Software as a Service Agreement
Date: [Contract Signature Date]
This Agreement is made between:
(1) Health Automated Ltd (Company No. 15626815) of 106 C/O Andrew Smith Bookkeeping Services Limited, Kingsley House, 106 Milton Street, Northampton, Northamptonshire, United Kingdom, NN2 7JF ("Supplier"); and
(2) [Customer Legal Name] (Company/Sole Trader No: [●]) of [Registered Address] ("Customer").
1. DEFINITIONS AND INTERPRETATION
1.1 "Agreement" means this SaaS Agreement together with the Order Form and any schedules.
1.2 "Services" means the software-as-a-service platform and related services provided by the Supplier.
1.3 "Fees" means all charges payable under this Agreement.
1.4 "Initial Term" means the period specified in the Order Form.
2. TERM AND COMMITMENT
2.1 This Agreement is legally binding from the Contract Signature Date.
2.2 The Customer commits to the Initial Term, which is non-cancellable and binding.
2.3 The Agreement shall automatically renew for successive 12-month periods unless terminated with not less than 90 days' written notice prior to the end of the current term.
2.4 The Customer shall have no right to terminate for convenience after expiry of the Cooling-Off Period.
2.5 Termination is strictly limited to: (a) material breach by the Supplier not remedied within 30 days; or (b) insolvency.
2.6 Commercial dissatisfaction, non-use, or change in business circumstances shall not constitute grounds for termination.
2.7 Where termination occurs for any reason other than Supplier breach, all remaining Fees for the contracted term become immediately due and payable.
3. COOLING-OFF PERIOD
3.1 A strict 28-day Cooling-Off Period applies from signature.
3.2 This is conditional upon payment of the first month in advance.
3.3 The Customer remains liable for all costs incurred including onboarding, migration, and professional services.
3.4 The Cooling-Off Period cannot be extended and may only be reduced upon written request.
3.5 If payment is not received, the Cooling-Off Period shall not apply.
4. FEES AND PAYMENT
4.1 All invoices are payable within 7 days.
4.2 Interest applies from day 8 at 8% above Bank of England base rate.
4.3 Services may be suspended 72 hours after non-payment.
4.4 Two or more late payments permit the Supplier to require advance billing or terminate and accelerate all remaining Fees.
4.5 Payment obligations are absolute. No set-off or deduction is permitted.
4.6 All contracted Fees shall become immediately due upon breach or termination.
5. DIRECT DEBIT
5.1 Direct Debit is mandatory unless otherwise agreed in writing.
5.2 Bounced payments incur a £25 fee.
5.3 Cancellation incurs a £25 restoration fee.
5.4 Repeated failures permit termination and fee acceleration.
6. SERVICE LEVELS
6.1 Standard SLA includes onboarding and ticket-based support.
6.2 Enterprise SLA provides priority handling subject to separate terms.
6.3 Service levels exclude third-party failures and force majeure events.
7. THIRD-PARTY SERVICES
7.1 Services rely on third-party infrastructure including cloud providers.
7.2 The Supplier is not liable for third-party outages or failures.
7.3 Third-party contracts are separate and unmanaged by the Supplier.
8. DATA PROTECTION AND RESPONSIBILITY
8.1 The Customer is the Data Controller; the Supplier is the Data Processor.
8.2 The Customer warrants lawful processing of all data.
8.3 The Customer is fully responsible for data accuracy, compliance, outputs and decisions.
8.4 The Services are provided "as is" without guarantee of results.
8.5 The Supplier shall not be liable for data loss, corruption, cyber incidents or system outages.
8.6 The Customer must maintain backups and business continuity plans.
8.7 The Customer confirms completion of DPIA and risk assessments.
9. LIMITATION OF LIABILITY
9.1 Supplier liability is capped at the greater of 50% of Fees paid in the last 12 months or £10,000.
9.2 The Supplier shall not be liable for indirect or consequential loss, loss of profit or revenue, data loss or third-party failures.
9.3 The Customer accepts responsibility for insuring against losses.
9.4 Nothing excludes liability for death, injury, or fraud.
10. FORCE MAJEURE
10.1 The Supplier is not liable for delays or failures caused by events beyond its control.
10.2 Obligations are suspended during such events.
10.3 No refunds or service credits apply.
11. CONFIDENTIALITY AND NON-DISPARAGEMENT
11.1 The Customer shall not disclose confidential information.
11.2 The Customer shall not make negative public statements without consent unless required by law.
12. DISPUTE RESOLUTION
12.1 Disputes may be referred to arbitration (LCIA, CIArb or UNCITRAL) in London.
12.2 Costs are borne by the Customer unless otherwise decided.
13. NO BREAK CLAUSE
13.1 The Customer acknowledges there is no early termination right.
13.2 All commitments are binding for the full term.
14. DIRECTOR GUARANTEE
14.1 The Supplier may require a director guarantee based on risk.
14.2 Failure to provide may result in suspension.
15. GENERAL
15.1 This Agreement constitutes the entire agreement.
15.2 Variations must be in writing.
15.3 This Agreement is governed by the laws of England and Wales.
16. INTELLECTUAL PROPERTY RIGHTS & LICENCE
16.1 All Intellectual Property Rights in and to the Services, including all software, workflows, models, configurations, documentation, and derivatives, shall remain the exclusive property of the Supplier.
16.2 Subject to payment of all Fees, the Supplier grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for its internal business purposes during the Term.
16.3 The Customer shall not copy, modify, adapt, reverse engineer, resell, sublicense, commercially exploit, build a competing product from, or remove proprietary notices from the Services.
16.4 Any feedback, suggestions or improvements provided by the Customer may be freely used by the Supplier without restriction or compensation.
17. ACCEPTABLE USE & RESTRICTIONS
17.1 The Customer shall use the Services only in accordance with applicable laws and this Agreement.
17.2 The Customer shall not upload unlawful, harmful or infringing data, attempt unauthorised access, interfere with performance/security, or use the Services for high-risk activities without safeguards.
17.3 The Supplier reserves the right to suspend or restrict access where misuse is suspected.
18. ENFORCEMENT, AUDIT & STEP-IN RIGHTS
18.1 The Supplier may monitor usage to ensure compliance.
18.2 The Supplier may conduct audits on reasonable notice to verify licence compliance, payment accuracy and usage levels.
18.3 Where a breach is identified, the Supplier may suspend Services immediately, require remedial action, invoice additional Fees, or terminate and accelerate all remaining Fees.
18.4 The Supplier reserves step-in rights to protect its systems, including restricting access, isolating data, or disabling functionality.
19. DATA CONTROL, REMOVAL & BREACH RESPONSE
19.1 The Supplier reserves the right to suspend access to data, restrict processing, or permanently delete data where the Customer is in breach or where required for legal, security or operational reasons.
19.2 The Supplier shall not be liable for any loss arising from such actions.
19.3 The Customer remains responsible for maintaining independent backups at all times.
20. PRICE ADJUSTMENTS (RPI)
20.1 The Supplier may increase Fees by reference to the UK Retail Price Index (RPI) or any equivalent index.
20.2 Increases may be applied annually and, where reasonably justified, more frequently to reflect cost increases, infrastructure changes or regulatory requirements.
20.3 The Customer acknowledges that such increases are a fundamental condition of this Agreement and do not give rise to termination rights.
21. DATA PROCESSING AGREEMENT (SCHEDULE 1)
21.1 The Customer is Data Controller and the Supplier is Data Processor under UK GDPR.
21.2 Processing covers personal data solely for provision of the Services for the Term of the Agreement.
21.3 Processing includes hosting, storage, processing and transmission of Customer data.
21.4 Data may include personal data, special category data and business data as determined by the Customer.
21.5 The Supplier shall process data only on documented instructions, implement appropriate technical and organisational measures, ensure personnel confidentiality, assist with data subject rights requests where reasonably possible and notify personal data breaches without undue delay.
21.6 The Customer authorises use of subprocessors including cloud providers. A list shall be made available upon request.
21.7 International transfers may occur subject to appropriate safeguards.
21.8 The Customer shall ensure lawful basis for processing, obtain all necessary consents, ensure data accuracy and comply with all data protection laws.
21.9 The Customer accepts full responsibility for data and compliance. The Supplier’s liability remains subject to Clause 9.
22. STRICT LIMITATION ON TERMINATION RIGHTS
22.1 The Customer acknowledges this Agreement is a binding commercial commitment and no termination shall be permitted based on dissatisfaction, implementation delays, internal readiness issues, training concerns or buyer’s remorse.
22.2 Termination shall only be valid where a material breach by the Supplier is proven and remains unremedied after formal notice.
22.3 The burden of proof rests entirely with the Customer.
23. MINIMUM COMMITMENT & LICENSING
23.1 The Customer agrees to a minimum baseline of licences as set out in the Order Form.
23.2 The Customer shall pay for the Baseline Licences for the entire Term regardless of actual usage.
23.3 All active user accounts, including employee, contractor, and administrative accounts, shall be deemed chargeable licences.
23.4 The Customer may increase licences at any time. Reductions are only permitted down to the Baseline Licences and only where user accounts have been genuinely deactivated and no longer require access.
23.5 The Supplier reserves the right to verify licence usage and bill accordingly.
24. AUTOMATIC LICENCE UPLIFT
24.1 Where the number of active users exceeds the Baseline Licences, additional licences shall be automatically applied and invoiced.
24.2 The Supplier may periodically review usage and adjust licence counts accordingly.
24.3 Licence uplifts shall take effect immediately and be backdated where under-reporting or under-licensing is identified.
24.4 Failure to accurately declare users shall constitute a material breach.
25. LIQUIDATED DAMAGES
25.1 In the event of breach by the Customer, all outstanding Fees, all Fees for the remainder of the Term, and any additional recovery/enforcement/administrative costs shall be payable as liquidated damages and not as a penalty.
25.2 The Customer acknowledges that these amounts represent a genuine pre-estimate of loss.
25.3 Payment of liquidated damages shall be without prejudice to any other rights or remedies available to the Supplier.
26. ACCOUNT MANAGEMENT & REDUCTION RIGHTS
26.1 The Customer may reduce licences only where user accounts have been fully terminated and access permanently revoked.
26.2 Reductions shall not take effect below the Baseline Licences.
26.3 The Supplier may require evidence of account termination prior to approving reductions.
26.4 Any attempt to circumvent licensing, including shared accounts or inactive account retention, shall constitute a material breach.
DIGITAL ACCEPTANCE
This web agreement is digitally accepted during signup using the authorised signatory name, role, acceptance checkboxes, client timestamp, browser metadata and server-side audit timestamp. Manual signature lines are intentionally omitted from the web version.