Draft, published for information. These terms are subject to change and are not an offer. A Corality subscription is governed by the order form and agreement signed with each customer. Items in square brackets are settled for each customer. Questions: hello@corality.io.
1. Parties
This SaaS Subscription Agreement (the "Agreement") is made between:
(1) Corality Ltd, a company registered in England and Wales under company number 15956745, whose registered office is at 128 City Road, London EC1V 2NX ("Corality", "we", "us", "our"); and
(2) the customer named in the applicable Order Form (the "Customer", "you", "your"),
each a "party" and together the "parties".
This Agreement takes effect on the date the Customer signs, or otherwise accepts, its first Order Form (the "Effective Date").
2. Definitions
"Acceptable Use Policy" means Corality's then-current acceptable use policy for the Services, as notified to the Customer from time to time.
"Authorised User" means an individual authorised by the Customer to access and use the Services under the Customer's account, including the Customer's staff, contractors, and (where applicable) surveyors engaged by the Customer.
"Confidential Information" has the meaning given in clause 11.
"Customer Data" means all data, content and other materials, including Personal Data, submitted to or generated within the Services by or on behalf of the Customer or its Authorised Users, including resident/tenant records, booking data, photographs, survey notes, and reports.
"DPA" means the Data Processing Agreement between the parties, incorporated into this Agreement by reference under clause 10.
"Order Form" means an order form, statement of work, or online order confirming the Customer's subscription to the Services, including the subscription tier, fees, workspaces/seats, term, and any other commercial terms, which is agreed in writing (including electronically) between the parties and incorporates this Agreement.
"Platform" means Corality's proprietary software-as-a-service platform, branded "Corality", comprising the admin web application, client portal, surveyor mobile application, and associated infrastructure.
"Services" means the Platform and any related support, hosting, and professional services made available to the Customer under an Order Form.
"Term" means the period during which an Order Form is in effect, as further described in clause 7.
3. Order Forms
3.1 Each Order Form is governed by, and incorporates, this Agreement. If there is a conflict between this Agreement and an Order Form, the Order Form prevails only to the extent of that conflict and only in relation to the commercial terms it sets out (fees, volumes, term, and similar matters), unless the Order Form expressly states that it varies a specific clause of this Agreement.
3.2 Pricing, including any platform fee, seat or workspace fees, setup fees, per-home fees, and any applicable annual minimum fee, is set out in the applicable Order Form. [SOLICITOR/CORALITY TO CONFIRM clause 6 cross-references remain consistent with this.]
4. Subscription and licence
4.1 Subject to the Customer's compliance with this Agreement and payment of the applicable fees, Corality grants the Customer a non-exclusive, non-transferable, non-sublicensable right, during the Term, for its Authorised Users to access and use the Services for the Customer's internal business purposes, in accordance with the volumes, workspaces and/or seats specified in the applicable Order Form.
4.2 The Customer shall not, and shall ensure its Authorised Users do not: (a) sublicense, resell, or make the Services available to any third party outside the scope of the Customer's own organisation and the housing associations, local authorities, or consultancies it is contracted to serve, except as expressly permitted under the applicable Order Form; (b) reverse engineer, decompile, or attempt to derive the source code of the Platform, except to the extent permitted by law; (c) use the Services to build a competing product; or (d) circumvent any usage limits or access controls.
5. Customer obligations and acceptable use
5.1 The Customer shall: (a) ensure its Authorised Users comply with this Agreement and any Acceptable Use Policy; (b) be responsible for the accuracy, quality, and lawfulness of Customer Data and of the means by which it acquired Customer Data, including having an appropriate lawful basis to process resident/tenant Personal Data for the purposes of the Services; (c) maintain the confidentiality of Authorised User login credentials; (d) promptly notify Corality of any unauthorised use of its account; and (e) not use the Services to send unsolicited communications or otherwise in breach of applicable law, including UK Data Protection Legislation and the Privacy and Electronic Communications Regulations 2003.
5.2 The Customer is responsible for obtaining any consents or providing any notices to residents/tenants required under applicable law in connection with SMS and email campaigns sent via the Services, except to the extent Corality has expressly agreed in writing to do so on the Customer's behalf.
6. Fees and payment
6.1 The Customer shall pay the fees set out in the applicable Order Form. Unless stated otherwise, fees for housing association customers are calculated per home under management, subject to an annual minimum fee, plus any applicable setup fee; fees for surveying consultancy customers comprise a platform fee plus seat/workspace fees, plus any applicable setup fee, each as set out in the Order Form.
6.2 Unless otherwise stated in the Order Form, Corality shall invoice the Customer [SQUARE BRACKET: e.g. annually in advance / monthly in arrears], and the Customer shall pay each invoice within [SQUARE BRACKET: e.g. 30] days of the invoice date.
6.3 All fees are exclusive of VAT and any other applicable taxes, which shall be added to invoices at the applicable rate.
6.4 If the Customer fails to pay any undisputed invoice by its due date, Corality may charge interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, together with any recoverable fixed sum and reasonable costs of recovery, and may suspend the Services in accordance with clause 8 until payment is made.
6.5 Fees may be increased on renewal on [SQUARE BRACKET: e.g. 60] days' prior written notice, to take effect from the next renewal Term.
7. Term and renewal
7.1 This Agreement commences on the Effective Date and continues until all Order Forms under it have expired or been terminated.
7.2 Each Order Form has an initial term as set out in it (the "Initial Term") and shall automatically renew for successive periods of the same length (each a "Renewal Term"), unless either party gives the other written notice of non-renewal at least [SQUARE BRACKET: e.g. 90] days before the end of the then-current term.
8. Suspension
8.1 Corality may suspend the Customer's or any Authorised User's access to the Services, in whole or in part, where: (a) the Customer has failed to pay undisputed fees when due and has not remedied this within [SQUARE BRACKET: e.g. 14] days of written notice; (b) Corality reasonably believes the Services are being used in breach of clause 4.2, clause 5, or the Acceptable Use Policy, in a manner that poses a security risk or risk of harm to Corality, other customers, or any resident/tenant; or (c) suspension is required to comply with applicable law or a competent authority's instruction.
8.2 Corality shall, where reasonably practicable, give advance notice of suspension and shall restore access promptly once the relevant issue is resolved. Suspension under this clause 8 does not relieve the Customer of its payment obligations.
9. Intellectual property
9.1 As between the parties, the Customer owns all right, title and interest in and to Customer Data.
9.2 As between the parties, Corality owns all right, title and interest in and to the Platform and the Services, including all underlying software, templates, documentation, and improvements, excluding Customer Data. No rights are granted to the Customer other than as expressly set out in this Agreement.
9.3 [SOLICITOR/CORALITY TO CONFIRM] Corality may use aggregated and anonymised data derived from Customer Data, which does not identify the Customer or any Data Subject, for the purposes of improving and benchmarking the Services.
10. Data protection
10.1 Each party shall comply with its respective obligations under UK Data Protection Legislation in connection with the performance of this Agreement.
10.2 The parties' respective roles and obligations in relation to the processing of Personal Data are set out in the DPA, which is incorporated into, and forms part of, this Agreement.
11. Confidentiality
11.1 Each party (the "Receiving Party") shall keep confidential all information disclosed to it by the other party (the "Disclosing Party") that is marked as confidential or that would reasonably be considered confidential given its nature and the circumstances of disclosure ("Confidential Information"), and shall not use such information except to perform its obligations or exercise its rights under this Agreement, nor disclose it to any third party except to those of its personnel, affiliates, or sub-contractors who need to know it for that purpose and who are bound by equivalent confidentiality obligations.
11.2 Clause 11.1 does not apply to information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully in the Receiving Party's possession before disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is required to be disclosed by law, regulation, or a competent authority (including, for a local authority Customer, a request under the Freedom of Information Act 2000 [SOLICITOR TO CONFIRM wording]), provided that, where reasonably practicable and lawful, the Receiving Party gives the Disclosing Party notice before disclosure.
11.3 Customer Data is Confidential Information of the Customer. The terms of this Agreement (including pricing) are Confidential Information of both parties.
12. Warranties
12.1 Each party warrants that it has full power and authority to enter into this Agreement.
12.2 Corality warrants that it will provide the Services with reasonable skill and care, and in substantial conformity with its then-current published documentation.
12.3 [SQUARE BRACKET: service levels / uptime commitment, if any, to be added here following solicitor advice.]
12.4 Except as expressly stated in this Agreement, the Services are provided "as is" and Corality excludes all other warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise, to the fullest extent permitted by law.
13. Indemnities
13.1 Corality shall indemnify the Customer against any third party claim that the Customer's authorised use of the Services in accordance with this Agreement infringes that third party's UK intellectual property rights, except to the extent the claim arises from Customer Data, the Customer's breach of this Agreement, or use of the Services in combination with materials not supplied by Corality.
13.2 The Customer shall indemnify Corality against any third party claim arising from: (a) Customer Data, including any claim that the Customer's collection or submission of Customer Data (including resident/tenant Personal Data) breaches applicable law or infringes a third party's rights; or (b) the Customer's breach of clause 5 (Customer obligations and acceptable use).
13.3 The indemnified party shall promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defence and settlement (acting reasonably), and provide reasonable cooperation at the indemnifying party's expense.
14. Limitation of liability
14.1 Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under English law.
14.2 Subject to clause 14.1, neither party shall be liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill, or anticipated savings, whether or not such losses were foreseeable.
14.3 Subject to clauses 14.1 and 14.2, each party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed [SQUARE BRACKET: e.g. an amount equal to the fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim]. [SOLICITOR TO ADVISE, including whether data protection liability or the indemnities in clause 13 should be subject to a separate or higher cap.]
15. Termination
15.1 Either party may terminate this Agreement or any Order Form with immediate effect by written notice if the other party: (a) commits a material breach of this Agreement which is not remedied within [SQUARE BRACKET: e.g. 30] days of written notice to do so; or (b) becomes insolvent, enters administration or liquidation (other than for solvent reorganisation), or is unable to pay its debts as they fall due.
15.2 Corality may terminate this Agreement or any Order Form on [SQUARE BRACKET] days' written notice for convenience, [SQUARE BRACKET: if applicable / subject to any minimum term commitments in the Order Form].
16. Exit and data export
16.1 On termination or expiry of this Agreement (or the relevant Order Form), the Customer may, for a period of [SQUARE BRACKET: e.g. 30] days, export Customer Data from the Services in a reasonably usable format (for example, CSV export of property, booking, and survey records).
16.2 Following expiry of that export period, Corality shall delete or anonymise Customer Data in accordance with clause 12 of the DPA, save to the extent it is required by law to retain it.
16.3 Termination does not affect any rights or obligations that accrued before the date of termination, including payment obligations.
17. Force majeure
17.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by an event beyond its reasonable control, including acts of God, war, civil unrest, industrial action, failure of a third party telecommunications or utility provider, or failure of a sub-processor's infrastructure, provided the affected party notifies the other party promptly and uses reasonable efforts to mitigate the effect of the event.
18. General
18.1 Assignment. Neither party may assign or transfer any of its rights or obligations under this Agreement without the other party's prior written consent, except that Corality may assign this Agreement to a purchaser of all or substantially all of its business or assets, or in connection with a merger or reorganisation, on written notice to the Customer.
18.2 Entire agreement. This Agreement, together with any Order Form and the DPA, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral, except that nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
18.3 Third party rights. Save as expressly stated, no term of this Agreement is intended to, or shall, confer any benefit on any person who is not a party to it, and the parties do not intend the Contracts (Rights of Third Parties) Act 1999 to apply to this Agreement.
18.4 Notices. Any notice given under this Agreement shall be in writing and sent to the recipient's registered office (for Corality: 128 City Road, London EC1V 2NX) or to the email address specified in the applicable Order Form, and shall be deemed received [SQUARE BRACKET: e.g. on the next business day if sent by email, or two business days after posting if sent by first class post].
18.5 Variation. No variation of this Agreement shall be effective unless made in writing and signed by (or agreed in writing, including electronically, by an authorised representative of) both parties, save for variations to an Order Form's commercial terms as permitted under clause 3.
18.6 Counterparts. This Agreement may be executed in counterparts (including electronically), each of which is an original, and all of which together constitute one agreement.
18.7 Public sector customers. [SQUARE BRACKET: additional terms for local authority/public sector Customers, if required, including any Freedom of Information Act 2000 and Procurement Act 2023 provisions, to be added following solicitor advice.]
19. Governing law and jurisdiction
19.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) is governed by, and shall be construed in accordance with, the laws of England and Wales.
19.2 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 this Agreement.
[Signature blocks to be added by solicitor as appropriate, together with details of each Order Form referencing this Agreement.]