Terms & Conditions of Sale
SAMIFICATION MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (the “Agreement”) sets forth the legally binding terms for the use of the Samification Products (as defined herein).
This Agreement is by and between The Classification Guru Ltd, a company registered and incorporated in England and Wales with company number 13150773 (“TCG”) and the company or entity on whose behalf you are accepting this Agreement (“the Customer”).
The person accepting this Agreement on behalf of the Customer represents that they have the authority to bind the Customer to the terms of this Agreement. By agreeing to the terms of this Agreement, through ticking a checkbox during the signup process, accessing, or by using any part of the Products, the Customer expressly agrees to and consents to be bound by all the terms of this Agreement.
If the Customer does not agree to any of the terms of this Agreement, the Customer is prohibited from activating, accessing, or using the Product.
The effective date of this Agreement is the subscription start date set forth by clicking acceptance of terms during the signup process form or, if earlier, the date on which the Customer activates, accesses, or uses the Products (the “Effective Date”).
- Definitions
1.1. “Authorised User” means an individual employee or agent of the Customer who has been assigned unique credentials to access and use the Subscription Services,
1.2. “TCG Data” means the processed and normalised data supplied by TCG through the Subscription Services, as set forth in the pricing section on www.samification.com.
1.3. “Customer Data” consists of data the Customer makes available for processing by the Samification Subscription Services and the results of the Samification Subscription Services’ processing of the Customer Data, consisting of Authorized User login information and any other data (whether proprietary to the Customer, or originating with an unrelated third party) made available by the Customer for processing by the Samification Subscription Services.
1.4. “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed or made available to or received by the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure.
1.5. “Free Subscription” means the provision of the Products without charge on a limited use basis.
1.6. “Subscription Term” means the period during which the Customer is authorised to use the Services, as specified when choosing a subscription.
1.7. “Samification Products” means the generally available Samification commercial products purchased by the Customer, as set forth when subscribing and signup, which includes hosted products offered on a software-as-a-service basis (the “SaaS”).
1.8. “Documentation” means the written documentation, user guides, or specifications provided by TCG to the Customer or as may be made generally available by TCG from time to time, including documentation made available via the Samification website.
1.9 “Order Form” means TCG’s online order form or account setup form.
- Provision and Use of the Samification Products
2.1 Grant of Rights. Subject to compliance of the terms and conditions of this Agreement, TCG grants to the Customer and its Authorised Users a non-transferable, non-exclusive limited right, without the right to grant sublicenses, to access and use the Samification Products and the Documentation during the subscription term solely for the Customer’s business processes. The Customer may also make and distribute a reasonable number of copies of the Samification Products user documentation for internal use, provided the Customer also reproduces on such copies any copyright, trademark or other proprietary markings and notices contained therein and does not remove any such marks from the original.
2.2 Usage Restrictions. The Customer shall neither directly nor indirectly: (i) sublicense, sell, transfer, assign (except as expressly permitted herein), distribute or otherwise commercially exploit the Samification Products, including providing third-parties with managed services utilising the Products or integrating the Products into a service or product the Customer sells or licenses to one or more third-parties; (ii) modify or create derivative works of the Products; (iii) reverse engineer or disassemble the software for the Samification Products (or decompile any TCG software except to the limited extent permitted by applicable law after providing written notice to TCG); (iv) copy any features, functions or graphics of the Samification Products; (v) use the Samification Products to knowingly send, store, or authorise a third party to send or store unlawful, infringing, obscene or libelous material, or malicious code; (vi) interfere with or disrupt the integrity or performance of the Samification Products or the data contained therein; (vii) attempt to gain unauthorised access to the Samification Products or their related systems or networks; (viii) provide or disclose to, or permit use of the Samification Products by, persons other than Authorised Users; (ix) use the Samification Products, or permit them to be used, for purposes of product benchmarking, competitive research, or other comparative analysis without TCG’s prior written consent; (x) use the Samification Products for a use other than as set forth herein, in the Documentation.
2.3. Authorised Users. The Customer will at all times be responsible for all actions taken by its Authorised Users. The Customer will promptly notify TCG of any suspected or alleged unauthorised access to or use of the Samification Products. Any use of the Samification Products in breach of this Agreement by the Customer or its Authorised Users that in TCG’s reasonable judgement threatens the security, integrity or availability of the Samification Products may result in immediate suspension of the Customer’s access to the Products; provided that TCG will use best efforts to provide the Customer with notice and an opportunity to remedy the violation or threat.
2.4. Maintenance and Support. TCG will provide:
- a further refresh of the original data uploaded by The Customer free of charge, to be used at any time throughout the duration of the subscription. The TCG team will further clean the original normalised data within two months of the original normalization date
- maintenance consisting of access to new features or performance improvements in the Samification Products within a reasonable period after TCG makes any such features or improvements generally available to its subscriber base at no additional charge
- technical support consisting of e-mail assistance which can be accessed by emailing info@samification.com
2.5. “Order Form”. The Customer may place orders under this Agreement by executing Order Forms. Order Forms may specify further details for Authorised Users, licensing metrics, and other commercial business terms for the Samification Products.
2.6 . “Free Subscription Licenses”. If the Customer accesses the Samification Products on a Free Subscription basis, the Customer acknowledges and agrees that such Samification Products are provided on an “as is” and “as available” basis without any express or implied warranties or conditions. Notwithstanding anything to the contrary herein, TCG shall have no liability whatsoever to the Customer with regards to any Free Subscriptions, and Free Subscriptions are not entitled to any support. The Customer Data used in Free Subscriptions shall not include any form of personal data. To the extent of any conflict between this Section 2.7 and any other provision of this Agreement, this Section 2.7 shall prevail in relation to a Free Subscription.
- Subscription Fees and Payment Terms
3.1. “Fees”: The Customer shall pay TCG the fees specified in the online Order Form, the subscription will be valid for either 12 months, or until The Customer hits the usage limit of the number of suppliers as chosen in the online Order Form, whichever happens first.
3.2. “Invoicing and Payment”: Unless otherwise agreed with TCG in writing, fees will be invoiced annually in advance. Payments are due immediately after the invoice date.
3.3. “Taxes”: The fees specified in this Agreement are exclusive of applicable taxes and duties, including VAT and any applicable sales tax (including state sales and use tax) (collectively, “Taxes”). The Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder.
- Intellectual Property
During the Term of this Agreement, the Customer hereby grants TCG a royalty-free, non-exclusive, worldwide license under all of the Customer’s intellectual property rights in and to the Customer Data to adapt, modify, create derivative works of, publicly perform, display, reformat, translate, excerpt (in whole or in part), publish, transmit and distribute the Customer Data, in each case to enable TCG to provide the Samification Product to the Customer and operate the Subscription Services on the Customer’s behalf. The Customer hereby grants to TCG a royalty-free, worldwide, perpetual, irrevocable and fully transferable right and license to use the Customer Data solely in a de-identified, aggregated form (in which neither an individual nor entity can reasonably be identified) to improve the Samification Product.
- Confidentiality
5.1. “Protection of Confidential Information”. “Confidential Information” means any non-public information relating to or disclosed in the course of the parties’ respective use and provision of the Samification Product that should be reasonably understood to be confidential. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. The Receiving Party may disclose Confidential Information to its Affiliates and service providers on a need-to-know basis, and such Affiliates and service providers may use such Confidential Information, in each case only for the purposes of fulfilling the Receiving Party’s obligations under this Agreement. The Receiving Party shall be liable to the Disclosing Party for all actions and omissions of its Affiliates and service providers with respect to such information as if such actions and omissions were those of the Receiving Party hereunder. All Confidential Information provided by the parties is on an as-is basis with no warranties. The Receiving Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care), and promptly notify the Disclosing Party upon discovery of any unauthorized access or acquisition of Confidential Information and reasonably cooperate with the Disclosing Party’s efforts to prevent, investigate and remediate the breach of confidentiality.
5.2. “Limitations”. Receiving Party will not have any obligations under this Agreement with respect to any portion of the Confidential Information that: (a) is now or later becomes generally known (other than as a result of a breach of this Agreement); (b) is independently developed by or for Receiving Party as evidenced by written records; (c) Receiving Party lawfully obtains from any third party who has lawfully obtained such information; or (d) was in Receiving Party’s possession free of any obligation of confidence at the time of the Disclosing Party’s communication thereof to Receiving Party as evidenced by written records. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
5.3. “Retention of Confidential Information”. Upon a party’s written request, the other party will erase, delete or destroy all copies of Confidential Information of the other party whether or not modified or merged into other materials, and certify in writing to the other party that such party has fully complied with these requirements. A party may retain archived copies of Confidential Information as required by applicable law or its data retention policies, provided that all such copies remain subject to the restrictions herein for so long as they are retained.
- Data Protection and Security
6.1. “Security Measures”. TCG will, consistent with industry-standard practices, implement and maintain physical, administrative and technical safeguards and other security measures designed to: (a) maintain the security and confidentiality of the Customer Data while the Samification Products are processing it; and (b) protect the Customer Data from known or reasonably anticipated threats or hazards to its security, availability and integrity, including accidental loss, unauthorised use, access, alteration or disclosure, in each case while the Samification Products are processing it.
6.2. “Data Privacy”. Aside from business contact information necessary to administer the business relationship between TCG and the Customer, personal data (as defined under applicable law) is not intended to be provided, accessed, processed, or otherwise exchanged.
- Warranties
7.1. “Mutual”. Each party represents and warrants the it has the legal power and authority to enter into this Agreement.
7.2. “By TCG”. TGG warrants that the software will perform materially in accordance with the applicable Documentation. This only applies if the applicable Software has been utilised by the Customer in accordance with the Documentation, and this Agreement.
7.3. “Disclaimer”. Except as expressly provided for in this agreement, the samification product is provided “as is” and “as available,” without warranty of any kind, whether express, implied, statutory or otherwise. TCG disclaims, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. TCG does not warrant that the functions contained in the products will meet the customer’s requirements, or that the operation and results of the products will be uninterrupted or error-free, or that defects in the products will be corrected. No oral or written information or advice given by TCG or its authorized representatives shall create a warranty or in any way increase the scope of any warranty herein.
- Indemnification
8.1. “Indemnification by TCG”. Subject to the terms of this Agreement, TCG will defend the Customer from any claims, demands, suits or proceedings brought against the Customer by a third party alleging that the Samification Products, as provided by TCG to the Customer under this Agreement, infringe any patent, copyright, or trademark or misappropriates any trade secret of any third party (each, an “Infringement Claim”). TCG will indemnify the Customer for all damages, costs, and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or paid to a third party in accordance with a settlement agreement signed by TCG, in connection with an Infringement Claim. In the event of an Infringement Claim, TCG may, at its option: (i) obtain the right to permit the Customer to continue using the Samification Products, (ii) modify or replace the relevant portion(s) of the Samification Products with a non-infringing alternative having substantially equivalent performance, or (iii) terminate this Agreement as to the infringing Samification Products and provide a refund of any prepaid, unused fees for the infringing Samification Products. Notwithstanding the foregoing, TCG will have no liability for any Infringement Claim of any kind to the extent that it results from: (a) modifications to the Samification Products made by a party other than TCG, (b) the combination of the Samification Products with other products, processes or technologies (where the infringement would have been avoided but for such combination), or (c) The Customer’s use of the Samification Products other than in accordance with the Documentation, this Agreement and any applicable Order Form (where the infringement would have been avoided but for such improper usage). This Section 8.1 states TCG’s entire liability and the Customer’s exclusive remedy for any claims of intellectual property rights infringement.
8.2. “Indemnification by the Customer”. The Customer will defend, indemnify and hold harmless TCG against all third-party claims, actions, proceedings, losses, damages, expenses and costs (including legal fees) arising out of or in connection with any claim that the Customer Data or its use has infringed the rights of or otherwise caused harm to a third party.
8.3. “Procedures”. Each party’s indemnity obligations are subject to the following: (a) the aggrieved party will promptly notify the indemnifier in writing of the applicable Claim; (b) the indemnifier will have sole control of the defence and all related settlement negotiations with respect to the Claim , including not making any admission of liability or take any other action that limits the ability of the indemnifying party to defend the claim; or (c) the aggrieved party will, at the indemnifier’s expense, provide all cooperation, information and assistance reasonably requested by the indemnifier for the defence of such Claim.
- Limitation of Liability
9.1. “Limitation of Liability”. Neither party’s cumulative liability arising out of or related to this agreement (whether in contract or tort or under any other theory of liability) shall exceed the total amount of fees paid or payable by the customer hereunder in the 12 months preceding the incident. The foregoing shall not limit the customer’s payment obligations under this agreement.
9.2. “Disclaimer of Consequential Damages”. In no event shall either party have any liability to the other party for any: (i) interruption of use, loss or inaccuracy or corruption of data, (ii) cost of procurement of substitute goods, services, rights, or technology, (iii) loss of revenues and loss of profits, (in each case (I) to (III) whether direct or indirect) or (Iv) indirect, special, incidental, punitive, or consequential damages, however caused and, whether in contract, indemnity, tort, including negligence or under any other theory of liability, whether or not the party has been advised of the possibility of such damages.
- Term and Termination
10.1. “Duration and Renewal”. This Agreement shall commence on the Effective Date and shall continue until all Order Forms entered into hereunder have expired or been terminated in accordance with this Agreement. Throughout the subscription term specified in the Order Form
10.2. “Termination”. A party may terminate this Agreement, and all Order Forms then in effect, for a material breach by the other party that remains uncured more than 30 days after receiving written notice of the breach.
10.3 “Effects of Termination”. Upon expiration or termination of this Agreement, (a) Customer’s right to access and use the Subscription Services and Subscription Data shall immediately terminate.
10.4 “Survival”. Any provisions that are by their nature intended to survive termination of this Agreement will continue to survive following termination.
- Miscellaneous
11.1. “Assignment”. Neither party may assign the Agreement without the other party’s prior written consent, which will not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety (including all Order Forms), upon notice and without the consent of the other party, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that all fees owed and due have been paid and the assignee agrees to be bound by all the terms of this Agreement.
11.2. “Insurance”. Throughout the term of this Agreement, TCG shall, at its own cost, maintain commercially reasonable insurance coverage. TCG will provide evidence of such insurance to the Customer upon reasonable written request.
11.3. “Force Majeure”. Neither party shall be liable for any delay or failure in performance (other than non-payment of amounts owing) due to causes beyond its reasonable control.
11.4. “Governing Law”. This Agreement shall be governed in all respects by the laws of England, whose courts shall have exclusive jurisdiction for those disputes. Any cause of action whether in contract, tort, or other, arising under this Agreement, will be litigated to the Court.
11.5. “Relationship of the Parties”. The parties are independent contractors, and neither party shall have the authority to bind the other by contract or otherwise. This Agreement does not confer any benefits on any third party.
Last Modified 20/01/2026.