ComChamp Cloud Service Agreement (CSA)

Between:
SalesChamp B.V. trading as ComChamp ("ComChamp", "we", "us")

And:
The customer as identified in the ordering process ("Customer", "you", "your")

1. Definitions & Service Description

1.1 Definitions

• Platform: The ComChamp omnichannel CRM and Customer Journey orchestration platform, including all functionality, documentation and updates.
• Project: A bounded environment within the Platform with its own users, data and configuration (for example: Sales CRM, HRM Recruitment, Customer Support).
• Workspace: A bounded workspace within the Platform with isolated data and configuration (for example: a department within a project or a reseller within a project).
• User: An individual person who accesses the Platform via a unique account.
• Customization: Specific adaptations to the Platform based on your requirements.
• Annexes: The documents that form part of this agreement, including the Pricing, Service & Customization Annex and the Data Processing Agreement.

1.2 Service Description

ComChamp provides a cloud-based Communication and CRM platform that enables organisations to:

• Design and automate customer and communication journeys
• Orchestrate communication across channels such as phone, email, web and face-to-face
• Manage lead capture, offer confirmation (sign and confirm) and service fulfilment
• Obtain data-driven insights for better business decisions
• Create and manage AI-driven workflows
• Configure system integrations

2. Usage Rights & Licence

2.1 Licence Grant

ComChamp grants you a limited, non-exclusive, non-transferable licence to use the Platform for the term of this agreement, solely for your internal business purposes.

2.2 Usage Restrictions

You may not:

• Resell, rent, lease or sublicense the Platform
• Copy, modify or create derivative works
• Reverse engineer or decompile the Platform
• Use the Platform for illegal purposes
• Use the Platform in a way that harms the Platform or other users

2.3 User Accounts

• You are responsible for all activity under your account
• User accounts are personal and must not be shared
• You must keep login credentials confidential

3. Data Ownership & Privacy

3.1 Ownership of Customer Data

• You remain at all times the full owner of all data you enter into the Platform
• ComChamp claims no ownership rights over your data
• You grant ComChamp a limited right to use your data solely for providing the services

3.2 Data Location & Security

• All data is stored on Google Cloud servers within the European Union
• Data is encrypted in transit (TLS 1.3) and at rest (AES-256)
• Daily backups with 30-day retention

3.3 Privacy & Compliance

• ComChamp processes personal data in accordance with the GDPR
• Details are set out in the Data Processing Agreement
• ComChamp does not use your data for its own commercial purposes

3.4 Data Export

• You can export your data at any time via API while preserving relational structure
• On termination you have 90 days to export your data
• Export assistance is available through support
• After that, your data is permanently deleted

4. Intellectual Property

4.1 Platform Ownership

All rights in the Platform, including software, design and documentation, remain the exclusive property of ComChamp.

4.2 Feedback

Suggestions or feedback you provide about the Platform may be freely used by ComChamp without any obligation to you.

4.3 Customization

Unless otherwise agreed in writing, customizations remain the property of ComChamp. You receive a usage right within your Platform instance. An option to purchase the source code is available at 100% of development cost.

5. Liability and Indemnification

5.1 Limitation of Liability

• ComChamp is not liable for indirect damages, loss of profit or consequential damages
• Total liability is limited to a maximum of 12 months of the subscription fees paid by you
• This limitation applies equally to all customers

5.2 Exceptions

The above limitations do not apply to:

• Damage caused by intent or gross negligence of ComChamp
• Infringement of intellectual property rights
• Data breach caused by gross negligence of ComChamp (unlimited liability)

5.3 Insurance

ComChamp holds cyber liability insurance with €5 million coverage. On request, customers may discuss additional coverage.

5.4 Indemnification

You indemnify ComChamp against third-party claims arising from your use of the Platform, unless the claim results from a material failure by ComChamp.

6. Payment Terms & Invoicing

6.1 Prices

Prices are as set out in the Pricing, Service & Customization Annex and are exclusive of VAT.

6.2 Invoicing

• Invoicing takes place monthly in arrears
• Payment term: 14 days from invoice date
• With direct debit: collection around the 15th of the month

6.3 Payment Methods

• Up to €500/month: Credit card or direct debit
• From €2,500/month: Invoice option available (on request)

6.4 Non-payment

In case of late payment:

• First reminder after 7 days
• Access suspended after 30 days
• Agreement may be terminated after 60 days

7. Term and Termination

7.1 Term

• The agreement commences on activation of your account
• After the first month: terminable monthly with 30 days' notice
• Automatic renewal unless cancelled

7.2 Cancellation

• Cancellation is by email to support@comchamp.com
• Notice period: 30 days for all customers
• You continue to pay until the end of the notice period

7.3 Termination by ComChamp

ComChamp may terminate the agreement immediately in the event of:

• Material breach of this agreement
• Non-payment after 60 days
• Misuse of the Platform

7.4 Consequences of Termination

• Access to the Platform ceases
• You have 90 days to export your data
• Amounts already paid are not refunded

7.5 Escrow Arrangement

For continuity, an escrow arrangement is available on request for enterprise customers.

8. Changes & Updates

8.1 Platform Updates

ComChamp may update and improve the Platform. We aim not to reduce functionality.

8.2 Changes to the Agreement

• ComChamp may amend this agreement with 30 days' notice
• Material changes are determined by objective criteria
• Continued use constitutes acceptance

8.3 Price Changes

• Price increases are announced at least 60 days in advance
• At most one price increase per year
• Annual contracts retain price guarantee for the contract period

9. Support & Maintenance

9.1 Support

• Support level per the Pricing, Service & Customization Annex
• Reachable via support@comchamp.com
• Office hours: Mon–Fri 9:00–17:00 CET
• 24/7 AI chatbot for immediate help

9.2 Maintenance

• Planned maintenance with 48 hours' notice
• Preferably outside office hours
• Critical updates may be deployed immediately

10. Acceptable Use Policy

10.1 Permitted Use

The Platform is intended for legitimate business communication and CRM purposes.

10.2 Prohibited Use

You may not use the Platform for:

• Spam or unwanted communication
• Illegal activities
• Infringement of third-party rights
• Distribution of malware
• Activities that overload the Platform

10.3 Fair Use

• Use in line with what may reasonably be expected by industry standards
• ComChamp may, in consultation, set limits where use is structurally above average
• The aim is to reach a reasonable solution jointly

11. General Provisions

11.1 Entire Agreement

This Cloud Service Agreement, together with the applicable Annexes, constitutes the entire agreement.

11.2 Assignment

You may not assign this agreement without ComChamp's written consent.

11.3 Force Majeure

Neither party is liable for delays caused by force majeure.

11.4 Severability

If any provision is invalid, the remaining provisions remain in force.

11.5 Communication

Official communication takes place via the email addresses in your account.

11.6 AI-Assisted Interpretation

For disputes about the interpretation of provisions in this Agreement, the Parties may jointly consult an AI model (Claude Opus 4 or equivalent). The AI analysis forms the basis for further negotiation. If the dispute persists, mediation follows. Costs of AI consultation are borne by ComChamp. This mechanism takes precedence over direct escalation to court.

12. Governing Law

12.1 Dutch Law

This agreement is governed by Dutch law.

12.2 Disputes

• The Parties will first attempt to resolve disputes between themselves
• For interpretation differences: AI consultation per 11.6
• Thereafter mediation if necessary
• If the dispute persists: the competent court of Noord-Holland

12.3 Language

In case of differences between language versions, the Dutch version prevails.

Contact

Support: support@comchamp.com

General: hello@comchamp.nl

Phone: +31 (0)23 234 0232

By using the Platform you agree to this Core Agreement and the applicable Annexes.