AI Generated British Software as a Service (SaaS) Subscription Agreement
PDF & Word - 2026 Updated

This Agreement is made on the Effective Date between the Provider and the Customer.

In this Agreement the following expressions shall have the following meanings unless the context otherwise requires:

In this Agreement headings are included for reference only and shall not affect the interpretation of this Agreement.

In this Agreement unless the context otherwise requires words importing one gender shall include all other genders.

In this Agreement unless the context otherwise requires words importing the singular shall include the plural and vice versa.

References to clauses and schedules are to the clauses and schedules of this Agreement.

Any reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

The Provider shall make the Services available to the Customer from the Effective Date in accordance with the terms of this Agreement.

The Services consist of CloudCRM Pro, a cloud-based customer relationship management platform that enables users to manage contacts, track sales pipelines, automate workflows, collaborate in real-time, generate custom reports and analytics, and integrate with third-party applications such as email, calendars and accounting software via secure APIs. Access is provided via a web browser or mobile application.

The Provider shall provide the Services with reasonable skill and care, in accordance with good industry practice, and in compliance with all applicable laws including the Consumer Rights Act 2015 to the extent applicable.

The Provider shall maintain uptime of at least 99.9% measured monthly (excluding scheduled maintenance). If uptime falls below 99.9% in any month, the Customer shall be entitled to service credits as set out in the Service Level Agreement schedule. Persistent failure to meet the service levels may entitle the Customer to terminate this Agreement on written notice.

The Provider shall provide Support Services in accordance with the response times and service levels set out in the Service Level Agreement schedule.

The Customer's use of the Services is subject to the Acceptable Use Policy set out in the relevant schedule. The Customer shall ensure that all Permitted Users comply with the Acceptable Use Policy.

The Subscription shall commence on the Effective Date and shall continue for the Initial Term unless terminated earlier in accordance with clause 15.

Following the Initial Term, the Subscription shall automatically renew for successive Renewal Terms of twelve (12) months unless either party provides at least sixty (60) days' written notice to the other prior to the end of the then current Subscription Term to terminate.

The Customer may notify the Provider in writing at least thirty (30) days prior to the end of the then current Subscription Term that it does not wish the Subscription to auto-renew.

The Provider may increase the Fees for any Renewal Term by giving the Customer at least sixty (60) days' written notice prior to the commencement of that Renewal Term. If the Customer does not accept the increase, it may terminate the Agreement by providing written notice to the Provider prior to the commencement of the Renewal Term, such termination to be effective at the end of the then current Subscription Term. Any increase shall be fair and reasonable and in line with the Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015.

Either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within thirty (30) days of being notified in writing to do so.

Either party may terminate this Agreement with immediate effect by giving written notice to the other party in the event of the other party's insolvency, bankruptcy or similar event.

The Customer shall pay the Fees to the Provider in accordance with the Pricing Schedule. All Fees are exclusive of VAT.

The Provider shall invoice the Customer monthly in advance for the subscription Fees and any other charges. Invoices shall be sent electronically to the Customer's designated billing contact.

The Customer shall pay each invoice within thirty (30) days of the date of the invoice by bank transfer to the account nominated by the Provider in writing.

If the Customer fails to pay any sum due under this Agreement by the due date, the Provider may charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment.

The Provider may, after providing fourteen (14) days' written notice, suspend the Customer's access to the Services if any payment is more than fourteen (14) days overdue until all outstanding amounts are paid in full.

The Provider may increase the Fees in accordance with clause 3.4. The Customer shall have the right to terminate in accordance with that clause if it does not accept any such increase.

All Fees are exclusive of VAT. Where applicable, the Provider shall add VAT to its invoices at the prevailing rate. For Customers in the United Kingdom, VAT shall be charged at the standard rate on electronically supplied services.

The place of supply for VAT purposes shall be the Customer's location in accordance with HMRC guidelines for electronically supplied services.

If the Customer is located in the EU but outside the UK, the reverse charge mechanism may apply in accordance with post-Brexit VAT rules, and the Customer shall account for VAT in its own jurisdiction.

The Customer shall bear all applicable taxes, duties and other governmental charges (except for taxes based on the Provider's net income).

If the Customer is required by law to withhold any taxes from payments, it shall gross up the payment so that the Provider receives the full amount due.

The Customer shall ensure that only Permitted Users access and use the Services and that the number of Permitted Users does not exceed the limit specified in the Pricing Schedule.

The Customer shall be responsible for all activities that occur under its user accounts and shall keep all passwords and access credentials confidential and secure.

The Customer shall comply with the Acceptable Use Policy and all applicable UK laws when using the Services, including anti-bribery and anti-corruption laws under the Bribery Act 2010.

The Customer warrants that all Data provided to the Services is accurate, complete and lawful and that it has obtained all necessary consents for the Provider to process any Personal Data contained in the Data in accordance with this Agreement and the Data Processing Addendum.

The Customer shall not (and shall not permit any Permitted User to) reverse engineer, decompile, modify, adapt, translate, create derivative works from, or disassemble any part of the Services.

The Customer warrants that its use of the Services (including its Data) does not and will not infringe any third party's Intellectual Property Rights.

The Customer shall designate a contact person for notices and communications under this Agreement (details of which shall be provided to the Provider and updated from time to time).

The Customer shall cooperate fully with the Provider in relation to any audits or inspections.

The Provider shall provide the Services and the Support Services with reasonable skill and care and in accordance with the Service Level Agreement schedule, ensuring compliance with the Consumer Rights Act 2015 requirements for satisfactory quality and fitness for purpose to the extent applicable.

The Provider shall maintain uptime of at least 99.9% (excluding scheduled maintenance) and provide service credits or other remedies for failure to meet this commitment as set out in the Service Level Agreement.

The Provider shall provide Support Services with response times in accordance with the Service Level Agreement schedule during Business Hours.

The Provider shall implement and maintain appropriate technical and organisational security measures to protect the Data, aligned with ISO 27001 standards or equivalent and in compliance with the UK GDPR.

The Provider shall perform regular backups of the Data and maintain disaster recovery procedures to ensure continuity of the Services.

The Provider shall not use the Customer's Data for any purpose other than providing the Services and improving them in an anonymised and aggregated manner.

The Provider (or its licensors) owns all Intellectual Property Rights in the Services, including CloudCRM Pro and any underlying software, documentation and updates.

The Customer owns all Intellectual Property Rights in its Data.

The Provider grants to the Customer a limited, non-exclusive, non-sublicensable, non-transferable licence during the Subscription Term to permit the Permitted Users to access and use the Services solely for the Customer's internal business purposes.

Except as expressly permitted, the Customer shall not copy, modify, adapt, translate, reverse engineer, decompile or create derivative works of the Services.

The Provider shall own all Intellectual Property Rights in any improvements, modifications, derivatives or feedback relating to the Services provided by the Customer.

Each party warrants that it has all necessary rights to grant the licences and rights under this Agreement and shall indemnify the other against any third-party claims that the use of its materials infringes Intellectual Property Rights, subject to the indemnified party providing prompt notice, allowing the indemnifying party to control the defence (with reasonable counsel), and providing reasonable cooperation. The indemnity shall not apply to the extent the claim arises from the indemnified party's modifications or breach of this Agreement. In the event of an IP infringement claim against the Services, the Provider may at its option modify, replace or terminate the Services (with a pro-rata refund if terminated).

Each party shall comply with all applicable requirements of the UK GDPR, the Data Protection Act 2018 and any other data protection legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations under such legislation.

The parties acknowledge that for the purposes of the UK GDPR the Customer is the controller and the Provider is the processor in respect of any Personal Data processed under this Agreement.

The Provider shall process Personal Data only on documented instructions from the Customer (including in this Agreement and the Data Processing Addendum), unless required to do so by applicable law.

The Provider shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

The Provider shall not engage any sub-processor without the prior specific or general written authorisation of the Customer. In the case of general written authorisation, the Provider shall inform the Customer of any intended changes concerning the addition or replacement of sub-processors, giving the Customer an opportunity to object.

The Provider shall, taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligations to respond to requests for exercising the data subject's rights under the UK GDPR.

The Provider shall notify the Customer without undue delay (and in any event within 72 hours where required by law) on becoming aware of a Personal Data breach.

The Provider shall, at the choice of the Customer, delete or return all Personal Data to the Customer after the end of the provision of the Services and shall delete existing copies unless applicable law requires storage of the Personal Data.

The Provider shall make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the UK GDPR and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.

The parties agree to comply with the Data Processing Addendum which is set out in Schedule 2 and forms part of this Agreement. Any international transfers of Personal Data shall only take place if appropriate safeguards are in place in accordance with the UK GDPR.

Each party shall keep the other party's Confidential Information confidential and shall not disclose it to any person except as permitted by this clause 10 or with the prior written consent of the disclosing party. Each party shall apply at least reasonable care to protect the other's Confidential Information.

The confidentiality obligations in clause 10.1 shall not apply to information which: (a) is or becomes public knowledge other than by breach of this Agreement; (b) is received from a third party who is not under any confidentiality obligation; or (c) is independently developed without access to the disclosing party's Confidential Information.

Either party may disclose the other's Confidential Information to its employees, officers, representatives, contractors, agents or professional advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement, provided that the receiving party ensures that such persons are bound by confidentiality obligations no less onerous than those in this clause 10.

Either party may disclose the other's Confidential Information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that (to the extent permitted by law) it gives the other party reasonable prior notice of such disclosure.

The obligations in this clause 10 shall survive for a period of five (5) years from termination or expiry of this Agreement.

Upon termination or expiry of this Agreement, each party shall, at the other's option, return or destroy all Confidential Information of the other party in its possession.

Each party warrants and represents that it has full power and authority to enter into this Agreement and that this Agreement constitutes its valid and binding obligation.

Each party warrants that in performing its obligations under this Agreement it will comply with all applicable laws, including the Bribery Act 2010.

The Provider warrants that: (a) the Services will conform in all material respects with the description set out in clause 2.2 and the Service Level Agreement; (b) the Services will be free from viruses and other malicious code; and (c) the Services will not infringe any third party's Intellectual Property Rights.

Except as expressly provided in this Agreement and to the maximum extent permitted by law, the Provider disclaims all other warranties, conditions and representations (express or implied, statutory or otherwise) including any warranties of merchantability, satisfactory quality or fitness for a particular purpose. The Services are provided on an 'as is' basis.

Any claims under the warranties in this clause 11 shall be subject to the limitations of liability set out in clause 12. The exclusions and limitations in this Agreement are considered fair and reasonable for the purposes of the Unfair Contract Terms Act 1977.

Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited by law.

Subject to clause 12.1, neither party shall be liable to the other whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; or (g) any indirect, special or consequential loss.

Subject to clauses 12.1 and 12.2, each party's total aggregate liability to the other under or in connection with this Agreement shall not exceed the total Fees paid or payable by the Customer to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim.

The limitations and exclusions in this clause 12 apply to the maximum extent permitted by applicable law and are considered reasonable for the purposes of the Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015. The parties acknowledge that the Fees have been calculated on the basis of these limitations.

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) in the case of the Provider, any claim that the Services (excluding the Customer's Data) infringe a third party's Intellectual Property Rights; or (b) in the case of the Customer, any claim that the Customer's Data or its use of the Services infringes a third party's Intellectual Property Rights or breaches applicable law.

The Indemnified Party shall give the Indemnifying Party prompt written notice of any claim. The Indemnifying Party shall have the right to control the defence and settlement of the claim (provided that no settlement shall require the Indemnified Party to admit liability without its consent). The Indemnified Party shall provide reasonable cooperation at the Indemnifying Party's expense.

In relation to any claim that the Services infringe third party Intellectual Property Rights, the Provider may at its expense: (a) procure the right for the Customer to continue using the Services; (b) modify or replace the Services so that they become non-infringing; or (c) terminate the Subscription and refund any prepaid Fees on a pro-rata basis.

The indemnity obligations shall not apply to the extent that a claim arises from the Indemnified Party's breach of this Agreement or modification of the Services or Data by anyone other than the Indemnifying Party.