Method Grid

Terms and Conditions

1 – AGREEMENT

  1. These Software Licence Conditions (Conditions) apply to the supply and all use of software (as defined below) (Software) provided by METHOD APPS LIMITED (company number 11235998) of 11 Laura Place, Bath, United Kingdom, BA2 4BL (Supplier) to any client (Client). Separate End User Terms may apply to access and use of the Software by each individual employee, contractor or customer (End User).
  2. These Conditions form a binding contract between Supplier and each Client in respect of Software in priority to any other agreement between the parties, unless expressly agreed otherwise under a Software Licence Agreement executed by the parties (Agreement). The terms of any Software Licence Agreement shall supersede these Conditions only to the extent of any conflict.
  3. The Agreement shall be deemed effective upon the earlier of the Client paying the applicable Fee, accessing the Software, or accepting any written proposal from Supplier.

2 – LICENCE & CONDITIONS

  1. Conditional upon payment of all Licence Fees (if any) and compliance with these Conditions, Supplier grants the Client a non-exclusive, non-transferable and conditional license to use the Software under the Agreement for the duration of the Agreement and for the normal business purposes of the Client.
  2. All other rights are reserved to the Supplier and no rights to modify, develop or customise the Software, or any component thereof are granted to any person under these Conditions. This Licence is not a transfer of title and Supplier retains ownership of the Software.
  3. Except as otherwise expressly provided under the Agreement, the Client shall:
    1. Not use the Software other than for End Users in accordance with operational guidelines and procedures notified by Supplier;
    2. Not rent, lease, sell, transfer, assign or sublicense the Software or its license rights under these Conditions to any other person or entity, and the Client acknowledges that any such attempted dealing will be void;
    3. Not allow the Software to become the subject of any charge, lien or encumbrance;
    4. Not make corrections to or otherwise modify or adapt the Software, create derivative works based upon the Software, or permit third parties to do so;
    5. Not copy, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software or attempt to do any such thing;
    6. Not use or permit the Software to be used to perform services for third parties without the express written authorisation of Supplier or otherwise in a manner not permitted by the Agreement;
    7. Not use or permit or procure any other person to use any rights granted to it pursuant to these Conditions to develop, market, publish, sell or otherwise deal in any software or other intellectual property so that any source code forming part of the Software is made available or is required to be made available to the general public under any open source or general public licence conditions;
    8. Not disclose, provide or otherwise make available any confidential information or trade secrets contained within the Software in any form to any third party without the prior written consent of Supplier;
    9. Not remove or interfere with any trademarks, copyright, trade mark or related notices affixed or installed by Supplier or any licensor of Supplier on any service or copy of the Software or Supplier intellectual property rights;
    10. Not deal in any other manner with any or all of its rights and obligations under the Agreement;
    11. Take all such other reasonable steps to protect the confidential information and intellectual property rights of Supplier in the Supplier Intellectual Property in its possession or control from access use or copying not authorised by these Conditions
  4. Supplier may update the Software with error corrections, faults, maintenance, improvements, extensions, or other changes that are logical improvements or extensions of the original version of the Software, and separately licence (and charge for) any new version of the Software which is publicly marketed and offered for purchase by the Supplier (being a version which contains such significant differences from the previous version as to be generally accepted in the marketplace as constituting a new product).
  5. If the Client requests customisations of the Software, Supplier may provide a written estimate to the Client of: (a) the likely time required to implement the change; (b) any variations to the Fees arising from the customisations; (c) the likely effect of the customisations; and (d) any other impact of the customisations on the terms of this Agreement. If the Client wishes Supplier to proceed with customisations, Supplier shall do so when the parties have agreed in writing on the necessary variations, the associated cost and third-party charges, and take other relevant terms of the Agreement into account.

3 – USER REGISTRATION

  1. We may accept, reject, limit, suspend or remove user registration with the Software in our absolute discretion.
  2. For each End User to use the Software you must register and provide us with full name and email and comply with these Conditions. You must provide us with accurate personal and contact information. You will only represent yourself and will not create false aliases or impersonate any other person (with or without their consent) while using the Software.
  3. It is a condition of use that each End User:
    1. is over the age of 18;
    2. has the authority to bind the Client;
    3. only uses the Software for lawful purposes;
    4. does not engage in any defamatory, improper, indecent or offensive behaviour;
    5. is not breaking any local, state, national or international law in your relevant jurisdiction by accessing the Software;
    6. will treat the Software with respect and will not partake in any conduct that could be considered bullying, harassment, degradation, insulting or otherwise demeaning to the human standard of any other person (as determined by us);
    7. does not breach any of the Conditions.
  4. Each End User warrants and represents that you will not directly or indirectly circumvent use of the Software in accordance with these Conditions.

4 – CLIENT RESPONSIBILITIES

  1. The Client hereby warrants and represents that:
    1. use of the Software by the Client and End Users shall be for legitimate business purposes in compliance with all applicable laws and regulations, and
    2. the Client has obtained all necessary approvals, consents and permissions from any relevant authority or third party necessary or desirable for use of the Software.
  2. Client shall, subject to and in accordance with these Conditions:
    1. procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions required for the Software to operate in accordance with this Agreement;
    2. ensure that only authorised persons are permitted to use the Software in accordance with this Agreement;
    3. ensure that each End User does not use any other login or identity or any unauthorised or inadequately licensed computer, device or facility to operate, access or use the Software;
  3. The Client accepts sole responsibility for all content and information used with or communicated through the Software (Client Content) and warrants and represents that any Client Content:
    1. is owned by Client or that Client has permission from the rightful owner to use such Client Content in connection with the Software in the manner and for the purposes required or contemplated by the Agreement; and
    2. is in no way whatsoever a violation or infringement of any third party intellectual property rights, right of privacy or publicity or any other rights of any person and that it is not obscene, libellous or defamatory or in any other way unlawful and will not in any way inhibit restrict or impair the free and/or unrestricted performance by Supplier of any rights or obligations it has under this Agreement.

5 – LICENCE FEES, INVOICING & PAYMENT

  1. The Fees payable for use of the Software and Services are specified in the Agreement (or otherwise under an invoice agreed with Client) and are payable in advance without any set off or deduction. Client must provide current, complete and accurate billing information as required by the Software (such as a change in billing address, credit card number or credit card expiration date).
  2. Unless expressly agreed otherwise, Supplier may notify variations to the Fees on one (1) months notice, including as necessary to account for changes to the number of End Users, or features of the Software.
  3. If this Agreement is terminated, any Fees already paid are not refundable unless determined otherwise by the Supplier in its absolute discretion.
  4. Without prejudice to any other right or remedy that Supplier may have, if the Client fails to pay Supplier on the due date Supplier may:
    1. charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
    2. charge additional administration costs (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the LatePayment of Commercial Debts (Interest) Act 1998; and/or
    3. suspend use of the Software until payment has been made in full.
  5. Supplier will render a valid tax invoice to the Client. Unless expressly stated otherwise, all amounts payable under the Agreement are exclusive of VAT or similar tax. If any payment pursuant to the Agreement constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the supplier shall increase that payment by an amount equal to the VAT or similar tax which is chargeable in respect of the taxable or deemed taxable supply, provided that the recipient delivered a valid invoice in respect of such VAT or similar tax.
  6. All payments payable to Supplier under the Agreement shall become due immediately on termination of the Agreement, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.
  7. Supplier shall be entitled to set off or withhold any amount owed to the Client under the Agreement against any amount payable by the Client to Supplier.

6 – LIABILITY

  1. Supplier: (i) does not guarantee any specific results from use of the Software, (ii) does not warrant that the use of the Software will be uninterrupted or error-free, and (iii) has no obligation to provide any support or correct any bugs, errors or discrepancies in the Software. Supplier makes no representations or warranties of any kind, express or implied, as to merchantability, fitness for a particular purpose, or non-infringement, or about the completeness, accuracy, reliability, suitability or availability with respect to the Software or the information or related graphics relating to the Software for any purpose
  2. To the extent permitted by law, Supplier’s liability for breach of the Agreement or otherwise in connection with the Software, as well as any implied warranty or condition that cannot be excluded, is restricted at the option of Supplier to the re-supply of services, payment of the cost of re-supply of services or the applicable Fees. In no circumstances will either party be liable for any consequential or indirect damages, loss of profits, or any other similar or analogous loss resulting from use of the Services or Software, whether based on warranty, contract, tort, negligence, in equity or any other type of law.
  3. The Client shall indemnify Supplier for, and hold it harmless against any loss, damage, costs, expenses, liability, deduction, contribution, assessment or claim (including reasonable legal and preparation costs) arising in connection with: (i) Any breach of its obligations under this Agreement; (ii) Any third party claims that may arise from use or misuse of the Software by End Users; and (iii) Any tax, penalty, fine or interest incurred or payable in connection with the Software or in consequence of breach of this Agreement. Supplier may at its option satisfy such indemnity (whether in whole or in part) by way of deduction from any payments due to be paid to it under this Agreement.
  4. If any claim or action is brought against the Client alleging that the possession or use of the Software (or any part thereof) in accordance with these Conditions infringes the intellectual property rights of a third party, or in the Supplier’s reasonable opinion is likely to be made (Claim), the Supplier may at its sole option and expense:
    1. procure for the Client the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence;
    2. modify the Software so that it ceases to be infringing;
    3. replace the Software with non-infringing software; or
    4. terminate the Licence immediately by notice in writing to the Client and refund any of the Fee paid by the Client as at the date of termination (less a reasonable sum in respect of the Client’s use of the Software to the date of termination) on return of the Software and all copies thereof.
  5. In no event shall the Supplier, its employees, agents and sub-contractors have any obligations or be liable to the Client to the extent that the alleged infringement is based on:
    1. Any use of the Software in breach of these Conditions or reasonable instructions given to the Client by the Supplier;
    2. Any modification of the Software by anyone other than the Supplier; or
    3. Any use of the Software after notice of any Claim or any alleged or actual infringement from the Supplier or any appropriate authority.
  6. Any use of the Service contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Software, may cause irreparable injury to the Supplier, its affiliates, suppliers and any other authorized party to resell, distribute, or promote the Software and under such circumstances the Supplier, its affiliates, suppliers and resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
  7. Nothing in these Conditions shall limit or exclude the liability of either party for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation.

7 – INTELLECTUAL PROPERTY

  1. Client acknowledges that all copyright, patents, database rights, and rights in trade marks, business or domain names, designs, know-how, confidential information mask-work rights, trade secrets, moral rights, author’s rights, algorithms, rights in packaging, goodwill, corporate, trade and product branding (whether registered or unregistered), applications for registration, and the right to apply for registration, extension and renewal for any of these rights and all other intellectual and industrial property rights and equivalent or similar forms of protection existing anywhere in the world (Intellectual Property Rights) relating to the Software, and any related services or materials provided to or accessed by the Client under this Agreement (including any customization) are and shall remain the property of Supplier (or its third party licensors). All existing goodwill in the Intellectual Property Rights vests in Supplier or its third party licensors, and, on creation, all future goodwill in the Software vests in Supplier or its third party licensors (as applicable).
  2. Other than any rights specifically granted to Client under this Agreement, Supplier reserves all rights to the Software and related Intellectual Property Rights and nothing in this Agreement shall grant or convey to Client any interest in or transfer any Intellectual Property Rights or related to the business of Supplier.
  3. Client must promptly notify Supplier upon becoming aware of any actual, threatened or suspected infringement or passing off in respect of its Intellectual Property Rights. Supplier has the sole right to take action against third parties in respect of the Software and related Intellectual Property Rights, if required to do so by Supplier, Client must co-operate fully with any such action, the costs and expenses (including legal costs and expenses) of which will be borne by Supplier unless otherwise agreed by the parties.
  4. Each party has the moral and registered rights in its own trademarks and the other party agrees not to copy, alter, use or otherwise deal in the marks without prior written consent. Client specifically undertakes never to use any sign, logo or trademark that is the same as or could be considered confusingly similar to Supplier and its marks. Notwithstanding the above,Supplier shall be entitled to refer to provision of the Software to the Client and include the Client’s trademarks in Supplier’s marketing activities unless otherwise expressly requested in writing.

8 – CONFIDENTIALITY

  1. Except as necessary under or in connection with for performance of this Agreement, each party shall not disclose and must maintain in confidence any written or verbal information (Confidential Information) that: (i) details the terms of this Agreement; (ii) details the business of the other party; (iii) is identified by either party as confidential and/or proprietary, other than information that the relevant party can establish: (A) was in the public domain at the time it was disclosed; (B) was already in the possession of a party when given, without having been acquired (directly or indirectly) from the other party; or (C) was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
  2. Each party must not: (i) use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this Agreement; (ii) jeopardise, counteract and prohibit the development and success of the other party by disclosing any of the Confidential Information to unauthorised third parties or competitors; or (iii) disclose any of the Confidential Information, provided that each party may disclose Confidential Information to the extent that disclosure is required: (A) by law or by order of any court or tribunal of competent jurisdiction; (B) by any Government Agency, stock exchange or other regulatory body; or (C) to its personnel and advisors, where the party informs the recipient of the obligations in relation to the Confidential Information under this Agreement; or (D) by Supplier to payment processing companies or credit providers for due diligence or operational reasons.
  3. If a party is required to make a disclosure under this clause, that party must: (i) to the extent possible, notify the other party if it anticipates that it may be required to disclose any of the Confidential Information; and (ii) only disclose Confidential Information to the extent necessary to comply.
  4. The obligations under this clause continue in full force and effect after this Agreement ends.

9 – DATA PROCESSING & PROTECTION

  1. Each party warrants and represents that it has adopted and implements a privacy policy compliant with the requirements under the Data Protection Act 1998 and other applicable legislation.
  2. Without limitation, all necessary consent will have been obtained by the Client from individuals for the purposes of End Users using the Software.
  3. The Client or the End User (as the case may be) shall own all right, title and interest in and to all of the data inputted into the Software and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such data.
  4. If the Supplier processes any personal data on behalf of the Client when providing the Software, the parties record their intention that the Client shall be the data controller and the Supplier shall be a data processor and in any such case:
    1. Unless expressly agreed otherwise, the Client acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Client and the End Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
    2. The Client warrants that the relevant personal data can be transferred to the Supplier such that the Supplier may lawfully use, process and transfer the personal data on behalf of the Client;
    3. The Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
    4. The Supplier shall process the personal data only in accordance with the terms of the Agreement and any lawful instructions reasonably given by the Client from time to time; and
    5. Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

10 – TERMINATION & FORCE MAJEURE

  1. The Agreement shall automatically renew for a further 12 month term unless terminated by the Client upon 30 days prior written notice.
  2. Supplier may terminate the Licence summarily by giving the Client 7 days written notice if the Client: (i) Has not remedied a breach after being given at least 30 days notice; (ii) Has committed a breach incapable of remedy; (iii) Is insolvent, bankrupt or otherwise incapable of paying its debts; or (iv) Has been appointed a controller, receiver or other administrator. Upon any termination, the Client must pay any outstanding Fees and charges payable under this Agreement. The parties acknowledge that any accrued rights shall not be affected and shall survive as necessary for the enforcement and discharge of such liabilities.
  3. Supplier shall not be liable for any failure or delay to performance of obligations under the Agreement if such failure or delay results from any cause that is beyond the reasonable control of Supplier including power failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of Supplier. In the event that either party cannot perform their obligations hereunder as a result of force majeure for a continuous period of 2 months, the other party may at its discretion terminate the Agreement by written notice at the end of that period.
  4. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

11- GENERAL

  1. Third Parties: Supplier may engage third parties to perform services relating to the Software and the Client consents to any arrangements entered into by Supplier with such third parties.
  2. Non-Compete & Non-Solicitation: For the duration of the Licence, the Client must not: (i) be directly or indirectly involved within the Territory in the development or distribution of any product which has functionality the same as or similar to the Software; nor (ii) solicit for employment either directly or indirectly, any person who is employed or contracted by the Supplier.
  3. Assignment. Supplier may assign or subcontract its obligations under this Client Agreement at its discretion. The Client may only assign or otherwise create an interest in their rights under this Client Agreement with the written consent of Supplier.
  4. Entire Agreement. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in the Agreement.
  5. Amendment. These Conditions may be varied upon notice to the Client (including posting on our website) and the Agreement amended, supplemented, replaced or novated by another agreement executed by the parties.
  6. Relationship. The relationship of the parties to this Client Agreement does not form any joint venture, partnership, employment, trust or agency. Supplier is an independent contractor to the Client and the Software is provided for the sole benefit of the Client unless expressly agreed otherwise.
  7. Third party rights. A person who is not a party to this Client Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Client Agreement, provided that this clause does not affect a right or remedy of a person which otherwise exists or is available.
  8. Waiver.  No clause of this Client Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.
  9. Further Action. Each party must do anything reasonably required (including executing agreements and documents) to give full effect to this Client Agreement, including in connection with any claim or proceedings brought against a part as a result of any breach of this Client Agreement.
  10. Liability for Expenses. Each party must pay for its own expenses incurred in negotiating, executing, stamping and registering this Client Agreement.
  11. Severability.Any provision in these Conditions, which are invalid or unenforceable, will be ineffective to the extent of the invalidity or unenforceability without affecting the remaining provisions.
  12. Survival. Any provision of these Conditions that expressly or by its nature intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
  13. Notices: The parties acknowledge and agree that any consent, notice or communication under the Agreement is effective if conveyed by electronic communication, having the meaning given in the Electronic Communications Act 2000 and Electronic Signatures Regulations 2002.
  14. Interpretation. The following rules apply unless the context requires otherwise:
    1. Headings are only for convenience and do not affect interpretation.
    2. The singular includes the plural and the opposite also applies.
    3. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
    4. A reference to a clause refers to clauses in this Client Agreement.
    5. A reference to legislation is to the latest version of the legislation as amended, reenacted or replaced, and includes any subordinate legislation issued under it.
    6. Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
    7. A reference to a party to this Client Agreement or another agreement or document includes that party and anyone else that might be included.
    8. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
    9. A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
  15. Governing Law. These Conditions and the Agreement is governed by the laws of England & Wales. Each of the parties hereby submits to the non-exclusive jurisdiction of courts in London, England.

Last updated: 20th October 2020

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