Terms & conditions

1. Introduction

1.1 This Software as a Service Subscription Agreement ("Agreement") is made between the

SaaS provider ("Provider"), and the subscribing entity ("Customer"), each a "Party" and collectively,

the "Parties."

1.2 This Agreement governs Customer’s access to and use of the Provider’s proprietary cloudbased software and services ("Services"). By accessing or using the Services, Customer agrees to

be legally bound by this Agreement.

2. Definitions

2.1 ”Affiliate": Any entity that controls, is controlled by, or is under common control with a Party.

2.2 ”Customer Data": All data, content, or materials input or uploaded by Customer or Users

into the Services.

2.3 ”Confidential Information": Any non-public, proprietary, or sensitive information disclosed

under this Agreement.

2.4 ”Documentation": The current technical and user documentation provided by Provider for

the Services.

2.5 ”Effective Date": The date this Agreement is accepted or signed by Customer.

2.6 ”Intellectual Property Rights": All patents, trademarks, copyrights, trade secrets, and other

proprietary rights.

2.7 ”Subscription Term": The initial term plus any renewal periods, as defined in the applicable

order form.

2.8 ”User": An individual authorised by Customer to use the Services on its behalf.

3. Licence Grant

3.1 Subject to timely payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable right to permit its Users to access and use the Services during the Subscription Term solely for Customer’s internal business operations.

3.2 All rights not expressly granted to Customer are reserved by Provider. Customer shall not

(i) sublicense, resell, or assign the Services, (ii) reverse engineer, copy, or create derivative works,

or (iii) interfere with the integrity or performance of the Services.

4. Fees and Payment

4.1 Fees are payable in accordance with the applicable order form. All amounts exclude VAT

and other applicable taxes.

4.2 Late payments may incur interest at 4% above the Bank of England base rate. Provider

may suspend access for unpaid amounts more than 14 days overdue.

5. Availability, Support and Maintenance

5.1 Provider shall use commercially reasonable efforts to ensure that the Services are available

99.9% of the time each calendar month, excluding scheduled maintenance, emergency outages,

or Force Majeure events.

5.2 Standard support includes email-based technical assistance during Business Hours. Provider reserves the right to schedule updates and maintenance outside Business Hours.

6. Suspension Rights

6.1 Provider may suspend Customer’s access to the Services with or without notice if: (i) required by law; (ii) Customer breaches this Agreement; (iii) use of the Services poses a risk to the

Provider or others.

6.2 Suspension shall not relieve Customer from payment obligations. Provider shall use reasonable efforts to limit suspension duration.

7. Data Protection and Security

7.1 Each Party shall comply with applicable data protection laws, including the UK GDPR.

7.2 Provider shall only process Customer Data in accordance with documented instructions.

7.3 Customer represents it has obtained all necessary rights and consents to input and process

Customer Data.

7.4 Provider implements industry-standard security measures. In the event of a personal data

breach, Provider shall notify Customer without undue delay.

7.5 Provider may use subprocessors subject to appropriate contractual safeguards and will

maintain an updated list of subprocessors on request.

7.6 Upon termination, Provider shall delete or return Customer Data in accordance with its data

retention policies and as instructed by Customer.

8. Confidentiality

8.1 Each Party agrees to protect the other’s Confidential Information with the same care as it

protects its own confidential data, and not less than reasonable care.

8.2 Disclosure is permitted only to employees, contractors, or legal advisers under equivalent

obligations.

8.3 These obligations survive for five (5) years following termination.

9. Intellectual Property Rights

9.1 Provider retains all right, title, and interest in and to the Services, Documentation, and all

associated Intellectual Property Rights.

9.2 Customer retains all rights in Customer Data. No rights are granted other than as expressly

set forth in this Agreement.

10. Warranties and Disclaimers

10.1 Each Party warrants it has the power and authority to enter into this Agreement.

10.2 The Services are provided "as is" and Provider disclaims all implied warranties including

merchantability, fitness for a particular purpose, and non-infringement.

10.3 Provider does not guarantee that the Services will be uninterrupted or error-free.

11. Audit Rights

11.1 Provider may, upon 10 business days’ notice, audit Customer’s use of the Services to verify

compliance. Customer shall cooperate and provide reasonable access to relevant records.

11.2 Audits shall not unreasonably interfere with Customer’s operations and shall be conducted

no more than once per year unless non-compliance is suspected.

12. Indemnity

12.1 Customer shall indemnify, defend, and hold harmless Provider from all losses, liabilities,

and claims arising out of: (i) Customer’s use of the Services; (ii) breach of this Agreement; or (iii)

violation of applicable laws.

12.2 Provider shall indemnify Customer for claims that the Services infringe any UK intellectual

property rights, subject to timely notice and full control over the defence.

13. Limitation of Liability

13.1 Neither Party shall be liable for any loss of profits, business interruption, or indirect or consequential damages.

13.2 Provider’s total aggregate liability shall be limited to the total fees paid by Customer in the

twelve (12) months preceding the event giving rise to the claim.

14. Term and Termination

14.1 This Agreement shall continue for the Subscription Term unless earlier terminated as permitted herein.

14.2 Either Party may terminate with immediate effect upon material breach not cured within 30

days of written notice.

14.3 Upon termination, Customer shall cease using the Services. Data will be retained for 30

days for export upon written request.

15. Export Control and Compliance

15.1 Customer agrees to comply with applicable export and sanctions laws and shall not permit

access or use of the Services in violation of such laws, including in embargoed countries or by restricted parties.

16. Subcontracting and Insurance

16.1Provider may use subcontractors to perform obligations under this Agreement provided they

are bound by equivalent confidentiality and data protection terms.

16.2 Provider represents that it maintains adequate insurance coverage, including professional

indemnity and cyber liability insurance.

17. Anti-Bribery and Ethics

17.1 Each Party shall comply with applicable anti-bribery, anti-corruption, and modern slavery

laws, including the UK Bribery Act 2010.

17.2 No Party shall offer or accept bribes or unethical inducements in connection with this

Agreement.

18. Force Majeure

18.1 Neither Party shall be liable for delays or failure to perform due to causes beyond its reasonable control, including natural disasters, pandemics, strikes, cyberattacks, or government action.

18.2 The affected Party shall use reasonable efforts to mitigate the effect and resume performance.

19. Notices

19.1 All notices under this Agreement shall be in writing and sent to the addresses set forth in

the order form or the registered business address, or by email with confirmation of receipt.

20. Entire Agreement and Survival

20.1 This Agreement constitutes the entire understanding between the Parties and supersedes

all prior agreements and representations.

20.2 Provisions relating to confidentiality, intellectual property, data protection, indemnity, and

limitation of liability shall survive termination.

21. Governing Law and Jurisdiction

21.1 This Agreement is governed by the laws of England and Wales. The courts of England and

Wales shall have exclusive jurisdiction over any disputes.

22. Special Terms for Lifetime Access

22.1 Lifetime access is granted as a one-time purchase and provides ongoing access to the

core Services without recurring subscription fees. This offer is limited to specific promotional periods and may not be available to all Customers.

22.2 The Lifetime offer does not include any monthly recurring credits or allowances (including,

but not limited to, SMS or email credits), which are available only under standard paid subscription

tiers. Lifetime users may be offered the option to purchase such credits separately.

22.3 Due to the nature of digital content and the immediate access provided upon purchase, no

refunds shall be issued for Lifetime purchases once access to the Services has been granted.

23. Digital Product Refunds and Cooling-Off Period

23.1 This Agreement is entered into on a business-to-business (B2B) basis. The Customer confirms that they are entering into this Agreement wholly or mainly for the purposes of their trade,

business, craft, or profession. Accordingly, statutory consumer cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply.

23.2 If the Customer is deemed to be a consumer or micro-business under applicable law, the

Customer expressly agrees that by receiving immediate access to the Services, any applicable 14-

day cooling-off period is waived in accordance with Regulation 37 of the 2013 Regulations.

23.3 No refunds shall be provided once the Customer has accessed the Services. Refund requests submitted prior to access may be considered at the Provider’s sole discretion.

24. Subscription Cancellation and Notice Period

24.1 The Customer may terminate their subscription by giving not less than thirty (30) days’ written notice prior to the end of the current Subscription Term or billing cycle. Termination notice must

be served to the Provider’s designated contact email or address.

24.2 Termination shall take effect at the end of the applicable billing cycle in which the notice

period expires. The Customer shall remain liable for all fees up to and including the termination

effective date. No refunds will be provided for unused portions of the Subscription Term unless

otherwise stated.

24.3 Where the Customer is on a monthly rolling subscription, the minimum notice period is

thirty (30) days. Notice served after a monthly billing cycle has commenced shall take effect at the

end of the subsequent billing cycle.

24.4 The Customer shall retain access to the Services during the notice period, unless otherwise

agreed in writing. Upon the expiry of the Subscription Term, access to the Services shall cease.

24.5 It is the Customer’s responsibility to export any Customer Data prior to termination. The

Provider shall not be obliged to retain Customer Data beyond the termination date unless required

to do so by law or as otherwise set out in this Agreement.

25. Non-Payment and Account Suspension

25.1 In the event of a failed payment, the Customer shall be notified and provided with a grace

period of seven (14) calendar days to remedy the payment failure. During this period, the Services

will remain accessible.

25.2 If payment remains outstanding beyond the seven (14) day grace period, the Provider reserves the right to suspend access to the Services until all overdue amounts are paid in full.

25.3 Following any such suspension, the Provider shall retain the Customer’s data for a further

fourteen (14) days to allow the Customer to download or export their data. After this period, the

Provider may delete the Customer’s data in accordance with its data retention policy..

26. No Reliance

26.1 Each Party acknowledges that it has not relied upon any representation, warranty, statement, or understanding that is not expressly set out in this Agreement. This Agreement constitutes

the entire agreement between the Parties and supersedes all prior negotiations and communications, whether oral or written.

27. Third Party Rights

27.1 A person who is not a party to this Agreement shall not have any rights under the Contracts

(Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

28. Survival

28.1 Any provision of this Agreement that expressly or by its nature is intended to survive termination or expiry shall remain in full force and effect, including but not limited to clauses relating

to confidentiality, data protection, intellectual property, limitation of liability, indemnity, and governing law.