Terms and Conditions

Terms and Conditions of Use

Last updated: 14 January 2026

1. Interpretation and Definitions

In these Terms and Conditions:

• "Agreement" means this document and any schedules or appendices attached to it.
• "Company" or "we", "us", "our" means San Digital Ltd and its affiliates.
• "Customer" or "you", "your" means the organisation or individual that has agreed to use Overshow.
• "Overshow" means the local-first AI application, website and associated services provided by us.
• "Documentation" means any user guides, manuals, or technical documentation we provide.
• "Licence" means the limited, non-exclusive, non-transferable right to use Overshow as described in Section 2.
• "User" or "Authorised User" means any person using Overshow on your behalf, including your employees and agents.
• "Customer Data" means any data, content, information or materials you input into or generate through Overshow.
• "Fees" means the charges payable for your use of Overshow, as notified to you in writing.
• "Effective Date" means the date you first access or are granted access to Overshow.

2. Licence Grant

2.1 Limited Licence

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use Overshow in accordance with this Agreement and the Documentation.

2.2 Scope of Use

You may use Overshow:

• Only for your own internal business purposes;
• In accordance with all applicable laws and regulations;
• Solely through Authorised Users;
• Within the scope of any licence allocation assigned to your organisation.

You may not:

• Rent, lease, sell, transfer, assign, or otherwise dispose of Overshow or your access rights;
• Share login credentials or access tokens with any third party except as permitted by your licence;
• Use Overshow to provide services to third parties or for any commercial purposes other than your own business operations;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying AI models;
• Scrape, mine, or extract data from Overshow for any purpose;
• Use Overshow in any manner that could damage, disable, or impair our systems or the experience of other users;
• Attempt to gain unauthorised access to Overshow or our infrastructure.

2.3 Authorised Users

You are responsible for all Authorised Users' use of Overshow and must ensure they comply with this Agreement. You warrant that all Authorised Users have been informed of, and will comply with, these terms. You are liable for any breach of this Agreement by an Authorised User as if it were your own breach.

3. Local Processing and Data Retention

3.1 Local-First Operation

Overshow is designed as a local-first AI application. Model inputs, outputs and internal processing are stored and executed on your own systems or infrastructure by default. We do not routinely transmit, store, or process your AI model inputs or outputs on our servers unless you explicitly choose an integration that requires it.

3.2 Exceptions

We do not retain or use your Customer Data for model training, product improvement, or any purpose other than:

• Providing technical support if you explicitly request it and share data with us;
• Complying with legal obligations or responding to lawful requests from public authorities;
• Investigating and preventing abuse or security breaches;
• Enforcing this Agreement.

If you choose to share data with us for support or feedback purposes, we will handle it in accordance with our Privacy Notice.

3.3 Licence Server Data

The Overshow licence server, operated by us, processes and retains:

• Authorised User identities and authentication tokens (for SSO management).
• Licence allocation, usage and status information.
• Aggregate usage metrics for licence compliance, performance monitoring and capacity planning.

These data are retained for the duration of your organisation's licence plus up to 2 years for audit, security and legal purposes.

4. Fees, Payment and Termination

4.1 Fees

You agree to pay the Fees notified to you in writing. Payment terms will be specified in your order or licence agreement. All Fees exclude VAT unless otherwise stated.

4.2 Payment

Fees are payable in accordance with the agreed payment schedule. Overdue payments may result in suspension of your access to Overshow until payment is received in full.

4.3 Price Changes

We may change our Fees on 30 days' written notice. Price changes will not apply to any active licence term already in progress unless permitted by law or your separate licence agreement.

4.4 Termination for Convenience

Either party may terminate this Agreement with 30 days' written notice to the other. Upon termination, your right to use Overshow will cease immediately.

4.5 Effect of Termination

Upon termination or expiry of your licence:

• Your access to Overshow and any associated services will be suspended or removed;
• Any data you have stored in relation to your licence (such as licence allocations or configurations) may be deleted after 30 days;
• Customer Data processed locally by your systems remains your responsibility and is not affected by termination of this Agreement;
• You remain liable for any Fees owed up to the termination date.

4.6 Suspension for Breach

We may suspend your access to Overshow immediately if:

• You breach any material term of this Agreement and do not remedy it within 10 business days of written notice;
• You fail to pay Fees;
• You violate any laws or regulations;
• We reasonably believe suspension is necessary to protect the security or integrity of our services or other users.

5. Intellectual Property Rights

5.1 Ownership of Overshow

All intellectual property rights in Overshow, including the software, algorithms, documentation, user interfaces and any improvements or modifications, remain the exclusive property of San Digital Ltd and its licensors. Nothing in this Agreement transfers ownership to you.

5.2 Your Customer Data

You retain all intellectual property rights in your Customer Data. By providing Customer Data to us (such as in support requests), you grant us a non-exclusive, royalty-free licence to use that data only for the purposes of providing support or investigating issues, subject to our Privacy Notice.

5.3 Feedback

If you provide us with any feedback, suggestions or ideas about Overshow ("Feedback"), you grant us a non-exclusive, royalty-free, perpetual licence to use, modify and incorporate such Feedback into Overshow without obligation to you.

5.4 Ownership of AI Outputs

To the extent that Overshow generates outputs based on your inputs, you own the outputs you generate using Overshow locally. However, you acknowledge that such outputs may be based on or influenced by Overshow's underlying models, to which we retain all intellectual property rights.

We do not claim ownership of, or any right to, outputs you generate through your own local use of Overshow.

6. Your Responsibilities and Warranties

6.1 Your Warranties

You warrant that:

• You have the authority to enter into this Agreement and use Overshow;
• All registration information you provide is accurate, truthful and kept current;
• Your use of Overshow complies with all applicable laws, regulations and third-party rights;
• You will not use Overshow in violation of any export controls, sanctions, or restrictions;
• You have implemented appropriate technical and organisational measures to secure your access credentials and prevent unauthorised use;
• Customer Data you provide does not violate or infringe any third-party intellectual property, privacy or other rights.

6.2 Your Obligations

You agree to:

• Comply with the Acceptable Use Policy (Section 7 below);
• Ensure all Authorised Users comply with this Agreement;
• Maintain the confidentiality of your login credentials and access tokens;
• Notify us immediately of any unauthorised access or security breach;
• Comply with all applicable data protection and privacy laws in your use of Overshow;
• Keep your systems and networks secure and up to date;
• Obtain all necessary consents from individuals whose data is processed through Overshow.

7. Acceptable Use Policy

7.1 Prohibited Activities

You agree not to use Overshow:

• To generate, publish or distribute content that is unlawful, defamatory, obscene, hateful, discriminatory or otherwise harmful;
• To facilitate fraud, money laundering, sanctions evasion or other financial crime;
• To create content that infringes intellectual property or privacy rights;
• To conduct automated scanning, testing, or attacks on Overshow or our infrastructure;
• To disable, overburden or deliberately impair our services;
• To harass, threaten, abuse or dox any individual;
• For any illegal purpose or in violation of any law or regulation;
• To process sensitive personal data (such as racial or ethnic origin, political opinions, religious beliefs, or genetic data) except where you have clear lawful basis and appropriate safeguards.

7.2 Monitoring

We reserve the right to monitor and log access to Overshow for security, performance and compliance purposes. We may investigate suspected violations of this Agreement or applicable law.

7.3 Removal of Content

If we reasonably believe you have breached this Acceptable Use Policy, we may remove, disable or restrict access to any offending content or functionality, with or without notice.

8. Warranties, Disclaimers and Limitations of Liability

8.1 No Warranties

Overshow is provided "as is" and "as available" without warranties of any kind. To the fullest extent permitted by law, we disclaim all warranties, express, implied, statutory or otherwise, including but not limited to:

• Warranties of merchantability, satisfactory quality or fitness for a particular purpose;
• Warranties that Overshow will meet your requirements or expectations;
• Warranties that Overshow will be uninterrupted, error-free, bug-free, secure or free from viruses or harmful code;
• Warranties regarding the accuracy, completeness or reliability of any outputs generated by Overshow;
• Warranties that defects will be corrected or that any features will remain available.

8.2 AI-Generated Output Disclaimer

Overshow uses artificial intelligence to generate outputs. You acknowledge and agree that:

• AI outputs may be inaccurate, incomplete, or biased. You should not rely on Overshow's outputs as a sole basis for important decisions.
• You are responsible for verifying the accuracy, completeness and suitability of any outputs you generate using Overshow.
• We do not warrant that AI outputs will be free from harmful content, including content that is misleading, discriminatory, or infringes third-party rights.
• We are not liable for any consequences arising from your reliance on or use of AI-generated outputs, including business losses, reputational harm, or legal liability to third parties.
• It is your responsibility to implement appropriate human review processes, quality controls and safeguards around the use of Overshow's outputs in your business.

8.3 No Liability for Third-Party Content

We are not liable for any third-party websites, services, content or materials linked to or referenced by Overshow. Your access and use of third-party sites are governed by their own terms.

8.4 Limitation of Liability

To the fullest extent permitted by law:

(a) Consequential and Indirect Damages. Neither party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, including loss of profits, revenue, business opportunity, goodwill, reputation or data, even if advised of the possibility of such damages.

(b) Direct Damage Cap. Our total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the Fees paid by you in the 12 months preceding the claim (or, if no Fees have been paid, £100).

(c) Exceptions. The limitations in this Section 8.4 shall not apply to:

• Liabilities arising from our indemnification obligations under Section 9;
• Either party's indemnity or liability for intellectual property infringement;
• Either party's gross negligence or wilful misconduct;
• Your breach of confidentiality or intellectual property obligations;
• Any liabilities that cannot be excluded or limited by law (such as personal injury or death, or liability for fraud).

8.5 Sole Remedy

If Overshow fails to materially conform to this Agreement or the Documentation, your sole and exclusive remedy is, at our option, to either (a) repair or replace Overshow, or (b) terminate your licence and receive a pro-rata refund of Fees paid for the remainder of the licence term.

9. Indemnification

You agree to indemnify, defend and hold harmless us, our employees, agents and successors from any third-party claims, damages, costs and expenses (including reasonable legal fees) arising out of or related to:

• Your use of Overshow;
• Your breach of this Agreement;
• Your infringement of any third-party intellectual property, privacy or other rights;
• Your violation of any law or regulation;
• Customer Data you provide or generate using Overshow;
• Any harm caused by your Authorised Users.

10. Confidentiality

10.1 Definition

"Confidential Information" means non-public, proprietary information disclosed by one party to the other, marked as confidential or reasonably understood to be confidential, including software, algorithms, business plans, customer lists and technical data.

10.2 Obligations

Each party agrees to:

• Keep the other's Confidential Information strictly confidential;
• Use Confidential Information only for the purposes of this Agreement;
• Limit access to employees, contractors and advisers with a genuine need to know;
• Apply reasonable security measures to protect Confidential Information.

10.3 Permitted Disclosures

Confidential Information may be disclosed where required by law, regulation, court order or government agency, provided the receiving party gives reasonable notice to allow the other party to seek protective measures (where legally permitted).

11. Security and Data Protection

11.1 Our Security Measures

We implement appropriate technical and organisational measures to protect Overshow and associated systems, including:

• Encryption in transit (HTTPS/TLS);
• Access controls, authentication and authorisation;
• Regular security updates and vulnerability management;
• Incident response procedures;
• Staff confidentiality and security training.

11.2 Your Responsibility for Customer Data

You are solely responsible for:

• Securing and backing up your Customer Data;
• Implementing appropriate security controls within your own environment;
• Compliance with data protection laws in your processing of data through Overshow.

11.3 Data Protection Compliance

Both parties agree to comply with applicable data protection laws, including the UK GDPR, in their respective roles. For further detail, see our Privacy Notice.

11.4 Reporting Security Breaches

If you become aware of any unauthorised access, breach or security incident affecting Overshow or your account, please notify us immediately at hi@over.show.

12. Term and Termination

12.1 Effective Date

This Agreement becomes effective on the Effective Date and continues unless terminated in accordance with this Section 12.

12.2 Automatic Renewal

Your licence will automatically renew on a monthly or annual basis (as specified in your order) unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

12.3 Termination for Breach

Either party may terminate this Agreement immediately by notice if the other party materially breaches this Agreement and does not cure the breach within 10 business days of written notice.

12.4 Termination for Convenience

Either party may terminate this Agreement for any reason with 30 days' written notice.

12.5 Effect of Termination

Upon termination or expiry:

• Your right to use Overshow ceases immediately;
• You must immediately cease all use and delete or return all copies of Overshow;
• Sections that by their nature are intended to survive (including confidentiality, disclaimers, liability limitations, indemnification and intellectual property) shall survive;
• You remain liable for any Fees accrued through the termination date.

13. Changes to Overshow and This Agreement

13.1 Modifications to Overshow

We may modify, suspend or discontinue any feature or functionality of Overshow at any time, with reasonable notice where practicable. We will make reasonable efforts to avoid materially degrading your use of Overshow.

13.2 Changes to Terms

We may update this Agreement at any time. If we make material changes, we will provide 30 days' written notice. Your continued use of Overshow after the notice period constitutes acceptance of the updated terms. If you do not accept the changes, you may terminate this Agreement.

14. Compliance with Laws

14.1 Export Controls

Overshow may be subject to UK export controls and sanctions regulations. You agree not to access or use Overshow in violation of any export restrictions or sanctions.

14.2 Sanctions

You warrant that you are not a denied party or subject to any trade sanctions, and that you will not use Overshow in connection with any denied parties or sanctioned jurisdictions.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement is governed by and construed in accordance with the law of England and Wales, without regard to its conflicts of law principles.

15.2 Jurisdiction

Both parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for any disputes arising under this Agreement.

15.3 Dispute Resolution

Before commencing legal proceedings, both parties agree to attempt to resolve disputes through good faith negotiation. Either party may escalate to mediation if negotiation does not resolve the dispute within 30 days.

16. General Provisions

16.1 Entire Agreement

This Agreement (including our Privacy Notice and any incorporated policies) constitutes the entire agreement between you and us regarding Overshow and supersedes all prior agreements, understandings and negotiations, whether written or oral.

16.2 Amendments

No amendment or waiver of this Agreement is valid unless in writing and signed by both parties.

16.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, or if not possible, shall be severed. The remaining provisions shall continue in full force.

16.4 No Partnership

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties. Neither party has authority to bind or commit the other.

16.5 Waiver

The failure of either party to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

16.6 Notices

All notices must be in writing and delivered personally, by email, or by post to the addresses specified in your account or order. Notices take effect upon receipt.

16.7 Counterparts

This Agreement may be entered into in counterparts, each of which shall be deemed an original.

17. Contact Information

For questions, notices or support:

• Email: hi@over.show
• Address: San Digital Limited, Kendal House, Oxenholme Road, Kendal, England, LA9 7RL
• Company number: 12957488
• VAT number: GB361512914
• Data Protection Officer or Privacy Contact: office@sandigital.uk