SaaS Terms and Conditions

Maintained by

Lead Ignition Ltd

Version

2.0 draft (replaces version 1, archived at https://leadignition.co.uk/trust/documents/saas-terms-v1)

Applies to

Every client of Lead Ignition Ltd

Classification

Public

Approval

Signed by Alex Moyies, Director, 10 October 2026

These terms are between Lead Ignition Ltd, a company registered in England and Wales with company number 15542026, whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ (Lead Ignition, we, us, our), and the client named in the Key Details (the Client, you, your).

1. How to read this agreement

1.1Meaning of words. Words with capital letters have the meaning given to them in the Key Details, in brackets and bold where they first appear, or in clause 19.

1.2Order of priority. If there is a conflict between the documents that make up this agreement, they apply in this order:

(a)on any matter relating to personal data, the order set out in clause 14.3 of the Data Processing Agreement (under which any signed Annex 4, then the Data Processing Agreement, take priority);

(b)on all other matters: first, any Special Conditions in the Key Details; second, the rest of the Key Details; third, these terms; and fourth, the Schedules to these terms.

2. Term and renewal

2.1This agreement starts on the Commencement Date and continues for the Initial Term, and then for any Renewal Terms, unless it ends earlier under clause 14 (the Term).

2.2At the end of the Initial Term, and at the end of each Renewal Term, this agreement renews for a further period equal to the Initial Term (a Renewal Term), unless either of us gives the other written notice at least 2 months before the date it would renew (the Renewal Date) that it is not to renew.

2.3At least 3 months before each Renewal Date, we will tell you in writing that the agreement is due to renew and of any changes to the Fees or these terms that will apply from the Renewal Date (a Renewal Notice).

3. The Solution

3.1Scope. The Solution is the Software, Services and Support set out in the Key Details (the Solution). We will provide the Solution with reasonable skill and care and in line with the laws that apply to us.

3.2Changes and improvements. We may improve, update or modify the Solution from time to time, provided this does not materially reduce its core functionality during the Term. If our CRM platform provider removes a feature you rely on, we will tell you as soon as we know and work with you on an alternative. If we cannot offer a reasonable alternative, you may end the affected part of the Solution by written notice, and we will refund any Fees you have paid in advance for it for the period after it ends. Customisations made at your request are dealt with under clause 5.

3.3Additional users. If you need more users than the Number of Licensed Users in the Key Details, you must tell us how many you need, and we will invoice the Additional Licensed User Fee for each extra user for the rest of the current year of the Term.

3.4Licence. During the Term we give you a non-exclusive, non-transferable licence to use the Solution and the Documentation, and to give access to the Software to up to the Number of Licensed Users, in line with this agreement.

3.5Hosting. We host the Solution using third-party hosting and platform providers we select (the Hosting Service), on these terms:

(a)Location. Data may be stored and processed in and outside the UK, as described in the Data Processing Agreement and its list of sub-processors.

(b)Availability. We will take reasonable care in choosing and managing our providers, but we cannot guarantee that the Hosting Service will be free from errors, or that the Solution or your Client Data will be available at all times.

(c)Security. Subject to our obligations under the Data Processing Agreement and clause 3.6, we are not responsible for unauthorised access to, or loss, destruction or alteration of, Client Data to the extent it is caused by you or your Users (including through shared, weak or compromised passwords, or compromised devices or email accounts), by systems that you control, or by events outside our reasonable control.

(d)Backups. Subject to our obligations under the Data Processing Agreement, clause 3.6 and any recovery commitments in your Key Details or Special Conditions, backups of the CRM are managed by our platform provider and kept for a limited period (currently 7 days). We cannot guarantee that a backup will always be available or free from errors. We recommend that you export important data regularly, which you can do at any time.

3.6Our security obligations. We will maintain appropriate technical and organisational measures to protect Client Data, as set out in Annex 2 of the Data Processing Agreement, and will follow the breach notification process in that agreement. Nothing in clause 3.5 or clause 11 reduces those obligations.

3.7Support. Where the Key Details include Support, we will provide it during the Term in line with Schedule 1. You must first try to resolve issues internally, and you are responsible for managing your own Users and their access. We will not assist with issues outside our reasonable control, but we will tell you if that is the case.

3.8Subcontracting. We may use subcontractors to help provide the Solution. Where a subcontractor processes personal data on your behalf, the sub-processor terms in clause 6 of the Data Processing Agreement apply, including notice of changes and your right to object. We remain responsible for the work of subcontractors we engage to perform the Services for you. The availability and performance of our CRM platform provider and hosting providers are dealt with in clause 3.5, not this clause.

4. Your obligations

4.1General. You must:

(a)give us the information, access and help we reasonably need to provide the Solution; and

(b)not, by receiving or using the Solution, break any law (including data protection and electronic marketing law) or infringe anyone else's rights.

4.2Users. You must make sure that all your Users comply with this agreement, and tell us without delay if you become aware of any breach of this clause 4 or any unauthorised use of the Solution. You are responsible for the acts and omissions of your Users as if they were your own.

4.3Use of the Solution. You must not, and must not allow any User or third party to, without our prior written approval:

(a)upload special category data (such as health information) or criminal offence data to the Software. Where we give approval, it will be given under clause 10 of the Data Processing Agreement and will state the systems in which the data may be stored;

(b)upload any material that is unlawful, defamatory, discriminatory, offensive, obscene, harassing or harmful, or that infringes anyone's rights;

(c)copy, adapt, modify, translate, decompile or reverse engineer the Solution or the Documentation, or try to derive its source code, except as the law allows;

(d)remove or alter any copyright, trade mark or other notice in the Solution or the Documentation;

(e)sell, lend, transfer, sub-licence or otherwise make the Solution or the Documentation available to anyone other than your Licensed Users;

(f)try to get around any security feature of the Solution;

(g)share login details, or let anyone other than a Licensed User use an account. You must tell us immediately, at [email protected], of any unauthorised use of an account or any actual or suspected security breach;

(h)use the Solution to send unsolicited marketing, spam or bulk messages in breach of the law, or to harass or impersonate anyone; or

(i)use the Solution for any illegal or fraudulent purpose, or in a way that could damage the Solution or our reputation.

4.4Client Data. You confirm that you are entitled to provide the Client Data, that it is accurate when provided, that it does not contain viruses or harmful code, and that our use of it to provide the Solution will not break any law or infringe anyone's rights.

5. Changes to scope

5.1If you ask for, or we suggest, a change to the scope in the Key Details (a Change), we will tell you the fee for the Change and when it will be invoiced (the Change Fee). We will only carry out a Change once we have both agreed it in writing, including the Change Fee.

5.2The same terms apply to Changes as to the original scope.

6. Third-party terms and software

6.1Some parts of the Solution are provided using third-party products and services, including our CRM platform provider, messaging and telephony providers, and payment providers. Their terms (Third Party Terms) may apply to your use of those parts. We will tell you about Third Party Terms that apply to you directly. If you do not agree to them, tell us, and we will discuss alternatives, but this may affect what we can deliver.

6.2Moving data between systems and integrating different software can cause errors or delays. We cannot guarantee that integrations with software we do not control will be free from errors.

6.3If you or anyone other than us adds code, integrations or third-party software to the Solution, or changes its configuration (a Client Change):

(a)we are not responsible for any failure of the Solution to the extent caused by the Client Change;

(b)we may ask you to change or remove the Client Change, and may suspend the affected part of the Solution until you do, if it threatens the security or stability of the Solution; and

(c)you are responsible for any loss caused to us by the Client Change.

7. Payment

7.1Fees. You must pay the Fees in the amounts and at the times set out in the Key Details, or as otherwise agreed in writing. Fees are paid in advance and are not refundable for change of mind.

7.2When to pay. Unless otherwise agreed in writing, you must pay each invoice by the date shown on it, or otherwise within 14 days of receiving it.

7.3Payment partner. We use Stripe to take payments. Stripe's own terms and privacy policy also apply to payments made through it. We are not responsible for errors or failures of Stripe's platform, but we will help you resolve any payment problem.

7.4Late payment. If you do not pay an amount when due, we may, after giving you at least 7 days' written notice, suspend all or part of the Solution until it is paid. Suspension does not affect your right to export your data. We may charge interest on overdue amounts at 8% a year above the Bank of England base rate from the due date until payment, together with the fixed compensation and reasonable recovery costs allowed by the Late Payment of Commercial Debts (Interest) Act 1998. Where that Act applies, this clause does not reduce your liability under it.

7.5Currency. The Fees in the Key Details are in pounds sterling (GBP). Additional services in Schedule 3 are charged in US dollars (USD), because that is how our suppliers charge for them, except where Schedule 3 shows a price in pounds. Your card provider may apply its own exchange rate.

7.6VAT. We are not currently registered for VAT, so we do not charge VAT on our Fees. If we become registered for VAT, we will give you at least 30 days' written notice, and VAT will be added to the Fees at the applicable rate from the date it becomes chargeable, unless the Key Details say otherwise.

8. Intellectual property

8.1Your data and materials. You (or your licensors) keep ownership of all Client Data and Client Materials. Nothing in this agreement transfers them to us. You give us a non-exclusive, royalty-free licence to use Client Data and Client Materials only as needed to provide the Solution during the Term and to carry out our obligations at the end of it.

8.2Our IP. We (or our licensors) keep ownership of the Provider IP and the Developed IP. Developed IP belongs to us as soon as it is created. Developed IP does not include Client Data or Client Materials, even where they are built into something we create for you.

8.3Your licence of our IP. We give you a non-exclusive, royalty-free, non-transferable licence to use the Provider IP and Developed IP during the Term, as needed to use the Solution. This licence ends when this agreement ends, unless the Key Details or Special Conditions say otherwise. If we stop trading, you may keep using, and have another provider host and maintain for you, the Developed IP in your sub-account, for your own business and without charge. This permission cannot be withdrawn and continues after this agreement ends. We stop trading if we stop carrying on business, are dissolved or struck off, or enter liquidation or administration (other than for a solvent reorganisation). You may not sell or supply the Developed IP to anyone else. This is a licence only: it does not oblige us to provide or pay for any service, and you will need your own account with a platform provider (at your own cost) to keep using the sub-account.

8.4Your warranty. You confirm that our use of Client Data and Client Materials as allowed by this agreement will not infringe anyone's intellectual property rights, and you will be responsible for any loss we suffer as a result of a claim that it does.

8.6Images and content you supply. This includes photographs, images, videos, logos, fonts and text you give us to use on websites, landing pages, emails or other materials. It is your responsibility to make sure you have the right to use them in that way, including:

(a)any licence from the photographer, image library or other rights owner;

(b)the permission of anyone who can be identified in them, where the law requires it; and

(c)any credit or attribution the rights owner requires.

We will use what you give us as supplied and are not required to check who owns it or whether you have permission. If we receive a complaint that material you supplied infringes someone's rights, we may remove it and will tell you. Clauses 8.4 and 12.4 apply to any claim about it.

8.5Definitions. In this clause 8:

(a)Client Materials means templates, wording, questions, branding, logos, images and other content that you supply to us, or that is created from content you supply (such as the text of your email, SMS and document templates and the questions in your forms), and any intellectual property rights in them;

(b)Developed IP means anything we create in providing the Solution, including workflows, automations, configurations, code, designs, documentation and reports, but not Client Data or Client Materials; and

(c)Provider IP means everything owned or licensed by us that is not Developed IP, including the Software.

9. Confidentiality and non-solicitation

9.1Confidentiality. Each of us must keep the other's Confidential Information confidential and use it only for this agreement. This does not apply to information that is public (other than through a breach of this agreement) or that the law requires to be disclosed. Each of us may share Confidential Information with our own staff, contractors and advisers who need it for this agreement and who are bound by confidentiality.

9.2Non-solicitation. During the Term and for 6 months after it ends, you must not employ or engage any of our staff or contractors with whom you had contact under this agreement, without our written consent.

9.3Breach. If either of us becomes aware of an actual or suspected breach of this clause 9, it will tell the other promptly and take reasonable steps to stop or limit it.

10. Data protection

10.1Each of us will comply with Data Protection Law.

10.2Our Data Processing Agreement, published at https://leadignition.co.uk/trust/documents/data-processing-agreement, forms part of this agreement. It sets out how we process personal data on your behalf as your processor, including security, sub-processors, international transfers, breach notification, audits and the return and deletion of data.

10.3We will never use Client Data for our own purposes, including our own marketing.

10.4We are a controller only for the business contact and billing details of you and your staff that we need to run our relationship with you. We handle that information as set out in our Privacy Notice at https://leadignition.co.uk/trust/documents/privacy-notice.

11. Warranties

11.1What we cannot guarantee. Subject to clause 3.1, clause 3.6 and the Data Processing Agreement, we cannot guarantee that the Solution will be free from errors, available at all times, or that messages sent through it will always be delivered promptly or at all.

11.2Fixing defects. We will correct errors and defects in the Solution that you report to us during the Term, unless they result from software, hardware or services we have not approved, from misuse, from a Client Change, or from use other than in line with this agreement or the Documentation.

11.3Other warranties. To the extent the law allows, all warranties and conditions not set out in this agreement are excluded.

12. Liability

12.1Cap. Subject to clauses 12.3 and 12.5, each party's total liability to the other for all claims arising under or in connection with this agreement in any Contract Year, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greatest of:

(a)the total Fees paid or payable by you in the 12 months before the event giving rise to the claim;

(b)the total Fees payable for the first 12 months of this agreement; and

(c)£10,000.

A Contract Year is each period of 12 months starting on the Commencement Date or an anniversary of it.

12.1A The limit in clause 12.1 does not apply to your obligation to pay the Fees, or to your liability under clauses 6.3(c), 8.4 or 12.4.

12.2Excluded losses. Subject to clause 12.5, we are not liable for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss. We are not liable for loss of data except to the extent caused by our breach of the Data Processing Agreement or clause 3.6, in which case our liability is limited to the reasonable cost of restoring or re-entering the data, and is subject to clause 12.1. Subject to clause 12.5 and the Data Processing Agreement, we are not liable for loss caused by a failure, outage, insolvency or withdrawal of service by our CRM platform provider, hosting providers or other third-party suppliers, except to the extent the loss is caused by our own act or omission, including any failure to take reasonable care in choosing and managing them under clause 3.5(b). This does not affect any service credits under Schedule 1, your rights under clauses 3.2 and 14.2, or your right to export your data. If we receive any compensation or service credit from a supplier that relates to your loss, we will pass on a fair share of it to you.

12.3Data protection cap. Where an Annex 4 made under the Data Processing Agreement and signed by both of us sets a separate data protection liability cap, that cap applies to the matters it covers instead of clause 12.1, but it will never be lower than the limit that clause 12.1 would otherwise give.

12.4Your indemnity. You will be responsible for, and will reimburse us for, any loss we suffer from a claim by a third party arising from your (or your Users') breach of this agreement, breach of law, or infringement of anyone's rights, or from Client Data or Client Materials, except to the extent the loss is caused by our breach of this agreement. We will tell you promptly of any such claim, let you conduct its defence at your cost, and not settle it without your consent (which you must not unreasonably withhold or delay).

12.5What we do not limit. Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that the law does not allow to be limited or excluded.

13. Upgrades and downgrades

13.1You may ask to change your package or Number of Licensed Users at any time. If your use of the Solution increases beyond your current package, you must tell us.

13.2Upgrades take effect when we give you access and are charged pro rata from that date. Downgrades take effect from the start of the next billing period, unless we agree otherwise. Any downgrade during the Initial Term or a Renewal Term does not reduce the minimum Fees payable for that term unless we agree in writing.

14. Ending this agreement

14.1By us on notice. We may end this agreement by giving you at least 2 months' written notice, but not so that it ends during the Initial Term unless our CRM platform provider withdraws, or materially changes the terms of, the service we rely on to provide the Solution, in a way that means we cannot reasonably continue to provide it on these terms. You must pay the Fees up to the date it ends and any pre-approved third-party costs incurred on your behalf. We will refund any Fees you have paid in advance for the period after it ends.

14.2For breach. If either of us believes the other has breached this agreement, it may give written notice describing the breach and the clauses concerned. The other party has 10 Business Days (or longer if the notifying party agrees) to put the breach right. If it is not put right in that time, the notifying party may end this agreement immediately by written notice. Any outstanding Fees must be paid within 10 Business Days.

14.3Insolvency. Either of us may end this agreement immediately by written notice if the other enters insolvency proceedings, has a receiver or administrator appointed, makes an arrangement with its creditors, or stops trading. Our rights under this clause, and under clauses 7.4 and 14.2, apply only so far as the law allows, including section 233B of the Insolvency Act 1986.

14.4Consequences. When this agreement ends:

(a)each of us will return or delete the other's Confidential Information, subject to clause 14.5;

(b)you must stop using the Solution and any of our materials you are no longer licensed to use; and

(c)clauses that are intended to continue after the end, including clauses 8, 9, 10, 12, 14.5 and 15, will continue to apply.

14.5Your data at the end. We will provide a full export of your Client Data, keep it for 60 days after this agreement ends and then delete it after giving you 14 days' written warning, as set out in clause 12 of the Data Processing Agreement.

15. Disputes

15.1If a dispute arises, the party raising it must give the other written notice with reasonable details. Both of us will then try in good faith to resolve it. If it is not resolved within 14 days (or longer if we both agree), either of us may start court proceedings. This does not prevent either of us seeking urgent court relief.

16. Notices

16.1Notices under this agreement must be sent by email to the addresses in the Key Details (or, if none is stated, the address most commonly used between us), with a subject line that refers to this agreement.

16.2A notice is treated as received 24 hours after it is sent or, if that is not a Business Day, at 9am on the next Business Day, unless the sender knows or has reason to believe it was not delivered.

16.3Data protection notices to us should also be sent to [email protected], and security incidents reported to [email protected].

17. Events outside our control

17.1Neither of us is responsible for failing or delaying to perform an obligation (other than paying money) because of an event outside its reasonable control, such as fire, flood, severe weather, war, terrorism, civil unrest, epidemic, government action, industrial action (other than by its own staff), or a widespread failure of internet, power or telecommunications networks.

17.2The affected party must tell the other promptly, with details of the event and its likely effect, and must take reasonable steps to limit its effect and resume performance. If the event continues for more than 30 days, either of us may end this agreement by written notice.

18. General

18.1Governing law. This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

18.2Third party rights. No one other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

18.3Changes. This agreement may only be changed by written agreement between us, except that we may propose updated terms in a Renewal Notice under clause 2.3. Updated terms apply from the Renewal Date that follows, or earlier if you accept them in writing. If you do not agree, you may give notice that this agreement is not to renew under clause 2.2. If we give notice of updated terms later than 3 months before a Renewal Date, you may instead end this agreement on that Renewal Date by giving written notice at any time before it.

18.4Waiver. A waiver of any right is only effective if it is in writing.

18.5Severance. If any part of this agreement is found to be invalid or unenforceable, the rest of it continues to apply.

18.6Assignment. Neither of us may assign or transfer this agreement without the other's written consent, which must not be unreasonably withheld where the transfer is to a buyer of all or most of the transferring party's business.

18.7Counterparts and e-signature. This agreement may be signed or accepted electronically and in separate copies.

18.8Costs. Each of us pays its own costs of entering into this agreement.

18.9Entire agreement. This agreement (including the Key Details, any Special Conditions, the Schedules and the Data Processing Agreement) is the entire agreement between us on its subject and replaces any earlier agreement or understanding about it. Nothing in this clause limits liability for fraud.

18.10Interpretation. Headings do not affect interpretation. "Including" and similar words do not limit the words before them. The singular includes the plural and the other way round. A reference to writing includes email.

19. Definitions

Schedule 1: Service levels

1.1We will use reasonable endeavours to meet the following targets.

1.2Priorities mean:

(a)Critical: issues that stop most users from accessing the Solution, or that materially restrict key functions with no workaround;

(b)High: issues affecting several users or business operations, where a workaround exists;

(c)Medium: data capture issues and general operational or technical enquiries; and

(d)Low: feedback and non-essential set-up changes with no compliance or cash flow impact.

1.3We will set the priority of each issue acting reasonably, and will discuss it with you if you disagree.

1.4The targets do not apply to issues caused by events under clause 17, systems or software we do not provide, a Client Change, use of the Solution against our reasonable advice, preview or beta features, or a failure by you to respond to our reasonable requests or to follow reasonable security practices. Where an issue is caused by an outage at one of our platform or hosting providers, we will keep you updated and work with the provider to restore service as quickly as possible.

1.5The targets are indicative. If we miss a target, we will continue to work on the issue as a priority.

1.6We will try to give you at least 8 hours' notice of planned downtime. For unplanned downtime of the Solution caused by us, the following credits apply against your next invoice:

Service credits count towards the limit in clause 12.1.

1.7Support is available from 9am to 6pm on Business Days (Business Hours). Time outside Business Hours does not count towards the targets.

1.8You can get support inside the Lead Ignition CRM at app.leadignition.io: click Support in the sidebar to raise a request, Help articles in the sidebar for guides, or ask Sparky, our assistant, in the corner of the screen. You can also email [email protected].

Schedule 2: Data processing

The processing of personal data on your behalf is governed by our Data Processing Agreement, which forms part of this agreement under clause 10.2. Details of the processing are set out in Annex 1 of that agreement.

Schedule 3: Additional services

You may opt into the additional services below at any time. When you do, a prepaid credit balance (a Wallet) is set up in your account. Usage is deducted from the Wallet, and the Wallet is topped up by charging the card on file when the balance falls below a minimum amount. You only pay for what you use.

Prices are approximate and in US dollars unless shown in pounds. They follow our suppliers' charges, so they vary a little and can change when those charges change. Messaging and call rates depend on the country, and the rates shown are the lowest, for the US and Canada; UK and international rates are higher. We will tell you the current price before you enable a service, and give you notice of any change. VAT will be added only if we become VAT registered (see clause 7.6).