IMPORTANCE NOTICE: This page sets out the general terms of service applied to Hornbill Technologies Expert Services. If you are subscribed to a SaaS solution that is delivered on the Hornbill cloud platform, for example http://myservicedesk.com/ or http://hornbill.com/ then the terms agreed for the specific service you are subscribed to take priority over the terms set out here.
|AGREEMENT||Which basically means…|
|As a result of you (“Customer”) and Hornbill Technologies Limited a company incorporated in England and Wales (registered no. 07244938) whose principal place of business is at Apollo, Odyssey Business Park, West End Road, Ruislip, HA4 6QD (“Hornbill”) signing or otherwise accepting an Order Form in connection with Expert Services, these are the terms (referred to in the Order Form) upon which Hornbill shall supply those services to you. For the avoidance of doubt, there is no contract to supply such service until the Order Form has been explicitly accepted by Hornbill in writing or electronically.
||This is an agreement setting out the terms under which we will provide our expertise and assistance to you in relation to specific works required to enable you to use our SaaS and hosting solutions.
|1. DEFINITIONS||Which basically means…|
|In these terms, unless the context otherwise requires, the following words and expressions mean:“Expert Services” the provision for the Customer by Hornbill or its contractors of expert technical and advisory services“Order Form” any electronic or hard copy document signed or otherwise accepted by the parties incorporating these Terms and setting out the commercial terms upon which the Expert Services are supplied to Customer.||This is where we define specific terms to ensure there is no ambiguity.The text in this right-hand column (which you are currently reading) is provided for your convenience in plain English in order to make it easy for you to quickly understand the outline and intent of our terms when delivering help and advice to you.However, please remember that our lawyers and contract people will require us to agree to the actual terms which are written in the left-hand column of this document. The actual terms of service are written in a specialized jargon of lawyers and legal scholars that can sometimes be difficult to understand for many of us; but this is required in contract law in order to properly protect both parties.|
|2. COMMERCIAL BASIS / CHARGES||Which basically means…|
|Hornbill shall, subject to and in accordance with these terms and any applicable Order Form provide the Expert Services according to a mutually agreed timetable. The charges payable by Customer shall be calculated in accordance with the hourly fee rates shown in the Order Form for the Hornbill personnel involved in the supply of the Expert Services. The charges will be paid by the Customer in accordance with the payment terms contained in the Order Form. Any estimate given by Hornbill of the charge or total time involved to complete a task is given in good faith but shall not bind Hornbill, except that the amount payable for any service will not exceed the amount shown in the Order Form without prior written agreement by Customer. Expenses for travel and subsistence incurred by Hornbill will be paid by the Customer in accordance with the expenses payment terms contained in the order form.
||We charge on an hourly basis for the services you have ordered from us that we deliver. We ask you to pay us in accordance with the payment terms we have agreed. We will give you an estimate for the work in advance and if at any point we need more time to complete the work we will ask you to authorize this in advance.|
|3. CONFIDENTIALITY||Which basically means…|
|Any confidential information relating to either party or its supplier, agents, distributors, subscribers or customers which comes into the possession of the other party as a result of the operation of the Expert Services Agreement shall be treated as confidential and shall not be disclosed to any person other than employees of such party requiring such information in pursuance of the Expert Services Agreement without the prior written consent of the party to whom it relates. Each party will ensure that employees involved with the Expert Services Agreement are aware of and comply with the provisions of this clause. This clause shall not apply to any information which is in or comes into the public domain other than by a breach of the Expert Services Agreement. This obligation of confidentiality will survive termination or expiry of the Expert Services Agreement.
||We will not disclose your confidential information and we ask that you treat ours in the same way.|
|4. PERFORMANCE OF SERVICES||Which basically means…|
|The Expert Services will be performed remotely from Hornbill’s offices using remote access facilities as appropriate. Customer will provide the remote access facility and be responsible for the security and integrity of the remote access facility. Hornbill will abide by Customer’s standard security processes and procedures with regard to the remote access facility to the extent that Customer makes such processes and procedures known to Hornbill. Should Customer and Hornbill agree that some or all of the Expert Services cannot be performed remotely, they will be performed either at the Customer’s premises or other premises as agreed between Customer and Hornbill.
||In order to be efficient and keep our charges to a minimum we deliver all services we possibly can from our offices using electronic systems and remote access. We respect your security policies and are always happy to be bound by them when accessing your systems remotely. In the rare case that we have to be physically present on your site for whatever reason then we will.|
|5. CANVASSING OF STAFF||Which basically means…|
|Neither party shall within a period of six months after the most recent provision of any Expert Services approach directly or indirectly with a view to employing, engaging or sub-contracting on any basis whatsoever any person who has been involved in the Expert Services Agreement under the employ of the other party.
||Finding and retaining good staff is hard. We ask that you do not try to recruit our people and we will of course reciprocate and not recruit yours.|
|6. INTELLECTUAL PROPERTY RIGHTS||Which basically means…|
|The copyright and all other intellectual property rights in all tangible and intangible material generated as a result of the Expert Services, (including but without limitation, any bespoke or modified software or the automation of any business processes produced as a result of the provision of the Expert Services) shall belong to Hornbill absolutely. Customer is hereby granted a non-exclusive, perpetual and royalty free licence to use any developments (for the purposes of this agreement “developments” is defined as any Intellectual Property arising from or generated as a direct result of the Expert Services) for Customer’s own internal use only, provided that such intellectual property does not already form part of Hornbill’s existing software suite.
||Anything we do in the course of delivering services remains our intellectual property but you are granted full royalty rights to use the work that we have done for you.|
|7. SERVICE STANDARDS||Which basically means…|
|Hornbill shall use all reasonable care in the provision of the Expert Services which shall be performed in a professional manner. To the maximum extent permitted by applicable law, Hornbill disclaims all other warranties and conditions, express and implied, including but not limited to implied warranties, conditions and other terms of merchantability, satisfactory quality and/or fitness for purpose with respect to the Expert Services.
||We are a professional services team with expertise in our own software and cloud services. We will work to a professional standard and use what we know to help you get the best from using our software and services. However, we cannot provide any warranties over and above those that we state.|
|8. HORNBILL LIABILITY||Which basically means…|
|8.1 To the maximum extent permitted by applicable law, Hornbill and its suppliers shall not be liable for:
8.1.1 loss (whether direct or indirect) of business revenues, business profits, business interruption, loss of business information, or other pecuniary loss;
8.1.2 any consequential, special or indirect loss or damages whatsoever;8.2 In each case, whether arising out of the provision of (or failure to provide) the Expert Services or otherwise, and even if Hornbill has been advised of the possibility of such damages. In any case, Hornbill’s maximum liability under the Expert Services Agreement whether for damages for negligence, breach of contract or otherwise shall be limited to the amount actually paid by Customer for the Expert Services.8.3 The exclusions and limitations in this Clause 8 do not apply in respect of (i) death or personal injury caused by the negligence of Hornbill or its employees acting in the course of their employment, (ii) fraudulent misrepresentation or (iii) any other liability which cannot be excluded under applicable law.
|If things go wrong this states that Hornbill’s maximum liability to you is to return what you have paid for the expert services. The law says there are specific circumstances where this limit can be exceeded which of course we agree to.|
|9. GENERAL||Which basically means…|
|9.1 Entire agreement – Neither party has been induced to enter into these terms by a statement or promise which it does not contain. These terms and any applicable Order Form constitutes the entire agreement between Hornbill and the Customer with respect to the supply of Expert Services and supersedes all previous communications, representations and agreements either written or oral (save for fraudulent misrepresentation) with respect thereto. This shall not exclude any liability which a party would otherwise have to the other party in respect of any statement made fraudulently by that party prior to the date of these terms. The application of any general terms and conditions upon which Customer trades or which it seeks to impose by inclusion in any purchase order or by way of course of trading or otherwise are excluded and shall be of no effect.9.2 Governing law – This agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.9.3 Separable – Each provision of these terms shall be construed separately and notwithstanding that the whole or any part of any such provision may be held by any body of competent jurisdiction to be illegal invalid or unenforceable the other provisions of these terms and the remainder of the provision in question shall continue in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
9.4 Variation – Any variation of these terms or any Order Form must be in writing, and signed by an authorised representative of each of the parties. No term or provision hereof will be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented.
9.5 Third party rights – The parties confirm their intent not to confer any rights on any third parties by virtue of this agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.
9.6 Force majeure – Notwithstanding anything else contained in these terms, neither party shall be liable for any delay in performing its obligations under these terms or any Order Form if such delay is caused by circumstances beyond its reasonable control and any delay caused by any act or omission of the other party (whether or not such act or omission constitutes a breach of these terms) or a third party provided however that any delay by a sub-contractor or supplier of the party so delaying shall not relieve that party from liability for delay except where such delay is beyond the reasonable control of the sub-contractor or supplier concerned.
|These are the general terms applicable to this agreement. They are exactly the sort of thing you would reasonably expect to see.|