SUPER BENJI TERMS AND CONDITIONS
Effective Date: 30th Jan 2025
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Introduction
1.1 These Terms and Conditions (“Terms”) govern the use of the “Super Benji” software (the “Software”), owned and operated by Super Benji Limited (“The Company”), a company registered in England and Wales (company number 15355853) with its registered office located at 2 Harefields, Oxford, OX2 8NS.
1.2 By subscribing to or otherwise using the Software, you (“The User”) acknowledge that you have read, understood, and agree to be bound by these Terms, together with any separately executed agreement with The Company (“Principal Agreement”), if applicable.
1.3 If there is a conflict between these Terms and a duly signed Principal Agreement, the Principal Agreement shall prevail to the extent of the conflict.
1.4 Capitalised terms used herein but not defined shall have the meanings given in the Principal Agreement, or as otherwise defined in these Terms.
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Definitions
2.1 “Software”: The Super Benji platform.
2.2 “Services”: Provision of the Software as a managed service by The Company, including messaging campaigns, automations, and related support.
2.3 “Seat”: A user licence for the Software. The total number of Seats is set out in the Principal Agreement or otherwise agreed in writing.
2.4 “Subscription Period”: The duration for which The User subscribes on a monthly basis.
2.5 “Go-Live Date”: The date on which the first messaging campaign begins, marking the start of the Initial Term.
2.6 “Initial Term”: The first one (1) month following the Go-Live Date, unless otherwise specified in a Principal Agreement.
2.7 “Personal Data”: As defined under applicable data protection laws (e.g., UK GDPR/EU GDPR).
2.8 “User Data”: All data (including Personal Data) provided by The User for processing.
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Licence Grant
3.1 Subject to these Terms and, where applicable, the Principal Agreement, The Company grants The User a non-exclusive, non-transferable licence to use the Software, limited to the number of Seats agreed.
3.2 The User may use content generated by the Software for its own sales and marketing purposes only, unless otherwise stated in the Principal Agreement.
3.3 All rights not expressly granted in these Terms or the Principal Agreement are reserved by The Company.
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Subscription and Fees
4.1 Monthly Fees
4.1.1 The monthly subscription fee is calculated by multiplying the price per Seat by the total number of Seats. The specific price per Seat and payment schedule may be set out in a Principal Agreement or otherwise agreed in writing.
4.2 Subscription Start
4.2.1 The subscription commences on the Go-Live Date, unless stated otherwise in the Principal Agreement.
4.3 Payment Terms
4.3.1 Invoices are typically issued monthly in advance, aligned with the Go-Live Date anniversary.
4.3.2 Payments are due within fourteen (14) days of the invoice date unless otherwise specified in the Principal Agreement.
4.3.3 Late payments may incur interest at eight percent (8%) above the Bank of England base rate, and The Company reserves the right to suspend Services if payment is not received by the due date.
4.4 Price Adjustments
4.4.1 The Company may adjust subscription fees by giving thirty (30) days’ written notice. Any increase shall be capped at five percent (5%) in a 12-month period, unless otherwise specified in the Principal Agreement.
4.4.2 If an increase exceeds this cap, The User may terminate the subscription without penalty by providing written notice within fifteen (15) days of receiving notice of the increase.
4.5 No Partial-Month Refunds
4.5.1 All fees are charged on a monthly cycle; no pro-rated refunds shall apply if The User terminates mid-month.
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Managed Service and Onboarding
5.1 The Software is offered as a managed service, with changes, updates, and campaign modifications handled by The Company’s team or a designated Customer Success Manager (“CSM”).
5.2 An onboarding process (e.g., call, message setup) may be scheduled to finalise campaign details, prospects, and credentials, consistent with the Principal Agreement.
5.3 The Company may establish channels (e.g., WhatsApp or email) for real-time communication.
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User Commitments
6.1 Minimum Engagement
6.1.1 The User commits to at least the one (1) month Initial Term from the Go-Live Date, or as stated in the Principal Agreement.
6.2 Access Provision
6.2.1 The User agrees to provide necessary email, LinkedIn, or other access credentials for messaging, and to keep these credentials up to date.
6.3 Compliance
6.3.1 The User remains solely responsible for compliance with applicable data protection laws, spam regulations, and any industry-specific regulations.
6.4 Response Notification
6.4.1 The User shall notify The Company of key campaign responses or issues to facilitate performance improvements.
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Cancellation and Termination
7.1 Notice of Termination
7.1.1 After the Initial Term, either Party may terminate with fifteen (15) days’ written notice, unless otherwise specified in the Principal Agreement.
7.2 Termination for Breach
7.2.1 Either Party may terminate immediately if the other materially breaches and fails to cure within fifteen (15) days of written notice.
7.3 Effect of Termination
7.3.1 Upon termination, The User shall pay all outstanding fees up to the termination date. Licence rights granted hereunder will cease, and The Company will discontinue Services.
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Intellectual Property Rights
8.1 Ownership
8.1.1 All intellectual property rights in the Software, documentation, and related materials are owned by or licensed to The Company.
8.2 User Data
8.2.1 The User retains rights to data it provides. The Company processes such data only for delivering the Services, subject to data protection laws.
8.3 Generated Content
8.3.1 The User may use content generated by the Software for its own sales and marketing activities.
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Confidentiality and Non-Disclosure
9.1 Both Parties agree to protect each other’s Confidential Information and not disclose it to third parties without prior written consent, except as legally required.
9.2 Confidentiality obligations survive for five (5) years after termination or expiry of these Terms, unless otherwise specified in a Principal Agreement.
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Data Protection (GDPR)
10.1 Roles
10.1.1 The Company may act as a Processor (or Controller in limited circumstances). The User remains Controller of its own Personal Data, unless otherwise stated.
10.2 Compliance
10.2.1 Both parties must comply with applicable data protection laws (e.g., GDPR). The Company implements reasonable technical and organisational measures to safeguard Personal Data.
10.3 Data Breach
10.3.1 The Company shall notify The User within twenty-four (24) hours if it becomes aware of a Personal Data breach impacting The User’s data.
10.4 Sub-Processors
10.4.1 The Company may engage sub-processors under GDPR-compliant arrangements. A list of sub-processors is available upon request.
10.5 Retention and Deletion
10.5.1 Personal Data is retained only for the subscription duration. Upon termination, data is securely deleted unless otherwise agreed in writing.
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Liability
11.1 Exclusion of Certain Damages
Neither Party is liable for indirect, special, or consequential damages (including lost profits or data) to the maximum extent permitted by law.
11.2 Limitation of Liability
The total liability of The Company shall not exceed the fees paid by The User in the six (6) months preceding the relevant claim, unless a different cap is specified in the Principal Agreement.
11.3 No Guaranteed Results
The Company does not guarantee any particular number of leads, conversions, or outcomes.
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Service Level Agreement (SLA)
12.1 If unscheduled downtime of the Software exceeds 5% in a calendar month, The Company will take reasonable steps to compensate by extending or rescheduling messaging. The User may be entitled to credits or other remedies as set out in the Principal Agreement, if applicable.
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General Provisions
13.1 Entire Agreement
These Terms and any Principal Agreement constitute the entire agreement between The User and The Company regarding the Software, superseding all prior communications.
13.2 Governing Law
These Terms are governed by the laws of England and Wales.
13.3 Jurisdiction
The courts of England and Wales have exclusive jurisdiction over any disputes.
13.4 Notices
All notices must be in writing and delivered by email or post to the addresses specified by the Parties.
13.5 Severability
If any provision is held invalid, the remaining provisions remain in effect.
13.6 Waiver
Failure to enforce any provision shall not waive future enforcement of that provision.
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Contact Details
For queries related to these Terms or the Software:
Super Benji Limited
2 Harefields, Oxford, OX2 8NS
Website: https://www.superbenji.ai