(1) Bespo, a company registered in Portugal, with its principal place of business in Porto, Portugal (“Bespo”); and

(2) The Customer, meaning a user, group of users, individual person, company, or group of companies that registers for or uses Bespo (“Customer”).

(A) Bespo is a web-based product personalization software designed for fashion and lifestyle brands. It enables brands, suppliers, and individual users to offer high-quality, photorealistic product customization experiences directly within their Shopify stores. The solution supports features such as real-time previews, personalization area definition, font and color selection, and customization techniques including embroidery, printing, and monogramming. Built with a focus on quality, speed, and privacy, Bespo helps streamline the product development cycle, reduce time-to-market, and deliver a seamless, best-in-class shopping experience.

(B) The Customer wishes to use Bespo under the terms set out in this Agreement.

1.1 The definitions and rules of interpretation set out in Schedule 1 shall apply to this Agreement.

1.2 This Agreement hereby incorporates the Acceptable Use Policy, Service Level Agreement, and any Additional Service Terms that may be applicable from time to time.

1.3 In the event of any conflict in respect of the provisions of this Agreement and/or the documents referred to herein, the following order of priority shall prevail (in descending order of priority):
i) Commercial Sc(hedule;
(ii) Service Level Agreement;
(iii) Additional Service Terms;
(iv) the main body of this Agreement; and
(v) the Documentation.

1.4 Subject to the order of priority between the documents in clause 1.3, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

1.5 These terms form a binding Agreement between the Customer and Bespo regarding the use of the Service. By using Bespo, the Customer acknowledges, accepts, and agrees to be bound by this Agreement. If the Customer does not agree to this Agreement, the Customer should not access Bespo, and if already registered, should cancel their account.

2.1 Subject to the Customer’s compliance with this Agreement, Bespo grants to the Customer a non-exclusive, non-transferable, and non-sublicensable right to allow Authorised Users to access and use Bespo during the Term.

2.2 Bespo may from time to time provide new versions or updates to the Service at no additional cost to the Customer (excluding Additional Services and premium features which may incur additional fees) in order to:
(a) fix bugs or update security;
(b) improve general performance;
(c) enhance current features and functionality; or
(d) support new devices and operating systems.

2.3 The Customer shall purchase the number of Authorised User accounts and Capacity set out in the Commercial Schedule.

2.4 The Customer may purchase additional Authorised User accounts and Capacity from time to time during the Term by written agreement with Bespo.

2.5 Bespo does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Products. Providers alone are responsible for their Products, the quality of such Products, and the delivery of the Customer’s Products.
If the Customer encounters any issue with a Product, the Provider should be contacted directly.
At no point does Bespo assume responsibility for the physical production of products, logistics, monetary transfers between other parties, or taxation. Physical products do not, at any time, belong to Bespo.

3.1 The Customer shall at all times be liable for:
(a) the acts and omissions of its Authorised Users as if they were its own; and
(b) ensuring that all Authorised Users comply with this Agreement.

3.2 When the Customer is a company, it shall ensure that only Authorised Users access the Services and that such Authorised Users are employees or contractors of:
(a) the Customer; or
(b) a third party to whom Account User accounts are assigned by the Customer.
Access to the Services by anyone who is not an Authorised User is strictly prohibited.

3.3 The Customer acknowledges that Authorised User accounts cannot be shared or used by more than one individual at the same time.

3.4 The Customer warrants and undertakes that it, all Authorised Users, and all others acting on its or their behalf (including system administrators) shall keep confidential and not share with any third party — except those with administrative rights within the Customer’s organisation as necessary — their password or access details for Bespo.

4.1 The Customer may request Additional Services from Bespo by submitting a written request. Such Additional Services will incur additional fees and may be subject to Additional Service Terms.

5.1 Bespo will use reasonable endeavours to notify the Customer in advance of any scheduled maintenance, but the Customer acknowledges that advance notification may not be possible for downtime caused by Force Majeure or other emergency maintenance.

6.1 Bespo may, at its absolute discretion, from time to time make changes to the Documentation or Additional Service Terms. Bespo shall notify the Customer of such updates in writing. Such changes shall become effective ten (10) Business Days after Bespo notifies the Customer (or on such later date as Bespo may specify).

6.2 If the Customer reasonably believes that any update under clause 6.1 materially adversely impacts its use of the Services, it may elect to terminate this Agreement in respect of the impacted Subscribed Services, provided that:
(a) such termination is exercised prior to the effective date under clause 6.1;
(b) the Customer provides not less than five (5) Business Days’ written notice; and
(c) the Customer specifies the negative impact which caused the termination.
In the event of such termination, the Customer shall receive a refund of any pre-paid Fees relating to the terminated Subscribed Services.

6.3 The Customer acknowledges that Bespo shall be entitled to modify the features and functionality of the Service, provided that any such modification does not materially adversely affect its use by Authorised Users.

6.4 Bespo may, without limitation to the generality of clause 6.3, establish new limits on the Service (or any part thereof), including limiting the volume of data that may be used, stored or transmitted, removing or restricting application programming interfaces (APIs), or making alterations to data retention periods, provided such changes are made in accordance with this Agreement.

6.5 The Customer may cancel, upgrade, or downgrade its Subscription Plan at any time. Any such changes will take effect in accordance with the applicable billing and invoicing cycle, as defined in the Plan terms.

6.6 If the Customer decides to downgrade its Plan, Bespo is not responsible for any data or information lost as a result.

7.1 The License Fees, User Fees, Listing Fees, Additional Service Fees, and any other applicable charges shall be paid by the Customer at the rates and in the manner specified on Bespo’s pricing page or as otherwise agreed in writing between the parties. All payments are processed via the Shopify platform in accordance with its billing terms.

7.2 Unless otherwise agreed in writing, all charges related to the use of the Services will be billed through the Customer’s Shopify account. Bespo does not issue invoices directly and is not responsible for billing administration.
Payments shall be processed:
(a) in respect of License Fees and/or User Fees, on a monthly basis in arrears (and any additional Authorised User accounts purchased in accordance with clause 2.4 shall be pro-rated accordingly);
(b) in respect of Listing Fees, on a monthly basis in arrears (and any additional Capacity purchased in accordance with clause 2.4 shall be pro-rated accordingly);
(c) in respect of Additional Service Fees, upon Bespo’s written acceptance of the Customer’s request for Additional Services; and
(d) in respect of any other Fees, as agreed between the parties in writing, but otherwise monthly in arrears, with payment due within thirty (30) calendar days of the invoice date.

7.3 All Fees are exclusive of VAT, which shall be payable by the Customer at the rate and in the manner prescribed by law.

7.4 Fees payable under this Agreement shall be paid into Bespo’s designated account unless otherwise notified by Bespo in writing. All transfer costs are the responsibility of the Customer.

7.5 As all payments are processed through the Shopify platform, Bespo does not directly collect fees from the Customer and therefore does not apply interest or penalties on late payments. Any applicable late fees or payment terms are subject to Shopify’s billing policies and terms of service.

7.6 Bespo may increase the Fees for any and all Subscribed Services on an annual basis, effective from the subsequent Renewal Term, up to the higher of:
(i) five percent (5%) of the Fees; or
(ii) the percentage increase in the Consumer Prices Index (as published by Eurostat or such other index as the parties may agree most closely resembles such index) over the preceding twelve-month period.

7.7 In the event of termination of this Agreement (other than by the Customer under clauses 6.2 or 17.3), any fees already paid will not be refunded by Bespo. As all billing is processed through Shopify, the Customer should contact Shopify directly regarding any potential adjustments, credits, or refunds, which are subject to Shopify’s billing policies.

8.1 Subject to the remainder of this clause, Bespo warrants that:
(a) Bespo, and any Additional Services, shall operate materially in accordance with the relevant Documentation when used under normal conditions and in accordance with this Agreement; and
(b) it will provide the Services with reasonable care and skill.

8.2 The Customer acknowledges that clause 8.1 does not apply to Free or Trial Services or to Support Services provided in connection therewith. Free or Trial Services are provided “as is” and without warranty to the maximum extent permitted by law.

8.3 The Services may be subject to delays, interruptions, errors, or other problems resulting from use of the internet or public electronic communications networks. The Customer acknowledges that such risks are inherent to cloud services and that Bespo shall have no liability for any such occurrences.

8.4 If there is a breach of any warranty in clause 8.1, Bespo shall use reasonable endeavours to repair or replace the impacted Services within a reasonable time.

8.5 The warranties in clause 8.1 are subject to the limitations set out in clause 15 (Limitation of Liability) and shall not apply to the extent that any error arises as a result of:
(a) incorrect operation or misuse of the Services by the Customer or any Authorised User;
(b) use of the Services for unintended purposes;
(c) use with third-party software, services, or hardware not expressly recommended by Bespo;
(d) any act by a third party (including hacking or malware);
(e) modifications made by anyone other than Bespo; or
(f) breach of this Agreement by the Customer or its Authorised Users.

8.6 Bespo may make third-party materials available for use in connection with the Services (“Non-Bespo Materials”). The Customer agrees that:
(a) Bespo has no responsibility for the use or consequences of use of any Non-Bespo Materials;
(b) the Customer’s use of such materials is governed by the applicable third-party terms;
(c) the Customer is solely responsible for compliance with any such terms; and
(d) the availability, compatibility, or performance of Non-Bespo Materials is outside Bespo’s control, and Bespo shall have no responsibility for any impact they may have on the Services.

8.7 The Customer acknowledges that no liability or obligation is accepted by Bespo (howsoever arising) to guarantee that:
(a) Bespo will operate without minor errors or defects; or
(b) the Services will be compatible with all other software, services, or hardware except as expressly stated in the Documentation.

8.8 Except as expressly provided in this clause 8, and subject to clause 15.5, all warranties, conditions, and terms (whether express or implied) including any implied terms relating to quality, fitness for purpose, or ability to achieve a particular result are excluded to the fullest extent permitted by law.

9.1 The Customer shall (and shall ensure that all Authorised Users shall) comply at all times with all applicable laws relating to the use of the Services, including privacy, data protection, and communications laws.

9.2 Use of the Services is at all times subject to the Customer’s compliance with this Agreement, including the Documentation and the Acceptable Use Policy.

9.3 The Customer shall provide Bespo with:
(a) all required pre-requisites; and
(b) any assistance Bespo may reasonably require.
The Customer acknowledges that Bespo’s ability to provide the Services may be adversely affected, interrupted, or delayed if such information or assistance is not provided.

9.4 Bespo shall have no liability for any delays, interruptions, or problems caused (in whole or in part) by the Customer’s failure to comply with its obligations under this Agreement.

9.5 The Customer agrees to reasonably collaborate with Bespo in the development of:
(a) case studies highlighting the Customer’s experience with Bespo; and
(b) business testimonials, subject to prior review and approval by the Customer.
Bespo may use these materials for marketing or promotional purposes, in accordance with agreed brand guidelines.

9.6 The Customer shall provide feedback about the Services (including improvements, suggestions, or bug reports) to Bespo on at least a quarterly basis.

9.7 The Customer shall provide reasonable information to Bespo (as requested) about the financial or operational benefits achieved through use of the Services.

9.8 The Customer shall be solely responsible and liable for any data uploaded or configured in Bespo, including designs, design variants, and information such as (but not limited to) lead times, stock levels, and pricing.

10.1 All Intellectual Property Rights in and to the Services (including in Bespo, the Documentation, any Bespo Provided Materials, and bespoke interfaces, but excluding any Customer Provided Materials and Results) belong to and shall remain vested in Bespo or the relevant third-party owner.
To the extent that the Customer, any of its Affiliates, or any person acting on its behalf acquires any Intellectual Property Rights in Bespo, the Documentation, Bespo Provided Materials, or any other part of the Services, the Customer shall assign (or procure the assignment of) such Intellectual Property Rights with full title guarantee (including by way of present assignment of future rights) to Bespo or such third party as Bespo may elect.
The Customer shall execute all documents and do such things as Bespo may consider necessary to give effect to this clause.

10.2 All Intellectual Property Rights in and to the Customer Provided Materials, Customer Data, and Results belong to and shall remain vested in the Customer or the relevant third-party owner.
The Customer and Authorised Users may store or transmit Customer Data using Bespo, and Bespo may interact with Customer Systems.
The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for Bespo (and its sub-contractors) to use, copy, and otherwise utilise the Customer Data, Results, Customer Provided Materials, and Customer Systems to the extent necessary to perform, provide, improve, or enhance the Services or to exercise Bespo’s rights and obligations under this Agreement.

10.3 To the extent Non-Bespo Materials are made available to, or used by or on behalf of the Customer or any Authorised User in connection with the Services, such use (including all licence terms) shall be governed exclusively by the applicable third-party terms notified or made available by Bespo or the third party. Bespo grants no Intellectual Property Rights or other rights in connection with any Non-Bespo Materials.

10.4 Bespo may use any feedback or suggestions for improvement relating to the Services provided by the Customer or any Authorised User without charge or limitation (“Feedback”).The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in such Feedback to Bespo at the time it is first provided.

10.5 Except for the rights expressly granted in this Agreement, the Customer and any Authorised User shall not acquire any title, ownership, or Intellectual Property Rights in the Services (including Bespo or the Documentation). No Intellectual Property Rights of either party are transferred or licensed except as expressly stated herein.

10.6 Subject to the Customer’s prior consent, Bespo may reference the Customer’s name, logo, and trademark to identify the Customer as a user of the Bespo solution. Such references may appear on Bespo’s website, in marketing materials, or in communications related to the promotion of the Services, and will be used in accordance with the Customer’s brand guidelines and Shopify’s policies.

10.7 Bespo agrees, in relation to its use of the Customer’s names and trademarks described in clause 10.6, to adhere to the reasonable instructions of the Customer regarding the form and manner in which the marks may be used and shall comply with the Customer’s brand guidelines as notified from time to time.

10.8 The Customer and Authorised Users shall not remove, obscure, or alter Bespo’s copyright notices, trademarks, proprietary rights notices, or any other content appearing in the Services, Bespo, or the Documentation. Nothing in this Agreement transfers or assigns any right, title, or interest in any product or component of the Services to the Customer.

10.9 With the Customer’s prior approval, Bespo may use any case studies developed under Clause 9.5 for marketing and promotional purposes. This permission may be revoked by the Customer at any time with written notice.

10.10 The Customer may only post and/or upload Intellectual Property that it owns or for which it holds written authorisation from the Intellectual Property owner.The Customer represents and warrants that any Intellectual Property posted or uploaded by it is owned by the Customer or that it has valid authorisation to do so.The Customer’s Intellectual Property must comply with applicable international trademark and copyright laws.The Customer shall provide Bespo with evidence of such rights if requested.If the Customer believes that someone has improperly used its copyrights or trademarks, it should report this to hello@bespo.me.

10.11 This clause 10 shall survive the termination of this Agreement.

11.1 Subject to clauses 11.2 and 11.5, Bespo shall indemnify and hold harmless the Customer from and against any losses, claims, damages, liabilities, costs (including reasonable legal fees) and expenses incurred as a result of any third party alleging that the Customer’s use of the Services infringes any Intellectual Property Right (“IP Claim”).

11.2 The provisions of clause 11.1 shall not apply unless the Customer:
(a) promptly (and in any event within 20 Business Days) notifies Bespo upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
(b) makes no comment or admission and takes no action that may adversely affect Bespo’s ability to defend or settle the IP Claim;
(c) provides all assistance reasonably required by Bespo, subject to Bespo paying the Customer’s reasonable costs; and
(d) gives Bespo sole authority to defend or settle the IP Claim as Bespo considers appropriate.

11.3 The provisions of clause 15 (Limitation of Liability) shall apply to any payment of costs and damages awarded or agreed in settlement of an IP Claim.

11.4 In the event of any IP Claim, Bespo may elect to terminate this Agreement immediately by written notice and promptly refund to the Customer, on a pro-rata basis, any unused portion of Fees paid in advance.

11.5 Bespo shall have no liability under this clause 11 in respect of any IP Claim arising (in whole or in part) from:
(a) any modification of the Services without Bespo’s express written approval;
(b) any Non-Bespo Materials;
(c) any Customer Data;
(d) any breach of this Agreement by the Customer;
(e) use of the Services otherwise than in accordance with this Agreement; or
(f) use of the Services in combination with any software, hardware or data not supplied or authorised by Bespo.

11.6 Subject to clause 15 (Limitation of Liability), this clause 11 sets out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort or negligence) for any IP Claim.

12.1 Subject to clauses 12.2 and 12.3, the Customer shall indemnify and hold harmless Bespo (and its Affiliates) from and against any losses, claims, damages, liabilities, costs (including legal and professional fees) and expenses incurred as a result of any third party alleging that the Customer Provided Materials or Customer Data infringe the rights, including Intellectual Property Rights, of a third party.

12.2 The provisions of clause 12.1 shall not apply unless Bespo:(a) promptly (and in any event within 20 Business Days) notifies the Customer upon becoming aware of any actual or threatened claim and provides full particulars;(b) makes no comment or admission and takes no action that may adversely affect the Customer’s ability to defend or settle the claim;(c) provides all assistance reasonably required by the Customer, subject to the Customer paying Bespo’s reasonable costs; and(d) grants the Customer sole authority to defend or settle the claim as the Customer considers appropriate.

12.3 The Customer shall have no liability under this clause 12 in respect of any claim arising (in whole or in part) from:
(a) any breach of this Agreement by Bespo; or
(b) use of the Customer Provided Materials or Customer Data otherwise than in accordance with the Customer’s instructions.

12.4 This clause 12 shall survive termination of this Agreement.

13.1 The Customer acknowledges that the Services do not include dedicated data backup or disaster-recovery facilities. The Customer is solely responsible for maintaining backups of all Customer Data.

13.2 Customer Data shall at all times remain the property of the Customer or its licensors.

13.3 Except to the extent Bespo has direct obligations under applicable data-protection laws, the Customer acknowledges that Bespo has no control over which Customer Data is hosted as part of the Services and may not actively monitor or access such data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity, and legality of the Customer Data and that its use complies with all applicable laws.

13.4 If Bespo becomes aware of any allegation that any Customer Data may not comply with this Agreement, Bespo shall have the right to delete, remove, or suspend access to any such data or disclose it to law-enforcement authorities, without prior consultation with the Customer. Where reasonably practicable and lawful, Bespo shall notify the Customer before taking such action.

13.5 Except as expressly agreed, Bespo shall not be obliged to provide assistance in extracting, transferring, or recovering data during or after the Term. The Customer acknowledges that it is responsible for maintaining safe backups and copies of all Customer Data, including ensuring it is extracted from Bespo prior to termination of this Agreement or suspension of any Services.

13.6 Unless otherwise agreed in writing, the Customer hereby instructs Bespo to securely dispose of any Customer Data within 60 days of the end of the provision of the relevant Services (and all copies thereof), except where retention is required by law. Bespo shall have no liability for any deletion or destruction of such data undertaken in accordance with this Agreement.

14.1 To the maximum extent permitted by law, Bespo shall not be liable for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises from or was contributed to by any Relief Event.

15.1 The extent of each party’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence, misrepresentation, or under any indemnity) shall be as set out in this clause 15.

15.2 Subject to clause 15.6, Bespo’s total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed £5,000.

15.3 Subject to clause 15.6, Bespo’s aggregate liability in respect of each individual Free or Trial Service (and all Support Services provided in connection with the same), howsoever arising under or in connection with this Agreement, shall not exceed £5,000.

15.4 Subject to clause 15.6, Bespo shall not be liable for consequential, indirect or special losses.

15.5 Subject to clause 15.6, Bespo shall not be liable for any of the following (whether direct or indirect): loss of profit or revenue; destruction, loss of use or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); and/or harm to reputation or loss of goodwill.

15.6 Notwithstanding any other provision of this Agreement, Bespo’s liability shall not be limited in respect of: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other losses which cannot be excluded or limited by applicable law.

15.7 Bespo is not responsible for the physical products created, sold or transacted via the use of Bespo. Full responsibility for physical products—including quality, invoicing, logistics and customer support—does not transfer to Bespo. Consequently, Bespo is not responsible for production order creation or implementation.

15.8 This clause 15 shall survive termination of this Agreement.

16.1 Bespo may suspend access to the Services for all or some Authorised Users if:
(a) Bespo reasonably suspects serious misuse of the Services; or
(b) Shopify suspends or restricts the Customer’s access due to unpaid fees or billing issues on the Shopify platform.

16.2 Where the reason for the suspension is suspected misuse of the Services, and without prejudice to its rights under clause 17, Bespo will take steps to investigate the issue and may restore or continue to suspend access at its reasonable discretion.

16.3 In relation to suspensions under clause 16.1(b), access to the Services will be restored promptly after Bespo receives confirmation of payment in full and cleared funds (or confirmation from Shopify that the account is back in good standing).

16.4 Fees shall remain payable during any period of suspension, notwithstanding that the Customer or some or all Authorised Users may not have access to the Services.

17.1 This Agreement becomes effective on the Effective Date and remains in effect for the duration of the Term, unless terminated earlier in accordance with these terms.

17.2 After the Initial Term (or any Renewal Term), this Agreement will automatically renew for successive Renewal Terms on each anniversary of the Effective Date unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term. This automatic renewal does not apply to Free or Trial Services, which terminate at the end of the trial unless otherwise specified in the Commercial Schedule.

17.3 Either party may terminate this Agreement immediately by written notice if:
(a) the other party commits a material breach that cannot be remedied; or
(b) the other party commits a material breach not remedied within 20 Business Days after written notice; or
(c) the Customer’s access to the Services is suspended or cancelled by Shopify due to non-payment or breach of Shopify’s billing policies.

17.4 Bespo may suspend or terminate Free or Trial Services at any time, with or without notice.

17.5 Upon termination of this Agreement for any reason, all rights granted under this Agreement immediately cease. The Customer and its Authorised Users shall immediately cease use of the Services and delete or return any Bespo Documentation as directed.

17.6 Termination does not affect any accrued rights or obligations of either party, nor provisions intended to survive termination.

18.1 Data protection.Bespo and the Customer shall comply with all applicable data protection laws in respect of the Services.

18.2 Confidentiality.Each party undertakes that it shall not at any time during the Term and for a period of five (5) years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by this clause 18.2.Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses such confidential information comply with this clause; and
(ii) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

18.3 Entire agreement.This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements between them in respect of its subject matter, whether written or oral. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty not expressly set out herein. Nothing in this Agreement shall limit or exclude any liability for fraud.

18.4 Notices.Any notice given by a party under this Agreement shall be sent by email and shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.Notices to Bespo shall be sent to hello@bespo.me, and notices to the Customer shall be sent to the email address specified in the Commercial Schedule.
This clause 18.4 does not apply to notices given in legal proceedings or arbitration.

18.5 Variation.Without prejudice to clause 6, no variation of this Agreement shall be valid or effective unless made in writing, refers to this Agreement, and is duly signed or executed by, or on behalf of, each party.

18.6 Assignment and subcontracting.Except as expressly provided in this Agreement, Bespo may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights or obligations under this Agreement.Except as expressly permitted by this Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without Bespo’s prior written consent.

18.7 Set-off.Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction, or withholding of any kind, save as may be required by law.

18.8 No partnership or agency.The parties are independent contractors. This Agreement does not create any partnership, joint venture, fiduciary, or agency relationship between them. Neither party shall have, nor shall represent that it has, any authority to make commitments on the other party’s behalf.

18.9 Severance.If any provision of this Agreement (or part thereof) is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions shall not be affected.
If any provision (or part thereof) would be legal, valid, and enforceable if some part were deleted or modified, that provision shall apply with such deletions or modifications as necessary to make it legal, valid, and enforceable.
In such an event, the parties shall negotiate in good faith to agree on a mutually acceptable alternative provision.

18.10 Waiver.No failure, delay, or omission by either party in exercising any right, power, or remedy provided by law or under this Agreement shall operate as a waiver of that right, power, or remedy, nor preclude any future exercise thereof.
A waiver of any term or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

18.11 Third-party rights.A person who is not a party to this Agreement shall have no rights to enforce any of its provisions.

18.12 Authority.Each party represents and warrants to the other that it has the right, power, and authority to enter into this Agreement, to grant the rights contemplated herein, and to perform its obligations under this Agreement.

18.13 Governing law and jurisdiction.This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

Authorised Users who have “account user” functionality, as further described in the Documentation.

In respect of each Additional Service, the fees payable by the Customer in consideration of that Additional Service, as notified to the Customer by Bespo in writing.

In respect of each Additional Service, any specific additional or amended terms that are relevant to that Additional Service (as updated from time to time) and made available to the Customer.

The additional services (including additional features or functionality) and deliverables available from Bespo from time to time and as may be requested by the Customer. By way of illustration, Additional Services may include (without limitation): 3D Creation, 3D Packaging (PRC and CSR), 3D Consultancy, Tech Consultancy, and Project Management.

In respect of any entity, any entity that directly or indirectly controls, is controlled by, or is under common control with that entity within the meaning set out in section 1124 of the UK Corporation Tax Act 2010.

The users authorised by the Customer to use Bespo in accordance with this Agreement, comprising Head Users and Account Users.

A day other than a Saturday, Sunday, or public holiday in Portugal.

The number of Designs and Design Variants available to be used by the Customer on Bespo.

The commercial terms agreed between the parties in respect of this Agreement, as set out in Schedule 2.

All data (in any form) that is provided to Bespo or uploaded or hosted on any part of the Service by the Customer or any Authorised User, including Designs and Design Variants (but excluding Feedback).

All of the Materials provided or made available by or on behalf of the Customer.

All software and systems used by or on behalf of the Customer, its sub-contractors, or any Authorised User in connection with the provision or receipt of the Services, or that otherwise link, inter-operate, interface, or utilise the Services (whether directly or indirectly).

All information, materials, instructions, and documentation made available to the Customer by Bespo from time to time, relating to the use and operation of the Services, including (but not limited to) any technical specification requirements and guidelines (for example, preparing files for Bespo and utilisation rules).

The date stated at the beginning of this Agreement.

Has the meaning given to it in clause 10.4.

The User Fee, Listing Fee, any Additional Service Fee, and any other amounts payable to Bespo under this Agreement.

An event or sequence of events beyond a party’s reasonable control preventing or delaying performance of its obligations under this Agreement (provided that inability to pay is not Force Majeure), including matters relating to the transfer of data over public communications networks and any delays or problems associated with such networks or with the Internet.

Any Subscribed Service identified as being provided on a trial basis or without charge (for the duration of the period during which it is provided on such basis).

Authorised Users who have “head user” functionality, as further described in the Documentation.

Refers to a single human being (not a company or legal entity), who is at least 18 years of age, capable of entering into contracts, and legally responsible for their actions and decisions.

ll rights in copyright, neighbouring and related rights, inventions, patents, know-how, trade secrets, trade marks, service marks, design rights, get-up, database rights, data rights, domain names, and all similar rights—whether registered or not—and including applications, renewals, extensions, and rights existing anywhere in the world.

Has the meaning given to it in clause 11.1.

The fees payable by the Customer for access to and use of the Capacity, as set out in the Commercial Schedule or, where additional Capacity is purchased during the Term, as notified by Bespo in writing.

All services, data, information, content, Intellectual Property Rights, websites, software, and other materials provided in connection with the Services, but excluding all Customer Data.

Materials provided, controlled, or owned by or on behalf of a third party, the use of which is subject to a separate agreement or licence between the Customer and that third party (including Non-Bespo Materials which may be linked to, interact with, or be used by the Services) and all other Materials expressly identified as Non-Bespo Materials in this Agreement.

The Pricing Plan for the use of Bespo, available on Bespo’s official website or Shopify App Store listing.

All Materials provided or made available by or on behalf of Bespo, but excluding all Customer Data and all Non-Bespo Materials.

Has the meaning given to it in the “Background” section of this Agreement.

The pre-requisite information the Customer must provide to Bespo to use the Services, as notified in writing or set out in the Documentation, including (without limitation) visual assets according to Bespo’s written guidelines (as updated from time to time).

All products offered by Providers via the Customer’s Shopify store, including but not limited to clothing, accessories, footwear, and other items.

The organisations or companies (including third-party manufacturers) that the Customer collaborates with through the Service to offer Products to end consumers.

(a) any breach of this Agreement by the Customer; or
(b) any Force Majeure event.

The output created by the Customer within Bespo.

The service level agreement agreed between Bespo and the Customer in respect of the Services.

The Subscribed Services, Additional Services, and Support Services.

Any terms set out in paragraph 3 of the Commercial Schedule.

the access to Bespo and any Additional Services to which the Customer has subscribed (and 'Subscribed Service' shall refer to each respective service separately);

In respect of the Subscribed Service, the support services provided by Bespo to the Customer.

The Initial Term and any Renewal Term(s).

The fees payable by the Customer for access to Bespo by Authorised Users, as set out in the Commercial Schedule or, in the case of additional Authorised Users purchased during the Term, as notified by Bespo in writing.

Value-added tax, any other tax imposed in substitution for it, and any equivalent or similar tax imposed outside the United Kingdom or the European Union.

2.1 The table of contents, recitals, and clause or schedule headings are included for convenience only and shall have no effect on interpretation.

2.2 Bespo and the Customer are together the “parties” and each a “party”; references to a party include its successors and permitted assigns.

2.3 Words in the singular include the plural and vice versa.

2.4 Any words following “include”, “includes”, “including”, or similar expressions are illustrative only and do not limit the preceding terms.

2.5 References to “writing” or “written” include email and any other legible, non-transitory form of communication.

2.6 The Schedules form part of (and are incorporated into) this Agreement.

2.7 Defined terms used in a Schedule have the same meanings as in this Agreement.

2.8 References to specific legislation include amendments, extensions, or re-enactments thereof, and include subordinate legislation in force at the date of this Agreement.

2.9 References to any English legal term (e.g. court, proceeding, or legal concept) shall, in any other jurisdiction, be construed as referring to the equivalent or nearest local term.

Standard Pricing Plans are publicly available on Bespo’s official landing page and on its Shopify App Store listing.Any bespoke commercial terms or agreements will be provided separately by Bespo’s commercial team, where applicable, and shall form part of this Agreement once confirmed in writing between the parties.