CX SignalsTerms of Service
Last updated: [DATE]
Draft — not yet reviewed by a lawyer. This is a starting point, not a contract you should rely on. Fill in every bracketed placeholder and have it reviewed by a qualified solicitor or attorney before signing up a paying customer. Limitation of liability and indemnity clauses in particular are jurisdiction-specific and are the ones that matter most if something goes wrong. Delete this box once reviewed.
1. Agreement
These terms form an agreement between you (“Customer”) and [LEGAL ENTITY NAME], registered in [JURISDICTION] under company number [NUMBER] (“we”, “us”). By accessing or using CX Signals (the “Service”) you agree to them. If you are agreeing on behalf of an organisation, you confirm you have the authority to bind it.
2. The Service
CX Signals monitors publicly available information about companies you nominate, interprets that information, and produces summaries and suggested talking points for use by your customer success team. We may change, improve, or discontinue features over time. We will give reasonable notice before removing a feature you materially rely on.
3. Accounts and access
Accounts are issued by invitation. You are responsible for keeping credentials secure, for all activity under your account, and for ensuring that everyone you invite to your workspace complies with these terms. Tell us promptly at security@cx-signals.com if you believe an account has been compromised.
4. Acceptable use
You agree not to:
- Use the Service to monitor individuals rather than companies, or for surveillance, profiling, or harassment of any person.
- Use output from the Service to make decisions about a person's employment, credit, housing, insurance, or any other matter with a legal or similarly significant effect on them.
- Resell, sublicense, or redistribute the Service or its output as a standalone product.
- Attempt to reverse engineer, scrape, or circumvent rate limits, spend caps, or access controls.
- Upload unlawful material, or material you have no right to supply to us.
- Use the Service in breach of any applicable law, sanction, or export control.
5. Fees and billing
The Service is billed per analysis run, at the rates published at cx-signals.com/pricing or as otherwise agreed in writing. A run that fails is not billed. Fees are exclusive of VAT and any other applicable taxes, which are your responsibility.
Invoices are issued [monthly in arrears] and payable within [14] days. We may suspend access to accounts more than [30] days overdue after giving notice. We may change our prices on [30] days' written notice; changes do not apply to a billing period already begun.
6. Your data
You retain all rights in the data you put into the Service. You grant us a limited licence to process it solely to provide and support the Service. Our handling of personal data is described in our Privacy Policy, which forms part of these terms. [IF APPLICABLE: Where we process personal data on your behalf, the data processing agreement at [LINK] applies and takes precedence in the event of conflict.]
You are responsible for ensuring you have the right to supply us with the data you put into the Service, including any personal data it contains.
7. Accuracy — please read this one
The Service retrieves information from third-party sources and uses automated language models to interpret it. Both can be wrong. Output may be incomplete, out of date, mistaken about which company an item refers to, or confidently incorrect.
Output from the Service is informational only and is not advice. Every talking point links to the source it was drawn from precisely so you can verify it. You must exercise your own professional judgement before acting on anything the Service produces, and you should not present its output to a customer as fact without checking the underlying source. We give no warranty that the output is accurate, complete, or fit for any particular purpose.
8. Third-party content
The Service surfaces links to and short extracts from third-party publications. Those publications remain the property of their owners and are subject to their own terms. We do not endorse them and are not responsible for their content.
9. Intellectual property
We own the Service, its software, and its underlying taxonomy and methods. Nothing in these terms transfers that ownership. Subject to your payment of fees, we grant you a non-exclusive, non-transferable right to use the Service and its output for your internal business purposes for the duration of this agreement.
If you send us feedback or suggestions, we may use them without obligation or compensation.
10. Confidentiality
Each party may receive confidential information from the other. Neither will disclose it to third parties except to employees, contractors, and advisers who need to know it and are bound by comparable obligations, or where disclosure is required by law. This obligation survives termination for [3] years.
11. Availability
We aim to keep the Service available but do not commit to a specific uptime figure unless we have agreed a separate service level agreement with you in writing. Scheduled maintenance and third-party provider outages may cause interruptions.
12. Beta and pilot terms
Where you are participating in a pilot or using a feature designated as beta, that access is provided as-is and may be modified or withdrawn at any time. Sections 7 and 13 apply with particular force to such access.
13. Limitation of liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.
Subject to that, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or loss of or damage to goodwill, however arising.
Subject to the above, each party's total aggregate liability arising out of or in connection with this agreement is limited to the total fees paid or payable by you in the [12] months preceding the event giving rise to the claim. [CONFIRM this cap with your lawyer and your insurer — it is the single most consequential number in this document.]
14. Indemnity
You will indemnify us against claims arising from your breach of section 4 (Acceptable use) or from data you supplied to the Service that you had no right to supply. [YOUR LAWYER SHOULD ASSESS whether a reciprocal IP indemnity from us is appropriate.]
15. Term and termination
This agreement runs until terminated. Either party may terminate on [30] days' written notice, or immediately if the other commits a material breach that is not remedied within [14] days of notice. On termination your access ends and any accrued fees fall due. You may request an export of your data within [30] days of termination, after which we may delete it in accordance with our Privacy Policy.
16. General
These terms, together with the Privacy Policy and any order form, are the entire agreement between us. Neither party may assign without the other's consent, except to a successor in a merger or sale of substantially all assets. If any provision is held unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it. There are no third-party beneficiaries.
17. Governing law
These terms are governed by the laws of [JURISDICTION], and the courts of [JURISDICTION] have exclusive jurisdiction over any dispute arising from them.
18. Contact
[LEGAL ENTITY NAME]
[REGISTERED ADDRESS]
legal@cx-signals.com