SalesAPE.ai Terms and Conditions

Salesape; Bath; On-site; GBP 80,000 - 100,000; Full time

Job description

SOFTWARE AS A SERVICE (SAAS) AND RELATED SERVICES AGREEMENT

This Software as a Service (SaaS) and Services Contract (hereinafter referred to as the "Contract") is made and entered into by and between: 1. The person or entity identified in the Product Portal or Order Form intending to utilise the Provider's Services (defined below) for its business operations (the “Client”); and 2. AI AGENT GROUP LTD incorporated and registered in England and Wales with company number 15558569 whose registered office is at 11 Laura Place, Bath, Somerset, England BA2 4BL ("Provider" or “SalesAPE”), T/A SalesAPE.ai

Background: WHEREAS, the Provider is in the business of developing, maintaining, and providing software products and services; WHEREAS, the Client desires to utilise the Provider's Services for its business operations; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereby agree as follows:

1. DEFINITIONS

1.1 The definitions and rules of interpretation in this clause apply in this Contract.

Term — Beta Services: Features, functionalities, or services of the Platform that are made available to the Client in a preliminary version for testing and feedback purposes, which may be subject to additional terms and conditions.

• Client Data — Any information, content, or materials uploaded, submitted, or otherwise provided by the Client or its Users to the Platform during their use of the Services.
• Commencement Date — The date on which (a) this Contract is signed by both parties; or (b) the date indicated on the Order Form or a Statement of Work or on the Product Portal; or (c) the date on which the Client or an Authorised User first access the Platform (whichever is earlier).
• Confidential Information — Any non-public, proprietary, or sensitive information disclosed by one party to the other, whether orally, in writing, or through other means, including but not limited to trade secrets, business strategies, financial information, customer lists, and the terms of this Contract.
• Customer — An individual or entity that engages with the Client for the purchase or use of Products or Services offered through the Platform, including actual customers or prospects.
• Fees — The amounts payable by the Client to the Provider for the Services as outlined in the applicable Order Form or Statement of Work.
• Intellectual Property Rights — All current and future rights associated with patents, inventions, trademarks, service marks, copyrights, design rights, trade secrets, know-how, database rights, and all other forms of intellectual property, whether registered or unregistered, as recognised anywhere in the world.
• Large Language System — Integrated AI-powered platforms or services that enhance the functionality of the Platform by providing advanced natural language processing capabilities.
• Limits — Specific usage restrictions or thresholds, including but not limited to storage capacity, API calls, user count, AI tokens or other metrics, as outlined in the applicable Order Form, Statement of Work or in the Provider’s documentation.
• Materials — All content, documents, designs, graphics, and other media created or provided by either party in connection with the provision or use of Services under this Contract and in the case of the Provider, includes without limitation, any documentation related to the Services; and in the case of the Client, information and details of its brand and brand assets.
• Product Portal — Sections of the Platform where the Client can manage business-critical details such as company information, tax and banking data, and configuration of Fees, Limits and usage settings.
• Order Form — The digital or physical document specifying the agreed scope of Services, associated Fees, and other terms, signed or electronically acknowledged by both parties.
• Personnel — Employees, contractors, agents, or approved subcontractors engaged by either party to perform obligations or deliverables under this Contract.
• Platform — The cloud-based software application operated and maintained by the Provider, providing subscription-based access to Services and integrated functionalities as described in the Contract.
• Products — Goods, services, or digital offerings made available by the Client to its Customers through the Platform.
• Professional Services — Ancillary services provided by the Provider, including but not limited to training, consulting, technical support, implementation assistance, and custom development, as defined in a Statement of Work.
• SaaS Services — The SaaS application and associated functionalities described in the Provider’s Materials and provided to the Client by the Provider under the terms of this Contract, including access to the Platform, standard updates, and any standard support services.
• Services — Means together, the SaaS Services and Professional Services.
• Statement of Work — A document or other similar agreement agreed between the parties that defines the scope, deliverables, timelines, and Fees for specific Professional Services.
• Term — The agreed duration of this Contract and any renewal terms as described in this Contract and as specified in the Order Form, Statement of Work, on the Product Portal or in any other contractual documentation.
• User or Authorised User — Individuals or entities authorized by the Client to access and use the Services in accordance with this Contract, including employees, agents, contractors, and end-users.
• Viruses — Malicious software, code, or programs that can disrupt, damage, or gain unauthorized access to data, systems, or Services or Platform.

1.2 Where the words include(s), including or in particular are used in this Contract, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

2. PROVISION OF SERVICES

2.1 Subject to the Client’s compliance with this Contract, the Provider shall make the SaaS Services available to the Client during the Term for Customer’s internal business use in accordance with the agreed Limits on the applicable Order Form or Product Portal.

2.2 The Provider shall provide the Client with any updates, upgrades, or enhancements to the SaaS Services that are made generally available to the Provider's customers at no additional charge, subject to any applicable terms and conditions and the provisions of this Contract.

3. CLIENT RESPONSIBILITIES

3.1 Only Authorised Users are permitted to access and use the Services. The Client shall be responsible for maintaining the confidentiality of any login credentials provided by the Provider and shall promptly notify the Provider of any unauthorised access or use.

3.2 The Client shall be solely responsible for: (a) ensuring Authorised Users' and its Personnel’s compliance with this Contract, any Order Forms or Statements of Work issued hereunder, and any activities that occur as a result of Authorised Users' access to the Services; (b) the accuracy and quality of Client Data, the means by which the Client acquired Client Data, and obtaining appropriate usage rights with respect to Client Data; (c) maintaining the confidentiality of Client usernames, passwords, and other account information or access credentials; and (d) ensuring Authorised Users use the Services only in accordance with the Provider’s instructions and the Provider’s Materials.

3.3 The Client shall be responsible for obtaining and maintaining all necessary hardware, software, and internet connectivity required to access and use the Services.

3.4 The Client must not, and must ensure that others do not: (a) use the Services to store or transmit any infringing, harmful, abusive, or illegal material, including Viruses, that breach third-party rights; (b) use the Services to send unsolicited communications, promotions, or advertisements in breach of e-privacy laws; (c) make the Services available to anyone other than the Client or Authorised Users; (d) engage in selling, reselling, licensing, sublicensing, distributing, renting, or leasing the Services; (e) frame or mirror any part of the Services unless permitted by the Provider; (f) utilise any automated methods to bypass, access, use, or integrate with the Services or its contents, including other user account information; (g) reverse engineer, copy, or modify any software included in the Services; (h) access or use the Services or any Services output to develop or benchmark a competing product or service, or to exploit for competitive purposes; (i) exploit the Provider's Intellectual Property Rights through the Services, unless specifically permitted under law, this Contract, an Order, a Statement of Work, or in the Provider’s Materials; (j) use or allow access to the Services in a way that seeks to circumvent the Limits; (k) use the Services in any manner that disrupts or compromises their integrity or performance, as well as any third-party data therein; or (l) use the Services in breach of any applicable laws.

3.5 The Client shall: (a) co-operate with Provider in all matters relating to the Products; (b) prepare its premises for the supply of the Products; and (c) comply with all applicable laws, including consumer, health and safety laws in respect of the creation, supply and commercialisation of its Products.

4. PAYMENT AND TERM

4.1 In consideration of the Services provided, the Client shall pay the Provider the Fees set forth in the Order Form or Product Portal or Statement of Work (as applicable).

4.2 Payments shall be made in accordance with the payment terms specified in the Order Form or Product Portal or Statements of Work (as applicable). The Client shall be responsible for any taxes, duties, or other charges imposed by any government authority in connection with this Contract, excluding taxes based on the Provider's net income.

4.3 Where relevant Provider shall issue (via the Product Portal) a self-billed invoice in respect of: (a) any Products sold by the Client to the Customers during the relevant billing period; and (b) any applicable sales revenue share. Each invoice shall include the Client name, bill-to and ship-to address and any relevant tax registration number.

4.4 The Client agrees to accept each invoice and not to raise its own invoices or purchase orders for transactions covered by this Contract.

4.5 For the same billing period, the Provider shall invoice the Client the Fees due for the period in addition to: (a) Payment processing fee as detailed in the Product Portal; (b) Any third party fees charged to Provider to enable the Customer to access the Product, including but not limited to booking API fees and Platform fees where the Client does not licence independently.

4.7 The Client agrees to pay the Fees, payment processing fees and any third party fees and any Overages due within 30 days of the invoice. Failure to pay on time will result in an interest rate of 5% per month applied to the outstanding invoices as well as the Provider withholding any payments due to the Client.

4.8 The Provider may suspend the Services in the event of any late payment or non-payment, subject to prior written notice to the Client. Without limiting its other rights and remedies, any suspension may be lifted once all Fees are paid in full. The Provider is not obligated to continue providing Services without the payment of applicable Fees.

4.9 The Term of this Contract is set by Commencement Date and the renewal date specified in the Product Portal and rolls over into 12 month durations unless termination notice is given in accordance to the termination clause below.

4.10 The Client shall review Customer’s use of the Services for the purpose of providing Services and verifying Customer’s compliance with this Contract and any agreed Limits. The Client shall reasonably cooperate with and assist the Provider in such review and verification of the Client’s Limits. The Provider may invoice the Client, and the Client shall pay, for any usage of the Services that exceeds the Limits (“Overages”). Overages will be invoiced at the Provider’s standard rates (without discount) at the time of invoicing.

4.11 Beginning on the 12th month after the Commencement Date as detailed in the Product Portal, and on each succeeding equivalent periods during the term of this Contract, the Fees shall be increased by an amount equal to the percentage increase in UK CPI in the previous twelve (12) month period or 5% whichever is higher.

5. PROFESSIONAL SERVICES

5.1 From time to time during the Term of this Contract, the Client may request that the Provider perform additional development work or provide Professional Services related to the SaaS Services. The scope, schedule, fees, and any specific terms and conditions applicable to such Professional Services shall be mutually agreed upon by the parties in writing in the form of a Statement of Work. For the avoidance of doubt, the Provider may, at its sole discretion, refuse to provide such additional development work or provide Professional Services.

5.2 The Provider shall perform the Professional Services in a professional and workmanlike manner, in accordance with industry standards and any specifications or requirements set forth in the applicable Statement of Work.

5.3 Without prejudice to Article 8, all Intellectual Property Rights, including but not limited to, copyrights, patents, trademarks, and trade secrets, arising out of or in connection with the Professional Services (excluding any Client Data or Client Confidential Information) (collectively, "Work Product") shall be owned exclusively by the Provider. The Client hereby accepts that Professional Services do not constitute a ‘work made for hire’ and assigns to Provider all right, title, and interest in and to such Work Product, including all Intellectual Property Rights therein, without the necessity of any further consideration.

5.4 The Provider shall have the right to use any general knowledge, skills, experience, and know-how developed or acquired by the Provider in the course of performing the Professional Services.

6. SERVICE LEVEL AGREEMENT

6.1 Uptime and availability: The Provider shall use commercially reasonable efforts to ensure that the SaaS Services and Platform are available and accessible to the client 24 hours a day, 7 days a week, with an uptime of at least 95% per calendar month, excluding any scheduled maintenance, as set out in Article 6.2 below.

6.2 Maintenance and Updates: The Provider shall perform routine maintenance and updates to the SaaS Services covered by this Contract as it deems necessary to ensure continued operation and performance. Such maintenance and updates shall be performed during scheduled maintenance windows, which shall be communicated to the Client at least 7 business days in advance. Routine maintenance windows shall not exceed 4 hours per month.

6.3 The Client acknowledges and agrees that the Provider relies on third-party providers for critical infrastructure and functionality of the Services, including but not limited to AWS or SendGrid. The Provider shall use commercially reasonable efforts to ensure that these services are maintained in accordance with industry standards but does not guarantee uninterrupted access or availability, subject to outages or disruptions beyond the Provider's control, without prejudice to the Provider’s obligations under the DPA.

6.4 SLA Claims: If the Provider does not meet the SaaS Services and Platform availability as defined in Article 6.1 above in any individual calendar month, the Client may notify the Provider support via a support ticket within five (5) business days of a failure by the Provider to achieve the SaaS Services and Platform availability, including any other relevant details concerning the incident (“SLA Claim”). The Provider will promptly investigate and make a good faith, reasonable determination, based on the information available, as to the validity of the SLA Claim. Failure to timely notify the Provider will forfeit the Client’s right to receive a service credit, as further defined in Articles 6.5 below.

6.5 Service Credits: Upon the Provider’s validation of the SLA Claim, the Provider will apply a service credit on the Client’s next invoice, calculated in accordance with the chart below. If the Services (or any portion thereof) are discontinued for any reason, the service credit will be in the form of a pro rata rebate at the end of the applicable subscription period. The aggregate maximum number of service credits to be issued to the Client for any and all SLA Claims that occur in a calendar month will not exceed fifteen (15) days of service credit.

Uptime Availability

Days of Service Credit

between 94.99% and 93% 3

between 92.99% and 90% 7

below 90% 15

6.6 Exclusions. The Client will not have any remedies under this Article 6 to the extent any SLA Claim is due to: (a) the Client’s use of the Services outside the permitted scope described in the Agreement; (b) any period of unavailability lasting less than ten (10) minutes; (c) Force Majeure Events or other factors outside of the Provider’s reasonable control; (d) malfunction of equipment, systems, software, network connections, or other infrastructure not owned or operated by the Provider; or (e) scheduled maintenance, as described in Article 6.2.

6.7 Exclusive Remedy: Except for gross negligence or willful misconduct by the Provider, the remedies set forth herein represent the Client’s sole and exclusive remedy for breach of the SaaS Services and Platform availability described herein.

7. TRIALS; BETA SERVICES; THIRD PARTY SERVICES

7.1 The Provider may make Beta Services to the Client, which the Client may choose to participate in at its sole discretion. Where the Client participates in Beta Services, it must adhere to any additional restrictions set by the Provider.

7.2 Beta Services are intended solely for assessment purposes and are subject to the Client’s responsibilities under Article 3 of this Contract. Unless otherwise noted, the Client's access to a Beta Service will terminate either when the service is commercially launched or when the Provider decides to withdraw it. The Provider retains the right to alter or cease Beta Services at any time without liability, and may choose not to release them commercially.

7.3 Beta Services are separate from the regular Services and are provided "as is." Any warranties or commitments the Provider offers for other Services do not apply to Beta Services. The Provider will not have any liability for damages or issues arising from Beta Services.

7.4 Additionally, the Client may decide to integrate the Services with third-party platforms, products, or services, including those available via the Provider's API or via the Platform (“Third-Party Services”). These Third-Party Services are not part of the Provider’s Services. The Client's use of Third-Party Services will be subject to the terms of the respective third-party provider to which the Provider is not a party. Using Third-Party Services may require the Third-Party Application to access Client Data. By choosing to use Third-Party Services, the Client authorises the Provider to enable such access. The Provider does not guarantee any aspect of Third-Party Services, their compatibility with the Services, or their ongoing availability.

7.5 The Provider may offer a proof of concept (“POC” or “POCs”) to the Customer at its discretion, with the understanding that they can be terminated or retracted at any time without notice. POCs are subject to the Client’s responsibilities under Article 2 of this Contract. However, POCs are not considered part of the Services and are provided "as is." Any warranties or commitments the Provider offers for other Services do not apply to POCs. The Provider will not have any liability for damages or issues arising from POCs.

7.6 The Client acknowledges and agrees that the Services may incorporate the use of third-party artificial intelligence technologies or third-party Large Language Systems, including but not limited to the OpenAI API ("AI"). Both parties agree to adhere to the OpenAI API data usage policy, available at OpenAI API Data Usage Policies. The Client understands that AI is inherently complex and may not always produce accurate, complete, or reliable results. The Provider does not make any representations or warranties regarding the accuracy, completeness, or reliability of any results or outputs generated through the use of AI within the Services. The Client agrees to use AI at its own risk. Subject to its obligations under the DPA, the Provider shall not be liable for any loss or damage arising from the Client's use of AI provided within the Services, including but not limited to any decisions or actions taken by the Client based on outputs or insights derived from such technologies. The Client is responsible for independently verifying any outputs or insights generated by AI before relying on them for business decisions or other purposes. The Provider disclaims any responsibility for the consequences of the Client's use of AI within the Services or otherwise, including any inaccuracies or errors in outputs generated by such technologies.

8. OWNERSHIP; INTELLECTUAL PROPERTY

8.1 The Provider retains all rights, titles, and interests in and to the Services and any associated intellectual property, including, but not limited to, copyrights, patents, trademarks, and trade secrets. All of the Provider's Intellectual Property Rights, including those pertaining to the Services, Beta Services, free services, Provider’s Materials, Aggregated Data, Work Product and the Provider's Confidential Information, shall remain solely owned by the Provider.

8.2 Ownership of all updates, derivatives, modifications, new functionalities, enhancements, and customisations related to the Services, created by or on behalf of the Provider, as well as any recommendations, suggestions, proposals, ideas, improvements, or other feedback, and any output generated through the use of the Services by the Client or its Users or any Customer interactions (inclusive of any associated Intellectual Property Rights), shall immediately vest in the Provider upon creation or communication to the Provider, as applicable.

8.3 The Client is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for its internal business purposes, in accordance with the terms of this Contract.

8.4 All Client Data and Client Confidential Information shall remain exclusively owned by the Client.

8.5 The Client grants the Provider permission to use the Client’s Materials during the Term of this Contract for the purpose of promoting the business, location, and the Products on the Platform. The Client warrants that the receipt and use of the Client’s Materials by the Provider will not infringe any third party's rights, including Intellectual Property Rights. The Client further grants the Provider the right and licence to process and use Customer Data for the purposes of: (a) providing, maintaining, securing, analysing, and updating the Services; and (b) collecting and compiling data, insights, and information in an aggregated form that does not identify the Client, its Authorised Users, or any Customer (“Aggregated Data”). The Client warrants that the receipt and utilisation of Client’s Materials and Customer Data by the Provider as stipulated herein will not infringe upon the rights, including any Intellectual Property Rights, of any third party.

9. PROCESSING PERSONAL DATA

9.1 The processing of personal data under this Contract shall be governed by the Data Processing Agreement ("DPA") attached hereto as Appendix A. The DPA sets forth the terms and conditions under which the Provider shall process personal data on behalf of the Client, including the purposes, scope, and duration of the processing.

9.2 The Client and the Provider agree to comply with all applicable data protection laws and regulations concerning the processing of personal data, as specified in the DPA.

10. WARRANTIES AND DISCLAIMERS

10.1 Each party represents and warrants that it has the necessary rights to enter into this Contract and has the legal power to do so.

10.2 The Provider warrants that it will not materially reduce the key functionality of the SaaS Services during the current Term and that it will perform any Professional Services in a diligent and professional manner.

10.3 The Client’s sole remedy for a breach of Article 10.2 will be, at the discretion of the Provider either (i) the correction of the deficient portion of the Services that caused the breach of warranty, or (ii) the provision of a workaround with similar functionality. If the Provider, as determined in its reasonable discretion, cannot achieve (a) or (b) within a reasonable timeframe, then the Provider may terminate the deficient portion of the Services and where applicable, refund any prepaid Fees to the Client for the terminated part of the Services, backdated to notice of the breach of warranty.

10.4 Except as expressly provided in this Contract, the Provider disclaims all warranties, express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law. The Provider does not warrant that the Services will be error-free or uninterrupted, or will meet the Client’s requirements or expectations.

11. INDEMNITIES

11.1 The Client shall defend any allegations, claims, or regulatory actions initiated by a third party against the Provider, to the extent that such claims are related to Client Data, Client’s Materials, or Third-Party Services or Professional Services created by or for the Client. If a third party alleges or files such a claim against the Provider, the Client must cover all damages and losses incurred by the Provider, including settlement costs.

11.2 The Provider agrees to defend any claim made against the Client by a third party, provided the claim states that the Client’s usage of the Services infringes a valid and enforceable third-party patent, copyright, or trademark. In such cases, the Provider will cover all damages awarded against the Client or settlement.

11.3 If a claim arises, the Provider may, at its sole discretion: (i) secure for the Client the right to continue using the Services; (ii) modify the Services to make them non-infringing; (iii) replace the infringing aspects with a non-infringing alternative; or (iv) terminate the affected portion of the Services and reimburse prepaid fees for the remaining Term.

11.4 The Provider’s defence and indemnity responsibilities described in Article 11.2 are not applicable in certain cases, including modifications not made by the Provider, use with non‑Provider software, Third-Party Services, Beta Services, or Client non-compliant use.

11.5 The defence and indemnity obligations require prompt notification, sole control over defence and settlement, and necessary information and assistance. The indemnified party may participate at its own expense.

11.6 The indemnities in this Article 11 represent the full liability and sole remedy for third-party claims described herein.

12. LIMITATIONS OF LIABILITY

12.1 To the fullest extent permitted by law, neither party shall be liable for indirect or consequential damages.

12.2 The total liability shall not exceed the fees paid in the twelve months preceding the event.

12.3 These limitations are fundamental to the contract.

12.4 Claims must be brought within one year of arising, otherwise waived.

12.5 For Beta or free services, liability is limited to GBP 100 where not zero under law.

12.6 Nothing limits or excludes liability for: death or personal injury caused by negligence, fraud, or other non-excludable liabilities, or Provider’s indemnities under Article 11 or Client’s obligations under Article 3.

13. CONFIDENTIALITY

13.1 Each party agrees to keep Confidential Information confidential for five years after termination.

13.2 Disclosure is allowed to Personnel, officers, representatives or advisors necessary for duties, or when required by law with notice to the other party.

13.3 The receiving party shall protect confidentiality with reasonable measures and use for purposes of fulfilling obligations under this Contract.

14. TERMINATION AND SUSPENSION

14.1 The Contract starts on the Commencement Date and continues for an initial 12-month Term, auto-renewing for 12-month periods unless either party gives 90 days notice of non-renewal.

14.2 The Provider may suspend access for breach, with reasonable notice by email where possible.

14.3 Either party may terminate for material breach not cured within 30 days or immediately for insolvency.

14.4 Upon termination: access ceases; outstanding fees are due; Confidential Information is returned or destroyed; Provider may delete Client Data on request subject to retention requirements.

14.5 Accrued rights and surviving clauses remain in effect after termination.

15. FORCE MAJEURE

15.1 Neither party is liable for delays due to Force Majeure events, with prompt notice and mitigation efforts.

16. SALES TAX

All sums are exclusive of sales tax (VAT); the paying party shall pay any applicable tax on delivery of a tax invoice.

17. GENERAL PROVISIONS

17.1 Non-waiver; rights may be exercised or delayed without waiver.

17.2 If any provision is invalid or unenforceable, it shall be deemed deleted to the extent required.

17.3 No reliance on non-contract statements; remedies are for breach of contract.

17.4 Assignment: Client needs Provider consent; Provider may assign or sub-contract.

17.5 No partnership or agency created; each party acts on its own behalf.

17.6 No third-party enforcement rights except as permitted.

17.7 Notices in English by email to addresses on the Platform; service of process not covered here.

17.8 This Contract, together with Orders and Statements of Work, constitutes the entire agreement and supersedes prior communications.

17.9 Provider may modify terms with reasonable notice; continued use signifies acceptance.

17.10 Precedence: DPA > Order Form > Statement of Work > Contract. Amendments prevail over documents they amend.

18. DISPUTE RESOLUTION, GOVERNING LAW AND VENUE

18.1 The governing law and venue depend on the Client’s domicile. For Client domiciled in the United States, governing law and venue are specified accordingly; otherwise England and Wales applies.

18.2 Parties shall attempt to resolve disputes by good faith dialogue within 21 days of request.

18.3 Any dispute shall be settled by ICC arbitration, held virtually with a sole arbitrator, seated where the Contract governs, and the arbitrator’s decision is final and binding.

18.4 The Provider may initiate court claims for fixed monetary amounts notwithstanding arbitration.

18.5 Arbitration proceedings are confidential, except as necessary to enforce the award.

18.6 Interim or injunctive relief may be sought in court to protect rights pending arbitration, which survives termination and modification.