Do not use this software and any associated materials (collectively, the “Software”) provided under this license agreement (“Agreement”) until you have carefully read the following terms and conditions.

By using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Software.

BETWEEN

• 1. Market Visibility Limited (MVL). in England and Wales whose registered office is at
  4 Myton Gables, Holioake Drive,Warwick, Warwickshire CV34 6NN (Licensor)
• 2. (The User) Your trading or personal details that have been supplied within this
  online application. (Licensee)

Licences:

PRODUCT NAME: VISHUB: Dynamic forms,Booking software and CRM platform with
optional text and email communication tools.

Optional features include - Dynamic forms, Consent / data preferences / inquiries /booking
Sales Support Platform diary management and renewals.

Please Note:

• If you are a Company or system administrator, the “Company License” below shall apply to you.

Outline of the licence Agreement

This Agreement details the terms and conditions agreed between the Parties for the supply of the customer relationship consent management and sales platform hereinafter known as " Inquiry and booking software".

1 COMPANY USER LICENSE

You may access the Software that generates inquiries, bookings and products / services / offers via your internet access portal of your computer or mobile device for your business use subject to these conditions:

1. This Software is licensed for use only in conjunction with the designated website or supporting software. Data safe functions are designed to appear as selected product components within our operating system, running within the context of the Inquiry and booking software platform. Any other use of the Software, including but not limited to use with non- Inquiry and booking software component products, is not licensed hereunder.

2. Subject to all of the terms and conditions of this Agreement, Market Visibility Ltd (MVL) grants to you a non-exclusive, non-assignable, copyright license to use the Software.

3. You may not copy, modify, rent, sell, distribute, or transfer any part of the Software except as provided in this agreement, and you agree to prevent unauthorised copying of the Software.

4. You may not reverse engineer, decompile, or disassemble the Software.

5. The Software may include portions offered on terms differing from those set out here, as set out in a license accompanying those portions.

6. This Company user license is for the maximum number of five uses of the software - additional user licenses are available upon application.

2 License restrictions

You may NOT: (i) use or copy the Software except as provided in this Agreement; (ii) rent or lease the Software to any third party; (iii) assign this Agreement or transfer the Software without the express written consent of MVL; (iv) modify, adapt, or translate the Software in whole or in part except as provided in this Agreement; (v) reverse engineer, decompile, or disassemble the Software; (vi) attempt to modify or tamper with the normal function of a license manager that regulates usage of the Software; (vii) distribute, sublicense or transfer the Source Code form of any components of the Software and derivatives thereof to any third party without the express written consent of MVL; (viii) permit, authorise, license or sublicense any third party to view or use the Source Code; (ix) modify or distribute the Source Code or Software so that any part of it becomes subject to an Excluded License. (An "Excluded License" is one that requires, as a condition of use, modification, or distribution, that (a) the code be disclosed or distributed in source code form; or (b) others have the right to modify it.); (x) use or include the Source Code or Software in deceptive, malicious or unlawful programs.

3 No other rights

No rights or licenses are granted by MVL to you, expressly or by implication, with respect to any proprietary information or patent, copyright, mask work, trademark, trade secret, or other MVL intellectual property right owned or controlled by MVL, except as expressly provided in this Agreement. Except as expressly provided herein, no license or right is granted to you directly or by implication, inducement, estoppel, or otherwise. Specifically, MVL grants no express or implied right to you under MVL patents, copyrights, trademarks, or other MVL intellectual property rights.

4 Ownership of software and copyrights

The Software is licensed, not sold. Title to all copies of the Software remains with MVL. The Software is copyrighted and protected by English Law. You may not remove any copyright notices from the Software. You agree to prevent any unauthorised copying of the Software. MVL may make changes to the Software, or to items referenced therein, at any time without notice, but is not obligated to support or update the Software.

5 Additional terms for pre release software

If the Software you are activating or using under this Agreement is precommercial release or is labeled or otherwise represented as “alpha-“ or “beta-“ versions of the Software ("pre-release Software"), then the following terms apply:

To the extent that any provision in this Section conflicts with any other term(s) or condition(s) in this Agreement with respect to pre-release Software, this Section shall supersede the other term(s) or condition(s), but only to the extent necessary to resolve the conflict.

You understand and acknowledge that the Software is pre-release Software, does not represent the final Software from MVL, and may contain errors and other problems that could cause data loss, system failures, or other errors. The pre-release Software is provided to you "as-is" and MVL disclaims any warranty or liability to you for any damages that arise out of the use of the pre-release Software

You acknowledge that MVL has not promised that pre-release Software will be released in the future, that MVL has no express or implied obligation to you to release the pre-release Software and that MVL may not introduce Software that is compatible with the pre-release Software. You acknowledge that the entirety of any research or development you perform that is related to the pre-release Software or to any product making use of or associated with the pre-release Software is done at your own risk

If MVL has provided you with pre-release Software pursuant to a separate written agreement, your use of the pre-release Software is also governed by such agreement

Any requested amendments proposed to this pre-release software specification must be made in writing and delivered to the other party. Either party is entitled to request a meeting to discuss such amendments.

If such proposed amendments are not a part of the documented pre- release agreement with MVL and MVL incur additional expense, MVL are entitled to seek further payment to cover such reasonable additional expense.

6 Limited warranty

The Software has been released by MVL via an internet access portal. MVL warrants the software to be free from material defects for a period14 days after delivery by MVL. If such a defect is found, please request a new product activation code. and MVL will replace the initial software, alter the configuration or provide an alternative delivery of the Software, as MVL chooses.

6.1 Exclusion of other warranties.

Except as provided above, the software is provided “as is” without any express or implied warranty of any kind including warranties of merchantability, noninfringement or fit for a particular purpose. MVL does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links, or other items contained within the Software.

Limitation of liability

In no event shall MVL or its suppliers be liable for any damages whatsoever (including without limitation, loss of profits, business interruption or lost information) arising out of the use of or inability to use the software, even if MVL has been advised of the possibility of such damages.

Some jurisdictions prohibit exclusion or limitation of liability for implied warranties or consequential or accidental damages, so the above limitation may not apply to you. You may also have other legal rights that vary from jurisdiction to jurisdiction.

In the event that you use the Software in conjunction with other internet software or communication platforms, you acknowledge that MVL is neither the author nor the creator of that software or communication function.

You understand and acknowledge that MVL makes no representations about the correct operation of the Software when used with a third-party platform, and that MVL did not design the Software to operate in conjunction with other platforms. The Software may not be capable of correct operation in conjunction with other internet software or communication platforms. You agree to assume the risk that the Software may not operate properly in conjunction with other internet software or communication platforms. You agree to indemnify and hold MVL and its officers, subsidiaries and affiliates harmless against all claims, costs, damages, and expense and reasonable legal fees arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with the use of the Software in conjunction with the other internet software or communication platforms, even if such claim alleges that MVL was negligent regarding the design or manufacture of the Software.

Unauthorised use

The software is not designed, intended or authorised for any use in any type of system or application, in which the failure of the software could create a situation where personal injury or death may occur (E.G., medical systems, life sustaining or lifesaving systems). If you use the Software for any such unintended or unauthorised use, you shall indemnify and hold MVL and its officers, subsidiaries and affiliates harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with such unintended or unauthorised use, even if such claim alleges that MVL was negligent regarding the design or manufacture of the software.

7. Pricing and Subscription fees

The Client will pay the initial set up fee (if applicable) for the software product design and agreed payment schedule or subsequent monthly subscription fee to MVL in line with the selected product level. Payment schedules and payment plan as described on our web portal and in an individual customer schedule of a contract or agreed in writing prior to activation

(1) Initial payment upon the initial software activation or delivery of a product design or software order and schedule.

or

(2) Agreed scheduled payments or as a yearly subscription fee or a subscription agreement (13-month subscription) as described on our website pricing schedule. In the 13 payment subscription scheme after the initial payment one month or initial payment (activation date of the software) each month thereafter on that date for the term of the subscription, a monthly support fee will be charged for the continual use of the software.

(2A) A separate single / monthly support fee will be charged for the hosting and SSL certificate of websites Landing pages, buttons. Websites are a yearly contract (single / monthly billed) and can include Hosting+ SSL Certificate fee as described on our website pricing schedule or in an individual schedule.

Added to a selected software product, the one-off payment or 13-payment subscription scheme will operate after the initial payment or first payment (activation date of the software) alongside the standard software products, at the point of inception or one month and then each month thereafter on that date for the term of the subscription.

(2B) Users can add additional communication credits using the top up facility, if in excess of the selected usage plan. Annex one: additional communication credits pricing

(2C) All payments are made using the MVL subscription service or with seven days of being invoiced. MVL reserve the right to suspend services for non-payment of invoices.

MVL reserves the right to increase prices at the end of the contracted period or if a subscription product is upgraded any point during the term of this subscription subject. MVL also reserves the right to pass on in full any changes in the prevailing rate of Value Added Tax (VAT).

Only when an increase is made to the plan pricing at the end of the initial contract period, is the subscriber is entitled to terminate the remainder of the fixed or subscription period by providing six month’s paid notice. This is within fourteen days of receiving notice of an increase. At least 60 days’ notice of any price increase will be given to a subscriber of planned pricing changes.

10 Delivery

MVL will deliver the client a unique client access code to the supporting software upon the confirmation of the user license and terms of business in the registration email and will then be invoiced for the initial monthly payment or the initial payment. We will generate an invoice based on the products and services you have selected which will be paid via our electronic portal or our accounts / onboarding team within 24hrs of a system activation

11 Data Security and Protections

It is agreed that for the purposes of this Clause 11, Schedule 1 and the interpretation of the expression “ GDPR Regulations”, the meaning of the terms ‘personal data’, ‘data controller’, ‘processing’ “scope of data” and ‘data processor’ will be defined by Schedule 1. The Licensee acknowledges that in providing this software platform, MVL software engages with the Client’s' data, and the Client hereby authorises MVL to store and process such personal and business data, for the purpose of the Client using this software and by following its GDPR or DPA obligations under this Agreement.

The licensee represents, warrants and undertakes that:

(a) The licensee is aware of its GDPR and DPA obligations, and under those obligations confirms that it shall, during the term of this Agreement, continue to hold a valid and up to date notification in accordance with GDPR and DPA, which describes without limitation the purpose for which personal data will be used;

(b) The licensee has obtained the personal and business data that is used in connection with the platform lawfully.

(c) The licensee has obtained all required GDPR and DPA consents from the customers to enable the licensor to perform its obligations under this Agreement.

(d) The data stored by MVL on behalf of the client has GDPR and DPA consents from the licensee Both parties agree that all information held as customer information shall not be disclosed at any time during the use of this software or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England.

12 Confidentiality

Each party shall treat as confidential all information in any medium or format (whether marked “confidential” or not), obtained by or on behalf of any other party pursuant to this Agreement, which concerns the business, operations or customers of another party (or any of its Affiliates) (“Confidential Information”) and shall not without the prior written consent of the affected party divulge, use or copy such information except:

(a) to or by the employees, directors, agents and advisors of the receiving party and then only to those who need to know the same, and who have undertaken to observe the confidentiality obligations in relation to such information which are set out in this Clause 12;

(b) the receiving party’s auditors, professional advisors, HM Inspector of Taxes, HM Customs & Excise and any other persons or bodies having a statutory or regulatory right to receive that information and then only in pursuance of such right; Provided that this Clause shall not extend to information which was rightfully in the possession of the receiving party prior to the commencement of its dealings with the disclosing party (providing that such information was not originally given to it by the disclosing party), or which is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this Clause), or which is required to be disclosed under applicable law or required or requested by any competent regulatory authority. In these circumstances the recipient shall give the disclosing party prompt advance written notice of the disclosure (where lawful and practical to do so), so that the disclosing party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means. Each party undertakes to the other party to ensure that the persons and bodies mentioned in Clauses 12.(a) and .(b) are made aware prior to the disclosure of any part of the information that the same is confidential and agree to keep it confidential.

The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Agreement

13 Indemnities and Limitation of Liability

The licensor shall not be liable to the lessee under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential loss whatsoever.

14 Period of Agreement & Termination

This Agreement shall come into force on the Commencement Date and shall continue unless or until terminated by the lessor in respect of any breach or at the licence expiry date(Minimum period 18 mths), Such notice may be served so as to expire one month after the next payment due date. or in the case of a subscription licence by giving to the other 3 (three) months’ notice in writing after the minimum subscription period has passed.(18 mths)

14.1 The licensor may terminate this Agreement immediately in the event that:

14.1.1 The licensee commits a serious, grave or material breach or persistent breaches of this Agreement including, default or neglect of its duties, responsibilities and obligations under this Agreement, and;

14.1.2 The licensee commits a breach which remains unremedied for a period of 14 days from written notice given by the other party specifying the breach and requiring its remedy

14.2 Furthermore this Agreement may be terminated in the event that the licensee fails to make payment in accordance with the terms of this Agreement.

14.3 Upon the termination of this Agreement MVL may immediately deny access to the Software.

14.4 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination

15. Assignment

15.1 Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party

16. Force Majeure

16.1 Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.

17. General

17.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights, unless the waiving party acknowledges the waiver in writing.

17.2 It is hereby declared that the foregoing paragraphs, subparagraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

17.3 No addition to or modification of any clause in this Agreement Shall be binding on the parties unless made by a written instrument and signed by the signatories to this Agreement or their duly authorised representatives

17.4 This Agreement sets out the entire agreement and understanding of the parties, and is in substitution of any previous written or oral agreements between the parties

18. Jurisdiction

18.1 This Agreement shall be interpreted construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Court

Schedule 1 – Definitions and Interpretations

DPA means the Data Protection Act 2018 (as amended from time to time). GDPR means General Data protection regulation (As defined from May 25th 2018)

DP Regulations means all or any codes of practice issued by the Information Commissioner’s Office, any obligations of confidentiality, and any statutes, regulations or directives apart from DP Statutes from time to time relating to the processing of personal data.

DP Statutes means the Data Protection Act 2018 (as the same may be amended or modified from time to time) and the Regulations.

Typical Scope of Information held on system : Clients Customer / Business Information

Customer Name :
Customer Address :
Date of Birth :
Occupation :
Employer :
Social media contact details :
Customers Daytime Telephone Number :
Customers Mobile Number :
Customers Email Address :


Business Detail


=========================================================

Business Name:
Business Address :
Company number :
Vat Number :
Business type :
Number of Employee`s :
Social media contact details :
Business Daytime Telephone Number :
Principal contact office /Mobile Number :
Business email Address :





• ---------------------------

  SIGNED by or incepted by
  Electronically activation

  
  

  Date............................................

  
  

  Named Company

• ---------------------------

  SIGNED by or Electronically actioned
  On behalf of Market Visibility Ltd

  
  

  Date............................................

  
  

• ANNEX 1:

  A client is provided with the Software / products that are selected from the pricing menu at the point of registration.

  Dynamic form builder / Inquiry and booking software / Sales platform.

  Product Selected upon electronic registration

• Additional services

  Website hosting / SSL Certificate / Landing page

  Purchase of additional units of communication in excess of selected plans

  Text units equal to 7

  Email units equal to 1

  Additional Appointments £1.00

  £ per month

  ---------------------------

  £ 0.00 per month

  ---------------------------