Clause 1
Parties
💬 Open to Discussion
1.1Yao Technology ("Company").
1.2[ ] company registered in England, company number [ ], registered office [ ] ("Subscriber").
Open to Discussion
Subscriber details are completed at execution. If your firm operates through a group structure or holding company, please raise this before signing so the correct contracting entity is identified.
Clause 2
Definitions
🔒 Fixed Term
| 2.1 Proposed Go-Live Date | [Fixed target date — agreed at onboarding] |
| 2.3 Initial Term | 36 months from commencement per clause 5.1 (standard position — see annotation) |
| 2.7 User Licence Fee |
£75(UK)/$140(Aus)/user/month (annual prepay) OR £90(UK)/$180(Aus)/user/month (monthly billing) Annual total: £900(UK)/$1,680(Aus)/user/year — see pricing section below |
| 2.8 Renewal Term | Quarterly rolling |
| 2.17 Data Protection Laws | Data Protection Act 2018, UK GDPR, EU GDPR 2016/679 and amendments |
✅ Annual Plan — Best Value
£75(UK)/$140(Aus)/user/month
Billed annually — £900(UK)/$1,680(Aus) per user per year
Pay your licence fees upfront annually and benefit from our lowest per-user rate. A 25% deposit is due within 7 days of signing, with the balance due on commencement.
📅 Monthly Plan — Flexible
£90(UK)/$180(Aus)/user/month
Billed monthly — £1,080/$2,160(Aus) per user per year
Pay month-to-month by direct debit. A three-month deposit is required upfront, which offsets your first three months of licence fees after Go-Live.
Open to Discussion — Initial Term (Clause 2.3)
Our standard agreement is 36 months. However, we are happy to discuss a 12-month or 24-month initial term if preferred. Please note that pricing may vary for shorter contract lengths. See the annotation on Clause 5 for further detail.
Fixed Term — Definitions Generally
All defined terms underpin the entire agreement and are not individually open to alteration. The renewal term (quarterly rolling) and data protection definitions are fixed across all subscribers.
Clause 3
Go-Live
🔒 Fixed Term
3.1We shall use reasonable endeavours to meet the Proposed Go-Live Date. The actual date may vary subject to availability. This does not affect licence fee obligations under clause 7.5.
3.2Where the Proposed Go-Live is not achievable, we will issue a Go-Live Notice once conditions are met. You must respond within 5 business days — failure to respond constitutes acceptance.
Fixed Term
Go-Live mechanics and the deemed acceptance provision are operationally essential. Migration resources are allocated across multiple clients simultaneously, and any ambiguity in the acceptance process would cause downstream disruption to our delivery schedule.
Clause 4
Grant of Licence
🔒 Fixed Term
4.1We grant you a non-transferable and non-exclusive right to use Yao during the Term.
4.2This right is solely for your internal business purposes and terminates on expiry or termination of this agreement.
4.3You may use the Software on any web-enabled device for the purposes of your business.
4.4The Licence does not extend to any other Yao Software products unless specifically agreed in writing.
4.5You are licensed solely in accordance with the express terms of this agreement.
Fixed Term
The non-transferable, non-exclusive nature of this licence is a fundamental commercial and IP protection term, standard across all SaaS agreements. We are not able to grant transferable or exclusive licences under any circumstances.
Clause 5
Term, Pricing & Your Data
💬 Partly Open to Discussion
5.1The Initial Term commences on the earlier of the Proposed Go-Live Date or actual Go-Live.
5.2Either party may terminate by giving at least 60 days' written notice before the end of the Initial Term or any Renewal Term.
5.3Immediate termination rights arise on: material uncured breach (30-day cure period); irremediable breach; or insolvency of the other party.
5.5We fix your price for a full five years (3 year contract) so you have complete transparency, but you are free to cancel at any time after the initial three-year period. We only renew in 90-day increments so you’re never locked in long-term, and any future price increases are capped at the lower of 5% or CPI.
5.9Post-termination, on payment of all outstanding fees and maintaining at least one User Licence, you may request access to extract Your Data. We will facilitate up to two data transfer attempts at no additional charge.
Open to Discussion — Initial Term Length
Our standard Initial Term is 36 months. We are willing to discuss a 24-month or 12-month initial term if preferred — please note that pricing may vary for shorter contract lengths. Please raise this with your account manager before signing.
| Term Option | Our Position | Pricing Impact |
|---|---|---|
| 36 months | Standard position | Standard pricing applies |
| 24 months | Open to discussion | Pricing may vary |
| 12 months | Open to discussion | Pricing may vary |
Your Benefit — Clause 5.5 — Data Access on Exit
We believe your data belongs to you; while we hope you never leave, if you do, we’ll actively help you migrate it without any hassle or extra cost. We also fix our prices for five years because we want to give you total financial certainty, allowing us both to plan and grow confidently into the future.
Clause 6
User Licences
🔒 Fixed Term
6.1You may decrease the number of User Licences only after 12 months from commencement of the Initial Term, by providing at least 90 days' written notice prior to the effective date.
6.2Licences cannot be reduced below the lower of: (a) your Total Headcount of qualifying staff, or (b) your initial licence count.
6.3"Total Headcount" means all employees, officers, directors and contractors whose roles would reasonably be expected to utilise practice management software — irrespective of whether they actually use Yao.
6.6We may, at our absolute discretion, waive the licence fee for a temporary external auditor or accountant upon written request.
6.7To remove a User, email support@yaotechnology.com. Fee reductions take effect in the following month. Setting a user to "Disabled" does not constitute a removal request.
6.9You must not sub-licence, sell, or otherwise transfer rights in the Software.
Fixed Term — 12-Month Stability Period
The 12-month period before user reductions can be requested reflects the investment both parties make during the onboarding and adoption phase. It ensures your firm has adequate time to fully embed the platform before restructuring your licence count, and protects the continuity of service delivery for all users. After 12 months, reductions can be made with 90 days' notice, subject to the headcount floor.
Clause 7
Migration Scope and Costs
🔒 Fixed Term
7.2You are required to: provide timely access to existing systems and data; allocate experienced personnel for testing and validation; attend training; report blockers promptly; and fulfil all obligations set out in Annexure A.
7.3–7.4The Migration Fee is calculated on an agreed scope and timeline. Additional charges apply where delays or out-of-scope work arise from your failure to meet your obligations. We will notify you before applying any additional charges.
7.5Licence fees commence on the Proposed Go-Live Date, or automatically four weeks after that date if Go-Live has not been achieved, regardless of the reason for the delay.
7.6Migration slots are allocated first-come, first-served. Missed slots may be forfeited; rescheduling is subject to our availability and cannot be guaranteed.
Fixed Term
Migration terms — including automatic fee commencement at four weeks and slot-forfeiture — are fixed. Our migration resources are allocated across multiple concurrent clients, and we are not able to absorb the commercial risk of open-ended timelines caused by subscriber-side delays.
Clause 8
Payment
💬 Partly Open to Discussion
8.1The Migration Fee and Setup, Training & Configuration Fee are payable within 7 days of signing. You may request to pay these in equal monthly instalments (maximum 4 months), with the first instalment due within 7 days and subsequent instalments on the same date of each following month prior to the Proposed Go-Live Date. A 10% retainer is held back and payable on Go-Live.
8.2The Resource Fee (as referenced in Annexure A) is an optional fee for utilising our resources for setup, training and configuration, charged at our current published day-rate (plus VAT). The rate will be confirmed with you in writing before any resources are engaged. Invoices are raised weekly and due within 7 days.
8.7All fees are exclusive of VAT.
8.8Interest accrues on overdue amounts at 8% per annum above the Bank of England base rate from the due date.
8.9Collection agency costs are passed on to the subscriber in the event of referral.
✅ Annual Billing — £75(UK)/$140(Aus)/user/month
8.3.1Pay a 25% deposit of the annual User Licence Fee within 7 days of signing.
8.3.2Pay the remaining 75% on commencement of the Initial Term (Go-Live).
—Each subsequent annual payment is due in advance on each anniversary of commencement.
✓
Save £180/user/year versus monthly billing
📅 Monthly Billing — £90(UK)/$180(Aus)/user/month
8.4Pay a deposit equal to 3 months' licence fees within 7 days of signing.
—Deposit offsets the first 3 months of fees after commencement of the Initial Term.
—Thereafter, fees are payable in advance by direct debit on the 5th of each month.
i
Greater flexibility — no large upfront commitment
Open to Discussion — Migration & Setup Instalment Structure (8.1)
Our standard position allows up to 4 monthly instalments for Migration and Setup Fees, with a 10% retainer held until Go-Live. For projects with longer timelines, we are willing to have a brief conversation about the instalment structure — please raise this with your account manager.
Fixed Term — Interest & Collections (8.8–8.9)
Our late payment interest rate and collections cost provisions are fixed. These are standard commercial terms required by our financial management policies and will not be varied.
Fixed Term — Resource Fee Rate (8.2)
The Resource Fee is charged at our current published day-rate. The specific rate will be confirmed with you in writing before any resources are engaged — there are no surprises.
Clause 9
Service Level & Support
✅ Your Benefit
| Severity | Impact | Response Time | Channels |
|---|---|---|---|
| Critical | Complete or near-complete loss of service | Within 1 hour | Phone, email |
| Major | Significant service degradation | Within 2 hours | Phone, email |
| Moderate | Minor degradation, workarounds available | Within 1 business day | Email, online |
| Low | Minimal impact | Within 2 business days | Email, online |
Response time refers to initial acknowledgement. Progress updates will be provided throughout resolution.
Your Benefit — Contractual SLAs Included as Standard
These response times are contractually committed and included in your subscription fee at no additional charge. Critical issues receive a 1-hour response with direct phone access. These SLAs reflect our genuine commitment to your firm's operational continuity.
Clause 10
Third-Party Applications
🔒 Fixed Term
10.1–10.7Yao integrates with third-party applications not owned or controlled by us. We make no warranties regarding their functionality or security. Your use of third-party applications is at your sole risk, and you are responsible for all associated costs and compliance with their terms.
10.8We will provide 90 days' notice of any planned discontinuation of a third-party integration. Where a provider changes their terms unexpectedly, we will provide reasonable notice as soon as possible.
Fixed Term
Our disclaimers in respect of third-party applications are non-negotiable. We have no control over third-party providers and cannot accept liability for their products. The 90-day notice provision for planned discontinuation is included specifically to protect you.
Clause 11
Internet Connectivity
🔒 Fixed Term
11.1–11.4The performance of Yao is dependent on internet connectivity outside our control. You are responsible for maintaining an adequate connection. We assume no responsibility for delays, failures, or performance issues arising from your connectivity or third-party hardware.
Fixed Term
As a cloud-hosted platform, Yao's performance is inherently dependent on internet connectivity provided by third parties outside our infrastructure. We cannot accept liability for factors beyond our control. This clause is fixed.
Clause 12
Proprietary Rights
🔒 Fixed Term
12.1–12.3We retain all intellectual property rights in Yao. This agreement grants you no IP rights. You are prohibited from reverse engineering, decompiling, or modifying the Software in any way.
12.4Your Data remains your sole property. You grant us a non-exclusive licence to use, process and store your data solely for the purpose of providing and improving the Software.
12.5–12.6You may voluntarily submit product suggestions. We welcome these but are not obligated to implement them and retain all IP in any resulting improvements.
Your Benefit — Clause 12.4 — Your Data is Yours
Your data is expressly yours. We only use it to operate and improve the platform — nothing more. This is an important protection for your firm's client and matter data.
Fixed Term — IP in Software (12.1–12.3)
Our intellectual property in the Software is non-negotiable. The prohibition on reverse engineering, decompiling, or modification is standard and cannot be altered under any circumstances.
Clause 13
Your Information & Data Protection
⚖️ Statutory
13.1–13.2We limit use of your data strictly to the purposes defined in this agreement, holding it in accordance with Applicable Data Protection Laws.
13.3When processing your personal data we will: process only in accordance with this agreement and data protection law; maintain confidentiality; implement technical and organisational security measures (including Article 32 UK GDPR); assist with data subject rights; and delete personal data within 30 days of a written request following end of service.
13.3.8We will make available all information necessary to demonstrate compliance and support regulatory audits and inspections where required.
Statutory Obligation — Cannot Be Altered
This clause reflects our obligations under the UK GDPR and the Data Protection Act 2018. These are legal requirements and cannot be reduced or modified. They represent our minimum statutory obligations as a data processor.
Your Benefit — Audit Rights & Data Deletion
Clause 13.3.7 gives you a contractual right to require deletion of all personal data within 30 days of service end. Clause 13.3.8 gives you audit and inspection rights if required by a regulatory body — particularly relevant for SRA-regulated firms.
Clause 14
Suspension or Modification of Services
🔒 Fixed Term
14.1We may temporarily suspend or modify access for: planned maintenance; security or legal compliance; non-payment; or suspected breach or illegal use.
14.2We will provide at least 24 hours' notice for planned suspensions, except in emergencies, and will minimise the duration of any interruption.
Fixed Term
Our right to suspend for maintenance, security, and non-payment is operationally and commercially essential. The 24-hour notice commitment for planned suspensions is included to protect you from unannounced disruption. This clause is fixed.
Clause 15
Agreement Revisions
✅ Your Benefit
15This agreement may be revised to accommodate legal changes, service updates, or other modifications. Where changes significantly and adversely affect your rights, we will provide prior notice and grant you the right to terminate.
Your Benefit
You will never be bound by a material adverse change to this agreement without prior notice and the right to exit. This is an important protection for your firm.
Clause 16
Force Majeure
🔒 Fixed Term
16.1We shall not be liable for delays or failures resulting from circumstances beyond our reasonable control, including strikes, acts of war, natural disasters, supplier non-performance, or AWS outages not caused by our negligence.
Fixed Term — Required by Professional Indemnity Insurance
Force majeure provisions are required by our professional indemnity insurers and are standard across all technology agreements. This clause is not open to modification.
Clause 17
Client Acknowledgements & Representations
🔒 Fixed Term
17.1–17.2We disclaim all warranties to the extent permitted by law. You acknowledge you have conducted your own due diligence; that the Software is provided on an "as is" and "as available" basis; and that we do not provide legal, accounting, or bookkeeping advice through the Software.
17.3You agree not to use the Software for unlawful purposes, to transmit malicious software, to send unsolicited communications, or to infringe any third-party rights.
17.4Each User must have a unique login. Credentials may not be shared. We may audit compliance and charge for any discovered breach.
Fixed Term — Required by Professional Indemnity Insurance
The "as is" warranty disclaimer, exclusion of legal or accounting advice liability, and acceptable use provisions are required by our professional indemnity insurers. They reflect the reality of software provision and cannot be altered. Yao is a practice management tool — it is not a substitute for qualified professional advice.
Clause 18
Data Retention, Archiving & Fair Usage
✅ Partly Your Benefit
18.1Your licence fee includes 7 years of digital storage for each Matter from the date it is closed or archived — subject to the fair usage policy.
18.2–18.3Matters requiring retention beyond 7 years can be migrated to long-term archival storage at cost. You must request migration at least 30 days before expiry. We will provide 30 days' written notice before permanently deleting any matter.
18.4Where your aggregate storage significantly exceeds average usage for a firm of your size and scope, we will enter commercial discussions with you to agree a reasonable solution.
Your Benefit — 7-Year Retention Included as Standard
Seven years of matter storage is included in your licence fee — this aligns with standard SRA record-keeping requirements. You will always receive at least 30 days' notice before any data is permanently deleted.
Fixed Term — Retention Mechanics
The 7-year standard retention period, fair usage principles, and long-term archival cost-pass-through are fixed. These reflect our infrastructure costs and are applied consistently across all subscribers.
Clause 19
Limitation of Liability
🔒 Fixed Term
19.1Nothing limits our liability for fraud, fraudulent misrepresentation, or any liability that cannot be excluded by law.
19.2We shall not be liable for indirect, consequential, or punitive losses — including loss of profits, revenue, business, data, or goodwill.
19.3Our total aggregate liability is capped at the User Licence Fees paid in the 12 months preceding the date on which the claim arose.
19.4We maintain professional indemnity insurance at a level customary for software services. Evidence is available on reasonable written request.
Fixed Term — Directly Required by Professional Indemnity Insurance
Our liability cap and consequential loss exclusion are non-negotiable. These terms are directly required by our professional indemnity insurance policy. Any alteration to our liability position would invalidate our insurance cover. The 12-month fee cap is a commercially reasonable and industry-standard position for SaaS providers. Evidence of our PI insurance cover is available on written request under clause 19.4.
Clause 20
Dispute Resolution
✅ Your Benefit
20.1–20.3Disputes must first be escalated via written notice, followed by a meeting within 14 days, then good faith mediation if unresolved. Neither party may commence formal legal proceedings until this process has been completed.
Your Benefit — Mediation-First Approach
This structured dispute resolution process is designed to resolve issues efficiently and cost-effectively before either party is exposed to the time and expense of litigation. The mediation-first approach reflects our commitment to maintaining positive, long-term client relationships.
Clauses 21–22
Modern Slavery & Bribery Act
⚖️ Statutory
21We comply with the Modern Slavery Act 2015 and are committed to preventing slavery and human trafficking across our operations and supply chain. We conduct due diligence and provide staff training accordingly.
22We comply with the Bribery Act 2010 and do not tolerate any form of bribery or corruption.
Statutory Obligation — Cannot Be Altered
These clauses reflect our statutory compliance obligations under the Modern Slavery Act 2015 and the Bribery Act 2010. They are fixed and cannot be modified or removed.
Clause 23
Entire Agreement
🔒 Fixed Term
23This Agreement represents the complete understanding between the parties and prevails over all prior negotiations, agreements, or understandings. All implied terms are excluded to the maximum extent permitted by law.
Fixed Term
The entire agreement clause ensures that only the written terms of this agreement govern the relationship between the parties. Side letters, verbal assurances, and pre-contractual representations are superseded. This clause is fixed.
Clause 24
Governing Law
🔒 Fixed Term
24This agreement is governed by the laws of England and Wales and falls under the exclusive jurisdiction of the courts of England and Wales.
Fixed Term
Governing law and jurisdiction is non-negotiable. We are not able to contract under any other legal regime.
Execution
Signed on behalf of the Subscriber
Authorised Signatory
Name (print)
Title / Position
Date
Signed on behalf of Yao Technology
Yao Director
Date