Terms & Conditions of Business
Definitions:
“Seller” shall mean Hatchgate Software Ltd.
“Buyer” shall mean the company, individual or organisation to which these
Terms & Conditions of Business are specifically addressed.
“Product” or "Products" shall mean the software product(s) or consultancy service(s) supplied.
1) Agreement
The following terms and conditions, along with any attached quotation are to act as an
offer to sell the quoted Product. Any purchase order sent in response to this
offer, or oral affirmation of acceptance is to act as a confirmation of
acceptance, and the terms and conditions of this agreement shall control. Any
terms or conditions that are not in agreement with this offer whether material
or otherwise will constitute a counteroffer and are hereby rejected. The Buyer
must object to the terms of this offer in writing and such objection must be
made known at or before the time of sale.
2) Payments / Charges
Payment terms are strictly NET 30 days from date of invoice unless otherwise stated in
writing by the Seller. Notwithstanding, at any time the Seller may require full
payment in advance, or may cancel the undelivered portion of any order if in its
just judgement the financial condition of the Buyer so justifies. If the Seller
offers a staged payment schedule to the Buyer, and the Buyer subsequently
cancels or discontinues using the ordered Product, any remaining
balance must be paid in full to the Seller. Invoicing of staged payments shall commence
in the month
following payment of the initial deposit by the Buyer. Late payments
shall be subject to a charge of 3% interest per month on the unpaid balance.
The Seller is entitled to restrict or prevent use of any supplied Product by the Buyer until the unpaid account balance is settled. The Buyer agrees that failure to continue payment of regular monthly or annual charges imposed by the Seller, including ongoing maintenance/support charges, shall result in forfeiture of use of the ordered Product and account termination. Value Added Tax (VAT) is charged at the current prevailing rate on all ordered Products, and charges for supplied Products may rise over time (e.g. due to inflation, increases in the seller's operational costs etc.).
3) Changes
Notices of changes in orders must be made and accepted in writing.
4) Cancellations
The Buyer may cancel the order only upon written notice and upon payment to
Seller of reasonable and proper cancellation charges. Work will proceed until
written notice of cancellation has been received. Cancellation costs as
liquidated damages shall include, but not be limited to, the full cost incurred
by the Seller on all completed items, plus charges for loss of profit. The Buyer may cancel any and all services currently being supplied by the Seller, by giving at least one month's advance written notice. The Buyer shall be liableto pay for all relevant services up to and including the day of termination of these terms. Refunds may be authorised by the Seller providing the Buyer's account is in good standing.
5) Delivery
Dates quoted are approximate and are based upon prompt receipt of all necessary
information requested by the Seller. The Seller will use best efforts to
deliver within the time estimated, but does not guarantee to do so. The Seller
shall not be liable for any delays or defaults hereunder by reason of fire,
flood, accidents, acts of God or other causes beyond its reasonable control.
6) Software
and Services
Title to ordered software shall always remain with the Seller. The Seller grants
a perpetual non-exclusive license to use such software on one unit of Product,
and shall not include source code unless expressly agreed to in a separate
addendum. The Buyer will not decompile or reverse engineer the software, or
duplicate/publish any text or documentation relating to the software. The Seller
may terminate the license if licensee (Buyer) discloses the software to others
without the Seller's consent. The Buyer is deemed entirely responsible for
ensuring a data backup of all ordered software exists at all times (including
programs, databases and related files). The Seller reserves the right to
substantially modify or withdraw any Products provided free-of-charge at any
time, and without prior notice. Currently, Products provided free-of-charge
include Mercury ServiceWeb and
Mercury WebSync.
7) Cloud Server Hosting Services
Where the Buyer elects to hold their databases within the Seller's Cloud Server
Hosting framework, the Buyer agrees that access to their data is dependant
upon other 3rd party services such as, but not limited to, Internet Service
Providers (ISPs), and as such, access to the Buyer's databases
cannot be
guaranteed. The Seller will endeavour to rectify any issues within its explicit
control as quickly and efficiently as possible. The Buyer acknowledges that the
Seller's liability for alleged negligence shall not in any event exceed an
amount equivalent to charges payable by the Buyer for services provided during
the period that damage occurred. Under no circumstances shall the Seller be
liable for any special or consequential damages, loss or injury. From time to
time, the Cloud Server may be unavailable because of essential maintenance. Cloud Server
Hosting is provided as a rented service, and as such non-payment of invoices
will result in suspension or cancellation of the service. The Buyer accepts that
the Seller may prospectively change the specified rates and charges from
time-to-time.
8) Limitation of liability
The Seller will have no liability or obligation to the Buyer or any other person
for any claim, loss, damage or expense caused in whole or in part, directly or
indirectly, by the inadequacy of any Product for any purpose, by any deficiency
or defect in any Product, by the use of performance of any Product or by any
failure or delay in the Seller's performance hereunder, or for any special,
direct, indirect, incidental, consequential, exemplary or punitive damages,
however caused, including, without limitation, personal injury or loss of
business or profit, whether or not the Buyer will have informed the Seller of
the possibility or likelihood of any such damages..
9) Confidential Information
Any confidential information shall remain or become the property of the Seller.
Such information shall not be reproduced, sold, given, or disclosed to any third
party without the express written consent of the Seller. All software, data,
designs, specifications, and other information revealed or disclosed in any form
or manner to the Buyer by the Seller, whether written, oral, or otherwise shall
be held in the strictest confidences and may be used by the Buyer solely for the
purposes of this agreement. With regard to the Data Protection Act 1998 (or
later revisions if applicable), the Buyer remains solely responsible for
regulatory compliance with respect to the protection of their customers' data
which may reside on the Seller's servers and systems. The Buyer should seek the
advice of their own counsel to determine the laws and regulations related to the
collection and use of their customers' data.
10) System Access
The Buyer hereby grants the Seller any and all necessary access to computer
systems and network apparatus required in order to effect the installation,
configuration, testing, support, and continued maintenance of the Product. The
Buyer agrees that the Seller will not be held liable for any issues or defects
with the server, computer systems and network environment during or after
installation of the Product.
11) Communication
Telephone calls between the Seller and the Buyer may be recorded by the Seller.
Email communication will be retained for a period of at least 7 years. This is done to help provide and maintain a quality of service, and to keep a true record of events.
12) Applicable Law
The validity, performance, and construction of this contract shall be governed
by the laws of England, United Kingdom.