Terms of Service

1.1 Subject to the terms of this Agreement and the Customer at all times complying with its terms, including paying the Fees, the Company hereby grants to the Customer a non-exclusive, non-transferable right and licence during the Term of this Agreement to access and use the Services and Documentation, in accordance with this Agreement, for the purposes of:

1.1.1 Authorised Users

1.1.2 Service Capacity; and

1.1.3 solely for the Customer’s internal business purposes.

1.2 The Company shall for the purpose of clause 1.1 above supply the Customer with an administrative email and password for the Customer’s account to give them access to the Software. The Company reserves the right to refuse registration of, or cancel passwords it deems insecure.

1.3 The Customer shall:

1.3.1 ensure only its Authorised Users access the Services and Documentation;

1.3.2 not sub-licence, transfer or loan the Services or Documentation;

1.3.3 ensure that access codes are kept secure and confidential; and

1.3.4 ensure that the Services are only used in a proper manner and for lawful purposes in accordance with this Agreement.

1.4 For the avoidance of doubt, the Customer shall have no rights to access or use the object code or source code of the Software. 

1.5 The Company may suspend the Customer’s access to the Services at any time if the Company identifies a technical, operational or security risk associated with that access. 

1.6 The Company shall be permitted to audit the Customer’s use of the Services at any time and the Customer shall grant the Company access (with reasonable advance notice) to any premises, equipment, records and systems of the Customer for the purposes of determining the Customer’s compliance with the terms of the Agreement. 

1.7 The Customer acknowledges that the Services provided are on the basis that the Company shall not be required to provide any support or service levels in respect of any of the Services. 

2.1 The Customer shall not, directly or indirectly: (i) copy, modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Company or authorised within the Services), disassemble, decompile or reverse engineer the whole or any part or element of the Software, except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties; (ii) access the Services or any part of them in order to develop a competing product or service; (iii) use the Services to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, give rise to any cause of action against the Company in any jurisdiction or is otherwise unlawful;  (iv) transmit, introduce or permit the introduction of any Malicious Software or Vulnerability; and (v) remove any proprietary notices or labels, and where the Company reasonably suspects that there has been a breach of this clause, it may suspend the Customer’s access to the Services and Documentation.

2.2 The Customer represents, covenants, and warrants that the Customer shall use the Services only in compliance with the Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. The Customer hereby agrees to indemnify and hold harmless the Company against all claims, demands, costs (including on a full indemnity basis), damages, losses, liabilities, settlements, and expenses incurred by the Company as a result of a claim that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of the Services or breach of the Services. Although the Company has no obligation to monitor the Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 The Customer shall: (i) provide the Company with all co-operation, assistance and access to information and premises, in a timely manner, as may be required by the Company to enable it to carry out its obligations under this Agreement; (ii) be responsible for its network connections, telecommunications links (including access to the internet) and systems in relation to the Services and ensure they comply with the requirements set out by the Company from time to time; (iii) procure and maintain all other licences and permissions necessary for the Company to access and use the Services; (iv) prevent unauthorised access to the Services and notify the Company immediately upon becoming aware of any such unauthorised access; and (v) comply with all applicable laws in relation to its activities under this Agreement. 

2.4 The Customer is responsible for any equipment together with its maintenance and any ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Customer’s Equipment”). The Customer shall also be responsible for maintaining the security of the Customer’s Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Customer’s Equipment with or without Customer’s knowledge or consent.

2.5 The Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent to the use of such communications facilities and the Company shall have no Liability in respect thereof. 

3.1 Without prejudice to any other rights and remedies it may have, each party shall treat as confidential any Confidential Information of the other and shall not divulge such Confidential Information to a third party nor make any use of such Confidential Information (other than in performance of this Agreement) without the other party’s prior written consent.

3.2 Each party agrees that the foregoing shall not apply with respect to any information that the receiving party can document: (i) is or becomes generally available to the public; (ii) was in the receiving party’s possession or known by it prior to receipt; (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the other party; or (v) is trivial and/or obvious. 

3.3 Nothing in this Agreement shall prevent a party from disclosing Confidential Information: (i) to those of its officers and employees reasonably required to have the same in order for such party to perform its obligations under this Agreement provided that such party shall procure that such officers and employees comply with the provisions of this clause; (ii) to its solicitors, accountants, surveyors, insurers and other professional advisors under an obligation of confidentiality; and (iii) as is required to be disclosed by a party by an order of any court of competent jurisdiction or in connection with any proceedings of any such court or otherwise by force of law or regulation having the force of law or the rules or any regulatory authority. 

3.4 The Customer permits the Company to make reference to the Customer and use its logo to identify the Customer as a recipient of the Services in the Company’s publicity materials. 

4.1 The Customer shall pay the Company the Fees for the Services in accordance with this Agreement. All Fees and payments to be made by the Customer under this Agreement shall be exclusive of VAT and any other taxes, which shall be payable by the Customer wherever relevant at the rate and in the manner from time to time prescribed by law. 

4.2 If the Customer’s use of the Services exceeds the Service Capacity the Company shall be entitled to charge the Customer an additional amount equal to the Fees for such usage and the Customer agrees to pay the additional fees in the manner provided herein. 

4.3 The Company reserves the right to change the Fees by giving at least thirty (30) days prior written notice to the Customer (which may be sent by email), such changes to the Fees shall only take effect on the date of expiry of the Initial Service Term or any Renewal Term. Upon receipt of the notification of the change to the Fees the Customer may, at its discretion terminate the Agreement by giving at least fifteen (15) days prior written notice to the Company. Such termination can only take effect on the date of the expiry of the Initial Service Term or any Renewal Term. on having the force of law or the rules or any regulatory authority. 

4.4 If the Customer believes that the Company has invoiced the Customer incorrectly, the Customer must contact the Company by no later than sixty (60) days from the date of invoice. The Customer shall not be entitled to raise any queries for invoices older than sixty (60) days. 

4.5 The Company may issue an invoice in respect of the Fees: (i) for the Initial Service Term, from the Effective Date; and (ii) for any Renewal Term, from the date fifteen (15) prior to the commencement date of that Renewal Term. 

4.6 The Customer shall pay to the Company the total amount of each invoice in US Dollars ($) (unless otherwise agreed by the Company in writing) by bank transfer within thirty (30) days after the date of the applicable invoice. 

4.7 If the Customer fails to make any payment when due, the Company may charge interest at a rate of 1.5% per month on any outstanding balance, plus all expenses of collection. 

4.8 If payment of any amount due from the Customer is overdue by 5 days or more or a Financial Distress Event occurs, the Company may: (i) suspend access to and the right to use the Services; and/or (ii) amend the terms set out in this clause 4 including to reduce the period for payment set out in clause 4.6, by providing at least 5 days’ notice to the Customer. 

4.9 All amounts due to the Company under this Agreement shall be paid in full without any set off, abatement, cross claim, deduction or withholding of any kind other than as required by law.

4.10 Customers that subscribe to the Lightdash Embedding product agree to pay the Company according to a Usage-Based Pricing Model which is monitored and billed monthly on a per Embedded View basis. An Embedded View counts as a single unique visit to any embedded Lightdash chart or dashboard. Per month, each Customer is entitled to the first 1,000 Embedded Views being free of charge. Each Embedded View over this amount will incur a fee of $0.05.

5.1 This Agreement commences on the Effective Date and, subject to earlier termination in accordance with its terms, continues until expiry of the Initial Service Term, and continues thereafter for successive periods of the same duration as the Initial Service Term (“Renewal Term”), unless and until terminated by either party giving the other at least thirty (30) days’ written notice, such termination can only take effect on the date of the expiry of the Initial Service Term or any Renewal Term. 

5.2 Without prejudice to any other rights or remedies it may have and in addition to any other rights to terminate, either party may terminate this Agreement at any time with immediate effect by giving written notice to the other party if the other party:

5.2.1 commits an irremediable material breach of this Agreement;

5.2.2 commits a material breach of this Agreement which is capable of being remedied but has failed to remedy such breach within thirty (30) days after having received written notice from the terminating party requiring the same; or

5.2.3 suffers an Insolvency Event.

5.3 The Company may terminate this Agreement at any time with immediate effect by giving written notice to the Customer if:

5.3.1 payment of any amount due from the Customer is overdue by 14 days or more;

5.3.2 the Customer suspends or ceases, or threatens to suspend or ceases, carrying on all or a substantial part of its business; or

5.3.3 a Financial Distress Event occurs. 

5.4 Termination or expiry of this Agreement shall not affect: (i) any right or liabilities which have accrued prior to the date of its termination or expiry; or (ii) the continuance in force of any provision hereof which is expressly or by implication is intended to come into or continue in force after termination or expiry. 

5.5 Upon termination or expiry of this Agreement: (i) all rights to access and use the Services granted by the Company under this Agreement and the Customers access to the Services and Documentation (including access to the Customer Data) shall cease; and (ii) the Company shall issue an invoice in respect of all outstanding Fees, and the Customer shall pay such invoice in accordance with clause 4.6.

6.1 The Company shall (i) perform its obligations under this Agreement with reasonable skill and care; and (ii) the Software will perform substantially as described in the Documentation. 

6.2 Notwithstanding clause 6.1, the Company does not warrant or represent that: (i) the Software will be free from faults, interruptions, viruses, Vulnerabilities or errors; (ii) the Software will be available 100% of the time; or (iii) the Software will be compatible with any devices or software not specifically identified as compatible in this Agreement or the Documentation. 

6.3 The Customer accepts responsibility for the selection of the Software to meet its requirements and to achieve its intended results, for results obtained from the use of the Software by the Customer on its behalf and for conclusions drawn from such use. The warranty at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company's instructions, or modification or alteration of the Services by any party other than the Company.

6.4 Any service activation or performance dates given by the Company are given in good faith but are estimates only and time shall not be of the essence in respect of them. 

6.5 The Company shall have no Liability under clause 6.1 or otherwise where the failure arises as a result of an Excluded Event. 

7.1 Notwithstanding any other provision of this Agreement, all Intellectual Property Rights in the Software and Documentation or arising from the Services or any other services provided by or on behalf of the Company (“Company IPRs”) belong to the Company and/or its licensors exclusively and the Customer shall have no rights in relation to them other than the limited rights of access and use granted in accordance with the express terms of this Agreement. If notwithstanding this, any Company IPRs are acquired by the Customer (including any new Company IPRs), the Customer hereby assigns all such Company IPRs to the Company. 

7.2 Subject to clause 9 and the remainder of this clause 7, the Company shall indemnify the Customer for the amount awarded against the Customer as damages by a court of competent jurisdiction or paid by the Customer in settlement of a claim arising as a result of the Company’s infringement of a third party’s intellectual property rights.  

7.3 The provisions of clause 7.2 shall not apply: (i) if the Customer does not comply with clause 7.4; or (ii) in respect of any event or claim which is attributable to an Excluded Event. 

7.4 The provisions of clause 7.2 shall not apply unless the Customer: (i) promptly informs the Company of any actual, potential, threatened or alleged infringement or claim; (ii) gives the Company sole authority to defend or settle (at the Company’s discretion) all claims and conduct all negotiations, proceedings and litigation and does not make any admission as to liability or compromise or agree to any settlement of any infringement claim without the prior written consent of the Company; and (iii) provides all assistance and information reasonably required by the Company in connection with any potential or actual claim and, if the Company so requests, joins in any court or other proceedings relating to such infringement. 

7.5 If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by the Company to be infringing, the Company may, at its sole option and expense (i) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (ii) obtain for the Customer a licence to continue using the Services, or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and the Customer’s rights hereunder and provide the Customer a refund of any prepaid, unused fees for the Services. This clause 7.5 is the Customer’s sole and exclusive remedies in respect of any such claim or allegation. 

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

8.2 The Company shall be entitled to store, copy and use the Customer Data to the extent necessary to fulfil its obligations and exercise its rights under this Agreement. 

8.3 The Customer warrants and represents to the Company that the Customer Data and its use by the Company in accordance with the terms of this Agreement will not breach any laws, infringe any person’s Intellectual Property Rights or other rights or give rise to any cause of action against the Company in any jurisdiction. Any breach by the Customer of this clause will be deemed to be an irremediable material breach of this Agreement for the purposes of clause 5.2.1. 

8.4 The Customer shall be responsible for the back-up of its own data (including the Customer Data) at all times and shall ensure that all Customer Data is properly backed up on its own systems. 

8.5 Subject to clause 9.3, the Company shall have no Liability for any disclosure or unauthorised access to the Customer Data caused by any third party (excluding any Company sub-contractors). 

8.6 The Customer shall indemnify and hold harmless the Company at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by the Company as a result of a claim arising as a result of the Customer’s breach of clause 8.3.

8.7 Notwithstanding anything to the contrary, the Company shall have the right collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company shall be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences are granted except as expressly set forth herein.

9.1 Subject to clauses 9.2 and 9.3, the Company’s total aggregate Liability in respect of all claims of any kind arising out of or in connection with this Agreement, shall be limited to 125% of the Fees (exclusive of VAT and any other taxes and disbursements).

9.2 Notwithstanding any other provision of this Agreement, but subject to clause 9.3, the Company shall have no Liability, in each case whether suffered by the Customer or any third party, for any: 

9.2.1 direct or indirect loss of or damage to: (i) profit; (ii) revenue; (iii) business; (iv) contracts; (v) opportunities; (vi) data; (vii) goodwill; (viii) reputation; and (ix) use; 

9.2.2 wasted costs;

9.2.3  indirect or consequential loss or damage;

9.2.4 loss or damage suffered by Customer as a result of a claim brought by a third party except as set out in clause 7.2.

9.3 The Company’s Liability shall not be limited or excluded by any provision of this Agreement or otherwise to the extent prohibited or limited by law and in particular nothing shall exclude or limit its Liability:

9.3.1 for fraudulent misrepresentation or other fraud.

9.3.2 for death or personal injury caused by its negligence to the extent prohibited by law; or

9.4 The Company’s obligations regarding the standards for and quality of the Services are only as set out in the express terms of this Agreement.  All other duties, warranties, conditions, terms and liabilities in respect of the quality of the Services that are imposed on the Company by law (including without limitation terms implied by statute, common law or otherwise) are excluded except to the extent such exclusion is prohibited or limited by law and the Software and the Documentation are provided on an "as is" basis. 

10.1 The parties acknowledge and agree that it is not the intention of the parties that the Company will process personal data on behalf of the Customer in connection with this Agreement. Notwithstanding this the parties agree that to the extent the Company is required to process personal data on behalf of the Customer each party shall comply with its obligations pursuant to Article 28 of the relevant GDPR as applicable.

11.1 The Company shall not be liable (and shall not be in breach) for any delay in or failure to perform its obligations under this Agreement if such delay or failure results from circumstances beyond its reasonable control, including but not limited to strikes, lockouts or other industrial action (whether involving the workforce of the Company or of any other party), acts of God, epidemics, pandemics, civil emergencies, war, riot, civil commotion, acts of terrorism, theft, malicious damage, compliance with any law or governmental order, rule, regulation or direction, judgment or court order or export or import restriction, failure of any government or public authority to grant a necessary licence or consent, accident, failure or breakdown of plant, machinery, systems or vehicles, natural disasters, fire, flood, extreme weather conditions, power failure, failure of telecommunications networks, hacker attacks, denial of service attacks, virus or other Malicious Software attacks or infections or default of suppliers or sub-contractors (“Force Majeure Event”) and any timescales or dates for performance of such obligations shall be extended to take account of the impact of the Force Majeure Event.  

12.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 

12.2 The Customer shall not without the prior written consent of the Company assign, novate, charge, sub-contract or declare a trust over all or any of its rights and obligations under this Agreement. 

12.3 The Company may transfer, assign, novate, charge, sub-contract or declare a trust over all or any of its rights and obligations under this Agreement without consent. The Customer shall enter into any documentation reasonably required by the Company in order to affect any such transfers to third parties. 

12.4 Each party acknowledges and agrees that: (i) in entering into this Agreement it does not rely on and shall have no remedy in respect of, any statement, representation, warranty (in each case whether negligently or innocently made) or understanding of any person (whether party to this Agreement or not) which is not expressly set out in this Agreement; and (ii) no party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement, representation, warranty or other term which is expressly set out in this Agreement. 

12.5 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. 

12.6 Any notice given under this Agreement shall be in writing (but excluding fax transmission) and may be served by (i) leaving it at; or (ii) by sending it by pre-paid first-class post or recorded delivery; (iii) or by email to, the intended recipients address. The address and email address of a party for service of notices is the address and email address set out in this Agreement or such other address as a party may designate by notice given in accordance with this clause.  A notice is deemed to be received when (i) if delivered by hand, at the time the notice is left at the recipient’s address; or (ii) if sent by pre-paid first class post or recorded delivery, forty-eight hours from the date of posting; or (iii) if sent by email, at the time of transmission. If such deemed receipt is not within business hours (being between 9.00 am and 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to be received when business hours next commence.  

12.7 No provision of this Agreement shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it. 

12.8 No variation of this Agreement shall be effective unless and until it is made in writing and signed by each of the parties to this Agreement or on their behalf by duly authorised representatives.

12.9 This Agreement shall be governed by the laws of England and Wales without regard to its conflict of law’s provisions. 

12.10 The parties to this Agreement irrevocably agree that the courts of England and Wales shall have the exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings may be brought in such courts.

1. In this Agreement the following terms shall have the following meanings:

Authorised Users means the employees and consultants of the Customer who the Customer has authorised to access the Software and Documentation;

Business Day(s) means a day other than a Saturday or a Sunday or a public holiday in England and Wales;

‍Company means Telescope Technology Limited (trading as “Lightdash”) (registered number 12774445) a company incorporated in England and Wales whose registered office is at 7 Bell Yard, London, WC2A 2JR, United Kingdom;

Company IPR’s means the Intellectual Property Rights set out in clause 7.1;

Confidential Information means any information disclosed to the other party in connection with this Agreement that is marked as “confidential”, described as “confidential” or which ought reasonably to have been understood by the other party at the time of disclosure as being confidential and including: (i) the terms and conditions of this Agreement; (ii) in respect of Company’s Confidential Information, the Software and Documentation and all know-how, information and code relating thereto and all information concerning the operation of any services; and (iii) in respect of the Customer’s Confidential Information, the Customer Data;

‍Customer means the single legal entity who has acknowledged and accepted this Agreement;

‍Customer Data means all data, information, works and materials of any kind which: (i) may be uploaded to, stored within or processed by the Software by or on behalf of the Customer or any Authorised User or by any person or application using the Customer’s account; or (ii) are otherwise provided to the Company by or on behalf of the Customer for the purposes of the provision or management of the Software;

Customer’s Equipment means the equipment set out in clause 2.4;

Documentation means the documentation provided or made available in respect of the Software by the Company, including instructions on the Software’s use, as updated from time to time by the Company;

Effective Date means the date the Agreement is accepted by the Customer when purchasing the Services;

Embedded means any Lightdash content - which could include a chart or dashboard - is incorporated by code into the Customer's own internal or external app, platform, website, service or product by way of the Lightdash Embedding feature;

Embedded View means any instance where a unique user loads any Embedded Lightdash chart or dashboard;

Excluded Event means: misuse, incompetence, or other error of a user of the Software or erroneous or incorrectly prepared Customer Data; (ii) failure to access or use the Software in accordance with the terms of this Agreement, the Documentation or Company’s instructions; (iii) any change, addition or variation to the Software or its operating environment outside Company’s normal procedures made by or at the request of the Customer; (iv) any change, addition, variation or repair to the Software other than those carried out by Company; (v) use of the Software in combination with other systems, software or equipment of the Customer (or any third party) not approved by Company; (vi) any outages of utilities or connections, any telecommunications network defect, delay or failure or failure of the Customer’s hardware or other systems; and/or (vii) any failure in performance of the Software or its availability caused by matters other than the hardware, software, networks, databases and other information technology equipment owned or controlled by Company;

Fees means the fees set out https://www.lightdash.com/pricing as updated from time to time in accordance with the terms of this Agreement together with any additional fees that are payable to the Company pursuant to this Agreement;

Financial Distress Event means where the Customer receives any demand for repayment of lending facilities or Company concludes in its discretion that: (i) the financial position of the Customer has deteriorated to such an extent that its ability to pay the Fees or otherwise comply with the terms of this Agreement is put in jeopardy; or (ii) the Customer takes any steps in anticipation of or has no realistic prospect of avoiding an Insolvency Event;

‍Force Majeure Event means the force majeure events set out in clause 11;

GDPR means (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as modified by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419); and (ii) the EU GDPR, as applicable;

Insolvency Event means any corporate action, application, petition, order, proceeding or appointment or other step is taken or made by or in respect of a party for any composition, compromise or arrangement with its creditors generally, any restructuring plan, any moratorium, its winding-up (other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation), dissolution, administration, bankruptcy or receivership or the appointment of a receiver or manager over all or any part of its undertaking, assets or income, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three Business Days or if any event analogous to any of the foregoing shall occur in any jurisdiction in which that party is incorporated, resident or carries on business;

‍Intellectual Property Rights means all intellectual property rights, including patents, trade and service marks, rights to domain names, rights in passing off, registered and unregistered designs, rights in confidential information, rights in know-how, database rights, topography rights, copyright (including rights in software), rights in any invention, and applications for registration of any of the foregoing, and the right to apply therefor, in each case in any part of the world;

‍Initial Service Term means the initial service term as set out when the Customer purchases the Services;

Liability means all and every type of liability Company has or may have arising out of or in connection with this Agreement, including but not limited to, liability: (i) for or in breach of contract, repudiation, renunciation, restitution, misrepresentation, negligence, other tort or breach of statutory duty; (ii) under any indemnity or arising from any express right or remedy; (iii) caused by any total or partial failure or delay in supply of any services; or (iv) arising from deliberate actions or omissions, and in each case, however fundamental the result;

Malicious Software means any software program or code intended to destroy, interfere with, corrupt or have a disruptive effect on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether such software program or code is introduced wilfully, negligently or without knowledge of its existence;

‍Policy means the policies referred to in clause 2.2;

Renewal Term means the renewal term set out in clause 5.1;

Services means the Software together with any other services provided pursuant to this Agreement;

Service Capacity means the limit of 1,000 Authorised Users of the Customer;

Software means the web-based software application known as Lightdash Cloud as described on https://www.lightdash.com/pricing and made available by Company;Term means the Initial Service Term and any Renewal Term;

Usage-Based Pricing Model means A billing model based on the number of Embedded Views accumulated by each Customer on amonthly basis; and

‍Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly. 

1.1 References to statutes or statutory provisions shall be construed to include references to those statutes or statutory provisions as amended or re-enacted from time to time and shall include any orders, regulations, instruments or other subordinate legislation under them.

1.2 Reference to a party to this Agreement shall include its personal representatives, successors in title and permitted assigns.

1.3 Unless expressly stated to the contrary in this Agreement: 

1.4 words denoting the singular include the plural and vice versa, words denoting any one gender include all genders and vice versa, and references to persons include individuals, partnerships, bodies corporate and unincorporated associations;

1.5 a reference to a recital, clause or Schedule is a reference to a recital or clause of or Schedule to this Agreement and a reference to a sub-clause is a reference to a sub-clause of the clause in which the reference appears;

1.6 the words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.