Terms and Conditions

Platform Terms of Service

These terms of service (the “Agreement”) describe the Customer’s rights and obligations when using our Platform.

The Agreement is entered into between Beacon Technologies Limited, a company registered in England and Wales (registered number 11664346) whose registered office is at 42 Berkeley Square, London, United Kingdom, W1J 5AW and the Customer.

If you are accepting this Agreement on behalf of your employer (or are doing so from an email domain owned by your employer), you represent and warrant that you have the full legal authority to bind your organisation to this Agreement.

1. INTERPRETATION

1.1 Definitions:

• “Additional Product” means specific features of the Platform that the Customer may purchase in addition to those contained in each Service Plan;

• “Affiliate” the relevant party’s holding companies, subsidiaries and its holding companies’ subsidiaries from time to time (as such terms are defined by s. 1159 Companies Act 2006).

• “API Request” means any communication from any device or service, whether automated or manual, to the Beacon API;

• “Beacon API” means the application programming interface which provides for automated non-manual querying of the Platform, more details of which are provided at www.beacon.com;

• “Beacon Data” means any and all data and information (other than Customer Data) made available to the Customer through the Platform, including data and insights derived from the Customer Data and/or the aggregation of Customer Data with data from other sources (including other Beacon customers).

• “Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

• “Confidential Information” Information that is proprietary or confidential and is either clearly labelled as such, would be regarded as confidential by a reasonable business person (including, for the avoidance of doubt, the provision of Services under this Agreement), or identified as Confidential Information in clause 11;

• “Customer” (a) If you are signing up to this Agreement in the course of your employment, the organisation that you represent;

  • (b) If you are signing up as a sole trader or other unincorporated business, yourself; or
  • (c) If you sign up using a corporate email domain, your organisation (that operates the domain).

• “Customer Data” means:

  • (i) the data inputted by the Customer, Users, or Beacon on the Customer's behalf;
  • (ii) the data held by the Customer’s third-party suppliers, including freight forwarders and carriers, that is supplied to Beacon; and / or
  • (iii) Customer purchase order and shipment data and all associated documents (such as bills of lading, air way bills, packing list, invoices, advance shipping notices and other similar documents), but does not include any insights derived from such data (either specifically or when aggregated with data from other Beacon customers).

• “Documentation” any specifications and instructions for use of the Services made available from time to time.

• “Effective Date” The earlier of (i) the date on which a Customer representative clicks “I agree” to accept this Agreement on the Beacon website and (ii) the Contract Start Date of the Order Form;

• “Fees” the fees specified on the Beacon website or, if applicable, in the Order Form and when upgrading Service Plans or purchasing Additional Products, Shipments or Users;

• “Force Majeure Event” means any circumstance not within a party's reasonable control including, without limitation:

  • (a) acts of God, flood, drought, earthquake or other natural disaster;
  • (b) epidemic or pandemic;
  • (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  • (d) nuclear, chemical or biological contamination or sonic boom;
  • (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
  • (f) collapse of buildings, fire, explosion or accident;
  • (g) any labour or trade dispute, strikes, industrial action or lockouts; and
  • (h) interruption or failure of the internet or other utility service.

• “Initial Term” means the period specified on the Beacon website at the point of sign-up or, if applicable, in the Order Form.

• “Insolvency Proceedings” means (a) a party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business (b) any step is taken to appoint an administrator, receiver or liquidator over a party or (c) a petition is filed or order made for or in connection with the winding up of a party;

• “Intellectual Property Rights” patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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.

• “Order Form” the document or online form entered into between the Customer and Beacon specifying the Services, the Fees and the Term;

• “Platform” the online software applications provided by Beacon as part of the Services, as updated from time to time.

• “Renewal Term” has the meaning given to it in clause 13.2

• “Services” the subscription services for use of the Platform and/or the Beacon API within the selected Service Plan and any Additional Products (as specified on the Beacon website or in the Order Form, if applicable) provided by Beacon to the Customer under this Agreement together with any implementation, support and/or consultancy services provided by Beacon.

• “Service Plan” means each tier of features within the Platform that the Customer selects on the Beacon website or, if applicable, in an Order Form.

• “Shipment” A container, air waybill, or road transport added to the Platform.

• “Term” the Initial Term and any Renewal Term.

• “Tracking Credit” A credit that permits the Customer to track one Shipment on the Platform per credit purchased.

• “Users” those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, and any third parties to which the Customer grants access to use the Platform.

• “User Terms” Means the terms entered into by Users with Beacon for use of the Platform, available at www.beacon.com.

• “Virus” anything or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program 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.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4 References to clauses and schedules are to the clauses and schedules of this Agreement, and references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2. USE OF THE PLATFORM

2.1 Beacon grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Users to use the chosen Service Plan of the Platform and any Additional Products during the Term of this Agreement solely for the Customer's internal business operations.

2.2 The Customer acknowledges that:

2.2.1 the Users will not be able to use the Platform unless they have accepted Beacon’s most recent User Terms;

2.2.2 Beacon will have no liability in relation to any User who cannot use the Platform because they have not accepted Beacon’s User Terms; and

2.2.3 the Users may have access to functionality on the Platform which allows certain Customer Data and other information regarding the Customer’s organisation and activities to be made publicly accessible, and Beacon shall not be liable for any loss or damage (including under clause 11 of this Agreement) arising from use of such functionality.

2.3 The Customer shall not, and it shall procure that the Users shall not:

2.3.1 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 this Agreement:

• (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or
• (b) attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; provided that nothing in this clause will prevent the Customer from accessing and making copies of the Beacon Data during the Term; or

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

2.3.3 use the Platform and/or Documentation to provide services to third parties; or

2.3.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Platform, any Beacon Data and/or Documentation available to any third party except the Users, or

2.3.5 attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Documentation, other than as provided under this Agreement; or

2.3.6 introduce or permit the introduction of, any Virus or Vulnerability into Beacon’s network and information systems.

2.3.7 upload to the Platform any sensitive or special category personal data.

2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or Documentation and, in the event of any such unauthorised access or use, promptly notify Beacon.

2.5 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any Affiliate of the Customer unless agreed by Beacon in writing. Where rights are granted to an Affiliate of the Customer, the Customer shall ensure its Affiliate complies with the terms of this Agreement and shall be responsible for the acts and omissions of the Affiliate (and its Users) as though they were the Customer’s own.

2.6 Beacon may suspend any User’s access to, or use of, the Platform if (a) there is a significant threat to the functionality, security, integrity, or availability of the Platform or (b) a User is using the Platform to commit an illegal act or otherwise in breach of the User Terms, in either case with no reimbursement of the Fees to the Customer.

2.7 The Customer must purchase a Tracking Credit for each Shipment added to the Platform, which will remain valid for 24 months from the relevant invoice date for each batch purchased.

2.8 The Customer may upgrade its Service Plan (where available) or purchase Additional Products or Tracking Credits at any time during the Term, subject to paying the relevant Fees.

2.9 Where the Customer has paid to use the Beacon API, Beacon grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Beacon API in accordance with the Documentation to query the Platform in order to extract Beacon Data and input or extract Customer Data during the Term of this Agreement solely for the Customer's internal business operations. Clauses 2.3 to 2.8 shall apply to the Customer’s use of the Beacon API in the same way that they apply to use of the Platform.

2.10 The Customer shall comply with (and not attempt to circumvent) any fair usage policy or limits on the number of permitted API Requests communicated to it by Beacon from time to time. The Customer shall comply with any restrictions or limits on the frequency and/or method of API Requests in a given period which may be set out from time to time on the Beacon website or separately notified to the Customer in writing (including in an Order Form). If the Customer exceeds any limits or restrictions on API Requests, Beacon may throttle, suspend or terminate the Customer’s access to the Platform and the Beacon API and apply a charge for the excess.

2.11 The Customer shall not use the Beacon API to develop any application that replicates or attempts to replace any Beacon platform, service or content, or use the Beacon API to create a product which functions substantially the same as the Beacon API. The Customer must not pre-fetch, cache, index, copy, re-utilise, extract, store (including in a database) or utilise any Beacon Data in any way that is effectively circumventing making an API Request.

3. BEACON’S OBLIGATIONS

3.1 Beacon shall, during the Term, provide the Services in conformity with the Documentation, with reasonable skill and care, and make the Services available to the Customer on and subject to the terms of this Agreement and, if applicable, the relevant Order Form.

3.2 Beacon will use commercially reasonable endeavours to:

3.2.1 provide the Services in such a way that minimises interruptions and maintains accuracy of the Beacon Data in the Platform;

3.2.2 resolve any unscheduled downtime of the Platform or any inaccuracies in the Beacon Data that it becomes aware of in a timely manner; and

3.2.3 meet any performance and delivery dates agreed with the Customer, but time of performance is not of the essence of the Agreement.

4. DATA PROTECTION

4.1 Beacon will act as a data controller in respect of any personal data it receives relating to the Users or that is provided in the context of receiving financial services from Beacon, and will process all such personal data in accordance with all applicable data protection laws and Beacon’s privacy notice (available at www.beacon.com). To the extent the Customer uploads any other personal data on the Platform, Beacon will act as a data processor in relation to such personal data and the terms of the data processing addendum (available at www.beacon.com) will apply and form part of this Agreement.

4.2 In the event that the Customer or any of its Users makes available any personal data to Beacon, including through the Platform or otherwise, the Customer shall ensure that it has all necessary rights and permissions to share such personal data with Beacon for the purposes of the intended processing.

5. CUSTOMER DATA

5.1 The Customer shall own all rights, title and interest in and to all the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 In the event of any loss or damage to Customer Data, Beacon shall use commercially reasonable endeavours to restore the lost or damaged Customer Data from the latest backup maintained by Beacon. Beacon shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by the Customer or by third parties who are not Beacon’s subcontractors.

5.3 The Customer appoints Beacon as its non-exclusive agent for the purposes of obtaining relevant Customer Data held by third parties and authorising such third parties to communicate such data to Beacon or its data aggregator partners in order to display it in the Platform. The Customer consents to Beacon accessing and viewing such Customer Data.

6. THIRD PARTY PROVIDERS

6.1 The Customer acknowledges that the Services may enable or assist it to access the content of, correspond with, and integrate data from, third parties via third-party websites or software and that it does so solely at its own risk. Beacon makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party data source, website or software, whether made available through the Platform or otherwise. Beacon recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website or software.

6.2 The Customer agrees that, to the extent the Platform is integrated with third-party software or services, the Customer shall accept and enter into the relevant third-party’s terms and conditions and pay the requisite licence fees to enable the provision of the Services. The Customer is solely responsible for entering into and complying with the third-party terms and conditions and Beacon has no liability for any issues caused, or additional licence fees incurred, as a result of the Customer integrating any such third party software or services.

6.3 Carbon credits. The Customer will have the ability to purchase carbon credits from a third party, Lune Climate Ltd (“Lune”), via the Platform. Any such purchases will be subject to Lune’s terms and conditions. Where the Customer wishes to purchase a carbon credit, it will notify Beacon via the Platform and Beacon will purchase the carbon credit on its behalf. Beacon will invoice the Customer on a monthly basis for any carbon credits purchased on its behalf, and the Customer will pay such invoices in accordance with clause 8. Beacon gives no warranty as to the suitability of any carbon credits offered by Lune or the accuracy of the information accompanying them.

7. CUSTOMER’S OBLIGATIONS

7.1 The Customer shall:

7.1.1 provide Beacon with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by Beacon in order to provide the Services, including providing all relevant Customer Data promptly on commencement of this Agreement;

7.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement;

7.1.3 ensure that the Users use the Platform in accordance with this Agreement and the User Terms and shall be responsible for any User's breach of this Agreement;

7.1.4 obtain and shall maintain all necessary licences, consents, and permissions necessary for Beacon, its contractors and agents to perform their obligations under this Agreement;

7.1.5 instruct and/or authorise its suppliers, carriers, forwarders and all other relevant parties within its supply chain to furnish Beacon with any Customer Data reasonably necessary for the provision of the Services;

7.1.6 ensure that its network and systems comply with the relevant specifications provided by Beacon from time to time; and

7.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Beacon's or its 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.

7.2 The Customer acknowledges and agrees that Beacon may reference the Customer’s use of the Services in its promotional materials (including on its website and social media channels) using the Customer’s name and logo(s). Beacon shall comply with any brand usage guidelines made available to it by the Customer in relation to such use. Promotional use shall not include any Customer Data or any of Customer’s Confidential Information.

8. FEES & PAYMENT

8.1 The Customer will pay Beacon any applicable Fees in accordance with this clause. Save as otherwise stated in this Agreement, any payments made are non-refundable, including where the Customer downgrades its Service Plan during the Term.

8.2 The invoicing frequency of the Fees will be specified on the Beacon website or, if applicable, an Order Form and the Customer will pay the Fees in accordance with the payment terms specified on the Beacon website or any Order Form (or where not specified, within 30 days of the date of the relevant invoice). Purchases through the Beacon website may be payable in full in advance before access to the Platform is made available. Any Overage Fees will be invoiced monthly in arrears and are payable in accordance with this clause. For purchases made through the Beacon website, the Customer authorises Beacon to automatically charge any payment method held on file by Beacon to pay for any automatic renewals pursuant to clause 13.2.

8.3 All amounts payable are exclusive of VAT or any other applicable sales taxes, which shall be paid by the Customer at the prevailing rate.

8.4 Beacon reserves the right to increase the Fees at the start of each Renewal Term, but will communicate any such increases to the Customer in advance of each Renewal Term. Any increase in Fees shall not exceed the greater of (a) 5% and (b) the increase in the UK Consumer Price Index in the preceding 12 months.

8.5 If Beacon does not receive payment of the Fees by the relevant due date, it may (at Beacon’s discretion) (a) downgrade the Customer to a free version of the Platform

• (b) disable Customer’s access to the Services and/or (c) charge interest on a daily basis on any overdue amounts at the rate of 3% above the Bank of England base rate. Beacon will not be obliged to provide the Services for so long as any Fees remain outstanding.

8.6 If the Customer believes that any amounts on an invoice are incorrect, it must contact Beacon within 30 days of the due date stated on the disputed invoice with a request for an adjustment or credit.

8.7 Where the number of Shipments tracked on the Platform exceeds the number of Tracking Credits purchased by the Customer, Beacon shall be permitted to invoice the Customer for the excess number of Shipments at the same rates for Tracking Credits as advertised on the Beacon website or as stated in the applicable Order Form.

9. INTELLECTUAL PROPERTY

9.1 The Customer acknowledges and agrees that Beacon and/or its licensors own all Intellectual Property Rights in the Services, the Platform, the Beacon API and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Platform, the Beacon API or the Documentation.

9.2 Beacon acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Data. The Customer grants Beacon a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence, together with the right to grant sublicenses to use the Customer Data:

9.2.1 to perform this Agreement, including creating an historic record of such Customer Data and displaying relevant information to the Customer;

9.2.2 to carry out research and analysis involving and in relation to the Customer Data;

9.2.3 to incorporate Customer Data into Beacon’s datasets (including any necessary modifications) and to use it to develop and improve the Platform, and build predictive models or in conjunction with machine learning tools or techniques, and to make further use of the Customer Data and such aggregated data provided that it does not directly or indirectly identify the Customer;

9.2.4 to troubleshoot and further understand, develop, enhance and improve Beacon’s and its Affiliate’s products and services (including the Services);

9.3 The Customer warrants that the Customer Data, and Beacon’s use of the Customer Data as permitted by this Agreement, does not infringe the rights of any third party.

10. INDEMNITY

10.1 Beacon indemnity. Beacon will defend the Customer against any claims that the Customer’s lawful use of the Platform or the Beacon API infringes a third party’s Intellectual Property Rights (a “Customer Claim”) and indemnify the Customer for all damages awarded against it and reasonable costs incurred in connection with such Customer Claims, provided that the Customer:

10.1.1 promptly notifies Beacon of any Customer Claims;

10.1.2 gives sole control of the defence and settlement of any Customer Claims to Beacon; and

10.1.3 cooperates with Beacon’s reasonable requests to assist the defence of settlement of any Customer Claim.

10.2 Customer indemnity. The Customer will defend, indemnify and hold harmless Beacon against any claims, actions, proceedings, losses, damages and reasonable costs arising out of or in connection with the Customer, or its end-users’, use of the Platform, the Beacon API and/or their integration with third party software at the Customer’s direction (a “Beacon Claim”), provided that Beacon:

10.2.1 promptly notifies the Customer of any Beacon Claims;

10.2.2 gives sole control of the defence and settlement of any Beacon Claims to the Customer; and

10.2.3 cooperates with Customer’s reasonable requests to assist the defence of settlement of any Beacon Claim.

11. CONFIDENTIALITY

11.1 Each party may be given access to Confidential Information from the other. A party's Confidential Information shall not be deemed to include information that:

11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2 was in the receiving party’s lawful possession before the disclosure;

11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other’s Confidential Information available to any third party (except with the disclosing party’s prior written consent), or use the Confidential Information for any purpose other than the implementation of this Agreement. Beacon is permitted to disclose the Customer’s Confidential Information (but only to the extent specified by the Customer) where the Customer uses features of the Platform to share such information with third parties.

11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Beacon’s Confidential Information.

11.6 Beacon acknowledges that the Customer Data constitutes the Customer’s Confidential Information which shall not be used except as permitted by this Agreement.

12. LIMITATION OF LIABILITY

12.1 Except as expressly and specifically provided in this Agreement:

12.1.1 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. Beacon shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Beacon by the Customer in connection with the Services, or any actions taken by Beacon at the Customer's direction;

12.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

12.1.3 the Services and the Documentation are provided to the Customer on an "as is" basis.

12.2 Beacon:

12.2.1 does not warrant that:

• (a) the Customer's use of the Platform or the Beacon API will be uninterrupted or error-free;
• (b) the Services, the Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
• (c) the Platform, the Beacon API or the Services will be free from Vulnerabilities or Viruses;

12.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

12.2.3 shall not be liable to the Customer, any User, or any third party for any costs, losses, damages or other penalties arising as a result of the introduction of, any Virus, Vulnerability, malware or other similar issue caused by the introduction into the Platform and Beacon’s network and information systems of any file or code by the Customer or any User.

12.3 Nothing in this Agreement limits or excludes the liability of either party for:

12.3.1 death or personal injury caused by Beacon's negligence;

12.3.2 fraud or fraudulent misrepresentation;

12.3.3 any other liability that cannot be limited or excluded under applicable law.

12.4 Neither party will be liable for any indirect, special or consequential loss, costs, damages, charges or expenses, loss of profits, loss of goodwill, loss of data or loss of opportunity.

12.5 Subject to clause 12.3, each party’s liability under this Agreement whether in tort (including for negligence or breach of statutory duty), contract, indemnity, misrepresentation, restitution or otherwise will not exceed the total amount of the Fees paid by the Customer in the 12 months preceding the first incident out of which liability arose. To the extent that the Customer is using a free version of the Services, Beacon’s total aggregate liability to the Customer will not exceed £100.

13. TERM AND TERMINATION

13.1 Subject to clause 13.3, this Agreement shall commence on the Effective Date and shall continue for the Initial Term, and thereafter until terminated in accordance with this clause 13.

13.2 Unless specified otherwise on the Order Form, if applicable, at the end of the Initial Term the Agreement will automatically renew for subsequent periods of 12 months (each a “Renewal Term”) unless either party gives written notice of termination at least 90 days prior to the end of the Initial Term or Renewal Term (as applicable).

13.3 If the Customer is using a free version of the Platform, the Customer will no longer be able to use the features of the Platform from the point at which the Customer reaches the Shipment volume limit under its Service Plan and has no further Tracking Credits on its account. These terms will remain in effect for so long as the Customer continues to access the Platform but with no obligation on Beacon to provide the Services.

13.4 Subject to clause 15.1, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

13.4.1 the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or

13.4.2 the other party is subject to any Insolvency Proceedings.

13.5 On termination of this Agreement:

13.5.1 except for perpetual licences, all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Platform and/or the Documentation;

13.5.2 Beacon may continue to use any aggregated or historic Customer Data in accordance with clause 9.2, and will (at the election of Beacon) anonymise or delete all other Customer Data in its possession or control;

13.5.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced;

13.5.4 clauses which expressly or impliedly survive termination continue in force including clauses 4, 8, 9.2, 9.3, 10, 11, 12, 13.5 and 15.9.

14. VARIATION

Beacon may amend this Agreement, the Documentation or the User Terms at any time by posting a revised version of the Agreement on www.beacon.com. Where Beacon makes any material change to the Agreement it will endeavour to notify the Customer by email. The Customer’s continued use of the Services will constitute its acceptance of the modified Agreement.

15. GENERAL

15.1 Force Majeure. Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. Where such failure or delay is ongoing for more than 30 days, the party not affected may terminate this Agreement by giving 30 days’ written notice.

15.2 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.3 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

15.4 Entire Agreement. The Order Form, this Agreement and the documents referred to within them constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Save for variations under clause 14, any alternative terms and conditions advanced or proposed by the Customer will not be valid, notwithstanding Beacon’s performance of the Services without expressly reserving its position under this Agreement.

15.5 Assignment. Neither party shall assign or transfer its rights or obligations under this Agreement without the written consent of the other party (which shall not be unreasonably withheld or delayed).

15.6 No Partnership. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15.7 Third party rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.8 Notices. Any notice required to be given under this Agreement shall be in writing and shall be sent by email to the other party's email address. Any notices sent to Beacon via email should copy legal@beacon.com in the message. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

15.9 Governing law. This Agreement will be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with it.

Platform User Terms

Last updated: 24 January 2024

1. Agreement

Your organisation has entered an agreement with Beacon Technologies Ltd and/or Beacon Capital Solutions Ltd (“we” or “us”) to allow its staff, contractors and/or third party suppliers to access the Platform. These terms are a direct agreement between you and us which govern your use of the Platform on behalf of your organisation. By accessing and using the Beacon Platform, you agree to be bound by these terms (“User Terms”). You are responsible for any activity taking place on your account and must comply with the obligations set out in these User Terms to ensure that the account remains secure.

2. Account management

Your organisation is responsible for administering your account and may add and remove your access, enable or disable any third party integrations and will be able to monitor any activity on your account at any time.

3. Licence

Beacon Technologies Ltd (“we” or “us”) grants to you a non-exclusive, non-transferable licence to use the Platform in accordance with these terms. You acknowledge that all intellectual property rights in the Platform anywhere in the world belong to us, that rights in the Platform are licensed (not sold) to you, and that you have no rights in, or to, the Platform other than the right to use them in accordance with these terms.

You grant to us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence, together with the right to grant sublicenses to use any user-generated data and content that you upload to the Platform to provide access to the Platform, to share such data and content with other users of the Platform, and to develop and improve the Platform and our other products and services.

4. Data protection

Any personal data that we collect in order to create your account will be processed in accordance with our privacy notice on www.beacon.com and all applicable data protection legislation.

5. Changes to these terms

We may update this policy from time to time as the Platform changes, so please check back frequently for updates. Your continued use of the Platform will constitute acceptance with any such changes. Any capitalised terms have the meaning given to them in the relevant terms of service.

6. Acceptable use

Below is a list of acceptable and unacceptable conduct while using the Platform which you must follow. If we believe that your conduct violates these User Terms or poses a threat to the security or viability of the Platform, we may suspend or terminate your access to the Platform, and that of any other users in your organisation.

You must:

• (a) Create strong passwords (at least 8 characters) and ensure you keep them confidential;
• (b) Ensure any data that you upload via the Platform is accurate, owned by you or your organisation, and kept up to date;
• (c) Make us aware if you suspect any unauthorised activity or a security breach involving your account (including where your login details have, or may have, been disclosed to a third party);

You must not:

• (a) Make unauthorised copies of the Platform;
• (b) Share login details with any third parties that are not authorised Users;
• (c) Use the Platform In any way that breaches any applicable local, national or international law or regulation or in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect or which is discriminatory, defamatory, obscene, depicts sexually explicit images, harmful, threatening, harassing or racially or ethnically offensive;
• (d) Upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
• (e) Attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
• (f) Access the Platform in order to build a similar or competitive product or service or scrape information from the Platform;
• (g) Upload any data that may infringe any third party Intellectual Property Rights;
• (h) Attempt to gain unauthorised access to the Platform or circumvent any software protection deployed from time to time.
• (i) Furnish, send or post any inaccurate or incomplete or misleading data or material;
• (j) Interfere or attempt to interfere with the proper working of the Platform;
• (k) Attempt to copy, store, modify, duplicate, create derivative works from, frame, mirror, republish, transmit or distribute the Platform or any data obtained from it (in whole or in part);
• (l) Use the Platform to provide services to third parties;
• (m) Attempt to licence, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Platform available to any third party except authorised Users;
• (n) Use the Platform for any purpose except for the purposes for which it is provided;
• (o) Use the functionality on the Platform which allows for information regarding your organisation and its activities to be made publicly accessible unless you have the appropriate authorisation to do.

7. Liability

We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

• (a) loss of profits, sales, business, or revenue;
• (b) business interruption;
• (c) loss of anticipated savings;
• (d) wasted expenditure;
• (e) loss or corruption of data or information;
• (f) loss of business opportunity, goodwill or reputation;
• (g) any special, indirect or consequential loss, damage, charges or expenses.

Other than the losses set out above (for which we are not liable), our maximum aggregate liability under or in connection with these terms whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £100.

Notwithstanding the above liability cap, nothing in these terms shall limit or exclude our liability for:

• (a) death or personal injury resulting from our negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) any other liability that cannot be excluded or limited by English law.

These terms set out the full extent of our obligations and liabilities in respect of the supply of the Platform. Except as expressly stated in these terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Platform which might otherwise be implied into, or incorporated in, these terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

8. Termination

We may remove your access to the Platform immediately by written notice to you if (a) there is a significant threat to the functionality, security, integrity, or availability of the Platform or (b) you are using the Platform to commit an illegal act or otherwise in breach of these terms.

On termination for any reason you must immediately stop all use of the Platform, and all rights granted to you under these terms will end.

9. Miscellaneous

We may transfer our rights and obligations under these terms to another organisation, but this will not affect your rights or our obligations under these terms.

These terms are governed by English law and are subject to the exclusive jurisdiction of the courts of England.