Terms and Conditions of Service

1. About the Agreement

These Terms apply between Heed Software Limited and the customer identified in the relevant order form or other ordering document.

The agreement starts on the effective date stated in the relevant ordering document and continues for the agreed initial term. Unless the ordering document says otherwise, any renewal arrangements and notice periods stated in that document will apply.

These Terms incorporate any applicable service level commitments, the End User Licence Agreement and any agreed data processing terms.

2. Software and Services

Heed will provide the software and services described in the relevant ordering document. This may include cloud services, on-premise software, support services, onboarding, training, consultancy or related services.

Subject to these Terms, Heed grants the customer a non-exclusive, non-transferable right to use the software and services for its own internal business purposes during the term.

The customer must ensure that only its authorised users access the software and services and that all such users comply with the End User Licence Agreement and applicable policies.

• The customer must not resell, sublicense or commercially exploit the software or services.
• The customer must not reverse engineer, decompile, alter or adapt the software except where the law expressly permits this.
• The customer must not allow unauthorised third parties to access the software or services.

3. Support, Availability and Upgrades

Heed will provide the support package stated in the relevant ordering document or otherwise agreed in writing.

For cloud services, Heed will use reasonable commercial efforts to maintain service availability, subject to scheduled maintenance, emergency maintenance, third-party outages and matters outside Heed’s reasonable control.

Heed may release updates, upgrades, patches and new versions from time to time. For cloud services, these may be deployed by Heed. For on-premise services, the customer is responsible for applying upgrades unless otherwise agreed. Support may be limited where critical upgrades are not applied.

4. Customer Responsibilities

• The customer must provide all reasonable cooperation, information and access required for Heed to deliver the services.
• The customer is responsible for its own systems, devices, network connectivity and internal approvals unless expressly agreed otherwise.
• The customer is responsible for ensuring the services are suitable for its intended use.
• The customer must comply with all laws and regulations relevant to its use of the software and services.

5. Charges and Payment

Charges are set out in the relevant ordering document. Unless otherwise stated, all fees are exclusive of VAT and any similar taxes.

Invoices are payable within 30 days of the invoice date unless a different payment period is stated in the ordering document.

If the customer increases its licensed users, devices, services or scope during the term, additional charges may apply. Heed may suspend the services for material non-payment after giving reasonable notice.

6. Customer Data and Data Protection

As between the parties, the customer retains ownership of its data. The customer grants Heed a non-exclusive right to host, process, transmit, copy and use customer data to provide the software and services and perform its obligations under the agreement.

The customer is responsible for the legality, accuracy and integrity of its data and for ensuring it has the right to provide that data to Heed.

Each party will comply with applicable data protection laws. Where Heed processes personal data on the customer’s behalf, the parties’ agreed data processing terms will apply.

7. Intellectual Property

All intellectual property rights in the software, services, documentation and related materials belong to Heed or its licensors. Except for the limited rights expressly granted under the agreement, no rights are transferred to the customer.

8. Confidentiality

Each party must keep the other party’s confidential information confidential and may use it only for the purposes of the agreement. This obligation does not apply to information that is public through no fault of the receiving party, was already lawfully known, is lawfully received from a third party, or must be disclosed by law.

9. Warranties and Liability

Each party warrants that it has authority to enter into the agreement. Heed warrants that it will provide the services with reasonable care and skill.

Except as expressly stated in the agreement, the software and services are provided on an as available basis. Heed does not warrant that the software will be entirely free from bugs, errors or interruptions, or that it will meet every customer requirement.

Nothing in the agreement excludes liability for death or personal injury caused by negligence, fraud or any liability that cannot lawfully be excluded.

Subject to that, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of goodwill or loss of anticipated savings.

Subject to the foregoing, each party’s total aggregate liability arising out of or in connection with the agreement will not exceed the greater of:

• £250,000; and
• the total fees paid or payable by the customer under the agreement in the 12 months preceding the event giving rise to the claim.

10. Suspension and Termination

Either party may terminate the agreement for material breach if that breach is not remedied within a reasonable period after notice, or immediately if the other party becomes insolvent or ceases trading.

Either party may also terminate at the end of the agreed term by giving the notice stated in the relevant ordering document.

On termination, the customer must stop using the software and services. Heed may disable access and, subject to its retention obligations and policies, delete customer data after termination.

11. General

• Heed may update these Terms from time to time for future orders. The version incorporated into an accepted order remains the version that governs that order unless the parties agree otherwise.
• If any provision is unenforceable, the remainder of the agreement will continue in force.
• The agreement is the entire agreement between the parties in relation to its subject matter.
• The customer may not assign the agreement without Heed’s prior written consent.
• English law governs the agreement and the courts of England have exclusive jurisdiction.