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General Terms & Conditions (GTC) applicable to For-Sight Master Services Agreements (MSAs).

These are the GTCs applying to services provided by For-Sight Software Limited to customers under a For-Sight MSA.

Version Date: 10 November 2025.

1.Definitions – see Appendix 1

2. For-Sight Obligations

Subject to the Customer fully meeting its obligations under these GTCs, the MSA and Accepted Quotes (AQs), For-Sight shall until the Termination date:

  1. Create and provide User access to the Services subject to the terms set out in the MSA and the GTCs and defined in any AQs.
  2. Load into the databases the data provided by the Customer and relevant to the Customer’s business from the sources set out in the MSA or in any AQs.
  3. Host in the United Kingdom (via Microsoft Azure Cloud or similar) the databases and the communication services.
  4. Maintain Services that materially conform to the specifications noted in For-Sight’s product documentation and in any written representations to the Customer.
  5. Perform any Professional Services according to generally accepted industry standards.
  6. Grant the Customer and its Users a non-exclusive and non-transferable right to access and use the Services solely for the internal business purposes of the Customer during the term of the MSA.
  7. Provide Customer Support to the Customer during Standard Office Hours.
  8. Throughout the Term maintain the systems and software to function in accordance with Documentation and representations given to the Customer.
  9. All the above in exchange for the Fees provided for in the MSA and AQs.

3. Customer Obligations

Subject to For-Sight fully meeting its material obligations under these GTCs, the MSA and AQs, the Customer shall:

  1. Pay all fees for the Services and Deliverables in accordance with the MSA and any AQs.
  2. Ensure that all Users will use the Services under the Customer’s account and supervision and will equally be subject to the terms and conditions of the MSA, AQs and GTCs.
  3. Make each User aware of their obligations and privileges under the MSA, GTCs and AQs.

4. Term

  1. The MSA shall commence on the Effective Date
  2. The MSA shall continue for the Initial Term and any Renewal Period.
  3. The MSA will renew at the end of each Renewal Period for the same period unless a valid termination notice has been received at least 90 days prior to the renewal date.

5. Termination

    1. No-breach Termination Notice: The Customer can terminate the MSA at the end of the Initial Term or any Renewal Period by giving no less than ninety (90) days’ written notice to For-Sight. The Customer must give such notice earlier than 90 days before the end of the Initial Term or, thereafter, the current Renewal Period. For-Sight can terminate the MSA at any time by giving no less than ninety (90) days’ written notice to the other party.
    2. Breach Termination Notice: The MSA may be terminated by either party if the other party is in material or persistent breach of any of the terms of the MSA and fails to remedy the breach within 30 days of written notice of such breach. For-Sight may terminate the MSA with 30 days’ notice should the Customer become insolvent, enter bankruptcy or administration or be unable to pay any individual debt as it becomes due.
    3. Effect of Termination: The MSA may be terminated by either party if the Effect of Termination: Immediately on termination of the MSA, for any reason, the Customer shall:

(a) immediately pay any outstanding due or overdue fee amounts,

(b) cease all use of the Services, and

(c) pay to For-Sight the fees that would have been due and payable by the Customer for the Services through to the end of the Initial Term or any Renewal Period not correctly terminated in accordance with this MSA.

  1. Modification, Suspension or Discontinuance of Service: For-Sight reserves the right to modify, suspend, or discontinue the Services upon notice to the Customer. If For-Sight discontinues the Services, it will refund to the Customer any subscription fees the Customer has prepaid for the period after which For-Sight has discontinued the Services.

 

6. Suspension of Services for Non-Payment

Services may be suspended upon immediate notice by For-Sight if the Customer fails to pay any fee due under the MSA more than 30 days after the due date of the fee.

7. Fees and Settlement Terms

    1. For-Sight shall invoice the Customer, and the Customer agrees to pay all fees for the Services as set out in the AQs.
    2. Fees for ongoing subscription to the Services will be invoiced on the go-live date for each property or 2 months from the date of acceptance of the AQ, whichever is sooner, and monthly thereafter.
    3. Fees for ad hoc items of Professional Services will be invoiced on the date of acceptance of the relevant AQs.
    4. Invoices must be settled within 30 days of the invoice date.
    5. If the Customer fails to pay any amount payable under the MSA, For-Sight may charge interest accumulating monthly on the overdue amount monthly at 4% above the prevailing Bank of England Bank Rate from the due date until settlement.
    6. For-Sight may make changes to fees for its Services with effect from 1 January annually, with advance notice of the application of increases of at least 30 days.

8. Customer Support

      1. Support will be by telephone and/or email response during Standard Office Hours.
      2. Support will include response to requests to access the Services, assistance with learning how to use the Services and investigating any perceived restriction, underperformance or malfunction of the Services.

9. Warranties, Indemnities and Liability

    1. For-Sight will not be liable for any loss or damage arising in relation to the Customer’s use of the Services.
    2. For-Sight will not be liable for any loss or damage to the extent caused by any act or omission of the Customer including their loss of or failure to safeguard their log-in access, their non-secure transmission of data, breach of their systems, or any other security safeguards.
    3. Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance or non-performance, of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other party; and the time for performance of that obligation shall be extended accordingly.
    4. For-Sight will not be liable for the unavailability of the Services resulting from failure by its associated hosting partners, service providers, and bandwidth carriers, and any generally accepted other form of Force Majeure.
    5. The Customer warrants that the information it and its suppliers provide in respect of any data subject will have been obtained in accordance with the data privacy laws pertaining to the geographical territory of the data subjects. Also that permissions will have been obtained from each of the data subjects to hold, process and use their data in the ways carried out in the use of the Services. Also that any such permissions remain in force unless otherwise advised by the Customer to For-Sight.

10. Intellectual Property and Other Rights

    1. The Customer acknowledges that all intellectual property rights in the Services belong to For-Sight and/or its licensors.
    2. All intellectual property rights in any materials the Customer provides to For-Sight may belong to the Customer or other parties.

11. Confidentiality

    1. Each party shall keep confidential the Confidential Information that it may acquire in relation to the business or affairs of the other party.
    2. The obligations of confidentiality shall not apply to information which is at the time of disclosure already publicly available or required to be disclosed by law.

12. Data Protection

    1. Both parties agree to comply with their respective obligations under the UK Data Protection Act and all relevant data protection laws in relation to all personal data processed under the MSA.
    2. For-Sight may process personal data on behalf of the Customer in connection with the provision of the Services.
    3. The processed data remains the property of the Customer.

13. Entire MSA

The MSA constitutes the entire MSA between both parties and supersedes all prior MSAs and contracts relating to the Services.

14. Governing Law and Jurisdiction

The MSA shall be governed by and construed in accordance with the laws of Scotland.

15. Disaster Recovery

For-Sight will implement a disaster recovery plan and procedures to take all reasonable actions towards business continuity in case of unforeseen events.

16. Transition Rights

In the event of termination of the MSA, For-Sight will assist in a smooth transition of services to the Customer or a third party designated by the Customer.

17. Data Security and Ownership

  1. For-Sight will specify data ownership, cloud provider access to and use of customer data, data retention policies, and detailed data security measures.
  2. For-Sight will maintain and document data security practices and policies appropriate to the data and Services being provided.
  3. Prior to the Termination date, the Customer will obtain through its use of the Services all and any downloads of its data. The Customer databases will be deleted by For-Sight on a mutually agreed date after the Termination date.

18. Electronic transmission

Any communication between the parties will be deemed made and accepted if it is sent by email and its receipt is acknowledged by email by the recipient.

19. Amendments

For-Sight may amend these GTCs from time to time by posting an amended version on its website and advising the Customer of the amendment(s). Any amendment will be deemed accepted and become effective 30 days after such. Should the Customer reject the amendment the Services will continue under the pre-amendment GTCs. Rejected amendment(s) will in any case become effective at the start of the next Term or Renewal Period.

20. Arbitration

Any dispute between the parties relating to the Services, obligations or amounts owed under an MSA or AQ shall be resolved by the parties mutually, failing which only by final, binding arbitration by an arbiter from the Court of the Scottish Arbitration Centre (COSAC). This does not preclude either party from taking legitimate legal action against the other party.

21. GuestRevu Services Terms of Use

If the Customer accesses GuestRevu services through their For-Sight Service, these are provided subject also to the GuestRevu terms of use as set out at https://www.guestrevu.com/guestrevu-terms-of-use

In the interpretation of the GuestRevu terms of use For-Sight, as reseller, is the “Customer” and you are the User on behalf of For-Sight.

22. Inspire Loyalty Platform

  1. Where the Customer subscribes to or accesses the Inspire Loyalty platform through the Services, any Personal Data processed within that platform shall be subject to the Inspire Loyalty Terms and Conditions available at https://www.inspireloyalty.co.uk/terms-conditions/.
  2. For the purposes of such access, For-Sight acts solely as a reseller of the Inspire Loyalty platform. Inspire Loyalty Limited is solely responsible for the operation, availability, and performance of, and the data-processing activities undertaken within, that platform.
  3. The Customer acknowledges that use of the Inspire Loyalty platform constitutes acceptance of the Inspire Loyalty Terms and Conditions in addition to these GTCs, and that such use shall be governed by those terms insofar as they relate to the Inspire Loyalty platform and its associated data processing.
  4. In the event of any conflict or inconsistency between the Inspire Loyalty Terms and Conditions and these GTCs or the MSA, the provisions of these GTCs and the MSA shall prevail to the extent of such conflict or inconsistency.
  5. For-Sight shall not be liable for any acts, omissions, loss, or damage arising from or in connection with the Customer’s use of the Inspire Loyalty platform, except to the extent caused by For-Sight’s own negligence or breach of its obligations under this MSA.
  6. Data Processing and Controller Roles
    1. For-Sight and the Customer acknowledge that, in relation to any Personal Data processed within the Inspire Loyalty platform, Inspire Loyalty Limited acts as an independent Data Controller (or, where applicable, a Data Processor on behalf of the Customer) under its own Data Processing Agreement available at https://www.inspireloyalty.co.uk/terms-conditions/.
    2. Where Personal Data is exchanged between the For-Sight platform and the Inspire Loyalty platform for the purpose of integration or service delivery, For-Sight shall act as Data Processor on behalf of the Customer, in accordance with the data-processing provisions set out in this Agreement.
    3. For-Sight shall not access or process any Personal Data within the Inspire Loyalty platform except as required to provide or maintain the integration and related Services.
    4. Each party shall remain individually responsible for its own compliance with applicable data-protection laws, including the UK GDPR and the Data Protection Act 2018.

Appendix 1 Definitions

  1. Accepted Quote: The costed proposals for the Services provided as separate quote(s). An MSA and the GTCs may apply to one or several AQs with the same Customer.
  2. CRM: Customer Relationship Management databases and associated data ingest, maintenance, query, selection and extraction tools.
  3. Guest Engagement Platform: The email/SMS/other customer contact services used for interaction with guests and other data contacts.
  4. Renewal Period: Any period of renewal of the MSA.
  5. Effective Date: The date as so stated in the MSA.
  6. Force Majeure: Unexpected circumstances outside a contracting party’s reasonable control that, having arisen, prevent it from performing its contractual obligations.
  7. Initial Term: A period of 36 months or as otherwise agreed in the MSA.
  8. Services: The For-Sight Software as a Service incorporating the CRM and Guest Engagement Platform.
  9. Standard Office Hours: The United Kingdom hours of 9am to 5pm Monday – Friday except all public holidays.
  10. User: Any person designated and authorised by the Customer to use the Services.
  11. Documentation: materials provided by For-Sight describing and helping the correct use and specifications of the Services.
  12. Professional Services: Services provided additional to the subscription to the software. Generally including the time and skills of For-Sight employees as well as any additional email/SMS broadcasting above the agreed allowance. Examples include extra training, consultancy, communication design, data analysis and campaign automation.
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