Effective Date: [Date]
PARTIES:
(1) Angel Investment Technology Ltd (AIT), a company registered in England and Wales with company number 14939318 whose registered office is at Wellington House, Aviator Court, Clifton Moor, York YO30 4UZ (the "Service Provider"); and
(2) [INSERT INSTITUTION LEGAL NAME], with a principal place of business at [INSERT INSTITUTION ADDRESS] (the "Institution").
BACKGROUND
(A) The Service Provider owns and operates the Ignite software-as-a-service platform designed to support entrepreneurship and innovation within educational and corporate environments (the "Platform").
(B) The Institution wishes to subscribe to the Platform to provide its Authorised Users with access to the entrepreneurship support tools and resources offered by the Service Provider.
(C) This Ignite Platform & Services Agreement, together with the corresponding Order Form, sets out the terms and conditions under which the Institution will access and use the Platform.
IT IS AGREED as follows:
1. DEFINITIONS
In this Agreement, the following terms shall have the following meanings:
"Agreement": This Ignite Platform & Services Agreement and the corresponding Order Form.
"Authorised Users": The Institution's employees, faculty, and enrolled students who are authorised by the Institution to use the Services.
"Business Day": A day other than a Saturday, Sunday, or public holiday in England.
"Confidential Information": Any information disclosed by one Party to the other which is marked as "confidential" or should reasonably be considered confidential.
"Data Protection Legislation": The UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any other applicable legislation.
"Documentation": The Service Provider's online user manuals, training materials, and support documentation relating to the Services.
"Go-Live Date": The date on which the Institution confirms in writing its intent to proceed with a full subscription after the Sandbox Evaluation Period, or the date the Service Provider makes the full, operational Platform available to the Institution.
"Initial Subscription Term": The initial term of the full subscription as set out in the Order Form.
"Institution Data": All data, content, business ideas, and personal data submitted by the Institution or its Authorised Users to the Platform.
"Intellectual Property Rights": All patents, copyright, trademarks, business names, software rights, database rights, and any other intellectual property rights, whether registered or unregistered.
"Internal Users": The Institution's enrolled students and staff who are granted access to the Platform under the mandatory Internal User Licence.
"Net Revenue": For the External User Programme, the gross revenue collected by the Service Provider from paying External Users, less any payment processing fees, taxes, and refunds.
"Order Form": The document signed by both Parties which specifies the commercial terms and incorporates this Agreement.
"Platform": The Ignite software-as-a-service platform owned and operated by the Service Provider.
"Renewal Period": A successive period of 12 months following the Initial Subscription Term or any subsequent Renewal Period, as described in Clause 10.1.
"Sandbox Environment": A limited, pre-release, non-production version of the Platform provided to the Institution for internal evaluation purposes only.
"Sandbox Evaluation Period": The period specified in the Order Form during which the Institution is granted access to the Sandbox Environment.
"Services": The subscription services provided by the Service Provider to the Institution under this Agreement, including access to the Platform and any associated support.
"Subscription Fees": The fees payable by the Institution for the Services as specified in the Order Form.
"Subscription Term": The Initial Subscription Term together with any subsequent Renewal Periods.
"User Cap": The maximum number of unique Internal Users and Sponsored Users permitted to access the Platform under the Institution's selected tier, as specified in the Order Form.
2. SUBSCRIPTION & LICENCE
2.1. Subject to the terms of this Agreement, the Service Provider grants the Institution a non-exclusive, non-transferable right to permit its Authorised Users to use the Services during the Subscription Term solely for the Institution's internal educational and business operations.
3. SERVICES
3.1. The Service Provider shall, during the Subscription Term, provide the Services and make available the Documentation to the Institution on and subject to the terms of this Agreement.
3.2. The Service Provider will use commercially reasonable efforts to make the Platform available 24 hours a day, seven days a week, except for planned or emergency maintenance.
3.3. The Service Provider will provide the Institution with technical support services during standard UK business hours.
4. INSTITUTION'S OBLIGATIONS
4.1. The Institution shall provide the Service Provider with all necessary cooperation and information as may be reasonably required by the Service Provider to provide the Services.
4.2. The Institution shall be responsible for its Authorised Users' compliance with this Agreement and the Platform's end-user terms of use.
4.3. The Institution shall use all reasonable endeavours to prevent unauthorised access to the Platform.
4.4. The Institution shall ensure that its Authorised Users do not:
(a) Engage in any harassing, threatening, intimidating, or stalking conduct.
(b) Use the Platform in a manner that could interfere with, disrupt, or inhibit other users.
(c) Impersonate another person or log into an account they are not authorised to access.
(d) Attempt to copy, modify, or reverse engineer the Platform.
5. CHARGES AND PAYMENT
5.1. The Institution shall pay the Subscription Fees to the Service Provider in accordance with this Clause 5 and the payment terms specified in the Order Form.
5.2. Initial Subscription Fees:
5.2.1. Access to the Sandbox Environment during the Sandbox Evaluation Period shall be provided free of charge.
5.2.2. No Subscription Fees shall become payable by the Institution unless and until the Institution provides written confirmation of its intent to proceed with a full subscription after the Sandbox Evaluation Period. This confirmation shall establish the Go-Live Date.
5.3. Payment for Services:
5.3.1. The Institution shall pay the annual Subscription Fees specified in the Order Form for the selected tier and corresponding User Cap.
5.3.2. The first invoice for the annual Subscription Fees will be issued on the Go-Live Date. Subsequent invoices will be issued on each anniversary of the Go-Live Date. All invoices are payable within 30 days.
5.4. External User Programme (Optional):
5.4.1. If activated via the Order Form, the Service Provider shall collect a User Fee (no less than £30.00/month) for "Paying Users" and pay the Institution a 35% share of the Net Revenue quarterly in arrears.
5.4.2. For "Sponsored Users," access is provided under the Institution's User Cap at no extra charge, provided the cap is not exceeded.
5.5. Fee Increases:
5.5.1. The Service Provider reserves the right to increase the annual Subscription Fees at the commencement of any Renewal Period by providing at least ninety (90) days' prior written notice.
5.5.2. If the Institution is designated as a "Foundational Client" in the Order Form, any fee increase shall be capped at the UK CPI annual inflation rate.
5.6. Late Payments: If the Institution fails to make payment by a due date, the Service Provider may suspend access to the Services and charge interest at a rate of 4% per annum above the Bank of England's base rate from time to time.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. The Institution acknowledges that all Intellectual Property Rights in the Services, the Platform, and the Documentation belong to the Service Provider. This Agreement does not grant the Institution any rights to, or in, such Intellectual Property Rights except for the limited licence granted in Clause 2.
6.2. The Institution owns all Intellectual Property Rights in its branding and the Institution Data.
6.3. The Institution grants the Service Provider a worldwide, royalty-free licence to use Institution Data solely for the purposes of providing, maintaining, and improving the Platform and Services.
6.4. Feedback: The Institution agrees that the Service Provider may use any feedback provided without notice or compensation. The Institution hereby assigns all rights in such feedback to the Service Provider.
7. CONFIDENTIALITY
7.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that is in the public domain.
7.2. Each party undertakes that it shall not disclose any Confidential Information of the other Party, except as permitted by this Agreement or required by law.
8. DATA PROTECTION
8.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
8.2. The Parties acknowledge that they are Independent Data Controllers.
9. LIMITATION OF LIABILITY
9.1. This Clause 9 sets out the entire financial liability of the Service Provider (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Institution.
9.2. Nothing in this Agreement limits or excludes liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation.
9.3. Subject to Clause 9.2, the Service Provider's total aggregate liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the greater of (a) £500 or (b) 100% of the total Subscription Fees paid or payable by the Institution in the preceding 12-month period.
10. TERM AND TERMINATION
10.1. This Agreement shall, unless otherwise terminated as provided in this Clause 10, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period.
10.2. Sandbox Evaluation and Option to Proceed:
10.2.1. At the end of the Sandbox Evaluation Period, the Institution shall notify the Service Provider in writing whether it wishes to proceed with a full subscription.
10.2.2. If the Institution elects not to proceed, this Agreement shall terminate automatically, subject to Clause 10.5.
10.3. Termination for Cause: Either Party may terminate this Agreement for a material breach that is not remedied within 30 days of notification.
10.4. Effect of Termination: Upon termination of this Agreement for any reason:
10.4.1. All licences granted under this Agreement shall immediately terminate.
10.4.2. The Service Provider shall cease providing the Services.
10.4.3. The Institution shall pay all outstanding unpaid invoices and interest due to the Service Provider.
10.5. Survival: Notwithstanding any termination, the following clauses shall survive and remain in full force and effect: Clause 1 (Definitions), Clause 6 (Intellectual Property Rights), Clause 7 (Confidentiality), Clause 8 (Data Protection), Clause 9 (Limitation of Liability), and Clause 11 (General).
11. GENERAL
11.1. Force Majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.
11.2. Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
11.3. Dispute Resolution: Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause.
11.4. Entire Agreement: This Agreement, together with the Order Form, constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.5. Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
11.6. Waiver: A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
11.7. Assignment: The Institution shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of the Service Provider.
Ignite Platform - Order Form & Commercial Schedule
1. Institution Details
Institution Legal Name: _________________________
Institution Address: _________________________
Primary Contact Name & Title: _________________________
Primary Contact Email: _________________________
Accounts Payable Email: _________________________
2. Sandbox Evaluation & Client Status
Sandbox Evaluation Period: 30 Days from the Effective Date
Foundational Client Status: Yes / No (This Institution may be confirmed as a Foundational Client and eligible for inflation-capped fee increases as per clause 5.5(b) of the Agreement.)
3. Agreement Term (Full Subscription)
Initial Term: Three (3) Years from the Go-Live Date
4. Commercial Schedule (Applicable upon full subscription)
PART A: Internal User Licence (Mandatory)
(Please select ONE of the following tiers)
User Cap Annual Fee (excl. VAT)
[] 200 £12,000
[] 300 £15,000
[] 500 £20,000
Export to Sheets
PART B: External User Programme (Optional Add-on)
[] Yes, we wish to activate the External User Programme.
Item Detail
Default User Fee per Month (for Paying Users) £ [Insert Fee] (Must be no less than £30.00)
Institution's Revenue Share (from Paying Users) 35% of Net Revenue (Payable quarterly in arrears)
Export to Sheets
5. Agreement and Acceptance
By signing below, both Parties agree to be bound by the terms of this Order Form and the Ignite Platform & Services Agreement.
For and on behalf of the Institution:
Signature: _________________________
Name (Printed): [Insert Name]
Title: [Insert Title]
Date: _________________________
For and on behalf of Angel Investment Technology Ltd:
Signature: _________________________
Name (Printed): Russell Short
Title: CEO
Date: _________________________
