Skip to main content

Millersoft Ltd Software Services Terms and Conditions

These Terms and Conditions govern the provision of Software Services by Millersoft Ltd. They become effective upon a Customer placing an order for services.

1. DEFINITIONS​

1.1 "Agreement" means these Terms and Conditions together with the applicable Development Proposal and Cost Specification Documents.

1.2 "Customer" means the individual or entity purchasing services from Millersoft Ltd.

1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyrights, trademarks, trade secrets, and other forms of intellectual property.

1.4 "Development Proposal and Cost Specification Documents" means documents that describe the services provided by Millersoft Ltd, such as statements of work or quotations.

1.5 "Commencement Date" means the date the Agreement becomes effective as defined in the Development Proposal.

1.6 "Services" refers to the tasks and deliverables outlined in the Development Proposal.

1.7 "Supplier" refers to:

2. GENERAL​

2.1 These Terms apply to all services provided by Millersoft Ltd.

2.2 Prior to commencing services, Millersoft Ltd shall provide a Development Proposal detailing the scope of work and applicable fees. Acceptance or objection must be provided by the Customer promptly.

2.3 Time for completion is estimated and not of the essence unless otherwise agreed.

3. FEES AND PAYMENT​

3.1 Fees are detailed in the Development Proposal. Invoices will follow the delivery schedule defined therein.

3.2 Payment is due as specified in the invoice. Interest on overdue payments is charged at 8% per annum above the Bank of England base rate.

3.3 Disputed invoices must be notified in writing within 10 business days of receipt.

3.4 Refunds will only be issued where overpayment is proven.

3.5 All fees are quoted exclusive of VAT unless otherwise stated.

4. CUSTOMER OBLIGATIONS​

4.1 The Customer shall:

  • Cooperate with Millersoft Ltd;
  • Provide required information and access;
  • Obtain all necessary approvals;
  • Fulfill responsibilities as defined in the Proposal.

4.2 Failure to meet obligations may result in additional charges.

4.3 Unlawful termination will result in payment of full fees as liquidated damages.

4.4 Millersoft Ltd shall not be liable for delays resulting from third-party interference.

5. ALTERATIONS​

5.1 Alterations to the Development Proposal must be mutually agreed in writing.

5.2 Upon request, Millersoft Ltd shall advise the impact of proposed changes within 5 working days.

5.3 Changes proceed only upon written confirmation by both parties.

6. WARRANTIES​

6.1 Services will be delivered with reasonable care, skill, and in accordance with industry standards.

6.2 All other warranties, express or implied, are excluded.

6.3 No warranty is made for third-party software or services.

7. INDEMNITY​

7.1 The Customer shall indemnify Millersoft Ltd against claims arising from the Customer’s breach of this Agreement.

7.2 Millersoft Ltd shall indemnify the Customer against third-party IP infringement claims arising from its deliverables.

8. LIMITATION OF LIABILITY​

8.1 Except for death or injury due to negligence, Millersoft Ltd’s liability is limited to fees paid in the prior 12 months.

8.2 No liability is accepted for indirect or consequential losses.

9. INTELLECTUAL PROPERTY​

9.1 IPR remains with Millersoft Ltd until all fees are paid. Thereafter, rights will be assigned to the Customer.

9.2 Pre-existing IP remains the property of its respective owner.

10. TERMINATION​

10.1 Either party may terminate for material breach if not remedied within 30 days.

10.2 Either party may terminate if the other becomes insolvent or ceases trading.

11. CONFIDENTIALITY​

11.1 Both parties agree to maintain confidentiality of all proprietary or sensitive information disclosed during the Agreement.

11.2 This obligation survives termination.

12. DATA PROTECTION​

12.1 Each party will comply with applicable data protection laws, including the UK GDPR.

12.2 Where Millersoft Ltd processes data on behalf of the Customer, a Data Processing Agreement shall be executed.

13. FORCE MAJEURE​

13.1 Neither party shall be liable for delays caused by circumstances beyond their control.

13.2 If a force majeure event continues for more than 60 days, either party may terminate the Agreement.

14. INDEPENDENT CONTRACTORS​

Millersoft Ltd and the Customer are independent entities and not agents of each other.

15. ASSIGNMENT​

The Customer may not assign its rights without written consent from Millersoft Ltd.

16. SEVERABILITY​

Invalid provisions shall not affect the remainder of the Agreement.

17. WAIVER​

Failure to enforce any part of this Agreement shall not constitute a waiver.

18. NOTICES​

Notices must be delivered by email or post and are effective upon delivery or transmission.

19. DISPUTE RESOLUTION​

Parties agree to attempt mediation prior to litigation.

20. ENTIRE AGREEMENT​

This Agreement supersedes all prior agreements. Modifications must be in writing and signed.

21. THIRD PARTY RIGHTS​

Nothing in this Agreement confers rights on any third party.

22. TERM​

This Agreement remains effective until terminated as described above.

23. GOVERNING LAW​

This Agreement is governed by the laws of England.

Revision: 1.2
Last Revised: 21/04/2025