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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.

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

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By engaging InboundMuse Ltd for custom development services, you ("Customer", "Client", "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 the Customer 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 the Customer 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. Customer Commitments

    • The Customer agrees to these Terms and confirms authority to enter an 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 Customer.

  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 Customer 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 Customer in the orderly transition of services to the Customer 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 Customer'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 Customer 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 Customer 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 Customer's specific goals, expectations, or that all errors can be corrected. The Customer 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 Customer 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 Customer, 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 Customer 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 Customer 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 Customer agrees to hold InboundMuse harmless from any claims, damages, or demands arising from the Customer's failure to adhere to InboundMuse's advice or recommendations, or the Customer'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 Customer 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 Customer a non-exclusive, non-transferable, revocable license to use the software or outcomes developed specifically for the Customer under this agreement. This license is for the Customer'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 Customer agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to discover or share 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.

    • Customer Materials and Intellectual Property

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

      • The Customer represents and warrants that it has the right to provide such Customer 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 Customer 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 Customer.

    • 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. Support and Maintenance​

    1. ​Scope of Support Services: InboundMuse agrees to provide the Client with support and maintenance services for the developed software or other deliverables under this agreement only when a Support agreement is in place. These services may include bug fixes, updates, and technical support as necessary. The specific scope, response times, and availability of support will be outlined in a separate support agreement or service level agreement (SLA) agreed upon by both parties.

    2. Service Availability: Support services will be available during InboundMuse's standard business hours, from 9:00 AM to 5:00 PM Central European Time (CET)], Monday through Friday, excluding public holidays in Malta. InboundMuse will make commercially reasonable efforts to address & resolve support requests within the timeframes specified in the SLA.

    3. Exclusions from Support

      • Support services do not include:

        • Issues arising from modifications or customizations made by the Client or third parties not authorized by InboundMuse.

        • Problems caused by misuse, improper operation, or unauthorized alterations of the software.

        • Support for third-party software or systems not provided by InboundMuse.

        • On-site support unless specifically agreed upon.

    4. Termination of Support Services

      • Either party may terminate the support and maintenance services with ninety (90) days' written notice. Upon termination, InboundMuse will cease providing support, and the Client may be offered the option to continue receiving support on a pay-per-incident basis or through a new agreement.

  10. General Provisions

    1. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this agreement if such delay or failure is caused by a force majeure event. Force majeure events include, but are not limited to, natural disasters, acts of God, war, terrorism, strikes, labor disputes, government actions, or any other events beyond the reasonable control of the affected party. The affected party must notify the other party as soon as possible of the force majeure event and take reasonable steps to mitigate its impact.

    2. Severability: If any provision of this agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the agreement, and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid one that most closely approximates the original intent and economic effect.

    3. Entire Agreement: This agreement, together with any referenced documents or attached schedules, constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendments or modifications to this agreement must be in writing and signed by both parties.

    4. Waiver: The failure of either party to enforce any right or provision of this agreement shall not constitute a waiver of that right or provision. Any waiver of any provision of this agreement will be effective only if it is in writing and signed by the party granting the waiver.

    5. Governing Law and Jurisdiction: All Engagements shall be governed by and construed in accordance with the laws of Malta. Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Malta. The parties agree to attempt to resolve any disputes through amicable negotiations before resorting to arbitration or litigation.

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