Terms of Service
Last updated: 20th October 2025
1. Agreement to Terms
These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “Customer”, “the Customer”), and Oculo Technologies Ltd (“Oculo”, “Oculo Technologies”, “we”, “us”, “our”, “vendor”), concerning your access to and use of the www.oculo.ai website as well as any other media form, media channel, web application, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Apps”). If you are entering into this agreement on behalf of an entity, then you represent and warrant that you have full authority to bind the entity to accept these Terms of Service.
Oculo is registered in the United Kingdom and has our registered office at 63-66 Hatton Garden, London, United Kingdom, EC1N 8LE. You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms of Service, including the Acceptable Use Policy posted on the website, which are incorporated into these Terms of Service.
IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We reserve the right in our sole discretion to make changes or modifications to these Terms of Service from time to time. Unless otherwise specified, these changes will become effective for the Customer at the point of a new order being placed or a renewal after the updated Terms are posted.
If you are using the Services prior to placing any order (“Free Trial”), then please ensure that you check the applicable Terms every time you use our Services so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted the changes in any revised Terms of Service by your continued use of the Services after the date such revised Terms of Service are posted.
The information provided in the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Any persons choosing to access the Services from other locations do so at their own initiative and are solely responsible for compliance with local laws.
2. Scope of Services
2.1 Subject to the scope and term detailed in the Order placed by the Customer, Oculo will provide the Customer with access to our cloud based platform (“Platform”), onboarding and training (“Onboarding”), customer support (“Support”), and any other professional services (“Professional Services”) or third party services (“Third Party Services”) specified in the order (collectively the “Services”). Any Third Party Services are governed by the third party’s terms, and Oculo does not control and is not responsible or liable for the content, operation, or performance of any Third Party Services. An Order (“Order”) means any order form, statement of work, purchase order, or other written instrument (including electronic equivalents) executed by Customer (or an authorised affiliate/partner) and accepted by Oculo, an Oculo affiliate, or an authorised reseller or partner of Oculo which sets out the specific Services, term, and fees. If you are using the Services as a Free Trial, then the scope of Services available is at the discretion of Oculo. Oculo is providing a professional service intended for business purposes only. Customers state that they use the Services only commercially and not as an individual consumer.
2.2 For the duration of the applicable term detailed in the Order placed by the Customer, or at the discretion of Oculo during a Free Trial, Oculo grants the Customer a non-exclusive, non-sublicensable, and non-transferable right to access and use the Services, and to download and use the Apps on devices that you own or control, solely for the Customer’s own internal business purposes. You may not copy any of the Apps or attempt to derive their source code (to the extent that such restriction is not prohibited by law).
2.3 It is the Customer’s sole responsibility to determine that the Services meet its business requirements and are fit for its intended purpose. The Services are provided “as is,” and Oculo makes no representation or warranty that the Services will meet the Customer’s specific requirements or achieve any particular result.
2.4 Oculo warrants that, during the applicable Term, the Services will materially conform to the Documentation when used in accordance with this Agreement and the Documentation.
2.5 Oculo warrants it will provide any Professional Services with reasonable skill and care. Customer’s sole and exclusive remedy for breach of this Clause 2.4/2.5 is re-performance within a reasonable time; failing which Customer may terminate the affected Services and receive a pro-rata refund of prepaid Fees for the remainder of the term.
2.6 Oculo may, from time to time, implement changes, upgrades, patches, bug fixes, or enhancements to the Apps or Services (collectively, “Updates”) without additional charge. Such Updates will automatically form part of the Services under this Agreement. Oculo may modify or discontinue any feature of the Services, provided that such modification does not materially reduce the overall functionality of the Services as provided to the Customer.
2.7 Oculo may develop or offer new features, products, modules, or applications that are not included in the Customer’s current Order (“New Products”). Access to or use of any New Product may be subject to additional fees and a separate Order before being included in the Customer’s Scope of Services.
2.8 The Services may technically integrate with Third Party Services to allow data import, export, or connections through APIs or other technical means for the convenience of the Customer (“Third Party Integrations”). Any Third Party Services are governed by the third party’s terms, and Oculo does not control and is not responsible or liable for the content, operation, or availability or performance of any Third Party Services. Oculo cannot guarantee the continued availability of Third Party Integrations, and if a Third Party Integration is discontinued for any reason the Customer will not be entitled to any refund, credit or compensation. Where feasible, Oculo will provide sixty (60) days notice of a Third Party Integration being discontinued.
3. Customer Usage and Responsibility
3.1 The Customer may access and use the Services solely for its internal business purposes in accordance with this Agreement and the applicable Order. The Customer shall ensure that each Authorised User:
a) is assigned a unique user account and access credentials; and
b) maintains the confidentiality of those credentials and does not share them with any other person.
3.2 The Customer is responsible for all activities conducted under its accounts, whether or not authorised.
3.3 The Customer shall not, and shall ensure that its Authorised Users do not, directly or indirectly:
a) permit access to or use of the Services through a single identification or password code by more than one user, or otherwise allow shared use of accounts;
b) provide, rent, lease, lend, resell, sublicense, or otherwise make the Services available to any third party, including through a service bureau, managed service, or time-sharing arrangement;
c) use the Services to provide hosting, application service provider, or software-as-a-service offerings to third parties;
d) perform or disclose any benchmark, performance, or comparison testing of the Services without Oculo’s prior written consent;
e) perform or disclose any security testing of the Services or related systems or infrastructure, including but not limited to network discovery, port scanning, vulnerability testing, password cracking, or penetration testing, without Oculo’s prior written consent;
f) remove, obscure, or alter any copyright, trademark, or proprietary rights notices appearing in or on the Services or Documentation;
g) use the Services in violation of any applicable law or regulation;
h) send, store, or transmit any material that is infringing, obscene, threatening, defamatory, or otherwise unlawful or tortious, including material that violates privacy or data-protection rights;
i) send, store, or introduce any viruses, worms, Trojan horses, or other malicious code in connection with the Services;
j) interfere with or disrupt the integrity or performance of the Services or data contained therein;
k) attempt to gain unauthorised access to the Services or related systems or networks; or
l) cause, permit, or encourage any Authorised User or third party to engage in any of the foregoing acts.
3.4 The Customer shall use the Services strictly in accordance with the Documentation and any operating or technical guidelines provided by Oculo. In particular, the Customer is responsible for:
a) correctly installing, positioning, and configuring all cameras and related Hardware in accordance with Oculo’s installation and setup instructions; and
b) following good scanning and data-capture practices as described in the Documentation or any guidance provided by Oculo.
The Customer acknowledges that failure to follow such Documentation or guidance may result in incomplete, poor-quality or unprocessable Customer Outputs including scans, images, or data, and that Oculo shall have no responsibility or liability for any resulting delay, inaccuracy, or inability to process or generate outputs.
3.5 Oculo may take enforcement action, including suspension under Clause 11.8, if it reasonably believes a breach of this Section has occurred.
4. Hardware
4.1 The Customer is responsible for provisioning the hardware required to use the Services, which includes cameras, mounting equipment, and lighting equipment or any other physical equipment required (“Hardware”). Care, maintenance, servicing or replacement of Hardware is the responsibility of the Customer. Cameras should be listed on Oculo’s equipment list as under support on Oculo’s support website (as may be updated from time to time). Oculo may, acting reasonably, withdraw support for older or obsolete camera models and will provide the Customer with at least thirty (30) days’ notice (or longer where reasonably practicable) by email or through the web application if the Customer continues to use such models. Oculo shall have no liability arising from the withdrawal of support for any Hardware model.
4.2 Hardware may be purchased from Oculo under an applicable Order. Oculo will supply new and unused Hardware to the delivery address provided by the Customer. Oculo may unbox and configure the Hardware prior to shipment. Title to the Hardware shall pass to the Customer upon full payment of the applicable fees. Risk in the Hardware shall pass upon delivery. Delivery dates are estimates only, and Oculo shall not be liable for any delay in delivery.
4.3 Hardware supplied by Oculo is manufactured by third parties. Oculo makes no representations or warranties regarding the Hardware and expressly disclaims all implied warranties, including satisfactory quality and fitness for purpose, to the maximum extent permitted by law. Oculo assigns and transfers to the Customer the benefit of any manufacturer’s warranty applicable to the Hardware, and the Customer shall be solely responsible for making any warranty claims directly with the manufacturer.
5. Health and Safety
5.1 Oculo provides the Services and related Hardware as digital tools for information capture and management only. Oculo does not assume, and expressly disclaims, any responsibility for the Customer’s compliance with health, safety, environmental, or site-management obligations under applicable law.
5.2 The Customer is solely responsible for ensuring that:
a) all Hardware is installed, operated, and maintained safely and in accordance with manufacturer and site-safety requirements;
b) all scanning, filming, or data-capture activities are performed by competent persons following applicable health and safety legislation and site rules; and
c) any outputs, images, or data from the Services are not relied upon as safety assessments or hazard identification tools.
5.3 Oculo shall have no liability for injury, loss, or damage arising from the Customer’s site activities, hardware installation, or failure to comply with health and safety laws.
6. Apple and Android Devices
6.1 This Section applies when the Customer accesses the Services via a mobile application obtained through the Apple App Store or Google Play (each an “App Distributor”).
6.2 Oculo grants the Customer a non-exclusive, non-transferable licence to install and use the mobile application on devices that the Customer owns or controls, and solely in accordance with this Agreement and the usage rules set forth in the applicable App Distributor’s terms of service.
6.3 Oculo, not the App Distributor, is responsible for providing any maintenance and support services for the mobile application as described in this Agreement or as required under applicable law. Each App Distributor has no obligation to furnish any maintenance or support services for the mobile application.
6.4 In the event of any failure of the mobile application to conform to any applicable warranty, the Customer may notify the applicable App Distributor, and—if applicable—the App Distributor may refund the purchase price (if any) for the mobile application in accordance with its policies. To the maximum extent permitted by law, the App Distributor shall have no other warranty obligation with respect to the mobile application, and any other claims, losses, liabilities, damages, costs, or expenses are the responsibility of Oculo.
6.5 The Customer represents and warrants that:
a) they are not located in a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist-supporting” country; and
b) they are not listed on any U.S. government list of prohibited or restricted parties.
6.6 The Customer agrees to comply with all applicable third-party terms of agreement when using the mobile application (for example, wireless-data service terms when using a VoIP feature).
6.7 The Customer acknowledges and agrees that each App Distributor is a third-party beneficiary of this Agreement with respect to the mobile application, and that each App Distributor shall have the right to enforce these terms against the Customer as a third-party beneficiary.
7. Intellectual Property Rights
7.1 Oculo and its licensors retain all right, title, and interest in and to the Apps, the Services, and all related materials and technology, including all software, source code, designs, interfaces, documentation, templates, methodologies, know-how, processes, and any and all modifications, enhancements, improvements, updates, or derivative works of the foregoing (collectively, “Oculo Property”).
7.2 All intellectual property rights in Oculo Property, including patents, copyrights, trademarks, trade secrets, and moral rights, are and shall remain the exclusive property of Oculo or its licensors.
7.3 Nothing in this Agreement transfers or assigns to the Customer any ownership rights in or to Oculo Property.
7.4 Subject to the Customer’s compliance with this Agreement, Oculo grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence during the Term to access and use the Services and Documentation solely for the Customer’s internal business purposes.
7.5 The Customer may print or electronically copy and internally distribute Documentation provided or made available by Oculo for its internal business purposes only, provided that all copyright and proprietary notices contained in the original Documentation are retained in all copies.
7.6 To the extent the Customer or its Authorised Users provide Oculo with any suggestions, feedback, or ideas regarding the Services (“Feedback”), the Customer grants Oculo a perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate such Feedback into its products and services without restriction or obligation.
7.7 Except as expressly permitted in this Agreement or required by applicable law, the Customer shall not, and shall not permit any third party to:
a) authorise or permit access to the Services or Documentation by anyone other than its Authorised Users;
b) sublicense, lease, rent, loan, or otherwise transfer rights of access or use to any third party;
c) use or access the Services for the purpose of building or assisting in the development of a competitive product or service;
d) copy, reproduce, frame, mirror, modify, or create derivative works of the Services (or any component, feature, function, user interface, or graphic thereof) or the Documentation; or
e) decompile, disassemble, reverse engineer, or otherwise attempt to derive or access the source code of the Services or any part thereof.
7.8 The Services and Documentation constitute valuable confidential and proprietary information of Oculo and are protected by copyright and other intellectual property laws. The Customer shall not remove or alter any proprietary notices appearing in or on any Oculo Property.
7.9 Oculo shall defend, indemnify, and hold harmless the Customer against any third-party claim that the authorised use of the Services infringes a valid patent, copyright, or registered trademark, provided that the Customer promptly notifies Oculo of the claim and cooperates fully in the defence.
7.10 Oculo shall have sole control of the defence and settlement of such a claim. Oculo shall have no liability under this clause to the extent that the alleged infringement arises from:
a) use of the Services other than in accordance with this Agreement or the Documentation;
b) modification or combination of the Services with any item or data not provided or approved by Oculo; or
c) materials or instructions supplied by the Customer.
7.11 If a claim under 7.9 is made or likely, Oculo may, at its expense: (a) procure the right for Customer to continue using the Services; (b) modify or replace the Services so they are non-infringing without materially reducing functionality; or (c) if (a) and (b) are not commercially reasonable, terminate the affected Services and refund any prepaid Fees for the remainder of the applicable term. This Clause 7.11 sets out Customer’s sole and exclusive remedy for third-party IP infringement claims.
8. Fees and Payment
8.1 The Customer shall pay Oculo the fees for the Services specified in the Order (“Fees”). Fees are based on the Services ordered and not on actual usage. Services ordered cannot be reduced, cancelled, or de-scoped during the applicable term.
8.2 Unless otherwise specified in the Order:
a) fixed-term Orders shall be invoiced in advance for the full term;
b) annual subscription Orders shall be invoiced annually in advance;
c) all invoices are payable within thirty (30) days from the invoice date.
8.3 Fees must be paid in full, in the currency as specified in the Order, without deduction, withholding, or set-off of any kind.
8.4 All Fees paid are non-refundable, except where otherwise expressly stated in these Terms or required by applicable law.
8.5 Fees are exclusive of all applicable taxes, levies, or duties. The Customer shall be responsible for payment of all such amounts related to its purchase of the Services, except for taxes based on Oculo’s income. Where Oculo is required by law to collect or remit any such taxes, these shall be added to the invoice and payable by the Customer.
8.6 Oculo may charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate, accruing daily from the due date until payment is received in full.
8.7 The Customer must notify Oculo of any good-faith invoice dispute within 15 days of receipt, with details. Undisputed amounts remain payable. The Parties will work in good faith to resolve disputes promptly.
9. Limitations on Damages
9.1 Except as expressly provided otherwise in this Agreement, neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
a) loss of profits, revenue, or anticipated savings;
b) loss or corruption of data or information;
c) loss of goodwill or reputation; or
d) indirect, incidental, special, exemplary, or consequential loss or damage,
in each case arising out of or in connection with this Agreement or the use of the Services, even if such loss was foreseeable or the Party was advised of the possibility of such loss.
9.2 Subject to the exclusions below, each Party’s total aggregate liability to the other arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid or payable by the Customer under this Agreement during the twelve (12) months immediately preceding the date on which the claim arose.
9.3 Exclusions: Nothing in this Agreement excludes or limits either Party’s liability for:
a) death or personal injury caused by its negligence;
b) fraud or fraudulent misrepresentation;
c) any liability which cannot be excluded or limited under applicable law; or
d) the Customer’s obligation to pay Fees properly due under this Agreement.
The limitation and exclusion provisions in this Clause shall not apply to any breach of confidentiality obligations or data-protection laws to the extent such exclusion is prohibited by applicable law.
9.4 The Parties acknowledge that the Fees and other terms of this Agreement have been set in reliance upon the limitations and exclusions of liability set forth herein, which reflect a fair allocation of risk between the Parties and form an essential basis of this Agreement. These limitations shall apply even if any remedy fails of its essential purpose.
9.5 Oculo shall indemnify and hold harmless the Customer against any direct losses, fines, or penalties imposed by a competent authority arising solely from Oculo’s proven breach of applicable Data Protection Laws (including the UK GDPR, EU GDPR and Data Protection Act 2018), where such breach results from Oculo’s negligence or wilful misconduct. This indemnity shall not apply to losses arising from the Customer’s own processing activities or instructions. Oculo’s aggregate liability under this clause is subject to and does not increase the limitation of liability set out in Clause 8.2.
10. Data and Security
10.1 Each Party (“Receiving Party”) shall keep confidential all information disclosed by the other Party (“Disclosing Party”) that is identified as confidential or would reasonably be considered confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”).
10.2 Confidential Information includes, without limitation, business, technical, financial, and customer information, trade secrets, and any non-public information relating to the Services. It does not include information that:
a) is or becomes publicly available without breach of this Agreement;
b) was lawfully known to the Receiving Party before disclosure;
c) is lawfully received from a third party without restriction on disclosure; or
d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
10.3 The Receiving Party shall use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement and shall not disclose it to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.
10.4 The Receiving Party may disclose Confidential Information where required by law, court order, or governmental authority, provided that it (where lawful) gives the Disclosing Party prompt written notice to enable it to seek a protective order or other appropriate remedy.
10.5 Each Party shall implement and maintain reasonable security measures to protect Confidential Information and shall return or destroy such information upon written request or upon termination of this Agreement, subject to any rights of retention required by law.
10.6 In using the Services, the Customer may provide, upload, submit, integrate with, or make available to Oculo or the Apps data including photos, videos, drawings, models, or other materials (“Customer Data”). The Customer retains all right, title, and interest in and to the Customer Data.
10.7 The Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data.The Customer warrants that it owns, or has obtained all necessary licences, rights, and permissions to provide the Customer Data and to permit its use by Oculo in accordance with this Agreement, and that such use does not infringe any third-party rights, including intellectual property rights or data protection rights.
10.8 The Customer grants to Oculo a non-exclusive, worldwide, royalty-free licence during the Term to host, copy, use, process, transmit, display, and create derivative works of Customer Data, to the extent necessary to provide, maintain, support, and improve the Apps and Services under this Agreement. Oculo may retain copies of Customer Data as required to comply with law, resolve disputes, enforce its rights, or maintain business continuity backups. Oculo shall treat all Customer Data as Customer Confidential Information.
10.9 In providing the Services, Oculo may process Customer Data to generate data, reports, analytics, or visualisations made available to the Customer via the Apps (“Customer Outputs”). The Customer owns all right, title, and interest in and to the Customer Outputs. For clarity, Oculo retains ownership of all software, algorithms, and methodologies used to create such Customer Outputs. The Customer acknowledges that Customer Outputs are made available for viewing and use through the Platform only, and that Oculo is not obliged to provide separate data export, download, or extraction functionality except as expressly stated in this Agreement or required by law.
10.10 Oculo may generate, use, and retain aggregated or de-identified data derived from Customer Data or Services usage (“Derived Data”) for the purposes of operating, analysing, improving, and developing its products and services, including training and enhancing machine-learning or artificial-intelligence models. Derived Data will not identify the Customer or any individual, and Oculo shall own all rights, title, and interest in and to such Derived Data.
10.11 To the extent that Customer Data includes personal data (as defined in applicable data-protection laws, including the UK GDPR, EU GDPR and the Data Protection Act 2018):
a) the Customer acts as data controller (or, where applicable, data exporter) and Oculo acts as data processor (or data importer);
b) each Party shall comply with its respective obligations under applicable data-protection laws in connection with the processing of such personal data; and
c) Oculo’s processing of personal data on behalf of the Customer shall be governed by the Data Processing Agreement (DPA) incorporated by reference into this Agreement, which sets out the subject matter, nature, and purpose of the processing, the categories of data and data subjects, and the obligations and rights of each Party, including provisions on sub-processors, international transfers, and security measures.
d) Oculo may appoint sub-processors under a framework of general authorisation as set out in the DPA, maintaining a current list and providing notice of changes with a reasonable objection right;
e) International transfers will be safeguarded using the UK IDTA and/or the UK Addendum to the EU SCCs, as applicable;
f) Oculo will notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer personal data, in accordance with the DPA.
10.12 Oculo will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data. These safeguards apply to all systems used to process Customer Data and are aligned with recognised industry standards such as ISO 27001 or equivalent. Details of Oculo’s current controls are available at its Trust Centre.
10.13 Neither Party shall be liable for a data or security breach to the extent that such breach results from the other Party’s (or, in the case of the Customer, its Authorised Users’) failure to secure its systems or access credentials. The Customer shall ensure that its Authorised Users implement appropriate access controls and shall use commercially reasonable endeavours to prevent the introduction of malicious software into the Services.
10.14 Oculo will retain Customer Data for the duration of this Agreement (including any renewal term) and the Extended Hosting Period and as necessary to provide the Services in accordance with this Agreement.
10.15 Following the later of (i) expiry/termination of this Agreement and (ii) expiry of the Extended Hosting Period, Oculo will keep Customer Data/Outputs in a recoverable state for up to ninety (90) days (the “Retrieval Window”) solely for export/retrieval, unless a longer period is required by law or agreed in writing. After the Retrieval Window, Oculo will securely delete or anonymise such data from active systems and thereafter from backups per its data-retention cycles.
10.16 The Customer may request earlier deletion of Customer Data by providing written notice. Oculo will use commercially reasonable efforts to comply with such a request, provided that retention is not required for legal, regulatory, security, or audit purposes.
10.17 Oculo may continue to retain and use non-personal Derived Data, system logs, and other aggregated or de-identified data generated from Customer Data for its legitimate business purposes, as permitted under this Agreement. Such data shall not identify the Customer or any individual.
10.18 Deletion of Customer Data from active systems will not immediately remove copies from backup or archival systems maintained for disaster recovery. Such copies will be deleted or overwritten in accordance with Oculo’s standard data-retention cycles.
11. Extended Data Hosting and Access
11.1 Where included in an Order, and upon completion or expiry of the active Services Term under that Order, unless otherwise agreed, Oculo will continue to host the Customer Data and Customer Outputs generated during the Term for archival access (the “Extended Hosting Period”).
11.2 Unless otherwise agreed in writing, the Extended Hosting Period will continue for up to twelve (12) years from (a) the completion date of the relevant project during the Term, or (b) the termination or expiry date of the Services, whichever applies.
11.3 During the Extended Hosting Period:
a) the Customer will have read-only access to its Customer Data and Customer Outputs through the Platform;
b) Oculo will not be required to provide active data processing, support, or functionality beyond secure hosting and retrieval;
c) no uptime, availability, or service-level commitments apply; and
d) Oculo may archive or migrate the Customer Data and Customer Outputs to alternate storage systems provided continued access is maintained.
11.4 Oculo will maintain commercially reasonable administrative, physical, and technical safeguards for Customer Data and Customer Outputs throughout the Extended Hosting Period, consistent with its Data Retention and Deletion Policy and applicable data-protection law.
11.5 The Customer must maintain an active account and up-to-date contact information to enable continued access. Oculo may suspend access or delete Customer Data and Customer Outputs earlier if the Customer requests deletion or fails to maintain an active account.
11.6 At the expiry of the Extended Hosting Period, Oculo will securely delete or anonymise Customer Data and Customer Outputs in accordance with its Data Retention and Deletion Policy, unless the Parties agree in writing to extend the hosting period.
12. Term and Termination
12.1 This Agreement shall commence on the Order effective date (“Effective Date”) and continue until all active Orders have expired or been terminated in accordance with this Section. Where the Customer accesses the Services under a Free Trial, the trial will automatically terminate at the end of the specified trial period unless the Customer places an Order before that date.
12.2 Unless otherwise stated in an Order, either Party may terminate this Agreement or any individual Service for convenience upon not less than thirty (30) days’ written notice to the other, effective at the end of the then-current Order term. Early termination of an Order shall not relieve the Customer of its payment obligations for the remainder of that Order term.
12.3 Either Party may terminate this Agreement immediately by written notice if the other Party:
a) commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice specifying the breach; or
b) becomes insolvent, enters liquidation or administration, or has a receiver or similar officer appointed over its assets or business.
12.4 Upon termination or expiry of this Agreement:
a) all outstanding Fees and charges up to the effective date of termination shall become immediately due and payable;
b) the Customer’s access to the Services will cease; and
c) Oculo will provide the Customer with the opportunity to retrieve Customer Data in accordance with Clause 10.15, after which Customer Data will be deleted or anonymised.
12.5 Fees paid are non-refundable except where this Agreement is terminated by the Customer due to Oculo’s material breach, in which case Oculo will refund any prepaid Fees covering the remainder of the terminated term after the effective termination date.
12.6 Provisions of this Agreement which by their nature are intended to survive termination or expiry shall continue in full force and effect, including but not limited to clauses relating to ownership, confidentiality, health and safety, limitation of liability, data protection, governing law, and dispute resolution.
12.7 Termination or expiry of this Agreement shall not affect any accrued rights, remedies, obligations, or liabilities of either Party existing as of the termination date.
12.8 Oculo may suspend the Services (in whole or part) immediately upon notice if:
a) necessary to address a security risk or prevent harm;
b) required by law or order;Customer materially breaches this Agreement (including AUP) or fails to pay undisputed Fees when due.
Oculo will use reasonable efforts to limit the suspension in scope/duration and restore access promptly after the underlying issue is resolved. Suspension does not relieve the Customer of its payment obligations.
13. Force Majeure
13.1 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if and to the extent such failure or delay results from acts, events, omissions, or circumstances beyond its reasonable control (a “Force Majeure Event”). Force Majeure Events include, without limitation, strikes, lock-outs or other industrial disputes; failure of a utility service, telecommunications, or transport network; act of God; war, riot, civil commotion, or terrorism; malicious damage; epidemic, pandemic, or public-health emergency; compliance with any law or governmental order, rule, regulation, or direction; accident; fire; flood; storm; or other natural disaster.
13.2 The affected Party shall promptly notify the other Party in writing of the Force Majeure Event, its expected duration, and the steps being taken to mitigate its impact. The affected Party shall use all reasonable endeavours to resume full performance as soon as reasonably practicable.
13.3 If performance of material obligations under this Agreement is prevented by a Force Majeure Event for a continuous period of ninety (90) days, either Party may terminate this Agreement by giving written notice to the other Party. Termination under this clause shall be without liability, except for:
a) obligations accrued before the Force Majeure Event; and
b) any payment obligations due for Services rendered prior to termination.
14. Notices
14.1 Any notice or communication required or permitted under this Agreement shall be in writing and delivered by hand, sent by pre-paid first-class post or recorded delivery, or by email to the contact details specified in the Order or as otherwise notified by either Party in writing.
14.2 Notices shall be deemed received:
a) if delivered by hand, on signature of a delivery receipt;
b) if sent by pre-paid post or recorded delivery, at 9.00 a.m. on the second Business Day after posting; or
c) if sent by email, at the time of transmission, provided no delivery failure notice is received.
14.3 This Clause shall not apply to the service of any proceedings or other documents in any legal action.
15. Final Provisions
15.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
15.2 This Agreement (including any Orders and incorporated policies or schedules) constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, proposals, or communications, whether written or oral, relating to its subject matter. Any modification or amendment must be in writing and executed by authorised representatives of both Parties.
15.3 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
15.4 Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets, provided such assignment does not adversely affect the other Party’s rights.
15.5 If there is any conflict, the following order applies: (1) the Order; (2) the DPA; (3) these Terms; (4) incorporated policies/Documentation. Customer PO terms do not apply unless expressly agreed in writing by Oculo.
15.6 Except as expressly set out in Clause 5.7, this Agreement does not create any third-party beneficiary rights.
