SaaS Subscription Agreement

Each clause with the page it sits on. Pick one to see it highlighted in the document.

• p.1CoverSaaS Subscription Agreement between Lantern Cloud Ltd and Pelham & Rowe Surveyors Ltd Dated 9 June 2025 Reference MF-SAAS-2025-022 Fictional document...
• p.3Parties and backgroundThis Agreement is made on 9 June 2025 between: (1) Lantern Cloud Ltd, a company incorporated in England and Wales with company number 11407285 (the...
• p.3-4 §1.1Definitions and interpretationIn this Agreement the following words have the meanings set out below: “Authorised Users” means the Customer’s employees and contractors whom the...
• p.4 §1.2Definitions and interpretationThe Schedules form part of this Agreement. If there is a conflict between the clauses and a Schedule, the clauses prevail. Headings do not affect...
• p.4 §2.1Subscription and access to the ServiceThe Provider grants the Customer, for the Subscription Term, a non-exclusive, non-transferable right to permit its Authorised Users to access and use...
• p.4 §2.3Subscription and access to the ServiceEach Authorised User must have a unique named account. Accounts may not be shared. The Customer may reassign an account from one individual to...
• p.4 §2.5Subscription and access to the ServiceThe Provider may update the Service from time to time. It shall not make a change that materially reduces the functionality of the Service during the...
• p.4-5 §3.1Customer obligations and acceptable useThe Customer shall: (a) make sure that its Authorised Users comply with this Agreement and is responsible for their acts and omissions; (b) keep user...
• p.5 §3.2Customer obligations and acceptable useThe Customer shall not, and shall not allow any Authorised User to: (a) sell, sublicense or make the Service available to any third party, or use it...
• p.5 §3.3Customer obligations and acceptable useIf the Customer breaches clause 3.2 or 3.1(b), the Provider may suspend the affected accounts after giving the Customer notice, and shall restore...
• p.5 §4.1Fees and paymentThe Customer shall pay the Fees. The annual subscription fee is payable annually in advance. The onboarding fee and any other one-off Fees are...
• p.5 §4.3Fees and paymentIf the Customer disputes an invoice in good faith it shall tell the Provider within 14 days of receipt, give its reasons, and pay the undisputed...
• p.5-6 §4.5Fees and paymentIf an undisputed sum is not paid by its due date, the Provider may charge interest on it from the due date until payment at 3% a year above the Bank...
• p.6 §5.1Service levels and supportThe Provider shall make the Service available in accordance with the availability target in Schedule 2, which is 99.9% in each calendar month,...
• p.6 §5.3Service levels and supportIf availability in a calendar month falls below the target, the Customer is entitled to the Service Credit set out in Schedule 2. Service Credits are...
• p.6 §5.4Service levels and supportThe Provider shall provide support to the Customer’s nominated administrators in accordance with Schedule 2, during the support hours stated there....
• p.6 §6.1Customer DataAs between the parties, the Customer owns all Customer Data. The Customer grants the Provider a non-exclusive licence for the Subscription Term, and...
• p.6-7 §6.3Customer DataThe Provider shall back up Customer Data every day and keep each daily backup for 35 days. The Provider shall test restoration from backup at least...
• p.7 §7.1SecurityThe Provider shall maintain a security programme that complies with ISO/IEC 27001, and shall keep its certification current throughout the...
• p.7 §7.3SecurityThe Provider shall give the Customer a summary of the penetration test results and a copy of its latest SOC 2 Type II report within 15 Business Days...
• p.7-8 §8.1Intellectual propertyThe Provider and its licensors own all intellectual property rights in the Platform, the Service and the Documentation. Nothing in this Agreement...
• p.8 §9.1ConfidentialityEach party shall keep confidential all information of a confidential nature that it receives from the other under this Agreement, use it only to...
• p.8 §9.3ConfidentialityClause 9.1 does not apply to information that is or becomes public other than through a breach of this Agreement, was lawfully known to the recipient...
• p.8 §10.1WarrantiesEach party warrants that it has the power and authority to enter into and perform this Agreement. 10.2 The Provider warrants that: (a) it will...
• p.8 §10.3WarrantiesIf the Provider breaches clause 10.2, it shall correct the problem or re-perform the affected part of the Service at no charge within 30 days of the...
• p.9 §11.1IndemnitiesThe Provider shall defend the Customer against any claim by a third party that the Customer’s use of the Service in accordance with this Agreement...
• p.9 §11.3IndemnitiesThe party seeking an indemnity shall tell the other promptly of the claim, let it control the defence and settlement, and give it reasonable...
• p.9 §12.1Limitation of liabilityNothing in this Agreement limits or excludes either party’s liability for: death or personal injury caused by its negligence; fraud or fraudulent...
• p.9-10 §12.3Limitation of liabilityThe Provider’s total aggregate liability for a breach of clause 7 or of the DPA is limited to 200% of the Fees paid and payable by the Customer in...
• p.10 §12.5Limitation of liabilityThe limits in this clause 12 do not apply to the Customer’s obligation to pay the Fees, and the Customer’s liability under clause 11.2 is not limited...
• p.10 §13.1Term and terminationThis Agreement starts on the Subscription Start Date and continues for an initial term of 24 months (the “Initial Term”). After the Initial Term it...
• p.10 §13.2Term and terminationEither party may end this Agreement immediately by written notice if the other party commits a material breach and, if the breach can be remedied,...
• p.10 §13.4Term and terminationThe Customer may end this Agreement by 30 days’ written notice if availability in two consecutive calendar months is below 95%. 13.5 Either party may...
• p.10-11 §14.1Data protectionEach party shall comply with the data protection law that applies to it in connection with this Agreement. 14.2 To the extent that Customer Data...
• p.11 §15.1GeneralThis Agreement is the entire agreement between the parties about its subject matter and replaces all earlier understandings about it. Neither party...
• p.11 §15.3GeneralA variation of this Agreement is effective only if it is in writing and signed by an authorised signatory of each party. 15.4 A failure or delay in...
• p.11 §15.7GeneralA notice under this Agreement must be in writing and delivered by hand, or sent by prepaid first-class post or by email, to the party’s address or...
• p.11-12 §15.8GeneralThe parties shall try to resolve a dispute by good-faith discussion between named representatives for 15 Business Days. If they cannot, either party...
• p.12 §16.1Governing law and jurisdictionThis Agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or...
• p.13 Sch 1.1Order FormSchedule 1 — Order Form 1. The details of the subscription and the Fees are set out in the table below. All amounts are in pounds sterling and...
• p.13 Sch 1.2Order Form2. The Customer may add the premium support option at any time by written request. Premium support is described in Schedule 2. 3. Onboarding services...
• p.14 Sch 2.1Service Levels and SupportSchedule 2 — Service Levels and Support 1. Availability is the percentage of minutes in a calendar month during which the Service is available to...
• p.14 Sch 2.2Service Levels and Support2. Support is provided by email and through the Service’s support portal from 08.00 to 18.00 UK time on Business Days. Support requests are...
• p.15ExecutionThis Agreement has been entered into on the date stated at the beginning of it. Signed for and on behalf of Lantern Cloud Ltd: Signature | Date Name:...