- “Seller” means Pinnula Limited, a company registered in England and Wales, whose registered office is at 1 The Point, Bradmarsh Way, Rotherham, S60 1BP.

- “Customer” means any business, company, partnership, sole trader or other organisation purchasing Goods and/or Services from the Seller acting in the course of its trade, business, craft or profession.

- “Goods” means any software products, licences, digital content, documentation, hardware, consumables or related materials supplied by the Seller.

- “Services” means software implementation, configuration, consulting, support, managed IT services, and any other IT or technology‑related services supplied by the Seller.

- “Contract” means the agreement between the Seller and the Customer for the supply of Goods and/or Services in accordance with these Terms.

Headings are for convenience only and do not affect interpretation.

These Terms apply to all Contracts for the supply of Goods and/or Services by the Seller to the Customer.

These Terms prevail over any terms or conditions proposed by the Customer, whether set out in a purchase order, correspondence or otherwise, unless expressly agreed in writing by the Seller.

By placing an order, the Customer confirms that it is acting in the course of business and agrees to be bound exclusively by these Terms.

All quotations and proposals issued by the Seller are invitations to treat and do not constitute a binding offer.

A Contract is formed only when the Customer confirms acceptance of a quotation or proposal supplied by the Seller by issuing a purchase order or other written confirmation accepted by the Seller.

Descriptions, specifications and functionality of Goods and Services are provided in good faith but may be subject to change.

Except as expressly agreed in writing, the Seller does not warrant that the Goods or Services will meet the Customer’s individual requirements or achieve any specific outcome.

Prices are as stated in the Seller’s quotation or invoice and are exclusive of VAT unless stated otherwise.

The Seller reserves the right to correct obvious pricing or typographical errors prior to acceptance of an order.

Payment is due within ten (10) days from the date of delivery of the Goods or, in the case of Services, from the date the Services are completed or invoiced, unless otherwise agreed in writing.

Payment shall be made in full, without deduction or set‑off, by bank transfer or such other method as specified on the invoice.

The Seller reserves the right to charge statutory interest, fixed compensation and reasonable recovery costs on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Delivery dates and timescales are estimates only. Time shall not be of the essence unless expressly agreed in writing.

The Seller shall not be liable for delays or failures caused by third‑party providers, Customer dependencies, or events beyond the Seller’s reasonable control.

The Seller may terminate a Contract for convenience by giving thirty (30) days’ written notice to the Customer.  For the avoidance of doubt, the Customer has no right to terminate or cancel the Contract for convenience.  Any request by the Customer to cancel the Contract shall be effective only if expressly agreed in writing by the Seller and shall be conditional upon the Customer paying all sums due under the Contract, including (without limitation) amounts payable pursuant to this Clause 8.

Upon termination under clause 8.1:

(a) the Customer shall pay the Seller for all Goods supplied and Services performed up to and including the termination date, including (without limitation) any software development, configuration, customisation, integration, testing, or implementation work carried out by the Seller.

(b) the Customer shall reimburse the Seller for all reasonable out‑of‑pocket expenses incurred in connection with the provision of the Goods or Services, including (without limitation) travel costs, mileage, accommodation, meals, and subsistence, where such expenses have been incurred on the Customer’s behalf

(c) where the Seller purchases hardware or other physical equipment on the Customer’s behalf in connection with the Goods or Services, and such hardware is non‑cancellable, non‑returnable, or non‑creditable under the applicable third‑party supplier’s terms (whether or not it has been delivered), the Customer shall remain liable for the full cost of that hardware, including all associated delivery, restocking, and handling charges.

Where the Seller makes hotel or other accommodation bookings on behalf of the Customer in connection with the provision of the Services, and such booking is cancelled by the Customer within twenty‑four (24) hours of the booking commencement date, the Customer shall be liable for one hundred percent (100%) of the accommodation costs incurred by the Seller, including any non‑refundable charges.

Termination shall not affect any rights, remedies or liabilities of either party which have accrued prior to termination.

All sums due to the Seller shall become immediately payable upon termination, whether invoiced or not.

All intellectual property rights in the Goods, software, documentation and deliverables supplied by the Seller shall remain the property of the Seller or its licensors at all times.

No title, ownership, or proprietary rights in any software (including source code, object code, custom developments, configurations, or derivative works) shall pass to the Customer under the Contract.

Subject to full payment, the Customer is granted a non-exclusive, non-transferable licence to use the software and related deliverables solely for its internal business purposes and in accordance with any applicable licence terms.

Title to any hardware or physical equipment supplied by the Seller shall not pass to the Customer until the Seller has received payment in full.

The Customer acknowledges that this Contract is entered into wholly on a business‑to‑business basis.

Consumer protection legislation, including the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, does not apply to this Contract.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any liability which cannot be excluded under English law.

Subject to clause 12.1, the Seller shall not be liable for any indirect, incidental or consequential loss, including (without limitation) loss of profits, revenue, business or data.

The Seller’s total aggregate liability arising under or in connection with the Contract shall not exceed the fees paid or payable by the Customer under the relevant Contract.

The Seller shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, supplier failure, industrial disputes, power outages, pandemics or governmental action.

Each party shall comply with applicable UK data protection legislation.

The Seller will process personal data in accordance with its Privacy Policy.

These Terms and any Contract shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction, save that the Seller may bring proceedings in the courts of Northern Ireland or Scotland where the Customer is incorporated or carries on business in that jurisdiction.

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

These Terms apply to this order only and govern the parties’ obligations in connection with the goods/services supplied under this order. For the avoidance of doubt, these Terms do not amend, replace, or supersede any existing software licence, master agreement, or other agreement already in place between the parties, which will continue to apply in accordance with its terms.