Terms of Service

1. About these Terms

These Terms of Service ("Terms") form a binding agreement between Serval Systems Limited, a company registered in England and Wales under company number [NUMBER] with its registered office at 124-128 Kemp House, City Road, London EC1V 2NX ("Serval", "we", "us"), and the business that subscribes to the Service ("Customer", "you").

By signing an Order Form referencing these Terms, clicking to accept these Terms, or accessing or using the Service, the Customer agrees to be bound by these Terms. If you are accepting on behalf of a business, you warrant that you have authority to do so.

2. Definitions

3. The Service

Serval is a multi-tenant sales CRM and growth platform that may include, depending on the plan and modules enabled: lead and contact management, calendar slot booking, telephony integration, AI-assisted summarisation and content generation, productivity reporting, and connected workflows.

We will provide the Service in accordance with these Terms, the applicable Order Form, and the Documentation. We may update the Service from time to time. We will not materially reduce the core functionality of the Service during a paid Subscription Term.

4. Accounts and Authorised Users

4.1 Account creation

To use the Service, the Customer must create an account and designate at least one administrator. The Customer is responsible for the accuracy of information provided and for keeping account credentials secure.

4.2 Authorised Users

The Customer may grant access to Authorised Users up to the limits in the applicable Order Form. The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own.

4.3 Account security

The Customer must promptly notify us of any unauthorised use of its account or any suspected security breach. We are not liable for losses caused by failure to keep credentials secure.

5. Fees and payment

5.1 Fees

The Customer agrees to pay the Fees specified in the Order Form. Unless stated otherwise, Fees are in pounds sterling, exclusive of VAT and other applicable taxes.

5.2 Invoicing

Fees are invoiced in advance for the Subscription Term unless otherwise agreed. Usage-based charges (for example, additional seats or telephony minutes) are invoiced in arrears.

5.3 Payment terms

Invoices are payable within 14 days of issue unless otherwise stated on the Order Form. Card payments are processed automatically on the due date through our payment processor.

5.4 Late payment

If an invoice is overdue we may (a) charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, (b) suspend access to the Service on 7 days' notice, and (c) terminate the agreement under section 13.

5.5 Price changes

We may change Fees with at least 30 days' written notice prior to the start of the next Renewal Term. The Customer's continued use of the Service into the Renewal Term constitutes acceptance of the new Fees.

6. Customer Data and licence

6.1 Ownership

As between the parties, the Customer owns all right, title, and interest in and to Customer Data. We claim no ownership over Customer Data.

6.2 Licence to us

The Customer grants us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, and display Customer Data solely to the extent necessary to provide and improve the Service, comply with the Customer's instructions, and meet our legal obligations.

6.3 Aggregated data

We may generate aggregated and de-identified statistics about use of the Service ("Aggregated Data") and use them for any lawful purpose, including product improvement and benchmarking. Aggregated Data will not identify the Customer, any Authorised User, or any individual.

6.4 Responsibility for Customer Data

The Customer is responsible for the lawfulness, accuracy, and quality of Customer Data, and for obtaining any consents, providing any notices, and meeting any other legal requirements (including under data protection law and rules on direct marketing) that apply to its use of the Service.

7. Acceptable use

The Customer must not, and must not permit any Authorised User or third party to:

• Use the Service in violation of any applicable law, including data protection, consumer protection, electronic communications, anti-spam, and telemarketing rules (including PECR and the Telephone Preference Service in the UK).
• Use the Service to send unsolicited marketing communications where prohibited by law, or to contact numbers registered on Do Not Call lists in breach of applicable rules.
• Upload, store, or transmit unlawful, infringing, defamatory, obscene, or harmful content.
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service, except to the extent permitted by mandatory law.
• Resell, sublicense, or make the Service available to third parties on a service-bureau, time-sharing, or similar basis, except as expressly permitted.
• Use the Service to build a competing product or to benchmark and publish results without our prior written consent.
• Attempt to circumvent or disable security or usage limits, or interfere with the operation of the Service for other customers.
• Upload viruses, malware, or any other code intended to harm the Service or its users.
• Use AI features to generate content that is defamatory, deceptive, discriminatory, infringing, or otherwise unlawful.

We may suspend access to the Service immediately if we reasonably believe the Customer or an Authorised User has materially breached this section.

8. Third-party integrations

The Service integrates with third-party products (including, depending on the modules enabled, Aircall, Google Workspace, HubSpot, HeyGen, YouTube, Stripe, Twilio, and AI providers). Use of those products is subject to the relevant third party's own terms and privacy policies. We are not responsible for third-party products and do not warrant their availability or accuracy. Changes by third parties may affect the operation of related Service features.

9. Service availability

We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week. We may schedule maintenance windows and emergency maintenance; we will give reasonable notice where practicable.

Any specific availability commitment (uptime SLA) will be set out in the applicable Order Form or a separate Service Level Schedule. In the absence of such a schedule, no specific availability percentage is guaranteed.

10. Intellectual property

We and our licensors retain all right, title, and interest in and to the Service, the Documentation, and any improvements, modifications, or derivative works of any of the foregoing, including all intellectual property rights therein. Except for the limited rights expressly granted in these Terms, no rights are granted to the Customer.

If the Customer or an Authorised User submits suggestions, ideas, or feedback about the Service, we may use them without restriction or compensation.

11. Confidentiality

Each party ("Recipient") may have access to confidential information of the other ("Discloser"). Confidential Information means non-public information disclosed in connection with these Terms that is identified as confidential or that a reasonable person would understand to be confidential.

The Recipient will (a) use Confidential Information only to perform under these Terms, (b) protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and (c) limit access to those who need to know and are bound by similar confidentiality obligations.

Confidentiality obligations do not apply to information that is or becomes publicly available without breach, was known prior to disclosure, is independently developed without use of the Confidential Information, or is required to be disclosed by law (provided the Recipient gives the Discloser reasonable notice where lawful).

12. Data protection

To the extent we process personal data on behalf of the Customer as part of the Service, we do so as a processor and the Customer is the controller. Our processing is governed by our Data Processing Agreement ("DPA"), which is incorporated into these Terms by reference and is available at [URL].

Each party will comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. Our privacy practices in respect of data we process as a controller are described in our Privacy Policy.

13. Warranties and disclaimers

13.1 Mutual warranties

Each party warrants that it has the right and authority to enter into these Terms and to perform its obligations under them.

13.2 Our warranty

We warrant that the Service will perform materially in accordance with the Documentation during a paid Subscription Term. If we breach this warranty, the Customer's exclusive remedy is for us to use reasonable efforts to correct the non-conformity or, if we cannot, to terminate the affected portion of the Service and refund any prepaid Fees for the unused remainder of the Subscription Term.

13.3 AI features

AI-generated outputs (summaries, suggested outcomes, drafted content, transcripts) are produced by statistical models and may contain errors, omissions, or inaccuracies. The Customer is responsible for reviewing and validating AI outputs before relying on them, especially for any communication sent to prospects or any record kept for compliance purposes. We make no warranty as to the accuracy of AI outputs.

13.4 Disclaimer

14. Limitation of liability

14.1 Excluded losses

Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, business, goodwill, anticipated savings, or data, however arising, even if advised of the possibility of such loss.

14.2 Cap

Each party's total aggregate liability arising out of or related to these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the total Fees paid or payable by the Customer to us in the 12 months immediately preceding the event giving rise to the claim.

14.3 Exclusions from the cap

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under English law, including liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be limited by law. The cap in section 14.2 does not apply to the Customer's obligation to pay Fees, or to either party's indemnification obligations under section 15.

15. Indemnification

15.1 By us

We will defend the Customer against any third-party claim that the Service, when used by the Customer in accordance with these Terms, infringes the intellectual property rights of that third party, and we will pay damages and costs finally awarded against the Customer by a court of competent jurisdiction or agreed in settlement. If the Service becomes, or in our opinion is likely to become, the subject of such a claim, we may at our option (a) procure the right to continue using it, (b) modify it to be non-infringing, or (c) terminate the affected Service and refund prepaid unused Fees.

15.2 By the Customer

The Customer will defend us against any third-party claim arising from (a) Customer Data, (b) the Customer's use of the Service in breach of these Terms or applicable law (including data protection or anti-spam law), or (c) any communication sent through the Service to a prospect or contact, and will pay damages and costs finally awarded or agreed in settlement.

15.3 Procedure

The indemnified party must (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defence and settlement (provided no settlement requires admission of liability by the indemnified party without consent), and (c) provide reasonable cooperation.

16. Term and termination

16.1 Term

These Terms start on the effective date of the first Order Form and continue until all Subscription Terms have expired or these Terms are terminated.

16.2 Auto-renewal

Each Subscription Term will automatically renew for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

16.3 Termination for cause

Either party may terminate these Terms (or an affected Order Form) with immediate effect by written notice if the other party (a) materially breaches these Terms and fails to cure within 30 days of written notice, or (b) becomes insolvent, enters administration, makes an arrangement with its creditors, or ceases to trade.

16.4 Effect of termination

On termination or expiry: (a) the Customer's right to access the Service ends; (b) the Customer will pay any outstanding Fees; (c) we will, on request made within 30 days of termination, make Customer Data available for export in a commonly used format; and (d) after that 30-day period, we may delete Customer Data, subject to any legal retention obligations.

16.5 Survival

Sections that by their nature should survive termination will do so, including sections on Fees accrued, intellectual property, confidentiality, data protection, disclaimers, limitation of liability, indemnification, and governing law.

17. Suspension

We may suspend the Service or an Authorised User's access immediately if we reasonably believe that (a) the Customer's use poses a security risk to the Service or to others, (b) the Customer is in material breach of these Terms (including section 7 — Acceptable Use), (c) we are required to do so by law, or (d) Fees are overdue. Where practicable we will give prior notice and an opportunity to cure.

18. Changes to these Terms

We may amend these Terms from time to time. We will give the Customer at least 30 days' notice of any material changes. The Customer's continued use of the Service after the effective date of the changes constitutes acceptance of the revised Terms. If the Customer does not accept a material change, the Customer may terminate by written notice before the effective date and receive a pro-rata refund of prepaid, unused Fees.

19. Beta and preview features

From time to time we may make features available that are labelled "beta", "preview", "early access", or similar ("Beta Features"). Beta Features are provided "as is", may be discontinued at any time, and are excluded from any service-level commitment and from our infringement indemnity under section 15.1. Use of Beta Features is voluntary.

20. Publicity

We may identify the Customer as a user of the Service and use the Customer's name and logo on our website, sales materials, and similar communications. The Customer may withdraw this permission at any time by notifying us in writing.

21. General

21.1 Entire agreement

These Terms, together with the applicable Order Form, the DPA, and any documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior agreements on the same subject matter.

21.2 Order of precedence

If there is a conflict between these Terms and an Order Form, the Order Form prevails for that order only. If there is a conflict between these Terms and the DPA in respect of personal data processing, the DPA prevails.

21.3 Assignment

Neither party may assign or transfer these Terms without the other's prior written consent, except that either party may assign to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets relating to these Terms.

21.4 Force majeure

Neither party will be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labour disputes, internet or telecommunications failures, and pandemics.

21.5 Notices

Notices must be in writing. Notices to us should be sent to [legal@serval.example] with a copy to 124-128 Kemp House, City Road, London EC1V 2NX. Notices to the Customer will be sent to the email address associated with the Customer's account or the address on the Order Form.

21.6 No waiver

Failure to enforce a provision is not a waiver of the right to enforce it later.

21.7 Severability

If any provision is held unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

21.8 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

21.9 No third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

21.10 Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, except that we may bring proceedings to protect our intellectual property rights in any jurisdiction.