Software Services Agreement

1. Definitions

Affiliate: In relation to a company, any subsidiary or holding company of that company, and any subsidiary of such a holding company.

Confidential Information: All confidential information disclosed by a party or its representatives, including: (a) the terms of this Agreement; (b) business, customer, supplier, product, or operational information; (c) technical information including processes, know-how, designs, and software; (d) any information developed by the parties as part of the Agreement. Documentation and Service performance data constitute Demand-Genius Confidential Information. Customer Data constitutes Customer Confidential Information.

Customer Data: Data inputted or provided by the Customer when using the Services.

Data Processing Addendum (DPA): The data processing agreement available at (or any updated address) governing Personal Data processing.

Data Protection Laws: The EU GDPR, UK GDPR, EU e-Privacy Directive, and applicable national data protection laws, as amended over time.

Documentation: User instructions and descriptions of the Services published by Demand-Genius.

Fees: Charges payable for the Services, as listed in the relevant Order.

Intellectual Property Rights: All proprietary rights including copyrights, patents, trademarks, design rights, database rights, trade secrets, and related rights, whether registered or unregistered.

Incident: Any vulnerability, virus, or security issue affecting the Services or Demand-Genius systems that may impact the Customer.

Order: Any online or written form that references these Terms and confirms the Customer’s subscription.

Representatives: Employees, contractors, subcontractors, advisers, and officers of a party.

Services: Demand-Genius’s cloud-based software services and associated support.

Support Services: Technical support, updates, and incident management provided by Demand-Genius.

Trial Period: Any trial period specified in the Order.

Virus: Any harmful code intended to degrade or impair systems.

Vulnerability: A weakness in software or hardware that may compromise confidentiality, integrity, or availability.

2. Term of this Agreement

The Agreement begins on the Effective Date and continues for the Initial Term specified in the Order. It renews automatically for subsequent terms unless cancelled as stated in the Agreement.

3. Rights to Use the Services and Intellectual Property

Demand-Genius retains all Intellectual Property Rights in the Services, Documentation, and related materials. The Customer receives a non-exclusive, non-transferable licence to use the Services for internal business purposes. Customer Data remains the Customer’s property. Demand-Genius may create anonymised metadata and retains ownership of such metadata. Feedback provided by the Customer may be used and owned by Demand-Genius.

4. Demand-Genius’ Obligations

Demand-Genius will provide the Services with reasonable care and skill and make commercially reasonable efforts to correct non-conformities. The warranty does not apply where issues arise from misuse, unsupported systems, Customer instructions, or unmaintained updates. The Services are provided “as is” and may experience delays inherent to internet services.

5. Customer Obligations

The Customer must cooperate with Demand-Genius, use the Services legally, secure login details, maintain its own networks, and comply with instructions. The Customer must not misuse the Services, breach intellectual property, attempt to access code, transmit viruses, or permit unauthorised access.

5a. Fair Usage Policy

To ensure the Services remain reliable, performant, and available for all customers, usage must remain within reasonable and intended norms for the applicable plan. This includes use of automated, programmatic, or AI-driven features. Where usage creates an excessive or disproportionate load on Demand-Genius systems, or materially deviates from typical usage patterns, Demand-Genius may apply reasonable measures such as rate limiting, temporary throttling, or engaging with the customer to agree an appropriate plan or usage approach. Any such measures will be applied proportionately and, where practicable, in coordination with the customer.

6. Fees and Payment

Payment is due per the Order. If paying via card, charges occur automatically. Late payments accrue interest and may result in suspension. Demand-Genius may increase Fees at renewal with notice.

7. Data Protection

Parties must comply with Data Protection Laws. Where Demand-Genius processes Personal Data as a processor, the DPA applies. Account Information is handled per the Privacy Policy.

8. Confidentiality

Both parties must protect each other’s Confidential Information and restrict disclosure except to authorised representatives or where legally required. These obligations last 3 years after termination.

9. Service Levels

Demand-Genius targets 99% uptime during business hours and aims for 24/7 availability except for planned or emergency maintenance.

10. Beta Services

Beta features are provided “as-is”, without warranty, and may be modified or withdrawn without notice. They may not be reliable and are excluded from SLAs.

11. Indemnity

The Customer indemnifies Demand-Genius against claims arising from misuse or Customer Data infringement. Demand-Genius indemnifies the Customer for third-party IP infringement claims relating to the Services. Each party has obligations for notice, cooperation, and conduct of defence.

12. Limitation of Liability

Neither party excludes liability for indemnities, payment obligations, IP misuse, death or injury, fraud, or other non-excludable liabilities. Neither party is liable for indirect losses, loss of profits, or data loss. Each party’s total liability is capped at Fees paid in the prior 12 months.

13. Termination

Either party may terminate for material breaches or insolvency events. Upon termination, rights cease, Customer Data may be deleted after 30 days unless retrieval is requested, and accrued rights survive termination.

14. Uncontrollable Events

Neither party is liable for failures caused by events beyond reasonable control (force majeure). If such events persist for 45 days, either party may terminate with notice.

15. General

No third-party rights are created. The parties remain independent contractors. Assignment is restricted except in corporate reorganisations. Marketing references may be used. The Agreement is the entire agreement and governed by the laws of England and Wales. Notices must be provided to the addresses specified.

1. Introduction

This Data Processing Addendum (“DPA”) forms part of the Agreement between Demand-Genius and the Customer and governs the processing of Personal Data by Demand-Genius on behalf of the Customer. It reflects the Parties’ agreement on data protection, including the requirements of applicable Data Protection Laws.

2. Definitions

“Data Protection Laws” means all laws relating to the processing of Personal Data, including the UK GDPR, EU GDPR, and the EU ePrivacy Directive.

“Personal Data” means any information relating to an identified or identifiable natural person processed under the Agreement.

“Processing” means any operation performed on Personal Data, including storage, retrieval, transmission, or erasure.

“Data Controller” means the party determining the purposes and means of processing Personal Data.

“Data Processor” means the party processing Personal Data on behalf of the Data Controller.

“Sub-processor” means any third party appointed by Demand-Genius to process Personal Data.

3. Roles of the Parties

The Customer is the Data Controller and Demand-Genius is the Data Processor, except where Demand-Genius processes Account Information as a Controller under its Privacy Policy.

4. Customer Instructions

Demand-Genius will process Personal Data only on documented instructions from the Customer unless required by law. The Customer is responsible for ensuring instructions are lawful and compatible with the Agreement.

5. Demand-Genius Obligations

Demand-Genius will:

• implement appropriate technical and organisational measures to protect Personal Data;
• ensure staff with access to Personal Data are bound by confidentiality obligations;
• assist the Customer in responding to data subject rights requests;
• notify the Customer without undue delay of any Personal Data Breach;
• provide information necessary to demonstrate compliance with this DPA.

6. Security Measures

Demand-Genius shall implement security measures appropriate to the risk, including:

• access control and authentication;
• encryption of data in transit;
• logging and monitoring;
• regular vulnerability assessments;
• business continuity safeguards.

7. Sub-processors

The Customer authorises Demand-Genius to appoint Sub-processors as required for service delivery. A current list is available in the Sub-processors Tab of this page. Demand-Genius will ensure Sub-processors are bound by equivalent data protection obligations. The Customer may subscribe to updates regarding new Sub-processors.

8. International Transfers

If Demand-Genius transfers Personal Data outside the UK or EEA, it will ensure appropriate safeguards are in place (e.g., Standard Contractual Clauses or adequacy decisions). Customers may request a copy of applicable transfer mechanisms.

9. Personal Data Breaches

Demand-Genius will notify the Customer without undue delay after becoming aware of a Personal Data Breach. Notifications will include sufficient information for the Customer to assess the impact and meet its legal reporting obligations.

10. Assistance with Data Subject Rights

Demand-Genius will assist the Customer in responding to requests from Data Subjects, including rights of access, rectification, erasure, objecting to processing, and data portability.

11. Data Return and Deletion

Upon termination of the Agreement, Demand-Genius will delete or return all Personal Data to the Customer after 30 days unless otherwise required by law. Metadata and anonymised data may be retained.

12. Audit Rights

The Customer may request an audit of Demand-Genius’s processing activities no more than once per 12-month period, unless required following a Personal Data Breach. Audits must be reasonable, pre-notified, and not interfere with Demand-Genius operations. Demand-Genius may fulfil audit requests by providing third-party certifications or summaries of controls.

13. Liability

Liability under this DPA is subject to the limitations set out in the Agreement. Nothing limits liabilities that cannot be lawfully limited under Data Protection Laws.

14. Governing Law

This DPA is governed by the laws of England and Wales, and disputes will be subject to the exclusive jurisdiction of the English courts.

Demand-Genius uses the following third-party Sub-processors to support the delivery of its Services. Each Sub-processor is subject to a written agreement containing data protection obligations equivalent to those in the DPA.

Current Sub-processors

Updates to This List

If Demand-Genius adds or replaces a Sub-processor, Customers will be notified according to the terms of the DPA. Customers may object to new Sub-processors where permitted under Data Protection Laws.

Contact

For questions regarding Sub-processors or data protection, please contact: legal@demand-genius.com