Terms & Conditions

SOFTWARE AS A SERVICE (SaaS) PRODUCT SUPPLY CONTRACT

Parties

The person or entity identified in the Operator pages or Order Form intending to use the Provider’s SaaS solution (as defined below) for its business operations (the “Client”); and
Deal Fox Ltd, a company incorporated and registered in England and Wales with company number [Your Company Number], whose registered office is at [Your Company Address] ("Provider"), trading as Deal Fox (dealfox.io).

Background

WHEREAS, the Provider specializes in developing, maintaining, and delivering AI-powered SaaS solutions to enhance sales and business automation;

WHEREAS, the Client seeks to leverage the Provider’s SaaS product to optimize its sales processes and operations;

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the Parties agree as follows:

1. Definitions

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

1.2 Where the words "include(s)," "including," or "in particular" are used in this Agreement, they shall be interpreted as "without limitation." Where the context permits, the words "other" and "otherwise" shall not limit the sense of the preceding words.

2. Provision of Services

2.1 The Provider shall provide the Client with access to the SaaS Product and related services as described in the Operator pages and initial quote.
2.2 The Provider shall use commercially reasonable efforts to ensure the availability, security, and performance of the SaaS Product, as further described in the Operator pages.
2.3 The Provider shall implement appropriate technical and organisational measures to protect the Client’s data and confidential information against unauthorized access, disclosure, alteration, or destruction, as further described in the Operator pages.
2.4 The Provider shall provide the Client with any updates, upgrades, or enhancements to the SaaS Product that are made generally available to the Provider’s customers at no additional charge, subject to any applicable terms and conditions.

3. Service Level Agreement

3.1 Uptime and Availability: The Provider shall use commercially reasonable efforts to ensure that the SaaS Product, platform, and system 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.
3.2 Maintenance and Updates: Routine maintenance and updates shall be performed during scheduled maintenance windows, communicated to the Client at least 7 business days in advance. Maintenance windows shall not exceed 4 hours per month.

4. Client Responsibilities

4.1 The Client shall provide the Provider with accurate and complete information necessary for the provision of the services, including any required technical specifications or system requirements.
4.2 The Client shall ensure its users comply with all applicable laws, regulations, and terms of this Contract.
4.3 The Client shall maintain the confidentiality of any login credentials and notify the Provider of any unauthorized access.
4.4 The Client shall obtain and maintain all necessary hardware, software, and internet connectivity required to access the SaaS Product.
4.5 The Client shall not: (a) modify, reverse engineer, decompile, or disassemble the SaaS Product; (b) sublicense, rent, lease, or distribute the SaaS Product to any third party; (c) use the SaaS Product for any purpose other than internal business operations; or (d) use the SaaS Product in a manner that violates any applicable laws or regulations.

5. Payment & Term

5.1 The Client shall pay the Provider the fees set forth in the Order Form or Operator Pages.
5.2 Payments shall be made in accordance with the payment terms specified. The Client shall be responsible for any applicable taxes, excluding those based on the Provider’s net income.
5.3 The Provider shall issue invoices for any fees due, including payment processing fees and third-party fees.
5.4 The Client agrees to pay all fees within 30 days of the invoice date. Failure to pay on time may result in service suspension, interest charges of 5% per month on outstanding invoices, and withholding of payments due to the Client.
5.5 This Agreement shall automatically renew for successive 12-month periods unless terminated as per the Termination Clause.

6. Intellectual Property

6.1 The Provider retains all rights, title, and interest in and to the SaaS Product, including all associated intellectual property rights.
6.2 The Client is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the SaaS Product solely for its internal business purposes.
6.3 The Client grants the Provider permission to use anonymized data for statistical analysis, product development, and content improvement.

7. Data Protection

7.1 Both Parties shall comply with Data Protection Legislation concerning any Shared Personal Data.
7.2 The Client consents to the Provider processing customer data, directly or via third parties, for service delivery.

8. Confidentiality

8.1 Each Party agrees to keep confidential any proprietary or sensitive information received from the other Party.
8.2 This obligation shall survive for two years after the termination of this Contract.

9. Termination

9.1 Either Party may terminate this Contract with 90 days’ prior written notice before the end of the current term.
9.2 The Provider may terminate the Contract immediately if the Client breaches any material obligations, fails to pay fees, or undergoes insolvency.
9.3 Upon termination, the Client shall cease all use of the SaaS Product, pay all outstanding fees, and return or delete confidential information as directed.

10. Limitation of Liability

10.1 Neither Party shall be liable for any indirect, incidental, consequential, or special damages.
10.2 The Provider’s total liability shall not exceed the total amount paid by the Client in the 12 months preceding the claim.

11. Governing Law & Dispute Resolution

11.1 This Contract shall be governed by and construed in accordance with the laws of England and Wales.
11.2 Any disputes shall first be resolved through good-faith negotiations. If unresolved, disputes shall be settled through arbitration as per the rules of the International Chamber of Commerce, held virtually in English.

12. Miscellaneous

12.1 This Contract constitutes the entire agreement between the Parties and supersedes any prior agreements.
12.2 No modification shall be valid unless in writing and signed by both Parties.
12.3 If any provision is found invalid, the remaining provisions shall remain in effect.
12.4 Neither Party may assign this Contract without the prior written consent of the other Party.
12.5 Notices shall be delivered via email to the registered addresses.