# Subscription Agreement (B2B SaaS) **Document type:** UK B2B software-as-a-service subscription agreement **Version:** 2026-07-24 **Effective date:** 24 July 2026 **Governing law:** England and Wales > **Draft for solicitor review — not legal advice.** > This document is a working template for Field Sales Companion / Novaztra. Placeholders in `[SQUARE BRACKETS]` must be completed before commercial use. Acceptance of this clickwrap does not guarantee legal protection. Have a qualified solicitor review before relying on it. --- ## Parties **Supplier (Operator):** `[OPERATOR LEGAL NAME]`, company number `[OPERATOR COMPANY NUMBER]`, registered office `[OPERATOR REGISTERED OFFICE]` (“**Supplier**”, “**we**”, “**us**”). **Customer (Campaign / Subscriber):** the company that accepts this Agreement through its authorised CEO/owner account (“**Customer**”, “**you**”). Each a “**Party**” and together the “**Parties**”. --- ## 1. Definitions - **Agreement** means this Subscription Agreement, including Schedule 1 (Data Processing). - **Authorised Users** means the Customer’s employees and contractors whom the Customer invites to use the Service under the Customer’s company tenancy. - **Customer Data** means data submitted to the Service by the Customer or its Authorised Users (including visits, customers, photos, notes, balances, and account requests). - **Fees** means the subscription charges described in the order confirmation or platform billing record (manual billing in v1). - **Service** means the Field Sales Companion / Novaztra multi-tenant software platform (web and mobile clients) provided by the Supplier. - **Subscription Term** means the period during which the Customer is entitled to use the Service subject to this Agreement and payment status. --- ## 2. Licence and scope 2.1 Subject to this Agreement and payment of Fees, the Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable right for Authorised Users to access and use the Service during the Subscription Term solely for the Customer’s internal field-sales operations. 2.2 The Service is provided as multi-tenant SaaS. The Customer receives no ownership of the software, infrastructure, or Supplier trademarks. 2.3 The Supplier may update the Service (features, UI, security patches) provided the core purpose remains substantially the same. --- ## 3. Authorised Users and Customer obligations 3.1 Only invited Authorised Users may access the Customer’s tenancy. The Customer is responsible for invite codes, role assignments (CEO / supervisor / rep), and promptly revoking access when someone leaves. 3.2 The Customer shall ensure Authorised Users comply with this Agreement, the end-user Terms of Service, and the Privacy Policy. 3.3 The Customer shall not (and shall not permit others to): reverse engineer the Service; probe or bypass security or Row Level Security controls; scrape or harvest data beyond normal product use; use the Service for unlawful activity; or share login credentials. 3.4 The Customer is responsible for the accuracy and lawfulness of Customer Data, including obtaining any consents required for workplace monitoring, location capture, and identity documents uploaded by Authorised Users. --- ## 4. Fees, invoicing, and late payment 4.1 Fees are as agreed in writing or recorded in the platform billing metadata (currency: GBP unless otherwise stated). 4.2 Invoices / payment requests are issued manually unless the Parties later agree an automated billing integration. No payment-card processing is included in this version unless separately agreed. 4.3 If Fees are overdue, the Supplier may mark the subscription **overdue** and, after notice, **suspend** access under clause 5. 4.4 Fees are exclusive of VAT unless stated otherwise. The Customer shall provide a valid VAT number where applicable (`[CUSTOMER VAT / BILLING DETAILS AS RECORDED]`). --- ## 5. Suspension 5.1 The Supplier may suspend the Customer’s access to the Service if: (a) Fees remain unpaid after the due date; (b) the Customer materially breaches this Agreement; or (c) suspension is reasonably necessary for security or legal compliance. 5.2 While suspended: Authorised Users cannot use operational features; outstanding invite codes may be revoked; and Customer Data is retained for the retention period in clause 6. 5.3 The Supplier will restore access when the cause of suspension is remedied (e.g. Fees paid) and the Supplier confirms restoration. --- ## 6. Retention and permanent deletion (30 days) 6.1 After suspension, the Supplier retains Customer Data for **thirty (30) days** from the suspension date (`purge_after`). 6.2 During that period the Customer may request export of Customer Data reasonably available through the Service or by written notice to `[OPERATOR NOTICE EMAIL]`. 6.3 After the 30-day retention period, the Supplier may **permanently delete** the Customer’s tenancy data (visits, customers, photos, balances, routes, invites, and related operational records). Auth account identities may be retained separately. 6.4 Permanent deletion is irreversible. The Supplier is not obliged to recover deleted tenancy data after purge. --- ## 7. Acceptable use The Customer shall not use the Service to store or transmit malware; infringe others’ rights; process special-category data except as necessary and lawful for the Customer’s operations and documented in Schedule 1; or overload the Service through automated abuse. --- ## 8. Intellectual property 8.1 The Supplier and its licensors own all IP in the Service. 8.2 The Customer retains ownership of Customer Data. The Customer grants the Supplier a limited licence to host, process, and display Customer Data solely to provide the Service. --- ## 9. Confidentiality Each Party shall keep confidential the other Party’s non-public business information obtained under this Agreement and use it only to perform this Agreement, except where disclosure is required by law or to professional advisers under confidentiality. --- ## 10. Service availability and support 10.1 The Supplier will use reasonable efforts to keep the Service available, subject to maintenance, third-party outages (including hosting, auth, and database providers), and force majeure. 10.2 Support contact: `[OPERATOR SUPPORT EMAIL / CHANNEL]`. Support hours: `[SUPPORT HOURS]`. 10.3 No uptime SLA percentage is guaranteed in this draft unless separately agreed in writing. --- ## 11. Third-party services The Service relies on third-party providers (including Supabase for database/auth/storage and the web host). The Supplier is not liable for failures solely caused by those providers beyond the Supplier’s reasonable control, except as required by law. --- ## 12. Data protection 12.1 Each Party shall comply with applicable UK data protection law (including UK GDPR and the Data Protection Act 2018). 12.2 Where the Supplier processes personal data on behalf of the Customer, Schedule 1 (Data Processing) applies. 12.3 The Customer is the controller of Customer Data relating to its business contacts and Authorised Users’ workplace activity unless mandatory law provides otherwise. The Supplier acts as processor for that Customer Data when providing the Service. --- ## 13. Security The Supplier implements reasonable technical and organisational measures appropriate to the risk, including authentication, encryption in transit (HTTPS), and database access controls (Row Level Security). No system is perfectly secure; the Customer must also protect its credentials and devices. --- ## 14. Export and exit 14.1 During an active or suspended (pre-purge) subscription, the Customer may request a reasonable export of Customer Data. 14.2 After permanent deletion under clause 6, export is unavailable. --- ## 15. Warranties 15.1 Each Party warrants it has authority to enter this Agreement. 15.2 The Service is provided on an “as is” and “as available” basis to the fullest extent permitted by law. The Supplier does not warrant uninterrupted or error-free operation. --- ## 16. Indemnity The Customer shall indemnify the Supplier against claims arising from: (a) Customer Data that is unlawful or infringing; (b) Authorised Users’ misuse of the Service; or (c) the Customer’s breach of this Agreement — except to the extent caused by the Supplier’s negligence or wilful misconduct. --- ## 17. Liability 17.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited under English law. 17.2 Subject to 17.1, the Supplier’s total aggregate liability under this Agreement in any 12-month period is limited to the Fees paid by the Customer for that period (or `[LIABILITY CAP PLACEHOLDER]` if higher/lower is agreed in writing). 17.3 Subject to 17.1, neither Party is liable for indirect or consequential loss, loss of profits, loss of goodwill, or loss of data (except for the Supplier’s failure to apply the retention/deletion process in clause 6 with reasonable care). --- ## 18. Term and termination 18.1 This Agreement starts when the Customer’s CEO/owner accepts it in the Service and continues until terminated or the tenancy is purged. 18.2 Either Party may terminate for material breach not remedied within thirty (30) days of written notice. 18.3 The Supplier may terminate if Fees remain unpaid after suspension and the retention period ends with purge. 18.4 Clauses that by nature should survive (IP, confidentiality, liability, data protection, governing law) survive termination. --- ## 19. Notices Notices under this Agreement shall be sent to `[OPERATOR NOTICE EMAIL]` for the Supplier and to the Customer’s billing email on record (or the accepting CEO’s account email). --- ## 20. Variation The Supplier may update this Agreement by publishing a new version and requiring CEO re-acceptance for material changes. Continued use after required acceptance constitutes agreement to the new version. --- ## 21. Force majeure Neither Party is liable for delay or failure caused by events beyond reasonable control (including outages of critical third-party infrastructure), provided the affected Party mitigates where practicable. --- ## 22. Assignment The Customer may not assign this Agreement without the Supplier’s prior written consent. The Supplier may assign to an affiliate or successor in connection with a corporate reorganisation or sale of the Service. --- ## 23. Entire agreement This Agreement (plus any written order confirmation and Schedule 1) is the entire agreement regarding the subscription and supersedes prior proposals on the same subject. End-user Terms and Privacy remain separate and bind individual users. --- ## 24. Governing law and jurisdiction This Agreement is governed by the laws of **England and Wales**. The courts of England and Wales have exclusive jurisdiction, subject to mandatory consumer protections that do not apply to this B2B contract. --- ## Schedule 1 — Data Processing (summary) 1. **Subject matter:** hosting and processing Customer Data to provide the Service. 2. **Duration:** Subscription Term plus retention under clause 6. 3. **Nature/purpose:** storage, retrieval, display, backup as part of SaaS delivery. 4. **Types of personal data:** names, contact details, location/visit metadata, photos, workplace notes, account-request identity documents as submitted by Authorised Users. 5. **Data subjects:** Customer staff (Authorised Users) and Customer’s business contacts as recorded by Authorised Users. 6. **Sub-processors:** hosting/database/auth/storage providers used to run the Service (currently including Supabase and the web host). The Supplier will keep a reasonable list available on request to `[OPERATOR NOTICE EMAIL]`. 7. **Security:** as clause 13. 8. **International transfers:** if personal data is transferred outside the UK, the Supplier will ensure an appropriate transfer mechanism under UK GDPR. 9. **Assistance:** the Supplier will provide reasonable assistance with data-subject requests and security incidents relating to Customer Data, at the Customer’s cost where the request is excessive or caused by the Customer. 10. **Deletion/return:** as clause 6 and 14. --- ## Acceptance (clickwrap) By clicking **“I accept the Subscription Agreement”** as the Customer’s CEO/owner, you confirm that: 1. you are authorised to bind the Customer; 2. you have read this version (`2026-07-24`); and 3. the Customer agrees to be bound by this Agreement. Platform operators and non-CEO Authorised Users cannot accept this Agreement on the Customer’s behalf. --- Effective 24 July 2026. Draft for solicitor review — not legal advice.