Website: beady.ai
IMPORTANT: PLEASE READ THESE TERMS CAREFULLY. They are a legally binding agreement. By accessing or using the Services, you accept these Terms and confirm that you have authority to bind the organisation you act for. If you don’t agree, don’t access or use the Services.
These Terms of Use cover access to the beady.ai website, including its web pages, contact forms, newsletters, information materials and related services. They are provided by We Good Solutions Limited, a company incorporated in Hong Kong, with its registered address at Unit 1603, 16th Floor, The L. Plaza, 367-375 Queen’s Road Central, Sheung Wan, Hong Kong.
These Terms apply to (i) any legal entity that has entered into an Agreement, online subscription, free trial, evaluation or other written agreement with us that gives it access to the Services, and (ii) any individual that Client has authorised to access and use the Services on its behalf.
Affiliate means, for either party, any legal entity that directly or indirectly controls that party, is controlled by it, or is under common control with it.
Authorised User means an employee, contractor or agent of Client who is allowed to use the Services under Client’s subscription and has their own unique account.
Client Data means any data, information or content that Client, or an Authorised User on Client’s behalf, uploads, sends, configures or otherwise provides to or through the Services. This includes the names, identifiers and other details of the legal or natural persons that Client asks to monitor through the Services (Observed Subjects).
Documentation means the user guides, technical documentation, knowledge base articles and other materials we provide about the Services, as updated from time to time.
Observation means any structured signal, alert, report, assessment, summary, classification, dashboard view or other analytical result that the Services produce about an Observed Subject, based on open sources and processed with our proprietary algorithms and AI/ML models.
Order means an order document, online subscription form or similar document signed or accepted by Client that refers to these Terms and sets out the scope of the Services, the Subscription Term, the Fees, the plan and other commercial terms.
Open Sources means freely accessible online sources we collect information from to run the Services. These include news resources, search engines, public social media platforms, public corporate, judicial, regulatory and sanctions databases, government and intergovernmental registries, public watchlists and other open online resources.
Subscription Term means the period during which Client may use the Services, as set out in the applicable Order.
Service Output means Observations, alerts, dashboards, reports, exports, API responses and any other output of the Services provided to Client.
The Services are an OSINT platform for predictive risk analytics. They let Client monitor selected Observed Subjects, who may be Client’s employees, candidates, contractors, suppliers, counterparties, portfolio companies, brands or any other entities or persons in whom Client claims a legitimate interest. For each Observed Subject, the Services collect, deduplicate, classify, summarise and analyse information from Open Sources and deliver relevant Observations through dashboards, alerts (including by email or through messengers such as Telegram, WhatsApp, Viber and others), reports and APIs.
Client accepts that the Services are a supporting tool for identifying risk and helping with decisions. They are not meant to be the only or deciding basis for any decision about an Observed Subject. The Services are not legal, financial, investment, HR, regulatory, credit, verification, consumer reporting or any other professional advice. Service Output is provided “as is” and for information only.
If we give free trial or evaluation access to the Services or to certain features (together, “Beta Features”), they are provided only for evaluation, “as is” and “as available”, with no warranties or service level commitments. We can change, suspend or stop Beta Features at any time, without notice and without liability.
We may, at our sole discretion and from time to time, change, update, add to or remove features and functionality of the Services, change the underlying technology, change the Open Sources we support or change the structure of Service Output. We won’t materially reduce the core functionality of the Services during the Subscription Term.
The Services are meant for legal entities and the Authorised Users acting for them. By using the Services, Client confirms that (i) it is a properly formed and existing legal entity, (ii) it has full legal capacity and authority to enter into the Agreement, (iii) the person accepting these Terms for Client has authority to bind Client, and (iv) Client is not located in, incorporated under the laws of, or subject to comprehensive sanctions or trade restrictions that would prohibit Client from accessing the Services.
Client is responsible for choosing its Authorised Users, for making sure each of them keeps their login details confidential and doesn’t share them, and for making sure each of them complies with these Terms. Client is responsible for everything its Authorised Users do or fail to do as if Client had done it itself.
Client must (i) put reasonable security measures in place, including strong passwords and multi-factor authentication where available; (ii) tell us promptly about any unauthorised access, suspected breach or misuse of any account; and (iii) work with us to investigate and fix any such incident. We may suspend any account or login details that we reasonably suspect have been compromised, misused or used in breach of these Terms.
As long as Client complies with the Agreement and pays all applicable Fees on time, we give Client a non-exclusive, non-transferable, non-sublicensable, revocable and limited right, during the Subscription Term, to access and use the Services and Service Output only for Client’s internal business purposes and within the scope set out in the applicable Order (“Permitted Use”). We keep all rights not expressly granted in these Terms. No licence is granted by implication, estoppel or otherwise.
Client must not, and must not allow any Authorised User or third party to, directly or indirectly: use the Services or Service Output for any purpose that is unlawful in any applicable jurisdiction, against public policy or in breach of anyone’s rights; use them to harass, stalk, intimidate, defame or discriminate against any individual, to unlawfully watch any individual, or to help anyone do so; use them to make decisions with legal or similarly significant effects on individuals on a fully automated basis where Article 22 GDPR or equivalent law restricts this; or use them as a “consumer report” to assess eligibility for credit, insurance, employment or housing, or for any other purpose where the law requires a regulated consumer report, or in any way that could make us be treated as a “consumer reporting agency”.
Client expressly agrees that it must not, and must not allow any Authorised User or third party to, directly or indirectly: scrape, crawl, collect, mine, index, copy, mirror or otherwise systematically extract any content, data, Observation, dashboard, report or other part of the Services or Service Output, by manual or automated means; use any robot, spider, scraper, data mining tool, headless browser, automation framework, browser extension, screen capture tool or other automated or programmatic means to access, query, copy or extract data from the Services, except through login details issued to Client and through APIs, integrations or download features we have expressly allowed in writing, used within the documented rate limits and usage rules; or get around, disable or interfere with rate limits, throttling, authentication, captcha, access controls, watermarks, fingerprints or any other security or anti-abuse measures in the Services.
Client accepts that the Services are a database within the meaning of applicable database protection laws, and that the restrictions in this Section 5.2 are essential to protect our investment in building, structuring and maintaining the Services. Any breach of this Section 5.2 is a material breach of the Agreement. In addition to any other remedies, it gives us the right to suspend or end access immediately and to claim damages and injunctive relief.
Client must not, and must not allow any Authorised User or third party to, decompile, disassemble, reverse engineer, decrypt or otherwise try to extract the source code, object code, architecture, ideas, algorithms, structure, organisation, models, weights, prompts, training data or know-how of the Services, except where mandatory law expressly allows it, and then only after giving us reasonable written notice in advance.
The Services include features based on AI and machine learning, such as the conversational AI agent, summarisation, sentiment analysis, entity matching and risk assessment. Client must not (i) try to inject prompts, instructions or content designed to get around the safety, accuracy or operational controls of these features; (ii) use these features to create, spread or amplify disinformation, illegal content, defamatory statements, content that breaches third-party rights, or content that targets individuals in a discriminatory or abusive way; or (iii) rely on these features to make final, unchecked decisions that affect any individual.
Client alone is responsible for Client Data and for the legal basis on which it provides Client Data to the Services, including the names, identifiers and other details of Observed Subjects. Client represents and warrants that: it has established an appropriate legal basis under applicable data protection laws (including, where relevant, the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (UAE PDPL), the DIFC Data Protection Law (DIFC Law No. 5 of 2020), the ADGM Data Protection Regulations 2021, GDPR, UK GDPR, PDPO, CCPA/CPRA and other applicable laws) for processing personal data of Observed Subjects and Authorised Users through the Services; it has given all required notices to data subjects and obtained all required consents and permissions from them (including, where relevant, employees, candidates, counterparties or other individuals) so that we can lawfully process their personal data on its behalf and provide the Services; and it has carried out any data protection impact assessment, transfer impact assessment and legitimate interest assessment required by law before using the Services for the relevant Observed Subjects.
Client alone is responsible for any decision it makes, or decides not to make, based on Service Output. Client must: check and validate Service Output, including by looking at the underlying sources where appropriate, before relying on it for any business decision; apply human review before taking any action that may have legal or similarly significant consequences for an individual; comply with all laws that apply to its use of Service Output, including employment, anti-discrimination, due diligence, anti-money laundering, sanctions, consumer protection and data protection laws; and not disclose or pass on Service Output to the Observed Subject or any other third party.
For personal data of Observed Subjects and Authorised Users that is part of Client Data and that we process on Client’s instructions, Client is the controller and we are the processor (or subprocessor, where relevant) under the DPA. For personal data that we collect from Open Sources and otherwise process on our own initiative to run, secure, improve and protect the Services, we are an independent controller. The parties will sign a DPA where the law requires one.
The Services rely on information from Open Sources. Client accepts that: Open Sources are run by third parties and may change, become unavailable or change their access terms at any time, which can affect how available, complete or up to date Service Output is; information published in Open Sources may be inaccurate, out of date, biased, defamatory or otherwise unreliable, and Service Output reflects what can be seen in those sources; we do not guarantee the accuracy, completeness, timeliness or reliability of any third-party content or any results based on it; and Client alone is responsible for assessing the relevance, accuracy and lawful use of any Service Output that includes third-party content.
As between the parties, we and our licensors keep all rights, title and interest in the Services, the Documentation, Service Output (subject to Section 8.2), and any algorithms, models, software, source and object code, user interfaces, design, logos, trademarks, branding, domain names, know-how, methods and databases, together with any improvements, derivatives, changes, enhancements or feedback relating to them, and in each case all intellectual property rights in them. None of this is transferred to Client.
As long as Client complies with the Agreement and keeps paying the Fees, Client has a non-exclusive, non-transferable, non-sublicensable and revocable right to use Service Output for its internal business purposes during the Subscription Term and within the Permitted Use. Client must not remove or change any proprietary, attribution or watermark notices in Service Output and must not present Service Output as its own product.
Client must pay all fees set out in the applicable Order or in our current price list (“Fees”). Unless expressly stated otherwise, Fees are set in UAE Dirhams (AED), US Dollars or Euros (or any other currency we agree with Client during negotiations) and do not include applicable taxes (including UAE value added tax where applicable), withholdings, duties, fees or bank charges.
Unless the Order says otherwise, Fees are invoiced in advance for each subscription period and must be paid by bank transfer to the account we specify within five (5) calendar days of the invoice date. Client is responsible for giving us accurate and up-to-date payment details.
If an undisputed amount is not paid by the due date, we may, in addition to any other remedies: (i) charge interest on the overdue amount at 5% per month or the highest rate allowed by applicable law, whichever is lower, from the due date until it is paid in full; (ii) suspend access to the Services after giving five (5) business days’ written notice; and (iii) recover all reasonable collection costs, including legal fees.
Each party (the “Receiving Party”) may receive confidential, proprietary or non-public information from the other party (the “Disclosing Party”) in connection with the Agreement (“Confidential Information”). Confidential Information includes, in particular, the Services, the Documentation, our pricing and roadmap, Client Data, security practices, internal business information and any information marked as confidential or that would reasonably be understood to be confidential. The Receiving Party must (i) use Confidential Information only to perform the Agreement; (ii) protect it with at least the same care it uses for its own confidential information of similar importance, and never less than reasonable care; (iii) not disclose it to any third party except its own staff, Affiliates, professional advisers and authorised subprocessors who need it for their work and are bound by confidentiality obligations at least as protective as these; and (iv) tell the Disclosing Party promptly in writing about any actual or suspected unauthorised disclosure or use.
How we process personal data in connection with the Services is described in our Privacy Policy and, where relevant, in the DPA. Client agrees that we may use subprocessors to help provide the Services in line with the DPA. We will maintain appropriate technical and organisational measures designed to protect Client Data from unauthorised access, loss, alteration or disclosure, taking into account the state of the art, the nature of the processing and the risks to data subjects. Client is responsible for putting in place and maintaining appropriate security in its own systems and for the secure use of its login details, devices and integrations.
We warrant that we will provide the Services with reasonable skill and care and substantially in line with the Documentation. If we breach this warranty, Client’s only remedy, and our only obligation, is that we will, at our choice, re-perform the affected Services or, if we can’t do that within a reasonable time, end the affected Order and refund a proportional share of prepaid Fees for the unused part of the Subscription Term.
EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 12.1, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES, SERVICE OUTPUT AND ANY RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION OR ERROR-FREE OPERATION.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW: (a) Neither party is liable to the other (or to any third party) for any indirect, incidental, special, consequential, punitive or exemplary damages, or for any loss of profits, revenue, business, goodwill, data, opportunities or anticipated savings, or the cost of substitute goods or services, whether this arises in contract, tort (including negligence), strict liability or otherwise, and even if the party was told such damages were possible. (b) Our total liability arising out of or in connection with the Agreement, the Services, Service Output or any breach of these Terms, whatever the form of action, will not exceed the total Fees Client actually paid us under the Agreement in the twelve (12) months immediately before the event that gave rise to the liability.
Client must defend, indemnify and hold harmless beady.ai, its Affiliates and their directors, officers, employees, contractors and agents against any claims, suits, actions, proceedings, losses, damages, fines, sanctions, expenses and costs (including reasonable legal fees) arising out of or in connection with: Client Data, including any claim that Client Data, or our processing of it on Client’s instructions, breaks applicable law (including data protection, privacy or anti-discrimination laws) or infringes third-party rights; and use of the Services or Service Output by Client or any Authorised User in breach of the Agreement or applicable law, including any decision made based on Service Output.
In addition to any other right or remedy, we may suspend all or part of the access of Client and any Authorised User to the Services, immediately and without notice, if: we have reasonable grounds to believe the Services are being used in breach of these Terms, including Sections 5 (Acceptable Use), 6 (Client Data and Obligations) or 8 (Intellectual Property); we have reasonable grounds to believe the security or integrity of the Services or of another client is at risk; applicable law, a court order, sanctions or a decision of a competent authority requires it; or Client has not paid an undisputed amount when due and has not fixed this within five (5) business days of receiving written notice.
These Terms take effect on the date Client first accepts them or first accesses the Services, whichever is earlier, and continue for the Subscription Term set out in the applicable Order and any renewal, unless ended earlier under these Terms.
Unless the Order says otherwise, each Subscription Term renews automatically for further periods of the same length as the one that is ending, at our rates at that time, unless either party gives written notice of non-renewal at least thirty (30) days before the current Subscription Term ends.
Each party must comply with all applicable laws and regulations when performing its obligations under the Agreement, including, where relevant, anti-corruption, anti-money laundering, counter-terrorist financing, anti-human trafficking, data protection, consumer protection, competition, sanctions and export control laws. Client represents and warrants that neither Client nor any of its directors, officers, beneficial owners or Authorised Users is subject to comprehensive sanctions or otherwise restricted by trade sanctions imposed by the United Arab Emirates (including designation on the UAE Local Terrorist List), the UN, Hong Kong, the US, the European Union, the UK or any other relevant authority.
Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, epidemics, war, armed conflict, civil unrest, terrorism, sabotage, government action, sanctions, internet or communications failures, denial of service attacks, supply chain disruption or strikes (each a “Force Majeure Event”). The affected party must tell the other party about the Force Majeure Event and make reasonable efforts to limit its impact. If a Force Majeure Event prevents performance of material obligations for more than sixty (60) consecutive days, either party may end the affected Order by written notice.
The Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by and will be interpreted under the laws of the Hong Kong Special Administrative Region, without regard to conflict of laws principles.
Any dispute, controversy, difference or claim arising out of or relating to the Agreement, including its existence, validity, interpretation, performance, breach or termination, or any dispute about non-contractual obligations arising out of or relating to it, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration is Hong Kong. There will be one (1) arbitrator, unless the amount in dispute is more than USD 5,000,000, in which case there will be three (3) arbitrators. The arbitration will be in English. The award will be final and binding on the parties.
Any notice under the Agreement must be in writing and in English. Notices to us must be sent to legal@beady.ai, with a copy by certified mail to the address of We Good Solutions Limited given at the top of these Terms. Notices to Client are sent to the email address in the Order or, if there isn’t one, to the email address of Client’s account administrator. Notices are treated as received: (i) on the day of delivery, if delivered by hand; (ii) on the date receipt is confirmed, if sent by certified mail; and (iii) on the day they are sent, if sent by email, as long as the sender has not received an error or non-delivery message.
The Agreement (these Terms together with the Privacy Policy, the DPA where relevant and any Order) is the entire agreement between the parties on its subject matter and replaces all earlier or current agreements, communications, proposals or representations, written or oral. If there is a conflict, the order of priority is: (a) the Order; (b) the DPA; (c) these Terms; and (d) the Privacy Policy.
We may change these Terms from time to time. If the changes are material, we will tell Client (for example, by email to the account administrator or by a notice in the Services) at least thirty (30) days before they take effect. If Client keeps using the Services after the changes take effect, Client accepts the changed Terms.
Client may not assign or transfer all or part of the Agreement, by operation of law or otherwise, without our prior written consent. We may assign all or part of the Agreement to any Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets. Any attempt to assign in breach of this Section is void.
Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between the parties. Neither party can bind the other.
Except as expressly stated in these Terms for our Affiliates and indemnified parties, anyone who is not a party to the Agreement has no right to enforce any of its terms.
If any provision of the Agreement is found to be invalid, illegal or unenforceable, it will be changed to the minimum extent needed to make it enforceable or, if that isn’t possible, removed, and the rest of the Agreement will stay in full force.
A waiver of rights for any breach or default under the Agreement is only effective if it is in writing. If a party fails or delays in exercising a right, that is not a waiver of the right.
Unless the Order says otherwise, Client agrees that we may name Client as a customer of the Services and use Client’s name and logo on our website and in marketing materials, in line with any reasonable brand guidelines Client gives us.
These Terms are written in English. Any translation, including into Arabic, is for reference only, and if there is any difference, the English version prevails.
If you have any questions about these Terms, please contact:
We Good Solutions Limited
Address: Unit 1603, 16th Floor, The L. Plaza, 367-375 Queen’s Road Central, Sheung Wan, Hong Kong.
Email: legal@beady.ai
