General Terms and Conditions

These General Terms and Conditions apply to all Services provided by True Track Software Limited (“TTS”). Where You subscribe to Pyramid and/or Pyramid Service Provision, TTS’s Pyramid SaaS Terms and Conditions also apply. Where TTS provides You with website design, web application design and/or web hosting, TTS’s Website & Hosting Terms and Conditions also apply. In each case, those additional terms should be read together with these General Terms and Conditions, and in the event of any conflict, the additional (product/service-specific) terms take precedence in relation to that product or service.

1. Interpretation

1.1 Definitions

1.1.1 “We”, “Our”, “Us” or “TTS” means True Track Software Limited (Company Number 09629182).

1.1.2 “You”, “Your”, “Customer” and “Visitor” means you, the person using our products, services or visiting our Website.

1.1.3 “Deposit” means 25% of the total cost to You, as set out in the relevant Sales Order.

1.1.4 “Services” or “Service” means:

1.1.4.1 all products, goods or services We provide to You, including but not limited to:-

1.1.4.1.1 Business Management Software (Pyramid).

1.1.4.1.2 Web Design.

1.1.4.1.3 Web Application Design.

1.1.4.1.4 Web Site Hosting Provision.

1.1.4.1.5 Intranet Solutions.

1.1.4.1.6 System Training & Consultancy.

1.1.4.1.7 KPI / Management Reporting.

1.1.4.1.8 Networking Solutions, Services & Maintenance.

1.1.4.2 any work undertaken by TTS for You, and

1.1.4.3 allowing You to access our website

1.1.4.4 providing Pyramid to You

1.1.5 “Pyramid” is a software application written and designed by TTS.

1.1.6 “Service Availability” means the ability to access and use of the Pyramid application.

1.1.7 “Sales Order” means the initial order confirmation sent to You by TTS, which sets out the products and/or services You have requested and We will provide on receipt of a signed copy of the Sales Order.

1.1.8 “Invoice” includes any and all Invoices raised in respect of Services, whether complete or contemplated.

1.1.9 “Project” means the Services or work set out in the Sales Order, and any ancillary work that is required by You.

1.1.10 “Pyramid Service Provision” means the provision of software application(s) hosted on our server and accessed by you from a remote location or installed locally onto your local area network.

1.1.11 “Pyramid Subscription” means Your subscription to TTS for Pyramid and/or for Pyramid Service Provision.

1.1.12 “Pyramid Modules” means the additional or ancillary optional parts of Pyramid that You may subscribe to TTS for in addition to Your Pyramid Subscription.

1.1.13 “Re-connection Fee” means the £200 fee required to reconnect You to TTS’s Services following termination of a contract between You and TTS. The fee is required to cover development during the period of disconnection.

1.1.14 “Users” means the people who will be using Pyramid under your Pyramid Subscription.

1.1.15 “Notice” means a written notice given in accordance with clause 1.11.

1.2 The rules of interpretation in this clause apply to these Terms and Conditions as a whole.

1.3 Clause and Schedule headings do not affect the interpretation of this agreement.

1.4 Except where a contrary intention appears, a reference to a clause or a Schedule is a reference to a clause of, or Schedule to this agreement.

1.5 Unless otherwise specified, a reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6 A person includes a corporate or unincorporated body.

1.7 Writing or written includes faxes and e-mail.

1.8 Any obligation contained in these terms and conditions on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.9 Words importing one gender include all other genders and words importing the singular include the plural and vice versa.

1.10 If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining Terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

1.11 All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party of in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is received.

1.12 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

2. Customer Orders

2.1 When You request any TTS Service(s), TTS will provide You with a Sales Order and an Invoice for the Deposit.

2.2 By requesting TTS’s Services, You warrant that any information provided to TTS by You is accurate, current and up to date information.

2.3 The Sales Order, together with these Terms and Conditions (as applicable) establishes the contract between You and TTS.

2.4 Save by agreement or variation of the Sales Order agreed between a director of TTS and You, before TTS provide any Service(s) to You, or commence any work in respect of a Project, You will:

2.4.1 pay the Deposit;

2.4.2 date, sign and return a copy of the Sales Order as acknowledgment of these Terms and Conditions within 5 days of receiving the Sales Order.

3. Invoicing and Payment

3.1 TTS will provide You with an Invoice for the Deposit within 5 working days of receiving a dated and signed copy of the Sales Order.

3.2 TTS will provide You with an Invoice for the balance due for the Services set out in the Sales Order within 1 week of commencing work on a Project or providing any Services to You.

3.3 You agree to pay the Invoice in full within 30 days of receiving the Invoice, except:

3.3.1 where there is a written agreement between the directors of TTS and You, specifying alternate payment arrangements;

3.3.2 where the project is not completed by TTS, subject to clause 3.4.

3.4 Where TTS have begun work on the Project and TTS requires additional information or guidance from You, and has requested that information or guidance, and You have not provided the same within 7 days, then the balance of the Invoice will be due:

3.4.1 30 days after the date of the Invoice, or

3.4.2 where 25 days or more have elapsed from the date of the Invoice, within 7 days of TTS giving You Notice that, as a result of Your failure to provide the requested information, the sums are due.

3.4.3 TTS will refuse to complete any further work for you and may remove, suspend or prevent the use of or access to any of TTS’s Services or ancillary products that TTS is providing to You until all overdue Invoices are paid in full.

4. Liability

4.1 Whilst reasonable efforts are made by TTS to give satisfaction to You by ensuring reasonable standards of skill, integrity and reliability to complete a Project in accordance with the details as provided by You, no liability is accepted by TTS for any direct, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if TTS has been advised of the possibility of such damages), whether such liability arises due to an indemnity, tort, negligence, breach of contract, misrepresentation or for any other reason.

4.2 For the avoidance of doubt, TTS does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

4.3 TTS prohibits the use or dissemination of illegal, abusive or offensive content, including content which promotes or incites illegal activities in any jurisdiction and content that you do not own the intellectual property rights for. Where You (negligently, wilfully or otherwise) (a) place or allow any such content on Your website, or (b) include such content in communications with third parties, TTS may terminate the Contract with You without further reference to You.

4.4 Unless otherwise agreed, completed Projects supplied by TTS pursuant to these Terms are deemed to be under Your control. You agree to be responsible for all content uploaded, disseminated or used through TTS’s services, whether wilfully, negligently or otherwise.

4.5 You will indemnify and keep indemnified TTS against any losses incurred by TTS arising out of any Project or arising out of any non-compliance with, and/or as a result of any breach of, these Terms by You including but not limited to losses incurred as a result of the content of your Website, emails or other information disseminated using TTS’s services.

4.6 No failure or delay by any party to exercise any right, power or remedy shall operate as a waiver of it, nor shall any partial exercise preclude further exercise of the same or any other right, power or remedy.

5. Force Majeure

5.1 The obligations of each party under this contract shall be suspended during the period and to the extent that such party is prevented or hindered from complying with them by any cause beyond its reasonable control, including but not limited to an act of god, flood, fire, earthquake, terrorism, riots, civil disorders, strikes, lockouts or other forms of industrial action affecting either party or their suppliers.

5.2 In the event that the party is prevented from complying with their obligations under this contract for more than 60 consecutive days, either party may terminate this contract immediately upon written notice to the other party.

6. Intellectual Property Rights

6.1 You warrant that all copyright, trademarks, patents and other intellectual property rights used in a Project belong to You, or that You have a licence to use such rights in the way you have instructed TTS to do so.

6.2 You warrant that you have all the necessary intellectual property rights on a worldwide basis in respect of the content that You, Your employees or Your Users upload, use or disseminate using TTS’s services or products.