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) and/or consultancy service(s) supplied.

1) Agreement
These Terms and Conditions, together with any associated quotation, constitute an offer by the Seller to sell the quoted Product(s). Acceptance of this offer by the Buyer, whether by issuance of a purchase order, oral affirmation, or continued use of the Product(s) after delivery, shall constitute acceptance of these Terms and Conditions in their entirety. Any terms or conditions proposed by the Buyer that are inconsistent with or in addition to these Terms and Conditions shall be considered a counteroffer and are hereby expressly rejected. Any objections to these Terms and Conditions must be made in writing and received by the Seller prior to the sale.

2) Payments / Charges
Unless otherwise stated in writing by the Seller, payment terms are strictly NET 30 days from the date of invoice. The Seller reserves the right to require full payment in advance or to cancel any undelivered portion of an order if, in its sole discretion, the Seller deems the financial condition of the Buyer to be unsatisfactory. If a staged payment schedule is offered and accepted, the Buyer is obligated to pay the remaining balance in full even if the Buyer cancels or discontinues use of the Product. Invoicing for staged payments shall commence in the month following the initial deposit. Late payments will incur interest at a rate of 1.5% per month on the outstanding balance or the maximum statutory rate allowed under UK law, whichever is lower. The Seller may restrict or suspend access to the Product if payment is not made within 10 days of a written notice. All prices are subject to VAT at the prevailing rate. The Seller reserves the right to adjust prices periodically due to factors such as inflation or increased operational costs.

3) Changes
Any requests for changes to an order must be made in writing by the Buyer and received by the Seller. The Seller may, at its sole discretion, consider such requests and, if agreed, will provide the Buyer with a written estimate of any additional costs, adjustments to delivery schedules, or other changes resulting from the requested modifications. The Seller is under no obligation to accept or implement any requested changes. If the Seller elects not to proceed with the requested changes, the original terms of the order shall remain in full force and effect.

4) Cancellations
The Buyer may cancel an order by providing written notice to the Seller. Upon cancellation, the Buyer shall be liable for all reasonable cancellation charges, including, but not limited to, costs incurred by the Seller, loss of profit, and any non-refundable deposits. Work will continue until written notice of cancellation is received. The Buyer may cancel ongoing services by providing at least one month's written notice. The Buyer remains responsible for all fees incurred up to and including the date of termination. Refunds are at the sole discretion of the Seller and will only be considered if the Buyer's account is in good standing.

5) Delivery
The Seller will use its best efforts to deliver the Product(s) by the estimated delivery date. However, all delivery dates are approximate and subject to prompt receipt of all necessary information from the Buyer. The Seller shall not be liable for any delays or defaults due to circumstances beyond its reasonable control, including but not limited to fire, flood, accidents, acts of God, or other force majeure events. In such cases, the Seller will notify the Buyer as soon as possible and provide a revised delivery schedule.

6) Software and Services
Title to all software provided shall remain with the Seller. The Seller grants the Buyer a perpetual, non-exclusive license to use the software on a single unit of Product, unless otherwise agreed in a separate addendum. The Buyer shall not decompile, reverse engineer, duplicate, or publish any part of the software or its documentation without the express written consent of the Seller. The Seller reserves the right to terminate the license if the Buyer discloses the software to unauthorised parties. The Buyer is solely responsible for maintaining current backups of all software, programs, databases, and related files. The Seller may substantially modify or withdraw any free-of-charge Products at any time, without prior notice.

7) Cloud Server Hosting Services
The Buyer acknowledges that access to their data hosted on the Seller's Cloud Server Hosting framework is subject to the availability of third-party services, such as Internet Service Providers (ISPs). The Seller will endeavour to rectify any issues within its direct control but cannot guarantee uninterrupted access. The Seller's liability for negligence shall not exceed the amount payable by the Buyer for the services provided during the period of damage. Under no circumstances shall the Seller be liable for special, consequential, or punitive damages, including loss of business or profits. The Cloud Server Hosting service is provided on a rental basis, and non-payment of invoices will result in suspension or cancellation of the service. The Seller reserves the right to change the rates and charges for Cloud Server Hosting services without prior notice. Integration with third-party service providers is provided on a best-effort basis, and the Seller is not obligated to maintain such integrations if the third-party services change or are discontinued.

8) Limitation of liability
The Seller's liability to the Buyer for any claims, losses, damages, or expenses arising from or in connection with the Product(s) shall be limited to the amount paid by the Buyer for the Product(s) over the preceding 3 months. The Seller shall not be liable for any special, indirect, incidental, or consequential damages, including loss of business or profits, even if the Buyer has informed the Seller of the possibility of such damages. This limitation of liability does not exclude liability for death or personal injury caused by the Seller's gross negligence or wilful misconduct.

9) Confidential Information
All confidential information disclosed by the Seller to the Buyer, including software, data, designs, specifications, and other proprietary information, shall remain the property of the Seller. The Buyer shall not disclose, reproduce, sell, or distribute such information without the Seller's express written consent. The Buyer is responsible for ensuring compliance with all applicable data protection laws, including the General Data Protection Regulation (GDPR) and the UK Data Protection Act 2018, with respect to any personal data that may reside on the Seller's servers or systems. The Buyer should seek independent legal advice to ensure compliance with data protection regulations.

10) System Access
The Buyer grants the Seller the necessary access to its computer systems and network infrastructure required for the installation, configuration, testing, support, and ongoing maintenance of the Product(s). Such access shall be limited to the extent necessary to perform these services, and the Seller will adhere to the Buyer's security protocols where applicable. The Seller shall not be liable for any issues or defects with the Buyer's systems arising during or after the installation of the Product(s), except where such issues are directly attributable to the Seller's gross negligence or wilful misconduct.

11) Communication
The Seller may record telephone calls with the Buyer and retain email communications for a period of at least 7 years. These recordings and records are maintained to ensure quality of service and to provide an accurate record of communications. All such data will be processed in accordance with applicable data protection laws, including GDPR.

12) Termination
Either party may terminate this agreement by providing written notice to the other party in the event of a material breach that is not remedied within 30 days of notice, insolvency, or other significant issues that would render the continuation of the agreement impractical. Upon termination, the Buyer shall pay all outstanding fees due up to the date of termination.

13) Indemnification
The Buyer agrees to indemnify, defend, and hold harmless the Seller from and against any and all claims, liabilities, damages, and expenses, including legal fees, arising out of or in connection with the Buyer's use of the Product(s), including any third-party claims related to the Buyer’s misuse or failure to comply with applicable laws or regulations.

14) Dispute Resolution
In the event of a dispute arising from or in connection with these Terms and Conditions, the parties agree to first attempt to resolve the dispute through good-faith negotiations. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation or arbitration in accordance with the rules of the Chartered Institute of Arbitrators, before resorting to litigation.

15) Applicable Law
These Terms and Conditions, and any disputes arising from or related to them, shall be governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.