1 DEFINITIONS
In this document, the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Proposal;
1.2 “Company” means BlindMatrix Limited, Company Number +44 (0) 20 7096 1371, Challenge House, Sherwood Dr, Bletchley, Milton Keynes MK3 6DP, United Kingdom;
1.3 “Customer” means the organization or person who purchases work, goods, design, and/or services from the Company;
1.4 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how, Software, and all other forms of intellectual property enforceable anywhere in the world;
1.5 “Software” means the source programs, compiled object code of the software, scripts, and installation programs being developed or customised by the Company for the Customer, as set out in the Proposal, including any enhancements and modifications made;
1.6 “Proposal” means a statement, quotation, order acknowledgment/confirmation document, or other similar document written by the Company describing the work, goods, design, and/or services to be provided by the Company.
2 GENERAL
2.1 These Terms and Conditions apply to all contracts between the Company and the Customer. They generally relate to the provision of a license for companies specializing in the manufacture and retail of window blinds and curtains to use the Software, but not exclusively.
2.2 Before the commencement of services, the Company shall submit a Proposal to the Customer specifying the work, goods, design, and/or services to be supplied along with the price payable. If the Customer disagrees with the Proposal’s contents, they must notify the Company immediately. All Proposals are subject to these Terms and Conditions.
2.3 The Company will use all reasonable endeavors to complete its obligations within estimated time frames. However, time shall not be of the essence in the performance of any work, deliveries, or services.
3 PRICE AND PAYMENT
3.1 The price for the supply of work, goods, design, and/or services is as specified in the Proposal. The Company shall invoice the Customer after the Customer signs the Proposal.
3.2 Invoiced amounts are due and payable before the installation of any Software. Ongoing maintenance packages and similar services shall be payable in advance by standing order. The Company reserves the right to charge interest on overdue amounts at a rate of 5% per annum above the base rate of the Bank of England. If an invoice needs to be submitted against a purchase order before payment, the Customer must issue such a purchase order before the supply of work, goods, design, and/or services.
3.3 In addition to the remedies detailed in Clause 3.2, if the Customer fails to pay a sum properly due under the Agreement and this is not rectified within seven days of written notice from the Company, then the Company may turn off any Software without further notice. The Company shall have no liability to the Customer regarding the exercise of its rights under this Clause 3.3.
3.4 Returns and Refunds Policy:
We do not issue refunds for the BlindMatrix software once the order is confirmed and the software setup has commenced. We recommend contacting us for assistance if you experience any issues receiving or downloading our products. Contact us if you have any questions about our Returns and Refunds Policy:
By phone number: +44 207 096 1371
By email: accounts@blindmatrix.com
4 SPECIFICATION OF FINAL PRODUCT
4.1 All Software, materials, and goods shall be required to conform only to the specification in the Proposal. No description, specification, or illustration contained in any product pamphlet or other sales/marketing literature of the Company, nor any written or oral representation, correspondence, or statement shall form part of the contract.
4.2 Unless stated otherwise in the Proposal, the Company shall provide a license to use the Software. The physical Software shall be located on a cloud computing infrastructure.
5 DELIVERY
5.1 The date of delivery specified by the Company is an estimate only. Time for delivery shall not be essential to the contract, and the Company shall not be liable for any loss, costs, damages, charges, or expenses caused directly or indirectly by any delivery delay.
5.2 All risk in goods shall pass to the Customer upon delivery.
6 TITLE
Title in goods shall not pass to the Customer until the Company has been paid in full for the goods.
7 CUSTOMER`S OBLIGATIONS
7.1 To enable the Company to perform its obligations under this Agreement the Customer shall:
7.1.1 co-operate with the Company;
7.1.2 provide the Company with any information reasonably required by the Company;
7.1.3 obtain all necessary permissions and consents which may be required before the commencement of any services; and
7.1.4 comply with such other requirements as may be set out in the Proposal or otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate the Company for any expenses incurred by the Company as a result of the Customer’s failure to comply with Clause 7.1.
7.3 Without prejudice to any other rights to which the Company may be entitled, in the event that the Customer unlawfully terminates or cancels the work, goods, design and/or services agreed to in the Proposal, the Customer shall be required to pay to the Company as agreed damages and not as a penalty the full amount of any third party costs to which the Company has committed and in respect of cancellations on less than five working days’ written notice the full amount of the work, goods, design and/or services contracted for as set out in the Proposal, and the Customer agrees this is a genuine pre-estimate of the Company’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1shall be deemed to be a cancellation of the work, goods, design and/or services and subject to the payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third party, not being a sub-contractor of the Company, shall omit or commit anything which prevents or delays the Company from undertaking or complying with any of its obligations under this Agreement, then the Company shall notify the Customer as soon as possible and:
7.4.1 the Company shall have no liability in respect of any delay to the completion of any project;
7.4.2 if applicable, the timetable for the project will be modified accordingly;
7.4.3 the Company shall notify the Customer at the same time if it intends to make any claim for additional costs.
7.5 The Customer shall undertake routine checking of any documentation that it generates using the Software to ensure that any errors of input or malfunction of the Software are identified and corrected without causing harm to the Customer’s business.
8 ALTERATIONS TO THE PROPOSAL
8.1 The parties may at any time mutually agree upon and execute new Proposals. Any alterations in the scope of work, goods, design and/or services to be provided under this Agreement shall be set out in the Proposal, which shall reflect the changed work, goods, design and/or services and price and any other terms agreed between the parties.
8.2 BlindMatrix provides software updates free of charge. Software upgrades and new modules/features come at an additional cost.
8.3 The Customer may at any time request alterations to the Proposal by notice in writing to the Company. On receipt of the request for alterations the Company shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
8.4 Where the Company gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Company by notice in writing whether or not it wishes the alterations to proceed.
8.5 Where the Company gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Proposal shall be amended to reflect such alterations and thereafter the Company shall perform this Agreement upon the basis of such amended terms.
9 WARRANTY
9.1 The Company warrants that as from the date of delivery for a period of six months that any goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.
9.2 The Company warrants that any services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
9.3 The Company warrants that any design work to be carried out under this Agreement will be completed using the reasonable skill and care to be expected of a reasonably competent company experienced in completing designs of a similar scope and complexity as detailed in the Proposal.
9.4 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the work, goods, design and/or services to be provided by the Company.
10 INDEMNIFICATION
The Customer shall indemnify the Company against all claims, costs, and expenses resulting from the Customer’s breach of obligations under this Agreement, including claims alleging infringement of third-party rights.
11 LIMITATION OF LIABILITY
11.1 Except for death or personal injury due to negligence, the Company’s entire liability to the Customer for any claim or breach of this Agreement, whether arising from negligence or not, shall be limited to the price paid by the Customer related to the claim.
11.2 The Company shall not be liable to the Customer for any indirect or consequential loss, including loss of business, opportunity, or profits, even if such loss was foreseeable or made known to the Company.
12 TERMINATION
Either party may terminate this Agreement immediately if:
12.1 The other party commits a material breach and fails to remedy it within 30 days of written notice.
12.2 The other party commits a breach that cannot be remedied.
12.3 Other specific events listed in clauses 12.3 – 12.5 occur.
12.4 Additionally, the Customer may terminate any service arrangements by giving 3 months’ written notice to the Company.
13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Company, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Company by the execution of appropriate instruments or the making of agreements with third parties.
14 COMMENCEMENT DATE FOR SERVICES
Services like maintenance or rental periods shall start on the first day of any training unless stated otherwise in the Proposal.
15 DISCLAIMER
15.1 The Company shall not be liable for any data loss experienced by the Customer due to failure of any Software; this is particularly likely if the Customer’s hardware systems or broadband connections are inadequate. The Customer shall be responsible for ensuring that they retain suitable copies of all electronic information.
15.2 The Company shall not have any liability in respect of any downtime experienced by the Software. In the event that downtime is the result of any error by the Company or malfunction of the goods supplied by the Company, then the Customer shall allow the Company seven days from the receipt of any written notice in order to carry out any repairs.
15.3 The Company has no responsibility in respect of the suitability of the Customer’s hardware systems and broadband connections and it is the responsibility of the Customer to ensure the adequacy of these facilities.
16 DATA PROTECTION
At BlindMatrix, we understand that we have a responsibility to protect and respect your privacy and look after your personal data that we hold for you on our application.
16.1 Who has access to your personal data?
Below are the lists of third party companies that have access to your personal data and are all GDPR compliant
16.1.1 Customer support
BlindMatrix Pvt Ltd, located in Chennai, India, will setup data, resolve any technical issues and customise the software around your business.
16.1.2 Data storage
UK fast located in Manchester, UK, host the server where we store personal data for European clients.
AWS Located in Sydney, Australia, host the server where we store personal data for Australian and New Zealand clients.
Liquid Web location in Michigan, USA, host the server where we store your personal data for North American clients.
They follow accepted ISO standards to store and protect the personal data we provide, including the use of encryption if appropriate. All data is stored on their secured servers within the EEA.
Where we have given you (or where you have chosen) a password which enables you to access certain parts of the BlindMatrix software, you are responsible for keeping the password confidential. We ask you not to share a password with anyone.
16.1.3 Email hosting
Mailgun Technologies, Inc, located in San Francisco, USA, provide the email facilities.
16.1.4 Text messaging
Fonix Ltd. located in London, UK, provides the text messaging services.
16.2 Your rights
You have the right to delete, remove or stop using your personal data if there is no need for us to keep it. This is known as your right to be forgotten. There are legal and accountancy reasons why we will need to keep your data, but please do inform us if you think we are retaining or using your personal data incorrectly.
Our Privacy Notice shall be made clear to you at the point of collection of your personal data.
You can view, edit or delete your personal data through the BlindMatrix software.
We will never pass on your data to a 3rd party but may contact you if we feel another product of service that we provide could be beneficial for you. You have the right to ask us not to process your personal data for marketing purposes.
16.3 Retention periods
We will keep your personal data for the duration of the period you are a customer of BlindMatrix. We shall retain your data only for as long as necessary in accordance with applicable laws.
On the closure of your account, we may keep your data for up to 6 months after you have cancelled your services with us. We may not be able to delete your data before this time due to our legal and/or accountancy obligations. We may also keep it for research or statistical purposes.
16.4 Data Breaches
In the event of a data breach, we shall ensure that our obligations under applicable data protection laws are complied with where necessary.
16.5 Contact us
Please e-mail any questions or comments you have about privacy to us atsecurity@blindmatrix.com
16.6 Use of cookies
Our cookies policy is available to view here
https://blindmatrix.co.uk/terms-and-conditions/cookie-law
17 COPYRIGHT
The Company owns the copyright to the Software. The Customer shall not make unauthorized copies of the Company’s products and services.
18 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform obligations due to events or circumstances beyond reasonable control, including acts of God, strikes, war, etc.
19 ASSIGNMENT
The Customer cannot assign its rights or delegate its duties under this Agreement without the Company’s prior written consent.
20 SEVERABILITY
If any provision of this Agreement is held invalid, illegal, or unenforceable by any Court, that provision shall be severed, and the remaining provisions shall continue in full force and effect.
21 WAIVER
Failure to enforce any Terms and Conditions at any time shall not waive the right to enforce them later.
22 NOTICES
Notices between parties may be served by email, fax, personal service, or post to the address provided. Effective notice dates vary based on the method used.
23 ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties and supersedes any previous agreements, oral or written.
24 NO THIRD PARTIES
Nothing in this Agreement confers rights on a third party.
25 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the United Kingdom law, and the parties submit exclusively to the jurisdiction of the courts in the United Kingdom.
