# SOFTWARE AS A SERVICE AGREEMENT
Date: 6 December 2029
Parties: Northmoor Analytics Limited and Calder & Finch Retail Limited
## 1. Parties, transaction and definitions
Northmoor Analytics Limited provides its cloud forecasting platform to Calder & Finch Retail Limited under this business subscription agreement. The subscription covers 85 named users, dashboards and API access from 1 January to 31 December 2030 for Calder's internal retail operations only.
## 2. Commercial scope and consideration
The annual fee is £72,000 plus VAT, payable quarterly in advance by BACS. Renewal fees may increase by CPI plus 3% on 90 days' notice. Support is weekdays 08:00–18:00 UK time; critical incidents have a four-hour response target and availability is 99.5% monthly excluding scheduled maintenance.
## 3. Performance, approvals and records
Northmoor acts as processor and Calder as controller. Schedule 1 is an Article 28 UK GDPR processing schedule covering instructions, confidentiality, subprocessors, technical measures, data-subject assistance, 24-hour incident notice, audit evidence and deletion or return at exit.
## 4. IP, confidentiality and data
Calder keeps credentials secure, appoints administrators and inputs data lawfully. Northmoor maintains encryption, access control, backups and tested recovery. Neither party uses personal data or confidential prompts for public AI training and each reports a security incident promptly.
## 5. Term, termination and transition
Calder owns its data and configurations; Northmoor owns platform IP. Calder may not resell, reverse engineer, scrape or upload another customer's data. Support requests, usage and uptime are recorded in a monthly service report.
## 6. Risk allocation and remedies
Either party may terminate for uncured material breach or insolvency; Calder may terminate after a price change. Northmoor may suspend for a genuine security threat or 30 days' unpaid undisputed fees while minimising disruption. It supplies a standard export for 60 days after exit and then securely deletes data unless law requires retention.
## 7. England and Wales law and signatures
Current-term fees paid are the liability cap, except for fraud, negligence death or personal injury, confidentiality, data breach and sums due. England and Wales law and exclusive courts apply. Signed by Priya Shah and Oliver Grant after schedule review.