Parties

(1) Business Growth Systems Limited (company no. 15560482) trading as Samai, whose registered office is 20 Wenlock Road, London, N1 7GU, United Kingdom ("Samai").

(2) The purchasing company, partnership or sole‑trader identified in the online checkout ("Client").

The Client’s acceptance of the tick‑box at checkout constitutes execution of this Agreement and creates a legally binding contract between the Parties.

1. Definitions and Interpretation

Accelerator Package means the package selected by Client at checkout — Twenty Two, Forty Four, or Sixty Six - each comprising the Implementation Hours, Project Calls and Package Term stated in Schedule 1.

Background IPR means any Intellectual Property Rights existing prior to the Effective Date or created independently of this Agreement, including the Samai platform, generic templates and code snippets.

Deliverables means the workflows, automations, email sequences, webpages, funnels and other marketing assets created by Samai under this Agreement.

Effective Date means the date on which Client ticks the acceptance box at checkout.

Implementation Hours means the number of staff hours included in the chosen Accelerator Package and any additional hours purchased under clause 6.3, recorded in 15‑minute increments.

Package End Date has the meaning given in clause 2.2.

Package Fee means the fixed price (exclusive of VAT, GST or equivalent sales tax) for the chosen Accelerator Package, payable in advance.

Package Term means the continuous period of 1 month (Twenty Two), 2 months (Forty Four), or 3 months (Sixty Six) beginning on the Effective Date.

Project Call means a scheduled remote coaching call of up to 60 minutes, delivered via video‑conferencing.

Custom Project means a bespoke project delivered by Samai under a Statement of Work (SOW), as described in Clause 3A.

Terms defined in the Data Protection Schedule carry the same meaning throughout this Agreement.

Interpretation rules are set out in Schedule 4.

2. Engagement & Package Term

2.1 Samai will provide the Services described in clause 3 for the Package Term.

2.2 This Agreement shall automatically expire at 23:59 UK time on the last calendar day of the Package Term (the “Package End Date”) unless the Parties agree in writing to purchase a further package.

2.3 No notice is required for expiry under clause 2.2. Termination before the Package End Date is governed by clause 14.

3. Scope of Services

3.1 The Services comprise: a) the number of Project Calls set out in Schedule 1; and b) the use of Implementation Hours to build or configure Deliverables inside Client’s Samai workspace, in accordance with the priorities agreed on each Project Call.

3.2 All Services will be delivered remotely during Business Hours (09:00–17:00 Monday‑Friday UK time, excluding English public holidays) unless otherwise agreed.

3.3 Samai may recommend third‑party tools or integrations. Procurement and licensing of such tools remain optional and the Client’s sole responsibility.

3A. Statement of Work (Custom Projects)

3A.1 Samai may provide Custom Project services under a written Statement of Work (“SOW”).

3A.2 Each SOW shall specify (as applicable):
a) the project scope and deliverables;
b) the number of Implementation Hours and Project Calls;
c) project timelines, milestones, and target delivery dates;
d) Package Term for the Custom Project;
e) the Package Fee, payment schedule, and invoicing arrangements;
f) any project-specific assumptions, client dependencies, or constraints.

3A.3 No Custom Project work shall commence until the SOW has been accepted in writing by the Client. Email acceptance is sufficient.

3A.4 Where a SOW has been issued for a Custom Project, its terms shall take precedence over Schedule 1 and any conflicting provisions of this Agreement.

3A.5 Each SOW forms part of and is governed by this Agreement.

4. Samai Obligations

4.1  Samai shall:

a) exercise reasonable skill and care and good industry practice;

b) assign suitably qualified personnel;

c) keep secure any Client credentials provided; and

d) use reasonable endeavours to complete the Deliverables using the Implementation Hours within the Package Term.

4A. Project Plan & Milestones

4A.1 For Custom Projects, Samai shall prepare a project plan outlining key tasks, milestones, and target dates.

4A.2 The project plan is a project management document and does not constitute a guarantee of achieving any milestone by a specific date.

4A.3 Samai shall use reasonable endeavours to meet all target dates. Samai shall not be liable for delays caused by:
a) late or incomplete Client feedback, approvals, content, or assets;
b) changes requested by the Client;
c) delays in third-party services, app-store approval processes, platform limitations, or system dependencies outside Samai’s control.

4A.4 Any change to the project plan, milestones, or timelines must be managed through the Change Control process in Clause 4B.

4B. Change Control

4B.1 Any change to the scope, timeline, deliverables, acceptance criteria or assumptions of a Custom Project must be agreed in writing through the Change Control process.

4B.2 Where the Client requests a change, Samai shall notify the Client of any impact on:
a) fees or additional costs;
b) Implementation Hours;
c) milestones or delivery dates.

4B.3 No change shall be binding unless confirmed in writing by both Parties.

4B.4 Samai may charge additional fees for any work that falls outside the original scope or assumptions of the SOW.

4B.5 Samai is not obligated to begin work on a requested change until written confirmation is received and any associated fee is paid (if applicable).

5. Client Responsibilities

5.1 The Client shall:

a) grant access to its Samai account, brand assets, content and decision‑makers;

b) attend Project Calls punctually and provide clear instructions and approvals;

c) maintain all necessary third‑party consents and licences; and

d) ensure that any Personal Data supplied is collected and disclosed in compliance with Data Protection Laws.

Failure to perform any responsibility suspends Samai’s obligations until remedied, but does not extend the Package Term.

5A. Additional Responsibilities for Custom Projects

5A.1 The Client shall provide, in a timely manner, all information, content, policies, brand assets, training material, questionnaires, triage rules, escalation procedures, safeguarding frameworks, matching logic, user journeys, app-store access, test accounts, and other resources reasonably required by Samai.

5A.2 Delays in providing the items listed in Clause 5A.1 shall extend the timeline accordingly and may impact milestone delivery dates.

5A.3 Samai shall have no liability for any delay or failure caused by incomplete, inaccurate, or late information provided by the Client.

6. Fees & Payment

6.1 The Client shall pay the Package Fee in full at checkout. The Package Fee is non‑refundable except as expressly provided in clause 14.

6.2 All sums are exclusive of VAT (or applicable sales tax) which shall be charged at the prevailing rate.

6.3 If Client exhausts the Implementation Hours before the Package End Date it may purchase additional hours in blocks of 10 at Samai’s then‑current rate, payable in advance and subject to this Agreement.

6.4 For Custom Projects, Samai shall invoice the Client in accordance with the payment schedule set out in the SOW. Unless otherwise stated in the SOW, all invoices are payable within seven (7) days by bank transfer.

6.5 For Custom Projects, any initial deposit, milestone payment, or staged fee is non-refundable once work relating to that milestone has begun. The Client shall remain liable for all work completed up to the date of any termination.

7. Implementation Hours – Tracking & Expiry

7.1 Samai will maintain an online log of Implementation Hours consumed and will give Client reasonable visibility on request.

7.2 Unused Implementation Hours automatically expire at the twelve month anniversary of their purchase date, and have no cash or credit value thereafter.

7.3 For Custom Projects, Implementation Hours expire on the Package End Date stated in the SOW unless otherwise agreed in writing.

8. Intellectual Property

8.1 Ownership of Background IPR remains with the originating Party. Samai grants Client a non‑exclusive, worldwide licence to use Samai Background IPR solely within the Samai platform for Client’s internal business purposes.

8.2 Upon payment in full of the Package Fee, Samai assigns to Client all Intellectual Property Rights in the Deliverables, excluding Samai Background IPR.

8.3 Nothing in this Agreement transfers ownership of the Samai platform or any generic templates made available to multiple clients.

8.4 For Custom Projects, Samai grants the Client a non-exclusive, non-transferable licence to use any bespoke features, workflows, or configurations created under a SOW within the Client’s Samai account for the duration of their subscription. Unless expressly assigned in the SOW, ownership of such features remains with Samai. Samai may reuse components, code, or configurations in other projects.

9. Confidentiality

Each Party shall protect the other’s Confidential Information and not disclose it to any third party, except to approved professional advisers, or as required by law.

10. Data Protection

10.1 For any Personal Data processed on the Client’s behalf, the Client is the Controller and Samai is the Processor. The Parties shall comply with UK GDPR, EU GDPR (where applicable) and the Data Protection Act 2018.

10.2 The processing particulars, security measures and sub‑processor list are set out in Schedule 2 (Data Processing Agreement), which is incorporated by reference.

10.3 Where the Client is established in the EEA and transfers Personal Data to Samai in the UK, the Parties agree that:

a) until the European Commission adequacy decision for the UK is withdrawn or expires, such transfers are made on the basis of that decision; and

b) if adequacy ceases, the Parties shall automatically incorporate the EU Standard Contractual Clauses (Controller‑to‑Processor module) together with the UK Addendum, with Samai as data‑importer.

11. Warranties

11.1 Samai warrants that it will perform the Services with reasonable skill and care.

11.2 Except as expressly stated, all other warranties and conditions are excluded to the maximum extent permitted by law.

12. Results Disclaimer

The Client acknowledges that marketing outcomes depend on numerous factors outside Samai’s control. Samai does not warrant that the Deliverables will increase revenue, profit or other commercial metrics.

12A. High-Risk Use Cases & Safeguarding

12A.1 Samai provides technical and implementation services only. Samai does not provide clinical, therapeutic, safeguarding, crisis-response, or mental-health services.

12A.2 AI-powered moderation features are assistive tools and do not replace human review or decision-making. Samai does not warrant that any AI or automated monitoring system will detect all unsafe, harmful, or prohibited content.

12A.3 The Client is solely responsible for all safeguarding protocols, risk assessments, screening processes, triage logic, emergency responses, and handling of safeguarding incidents.

12A.4 Samai shall have no liability for:
a) safeguarding incidents, self-harm, harm to others, or crisis events;
b) failure of the Client to act on flagged content or alerts;
c) errors or omissions in the Client’s triage, onboarding, or safeguarding workflows;
d) decisions or actions taken by mentors, mentees, volunteers, or third parties;
e) delays or failures in telecommunications networks, messaging systems, or third-party integrations.

13. Limitation of Liability

13.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be limited by law.

13.2 Subject to clause 13.1, Samai’s total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort or otherwise) shall not exceed 100 % of the Package Fee actually paid.

13.3 Samai shall not be liable for:

a) loss of profit, revenue, data, goodwill or anticipated savings; or

b) indirect or consequential loss.

14. Termination

14.1 Either Party may terminate immediately by written notice if the other materially breaches this Agreement and (where remediable) fails to remedy within 14 days.

14.2 On termination by the Client under clause 14.1, Samai shall refund the portion of Package Fee relating to unused Implementation Hours, calculated pro rata.

14.3 Termination shall not affect rights accrued up to the effective date of termination.

14.4 For Custom Projects, if this Agreement or an applicable SOW is terminated, the Client shall pay all fees for work completed up to the termination date, including partially completed milestones. Samai is not required to refund any deposit or staged payment relating to work already commenced.

15. Consequences of Expiry or Termination

15.1 All licences granted to the Client under Samai Background IPR continue in force unless terminated for non‑payment.

15.2 Clauses 8, 9, 13, 15 and 18 survive expiry or termination.

16. Force Majeure

Neither Party is liable for failure to perform caused by events beyond its reasonable control, provided it notifies the other Party and uses reasonable endeavours to mitigate.

17. Anti‑bribery & Sanctions

Each Party shall comply with applicable anti‑bribery, anti‑corruption and economic‑sanctions laws and shall maintain policies to ensure compliance.

18. Governing Law & Jurisdiction

This Agreement and any disputes or claims arising out of it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

19. Entire Agreement & Variation

This Agreement (including its Schedules) constitutes the entire agreement between the Parties and supersedes all prior discussions. Any variation must be in writing and signed by both Parties.

20. Electronic Acceptance

20.1 The Client’s tick‑box acceptance at checkout, together with successful payment of the Package Fee, constitutes a signature under the Electronic Communications Act 2000 and binds Client to this Agreement.

20.2 For Custom Projects, the Client’s written acceptance of a SOW, or payment of any deposit or initial invoice relating to that SOW, shall constitute binding acceptance of both the SOW and this Agreement.