Terms of Service

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 https://www.demand-genius.com/terms (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 keep Services reliable, usage must not exceed reasonable norms or place excessive burden on infrastructure. Demand-Genius may throttle, suspend, or require upgrades where excessive usage is detected.

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.