SalesAPE.ai Terms and Conditions

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 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) click apply for full job details