Terms of Use
SOFTWARE-AS-A-SERVICE (SaaS) SUBSCRIPTION AGREEMENT
Last updated January 03, 2025.
This Software-as-a-Service Subscription Agreement ("Agreement") is entered into by and between Camden AI Limited, a company registered in the United Kingdom ("Provider"), and the entity or individual agreeing to these terms ("Customer").
By subscribing to and using the Vennflow platform ("Service"), Customer agrees to be bound by the terms and conditions of this Agreement. Acceptance occurs when a Customer representative confirms acceptance during the payment process by explicitly consenting to these terms (e.g., clicking ‘I Accept’ or a similar mechanism). This Agreement forms a legally binding contract upon payment confirmation.
1. DEFINITIONS
1.1. "Service" means the Vennflow platform provided by Camden AI Limited, accessible via www.vennflow.com.
1.2. "Subscription" means the recurring access granted to Customer to use the Service.
1.3. "Fees" means the charges applicable to the Subscription as detailed at the time of purchase.
1.4. "Customer Data" means all data inputted into the Service by the Customer or received from integrations with Customer's applications and systems.
1.5. "Confidential Information" means all proprietary information disclosed by either party.
1.6. "Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to natural disasters, cyberattacks, government actions, or technical failures.
2. SUBSCRIPTION & ACCESS
2.1. Grant of Access: Provider grants Customer a limited, non-exclusive, non-transferable right to access and use the Service during the Subscription Term.
2.2. Subscription Term: The Subscription shall commence upon payment and acceptance of this Agreement and continue until terminated.
2.3. Minimum Commitment Period: If the Customer agrees to a minimum committed term (e.g., 12 months), cancellation is not permitted during that period. After the minimum commitment period, the Customer may cancel with 30 days' written notice.
2.4. Auto-Renewal: Subscriptions automatically renew unless Customer provides written notice of cancellation at least 30 days before the renewal date. Any changes to the Subscription Fees require at least 30 days’ prior notice before renewal, and such notice shall be delivered via email.
2.5. Restrictions: Customer shall not (i) sublicense, resell, or commercially exploit the Service, (ii) reverse-engineer, decompile, or disassemble the Service, or (iii) use the Service in violation of applicable laws.
3. FEES & PAYMENT
3.1. Fees: Customer agrees to pay the applicable Subscription Fees as set forth at the time of purchase.
3.2. Billing & Payment: Fees are charged on a recurring basis, and Customer authorizes Provider to process payment via the selected payment method. Provider is entitled to retain Customer Data for internal use, including but not limited to improving service offerings, analytics, and compliance with legal obligations, unless specifically requested by the Customer to delete such data.
3.3. Failed Payments: If a payment fails, Provider will reattempt to charge the payment method up to three times before suspending access.
3.4. Refunds: Subscription Fees are non-refundable, except where required by law or explicitly agreed in writing. If Provider terminates the Agreement without cause, a pro-rata refund of prepaid Subscription Fees will be provided.
3.5. Taxes: Customer shall be responsible for any applicable taxes.
4. CUSTOMER DATA & PRIVACY
4.1. Data Ownership: Customer retains all rights to its data inputted into the Service or received from integrations.
4.2. Provider Data Usage: Customer grants Provider a non-exclusive, worldwide, royalty-free right to use Customer Data solely for the purpose of providing and improving the Service.
4.3. Privacy Compliance: Provider will process Customer Data in accordance with its Privacy Policy and applicable data protection laws, including UK GDPR.
4.4. Data Security & Breach Notification: Provider shall implement reasonable security measures to protect Customer Data but does not guarantee that security measures will prevent all unauthorized access. In the event of a data breach affecting Customer Data, Provider shall notify Customer via email within 72 hours, in compliance with UK GDPR requirements.
4.5. Data Transfers: If Customer Data is transferred outside the UK or EEA, Provider shall ensure appropriate safeguards are in place in accordance with UK GDPR.
5. CONFIDENTIALITY
5.1. Obligations: Both parties agree to maintain the confidentiality of Confidential Information and not disclose it to any third party without prior written consent.
5.2. Exclusions: Confidential Information does not include information that is publicly available or independently developed.
5.3. Survival: This confidentiality obligation survives termination of this Agreement.
6. TERM & TERMINATION
6.1. Termination by Customer: After any agreed minimum commitment period, Customer may terminate by providing 30 days' written notice.
6.2. Termination by Provider: Provider may terminate this Agreement if Customer breaches any term and fails to cure such breach within 10 days of notice. If Provider terminates the Agreement without cause, a pro-rata refund of prepaid Subscription Fees will be provided.
6.3. Effect of Termination: Upon termination, Customer’s access to the Service will be revoked, and Customer must cease use immediately. Any outstanding Fees remain due.
6.4. Survival: Sections on Confidentiality, Limitation of Liability, and Dispute Resolution survive termination.
7. WARRANTIES, LIABILITY & SERVICE AVAILABILITY
7.1. No Warranty: The Service is provided “as is” and “as available” without warranties of any kind.
7.2. Limitation of Liability: Provider’s total aggregate liability arising from this Agreement shall not exceed the total fees paid by Customer in the six (6) months preceding the claim.
7.3. Service Availability: Provider aims to maintain 99.5% uptime but does not guarantee uninterrupted access. Planned maintenance will be communicated at least 24 hours in advance, where possible.
8. INDEMNIFICATION
8.1. Customer Indemnity: Customer shall indemnify, defend, and hold Provider harmless against any claims, losses, or damages arising from:
(i) Customer’s misuse of the Service.
(ii) Customer’s violation of laws or third-party rights.
(iii) Customer’s integrations or modifications that result in legal claims.
8.2. Provider Limitation: Provider shall not be liable for any claims arising from Customer's use of the Service, except where such claims result directly from Provider's gross negligence or willful misconduct.
