended by agreement between the Supplier  and Customer. 

Animotive Content means any content or materials accessible through or available on the  Platform, other than Customer Content and Created Content; 

Commencement Date shall be as set out in the Subscription; 

Confidential Information means any information (in any media and whether or not stated  to be confidential or marked as such) data, designs, drawings, documents, specifications,  software listings, source or object codes relating to the Supplier, any Intellectual Property  Rights, and any information which relates to the business, affairs, activities, financial  position, trade secrets, know how, personnel or suppliers of any party and the Software; Contract means the contract between the Supplier and the Customer for the subscription  and supply of the Services and incorporating the details set out in the Accepted  Subscription, these Terms and the Privacy Policy; 

Created Content means the 3D file formats, video file formats and animation data files downloaded by the Customer and containing videos/audio/images created by the Customer  via the Platform in accordance with these Terms; 

Customer means the person who purchases the Services from the Supplier; 

Customer Content means any content and/or materials made available by the Customer  and/or its Users through the Platform or through use of the Software, including any  contributions made by Users, and any substantial amendments or changes to other  Animotive Content but excluding the Created Content; 

Customer Materials means any records, data and any other information and related  materials directly or indirectly made available, provided by or input by the Customer and/or  the Users for the purpose of using the Services or facilitating the Customer's use of the  Services; 

Data Protection Legislation means all applicable data protection and privacy legislation and  regulatory requirements in force from time to time in the UK including without limitation  the Data Protection Act 2018 (and regulations made thereunder); the UK GDPR as defined  in section 3(1) (as supplemented by section 205(4)) of the Data Protection Act 2018 and the  Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) (as amended)

Controller, processor, data subject, personal data, personal data breach, processing and  appropriate technical measures shall have the meanings set out in the Data Protection  Legislation; 

Initial Term means the initial term of subscription as set out in the Accepted Subscription; Intellectual Property Rights patents, utility models, rights to inventions, copyright and  neighbouring and related rights, moral rights, trademarks and service marks, business  names and domain names, rights in get-up and trade dress, goodwill and the right to sue for  passing off or unfair competition, rights in designs, rights in computer software, database  rights, rights to use, and protect the confidentiality of, confidential information (including  know-how and trade secrets), and all other intellectual property rights, in each case  whether registered or unregistered and including all applications and rights to apply for and  be granted, renewals or extensions of, and rights to claim priority from, such rights and all  similar or equivalent rights or forms of protection which subsist or will subsist now or in the  future in any part of the world; 

Modification means any new version of the Software and any release of the Software which  corrects faults, adds functionality or otherwise amends or upgrades the Software, in each  case which the Supplier makes generally available. For the avoidance of doubt, the parties  acknowledge that the Supplier is not under any obligation to make Modifications available; Platform means the Supplier’s online Animotive software application platform (accessible  via a PC application or the web), an online collaborative 3D animation production tool,  allowing users to embody 3D character and work remotely and simultaneously on the same  projects while online; 

Privacy Policy means the Suppliers privacy policy set out at; 

Services means the services to be supplied by the Supplier to the Customer in relation to  the Platform pursuant to a Contract and as set out in the Accepted Subscription and  references to the Services shall include a reference to any part(s) of the Services; Software means the software to be supplied by the Supplier as part of the Services,  together with any related documentation and/or user manual and any Modifications and  references to the Software includes reference to any part(s) thereof; 

Subscription means the Customer’s application to subscribe for the Services under these  Terms, in each case via the Website unless otherwise agreed; 

Subscription Fee means the charges specified in an Subscription for the provision of the  Services or as otherwise communicated to the Customer in writing by the Supplier from  time to time; 

Supplier means RETiniZE Limited, a company incorporated in Northern Ireland with  company number NI663613, whose registered office is at 2 Crescent Gardens, Belfast,  Northern Ireland, BT7 1NS; 

Term means the Initial Term and thereafter from month to month or year to year (as may  be set out in the Subscription), subject to earlier termination in accordance with these  Terms; 

Users those employees, agents and independent contractors of the Customer who are  authorised by the Customer to use the Services pursuant to the Accepted Subscription and in accordance with these Terms; 

Website means the Supplier’s website at

Working Day means a day other than Saturday or Sunday or a public holiday in Northern  Ireland; 

1.2. In these Terms a reference to:- 

1.2.1. a clause or paragraph is a reference to a clause or paragraph of these Terms; 1.2.2. a person includes a natural person, a corporate or unincorporated body (whether  or not having separate legal personality); 

1.2.3. a company shall include any company, corporation or other body corporate,  wherever and however incorporated or established;  

1.2.4. written or writing and any similar expression includes a reference to any  communication effected by electronic mail, or similar means; and 

1.2.5. a statute or statutory provision is a reference to it as amended, extended or re enacted from time to time. A reference to a statute or statutory provision includes  all subordinate legislation made under that statute or statutory provision. 

1.3. In these Terms:- 

1.3.1. unless the context otherwise requires, words in the singular shall include the  plural and in the plural shall include the singular; 

1.3.2. unless the context otherwise requires, a reference to one gender shall include a  reference to the other genders; 

1.3.3. Any obligation on a party not to do something includes an obligation not to allow  that thing to be done; 

1.3.4. unless the context otherwise requires, any reference to European Union law that is  directly applicable or directly effective in the UK at any time is a reference to it as it  applies in Northern Ireland from time to time including as retained, amended,  extended, re-enacted or otherwise given effect on or after 11pm on 31 January  2020; and 

1.3.5. 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. 

1.4. Each Contract shall be binding on, and enure to the benefit of, the parties to the relevant  Contract and their respective personal representatives, successors and permitted assigns,  and references to any party shall include that party's personal representatives, successors  and permitted assigns. 

1.5. The headings in these Terms are for convenience only and shall not affect its interpretation. 

2. Contract 

2.1. All Services are provided pursuant to one or more Contracts. The Subscription constitutes  an offer by the Customer to purchase Services in accordance with these Terms. 2.2. A Subscription shall only be deemed to be accepted when the Supplier issues written  acceptance of the Subscription (as may have been amended by agreement between the  Client and Supplier) at which point and on which date a Contract shall come into existence.  Each Accepted Subscription shall form a separate Contract;

2.3. The Contract contains the entire agreement between the parties with respect to its subject  matter and may not be varied except by a written agreement between the parties. If there  is any conflict between any of the provisions of these Terms and an Accepted Subscription,  the terms of the Accepted Subscription shall take precedence. 

2.4. These Terms apply to each Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by law trade custom practice or course  of dealing. 

2.5. These Terms apply to all the Supplier’s contracts and any variation to these Terms and any  representations shall have no effect unless expressly agreed in writing by an officer of the  Supplier. 

2.6. The Supplier reserves the right to amend the Services 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. 

2.7. The Supplier may, in its sole discretion, make changes to these Terms from time to time.  Any changes the Supplier makes will become effective when it posts a modified version to  the Website. If the Supplier makes any material changes, it will also notify the Customer by  email. If the Customer continues using the Services after any changes, it means the  Customer has accepted them. If the Customer does not agree to any changes, it must stop  using the Services, and can terminate its account with one month’s notice (to terminate at  the end of the following month). A pro-rata refund shall be issued by the Supplier of any  portion of the Subscription Fee already received by the Supplier and applicable to any  period after the Contract has terminated. It is the Customer’s obligation to ensure that it  has read, understand and agree to the latest version of the Terms. 

3. Provision and usage of the Services 

3.1  The Customer shall not permit any other persons other than the Users to use the Services unless the Customer has obtained prior written consent from the Supplier. All Users must adhere to the safety guidelines provided by their headset manufacturer at all times.

3.2. The Customer shall not, nor permit or allow the Users or others to:- 

3.2.1. permit, facilitate or assist a third party (other than the Users) to use or access the  Services; or 

3.2.2. make the Software/Platform available to or use the Services on behalf of or for the  benefit of any third party (other than the Users) in any way whatsoever; or 

3.2.3. reverse engineer, decompile, disassemble, amend, modify, vary, adapt, translate,  create derivative works based on the Services, or perform any similar type of  operation on the Software for any purpose; or  

3.2.4. sub-licence, assign, rent, lease or transfer the licence, the rights granted to the  Customer, or the Software or make or distribute copies of the Software or any  Animotive Content except as permitted by the relevant Contract; or  

3.2.5. vary, delete or obscure any notices of proprietary rights or any product  identification or restrictions or watermarks; or  

3.2.6. use the Services to store or transmit infringing, libellous or otherwise unlawful or  tortious material or to store or transmit material in violation of third party privacy  rights; or 

3.2.7. access all or any part of the Services in order to build a product or service which  competes with the Services; or 

3.2.8. carry out itself, or request, permit or authorise any third party to provide any  support or maintenance services in respect of the Services unless it has obtained  the Supplier’s prior written consent; or 

3.2.9. use the Animotive Content or Created Content in a way that competes with the  Supplier, including distributing through image library, stock video, 3D Model online  market, or any similar service; 

3.2.10. use the Animotive Content in the following situations or applications: In-app content purchase; In-app character generation; Character generation API licensing; As embedded content in the AP or online service; AI training/ deep learning; 3D Print for sale or for massive redistribution; create a mould for mass  production. 

3.3. The Customer shall be responsible for monitoring any Customer Content and Customer Materials, including without limitation any comments made by its Users and shall be  responsible for deleting anything which does not comply with clause 3.4 or otherwise  comply with the relevant Contract. The Supplier shall not be responsible or liable for the  content of any Customer Content or Customer Materials. The Supplier does not control the  submission of content but reserves the right (without any obligation to do so) to monitor,  delete, move and edit any Animotive Content, Customer Content or Customer Materials.  

3.4. The Customer shall ensure that any Customer Content and/or Customer Materials shall not and that it shall not (nor permit or allow the Users or others to) use the Services in such a  way as shall:- 

3.4.1. infringe or violate someone else’s rights; or  

3.4.2. contain or link to any unlawful, threatening, harassing, libellous, harmful, vulgar,  obscene, abusive, defamatory, indecent material, material which is deliberately  intended to upset other users or which is otherwise objectionable or breaches any  law; or  

3.4.3. encourage conduct that constitutes a criminal offence or otherwise breaches any  applicable laws regulations or codes of practice; or  

3.4.4. contain any material which the Customer does not have permission to use  (including material which may be protected by copyright, trademarks, database  rights or any other form of Intellectual Property Rights); or  

3.4.5. contain viruses, malicious code, or any other components with harmful or  contaminating effects; or  

3.4.6. contain unauthorised commercial communications (such as spam); or 3.4.7. contain false or misleading information; or  

3.4.8. be used to bully or harass anyone.

3.5. The Customer shall during the Term effect and maintain adequate security measures to  safeguard the Software and the Services from access or use by any unauthorised person,  shall retain same and all copies thereof under the Customer’s effective control and shall  maintain a full and accurate record of the Customer’s copying of any materials provided and  produce such record to the Supplier on request from time to time. 

3.6. Where the Order sets out a maximum number of Users, where the maximum number of  Users is exceeded the Customer shall pay an additional charge for each additional User.  3.7. The Customer shall notify the Supplier immediately if it becomes aware of any unauthorised  use of the whole or any part of the Software and/or Services by any person. 

3.8. The Supplier warrants to the Customer that the Services will be provided using reasonable  care and skill. The Customer acknowledges that no service levels are applicable to the  Services and that the Supplier does not warrant or guarantee that the Platform, or any  Animotive Content, will always be available or be uninterrupted. 

3.9. The Customer shall ensure that its network and systems comply with the relevant  specifications provided by the Supplier from time to time. 

3.10. Access to the Service may occasionally be restricted to allow for repairs, maintenance or  the introduction of new facilities or services. The parties agree and acknowledge that the  Supplier is unable to guarantee or predict the speed of operation of software, tools or  download times. 

3.11. The Software may cause the Customer’s computer, without notice, to automatically  connect to the Internet and to communicate with the Website for purposes such as licence  validation and providing the Customer with additional information, features, or  functionality. Unless otherwise specified the Privacy Policy shall apply in relation to  information collected and transmitted by the Supplier. 

3.12. The Customer acknowledges and agrees that a project created using a ‘professional’  subscription cannot be downgraded to a ‘free’ project. On downgrade of the Accepted  Subscription to a free account, the Customer will no longer be able to access any  ‘professional’ projects previously created. 

4. Term and Termination 

4.1. A Contract shall commence on the Commencement Date and shall continue for the Term  subject to earlier termination in accordance with the Contract. 

4.2. Unless otherwise agreed in writing, after expiry of its Initial Term, a Contract shall continue  from month to month or year to year (as may be set out in the Order). The Customer must  cancel at least 24 hours before the next date its subscription is to automatically renew  (Renewal Date), in order to avoid incurring the following month’s or year’s payment (as  applicable). 

4.3. Provided the Customer has given the notice set out in clause 4.2 above, its cancellation will  be effective from the Renewal Date. If less notice is given, the cancellation will be effective  from the following Renewal Date. All payment obligations hereunder are non-cancellable  and all fees paid are non-refundable unless otherwise set out herein or agreed by the  Supplier in each case. 

4.4. Without affecting any other right or remedy available to it, the Supplier may terminate a  Contract with immediate effect by giving written notice to the Customer if:-

4.4.1. the Customer fails to pay the Subscription Fee in accordance with the relevant  Contract (time being of the essence); or 

4.4.2. the Customer 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), 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; or 

4.4.3. the Customer is unable to pay its debts as they fall due; or  

4.4.4. the Customer suspends, or threatens to suspend, or ceases or threatens to cease  to carry on all or a substantial part of its business. 

4.5. The Supplier may (without limiting any other remedy) at any time terminate a Contract with  immediate effect by giving written notice to the Customer if the Customer commits any  material breach of that Contract and (if capable of remedy) fails to remedy the material  breach within 14 days after being required by written notice to do so. 

4.6. Without affecting any other right or remedy available to it, the Supplier may suspend the  supply of Services under a Contract between the Customer and Supplier if the Customer fails to pay any amount due under that Contract on the due date for payment (time being  of the essence), the Customer becomes subject to any of the events listed in clause 4.4  above, or the Supplier reasonably believes that the Customer is about to become subject to  any of them.  

4.7. If the Supplier believes that unauthorised or improper use is being made of the Platform, it may at any time, in its sole discretion and without notice, take such action as it deems appropriate, including without limitation, blocking or deleting Customer Content,  suspending or terminating the Customer’s account or access rights or blocking access from  the Customer’s ID in whole or in part.  

4.8. The Customer may terminate a Contract by giving written notice to the Supplier if the  Supplier commits a material breach of that Contract and (if capable of remedy) fails to  remedy the breach within 30 days after being required by written notice to do so. The  Supplier shall be liable to refund to the Customer the portion of the Subscription Fee as  represents the unexpired term calculated on a monthly pro rata basis and this shall be the  Customer’s sole remedy. 

4.9. Failure or delay by the Supplier in enforcing or partially enforcing any provision of a  Contract will not be construed as a waiver of any of its rights under the Contract. 4.10. Any waiver by the Supplier of any breach of, or any default under, any provision of a  Contract will not be deemed a waiver of any subsequent breach or default and will in no  way affect the other terms. 

4.11. The termination of a Contract for any reason shall not affect any accrued right or liability of  either party and shall not affect any other right or remedy of either party. Each right or  remedy is without prejudice to any other right or remedy whether under these Terms or  not.

4.12. The Supplier shall be entitled to terminate a Contract at any time without cause by giving to  the Customer one month’s written notice provided that upon termination of the Contract  by the Supplier in accordance with this clause the Supplier shall be liable to refund to the  Customer the portion of the Subscription Fee as represents the unexpired term calculated on a monthly pro rata basis. The Supplier shall not be liable to refund or otherwise pay to  the Customer any sums other than those stated to be payable under this clause. 4.13. On termination of this agreement for any reason: 

4.13.1. the termination of a Contract shall not affect any payment which is owing by either  party to the other or any provision of these Terms which is expressed to come into  force or continue in force on or after termination; 

4.13.2. other than any Created Content which it has downloaded, the Customer shall no  longer have access to any Animotive Content, or any Customer Content and  Customer Materials stored through the Services pursuant to that Contract. It is the  Customer’s responsibility to ensure any Customer Materials and Customer Content  are appropriately saved or backed up elsewhere both on an ongoing basis during  the Term and on termination or expiry of a Contract (subject to clause 4.13.3 below). The Customer acknowledges that any Customer Content and Customer  Materials stored through the Services shall be retained by the Supplier for a period  of 12 months from expiry/termination of the Contract and shall be irrevocably  deleted thereafter. 

4.13.3. the Customer shall and shall procure that the Users immediately cease to use the  Services provided pursuant to that Contract, other than the Created Content. The  Customer shall and shall procure that the Users delete the Software, any cache or  store of Animotive Content held by it and any Confidential Information and  

Personal Data obtained or produced in the course of use of the Services pursuant  to that Contract (in whatever form and whether or not same is incorporated into  other documentation) and if requested by the Supplier shall certify in writing that  this has been done.  

5. Payment 

5.1. As consideration for the provision of the Services, the Customer shall pay the Subscription  Fee in accordance with this clause 5.  

5.2. Payment for the Services is in advance. The first payment will be taken upon notice of the  Accepted Subscription (or immediately on expiry of any ‘free-trial’ period) and subsequent  payments will be taken monthly or yearly in advance, in accordance with the Accepted  Subscription. 

5.3. If, at any time whilst using the Services, the Customer exceeds the amount of disk storage  space specified in the Accepted Subscription, the Supplier shall charge the Customer, and  the Customer shall pay, the Supplier's then current excess data storage fees detailed on the  Website. 

5.4. The Customer’s payment will be processed by a third party provider and are subject to the relevant third party’s terms and conditions in relation thereto, which the Customer agrees  to be bound by. The third party provider is currently [Paddle]. Any change of provider shall  be notified to the Customer in advance.

5.5. All amounts payable by the Customer to the Supplier under a Contract are exclusive of (i)  taxes, levies, duties or similar governmental assessments of any nature, including, for  example, value-added, sales, use or withholding taxes, assessable by any jurisdiction  (Taxes); and (ii) currency conversion fees. Where Taxes or currency conversion fees are  payable in respect of some or all of the Services the Customer shall pay such additional  amounts in respect of same, at the applicable rate, at the same time as payment of the  Subscription Fee. 

5.6. The Supplier may review and increase the Subscription Fee from time to time after the  expiry of the Initial Term. The Supplier will give at least 30 days’ written notice of any  increase to the Customer and the next payment will be at the new level.  

5.7. All payments payable to the Supplier under a Contract shall become due immediately upon  termination of the Contract despite any other provision. 

5.8. The Customer shall make all payments due under a Contract without any deduction  whether by way of set-off, counterclaim, discount, abatement or otherwise unless the  Customer has a valid court order requiring an amount equal to such deduction to be paid by  the Supplier to the Customer. 

5.9. If the Customer fails to pay in full on the due date for payment any amount which is payable  to the Supplier pursuant to a Contract then, without limiting any other rights the Supplier  may have, the amount outstanding shall bear interest, both before and after any judgment,  at 5% above the Bank of England base rate from time to time accruing on a daily basis from  the due date until payment is made in full. 

5.10. If the Supplier has to refer unpaid invoices to its legal representatives as well as recovering  the invoiced amount and interest it will seek to recover any legal fees incurred. 

6. Ownership and Rights 

6.1. The Software, the Platform, the Animotive Content and all Intellectual Property Rights in  respect of same or arising out of or in connection with the Services (other than in respect of  the Customer Content) shall belong exclusively to the Supplier. Nothing in any Contract  shall function to transfer any Intellectual Property Rights to the Customer and all rights not  expressly granted to the Customer are reserved by the Supplier. 

6.2. Provided that the Customer has paid the applicable Subscription Fee, the Supplier grants to  the Customer, a worldwide, non-exclusive, royalty-free licence: 

6.2.1. during the Term to use (and permit the Users to use) the Services and the Software  subject to any maximum number of Users and data storage and transfer  

limitations. The Customer shall be responsible for all Users’ compliance with all  Contracts and is liable for the acts and omissions of all Users; and 

6.2.2. in perpetuity to use any Intellectual Property Rights of the Supplier as contained in  the Created Content and for the purposes of exploiting the Created Content only  (provided always that such Created Content has been created in accordance with  these Terms and not otherwise).

6.3. The Customer, as legal and beneficial owner, hereby irrevocably and unconditionally grants  to the Supplier a worldwide, non-exclusive, royalty free licence to access and use any  Customer Content and Customer Materials and any Intellectual Property Rights in respect  of same during the Term for the purposes of providing the Services (which includes the  right to collect, duplicate, rearrange, adapt, store, sort, process, analyse, present and use  the Customer Materials and Customer Content in conjunction with the Software),  complying with any Contract, responding to service or technical problems or Customer requests.  

7. Modifications 

7.1. The Supplier will notify the Customer promptly in writing of the issue of any Modification,  specifying in what way the Modification differs from the previous version in terms of  functionality, performance and compatibility. Unless otherwise agreed, there shall be no  increase in the Subscription Fee for Modifications. 

7.2. Customer will accept Modifications in a timely fashion. The Supplier has no obligation to  provide maintenance and support services for versions or releases of the Software/Platform  that are not the most current versions or releases or for any copy of Software for which all  previously issued Modifications have not been installed. The Supplier can also disallow  access to versions or releases of the Software/Platform that are not the most current  versions or releases at any time. 

8. Warranties and Undertakings 

8.1. The Customer hereby undertakes, agrees and warrants as follows:- 

8.1.1. Subject to clause 8.1.2 below, that the Customer Content does not contain any  Personal Data and that the Customer shall protect Personal Data in accordance  with the principles and provisions defined in the Data Protection Legislation and  will ensure the reliability of its staff and Users who have access to data (and that all  necessary steps and procedures have been undertaken to anonymise data where  appropriate); and  

8.1.2. That any authors of the Customer Content and Customer Materials have given  their consent to such publication, use and processing; and  

8.1.3. it owns or has obtained valid licences to use any Intellectual Property Rights  necessary for the fulfilment of its obligations hereunder and otherwise in respect  of the Customer Content and Customer Materials including without limitation the  obligations under clause 6; and 

8.1.4. that the Customer Content and Customer Materials will not infringe any  Intellectual Property Rights and it is legal to use same as envisaged by this  

Agreement; and 

8.1.5. that it has (and will continue to have) all necessary licences, rights, consents, and  permissions which are required to grant the licence in clause 6.3; and 

8.1.6. that it shall and shall procure that the Users shall comply with all applicable laws,  statutes, regulations and codes from time to time in force; and 

8.1.7. To ensure that, prior to use of the Software and/or Services by the Users all such  Users are notified of these Terms and the terms of the relevant Contract;

8.1.8. that the signatory to the relevant Contract for and on behalf of the Customer is  authorised and fully empowered to execute on its behalf. 

8.2. The Customer accepts that the Supplier shall have no liability whatsoever for any Customer Content or Customer Materials and that the Customer accepts full responsibility and  liability for any Customer Content or Customer Materials. 

8.3. The Customer shall indemnify the Supplier against all claims, costs, demands, actions,  expenses (including but not limited to legal costs and disbursements on a solicitor and client  basis), losses and damages arising from or incurred by reason of any breach of this clause 8. 

9. Data Protection 

9.1. The parties undertake to comply with all applicable requirements of the Data Protection  Legislation in so far as same relate to the provisions and obligations of the relevant  Contract. This clause is in addition to, and does not relieve, remove or replace a party’s  obligations or rights under the Data Protection Legislation; 

9.2. Without prejudice to the generality of clause 9.1, the Customer will ensure that it has all  necessary and appropriate consents and notices in place to enable lawful transfer of any  Personal Data to the Supplier. The Customer shall indemnify and keep the Supplier fully and  effectually indemnified from and against any actions, losses, demands, liabilities and  expenses (including without limitation any legal costs) arising out of any breach or non performance by the Customer of this clause 9. 

9.3. The Supplier will only process Personal Data to the extent, and in such a manner, as is  necessary for the provision of the Services or in accordance with the Customer’s written  instructions from time to time, unless required by applicable laws to otherwise process that  Personal Data, as further set out below: 

9.3.1. Duration. As between the Supplier and Customer, the duration of the data  processing is determined by the duration of the contract and is retained after  termination of the contract for a period of 12 months until deleted in accordance  with the Supplier’s cancellation policy although it may take a further 12 months  for all data to roll out of encrypted back ups. The Supplier may retain personal  data for a longer period in the event of a complaint or if it reasonably believes  there is a prospect of litigation.  

9.3.2. Purpose. The purpose of the data processing is the provision, maintenance,  development, analysis, improvement and enhancement of the Services initiated by  the Customer from time to time (including without limitation customer and  

technical support and for internal training/machine learning processes). 

9.3.3. Nature of the processing: Compute, storage and such other services as described  in the contract and maintenance, development, analysis, improvement and  

enhancement of the Services and customer and technical support, and initiated by  Customer from time to time. 

9.3.4. Type of personal data: name, email address, technical data such as IP address,  browser type and version, location, operating system/platform, usage data on how  users use the Services, animation data (including the recorded movement and  audio of the Customer).

9.3.5. Categories of data subjects: The data subjects may include Customer’s employees,  and Users. 

9.3.6. For the avoidance of doubt, the Supplier shall be entitled to collect anonymous  and/or aggregated data regarding the Customers’ employees and Users use of the  Services, provided that no individual natural person can be identified from such  data (“Aggregate Data”). The Aggregate Data will be used to analyse behaviour,  trends and needs and to improve, and enhance the Services and for other  development, creation of new features, diagnostic and corrective purposes in  connection with the Services. The Supplier shall own all right, title and interest in  and to the Aggregate Data and the Supplier shall not be required to process such  data in accordance with this clause 9 nor delete such data. 

9.3.7. The Supplier shall also be entitled to use any information submitted by Customers’  employees, suppliers and end-users to provide further information about the  products/services it offers, unless the relevant employee/supplier/end-user has  opted out. 

9.4. The Supplier must at all times implement appropriate technical and organisational  measures to ensure a level of security appropriate to the risk of accidental or unlawful  destruction, loss, alteration, unauthorised disclosure of, or access to the data, and taking  into account the nature of the data to be protected having regard to the state of  technological development and the cost of implementing any measures. Such measures  may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring  confidentiality, integrity, availability and resilience of its systems and services, ensuring that  availability of and access to 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.  

9.5. The Supplier may only authorise a third party to process the Personal Data if the Supplier  enters into a written contract with the subcontractor that contains terms substantially  similar to those set out in this clause, in particular, in relation to requiring appropriate  technical and organisational data security measures. Subject to the foregoing, the Customer consents to the Supplier appointing sub-processors in connection with providing the  Services and provides a general authorisation to engage such sub-processors and the  Website lists those engaged by the Supplier from time to time. The Supplier may also  disclose Personal Data to third parties where required by a law, court, regulator or  supervisory authority or in connection with any possible sale merger or restructuring of all  or any part of the Supplier’s business or assets and to other companies in its group. 

9.6. The Supplier will reasonably assist the Customer, at the Customer’s cost, in responding to  any reasonable request from a Data Subject and in ensuring compliance with its obligations  under the Data Protection Legislation with respect to security, breach notifications, impact  assessments and consultations with supervisory authorities or regulators, taking into  account the nature of the Supplier’s processing and the information available to the  Supplier. 

9.7. The Supplier shall notify the Customer without undue delay on becoming aware of a  Personal Data Breach;

9.8. On termination of a Contract for any reason the Supplier will securely delete or destroy or,  if directed in writing by the Customer, return and not retain all or any Personal Data related  to the Contract in its possession or control (other than any anonymised data) unless  required by applicable law to store the Personal Data;. 

9.9. The Supplier will make available on request all information necessary to demonstrate  compliance with the obligations set out in this clause.  

9.10. It is agreed and acknowledged that the Services are hosted and accordingly that the  Customer Content stored through same will be hosted within the UK,EEA or USA (as  applicable to the Accepted Subscription). The Supplier shall not transfer the Customer Content outside of the UK, EEA or USA (as applicable) unless the transfer complies with the  Data Protection Legislation, or as necessary to provide the Services initiated by Customer,  or as necessary to comply with the law or binding order of a governmental body or the  Supplier has obtained the Customer’s prior written consent (not to be unreasonably  withheld or delayed). 

9.11. Where requested by the Supplier, the Customer shall enter into standard contractual  clauses, international data transfer agreements (IDTA) or similar terms forming part of an  applicable certification scheme, and where this happens if there is a conflict between any  other agreement between the parties including without limitation these Terms, the terms  of the standard contractual clauses/IDTA or similar terms forming part of an applicable  certification scheme shall take precedence. 

10. Virus and Firewall 

10.1 The Customer is responsible, in accordance with good industry standard, for virus checking  the Customer Content and Customer Materials it uploads and any programs, macros, data  files or other material accessed through the software. 

10.2 The Supplier does not warrant that the Software is free of viruses or other harmful  components nor that the function contained in the materials will be uninterrupted or error  free or that defects will be corrected. If the Supplier becomes aware of a virus or harmful  component in the Software it will use reasonable endeavours to correct this in a timely  manner. 

10.3 The Customer is responsible for ensuring it has adequate firewall protection or such other  network security system used to restrict external or internal traffic as appropriate and the  parties agree that the Supplier shall have no liability for any loss, damage, costs or expenses  incurred by the Customer due to a virus or other network security failure howsoever  caused. 

10.4 The Customer will indemnify the Supplier for any costs, losses damages or expenses the  Supplier incurs as a result of a virus introduced by the Customer or the Users due to any  failure to comply with clauses 10.1 and 10.3. 

11. Limitation of Liability

11.1. Although the Services may allow you to access or use a third party payment processor (as  set out above) or other third party products, applications, websites, implementations or  services (Third Party Offerings), they are not “Services” under this Agreement and are not  subject to any of the warranties, service commitments or other obligations with respect to  Services hereunder. The availability of any Third Party Offerings through the Services does  not imply our endorsement of or affiliation with the provider. We do not control Third Party  Offerings and will have no liability to you or any User in connection with any Third Party  Offerings. We have no obligation to monitor or maintain Third Party Offerings, and may  disable or restrict access to any Third Party Offerings at any time. By using or enabling any  Third Party Offering, you are expressly permitting us to disclose your data or other  information to the extent necessary to utilise the Third Party Offering. YOUR USE OF THIRD  PARTY OFFERINGS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS,  CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY OFFERINGS (SUCH AS  TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY  OFFERINGS). 

11.2. The Services may contain content provided/posted by other users and also public areas that  allow feedback and/or interaction between users. The opinions, advice and statements  contained in content provided/posted are those of such users and not those of the Supplier.  The Supplier does not endorse any material published by other users and does not give any  warranty or guarantee in relation to such content or the accuracy, integrity, or quality of  same. The Supplier does not monitor Customer Content. 

11.3. The following provisions set out the entire financial liability of the Supplier to the Customer in respect of: 

11.3.1. any breach of Contract; and 

11.3.2. any representation, statement or tortious act or omission including negligence  arising under or in connection with any Contract. 

11.4. All warranties, conditions and other terms implied by statute or common law or otherwise  are, to the fullest extent permitted by law, excluded from any Contract. 

11.5. Nothing in these Terms excludes or limits the liability of the Supplier for death or personal injury caused by the Supplier’s negligence or affects the Customer’s statutory rights as a  consumer (if the Customer is contracting as a consumer). 

11.6. Any descriptions or illustrations on the Website are published for the sole purpose of giving  an approximate idea of the Services. They will not form part of the Contract or have any  contractual force. 

11.7. Subject to clause 11.5, the Supplier’s total liability in contract, tort (including negligence or  breach of statutory duty), misrepresentation or otherwise, arising in connection with the  performance or contemplated performance of a Contract shall be limited to the yearly  Subscription Fee under that Contract and subject to that overall limit to the part of any loss  suffered which is proportionate to its responsibility; and 

11.8. Notwithstanding any other provision of any Contract, the Supplier shall not be liable to the  Customer for:- 

(a) loss of profit;  

(b) loss of business; 

(c) depletion of goodwill and/or similar losses;  

(d) loss of anticipated savings;

(e) loss of goods; 

(f) loss of contract; 

(g) loss of use; 

(h) (subject always to clause 9.4) loss or corruption of data or information; or  (i) any special, indirect, consequential or pure economic loss, costs, damages,  charges or expenses;  

11.9. The Customer acknowledges and agrees that the limitations and exclusions contained in  this clause 11 are reasonable in light of all the circumstances. 

11.10. The Supplier shall not be liable to the Customer or be deemed to be in breach of contract  by reason of failure to comply with the Supplier’s relevant system requirements provided  from time to time. The Customer acknowledges that the Services, Platform and Software shall only be available online. 

11.11. The Supplier does not warrant that the Customer’s or Users’ use of the Services will be  uninterrupted or error-free; or that the Services will meet the Customer’s requirements.  The Supplier shall not be responsible for any delays, delivery failures, or any other loss or  damage resulting from the transfer of data over communications networks and facilities,  including the internet, and the Customer acknowledges that the Services may be subject to  limitations, delays and other problems inherent in the use of such communications  facilities. The Services are provided on an ‘as is’ bases and solely for the Customer’s use in  accordance with these Terms. 

12. Customer Indemnity 

12.1. The Customer hereby indemnifies and agrees to hold fully indemnified the Supplier against  all claims, costs, proceedings, demands, losses, damages or liabilities arising as a result of  any breach or non-performance by the Customer of any of these Terms or the relevant Contract including without limitation a breach by the Customer of its obligations under  applicable Data Protection Legislation, that the Customer Content, Customer Materials or  Customer’s use of the Software and/or Services infringes the rights of or has otherwise  harmed a third party. 

13. Force Majeure 

13.1. The Supplier reserves the right to delay or suspend provision of the Services (without  liability to the Customer) if it is prevented from or delayed in the carrying on of its business  or performance of its obligations under a Contract due to circumstances beyond its  reasonable control including, without limitation, acts of God, governmental actions,  imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical  or biological contamination or sonic boom, collapse of buildings, terrorist attack, civil war,  war or national emergency, threat or preparation for war, armed conflict, riot, civil  commotion, fire, explosion, accident, flood or other weather event, drought, earthquake or  other natural disaster, epidemic, pandemic, disease, infestation, restrictions on transport or  movement, lock-outs, strikes or other labour disputes (whether or not relating to either  party’s workforce), or restraints or delays affecting carriers non-performance by suppliers  or subcontractors and interruption or failure of utility service Provided that, if the event in  question continues for a continuous period in excess of 90 days either party shall be  entitled to give notice in writing to the other party to terminate the Contract.

14. Notices 

14.1. A notice relating to a Contract will be validly given only if it is in writing and delivered  personally or by courier, or sent by first class post (or air mail if overseas), recorded  delivery, or electronic mail, to the party in question (marked for the attention of the person  specified in the relevant Order, or such other officer of that party as is notified to the other  party in writing for this purpose) at the address or email address set out in the Contract or  such other address or email address as the party in question may specify by notice. 

14.2. In the absence of evidence of earlier receipt, a notice is deemed given: 14.2.1. if delivered personally or by courier, when left at the relevant address; 14.2.2. if sent by post, two days (excluding Saturdays, Sundays and bank and public  

holidays) after posting it (exclusive of the day of posting) or if sent by air mail, six  days after posting it (exclusive of the day of posting); and 

14.2.3. if sent by electronic mail, on a Working Day prior to 4.00pm, at the time of  transmission or sending and otherwise on the next Working Day. 

14.3. Each party shall immediately give notice to the other of a change in its address or email  address. 

15. Confidentiality  

15.1. Each party undertakes that it shall not at any time during the Term, and for a period of five  years thereafter, disclose to any person any Confidential Information except as permitted by  the Contract. 

15.2. Each party may disclose the other party's confidential information: 

15.2.1. to its employees, officers, representatives, subcontractors or advisers who need to  know such information for the purposes of carrying out the party's obligations under  the relevant Contract. Each party shall ensure that its employees, officers,  

representatives, subcontractors or advisers to whom it discloses the other party's  confidential information comply with this clause 15; and 

15.2.2. as may be required by law, a court of competent jurisdiction or any governmental or  regulatory authority. 

15.3. Neither party shall use the other party's confidential information for any purpose other  than to perform its obligations under a Contract. 

15.4. The Supplier may wish to seek publicity for work undertaken on the Customer’s behalf. It  may use references to the Customer and the Services dealt with in proposals or other  similar submissions made to other prospective clients 

16. Miscellaneous 

16.1. The Customer shall not be entitled to assign a Contract or any part of it without the prior  written consent of the Supplier, such consent not to be unreasonably withheld or delayed. 16.2. The Supplier may assign or subcontract a Contract or any part of it to any person, firm or  company. 

16.3. A person who is not a party to a Contract has no right under the Contracts (Rights of Third  Parties) Act 1999 to rely upon or enforce any term of the Contract, but nothing in the  Contract shall affect any right or remedy of a third party which exists or is available  otherwise than as a result of that Act. 

16.4. If any provision of a Contract is held by any court or other competent authority to be invalid  or unenforceable in whole or in part, the Contract shall continue to be valid as to its other  provisions and the remainder of the affected provision. 

16.5. Each party shall from time to time do all such acts and execute all such documents as may  be reasonably necessary in order to give effect to the provisions of a Contract. 16.6. Customer agrees that, in addition to any licence compliance checking performed by the  Software, Supplier or its authorised representatives have the right, no more than once  every twelve (12) months, upon seven (7) business days prior notice to Customer, to inspect  Customer’s records, systems, and facilities to verify that its use of any and all Services is in  conformity with these Terms. Additionally, the Customer shall provide Supplier with all  records and information requested by Supplier in order to verify that its use of any and all  Services is in conformity with these Terms within thirty (30) days of Supplier‘s request. 

17. Freedom of Information 

17.1. Where the Customer is subject to the requirements of the Freedom of Information Act  2000 (FOIA) and the Environmental Information Regulations 2004 (EIR) and notifies the  Supplier accordingly, the Supplier undertakes to use reasonable endeavours to assist and  cooperate with the Customer to enable the Customer to comply with its obligations under  the FOIA and EIR within the relevant timescales. 

17.2. Where the Customer is obliged under FOIA or EIR to disclose information concerning the  Supplier or the Services it shall only do so following consultation with the Supplier and  having taken its views into account, unless consultation is not reasonable or appropriate  based on the circumstances known to the Customer at the relevant time. Where the  Supplier has not been consulted the Customer shall give the Supplier reasonable advance  written notice before any such disclosure is made. 

18. Governing Law and Jurisdiction 

The formation, existence, construction, performance, validity and all aspects of any Contract  shall be governed by Northern Irish law and the parties submit to the non-exclusive jurisdiction  of the Northern Irish Courts.

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