Terms & Conditions of Business

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” shall mean the software product or consultancy service 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) Payment
Payment terms are 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 the supplied Product by the Buyer until the unpaid balance is settled. Value Added Tax (VAT) is charged at the current prevailing rate on all ordered Products.

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.

5) Delivery
Dates quoted are approximate and are based upon prompt receipt of all necessary information to be furnished by the Buyer. 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.

12) Applicable Law
The validity, performance, and construction of this contract shall be governed by the laws of England, United Kingdom.