bSpec Terms and Conditions

By accessing the Website or using any Services, you agree to be bound by these Terms. If you do not agree, you must discontinue use immediately.

Definitions

“Client”, “you”, “your” – any individual or entity accessing the Website or using the Services.

“Bspec”, “we”, “us”, “our” – Bspec Group Limited (UK) and, where applicable, Bspec, Inc. (USA).

“End User” – any third party receiving Services indirectly through a Client (e.g., resold, white-labelled, or bundled).

“Parties” – you and Bspec collectively.

These Terms are governed by the laws of England and Wales, unless otherwise stated.

Scope of These Terms

These Terms apply to:

• Use of the Website;
• Use of all Services (paid or free, direct or through a reseller);
• All interactions with Bspec systems, platforms, support, and staff.

Where a separate Master Services Agreement (MSA) or Statement of Work (SOW) is signed, that agreement prevails over these Terms in the event of conflict.

Cookies

We use cookies to support Website functionality and improve user experience.
By using the Website, you consent to our use of cookies as outlined in our Privacy Policy.

Intellectual Property

All Website and Service content, including software, text, graphics, and proprietary technology, is owned by Bspec or its licensors.

You must not, without written permission:

• Reproduce, distribute, copy, or republish content;
• Sell, rent, license, or sub-license materials;
• Redistribute content on other platforms.

Billing & Invoicing Notice

1. Contracting Entity
   All Services are legally contracted with Bspec Group Limited (United Kingdom) or Bspec, Inc. (USA).
2. Invoice Issuance
   Depending on operational requirements, invoices may be issued by:
   1. Bspec Group Limited (UK), or
   2. Bspec, Inc. (USA), authorised to provide billing and administrative support.
3. Payment Validity
   Payments to either entity are deemed payments to Bspec Group Limited.
4. International Data Transfers
   Where necessary for billing, support, compliance, or fraud prevention, personal data may be exchanged between UK and US entities, subject to UK GDPR and applicable data-protection law.

User Conduct

You must not use the Website or Services to:

• Violate any applicable law;
• Impersonate Bspec or misrepresent your relationship with us;
• Attempt unauthorised access to our systems or networks;
• Interfere with service performance or security;
• Spread harmful, illegal, obscene, or abusive material.

Defamation, Accuracy of Statements & Harmful Conduct

You agree not to:

• Publish, transmit, or promote defamatory, false, or misleading statements about Bspec, its representatives, or its Services;
• Engage in behaviour intended to harm Bspec’s reputation, goodwill, business relationships, or operational integrity;
• Encourage others to distribute unverified or defamatory claims.

Bspec may take any legally permitted action to protect its reputation, including account suspension, service termination, corrective disclosures, or legal proceedings.

This clause applies both publicly and privately, and survives termination of Services.

Client Conduct in Use of Services

Clients must ensure that:

• All information provided to Bspec is accurate;
• Their use of Services does not create legal or reputational risk for Bspec;
• Their employees, contractors, or End Users comply with these Terms.

Resellers, White-Label Use & End-User Communications

1. Resale and White-Label Use
   Clients may only resell or white-label Services if expressly authorised by Bspec in writing.
   Clients must not misrepresent Bspec Services as their own proprietary technology.
2. Communications with End Users
   If Bspec reasonably believes that a reseller Client is:
   1. providing misleading or defamatory statements,
   2. misrepresenting the source of the Services,
   3. failing to communicate essential information,
   4. involved in a dispute with Bspec that may affect End Users,
   5. engaging in conduct that may harm End Users or Bspec,
3. Bspec may contact End Users directly for the limited purpose of:
   1. correcting false or harmful statements;
   2. clarifying the origin, ownership, or status of Services;
   3. providing factual updates necessary to prevent harm or service disruption;
   4. protecting Bspec’s legal rights, reputation, and business interests.
   5. Bspec will only disclose information to the minimum extent reasonably required.
4. No Liability for Good-Faith Communications
   Bspec is not liable for any loss suffered by the Client resulting from good-faith communications with End Users under this clause.
5. Client Duty to Inform End Users
   Reseller Clients must inform End Users that:
   1. Bspec is the underlying service provider;
   2. Bspec may contact End Users when legally or operationally required;
   3. Bspec may provide updates or clarifications directly when disputes or risks arise.
6. Protection of Bspec’s Reputation and Communications with Intended Users

In the event of a dispute between Bspec and a Client, or where Bspec reasonably believes that the Client is providing misleading, defamatory, or harmful information relating to Bspec or the Services, Bspec reserves the right to take reasonable steps to protect its commercial reputation, business interests, and goodwill.

Accordingly, Bspec may, where necessary and proportionate, communicate directly not only with End Users but also with Intended Users, defined as:

• individuals or organisations to whom the Client has marketed, promoted, offered, sold, or presented Bspec Services;
• prospective customers or leads who have been introduced to Bspec Services through the Client; and
• individuals or organisations who may reasonably rely on information provided by the Client relating to Bspec or its Services.

Such communications may be made for the limited purposes of:

• correcting false, misleading, incomplete, or defamatory statements;
• clarifying the origin, nature, operation, or availability of Bspec Services;
• preventing harm to Bspec’s business reputation, market standing, or commercial relationships;
• ensuring Intended Users receive accurate information relevant to their decision-making;
• mitigating risks created by the Client’s actions, omissions, or communications.

Bspec will limit any such communication to what is reasonably necessary to protect its legitimate business interests and prevent reputational harm.
Bspec shall not be liable to the Client for any impact, loss, or consequence arising from good-faith communications made under this clause.

Survival
This clause remains effective after termination as long as End Users rely on Bspec Services.

User-Generated Content (Comments)

Users may submit content in designated areas. You warrant that:

• You have all necessary rights to publish the content;
• Content does not infringe intellectual property rights;
• Content is not defamatory, unlawful, or harmful.

Bspec may monitor, edit, or remove content but is not obligated to do so.

By posting content, you grant Bspec a worldwide, non-exclusive, royalty-free licence to use, reproduce, and modify such content.

Hyperlinking

Certain organisations may link to our Website without prior approval.
Conditions and approval processes for linking are described in this section and may be updated at any time.

Use of Bspec’s logo or trademarks requires written permission.

iFrames

You may not frame or embed our Website in a way that alters its appearance or functionality without prior written consent.

Content Liability

You are solely responsible for content displayed on your website that links to ours.
You agree to indemnify Bspec against claims arising from such content.

Reservation of Rights

We may request removal of any link to our Website at any time.
We may modify these Terms and linking policies at our discretion.

Accuracy & Availability

We do not guarantee:

• uninterrupted access;
• completeness or accuracy of Website or Service content;
• ongoing availability of any feature.

Disclaimer & Limitation of Liability

Nothing in these Terms limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be limited by law.

To the maximum extent permitted:

• Services and Website content are provided “as is”;
• We disclaim all implied warranties;
• We are not liable for indirect, consequential, special, or punitive damages, including loss of profits, revenue, data, or business.

Where the Website or certain Services are free of charge, liability is further limited to the fullest extent permitted by law.

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