Terms & Conditions

Parties:

• Recycly Software Ltd, a company registered in England (registered number 15144294) with VAT number GB932497012, whose registered office is at Office 4, 340 The Crescent, Colchester, Essex, CO4 9AD (“Recycly”, "Recycly Ltd.", “The Company”).
  

• Customer of Recycly Software Ltd. (“Customer”). 
  

• Accredited Partner / Reseller / Service Provider of Recycly Ltd. (“Partner”).
  

Terms:

SYSTEM, SYSTEMS, SOFTWARE herewith in, includes Recycly, and any dependant apps created by Recycly Software Ltd.

1. Quotations, project proposals and all other documents specifying costs for our products and services are deemed to be subject to these Terms and Conditions and shall be valid for 30 days unless otherwise stated on the document or in writing by Recycly, and any changes to scope of work will be agreed in writing as a variation on these terms and conditions / contract and may affect the cost(s) and timescale(s) provided.

 

3. Recycly reserves the right to withdraw or amend any quotation or proposal prior to or following the Agreement where:

3.1. Products or Services are withdrawn by Recycly;
3.2. Customer requirements change significantly or are beyond our service offering or expertise;
3.3. Specifications of Products or Services are varied by Recycly

4. Customer orders, statements of works, project definitions – and other such documents, shall be subject to these Terms and Conditions and to the availability of all relevant Products and Services.

5. Invoices: Unless otherwise specified in writing by Recycly, invoices for bespoke enhancements to Recycly will be submitted to the Customer for payment prior to that work being carried out

6. Monthly Fees: Unless otherwise specified in writing by Recycly, monthly support, hosting (where applicable) and maintenance fees shall be invoiced on the 1st of each month or monthly from the date of purchase or monthly from the date of purchase + a trial period, and strictly due for payment on the date stated on the invoice.
6.1. For the avoidance of doubt: a user is defined as a single login with any level of access to a SYSTEM, or where a single person via a third-party SYSTEM is accessing a  SYSTEM with any level of access. The exceptions to this ‘user’ definition are:
6.2. User accounts with portal only access will be free of charge
6.3. In order to avoid being billed for inactive users, it is the responsibility of the Customer to deactivate such users. Failure to do so will mean stated users are billed as per standard users.
6.4. The minimum number of users per SYSTEM is THREE, unless otherwise agreed and documented with both parties, and this excludes any user accounts (e.g Admin, Recycly Admin) created by Recycly Ltd. for our access to support your system. Without prejudice to any other rights, if any invoices are not paid when due, Recycly ay charge Customer interest on the outstanding amounts at the rate of 3% above the base rate of the Bank of England from time to time in force or such other rate as may be permitted under the Late Payment of Commercial Debts (Interest) Act 1998 from time to time. Payment terms and / or due date are specified on each invoice and must be strictly adhered to.
6.5. If within any 12 month period, there are 3 or more incidents of Recycly not receiving payment from a Customer for invoices from Recycly within the date set on the invoice, Recycly. reserves the right to (i) deactivate any of that Customer’s SYSTEMS hosted by us, and / or (ii) insist that all future payments are to be made via GoCardless or similar Direct Debit SYSTEM of Recycly's specification.
6.6. If data import/migration has been identified as part of the agreed initial project scope, monthly billing will start once data has been imported/migrated and verified by the customer as being correct, or within 15 days of data being imported/migrated.  If no data is to be imported/migrated as part of agreed initial project scope, monthly fees will start as soon as one or more users have access to usable features of a live (i.e. non-test) instance of the SYSTEM .
6.7. For complex data imports, Recycly reserves the right to use a UK-based third-party specialist Data Migration Provider for projects. In this circumstance:
6.7.1. The Data Migration Provider and Recycly will always be under Mutual NDA.
6.7.2. The Data Migration Provider will put in place, a Mutual NDA between you and them. You can provide your own NDA template if you wish, providing that it is valid, and legal, and fit for purpose.
6.7.3. Data Migration work will be subject to the Data Migration Provider’s Terms and Conditions.
6.8. In situations where The Customer has corrupted or deleted data and the only valid option is to restore some or data from a backup, Recycly will endeavour to do so in as short as time as possible, although in some circumstances exact time frames cannot be guaranteed.
6.8.1. Under conditions where there is a full, simple restore, the first restore may be conducted for free. Subsequent restores will be billable at Recycly's standard hourly rate.

7. The Customer shall not be entitled to cancel any order for Product(s) and/or Service(s) or any part thereof once agreed for any reason including, but not limited to, “reasons of convenience” except upon terms which reimburse Recycly for loss of Profit and all costs, charges and expenses incurred by Recycly in respect of the Product(s) and/or Service(s) or any part thereof up to the date of receipt by Recycly of written notification of cancellation from the Customer.

8. Recycly reserves the right in cases where it believes that the support required in using the SYSTEM is considered to be excessive to offer the Customer the option to either increase the monthly charge accordingly OR limit the amount of support to a reduced level. This clause does not apply where excessive support is directly caused by proven issues with the SYSTEM.
8.1 Unless specified otherwise, you MUST use the correct channels of reporting for general queries, issues / bug reports, new features requests or feature adjustments. This may include our online portal, a specific email address (e.g. support@recyc.ly). Failure to do so means that we cannot guarantee a timely response, and it is likely there will be delays in the delivery of your project and/or in the time it takes for us to respond.

9. Recycly reserve the right to increase our monthly hosting / support / maintenance prices by a minimum of 3% every year, (usually taking effect from Q1).

10. Should the agreement between the Customer and Recycly be terminated by either party for any reason, any modules which are part of Recycly's library (determined as: “those which can be evidenced as not having been created specifically for your SYSTEM”) shall remain the property of Recycly.

12. The term of this Agreement is on-going. Upon completion of the initial software implementation phase and the S YSTEM has been made available for live use by the Customer (i.e. details for accessing your SYSTEM have been tested and provided to you by Recycly), either party may cancel the service by giving not less than 30 days’ notice in writing.

13. Unless specified otherwise in an agreement with written acceptance from both parties:
13.1. Where a minimum of 30 days notice has been given by The Customer to Recycly to cease our working relationship, Recycly will endeavour to provide you with intellectual property which you have rights to, as specified above within 7 days before or after the ending of your notice period 13.2 Recycly shall provide, where possible and upon request, an export of the Customer’s data in Microsoft Excel spreadsheet format to the Customer if requested to do so.  This to be completed not less than 7 days prior to the completion of the notice period, and any time after.  This shall be charged at Recycly's standard rate of work at the time the work is carried out. This data will not be re-imported/re-migrated later without both parties’ prior agreement and for such work, Recycly will charge standard rate of work at the time the work is carried out.

14. For the duration of the software implementation phase of this contract, termination for reason of convenience is not permitted. Should the Customer cancel during this phase of the Agreement, Recycly reserves the right to issue invoices based upon the level of effort expended up to and including date of termination. Either party may terminate this Agreement or any subsequent Project Contract immediately by giving written notice to the other in any of the following events:
14.1. If the other party commits any material breach of any of the terms and conditions of this Agreement and fails to remedy that breach (if capable of remedy) within 30 days after notice from the other party giving full particulars of breach and requiring it to be remedied; or
14.2. If either party considers there has been an irreconcilable breakdown in communications; or
14.3. If the other enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other party), or compounds with or makes any arrangements with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or if it suffers any analogous process under any foreign law.

15. Recycly undertakes to provide a reasonable level of care and skill in carrying out its duties and does not warrant anything above this level. The Company shall not be liable for any shortfalls in delivery or variation from specification on delivery unless a claim in writing is made by the Customer within 30 days of receipt of service or product.

16. If, as a result of defects or exclusions in a delivery of Products or the provision of Services, the Customer does not accept the delivery within 30 days of receipt, further work may be agreed between the parties to remedy such defects. Recycly shall use reasonable endeavours to undertake such work without delay as far as is possible.

17. Recycly does not warrant that the Products are free from minor errors not materially affecting performance. Such errors shall not be rectified in the absence of a prior written agreement to the contrary.

18. The undertaking given in this Clause shall not apply if the Product has been altered by any party other than The Company or has been operated or run on any platform or in any environment deemed to be inappropriate for the Product by Recycly.

19. Overall liability is capped to the value of your proposal and/or contract only plus 25% and indemnities will only be provided in respect of significant failure to deliver against the proposal, loss of IPR, death, bodily injury or property damage. Liability is excluded for consequential, special or indirect damages, loss of profits and liquidated damages.

20. Dispute resolution procedure – If any dispute arises between the parties, a director or other senior representative of each party will, at the request of either party, meet in a good faith effort to resolve the dispute.
20.1. If the dispute is not resolved at that meeting or if no such meeting takes place within 10 days of it being requested, either party may propose that the dispute be referred to mediation and the other party will consider this proposal in good faith.
20.2. The mediator, if not appointed by agreement between the parties, will be nominated by an independent notary. The rules of procedure for the mediation shall be determined by the mediator in consultation with the parties.
20.3. The language to be used in the Arbitral proceedings shall be English and the place of arbitration shall be London unless otherwise mutually agreed.
20.4. The decision of the arbitrator shall be final and binding on the parties and will be enforceable in the courts including the court of any jurisdiction in which either of the parties has its principal office.

21. Confidentiality – Each party undertakes to use all documents and all technical, commercial, financial and other information obtained from the other party in connection with this Agreement or any subsequent Project Contract, or with the negotiations leading up to it, solely for the purpose of performing this Agreement or any subsequent Project Contract, to treat them confidentially and to make them available or disclose them to third parties only so far as it is necessary for the performance of this Agreement or any subsequent Project Contract. Further, each party undertakes not to disclose to any person, without the previous written consent of the other party, the existence of any term of this Agreement or any subsequent Project Contract, or the existence of any information about any dispute or disagreement between the parties.

22. The obligations of confidentiality set out above shall not apply to any documents or information which a party can show:

23. At the time of its acquisition was in, or at a later date has come into, the public domain, other than following a breach of this clause;

24. It knew prior to first disclosure to it by the other party; or

25. It received such information independently from a third party with the full right to disclose.

26. The obligations of confidentiality set out above shall remain in effect after the termination of this Agreement or any subsequent Project Contract and the parties shall impose corresponding obligations on their employees involved in the performance of this Agreement or any subsequent Project Contract for a period of one year

27. Failure or delay by either party to exercise any right or remedy under this Agreement does not constitute a waiver or bar to exercise of that right or remedy. No waiver by either party of any requirements of this Agreement or any subsequent Project Contract, or of any remedy or right under this Agreement or any subsequent Project Contract shall have effect unless given in writing, signed by that party. No waiver of any particular breach of the provisions of this Agreement or any subsequent Project Contract shall operate as a waiver of any repetition of such breach.

28. The terms and conditions of this Agreement or any subsequent Project Contract represent the entire agreement between the parties relating to its subject matter.

29. Recycly reserves the right to terminate the service with 30 days’ notice at any time without reason. If this situation arises, no further payments will be taken and all Customer data will be returned in either Excel format or CSV format files representing each human-readable table of information following the notice period.

30. All services are subject fair use, such as follows:
30.1. If in the reasonable opinion of Recycly, a Customer’s use is excessive, we may ask the Customer to moderate their usage or propose increased fees. A notification to Recycly is triggered when a single user account is being used for more than 100 hours per week or when the total storage per user on average exceeds 10GB per user / per year, up to a maximum of 20GB per user.
30.2. If, after Recycly have asked the Customer to moderate their usage they fail to do so within 14 working days, Recycly reserve the right to take one of the following measures:
30.2.1. levy a one-off or ongoing charge for the excessive element of their usage and / or (ii) cap usage
30.2.2. (in extreme circumstances) suspend or give notice to terminate the Customer’s service.

31. The Customer’s acceptance of any Recycly-supplied Quote, Proposal, Specification of Work, Schedule, Addenda or other document describing any type of work to be carried out by Recycly for the Customer constitutes full acceptance of both parties to all Terms and Conditions of this Agreement, as does continued use of any SYSTEM hosted by Recycly.

32. In order to send outbound emails from more than one email address from Recycly, your mail service must support relaying. Where this is not the case, Recycly reserves the right to bill for any time investigating and implementing workarounds or suggesting alternative solutions.
33. The SYSTEM is built upon Odoo Community edition, which we have used without modifying its original source code. Under the terms of the GNU Lesser General Public License (LGPL), we are happy to provide access to the unmodified Odoo Community source code, which is publicly available at Odoo's official GitHub repository.  Recycly itself is an independent application that integrates with Odoo Community. As such, it does not fall under the requirements of the LGPL to disclose its source code, since it does not modify the Odoo Community code base but rather extends its functionality through additional modules and integrations.  If you have any further questions or require additional information regarding our compliance with the LGPL, please feel free to reach out.