Terms & Conditions

Introduction

These Trading Terms and Conditions govern the sale and provision of software and services by GB Logical (UK) Ltd ("the Company") to any client or customer ("the Client"). By placing an order or engaging with the Company's software or services, the Client agrees to these terms in full.

Definitions

“Agreement” refers to these Trading Terms and Conditions.

“Services” refer to any software development, licensing, support, consultancy, or other related services provided by the Company.

“Deliverables” refers to any software, documentation, or outputs provided by the Company as part of the Services.

“Client” refers to the individual or entity purchasing Services or Software from the Company.

“Company” refers to GB Logical (UK) Ltd.

“Order” refers to the purchase order or agreement for the Services or Software, which is subject to these terms.

Orders

1. All Orders are subject to acceptance by the Company.
2. Once an Order is accepted, it becomes binding and subject to these Terms and Conditions.

Pricing & Payment Terms

1. Prices for Services or Software shall be outlined in the Order or any related quotation.
2. All prices exclude applicable taxes unless otherwise specified.
3. Payment terms are 30 days from the date of invoice unless agreed otherwise in writing.
4. The Company reserves the right to suspend services if payment is delayed.

Delivery of Services & Software

1. The Company shall make reasonable efforts to deliver Services or Software within agreed timeframes.
2. Delays caused by the Client, force majeure, or other uncontrollable events may extend delivery times without penalty to the Company.
3. The risk of loss or damage to the Software or Deliverables passes to the Client upon delivery.
4. Ownership of the Software or Deliverables remains with the Company until full payment is received.

Intellectual Property

1. The Company retains all rights, title, and interest in any Software or intellectual property created or provided under this Agreement, unless otherwise agreed in writing or until full payment for such Software or intellectual property is received by the Company.
2. The Client receives a non-exclusive, non-transferable licence to use the Software or Deliverables for its internal business operations, unless full payment for the development work is made, after which the Client is granted full rights to use, resell, or distribute the Software or Deliverables as they see fit.
3. The Client shall not modify, reverse engineer, or redistribute the Software unless full payment for the development work is made, at which point the Client may modify, resell, or redistribute the Software without restriction.

Warranty

1. The Company warrants that Services will be provided with reasonable care and skill and that the Software will perform substantially as described for a period of 6 weeks from delivery.
2. Any defects reported within the warranty period will be addressed by the Company without additional charge.
3. This warranty does not cover issues arising from misuse, modification, or unauthorised use of the Software by the Client.

Limitation of Liability

1. To the maximum extent permitted by law, the Company's liability under or in connection with this Agreement is limited to the total value of the Order.
2. The Company shall not be liable for indirect, incidental, or consequential damages, including but not limited to loss of profits, data, or business.

Confidentiality

1. Both parties agree to keep confidential any proprietary or sensitive information shared during the course of the Agreement.
2. Confidential information may only be disclosed to third parties with written consent from the disclosing party.

Termination

1. Either party may terminate this Agreement with 30 days' written notice.
2. The Company may terminate immediately if the Client breaches these Terms and Conditions or becomes insolvent.
3. Upon termination, the Client must cease all use of the Software and return or destroy any confidential information belonging to the Company.

Dispute Resolution

1. In the event of any dispute, the parties agree to first attempt resolution through informal negotiation.
2. If unresolved, the dispute may be referred to mediation before pursuing legal action.

Governing Law

1. This Agreement is governed by the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the courts in that jurisdiction.

General Provisions

1. No waiver of any rights under this Agreement will be valid unless in writing.
2. If any provision of this Agreement is deemed unenforceable, the remaining terms shall continue in full force and effect.
3. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications or agreements.