Please read all these Terms and Conditions.

As we can accept your order and make a legally enforceable agreement without further reference to you, you must read these Terms and Conditions to make sure that they contain all that you want and nothing that you are not happy with.

Application of Terms and Conditions

1.1 These Terms and Conditions apply to the provision of Software as a Service (SaaS) by Business Growth Systems Limited trading as Samai ("Supplier") to the entity purchasing such services ("Customer").

1.2 These Terms and Conditions supersede all prior representations, agreements, statements, and understandings between the Supplier and the Customer.

1.3 No variations to these Terms and Conditions will be effective unless agreed in writing by the Supplier.

Definitions and Interpretation

2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

"Agreement" means the contract formed between the Supplier and the Customer comprising these Terms and Conditions and any other documents referred to herein.

"Goods" means any software products or licenses provided by the Supplier to the Customer under the Agreement.

"Services" means the Software as a Service (SaaS) and any related services provided by the Supplier to the Customer under the Agreement.

"Price" means the amount payable by the Customer for the Goods and Services.

"Renewal Date" means the date on which the Customer's recurring monthly or annual subscription payment becomes due under the Agreement.

"Force Majeure" means any cause beyond the reasonable control of the Supplier or the Customer.

"Content" means all content which the Customer adds to the Supplier's platform, including but not limited to images, videos, text copy, audio files, data, information, layouts, and design.

"Customised Support" means any personalised advice, implementation, onboarding, migration, coaching, strategy session, Accelerator services, bespoke configuration, technical setup, training, or any work carried out specifically for the Customer.

"Service Credit" means a monthly credit allocated to the Customer's account, the amount of which is determined by their subscription level. This credit can be used exclusively for additional add-on services provided by the Supplier. Service Credits expire at the end of each month and are non-transferable and non-redeemable for cash or other forms of credit.

2.2 Words imparting the singular number shall include the plural and vice versa.

Basis of Sale and Service

3.1 The Supplier agrees to provide the Goods and Services to the Customer as set out in the Order Form or any other written agreement between the parties.

3.2 The Customer agrees to purchase the Goods and Services from the Supplier in accordance with these Terms and Conditions.

3.3 Where the Customer purchases any Samai Accelerator package, Custom Project, implementation service or other professional services, those services shall additionally be governed by the applicable Samai Accelerator Service Provider Agreement, which forms part of the contractual relationship between the Parties.

The Goods

4.1 The Supplier shall provide the Goods specified in the Order Form or any other written agreement between the parties.

4.2 The Goods will conform to the specifications set out in the relevant documentation.

The Services

5.1 The Supplier shall provide the Services to the Customer as described in the Order Form or any other written agreement.

5.2 The Supplier will use reasonable endeavours to ensure that the Services are available 24 hours a day, 7 days a week, except during scheduled maintenance periods.

Price

6.1 The Price for the Goods and Services shall be as set out in the Order Form or any other written agreement between the parties.

6.2 All Prices are exclusive of VAT and any other applicable taxes which shall be paid by the Customer at the rate and in the manner prescribed by law.

6.3 The Price at which the Customer subscribes will remain the same for the duration of their continuous membership. If the Customer ceases their membership or misses any payments, the Supplier reserves the right to re-enrol the Customer at the current market price, which may be higher than the original subscription price.

6.4 The Supplier may, at its discretion, allocate Service Credits to the Customer on a monthly basis, depending on the Customer's subscription level. These Service Credits are provided as a benefit and do not hold any monetary value.

6.5 Non-Accumulation and Expiry of Service Credits: Unused Service Credits will expire at the end of each calendar month and will not roll over to subsequent months. Expired Service Credits cannot be redeemed or reinstated.

Payment

7.1 The Customer shall pay the Price for the Goods and Services in accordance with the payment terms set out in the Order Form or any other written agreement.

7.2 Time for payment shall be of the essence of the Agreement.

7.3 The Agreement renews automatically on each Renewal Date unless cancelled in accordance with Clause 8. Monthly subscriptions renew on a monthly basis and annual subscriptions renew on an annual basis.

7.4 Any charges incurred from additional add-on services that exceed the allocated Service Credit will be billed separately and are payable in accordance with the standard payment terms outlined in this Agreement. An up-to-date pricing table for all add-on services can be found at: Service Credits, Service Fees and Add-On's

14-Day Money Back Guarantee

8.1 The Customer may cancel the Agreement within 14 days of the commencement of the Services and receive a full refund of any amounts paid, provided they have not begun to receive Customised Support.

8.2 To exercise the right of cancellation, the Customer must notify the Supplier in writing within the 14-day period. A model Cancellation Form is included below this agreement.

8.3 If the Customer cancels the Agreement within the 14-day period, the Supplier will refund the Customer within 14 days from the day on which the Supplier receives the cancellation notice.

8.4 Following expiry of the 14-Day Money Back Guarantee period, the Customer may give notice to cancel their subscription at any time by contacting the Supplier in writing using the Model Cancellation Form template as shown Appendix 1 below.

8.5 Where notice of cancellation is received 24 hours before the next Renewal Date, the Agreement shall terminate at the end of the current subscription period and the Customer will not be charged for any subsequent renewal period.

8.6 Where notice of cancellation is received after within 24 hours of the Renewal Date, or after the Renewal Date and the renewal payment has already been successfully processed, cancellation shall take effect at the end of the renewed subscription period. Renewal payments are non-refundable.

8.7 Cancellation of an annual subscription during the annual subscription period does not entitle the Customer to any refund for the unused portion of that subscription period.

8.8 Upon cancellation, the Customer shall retain access to the Services until the end of the applicable subscription period.

8.9 Failure to collect a payment due to an expired payment method, insufficient funds, chargeback, cancelled Direct Debit or any other payment failure shall not constitute notice of cancellation by the Customer.

8.10 Following the expiry or termination of the Customer's subscription, the Supplier may permanently close the Customer's account and delete all data stored within the Customer's Samai account, including (where applicable) websites, funnels, landing pages, blogs, forms, surveys, quizzes, calendars, chat widgets, AI assistants, workflows, automations, email campaigns, SMS campaigns, social media content, contacts, conversations, opportunities, invoices, orders, files, documents, marketing data, transactional data, reporting data, and any other account-related information. The Customer acknowledges that it is solely responsible for exporting or backing up any data it wishes to retain before the end of its subscription. Once the account and associated data have been deleted, the deletion is permanent and irreversible, and the Supplier shall have no liability for any loss arising from such deletion. Nothing in this clause shall require the Supplier to delete any information that it is required or entitled to retain under applicable law, regulatory obligations, accounting requirements, or for the establishment, exercise, or defence of legal claims.

Delivery and Performance

9.1 The Supplier shall deliver the Goods and perform the Services in accordance with the terms set out in the Order Form or any other written agreement.

9.2 Delivery dates and times are estimates only and the Supplier shall not be liable for any delay in delivery.

Non-Delivery of Goods and Services

10.1 If the Supplier fails to deliver the Goods or Services, the Supplier’s liability shall be limited to refunding the Customer any sums paid for such undelivered Goods or Services.

Risk and Retention of Title

11.1 Risk in the Goods shall pass to the Customer on delivery.

11.2 Title to the Goods shall remain with the Supplier until the Price has been paid in full.

Assignment

12.1 The Customer shall not assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the Supplier.

Customer’s Default

13.1 If the Customer fails to make any payment on the due date or breaches any of the terms of the Agreement, the Supplier may suspend the Services until the breach is remedied.

13.2 In the event of suspension, any website pages, scheduled email marketing, schedules social posts, or other automated processes may be paused until all sums are paid.

13.3 The Supplier reserves the right to terminate this Agreement if any payment remains outstanding for more than thirty (30) days after its due date.

Suspension for Abuse

14.1 The Supplier reserves the right to suspend or terminate access to the Services immediately where the Customer uses the platform in an unlawful manner, attempts to compromise platform security, distributes malicious software, infringes the intellectual property rights of others, or otherwise uses the Services in a manner likely to damage the Supplier, its platform, or other customers.

Liability

15.1 The Supplier’s total liability in contract, tort (including negligence), or otherwise arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Price paid for the Services.

15.2 The Supplier shall not be liable to the Customer for any indirect or consequential loss or damage, including but not limited to loss of profit, loss of business, business interruption, or loss of business opportunity.

15.3 Notwithstanding any of these terms, the Supplier does not exclude or limit its liability to the Customer where it would be unlawful to do so.

Confidentiality

16.1 Each party agrees to keep confidential all information disclosed by the other party in connection with the Agreement and not to use such information for any purpose other than the performance of its obligations under the Agreement.

Communications

17.1 Any notice or communication to be given under the Agreement shall be in writing and delivered by email to the relevant party’s address as notified to the other party.

Your Content & User Content

18.1 The Customer retains ownership of all Content which they add to the Supplier's platform.

18.2 The Customer is responsible for ensuring they have all necessary rights and permissions to use the Content within the site, including adequate licensing agreements where necessary.

18.3 The Supplier may suspend or remove Content if contacted by a third party with a takedown notice or if the Content is found to be inappropriate or unlawful.

18.4 The Supplier does not review, approve, or pre-screen Content and is not responsible for monitoring the Customer's Content for inappropriate or unlawful content.

Privacy & Security

19.1 The Customer agrees to use the platform in accordance with applicable data protection legislation.

19.2 The Customer is responsible for ensuring that their clients' data is protected in accordance with data protection, security, and privacy legislation.

19.3 The Supplier confirms that it has the necessary systems, policies, and procedures in place to protect the Customer's Content from unauthorised access or use.

Licence & Intellectual Property

20.1 The Customer is granted a limited, revocable, non-exclusive, non-transferrable licence to access and use the Product in accordance with these Terms and Conditions.

20.2 The Supplier retains ownership of the platform and all content within it, excluding the Customer's Content.

20.3 The Customer is not permitted to alter, modify, or change the software or components of the Products.

Disclaimers & Limitations of Liability

21.1 The Supplier reserves the right to provide its products and services to any customers of its choice, including competitors of the Customer.

21.2 The Supplier has no liability to the Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity.

21.3 The Customer is responsible for maintaining the confidentiality of all account login credentials and for all activities carried out using those credentials. The Supplier shall not be liable for any loss arising from unauthorised access resulting from the Customer's failure to adequately protect their login details.

21.4 The Supplier may share testimonials or work with affiliated partners, and may make commission payments to affiliated partners in exchange for promoting its offers.

21.5 To the extent permitted by law, the Supplier's total liability to the Customer in connection with or arising out of the use of the Products and these Terms shall not exceed the total amount paid by the Customer to use the Products.

21.6 Where the Customer is accessing the platform as a consumer, they may have additional rights which are not diminished by these Terms.

Management & Maintenance, Changes & Updates

22.1 The Supplier is committed to delivering a high level of service and may make changes to the Products at any time.

22.2 The Supplier makes no guarantees as to the availability of any functionality within a Product and may alter or amend the Products as required.

Force Majeure

23.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under the Agreement as a result of a Force Majeure event.

Waiver

24.1 No waiver by the Supplier of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

Severance

25.1 If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Third Party Rights

26.1 A person who is not a party to the Agreement shall not have any rights under or in connection with it.

Law and Jurisdiction

27.1 The Agreement and any disputes or claims arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

27.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.

Pause Plan

28.1 The Supplier offers a "Pause Plan" option, allowing Customers to temporarily suspend their subscription while securely retaining all data within the system.

28.2 To initiate a Pause Plan, customers must submit a written request by email to [email protected] before their next monthly and annual subscription payment is collected. Applications received after such time will be applied to the following term of membership.

28.3 The Pause Plan is available for a maximum duration of 12 consecutive months. Upon reaching this limit, customers are required to either reactivate their original subscription tier, or opt to cancel their account.

28.4 During the Pause Plan period, customers are entitled to reinstate their original subscription tier at the rate they were previously paying, irrespective of any price increases that may have occurred during the suspension period.

28.5 While on the Pause Plan, access to the Supplier's Services will be suspended until the customer reactivates their subscription. During such time the customers account will remain secure.

28.6 Acceptance onto the Pause Plan is granted at the Supplier's sole discretion and may be refused where the Supplier reasonably believes the Pause Plan is being requested in bad faith or contrary to the purpose for which it is offered.