Legal

Terms & Conditions

Last updated: April 10, 2026

Website Terms & Conditions

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, together with our Privacy Policy.

becausehq.com (“Because,” “website”), operated by r15s Technologies Ltd, a company incorporated in England and Wales under company number 16927120 with its registered office at 27 New Dover Road, Canterbury, England, CT1 3DN (“we,” “us”), is committed to safeguarding your privacy when you visit our site, request a demo, or communicate electronically with us. These Website Terms and Conditions do not apply to information we collect by other means (including offline) or from other sources, which are addressed in our Privacy Policy.

These Website Terms and Conditions govern your use of this website (collectively referred to as the “Website”). These Terms apply in full force and effect to your use of this Website, and by using this Website, you expressly accept all terms and conditions contained herein in full. You must not use this Website if you have any objection to any of these Website Terms and Conditions.

These Website Terms and Conditions apply to use of the becausehq.com marketing website only. If you subscribe to the Because platform as a customer, your use of the Services is governed by the separate Customer Terms & Conditions set out below in this document (or as referenced in your Order Form).

Overview

Because provides an engineering intelligence platform that helps engineering teams detect issues early and resolve incidents faster by correlating data across observability, source control, ticketing, incident paging, and documentation systems. This section of the Terms relates to your use of our public website only.

Our Privacy Policy, available at becausehq.com/privacy, explains how we collect, use, and disclose any information or personal data you provide to us or that we collect when you visit our Website or request a demo. These Terms should be read together with the Privacy Policy.

The Website and Services are intended for business use by adults acting on behalf of an organisation. They are not directed at children, and we do not knowingly collect personal data from children. If you believe a child has provided us with personal data, please contact support@becausehq.com and we will take steps to delete it. ‘Child’ has the meaning given under the data protection laws applicable to that individual.

IF YOU DO NOT AGREE TO BE BOUND BY THESE WEBSITE TERMS AND CONDITIONS OR OUR PRIVACY POLICY, DO NOT USE THE WEBSITE.

Intellectual Property Rights

The content of the pages of this Website is for your general information and use only. It is subject to change without notice.

Other than content that you own (which you may have opted to submit through forms on this Website under these Terms), Because and/or its licensors own all rights to the intellectual property and material contained in this Website, and all such rights are reserved.

You are granted a limited licence only, subject to the restrictions provided in these Terms, for the purpose of viewing the material contained on this Website. All content and all compilations of content included on the Website which are not provided by you remain the property of Because or its licensors.

Restrictions

Your use of any information or materials on this Website is entirely at your own risk, for which we shall not be liable. It is your responsibility to ensure that any products, services, or information available through this Website meet your specific requirements.

You are expressly restricted from the following:

publishing any Website material in any other media;
selling, sublicensing, or otherwise commercialising any Website material;
publicly performing or showing any Website material;
using this Website in any way that is, or may be, damaging to this Website;
using this Website in any way that impacts user access to this Website;
using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website or any person or business entity;
engaging in any data mining, data harvesting, data scraping, or similar activity in relation to this Website or its content, including for the purpose of training artificial intelligence or machine-learning models; and
using this Website to engage in unsolicited advertising or marketing.

Certain areas of this Website may be restricted from access by you, and Because may further restrict access by you to any areas of this Website at any time, in its sole and absolute discretion. Any user ID and password you may have for this Website are confidential, and you must maintain the confidentiality of such information.

Your Content

In these Website Terms and Conditions, “Your Content” means any text, images, or other material you choose to submit to this Website (for example, through a demo-request form, support enquiry, or newsletter signup). With respect to Your Content, by submitting it you grant Because a non-exclusive, worldwide, royalty-free licence to use, reproduce, adapt, publish, translate, and distribute it solely for the purpose of responding to your enquiry, providing the Services, and operating our business.

Your Content must be your own and must not infringe any third party’s rights. Because reserves the right to remove any of Your Content from this Website at any time, and for any reason, without notice.

For a full description of how we use personal data submitted through this Website, including the lawful bases we rely on, please refer to our Privacy Policy at becausehq.com/privacy.

No Warranties

This Website is provided “as is,” and neither Because nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness, or suitability of the information and materials found or offered on this Website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors, and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

Limitation of Liability

In no event shall Because, nor any of its officers, directors, or employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort, or otherwise. Because, including its officers, directors, and employees, shall not be liable for any indirect, consequential, or special liability arising out of or in any way related to your use of this Website.

We assume no responsibility for the content of websites linked from our Website. Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.

This limitation applies only to the use of the Website. Different limitations will arise as a result of the agreement between you and Because for the provision of the Services.

Indemnification

Unauthorised use of this Website may give rise to a claim for damages and/or be a criminal offence.

You hereby indemnify to the fullest extent Because from and against all liabilities, costs, demands, causes of action, damages, and expenses (including reasonable attorneys’ fees) arising out of or in any way related to your breach of any provision of these Terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Variation of Terms

Because may revise these Terms at any time as it sees fit, and by using this Website you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Website.

Entire Agreement

These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between Because and you in relation to your use of this Website and supersede all prior agreements and understandings with respect to the same.

Governing Law and Jurisdiction

These Terms (and any dispute, controversy, proceedings, or claim of whatever nature in relation to them) shall be governed by and interpreted in accordance with the laws of England and Wales, and the English courts shall have exclusive jurisdiction in relation thereto.

Contact

If you have any questions about these Website Terms and Conditions, please contact us at support@becausehq.com.

Customer Terms & Conditions

The following terms and conditions are entered into by and between r15s Technologies Ltd (trading as “Because”) and the Customer.

These terms and conditions (the “SaaS Terms”) are made and entered into on the Effective Date by execution of an Order Form referencing these SaaS Terms (each an “Order Form,” and together with these SaaS Terms, the “Agreement”) by and between r15s Technologies Ltd, a company incorporated in England and Wales under company number 16927120, having its registered office at 27 New Dover Road, Canterbury, England, CT1 3DN, United Kingdom, trading as Because (“Because”), and the entity referred to as the “Customer” in the Order Form (the “Customer”).

1. Services

1.1 Provision of Services. Because shall make the Services available to the Customer pursuant to this Agreement and the applicable Order Forms during the Term, solely for the Customer’s own internal business purposes. Users within the Customer’s organisation, as set forth in the Order Form, will gain access to the Because Technology, which augments the Customer’s engineering operations by ingesting data from the Customer’s connected systems (including observability, source control, incident-management, project-tracking, documentation, and other integrated tools) to detect anomalies, correlate signals across services, identify probable root causes of incidents, and surface recommended remediations. The Services are provided as an investigative co-pilot to augment, not replace, human engineering judgement.

1.2 Use of Services. The Customer’s use of the Services shall be limited to the number of Users purchased by the Customer in an Order Form for use during the Term. The Customer may increase its committed volume of Users by a separate Order Form. Any increase in the committed volume of Users shall apply for the remainder of the Term regardless of usage, and the committed volume of Users may not be reduced during the Term.

1.3 Integrations and Connected Systems. To use the Services, the Customer will connect one or more third-party systems (for example, observability platforms, source-code repositories, incident-paging tools, ticketing systems, and knowledge bases). The Customer is solely responsible for its use of, and compliance with, the terms of any such third-party systems, and for ensuring it has all rights and permissions necessary to connect them to the Services and to permit Because to access and process Customer Data from them in accordance with this Agreement.

2. Fees and Payment Terms

2.1 Fees. The Customer shall pay to Because the Fees set forth in the applicable Order Form in accordance with this clause 2. Except as otherwise specified herein or in any Order Form, all payment obligations are non-cancellable, and Fees paid are non-refundable.

2.2 Invoicing and Payment. Unless otherwise set forth in an Order Form, Because will invoice the Customer for the applicable Fees annually in advance during the Term, with the first invoice issued on or after the Effective Date. The Customer shall pay invoices in full and without deduction by electronic money transfer to the account details provided in each invoice within fourteen (14) days of the date of the invoice in the currency specified in the Order Form. Late payment of Fees may be subject to interest, which shall accrue on such overdue amounts at the higher of (i) an annual rate equal to 4% above the Bank of England base rate or (ii) the maximum interest rate allowed under applicable law.

2.3 Taxes. All amounts and Fees stated or referred to in the Agreement are exclusive of all Taxes. The Customer shall be solely responsible for paying all applicable Taxes relating to the Agreement and the use of or access to the Services and Support Services, if applicable.

2.4 Suspension of Services. If Because has not received payment for any invoice that is not the subject of a bona fide dispute by the due date, and without prejudice to any other rights and remedies of Because, Because reserves the right, by giving thirty (30) days’ prior written notice to the Customer and without liability to the Customer, to disable the Customer’s passwords, account, and access to all or part of the Services and/or to suspend the provision of Support Services, and Because shall be under no obligation to provide any or all of the Services and/or Support Services while the invoice(s) concerned remain unpaid. For the avoidance of doubt, the Customer will continue to be charged for the Services during any period of suspension.

3. Obligations

3.1 Because Obligations. Because: (i) shall use commercially reasonable efforts to maintain the security and integrity of the Services and Customer Data; (ii) will use commercially reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for planned or emergency maintenance, and Because will use reasonable endeavours to give the Customer prior notice of such planned maintenance; and (iii) subject to the Customer paying the Fees as outlined in the Order Form, Because will, as part of the Services, provide to the Customer the level of Support Services stated in Appendix A. Because will provide the Support Services with due skill and care and in accordance with good industry practice.

3.2 Customer Obligations. The Customer is responsible for all activity that occurs within its account and for its Users’ compliance with this Agreement. The Customer shall: (i) comply with Because’s reasonable instructions from time to time in relation to its implementation and use of the Services; (ii) notify Because promptly of any issues relating to the Services and promptly provide all necessary information and co-operation reasonably required by Because to enable it to diagnose and remedy such issues; (iii) comply with all Applicable Laws; (iv) use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Because; (v) be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Customer Data in the use of the Services, and for any decisions or actions taken (by the Customer, its Users, or any third party) on the basis of outputs produced by the Services; and (vi) be responsible for obtaining and maintaining all required licences, consents, approvals, and legal checks required for Because to use and process Customer Data (including data ingested from the Customer’s connected third-party systems) in the provision of the Services.

4. Warranty

4.1 Warranties. Each party represents and warrants that: (i) it has the requisite power and authority to execute, deliver, and perform its obligations under the Agreement; and (ii) the Agreement has been duly authorised, executed, and delivered by each party and constitutes valid and binding obligations of such party enforceable against such party according to its terms. Because warrants that the Services will be provided with reasonable skill and care during the Term. The Customer warrants and represents to Because that it has obtained and maintains all required licences, authorisations, and consents pursuant to clause 3.2(vi).

4.2 Remedies. If the Services do not conform with the warranties provided in clause 4.1, Because will, at its expense, use commercially reasonable efforts to correct any such non-conformance within a reasonable period of time. This clause sets out the Customer’s sole and exclusive remedy and Because’s entire liability for breach of clause 4.1.

4.3 Disclaimers. The warranty provided in clause 4.1 shall not apply to the extent of any non-conformance which is (i) caused by the Customer’s implementation or use of the Services contrary to Because’s instructions or otherwise in breach of the Agreement, or (ii) caused by modification or alteration of the Services by any party other than Because or Because’s duly authorised contractors or agents. Notwithstanding the foregoing, Because: (a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the Customer’s access to and use of the Services and/or third-party applications or the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities; (c) is not responsible for any Virus which was not detected by Because using reasonable current commercial methods of detection or transmitted through any third-party services; (d) neither Because nor its suppliers or third-party service providers or software vendors shall have any liability whatsoever for the accuracy, completeness, or timeliness of Customer Data, or for the accuracy of any output, recommendation, or root-cause analysis generated by the Services, or for any decision made or action taken by the Customer, any User, or any third party in reliance upon any such output; and (e) outputs of the Services are probabilistic in nature, may contain errors or omissions, and must be reviewed by a qualified human before being acted upon in production environments.

5. Data Protection

5.1 Data Processing. Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with the Applicable Data Protection Laws. The Customer is the data controller of the Customer Data and appoints Because as the data processor to process the Customer Data for the purposes described in this Agreement and the DPA.

5.2 Data Processing Addendum. The parties shall comply with the Data Processing Addendum (“DPA”) available at https://www.becausehq.com/data-processing-addendum-v1, which is hereby incorporated into this Agreement by reference and governs the processing of any personal data pursuant to this Agreement. Because may update the DPA from time to time by posting a revised version at the same URL, and such updates shall be effective upon posting. The Customer is responsible for reviewing the DPA periodically.

5.3 Third-Party AI Providers and Zero Data Retention. The Customer acknowledges that Because uses third-party artificial-intelligence and machine-learning providers (“AI Sub-processors”) to deliver certain features of the Services, including anomaly detection, log correlation, and root-cause analysis. Because: (i) contractually restricts AI Sub-processors from using Customer Data to train their foundation or general-purpose models; (ii) maintains a Zero Data Retention arrangement with its primary AI Sub-processor such that Customer Data submitted to that provider’s API is not persisted on the provider’s servers beyond the duration of the request; and (iii) maintains an up-to-date list of Sub-processors, which is available on request. Any material change to Because’s AI Sub-processors that materially affects the processing of Customer Data will be communicated to the Customer with reasonable notice.

6. Proprietary Rights

6.1 Access to Service. In exchange for payment of the Fees listed on the Order Form, and subject to the terms of this Agreement and any applicable Order Form, Because grants the Customer a non-exclusive, royalty-free, non-transferable right, solely during the Term, to access and use the Services solely for the Customer’s internal business purposes.

6.2 Reservation of Rights. Except for the limited rights expressly granted to the Customer hereunder, Because reserves all rights, title, and interest in and to the Services and the Because Technology, including all related Intellectual Property Rights inherent therein. No rights are granted to the Customer hereunder other than as expressly set forth in this Agreement.

6.3 Restrictions. The Customer shall not: (i) modify, copy, display, republish, or create derivative works based on the Services or the underlying software; (ii) modify, copy, or create derivative works of the Services or Because Technology; (iii) reverse engineer the Services or the underlying software (except to the extent such restriction is prohibited by applicable law); (iv) access the Services in order to build a competitive product or service, or copy any ideas, features, functions, or graphics of the Services; (v) use outputs of the Services to train any machine-learning or artificial-intelligence model that competes with the Services; (vi) licence, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted in this Agreement), distribute, or otherwise commercially exploit or make the Services available to any third party, other than to Users or as otherwise contemplated by this Agreement; (vii) use the Services to send or store infringing, obscene, threatening, defamatory, or otherwise unlawful material; (viii) upload to the Services or use the Services to send or store Viruses or other harmful or malicious code, files, scripts, agents, or programs; (ix) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (x) attempt to gain unauthorised access to the Services or their related systems or networks. Because reserves the right, without liability or prejudice to its other rights against the Customer, to (a) disable the Customer’s access to any material that breaches the provisions of this clause, including by installing a blocking-access program; (b) remove any such content where, in Because’s sole and reasonable discretion, Because suspects such content breaches the provisions of this clause; and/or (c) terminate the Agreement for material breach in accordance with clause 7.2.

6.4 Customer Data. As between Because and the Customer, the Customer retains ownership of all rights, title, and interest in and to all Customer Data. For the duration of the Term, the Customer grants Because a non-exclusive, transferable, sublicensable, royalty-free licence to use Customer Data solely to (i) provide and operate the Services for the Customer, (ii) prevent or address service, security, support, or technical issues, and (iii) make improvements to the Services for the Customer’s use, subject always to clause 5 and the DPA. Because will not be held responsible for any Intellectual Property Right infringement, violation of any other person’s rights, or violation of any laws arising out of or relating to Customer Data. Because shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Because to perform services related to Customer Data maintenance and back-up) unless solely caused by Because’s negligence or wilful misconduct.

6.5 Aggregated Anonymous Data. Because may aggregate the metadata and usage data of the Customer or Users collected or otherwise made available through the Services so that the results are not personally identifiable with respect to the Customer or any User (“Aggregated Anonymous Data”). The Aggregated Anonymous Data will be deemed Because Technology, and the Customer acknowledges that Because may use the Aggregated Anonymous Data, both during and after the Term, (i) for its own internal and statistical analysis, (ii) to develop and improve the Services, and (iii) to create and distribute reports and other materials regarding use of the Services. For the avoidance of doubt, nothing in this clause 6.5 gives Because the right or ability to publicly identify the Customer as the source of any Aggregated Anonymous Data.

6.6 Intellectual Property Rights Ownership; Feedback. Because and its licensors alone shall own all right, title, and interest, including all related Intellectual Property Rights, in and to the Because Technology made available to the Customer by Because in providing the Services. This Agreement does not convey to the Customer any right, title, or interest in the Services, the Because Technology, or the Intellectual Property Rights owned by Because and its suppliers, other than the limited rights expressly granted in clause 6.1. The Customer may be asked to provide suggestions, ideas, recommendations, bug fixes, corrections, or other feedback (“Feedback”) regarding the Services, though the Customer is under no obligation to provide Feedback. The Customer agrees that if the Customer provides Feedback, Because is free to reproduce, make, use, create derivative works of, publicly perform, display, import, transmit, distribute, licence, sell, offer to sell, or otherwise dispose of such Feedback without payment of compensation or any other obligation of any kind to the Customer.

7. Term and Termination

7.1 Term of Agreement. The Term shall, unless otherwise terminated as provided in this clause 7, commence on the Effective Date and shall continue for the Initial Term. Thereafter, the Agreement shall automatically renew for successive periods of 12 months (or such other period as specified in the applicable Order Form) (each a “Renewal Term”), unless either party terminates with not less than three (3) month’s written notice prior to the end of the Term or relevant Renewal Term, or otherwise terminates in accordance with the provisions of the Agreement. Because may increase the Fees due under Order Forms for the applicable Renewal Term.

7.2 Termination for Cause. A party may terminate this Agreement for cause and without prejudice to any other rights or remedies to which the parties may be entitled: (i) if the other party is in material breach under this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice of such material breach from the non-breaching party; or (ii) if the other party voluntarily files a petition under bankruptcy or insolvency law, has a receiver or administrative receiver appointed over it or any of its assets, becomes subject to an administration order, enters into any voluntary arrangement with its creditors, ceases or threatens to cease to carry on business, or is subject to any analogous event or proceeding in any applicable jurisdiction.

7.3 Effect of Termination. On termination or expiration of the Agreement for any reason: (i) the Customer’s rights of use granted under the Agreement and relevant Order Form(s) shall immediately terminate, and the Customer shall immediately cease the use of the Services subscribed to under the Agreement; (ii) the Customer shall promptly pay all monies due or to become due under the Agreement through the effective date of termination and for the remainder of the then-current Initial Term or Renewal Term as applicable; (iii) the following provisions shall survive any termination or expiration of this Agreement: clauses 5, 6.5, 6.6, 7.3, 8, 10, and 11.

8. Confidentiality

8.1 Definition of Confidential Information. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.

8.2 Confidentiality. Each party shall: (i) hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement; and (ii) take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. Neither party shall be responsible for any loss, destruction, alteration, or disclosure of Confidential Information caused by any third party. The Customer acknowledges that details of the Services and Because Data constitute Because’s Confidential Information. Customer Data is deemed the Confidential Information of the Customer.

8.3 Confidentiality Period. The obligations of confidentiality under this clause 8 shall survive termination, except for any information which is deemed a trade secret of a party, in respect of which the obligations of confidentiality shall continue for as long as such information remains a trade secret.

9. Indemnity

9.1 Because Indemnification. Except to the extent related to the Customer’s acts or omissions, Because will defend the Customer, its officers, directors, and employees against all third-party damages, claims, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees) arising from a third-party claim that the Customer’s use of the Services in accordance with this Agreement infringes any patent effective as of the Effective Date, copyright, trade mark, database right, or right of confidentiality (each a “Claim”). Promptly upon receiving notice of a Claim, the Customer shall (a) give Because prompt written notice of the Claim; (b) give Because sole control of the defence and settlement of the Claim (provided that Because may not settle any claim unless it unconditionally releases the Customer of all liability); and (c) provide to Because, at Because’s cost, all reasonable assistance in the defence or settlement of such Claim. If the Services are held or likely to be held infringing, Because shall have the option, at its sole liability and expense, to: (i) replace or modify the Services as appropriate; (ii) obtain a licence for the Customer to continue using the Services; (iii) replace the Services with a functionally equivalent service; or (iv) terminate the applicable Services and provide a pro-rata refund for any pre-paid but unused Fees for the portion of the Term immediately following the effective date of termination. This clause 9.1 states Because’s entire liability and the Customer’s exclusive remedy for any claim of intellectual property infringement.

9.2 Customer Indemnification. Except to the extent related to Because’s acts or omissions, the Customer will defend Because, its officers, directors, and employees against all third-party damages, claims, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) the Customer’s use of the Services in violation of the Agreement; and/or (ii) Customer Data, including any claim that the Customer Data infringes the rights of any third party or violates applicable law.

10. Limitation of Liability

10.1 Limitation of Liability. Except with respect to amounts owed by the Customer to Because hereunder and subject to clauses 10.2 and 10.3, the aggregate liability of each party for or in respect of any loss or damage suffered by the other party (whether due to breach of contract, tort (including negligence), or otherwise) under or in connection with the Agreement shall be limited to the total amount of Fees paid by the Customer in the 12-month period immediately preceding the date on which the claim arose.

10.2 Exclusions at Law. The exclusions in this clause 10 shall apply to the fullest extent permissible at law, but neither party excludes liability for: (i) death or personal injury caused by its negligence or that of its officers, employees, contractors, or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law.

10.3 Exclusion of Consequential and Related Damages. To the maximum extent permitted by applicable law, in no event will either party be liable to the other for special, consequential, incidental, or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill, loss of revenue, loss of use, or loss of data (including corruption of data), or costs of procurement of substitute goods or services arising from the Agreement, howsoever caused and under any theory of liability (including contract, tort, negligence, or otherwise), even if the other party has been advised of the possibility of such damages. The parties acknowledge that the amounts payable hereunder are based in part on these limitations and further agree that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

10.4 Because Exclusions. The Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from, and actions taken on the basis of, such use. Because will not be liable to the Customer: (i) for any damage caused by errors or omissions in any information, data, or instructions provided to Because by the Customer in connection with the Services, or any actions taken by Because at the Customer’s direction; (ii) for any third-party products or services accessed and/or used by the Customer through the Services (excluding those third parties subcontracted by Because); (iii) where any failure to provide the Services is caused by a network, hardware, or software fault in products or services supplied by third parties not subcontracted by Because; or (iv) for any decision made, action taken, or code deployed by the Customer or any User in reliance upon any output, analysis, or recommendation generated by the Services, which outputs are probabilistic in nature and require review by a qualified human.

11. General

11.1 Marketing. The Customer agrees that Because may publish the Customer’s name and logo in its customer lists, and promotional, marketing and investment materials, in any media. Because may issue a press release to announce the supply of services to the Customer at any time during the Term. The Customer agrees to assist Because with the creation of a case study regarding the supply of services within six months of Effective Date.

11.2 Entire Agreement. The Agreement, together with its Order Form(s), sets out the entire agreement and understanding between the parties and supersedes any previous agreement between the parties relating to its subject matter. Unless otherwise expressly agreed in writing, the Agreement applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by the Customer in connection with the Agreement shall not be binding on Because. In entering into the Agreement, each party acknowledges and agrees that it has not relied on any representations made by the other; any such representations are excluded. Nothing in this clause shall limit liability for any representations made fraudulently.

11.3 Governing Law and Jurisdiction. The Agreement and any disputes or claims arising out of or in connection with it, its subject matter, or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales, and the parties submit to the non-exclusive jurisdiction of the English courts.

11.4 Third-Party Rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce, or to enjoy the benefit of, any term of the Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under the Agreement.

11.5 Assignment. Neither party may assign or delegate any part of this Agreement without the other party’s prior written approval, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without the other party’s consent, in whole or in part, in cases of merger, acquisition, or divestiture, except to a direct competitor of the other party and/or its Affiliates or to an Affiliate of such direct competitor.

11.6 Force Majeure. Except for the Customer’s payment obligations, neither party shall be responsible for failure or delay of performance if caused by a Force Majeure Event. Each party shall use commercially reasonable efforts to mitigate the effect of a Force Majeure Event. If such an event continues for more than 30 days, either party may cancel unperformed Services upon written notice (which notice may be made via email to the other party). This clause does not excuse either party of its obligations to take reasonable steps to follow its normal disaster-recovery procedures or the Customer’s obligation to pay for Services or Professional Services already provided.

11.7 Notices. All notices to be given under the Agreement shall be given in English in writing to the Legal Department at the address stated at the beginning of the Agreement, or to such other address as shall be given by either party to the other in writing. Any notice involving non-performance, termination, or renewal shall be hand-delivered, sent by email, sent by recognised overnight courier, or sent by certified mail, return receipt requested. Notices given by Because regarding price changes, discount-category changes, product discontinuance, and product changes may in addition be sent by email to the person(s) specified by the Customer from time to time. All other notices not referred to elsewhere in this clause 11.7 may be sent by (i) recognised overnight courier or (ii) email. All notices shall be deemed to have been given and received on the earlier of actual receipt or three (3) days from the date of postmark.

11.8 Variations. Save as otherwise expressly stated in the Agreement, the Agreement may only be varied by a written instrument signed by authorised representatives of both parties.

11.9 Severability. Should any part of the Agreement be or become invalid, this shall not affect the validity of the remaining provisions of the Agreement, which shall remain unaffected. The invalid provision shall be replaced by the parties with a term which comes as close as possible, in a legally permitted manner, to the commercial intent of the invalid provision.

11.10 Waiver; Counterparts; Headings. The waiver of one breach or default, or any delay in exercising any rights, shall not constitute a waiver of any subsequent breach or default. The Agreement may be executed in counterparts (including electronic signature), each of which shall be deemed an original and all of which together shall constitute one instrument. The headings are for convenience only and shall not be used to construe the Agreement.

12. Definitions

The following definitions apply to the Agreement. Any capitalised terms not otherwise defined in the Agreement or its Schedules have the meanings set out below:

A. Applicable Laws: all applicable local, state, national, and foreign laws, treaties, and regulations in connection with the Customer’s use of the Services, including those related to advertising, the Applicable Data Protection Laws, international communications, and the transmission of technical or personal data, and all compulsory industry self-regulations;
B. Applicable Data Protection Laws: the UK General Data Protection Regulation (as incorporated into UK law by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019), the Data Protection Act 2018, the EU General Data Protection Regulation (EU) 2016/679, and any other applicable similar laws relating to the protection of personal data in other jurisdictions;
C. Confidential Information: information of a party concerning its business and/or affairs, including without limitation information relating to a party’s operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, designs, trade secrets, software, documents (including, for Because, its software and Services), data, and information which, when provided by a party to the other: (a) is clearly identified as “Confidential” or “Proprietary,” or marked with a similar legend; (b) is disclosed orally or visually, identified as Confidential Information at the time of disclosure, and confirmed as Confidential Information in writing within 10 days; or (c) a reasonable person would understand to be confidential or proprietary at the time of disclosure;
D. Customer Data: (i) the data, information, and Content provided by the Customer to Because, and/or imported, inputted, uploaded, shared, or otherwise made accessible by the Customer, its Users, or Because on the Customer’s behalf (including data ingested from the Customer’s connected third-party systems such as observability, source-control, incident-paging, ticketing, and documentation platforms), for the purpose of using the Services or facilitating the Customer’s use of the Services; and (ii) data collected and processed by or for the Customer through the Customer’s use of the Services; but excluding Because Data;
E. Effective Date: the effective date of the Order Form(s);
F. Fees: the fees payable under the Agreement pursuant to the Order Form, including the Total Licence Fee, Third Party Fees, and Professional Services Fee;
G. Force Majeure Event: an act of war, hostility, sabotage, flood, earthquake, or natural disaster; epidemic or pandemic; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other licence); cybersecurity attack on third-party infrastructure; or other event outside the reasonable control of the obligated party;
H. Initial Term: the initial term of the Customer’s access to and use of the Services as set forth in the Order Form;
I. Intellectual Property Rights: intellectual property rights including without limitation rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets, and any other intellectual property rights arising anywhere in the world, whether registered or unregistered;
J. Order Form: the Order Form executed by both parties which references these Terms and details the level of Services ordered by the Customer, the Initial Term, and the Fees payable by the Customer, and any other additional terms in respect of the Customer’s access to and use of the Services;
K. Renewal Term: has the meaning given in clause 7.1 of these Terms;
L. Because Data: any information or data provided by Because to the Customer as part of the Services, and any feedback or suggestions on the Services provided by the Customer to Because;
M. Because Technology: (i) the Because platform managed and/or used by Because to provide the Services, including without limitation the application and database software for the Services, the system and server software used to provide the Services, the computer hardware on which that application, database, system, and server software is installed, and the models, pipelines, prompts, and orchestration logic used to perform investigations and root-cause analysis; and (ii) any technology or software used by Because to provide the Services, including without limitation any other underlying technology, trade secrets, data, content, and information;
N. Services: Because’s hosted, web-based engineering-intelligence offering subscribed to by the Customer as identified in the Order Form(s), and the Because Technology, including any updates;
O. Support Services: the provision by Because to the Customer of technical advice, basic training, and such other assistance and support related to the use of the Services, as described in Appendix A;
P. Taxes: any applicable taxes, including without limitation withholding, sales, use, excise, value-added tax, and similar taxes, but shall not include taxes based on Because’s gross income;
Q. Term: the duration of the then-current Initial Term or Renewal Term(s) of the applicable Order Form(s);
R. Third Party Fees: payments made by Because to third-party suppliers on behalf of the Customer;
S. Users: the permitted individual users of the Because Technology within the Customer’s organisation as set forth in the Order Form;
T. Virus: anything or device (including any software, code, file, or programme) which may prevent, impair, or otherwise adversely affect the access to or operation, reliability, or user experience of any computer software, hardware, or network, telecommunications service, equipment, or network, or any other service or device, including worms, trojan horses, viruses, and other similar things or devices.

Appendix A – Description of Support Services

Dedicated Account Manager. A dedicated Account Manager will be assigned to the Customer’s account for onboarding, integration setup, and ongoing success reviews.

Online and Phone Support. Because shall provide an email and telephone communication channel provided by the Customer’s Account Manager, between the hours of 9:00 and 18:00 UK time, Monday to Friday (excluding UK public holidays), to provide the Customer with reasonable support, advice, and guidance on the setup, configuration, and ongoing use of the Because platform. Deviations from the above will be communicated to the Customer via email or via a banner message on the Because platform.

Contact. For general queries about these Terms, please contact support@becausehq.com.