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Subscription Agreement — DRAFT TEMPLATE
DRAFT — NOT LEGAL ADVICE. This is a starting template, not a finished contract. A HK SaaS / commercial lawyer must review and adapt before use. Placeholder values in
[BRACKETS]need company-specific decisions. Sections marked [REVIEW] are particularly jurisdiction-sensitive and need legal sign-off.
Effective Date: [DATE] Service Provider: [LEGAL ENTITY NAME], a [JURISDICTION] company ("FoxCLM", "we", "us", "our") Customer: the entity that subscribes to the Service via the order form or online registration ("Customer", "you", "your")
1. Definitions
- Service: the FoxCLM Tutor CRM software-as-a-service platform, including all features, modules (CLM, scheduling, invoicing, scheduling), and APIs.
- Subscription: the right to access and use the Service per the Order Form or selected plan.
- Customer Content: any data, contracts, client lists, signatures, files, or other material that Customer or its end users upload to or generate within the Service.
- Authorized User: a person Customer authorizes to use the Service under its Subscription.
- Documentation: the user-facing documentation FoxCLM makes available at [DOCS URL].
- DPA: the Data Processing Agreement attached as Exhibit A or available at [DPA URL].
- SLA: the Service Level Agreement attached as Exhibit B or available at [SLA URL].
2. Subscription Grant
FoxCLM grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Service for Customer's internal business purposes during the Subscription term, subject to this Agreement, payment of fees, and the usage limits of Customer's selected plan.
3. Customer Restrictions
Customer will not, and will not permit any Authorized User or third party to:
(a) reverse engineer, decompile, or attempt to derive the source code of the Service except where prohibited by applicable law; (b) resell, sublicense, or make the Service available to any third party except as expressly permitted; (c) use the Service to send spam, distribute malware, host illegal content, or violate any third party's rights; (d) circumvent technical limitations, rate limits, or security mechanisms; (e) use the Service to build a competing product; (f) misrepresent the legal effect of any electronic signature obtained through the Service.
4. Customer Content and Data
Customer retains all right, title, and interest in Customer Content. Customer grants FoxCLM a limited license to host, transmit, process, and display Customer Content as necessary to provide the Service.
FoxCLM's processing of personal data within Customer Content is governed by the DPA (Exhibit A).
Customer represents and warrants that:
- It has all rights necessary to upload Customer Content
- Customer Content does not infringe any third party's rights
- Customer has obtained any consents required to process its end users' personal data through the Service
5. Fees and Billing
(a) Fees. Customer pays the subscription fees set out in the Order Form or selected plan. Fees are exclusive of taxes.
(b) Billing. Subscription fees are invoiced in advance, monthly or annually as selected. Payment is due within [30] days of invoice date.
(c) Late payment. Overdue amounts may accrue interest at [1.5%] per month or the maximum permitted by law, whichever is lower.
(d) Suspension for non-payment. FoxCLM may suspend the Service after [15] days' written notice of non-payment.
(e) Taxes. Customer is responsible for all applicable taxes other than taxes on FoxCLM's net income.
(f) Price changes. FoxCLM may change subscription fees with [60] days' written notice, effective at the next renewal.
6. Term and Termination
(a) Initial Term. The initial subscription term is set out in the Order Form (default: 12 months).
(b) Renewal. Subscriptions auto-renew for successive terms equal to the initial term unless either party gives written notice of non-renewal at least [30] days before the current term ends.
(c) Termination for breach. Either party may terminate this Agreement if the other materially breaches and fails to cure within [30] days of written notice.
(d) Termination for insolvency. Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, or ceases business operations.
(e) Effect of termination. Upon termination:
- Customer's access ends
- FoxCLM will retain Customer Content for [30] days during which Customer may export it
- After [30] days, FoxCLM may delete Customer Content, except for audit chain data which is retained per the SLA
- Fees paid for the remaining term are non-refundable except where Customer terminates for FoxCLM's uncured material breach
7. Service Levels
Service availability and credits are governed by the SLA (Exhibit B). The SLA's service credits are Customer's sole and exclusive remedy for service unavailability, except where applicable law requires otherwise.
8. Warranties
(a) By FoxCLM. FoxCLM warrants that:
- The Service will perform materially as described in the Documentation
- FoxCLM has the right to grant the rights granted in this Agreement
- FoxCLM will use industry-standard practices to maintain security of the Service
[REVIEW] (b) Audit and Compliance Capability. The Service includes features that provide evidentiary capability for electronic signatures and contract audit trails, intended to support reliability under HK Electronic Transactions Ordinance (Cap 553) Section 6. FoxCLM does NOT warrant that any specific contract executed via the Service will be admissible or enforceable in any particular jurisdiction or proceeding. Admissibility depends on factors outside FoxCLM's control, including judicial discretion, opposing-party challenges, and Customer's own deployment of the audit features.
(c) Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". FOXCLM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
9. Limitation of Liability
[REVIEW] (a) Cap on direct damages. FoxCLM's total aggregate liability arising out of or related to this Agreement, regardless of cause, will not exceed the fees paid by Customer to FoxCLM in the 12 months preceding the event giving rise to the liability.
(b) Exclusion of indirect damages. Neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost business, lost data, or loss of contract value, even if advised of the possibility.
(c) Carve-outs. The above limits do NOT apply to:
- Customer's breach of Section 3 (Restrictions)
- Either party's indemnification obligations under Section 11
- Either party's breach of confidentiality
- Either party's gross negligence or willful misconduct
10. Confidentiality
Each party will protect the other's Confidential Information using at least the same degree of care it uses for its own Confidential Information, and not less than reasonable care. Confidential Information may be disclosed only to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations.
This obligation survives termination for [3] years.
11. Indemnification
(a) By FoxCLM. FoxCLM will defend Customer against any third-party claim that Customer's authorized use of the Service infringes the third party's intellectual property rights, and will pay damages awarded by a court or agreed in settlement, provided Customer:
- Promptly notifies FoxCLM in writing
- Gives FoxCLM sole control of the defense
- Provides reasonable cooperation
If the Service is alleged to infringe, FoxCLM may at its option: (i) modify the Service so it is non-infringing; (ii) obtain a license; or (iii) terminate the Subscription and refund pre-paid fees for the unused period.
This indemnity does not apply if the claim arises from Customer Content, Customer's combination of the Service with non-FoxCLM products, or Customer's modification of the Service.
(b) By Customer. Customer will defend FoxCLM against any third-party claim arising from Customer Content, Customer's violation of Section 3, or Customer's breach of representations in Section 4.
12. Data Protection
The DPA (Exhibit A) governs FoxCLM's processing of personal data within Customer Content. The DPA references HK Personal Data (Privacy) Ordinance (Cap 486) compliance and (where applicable) GDPR or equivalent regimes.
FoxCLM maintains a current list of subprocessors at [SUBPROCESSORS URL]. FoxCLM will give Customer at least [30] days' notice of new subprocessors.
13. Force Majeure
Neither party is liable for failure to perform due to causes beyond its reasonable control, including natural disasters, acts of war, civil unrest, government action, internet or utility failures, pandemics, or third-party infrastructure outages (e.g., AWS, MariaDB hosting providers). The affected party must notify the other promptly and resume performance as soon as practicable.
14. Governing Law and Dispute Resolution
[REVIEW] (a) Governing law. This Agreement is governed by the laws of the Hong Kong Special Administrative Region, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
[REVIEW] (b) Jurisdiction. The parties submit to the exclusive jurisdiction of the courts of the Hong Kong SAR.
(c) Notice before suit. Before filing any action, the party with the dispute must notify the other in writing and the parties will negotiate in good faith for [30] days.
15. General
(a) Entire Agreement. This Agreement, together with the Order Form, DPA, and SLA, constitutes the entire agreement between the parties on the subject matter and supersedes prior agreements.
(b) Amendments. FoxCLM may update this Agreement from time to time. Material changes take effect on the next renewal of Customer's subscription, with at least [30] days' notice. Continued use after the effective date constitutes acceptance.
(c) Assignment. Neither party may assign this Agreement without the other's written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, on prior written notice.
(d) Notices. Notices must be in writing and sent to the address on the Order Form (Customer) or to [LEGAL NOTICES EMAIL] (FoxCLM). Email notice is effective on the next business day.
(e) No agency. No partnership, joint venture, or agency relationship is created by this Agreement.
(f) Severability. If any provision is held unenforceable, the remainder remains in effect.
(g) Waiver. Failure to enforce any right is not a waiver.
(h) Survival. Sections 3, 4, 9, 10, 11, 12, 14, and 15 survive termination.
(i) Order of precedence. In conflict between documents: Order Form > DPA > SLA > this Agreement.
Exhibits (separate documents)
- Exhibit A — Data Processing Agreement (DPA) — to be drafted
- Exhibit B — Service Level Agreement (SLA) — see
sla.md - Exhibit C — Acceptable Use Policy — to be drafted
Document version: 0.1 — DRAFT Last reviewed by counsel: Not yet — pending review
Open items for legal review:
- [ ] Validate jurisdiction and governing law choice for HK SaaS targeting HK SMB
- [ ] Confirm 12-month liability cap is enforceable under HK Control of Exemption Clauses Ordinance (Cap 71)
- [ ] Draft DPA covering PDPO + (if applicable) GDPR adequacy
- [ ] Draft AUP covering signing-fraud, content moderation, prohibited use cases
- [ ] Add ETO Section 6 and Section 17 references with appropriate carve-outs
- [ ] Confirm subprocessor disclosure cadence meets PDPO requirements
- [ ] Insurance carrier requirements (Tech E&O, Cyber) — referenced or separate?
- [ ] Decide language: bilingual EN/zh-HK or English-only with HK as governing