Terms & Conditions
Software as a Service (SaaS) and Related Services Agreement
Last updated: March 2026
This Software as a Service (SaaS) and Services Contract (hereinafter referred to as the "Contract") is made and entered into by and between:
Parties
1. The person or entity identified in the Product Portal, Order Form or at On Boarding Form intending to utilise the Provider's Services (defined below) for its business operations (the "Client"); and
2. SUPPORT HIVE AI LTD incorporated and registered in England and Wales (the "Provider").
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 or personal 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 | Definition |
|---|---|
| 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 Contract, 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, On Boarding 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. |
| 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.
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; (b) the accuracy and quality of Client Data and obtaining appropriate usage rights; (c) maintaining the confidentiality of Client usernames, passwords, and other account information; and (d) ensuring Authorised Users use the Services only in accordance with the Provider's instructions and 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; (b) use the Services to send unsolicited communications in breach of e-privacy laws; (c) make the Services available to anyone other than Authorised Users; (d) sell, resell, license, sublicense, distribute, rent, or lease the Services; (e) frame or mirror any part of the Services; (f) utilise automated methods to bypass or access the Services; (g) reverse engineer, copy, or modify any software; (h) access the Services to develop a competing product; (i) exploit the Provider's Intellectual Property Rights; (j) circumvent the Limits; (k) disrupt the Services' integrity or performance; 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 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. The Client shall be responsible for any taxes, duties, or other charges imposed by any government authority, 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.
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 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.
4.7 The Client agrees to pay all Fees within 30 days of the invoice. Failure to pay on time will result in an interest rate of 5% per month applied to 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. Suspension may be lifted once all Fees are paid in full.
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 with the termination clause.
4.10 The Client shall review Customer's use of the Services for verification of compliance with agreed Limits. The Provider may invoice for any usage exceeding the Limits ("Overages") at standard rates.
4.11 Beginning on the 12th month after the Commencement Date, the Fees shall be increased by the greater of the percentage increase in UK CPI or 5%, subject to mutual agreement.
5. Professional Services
5.1 The Client may request additional development work or Professional Services. The scope, schedule, fees, and terms shall be agreed in a Statement of Work. The Provider may refuse at its sole discretion.
5.2 The Provider shall perform Professional Services in a professional and workmanlike manner, in accordance with industry standards.
5.3 All Intellectual Property Rights arising from Professional Services ("Work Product") shall be owned exclusively by the Provider. The Client assigns all right, title, and interest in such Work Product to the Provider.
5.4 The Provider shall have the right to use any general knowledge, skills, experience, and know-how developed in the course of performing Professional Services.
6. Service Level Agreement
6.1 The Provider shall use commercially reasonable efforts to ensure uptime of at least 95% per calendar month, excluding scheduled maintenance.
6.2 Routine maintenance shall be communicated at least 7 business days in advance and shall not exceed 4 hours per month.
6.3 The Provider relies on third-party providers (including AWS) for critical infrastructure and does not guarantee uninterrupted access subject to outages beyond its control.
6.4 SLA Claims must be submitted via support ticket within five (5) business days of a failure. Failure to notify forfeits the right to service credits.
6.5 Validated SLA Claims will result in service credits applied to the Client's next invoice as a pro rata rebate based on full days of downtime.
6.6 Exclusions apply for: (a) use outside permitted scope; (b) unavailability lasting less than 10 minutes; (c) Force Majeure Events; (d) malfunction of non-Provider infrastructure; or (e) scheduled maintenance.
6.7 The remedies herein represent the Client's sole and exclusive remedy for breach of SLA, except for gross negligence or wilful misconduct.
7. Trials; Beta Services; Third Party Services
7.1 The Provider may make Beta Services available at the Client's sole discretion to participate, subject to any additional restrictions.
7.2 Beta Services access will terminate when commercially launched or withdrawn. The Provider may alter or cease Beta Services at any time without liability.
7.3 Beta Services are provided "as is." No warranties apply. The Provider has no liability for damages arising from Beta Services.
7.4 Third-Party Services are not part of the Provider's Services and are subject to respective third-party terms. The Provider does not guarantee their compatibility or availability.
7.5 Proof of concept ("POC") offerings may be terminated at any time without notice and are provided "as is" with no warranties or liability.
7.6 The Services may incorporate third-party AI technologies including OpenAI. The Provider makes no warranties regarding AI accuracy or reliability. The Client is responsible for independently verifying AI outputs.
8. Ownership; Intellectual Property
8.1 The Provider retains all rights, titles, and interests in the Services and associated intellectual property.
8.2 Ownership of all updates, derivatives, modifications, enhancements, and feedback shall immediately vest in the Provider upon creation.
8.3 The Client is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for internal business purposes.
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 Client Materials for promotion and grants licence to process Customer Data for service provision and Aggregated Data purposes.
9. Processing Personal Data
9.1 Processing of personal data shall be governed by the Data Processing Agreement ("DPA") attached as Appendix A.
9.2 Both parties agree to comply with all applicable data protection laws and regulations.
10. Warranties and Disclaimers
10.1 Each party represents and warrants that it has the necessary rights and legal power to enter into this Contract.
10.2 The Provider warrants it will not materially reduce the key functionality of the SaaS Services during the current Term.
10.3 The Client's sole remedy for breach is, at the Provider's discretion: (i) correction of the deficient Services, or (ii) provision of a workaround. If neither is feasible, the Provider may terminate and refund prepaid Fees.
10.4 Except as expressly provided, the Provider disclaims all warranties, express or implied, to the maximum extent permitted by law.
11. Indemnities
11.1 The Client shall defend claims against the Provider related to Client Data, Client Materials, or Third-Party/Professional Services, and cover all damages and reasonable legal fees.
11.2 The Provider shall defend claims against the Client for infringement of third-party patent, copyright, or trademark arising from authorised use of the Services.
11.3 If infringement is claimed or threatened, the Provider may: (i) secure continued use rights; (ii) modify the Services; (iii) replace infringing aspects; or (iv) terminate and reimburse prepaid fees.
11.4 The Provider's indemnity does not apply for claims arising from: modifications not made by the Provider, use with non-Provider products, Third-Party Services, Beta Services, non-compliant use, or failure to implement updates.
11.5 Indemnity obligations require: (a) prompt notification; (b) sole control over defence; and (c) all necessary information and assistance.
11.6 The indemnities represent the full liability and sole remedy for third-party claims described in this Article.
12. Limitation of Liability
12.1 Neither party shall be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, to the fullest extent permitted by law.
12.2 Total aggregate liability shall not exceed the total fees paid in the twelve (12) months preceding the event giving rise to liability.
12.3 The limitations of liability are fundamental elements of the basis of the bargain between the parties.
12.4 Any claim must be brought within one (1) year from the date it arose, otherwise it shall be deemed waived.
12.5 The Provider shall have no liability for Beta Services or free services. Where such liability cannot be zero, it is limited to £100.
12.6 Nothing shall limit liability for: (a) death or personal injury from negligence; (b) fraud; (c) liability that cannot be excluded by law; (d) the Provider's indemnification obligations; or (e) the Client's indemnification obligations.
13. Confidentiality
13.1 Neither party shall disclose Confidential Information during the Term and for five (5) years following termination, except as permitted.
13.2 Disclosure is permitted to: (i) Personnel bound by confidentiality obligations; and (ii) when required by law, with prompt written notice.
13.3 Neither party shall use Confidential Information for any purpose other than exercising rights under this Contract.
14. Termination and Suspension
14.1 The Initial Term is twelve (12) months, automatically renewing for successive Renewal Terms unless either party provides 90 days' written notice of non-renewal.
14.2 The Provider may suspend access in the event of breach, including non-payment, with reasonable prior notice.
14.3 Either party may terminate with notice for material breach not remedied within thirty (30) days, or immediately if the breach cannot be remedied. Either party may terminate immediately upon insolvency proceedings not dismissed within sixty (60) days.
14.4 Upon termination: (a) access ceases immediately; (b) outstanding fees become payable; (c) Confidential Information shall be returned or destroyed; and (d) Client Data shall be returned or deleted upon request.
14.5 Accrued rights, liabilities, and surviving clauses shall continue in full force and effect after termination.
15. Force Majeure
15.1 Neither party shall be liable for delay or failure due to causes beyond reasonable control (Force Majeure Events), provided prompt notification and best efforts to mitigate.
16. Sales Tax
All sums payable are exclusive of sales tax (VAT). The paying party shall additionally pay any applicable sales tax upon delivery of a sales tax invoice.
17. General Provisions
17.1 Failure to exercise any right shall not constitute a waiver of that or any other right or remedy.
17.2 If any provision is found invalid, it shall be deemed deleted without affecting the validity of remaining provisions.
17.3 Each party acknowledges it does not rely on any statement not set out in this Contract.
17.4 The Client shall not assign rights without the Provider's written consent. The Provider may assign its rights at any time.
17.5 Nothing in this Contract creates a partnership or agency relationship.
17.6 No third party shall have any right to enforce any terms.
17.7 Notices shall be in English and sent to the email addresses specified on the Platform.
17.8 This Contract contains the entire understanding and supersedes all prior communications.
17.9 The Provider may modify terms with reasonable prior written notice. Continued use constitutes acceptance.
17.10 Order of precedence: (a) the DPA, (b) Order Form, (c) Statements of Work, and (d) this Contract.
18. Dispute Resolution, Governing Law and Venue
18.1 Governing law and venue depend on Client domicile. For clients domiciled anywhere in the world, governing law is that of England and Wales, with venue in England, United Kingdom.
18.2 Parties shall attempt good-faith resolution via telephone within 21 days of written request.
18.3 Disputes shall be settled by arbitration under International Chamber of Commerce rules, conducted virtually by a sole arbitrator. The decision shall be final and binding.
18.4 The Provider retains the right to initiate fixed-amount money claims before a competent court without arbitration.
18.5 All arbitration proceedings shall be treated as confidential unless required by law.
18.6 Either party may seek interim or injunctive relief from a court pending arbitration. The arbitration clause survives termination.
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