RegBeat — Terms of Service and Subscription Agreement

Effective date: [DATE]
Last updated: [DATE]

1. Introduction

Welcome to RegBeat, a regulatory intelligence and compliance workflow platform provided by [FULL LEGAL COMPANY NAME], trading as Boroscope (“Boroscope”, “we”, “us” or “our”).

Company registration number: [NUMBER]
Registered office: [ADDRESS]
Contact email: [EMAIL]
Website: https://www.boroscope.com

These Terms of Service and Subscription Agreement (“Terms”) govern access to and use of the RegBeat platform, including its applications, regulatory intelligence services, artificial intelligence features, APIs, integrations, subscription plans, documentation, support services and related functionality (collectively, the “Services”).

By creating an account, purchasing a subscription, executing an Order Form, or accessing or using the Services, the contracting customer (“Customer”, “you” or “your”) agrees to these Terms.

If you access the Services on behalf of a company or another organisation, you confirm that you are authorised to bind that organisation to these Terms.

If you do not agree to these Terms, you must not access or use the Services.

2. Scope and Business Use

RegBeat is designed primarily for professional and business use, including use by regulated financial institutions, compliance professionals, risk management teams, legal professionals and other authorised organisational users.

The Services are not intended for personal, household or consumer use unless Boroscope expressly agrees otherwise.

These Terms do not exclude or restrict any statutory rights that cannot lawfully be excluded.

Where an individually negotiated written agreement exists between Boroscope and the Customer, that agreement will take precedence over these Terms to the extent of any inconsistency, subject to its express order-of-precedence provisions.

3. Definitions

For the purposes of these Terms:

“Account” means the Customer’s registered organisation account through which authorised users access the Services.

“Authorised User” means an employee, contractor, adviser or other individual permitted by the Customer to access the Services.

“Customer Data” means information, documents, records, files, configurations, policies, procedures, controls, evidence, instructions and other content submitted, uploaded, stored or processed through the Services by or for the Customer.

“Customer Output” means reports, assessments, summaries, recommendations, regulatory analyses and other results generated for the Customer through the Services.

“Documentation” means user guides, service descriptions and operating instructions supplied or published by Boroscope.

“Order Form” means an ordering document, online checkout confirmation, commercial proposal or other agreement specifying the subscribed Services, fees, term and applicable conditions.

“Subscription” means the time-limited right to access specified Services under a purchased or otherwise authorised plan.

“Subscription Term” means the initial subscription period and any subsequent renewal period.

“Third-Party Services” means systems, external regulatory sources, payment processors, artificial intelligence providers, infrastructure services and other third-party offerings used in connection with the Services.

4. Description of the Services

RegBeat provides software capabilities intended to support regulatory monitoring, regulatory intelligence, applicability analysis and related governance activities.

Depending on the purchased subscription, enabled capabilities and applicable configuration, the Services may include:

Monitoring and ingestion of supported regulatory publications and sources.
Regulatory document processing, parsing, classification and structured analysis.
Identification and review of regulatory obligations and supervisory expectations.
Assessment of potential regulatory relevance using Customer-provided organisational context.
Management of legal entities, jurisdictions, regulatory permissions and business activities.
Regulatory change review, ownership assignment and workflow coordination.
Regulatory obligation and impact management.
Implementation inventory and relationships involving policies, procedures, controls and other governance records.
Evidence management and implementation review functionality.
AI-assisted summaries, interpretations and recommendations.
Reports, exports, audit trails and historical records.
Supported integrations, APIs and administrative controls.

Not all features are included in every subscription or available to every Customer.

Feature availability may depend on subscription entitlements, service configuration, supported jurisdictions, source availability, required customer information, deployment arrangements and product release status.

Boroscope does not guarantee the availability of any feature that has been identified as experimental, planned, in development or subject to separate agreement.

5. Regulatory Intelligence and Important Limitations

5.1 Decision-support service

RegBeat is a technology-enabled regulatory intelligence and decision-support platform.

It does not provide legal advice, a legal opinion, an authorised regulatory determination, statutory audit services or independent certification of regulatory compliance.

5.2 Customer responsibility

The Customer remains responsible for:

Determining the regulatory requirements applicable to its business.
Reviewing regulatory interpretations and applicability assessments.
Ensuring the accuracy and completeness of its organisational profile.
Making final legal, regulatory and compliance decisions.
Approving obligations, policies, controls and remediation activities.
Meeting reporting deadlines and regulatory obligations.
Maintaining appropriate governance, oversight and internal controls.
Obtaining professional legal or regulatory advice where necessary.

5.3 Limitations of regulatory information

Although RegBeat is designed to support traceable regulatory analysis, regulatory publications and their interpretations may be incomplete, delayed, amended, superseded, ambiguous or unavailable.

RegBeat does not guarantee:

Complete monitoring of every regulator or publication.
Coverage of every law, rule, supervisory expectation or jurisdiction.
That every regulatory obligation will be identified.
That all applicability conclusions will be correct.
That third-party regulatory sources will remain available or unchanged.
That regulatory deadlines will always be identified or updated immediately.
That use of the Services will ensure compliance with applicable law.

Source coverage is limited to the relevant supported and configured services and regulatory sources.

5.4 No replacement of professional judgement

Customer users must exercise appropriate professional judgement when relying on regulatory information, AI-assisted interpretations, workflow recommendations or other Customer Output.

No Customer Output should be treated as a final legal or compliance decision without appropriate review.

6. Account Registration and Administration

6.1 Account creation

The Customer must provide accurate and complete registration information and keep that information current.

Boroscope may require verification of the organisation, administrator, payment details or authorised representative before activating particular Services.

6.2 Organisation administrators

The Customer is responsible for appointing and managing its organisation administrators.

Administrators may be permitted to manage users, access permissions, organisational information, configurations, security settings and subscriptions, subject to available functionality.

6.3 Authorised Users

The Customer must ensure that Authorised Users comply with these Terms.

User accounts must not be shared between individuals.

The Customer is responsible for activity conducted through its accounts to the extent attributable to its users, credentials, configuration or failure to comply with its obligations, except where caused by Boroscope’s breach of these Terms or applicable law.

6.4 Security obligations

The Customer must:

Protect account credentials.
Use appropriate authentication measures.
Restrict access to authorised individuals.
Remove access when no longer required.
Inform Boroscope promptly of suspected unauthorised account access.
Avoid intentionally introducing malicious content or compromising platform security.

Boroscope may implement authentication, role-based permissions, usage restrictions and additional security measures where appropriate.

7. Subscription Plans

7.1 Subscription models

RegBeat may be offered through self-service subscriptions, guided onboarding subscriptions or individually negotiated enterprise arrangements.

Plan names, included capabilities, usage allowances, prices, user limits and service commitments will be specified on the applicable pricing page, checkout page or Order Form.

Descriptions of plan tiers are commercial descriptions and do not guarantee access to features not included in the purchased entitlement.

7.2 Self-service subscriptions

Where online self-service purchasing is available, Customers may select an eligible subscription plan and complete payment through the designated checkout process.

Before an order is submitted, Boroscope will display or make available the applicable subscription price, billing frequency, relevant taxes, initial subscription period, renewal terms and material usage limitations.

The Subscription becomes effective when Boroscope accepts the order and activates access, or on the commencement date stated in the order confirmation.

7.3 Enterprise subscriptions

Enterprise Customers may enter into a separately negotiated Order Form or Master Services Agreement.

Such agreements may specify:

Subscription duration.
User or entity allowances.
Modules and functionality.
Deployment arrangements.
Regulatory source coverage.
Implementation and onboarding services.
Support levels.
Service level commitments.
Data protection requirements.
Security and procurement requirements.
Payment and invoicing terms.
Renewal and termination rights.

Any such arrangements are binding only where expressly included in the applicable executed agreement.

7.4 Subscription changes

Customers may request upgrades, additional users, expanded capabilities or other modifications.

An upgrade may result in additional charges calculated according to the pricing disclosed when the change is accepted.

Downgrades ordinarily take effect at the next renewal unless the applicable ordering terms state otherwise.

Boroscope will disclose any applicable change in charges before the Customer confirms a self-service subscription modification.

8. Free Trials, Demonstrations and Evaluation Access

Boroscope may provide free trials, evaluation accounts, demonstrations, pilot deployments or design-partner access.

Unless otherwise agreed:

Evaluation access is limited to the communicated evaluation period.
Evaluation environments may have reduced functionality, usage limits or data retention.
Evaluation features may not be suitable for production regulatory workflows.
Boroscope may end evaluation access at the stated expiry date.
The Customer remains responsible for any information uploaded during evaluation.

A trial will not convert into a paid subscription without a payment authorisation or other valid contractual agreement.

If a trial is offered with automatic conversion to a paid subscription, that arrangement must be clearly disclosed and expressly accepted before the trial begins.

Evaluation services may be subject to additional written terms.

9. Pricing, Purchases and Payment

9.1 Subscription fees

Fees are determined by the applicable pricing page, checkout confirmation or executed Order Form.

Fees may depend on the subscription plan and agreed metrics, such as authorised users, enabled capabilities, supported entities, usage allowances or service configuration.

No particular pricing metric applies unless it has been disclosed and agreed.

9.2 Billing frequency

Subscriptions may be billed monthly, annually or according to another agreed billing schedule.

The applicable schedule will be confirmed before purchase.

9.3 Payment methods

Boroscope may accept payment through an authorised third-party payment processor, bank transfer or other supported method.

Available payment methods will be identified during checkout or in the applicable invoice or Order Form.

The Customer authorises the collection of subscription fees through the payment method selected and expressly approved for recurring billing.

9.4 Payment authorisation

By submitting an order with recurring payment authorisation, the Customer permits Boroscope or its authorised payment provider to collect amounts payable for the subscription and applicable renewals under the disclosed billing terms.

The Customer must maintain valid billing details and promptly update any expired or invalid payment method.

9.5 Taxes

Unless expressly stated otherwise, business subscription prices exclude applicable VAT, sales tax, GST, withholding tax or similar transaction taxes.

Any applicable taxes will be calculated and disclosed as required by law.

The Customer is responsible for taxes properly chargeable on its purchases, excluding taxes imposed on Boroscope’s net income.

9.6 Invoices and receipts

Boroscope will make invoices, receipts or other appropriate payment confirmations available in accordance with applicable law and the selected billing method.

9.7 Failed payments

If payment is unsuccessful, Boroscope may notify the Customer, request updated payment details and attempt collection in accordance with the disclosed payment authorisation.

Access may be suspended for continued non-payment after appropriate notice, except where immediate action is permitted by law or necessary to prevent fraud or security harm.

Suspension does not extinguish undisputed fees validly incurred before suspension.

9.8 Billing disputes

Customers should notify Boroscope of suspected billing errors as soon as reasonably practicable.

Boroscope will investigate disputes in good faith and correct confirmed billing errors.

Nothing in these Terms restricts rights to contest unauthorised charges or pursue remedies available under applicable payment or consumer protection law.

10. Automatic Renewal

Unless the applicable order expressly provides otherwise, a paid subscription designated as automatically renewing will renew at the end of each Subscription Term for the renewal period disclosed at purchase.

The Customer authorises recurring payment only where the renewal arrangement and relevant charges have been clearly disclosed and accepted.

Customers may turn off automatic renewal through the available subscription-management functionality or by contacting the billing contact provided by Boroscope.

Cancellation of automatic renewal prevents further renewal charges after the current paid term, subject to the applicable cancellation timing and any binding enterprise agreement.

Boroscope will provide legally required renewal information, reminders, cancellation options and notices.

For negotiated enterprise contracts, renewal and notice requirements will be governed by the executed Order Form or Master Services Agreement.

11. Subscription Cancellation

11.1 Self-service cancellation

Where self-service subscription management is available, the Customer may cancel automatic renewal through its billing or subscription settings.

If account-based cancellation functionality is temporarily unavailable, the Customer may request cancellation through [BILLING EMAIL].

11.2 Effective date

For prepaid self-service business subscriptions, cancellation ordinarily takes effect at the end of the current paid Subscription Term unless the applicable plan or law provides for earlier termination.

The Customer may continue to use paid Services until that date, provided the account remains in good standing.

11.3 Monthly subscriptions

A monthly Customer may stop the next renewal by cancelling before the next billing charge is due.

The cancellation process will identify the effective date before confirmation.

11.4 Annual subscriptions

An annual Customer may prevent renewal by cancelling before the next annual renewal charge is due.

Early cancellation does not automatically entitle the Customer to a refund for unused months, except where expressly provided by the applicable agreement or required by law.

11.5 Enterprise cancellation

Enterprise subscription termination is governed by the relevant executed agreement, including any minimum commitment, notice period and early termination provisions.

11.6 Confirmation

Boroscope will provide confirmation of cancellation or non-renewal and the effective termination date.

12. Refunds

12.1 General policy

Subscription fees are ordinarily non-refundable once the relevant paid service period begins, except:

Where required by applicable law.
Where a refund is expressly provided by the applicable order or subscription terms.
Where Boroscope agrees to a refund.
Where the Customer has a contractual right to a refund because of Boroscope’s material breach.

12.2 Duplicate or incorrect charges

Confirmed duplicate payments, billing errors and unauthorised charges will be addressed in accordance with applicable law and payment-provider requirements.

12.3 Service failures

Where a material failure of the Services gives rise to a contractual or statutory remedy, Boroscope will provide the applicable remedy, which may include correction, service restoration, service credits, termination or refund, as required by the governing agreement or law.

12.4 Unused subscription periods

Unused time remaining following voluntary cancellation is not automatically refundable unless the applicable plan, Order Form or law states otherwise.

12.5 Statutory rights

Nothing in this section excludes mandatory cancellation, refund or other statutory rights.

13. Usage Limits and Fair Use

Subscriptions may include usage allowances or restrictions relating to users, organisations, processing jobs, storage, API requests, AI processing, regulatory sources or other resources.

Applicable limits will be communicated through the subscribed plan, product documentation or Order Form.

Boroscope may apply reasonable technical restrictions to protect availability, security and fair allocation of shared resources.

If the Customer exceeds an allowance, Boroscope may request an upgrade, restrict additional usage or apply separately agreed charges.

No unannounced overage fee will be imposed merely because usage exceeds an allowance.

14. Customer Data and Ownership

14.1 Customer ownership

The Customer retains its rights, title and interest in Customer Data.

These Terms do not transfer ownership of Customer Data to Boroscope.

14.2 Licence to process Customer Data

The Customer grants Boroscope and its authorised processors a limited, non-exclusive right to host, access, transmit, reproduce, transform and otherwise process Customer Data only as reasonably necessary to:

Provide the subscribed Services.
Perform the Customer’s authorised instructions.
Maintain security, reliability and service integrity.
Provide agreed support.
Meet applicable legal obligations.
Exercise other rights expressly permitted by the governing agreement.

14.3 Customer permissions

The Customer confirms that it has the necessary rights, permissions and lawful basis to provide Customer Data for processing.

The Customer must not upload information that it is prohibited from disclosing or processing through the Services.

14.4 Accuracy of Customer Data

The Customer is responsible for maintaining accurate organisational information, including legal entities, authorisations, activities, products, jurisdictions, internal ownership and implementation records.

Incomplete or outdated Customer Data may affect the usefulness or accuracy of regulatory assessments.

15. Artificial Intelligence Features

15.1 AI-assisted functionality

Certain RegBeat functions may use artificial intelligence or machine learning to support document analysis, regulatory interpretation, classification, summarisation, applicability assessment, evidence review and other permitted functions.

15.2 Limitations

AI-generated material may contain factual errors, omissions, incomplete interpretations or unsupported conclusions.

AI outputs must be treated as decision-support information and reviewed as appropriate by competent Customer personnel.

15.3 Human governance

Where the Services distinguish proposed assessments from reviewed or approved determinations, the Customer remains responsible for applying its own governance procedures and authorising decisions.

Boroscope does not assume responsibility for the Customer’s final regulatory or compliance determinations.

15.4 Third-party AI providers

Where third-party AI providers are used, relevant data may be processed by those providers under contractual and technical controls applicable to the selected service configuration.

Information about material data-processing arrangements is provided in the Privacy Policy, applicable Data Processing Agreement and any relevant service-specific documentation.

15.5 AI model training

Boroscope will not use non-public Customer Data to train or fine-tune general-purpose AI models for Boroscope or third-party use without separate, explicit contractual authorisation.

This provision does not prevent processing strictly necessary to provide an authorised AI feature, subject to the applicable data-processing terms.

15.6 AI features and availability

The availability of AI functions may depend on provider availability, subscription entitlement, configuration, administrator controls and applicable usage limits.

16. Intellectual Property

16.1 Boroscope intellectual property

Boroscope and its licensors retain ownership of the Services, software, interfaces, trademarks, methodologies, documentation, platform architecture and other proprietary technology.

The Customer receives a limited, non-exclusive, non-transferable right to use the subscribed Services during the Subscription Term, subject to these Terms.

16.2 Customer Output

As between Boroscope and the Customer, and subject to third-party rights and applicable law, the Customer may use Customer Output generated for its authorised internal business purposes.

Boroscope retains ownership of the underlying platform, software, templates, processing methods and generally applicable technology.

No exclusive intellectual property rights are granted in regulatory source materials, publicly available documents or third-party content.

16.3 Regulatory source content

Regulatory publications may be subject to Crown copyright, public-sector information licensing, regulator-specific reuse terms or other third-party rights.

The Customer’s use or redistribution of source publications remains subject to applicable legal and licensing restrictions.

16.4 Feedback

If the Customer voluntarily provides suggestions about the Services, Boroscope may use those suggestions to improve its products without transferring ownership of the Customer’s confidential information or Customer Data.

17. Acceptable Use

The Customer and its Authorised Users must not:

Access accounts, data or systems without authorisation.
Attempt to bypass authentication or permission controls.
Interfere with the availability or security of the Services.
Introduce malicious code.
Conduct unauthorised penetration testing or vulnerability exploitation.
Use the Services to violate applicable law.
Redistribute or commercially resell the Services without permission.
Use automated methods that unreasonably burden the platform.
Circumvent applicable subscription or usage restrictions.
Attempt to obtain another customer’s information.
Reverse-engineer protected software except to the extent permitted by mandatory law.
Use AI functions for unlawful discrimination, unlawful surveillance or other prohibited purposes.

Boroscope may investigate suspected violations and take proportionate protective measures.

18. Third-Party Services and Integrations

The Services may interact with external regulatory information providers, technology platforms, cloud infrastructure, payment processors, identity providers, AI services or Customer-authorised integrations.

Third-Party Services may be governed by separate terms.

Boroscope is not responsible for failures caused solely by independent third-party systems outside its reasonable control, except to the extent Boroscope remains responsible under its contractual obligations or applicable law.

The Customer is responsible for ensuring that it is authorised to connect external systems and exchange information through enabled integrations.

Boroscope may suspend an integration where reasonably necessary to address security risks, legal restrictions or material technical incompatibility.

19. Confidentiality

Each party may receive confidential commercial, technical, financial, security or operational information from the other.

The receiving party must:

Protect confidential information using reasonable care and no less than the care used for its own comparable confidential information.
Use confidential information only for authorised contractual purposes.
Restrict access to persons with a legitimate need to know.
Ensure authorised recipients are subject to appropriate confidentiality obligations.
Not disclose confidential information to unauthorised third parties.

Confidentiality obligations do not apply to information that is lawfully public, independently developed without misuse, already lawfully known or lawfully received without confidentiality restrictions.

Disclosures required by law or a competent authority are permitted, subject to any applicable notification restrictions and lawful confidentiality protections.

Customer Data is treated as confidential information unless it is lawfully public or the parties expressly agree otherwise.

20. Data Protection

Each party must comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018 where applicable.

Boroscope may act as:

A data controller in relation to its own account administration, billing, website operations, security administration and business communications.
A data processor in relation to personal data processed on behalf of the Customer through the subscribed Services.

Where Boroscope acts as a processor, the parties must enter into an appropriate Data Processing Agreement or equivalent binding processor terms.

Any applicable Data Processing Agreement will govern personal data processing in the event of conflict with general provisions of these Terms.

The Privacy Policy provides additional information about Boroscope’s processing of personal information.

21. Security

Boroscope will implement appropriate technical and organisational measures designed to protect the confidentiality, integrity and availability of Customer Data, taking account of the nature of the Services and the relevant risks.

Such measures may include, as applicable:

Authentication and authorisation controls.
Organisation-level access separation.
Role-based permissions.
Encryption in transit and at rest.
Logging and monitoring.
Secure credential handling.
Vulnerability management.
Access restrictions for authorised personnel.
Backup and recovery arrangements.
Security incident response procedures.

The specific security commitments applicable to a Customer are those described in the applicable agreement, Data Processing Agreement and agreed security documentation.

No particular certification, security standard, recovery time or data residency guarantee is implied unless expressly agreed.

22. Availability, Maintenance and Support

Boroscope will use commercially reasonable efforts to maintain the operation of subscribed Services.

The Services may be unavailable due to scheduled maintenance, emergency security work, infrastructure failures, third-party outages or circumstances outside reasonable operational control.

Boroscope will seek to provide appropriate notice of planned maintenance where practical.

Support entitlements, service hours, response targets and any uptime commitments are determined by the relevant subscription plan or separate agreement.

No specific service level agreement or service credit applies unless expressly agreed.

23. Service Changes

Boroscope may update the Services to improve functionality, correct defects, enhance security, meet legal obligations or respond to changes in supported technology and regulatory sources.

Boroscope will not intentionally remove a material paid capability during an active Subscription Term without reasonable justification and appropriate notice.

If a change materially reduces the core functionality purchased by the Customer, the Customer may exercise any remedy available under the applicable contract or law.

Product roadmaps, demonstrations and descriptions of planned functionality do not constitute commitments to release a feature by a particular date unless expressly agreed in writing.

24. Suspension

Boroscope may suspend all or part of the Services where reasonably necessary because of:

A serious security threat.
Suspected unauthorised access or fraud.
Material breach of these Terms.
Continued non-payment after applicable notice.
Legal or regulatory requirements.
Use that threatens the integrity or availability of the platform.

Where practical and lawful, Boroscope will provide notice and an opportunity to remedy the issue before suspension.

Suspension will be proportionate to the underlying risk or breach.

25. Termination

25.1 Termination for material breach

Either party may terminate the affected agreement where the other commits a material breach and fails to remedy it within 30 days after receiving written notice, where the breach is capable of remedy.

Immediate termination may be permitted for an irremediable material breach or where required by law.

25.2 Termination for non-payment

Boroscope may terminate a subscription for continued material non-payment following reasonable notice and an opportunity to resolve the overdue amount.

25.3 Effect of termination

Upon termination:

The Customer’s right to access the terminated Services ends.
Unpaid fees properly due remain payable.
The parties must comply with applicable confidentiality and data protection obligations.
Data return and deletion arrangements apply.
Provisions intended to survive termination remain effective.

25.4 Data export

Where technically supported and contractually required, the Customer may export or request a return of eligible Customer Data during the subscription or agreed post-termination retrieval period.

Post-termination retrieval period: [CONFIRM PERIOD OR REFER TO APPLICABLE ORDER/DPA]

Boroscope may retain limited information where required for legal compliance, dispute resolution, security records or other lawful purposes.

Any personal data return or deletion obligations under the Data Processing Agreement take precedence.

26. Warranties and Disclaimers

Boroscope warrants that it has the authority to provide the Services and will perform its contractual obligations with reasonable care and skill.

Except as expressly provided in these Terms or an applicable written agreement, and to the maximum extent permitted by law, Boroscope does not warrant that:

The Services will be uninterrupted or error-free.
All regulatory publications will be captured.
Every extracted obligation or applicability assessment will be accurate.
All information will be current at every moment.
Any particular regulatory outcome will be achieved.
The Services will satisfy every legal or supervisory requirement applicable to the Customer.

Nothing in these Terms excludes warranties, obligations or remedies that cannot lawfully be excluded.

27. Limitation of Liability

27.1 Non-excludable liabilities

Nothing in these Terms limits or excludes liability for:

Death or personal injury caused by negligence.
Fraud or fraudulent misrepresentation.
Any liability that cannot lawfully be excluded or limited.

27.2 General liability cap

Subject to Section 27.1 and any separately agreed enterprise liability arrangements, each party’s aggregate contractual liability arising from or relating to the Services will not exceed the total subscription fees paid or payable by the Customer for the affected Services during the 12 months immediately preceding the event giving rise to the claim.

For a claim arising before 12 months of paid service have elapsed, the cap will be calculated using the fees paid or payable for the initial contracted 12-month period, or the shorter contracted period where applicable.

27.3 Excluded losses

To the extent permitted by applicable law, neither party is liable to the other for indirect or consequential losses, or lost profits, lost revenue, or lost business opportunities, except to the extent such losses are expressly recoverable under an applicable negotiated agreement.

27.4 Customer’s regulatory obligations

Boroscope is not liable merely because the Customer receives an adverse regulatory finding, enforcement action or financial penalty after using the Services.

This provision does not excuse Boroscope from liability otherwise established under applicable law or the agreement for its own breach, negligence or other actionable conduct.

27.5 Negotiated enterprise terms

Enterprise agreements may establish different liability caps, indemnities, exclusions and responsibility allocations.

28. Indemnification

The Customer will defend and indemnify Boroscope against third-party claims arising directly from Customer Data that the Customer was not legally entitled to supply, or from the Customer’s unlawful use of the Services, to the extent caused by the Customer’s breach of these Terms and subject to applicable law.

Boroscope will notify the Customer promptly of an indemnified claim, provide reasonable cooperation and permit appropriate participation in its defence.

Any separate intellectual property infringement indemnity or enterprise indemnity will apply only where expressly agreed in writing.

29. Force Majeure

Neither party is liable for delay or failure to perform obligations, other than payment obligations already due, to the extent caused by events beyond its reasonable control, provided the affected party takes reasonable steps to mitigate the effects and resumes performance when reasonably possible.

Such events may include natural disasters, widespread infrastructure failures, war, civil emergencies, government restrictions or major external network interruptions.

If a force majeure event materially prevents service delivery for an extended period, either party may exercise any termination right provided by the applicable agreement or law.

30. Changes to These Terms

Boroscope may update these Terms to reflect legal, security, operational or product changes.

Material changes affecting existing paid Customers will be communicated with reasonable advance notice, except where immediate changes are required by law or necessary to address urgent security risks.

Material changes will not ordinarily apply retrospectively to an existing fixed subscription commitment without the Customer’s agreement, unless otherwise lawfully permitted under the governing contract.

The updated version will state its effective date.

31. Notices and Communications

Boroscope may send contractual, administrative, billing and security communications to the contact details associated with the Customer’s Account.

The Customer must maintain an up-to-date administrative and billing contact.

Formal legal notices must be sent to the notice addresses specified in the applicable agreement or, if none are specified, to:

Boroscope: [LEGAL NOTICE EMAIL AND ADDRESS]

Customer: The registered organisation contact details or contractual notice address.

32. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales.

Unless a separate written enterprise agreement provides otherwise, the courts of England and Wales will have exclusive jurisdiction over disputes arising from these Terms, subject to mandatory rights and jurisdictional protections that cannot lawfully be excluded.

33. General Provisions

Entire agreement: These Terms, accepted Order Forms, applicable Data Processing Agreements and any expressly incorporated documents constitute the agreement for the subscribed Services.

Severability: If a provision is unenforceable, the remaining provisions remain effective.

No waiver: Failure to enforce a provision does not waive the right to enforce it later.

Assignment: Neither party may assign the agreement without the other’s consent, not to be unreasonably withheld, except as permitted by an agreed corporate restructuring or business transfer provision.

No partnership: Nothing in these Terms creates a partnership, agency or employment relationship.

Third-party rights: Except where expressly provided, no third party has rights to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Order of precedence: In the event of conflict, an executed Master Services Agreement, then an executed Order Form, then an applicable Data Processing Agreement for matters within its subject matter, and then these Terms will apply, unless those documents expressly specify a different precedence.

34. Contact Information

For questions concerning subscriptions, billing, contracts or the Services, contact:

[FULL LEGAL COMPANY NAME]
Trading as Boroscope
Website: https://www.boroscope.com
Email: [SUPPORT EMAIL]
Billing: [BILLING EMAIL]
Legal: [LEGAL EMAIL]
Registered office: [ADDRESS]

End of RegBeat Terms of Service and Subscription Agreement

Terms & Conditions