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**Terms and Conditions of Sale**

**1. Introduction**

1.1 These Terms and Conditions (“Terms”) govern the sale of business data analytics services (“Services”) provided by Tesylate Ltd (“Company”) to its customers (“Customer”).

1.2 By subscribing to the Services, the Customer agrees to be bound by these Terms.

**2. Services**

2.1 The Company provides business data analytics services on a monthly subscription basis.

2.2 The scope of Services, including development hours for change requests, is defined in the Customer’s subscription plan.

2.3 Any change requests beyond the included development hours will be billable at a rate of £100 per hour.

**3. Subscription Plans**

3.1 Subscription plans are offered with varying levels of Services and included development hours.

3.2 The specific details of the subscription plan, including pricing and included hours, are outlined in the sales proposal.

3.3 The Customer may upgrade or downgrade their subscription plan by providing written notice to the Company, subject to any applicable terms in the sales proposal, and subject to Clause 7.5.

**4. Billing and Payment**

4.1 Subscription fees are billed monthly in advance and are due within 30 days of the invoice date.

4.2 Additional charges for change requests beyond the included hours will be billed monthly in arrears and are due within 30 days of the invoice date.

4.3 All payments must be made via Direct Debit through our direct debit provider, GoCardless.

4.4 The Company reserves the right to suspend or terminate Services if the Customer fails to make timely payments.

**5. Support and Service Level Agreement (SLA)**

5.1 Support for the Services is provided in accordance with the SLA defined in the sales proposal.

5.2 The SLA outlines the response times, resolution times, and the scope of support provided.

5.3 The Company will make reasonable efforts to meet the SLA, but shall not be liable for any failure to meet the SLA due to circumstances beyond its control.

**6. Change Requests**

6.1 Change requests may be submitted by the Customer in writing.

6.2 The Company will provide an estimate of the development hours required for the change request.

6.3 If the change request exceeds the included development hours in the subscription plan, the additional hours will be billable at £100 per hour.

6.4 The Company will commence work on the change request upon the Customer’s approval of the estimated hours and any additional charges.

**7. Term and Termination**

7.1 All contracts are subject to a minimum 3-month contract term, during which the contract may not be cancelled without an early cancellation charge equivalent to the value of the remaining monthly subscription costs up to 3 months.

7.2 During the initial 3 months, the Customer may not change the subscription plan that they are currently subscribed to.

7.3 After the initial 3 months, the subscription term is specified in the sales proposal and will automatically renew for successive terms unless either party provides written notice of termination at least 30 days prior to the end of the current term.

7.4 Either party may terminate the subscription immediately upon written notice if the other party breaches any material term of these Terms and fails to cure such breach within 30 days of receiving written notice of the breach.

7.5 Upon termination, the Customer shall pay for all Services rendered and expenses incurred up to the effective date of termination.

**8. Limitation of Liability**

8.1 The Company shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, or data, arising out of or in connection with the Services or these Terms.

8.2 Tesylate Ltd maintains professional indemnity insurance up to £10 million. Any damages caused by the Company are to be covered solely up to this limit.

**9. Intellectual Property**

9.1 All intellectual property rights associated with any work undertaken by Tesylate Ltd, or associated with any products or services produced by Tesylate Ltd, are and shall remain the sole property of Tesylate Ltd.

9.2 The Customer acknowledges that they do not acquire any ownership rights in any intellectual property created or provided by Tesylate Ltd in connection with the Services.

9.3 The Customer is granted a non-exclusive, non-transferable, revocable license to use the deliverables provided by Tesylate Ltd solely for their internal business purposes, subject to these Terms.

9.4 The Customer shall not use, copy, modify, or distribute any of Tesylate Ltd’s intellectual property without the prior written consent of Tesylate Ltd.

**10. Third-Party Products and Licensing**

10.1 Any licensing for third-party products required for the consumption of the products and services produced by Tesylate Ltd is not included in the subscription plan, unless otherwise explicitly stated in writing by Tesylate Ltd.

**11. Customer Responsibilities**

11.1 Unless otherwise expressly agreed in writing by Tesylate Ltd, the Customer will be responsible (and Tesylate Ltd shall have no liability) for:

(a) ensuring that its IT hardware, software, network, and systems are suitable, in good working order, and properly maintained in respect of any Services to be provided;

(b) the selection and suitability of any ERP provider or other third-party provider;

(c) the implementation and operation of any ERP system selected by it;

(d) the accuracy and reliability of Customer Data and Report Data;

(e) the accuracy of all instructions and information (Customer Information), given or divulged to Tesylate Ltd in the course of the provision of the Services.

**12. Confidentiality**

12.1 Each party agrees to maintain the confidentiality of the other party’s proprietary and confidential information and to use such information only for the purposes of fulfilling its obligations under these Terms.

12.2 Confidential information does not include information that is publicly available, already known to the receiving party, or independently developed by the receiving party.

**13. Data Protection and GDPR Compliance**

13.1 Both parties agree to comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR), in relation to any personal data processed in connection with the Services.

13.2 The Customer consents to the Company processing personal data as necessary for the performance of the Services and as described in the Company’s Privacy Policy.

13.3 The Company shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk associated with the processing of personal data.

**14. Governing Law and Dispute Resolution**

14.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.

14.2 Any disputes arising out of or in connection with these Terms shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiations, either party may refer the dispute to mediation or arbitration, as agreed by the parties.

**15. Miscellaneous**

15.1 These Terms, together with the sales proposal, constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

15.2 No amendment or modification of these Terms shall be valid unless in writing and signed by both parties.

15.3 The Customer may not assign or transfer its rights or obligations under these Terms without the prior written consent of the Company.

15.4 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

**Contact Information**

Tesylate Ltd
22 Apollo Way,
Hemel Hempstead,
England, HP2 5QG
020 3880 9872

Effective Date: 20/05/2024

By subscribing to the Services, the Customer acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions of Sale.