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Terms & Conditions

These are InboundMuse Ltd's General Terms & Conditions for Custom Development Services, including but not limited to R&D consultation and bespoke software development projects. Please review periodically, as revisions may occur. Last updated: January 2024.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ENGAGING INBOUNDMUSE LTD FOR ANY SERVICES.

By engaging InboundMuse Ltd for custom development services, you ("Customer", "you", "your") agree to these Terms of Service ("Terms"), forming a legal agreement between InboundMuse Ltd, a Malta-registered company (company number 69375), and you for the provision and receipt of custom development services.

  1. Service Provision

    • ​InboundMuse grants you a non-exclusive, non-transferable, royalty-free license to use the developed software or outcomes of consultations ("the Services") under these Terms and any other relevant documents communicated to you by InboundMuse.

  2. Relationship

    • No partnership, employment, or agency relationship is established by these Terms.

    • These Terms are between you and InboundMuse, not conferring enforceable rights to any third parties.

    • You acknowledge InboundMuse as your exclusive technological solutions provider for the scope of services contracted.

  3. Your Commitments

    • You agree to these Terms and confirm your authority to enter this agreement, ensuring compliance with applicable laws.

    • You ensure accuracy and lawfulness of all business information and representations made in relation to the services.

    • You ensure that all information provided to InboundMuse in the course of this engagement, whether related to your business operations, project specifications, or otherwise, is accurate, complete, and current. You understand that the success of our strategic R&D consultations and custom development projects relies heavily on the quality and reliability of the information shared.

    • Recognizing the collaborative nature of custom software development and strategic consulting, you agree to actively participate in the planning, execution, and review processes of the projects undertaken. This includes providing timely feedback, making necessary personnel available for consultations, and ensuring that your team collaborates effectively with InboundMuse's specialists.

    • You understand and agree to respect the intellectual property rights of InboundMuse and third parties. Any use of third-party intellectual property in the course of our engagement will be appropriately licensed, and you will indemnify InboundMuse against any claims arising from your failure to obtain such licenses.

    • You agree to maintain the confidentiality of all proprietary information and materials shared by InboundMuse during the course of the engagement and to implement reasonable security measures to protect such information. You will promptly notify InboundMuse of any breach or unauthorized use of such confidential information.

  4. Fees

    • Services are provided strictly against agreed upon 'Scope of Work' order forms issued by InboundMuse, each with associated fees, exclusive of applicable taxes.

    • InboundMuse endeavors to prevent chargebacks wherever applicable; however, chargeback costs will be borne by the client.

  5. Term & Termination

    • The agreement signified by these Terms becomes effective on the "Effective Date," which is the date of your acceptance of these Terms or the date on which services commence, whichever occurs first. The agreement remains in effect indefinitely, providing a stable foundation for our ongoing strategic partnership, until such time as it is terminated by either party in accordance with these Terms.

    • Either party may terminate this agreement for any reason by providing the other party with written notice. To afford adequate time for orderly transition or conclusion of ongoing projects, a notice period of ninety (90) days is required for termination without cause.

    • Notwithstanding the above, either party may terminate the agreement immediately upon written notice if the other party:

      • a. Breaches any of these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach;

      • b. Ceases operation without a successor;

      • c. Seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days).

    • Obligations Upon Termination

      • a. Outstanding Fees: The Client is responsible for paying all outstanding fees and charges accrued until the effective date of termination. Such payments are due within thirty (30) days of the termination date.

      • b. Confidential Information: Each party must either return or, at the other party's discretion, destroy the other party's Confidential Information in its possession. A written certification of the completion of this process may be requested by the disclosing party.

      • c. Transition Assistance: InboundMuse commits to assisting the Client in the orderly transition of services to the Client or a new service provider. This assistance is contingent upon mutual agreement on the scope and any necessary fees, ensuring that the transition minimizes disruption to the Client's operations.

    • Survival of Obligations

      • Certain obligations and rights are intended to persist beyond the termination or expiry of these Terms, ensuring ongoing responsibilities and protections. These include, but are not limited to, obligations related to fees and payments, intellectual property rights, confidentiality, liability, indemnification, and any other provisions that, by their nature, should survive termination. These surviving provisions remain effective indefinitely following the conclusion of this agreement.

    • Post-Termination Rights

      • Following termination, the Client retains the right to use any delivered work products, including software, documentation, and data, subject to the original scope of use and licensing agreements. InboundMuse retains ownership of any proprietary methodologies, technologies, or software not explicitly licensed or sold to the Client as part of the engagement.

  6. Liability

    • Warranty Disclaimers

      • InboundMuse provides its services using a level of skill and care customary in the industry, aiming to deliver high-quality and professional services. However, given the inherent complexities and uncertainties in software development and R&D consulting, InboundMuse cannot guarantee that the services will be uninterrupted, error-free, or completely secure.

      • Accordingly, to the maximum extent permitted under applicable law, InboundMuse disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

      • InboundMuse does not warrant that the outcomes of the services will meet the Client's specific goals, expectations, or that all errors can be corrected. The Client acknowledges that decisions based on information or outputs from the services are made at their own risk.

    • Limitation of Liability

      • To the fullest extent permitted by applicable law, InboundMuse's liability for direct damages arising out of or related to the agreement shall be limited to the lesser of €1,000 or the total amount of fees paid by the Client to InboundMuse within the three (3) months immediately preceding the event giving rise to the claim for liability. This limitation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

      • This cap on liability is a fundamental element of the basis of the agreement between InboundMuse and the Client, reflecting the allocation of risk between them. This limitation upon liability will apply even if InboundMuse has been advised of the possibility of such damages or such damages were foreseeable.

      • The Client acknowledges that there are risks inherent in implementing and using software development and R&D consulting services, and that InboundMuse cannot foresee or mitigate all such risks. The Client is responsible for making an independent analysis of the potential risks and for taking steps to mitigate any adverse effects that may result from these risks.

      • The Client agrees to hold InboundMuse harmless from any claims, damages, or demands arising from the Client's failure to adhere to InboundMuse's advice or recommendations, or the Client's decision to use the services in a manner that exceeds the scope of the agreement.

      • In no event will InboundMuse be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or in connection with the services provided, even if InboundMuse has been advised of the possibility of such damages.

  7. ​Intellectual Property​

    • Ownership of Intellectual Property​

      • Intellectual Property Rights, including but not limited to patents, trademarks, copyrights, trade secrets, designs, and know-how related to or arising from InboundMuse’s services, technologies, software, methodologies, specifications, and documentation, remain the exclusive property of InboundMuse or its licensors.

      • The Client acknowledges that in the course of providing the services, InboundMuse may develop, innovate, or otherwise create or improve intellectual property as part of its solution offerings. Such intellectual property will remain solely with InboundMuse unless explicitly agreed otherwise in writing.​

    • Grant of License

      • Subject to the terms of this agreement and the timely payment of all applicable fees, InboundMuse grants the Client a non-exclusive, non-transferable, revocable license to use the software or outcomes developed specifically for the Client under this agreement. This license is for the Client's internal business operations only and does not include the right to sublicense, sell, or otherwise make available the software or outcomes to third parties without InboundMuse’s prior written consent.

      • The scope, duration, and specific terms of the license will be detailed in the service agreement or a separate license agreement. The license may include limitations, such as geographic restrictions, limitations on the number of users, and other use parameters as agreed upon.

    • Restrictions

      • The Client agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, algorithms, or proprietary technologies of the software or services provided, except as expressly permitted by law without the possibility of contractual waiver.

      • Any modifications, enhancements, or derivative works of the software or outcomes remain the property of InboundMuse, unless specifically agreed otherwise.

    • Client Materials and Intellectual Property

      • The Client may provide InboundMuse with materials, data, or intellectual property owned by the Client or for which the Client has obtained the necessary licenses ("Client Materials") for the purpose of enabling InboundMuse to provide the services. The Client grants InboundMuse a limited, non-exclusive license to use such Client Materials solely in connection with the provision of the services.

      • The Client represents and warrants that it has the right to provide such Client Materials to InboundMuse and that the use of such materials by InboundMuse in the provision of the services will not infringe on the intellectual property rights of any third party.

    • Feedback and Improvements

      • Should the Client provide suggestions, comments, or other feedback to InboundMuse with respect to the services or outcomes provided ("Feedback"), such Feedback will be considered non-confidential and non-proprietary. InboundMuse shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into its services any Feedback provided by the Client.

    • Confidentiality of Intellectual Property

      • Both parties agree to treat all information related to the other party's intellectual property as confidential and to use the same degree of care to protect it as they would with their own confidential information, but in no case less than reasonable care.

  8. Data Protection

    • Both parties will comply with applicable data protection laws, with InboundMuse possibly acting as a processor for certain services.

  9. Confidentiality

    • Each party commits to confidentiality of the other's information, except as required by law or for performance of duties under these Terms.

  10. General Provisions

    • ​Covering force majeure, severance, entire agreement, waiver, and governing law.

  11. Support and Maintenance

    • Detailed support services and terms are provided, ensuring ongoing assistance post-implementation.

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