Terms & Conditions

Tick9 Limited — Terms and Conditions for Licences, Hosted Platforms, Professional Services and Support

Version 3.0 · Dated 1 October 2026 · Effective from 1 October 2026

This version applies to all Quotes accepted on or after 1 October 2026. Previous versions are available on request from hello@tick9.co.uk.

These terms and conditions (the “Terms”) apply to every supply of software licences, hosted platforms, professional services and support services by Tick9 Limited, a company registered in England and Wales with company number 09874603 whose registered office is at 32 West Ella Way, Kirk Ella, Hull, HU10 7LW (“Tick9”, “we”, “us”), to the business customer named in the Quote (the “Customer”, “you”).

These Terms are intended for business customers only and are not intended for consumers.

1. Definitions

In these Terms:

“Business Day”: means a day other than a Saturday, Sunday or public holiday in England.
“Business Hours”: means 9:00am to 5:30pm on a Business Day.
“Change Request”: has the meaning given in clause 7.
“Confidential Information”: means any information of a confidential nature disclosed by one party to the other, including technical or commercial know-how, specifications, processes, financial information, customer data and business plans.
“Contract”: means the contract between Tick9 and the Customer formed under clause 2, made up of the Quote and these Terms.
“Customer Data”: means all data, including personal data, that the Customer or its users input into, upload to or generate in a Tick9 Platform, or otherwise provide to Tick9.
“Customer Delay”: means any delay to the Services caused by an act or omission of the Customer, or of any third party engaged by or acting for the Customer.
“Deliverables”: means any output of the Services provided by Tick9 to the Customer, including configuration, integrations, reports, documentation and bespoke code.
“Designated Manager”: means the person appointed by the Customer under clause 5.1.4.
“Documentation”: means the user guides and product descriptions for a Tick9 Platform made available by Tick9, as updated from time to time.
“Fees”: means the fees for the Licences, Tick9 Platforms and Services set out in the Quote, as varied in accordance with these Terms.
“Go-Live”: means the date on which the relevant system or Deliverable is first used by the Customer in a live production environment.
“Intellectual Property Rights”: means patents, copyright, rights in software, database rights, design rights, trade marks, trade names, domain names, rights in know-how and confidential information, and all other intellectual property rights, whether registered or not, anywhere in the world.
“Licences”: means the rights to use Third-Party Software supplied or resold by Tick9 under the Contract.
“Quote”: means Tick9’s written quotation, proposal, statement of work or order form accepted by the Customer, including any scope, assumptions and exclusions set out in it.
“Services”: means the professional services (including consultancy, implementation, configuration, integration, data migration, training and project management) and support services described in the Quote.
“Subscription Term”: means the initial subscription term for a Tick9 Platform set out in the Quote, together with any Renewal Terms.
“Third-Party Software”: means software, platforms or subscriptions owned by a third party (including, for example, iplicit, Cin7, Cyferd and Qlik) that Tick9 resells, licenses, implements or integrates. It does not include a Tick9 Platform.
“Tick9 Platform”: means any software application that Tick9 owns and makes available to the Customer as a hosted service, including Foundations (and its modules, such as Core, AP, Assets and Workforce) and Nuvanta BI, together with any updates to it.

Headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation“. A reference to “writing” includes email.

2. The Contract

2.1The Contract is formed when the Customer (a) signs or otherwise accepts the Quote in writing, or (b) pays any invoice issued in connection with the Quote, in whole or in part, whichever is earlier.

2.2These Terms apply to the exclusion of any other terms the Customer seeks to impose or incorporate (including on any purchase order), or which are implied by trade, custom, practice or course of dealing.

2.3If there is any conflict or inconsistency between the documents making up the Contract, the following order of precedence applies (highest first):

(a)the Quote;
(b)the licence terms of any relevant Third-Party Software provider (as regards that Third-Party Software only); and
(c)these Terms.

2.4Each version of these Terms has a version number and date. The Contract incorporates the version stated in the Quote or, if none is stated, the version published on Tick9’s website on the date the Contract is formed. Tick9 keeps a copy of every version and will provide a copy of any earlier version on request.

2.5No salesperson, employee or agent of Tick9 has authority to vary these Terms. Any variation to these Terms must be in writing and signed by a Director of Tick9. Changes to the scope of Services are handled under clause 7.

3. Quotes

3.1A Quote is valid for 30 days from its date of issue unless stated otherwise in the Quote, and is not binding on Tick9 until accepted under clause 2.1.

3.2Unless the Quote expressly states a fixed price, estimates of time, effort or cost in a Quote are estimates only, based on the information available to Tick9 at the time.

3.3Anything not expressly included in the scope set out in the Quote is out of scope, and may be provided only under a Change Request.

4. Provision of the Services

4.1Tick9 will provide the Services:

(a)materially in accordance with the Quote;
(b)using reasonable care and skill; and
(c)using suitably skilled and experienced personnel.

4.2Tick9 will use reasonable endeavours to meet any dates or timelines set out in the Quote, but these are estimates only and time is not of the essence for the performance of the Services.

4.3Tick9 will keep the Customer reasonably informed of progress and will promptly notify the Customer if it becomes aware that a key date is unlikely to be met, giving the reason and the proposed way forward.

4.4Unless stated otherwise in the Quote, Services are delivered remotely during Business Hours. On-site attendance and work outside Business Hours must be agreed in advance and may be charged in accordance with clause 10.

4.5Tick9 may use subcontractors to perform any part of the Services but remains responsible for their performance.

4.6Tick9 is not obliged to provide services that are not described in the Quote, or to support any use of a system that is not in accordance with the Contract or the relevant Third-Party Software licence terms.

5. Customer obligations

5.1The Customer shall:

5.1.1co-operate with Tick9 in all matters relating to the Services;
5.1.2provide Tick9, in good time, with such information, data, decisions and materials as Tick9 reasonably requires, and ensure they are accurate and complete in all material respects;
5.1.3provide Tick9 with appropriate access to its systems, premises, personnel and third-party providers (including remote access) as reasonably required to perform the Services;
5.1.4appoint a Designated Manager who has authority to make decisions on the Customer’s behalf and who will be Tick9’s main point of contact and escalation;
5.1.5ensure its personnel are available for meetings, workshops, testing and training as reasonably requested;
5.1.6obtain and maintain all licences, permissions and consents (other than those Tick9 has agreed in the Quote to supply) required before the Services start;
5.1.7manage any third parties it engages so that their activities are completed on time;
5.1.8provide suitable test users, test data and sufficient time for its personnel to carry out user acceptance testing;
5.1.9keep all user credentials and access details secure, and be responsible for all use of its systems, Tick9 Platforms and Third-Party Software made using its credentials; and
5.1.10comply with the licence terms of any Third-Party Software.

5.2Where the Quote requires it, the Customer shall sign off each Deliverable or project stage on completion.

5.3Customer data and data migration. Unless expressly included in the Quote, the Customer is responsible for:

(a)the accuracy, completeness and legality of all data it supplies, and for confirming it has the right to provide that data to Tick9;
(b)cleansing, de-duplicating and preparing data for migration in the format agreed with Tick9;
(c)checking and reconciling migrated balances, totals and records, and confirming that migrated data is correct before Go-Live; and
(d)keeping appropriate backups of its data at all times (other than Customer Data held in a Tick9 Platform, which Tick9 backs up under clause 13.6).

5.4Tick9 is not responsible for incorrect outputs, reports or results caused by defective or incomplete source data, the Customer’s instructions, or system limitations the Customer did not disclose to Tick9.

6. Customer Delay

6.1Where the Customer (or a third party acting for it) fails to provide a decision, feedback or information by the agreed date or, if no date is agreed, within 3 Business Days of Tick9’s request, this may be treated as a Customer Delay and a potential change of scope under clause 7.

6.2If Tick9’s performance is prevented or delayed by a Customer Delay:

(a)Tick9 will not be in breach of the Contract or liable for any failure or delay to the extent caused by the Customer Delay, provided it notifies the Customer in writing and uses reasonable endeavours to reduce the impact;
(b)Tick9 will be entitled to a reasonable extension of time; and
(c)Tick9 may charge, at its then-current rates, for additional time reasonably and unavoidably incurred as a result, including idle time of booked resources, and may pass on any additional third-party costs.

6.3Where a delay is caused partly by Tick9 and partly by the Customer, the parties will negotiate in good faith to agree a fair apportionment.

7. Change control

7.1Either party may request a change to the scope, timing or delivery of the Services (a “Change Request“). A Change Request must be made in writing and contain enough detail for the other party to assess it.

7.2Tick9 will advise the Customer of the likely impact of a Change Request on scope and Deliverables, assumptions and dependencies, Fees and expenses, dates and milestones, acceptance criteria, and any support or licensing requirements.

7.3Neither party is obliged to accept a Change Request, and no change is binding until agreed in writing by both parties. A Change Request may be agreed on Tick9’s behalf by the project lead named in the Quote or by a Director, and on the Customer’s behalf by its Designated Manager. Agreed changes remain subject to these Terms.

7.4While a Change Request is being considered, Tick9 will continue with any work not affected by it, and is not obliged to carry out the requested change until it is agreed.

8. Scheduling, rescheduling and cancellation

8.1Rescheduling booked days. Tick9 reserves consultant time on the basis of agreed schedules. If the Customer cancels or reschedules booked days, meetings, workshops or training sessions:

(a)with more than 10 Business Days’ notice — no charge;
(b)with between 5 and 10 Business Days’ notice — 50% of the Fees for the affected days;
(c)with less than 5 Business Days’ notice — 100% of the Fees for the affected days.

The same applies where a session must be re-run because of inadequate attendance or preparation by the Customer.

8.2Cancelling a project. If the Customer cancels the Services, or places a project on hold or postpones it without agreeing a new start date within 20 Business Days, the Customer shall pay:

(a)all Services performed up to the date of cancellation, hold or postponement;
(b)any charges under clause 8.1 for days already booked; and
(c)any non-cancellable or unavoidable costs reasonably incurred or committed by Tick9, including Third-Party Software, subscriptions and third-party services.

8.3Licences and subscriptions (including Tick9 Platform subscriptions) are committed for their full term as set out in the Quote and cannot be cancelled or reduced part-way through a term. Where the Customer cancels, Fees for Licences and subscriptions remain payable to the end of the current committed term (for a 3-year Licence or a 36-month Subscription Term, the end of that term).

8.4Fixed-price work. Where Services are provided for a fixed price and the Customer cancels, the Customer shall pay the greater of (a) the amounts under clause 8.2 and (b) any payment milestones already reached.

9. Acceptance and defects

9.1The Quote will identify which Deliverables are subject to acceptance testing and, where practicable, the acceptance criteria against which they will be tested. The Customer is responsible for preparing test scripts, test data and test users unless the Quote says otherwise.

9.2The Customer shall carry out acceptance testing of the relevant Deliverable within 5 Business Days of Tick9 notifying the Customer that it is ready, or any other period stated in the Quote for that Deliverable (the “Acceptance Period“).

9.3Within the Acceptance Period, the Customer shall either confirm acceptance in writing or notify Tick9 in writing of any material non-conformity with the agreed scope or acceptance criteria. Any rejection must identify each non-conformity in enough detail for Tick9 to reproduce it.

9.4Minor defects that do not materially affect the use of the Deliverable do not entitle the Customer to reject it. They will be recorded and corrected under clause 9.6.

9.5A Deliverable is deemed accepted on the earliest of:

(a)written confirmation of acceptance;
(b)expiry of the Acceptance Period without a notice under clause 9.3;
(c)the Deliverable being used in live production (Go-Live); or
(d)the Customer unreasonably delaying or failing to carry out acceptance testing.

9.6Tick9 will correct, at no additional charge and within a reasonable time, any material non-conformity properly notified under clause 9.3, or any material defect in a Deliverable that is notified to Tick9 in writing within 30 days after Go-Live, provided the defect is caused by Tick9. The corrected Deliverable will then be re-tested for the affected items only. After that period, corrections will be treated as support or chargeable work.

9.7Clause 9.6 does not apply to defects caused by: the Customer’s data, instructions or specifications; changes made by the Customer or any third party; Third-Party Software (including updates released by its provider); or use other than in accordance with the Contract or documentation. Investigation and correction of such defects is chargeable.

9.8Correction or re-performance under clause 9.6 is the Customer’s primary remedy for non-conforming Deliverables. The Customer may terminate the affected Services under clause 19.2(a) only if a material non-conformity remains after Tick9 has had a reasonable opportunity (and at least two attempts) to correct it. Nothing in this clause excludes any right that cannot be excluded by law.

10. Fees and price changes

10.1The Fees are set out in the Quote. Unless the Quote states a fixed price, Services are charged on a time-and-materials basis at the day or hourly rates set out in the Quote.

10.2All Fees are exclusive of VAT, which will be charged at the rate in force at the time of supply.

10.3Unless agreed otherwise in the Quote:

(a)work agreed in advance to be performed outside Business Hours on a Business Day, or on a Saturday, is charged at 1.5 times the applicable rate;
(b)work agreed in advance to be performed on a Sunday or public holiday is charged at 2 times the applicable rate; and
(c)reasonable travel, accommodation and subsistence expenses will be agreed with the Customer in advance and charged at cost.

10.4Licences.

(a)Annual Licences are subject to price increases set by the Third-Party Software provider. These are outside Tick9’s control (typically no more than 10% per year) and will be passed on to the Customer at renewal, or earlier where the provider imposes them.
(b)3-year Licences are fixed in price for the full 3-year term, except where the Customer increases the number of users or modules.

10.5Professional Services rates will increase by no more than 5% per year.

10.6Support Services Fees are reviewed annually. Tick9 will discuss any proposed increase with the Customer and give at least 30 days’ written notice before it takes effect.

10.7Tick9 may also increase any Fees on 30 days’ written notice to reflect a demonstrable increase in its costs caused by a third-party supplier or a change in law or regulation.

11. Invoicing and payment

11.1Unless stated otherwise in the Quote:

(a)Licence Fees are invoiced annually in advance (or, for 3-year Licences, as set out in the Quote), and Tick9 Platform subscription Fees are invoiced monthly in advance;
(b)Support Services Fees are invoiced in advance; and
(c)time-and-materials Services are invoiced monthly in arrears, and fixed-price Services are invoiced in accordance with the payment milestones in the Quote.

11.2The Customer shall pay each invoice in full, in cleared funds and without any deduction, set-off or withholding, within 14 days of the date of the invoice. Time for payment is of the essence.

11.3If the Customer disputes any part of an invoice in good faith, it must notify Tick9 in writing within 7 days of the invoice date, giving reasons, and must pay the undisputed part on time.

11.4If the Customer fails to pay any amount when due, Tick9 may, without affecting its other rights:

(a)charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% a year above the Bank of England base rate, plus a fixed sum for recovery costs);
(b)after giving 14 days’ written notice, suspend all or part of the Services, Licences and access to any Tick9 Platform until payment is made in full; and
(c)terminate the Contract under clause 19.

11.5If, before delivery or completion of the Services, the Customer becomes subject to any of the insolvency events in clause 19.2(b), Tick9 may refuse to continue unless the Customer pays in full in advance.

11.6Tick9 may also suspend all or part of the Services or access to any system it manages, on written notice (or immediately where the risk is urgent), if it reasonably believes the Customer’s use:

(a)creates a serious security risk to any system, Tick9 or any third party;
(b)is unlawful; or
(c)is in material breach of any Third-Party Software licence terms.

11.7During any suspension under this clause 11 that is justified, affected dates and service levels are also suspended. The Customer remains liable for the Fees during the suspension and shall pay Tick9’s reasonable costs of restarting the Services.

11.8Third-party finance. The Customer may arrange to fund all or part of the Fees through a finance provider approved by Tick9 (a “Finance Provider“). Any finance agreement is between the Customer and the Finance Provider. Tick9 is not a party to it and gives no advice about it, and the Customer is responsible for all finance charges.

11.9Where the Fees are financed:

(a)payment by the Finance Provider to Tick9 satisfies the Customer’s obligation to pay Tick9 the Fees covered, to the extent of the amount paid;
(b)if the finance is not approved, is withdrawn, or the Finance Provider has not paid Tick9 within 30 days of the date the relevant amount falls due, the Customer shall pay Tick9 directly in accordance with this clause 11;
(c)the Customer shall sign, within 5 Business Days of request, any delivery, acceptance or satisfaction certificate reasonably required by the Finance Provider, once the Licences, Tick9 Platforms or Services it covers have been made available or the relevant stage has been completed;
(d)all other obligations of both parties under the Contract continue unchanged;
(e)any refund due from Tick9 under the Contract for financed Fees will be paid to the Finance Provider, or as the Finance Provider directs; and
(f)if the Contract (or any part of it) ends before the end of its committed term, other than because Tick9 has terminated it in breach of the Contract or the Customer has terminated it under clause 19.2, the Customer shall pay Tick9 any amount Tick9 is required to repay to the Finance Provider as a result.

11.10The Customer acknowledges that any dispute about the Licences, Tick9 Platforms or Services is a matter between the Customer and Tick9 under the Contract, and its effect (if any) on the Customer’s obligations to the Finance Provider is governed by the finance agreement.

12. Third-Party Software

12.1All Intellectual Property Rights in Third-Party Software belong to its provider or that provider’s licensors. The Customer’s rights to use Third-Party Software are set out in, and governed by, the provider’s licence terms, which the Customer agrees to accept and comply with. If required by the provider, the Customer will enter into a licence agreement directly with it.

12.2Except to the extent permitted by law, the Customer must not copy, modify, merge, decompile, disassemble, reverse engineer, or make available or disclose Third-Party Software in whole or in part to any third party.

12.3All warranties, service levels, availability commitments and indemnities in relation to Third-Party Software are those given by its provider in its licence terms. Tick9 does not give any warranty in respect of Third-Party Software and is not responsible for its performance, availability, updates, security or withdrawal by the provider.

12.4An order for Third-Party Software becomes binding and non-cancellable once Tick9 has placed it with the provider. Unless the Quote says otherwise:

(a)additional users or modules added during a term are charged from the date they are added and run to the end of the current term;
(b)users or modules cannot be reduced until the end of the current term; and
(c)any usage-based or consumption charges are payable in arrears based on actual usage, and the Customer is responsible for monitoring its own usage.

12.5Tick9 is not liable for any suspension, discontinuance, product change or termination of Third-Party Software by its provider for legal, regulatory or any other reason outside Tick9’s control.

12.6Nothing in this clause 12 excludes Tick9’s responsibility for its own errors in ordering Third-Party Software, or for its own implementation and configuration work, which remain subject to clauses 9 and 18.

13. Tick9 Platforms and Support Services

13.1Right to use. Subject to payment of the Fees, Tick9 grants the Customer a non-exclusive, non-transferable right during the Subscription Term to access and use the Tick9 Platform modules set out in the Quote, for its own internal business purposes, by the number of users and within any usage limits set out in the Quote.

13.2Usage limits. Where the Customer’s usage exceeds a limit set out in the Quote (for example, a number of invoices, people or users), Tick9 may charge for the excess at the rates set out in the Quote or, if none are stated, at Tick9’s then-current list price. Excess usage is invoiced monthly in arrears.

13.3Restrictions. The Customer shall not, and shall ensure its users do not: sub-license, resell or make a Tick9 Platform available to any third party (other than group companies named in the Quote); copy, modify, decompile or reverse engineer it, except as permitted by law; attempt to bypass its security or access controls; introduce any virus or malicious code; carry out load or penetration testing without Tick9’s written consent; use it unlawfully; or use it to build a competing product.

13.4Availability. Tick9 will use reasonable endeavours to make each Tick9 Platform available 24 hours a day, 7 days a week, except for: planned maintenance, which Tick9 will notify in advance and will normally carry out outside Business Hours; urgent maintenance; and events outside Tick9’s reasonable control. Service levels and service credits apply only if expressly set out in the Quote or Tick9’s Support Policy.

13.5Platform warranty. Tick9 warrants that each Tick9 Platform will perform materially in accordance with its Documentation during the Subscription Term. If it does not, Tick9 will use reasonable endeavours to correct the non-conformity promptly. If Tick9 cannot do so within a reasonable time, the Customer may terminate the affected module on written notice and receive a refund of any Fees it has paid in advance for that module for the period after termination. This is the Customer’s sole remedy for breach of this warranty. The warranty does not apply to non-conformity caused by the Customer’s data, use other than in accordance with the Documentation, or Third-Party Software.

13.6Hosting, security and backups. Tick9 Platforms are hosted on Microsoft Azure. Tick9 will maintain appropriate technical and organisational measures to protect Customer Data, and will take regular backups of Customer Data in line with its standard backup procedures, details of which are available on request.

13.7Updates. Tick9 may update, improve and change a Tick9 Platform from time to time, but will not materially reduce the core functionality of a module the Customer has subscribed to during the current Subscription Term.

13.8Customer Data. The Customer owns all Customer Data. The Customer grants Tick9 a licence to host, copy, process and use the Customer Data as needed to provide the Tick9 Platforms and Services. Tick9 may use anonymised and aggregated usage information (which does not identify the Customer or any individual) to operate and improve its services.

13.9Platform intellectual property. Tick9 (or its licensors) owns all Intellectual Property Rights in the Tick9 Platforms, including their software, design, templates, configurations, workflows and any improvements to them, whether or not developed during the Services. Apart from the right in clause 13.1, the Customer receives no rights in a Tick9 Platform. Tick9 may freely use any suggestions or feedback the Customer gives about the Tick9 Platforms.

13.10Subscription Fees. Tick9 Platform subscription Fees are fixed for the initial Subscription Term set out in the Quote, except for added modules, additional users or usage, and excess usage under clause 13.2. Tick9 may change the Fees for any Renewal Term by giving the Customer at least 120 days’ written notice before the end of the current term.

13.11End of subscription. For 30 days after a Tick9 Platform subscription ends, Tick9 will, on the Customer’s written request, provide an export of the Customer Data held in it in a standard machine-readable format (such as CSV) at no charge, provided all Fees due have been paid. Any further migration or transition help is chargeable at Tick9’s then-current rates. After that 30-day period, Tick9 may delete the Customer Data, except that copies held in routine backups will be deleted in the normal backup cycle.

13.12Hosting and third-party components. A Tick9 Platform may use third-party hosting, infrastructure and software components. Tick9 remains responsible for the Tick9 Platform as supplied to the Customer, subject to these Terms.

13.13Support Services. Where the Quote includes support, Tick9 will provide the Support Services in accordance with the Quote and Tick9’s Support Policy published at https://www.tick9.co.uk/support-policy/, as updated from time to time.

13.14Unless stated otherwise in the Quote or Support Policy, Support Services do not include: training; new configuration, development or reports; upgrades or migrations; problems caused by changes made by the Customer or third parties; or problems with the Customer’s infrastructure, networks, devices or third-party systems. These may be provided as chargeable work.

14. Intellectual property

14.1Each party keeps ownership of the Intellectual Property Rights it owned before the Contract or develops independently of it (“Background IP“). Tick9’s Background IP includes its methodologies, templates, tools, know-how, reusable code, connectors, integrations frameworks and documentation, together with any improvements to them and any general know-how developed while performing the Services.

14.2The Customer keeps ownership of its own data, branding and pre-existing materials.

14.3Unless the Quote expressly states that ownership of a specific Deliverable will transfer to the Customer, Tick9 owns the Intellectual Property Rights in all Deliverables. Where the Quote does provide for a transfer, ownership of that Deliverable (excluding Tick9’s Background IP and Third-Party Software) transfers to the Customer only once all Fees for it have been paid in full.

14.4Tick9 grants the Customer a non-exclusive, non-transferable, royalty-free licence to use the Deliverables and any of Tick9’s Background IP incorporated in them, solely for the Customer’s own internal business purposes. This licence starts on delivery and becomes perpetual once all Fees for the relevant Deliverables are paid in full. It may be suspended while any Fees for those Deliverables are overdue.

14.5Tick9 is free to use the general skills, concepts, techniques and know-how it develops or uses in providing the Services, provided it does not disclose the Customer’s Confidential Information.

14.6The Customer grants Tick9 a licence to use any materials and data it provides, for the sole purpose of providing the Services. The Customer warrants that its materials do not infringe any third party’s rights.

14.7Where one party (the “Indemnifying Party“) gives an indemnity under the Contract, the other party shall: promptly notify it of the claim; allow it to conduct and settle the claim; give it reasonable co-operation at its cost; make no admission without its consent; and take reasonable steps to mitigate its loss. The Customer indemnifies Tick9 against claims that the Customer’s materials or data infringe a third party’s rights or were supplied unlawfully, and against claims by a Third-Party Software provider arising from the Customer’s breach of that provider’s licence terms.

15. Confidentiality

15.1Each party shall keep the other’s Confidential Information confidential and use it only to perform its obligations or exercise its rights under the Contract. Each party may disclose the other’s Confidential Information only to its employees, officers, subcontractors, advisers and group companies who need to know it for that purpose, and shall ensure they keep it confidential.

15.2Clause 15.1 does not apply to information that: (a) is or becomes public other than through a breach of the Contract; (b) was lawfully in the receiving party’s possession before disclosure; (c) is lawfully received from a third party without restriction; (d) is independently developed without use of the Confidential Information; or (e) must be disclosed by law, a court or a regulator.

15.3This clause 15 continues to apply after the Contract ends.

16. Data protection

16.1Each party shall comply with its obligations under applicable data protection law, including the UK GDPR and the Data Protection Act 2018.

16.2Where Tick9 processes personal data on the Customer’s behalf in providing the Services, the Customer is the controller and Tick9 is the processor. In that case, Tick9 shall:

(a)process the personal data only on the Customer’s documented instructions, including as set out in the Quote;
(b)ensure its personnel are bound by confidentiality;
(c)implement appropriate technical and organisational security measures;
(d)not engage another processor without the Customer’s general or specific authorisation (the Customer authorises Tick9’s use of the providers of the relevant Third-Party Software and hosting), and flow down equivalent obligations;
(e)assist the Customer, at the Customer’s cost, in responding to data subject requests and in meeting its security, breach notification and impact assessment obligations;
(f)notify the Customer without undue delay after becoming aware of a personal data breach;
(g)at the Customer’s choice, delete or return the personal data at the end of the Services, unless the law requires it to be kept; and
(h)make available information reasonably necessary to demonstrate compliance with this clause.

16.3Tick9 will not transfer personal data outside the UK except in compliance with applicable data protection law, including by relying on UK adequacy regulations or appropriate safeguards. The Customer acknowledges that some Third-Party Software providers may host data outside the UK in accordance with their own terms.

16.4The subject matter, duration, nature and purpose of the processing, and the types of personal data and data subjects, are as needed to provide the Services described in the Quote. Where required, the parties will sign Tick9’s data processing addendum, which will take precedence over this clause 16.

16.5The Customer warrants that it has a lawful basis for, and has given all notices required for, the transfer of personal data to Tick9.

16.6Tick9’s privacy notice is available at https://www.tick9.co.uk/privacy/.

17. Warranties

17.1Each party warrants that it has full power and authority to enter into the Contract.

17.2Except as expressly set out in the Contract, all warranties, conditions and other terms implied by statute or common law (including those as to satisfactory quality and fitness for purpose) are excluded to the fullest extent permitted by law.

17.3The Customer acknowledges that software is not error-free and that Tick9 does not warrant that any system will be uninterrupted or error-free, or that the Services or Deliverables will achieve any particular business result unless expressly stated in the Quote.

17.4The Customer is responsible for ensuring that the Services and Deliverables, as set out in the Quote, meet its business requirements.

18. Limitation of liability

18.1Nothing in the Contract limits or excludes either party’s liability for:

(a)death or personal injury caused by its negligence;
(b)fraud or fraudulent misrepresentation;
(c)the Customer’s obligation to pay the Fees; or
(d)any other liability that cannot be limited or excluded by law.

18.2Subject to clause 18.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

(a)loss of profits, revenue, business or contracts;
(b)loss of anticipated savings;
(c)loss of goodwill or reputation;
(d)loss or corruption of data (save for the cost of restoring it from the Customer’s most recent backup);
(e)wasted expenditure; or
(f)indirect or consequential loss.

18.3Subject to clauses 18.1 and 18.4, each party’s total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to 100% of the total Fees paid and payable under the Contract in the 12 months immediately before the event giving rise to the claim.

18.4Subject to clause 18.1, Tick9’s total liability in relation to Third-Party Software is limited to the Fees paid by the Customer for that Third-Party Software in the 12 months immediately before the event giving rise to the claim.

18.5Tick9 is not liable for any loss to the extent it is caused by: the Customer’s data, instructions or specifications; any failure by the Customer to perform its obligations under the Contract; Third-Party Software; changes made by the Customer or any third party; or the Customer engaging a third party to provide support or services in relation to any system implemented or supported by Tick9.

18.6Any claim must be notified in writing within 12 months of the date the claimant became aware (or ought reasonably to have become aware) of the event giving rise to it.

19. Term, renewal and termination

19.1Term and renewal.

(a)Project Services continue until they are completed, unless terminated earlier under this clause.
(b)Licences, Tick9 Platform subscriptions and Support Services continue for the initial term set out in the Quote (for example, annual, 3-year or 36 months) and will then renew automatically for successive periods of 12 months (each a “Renewal Term“), unless either party gives at least 90 days’ written notice before the end of the initial term or the current Renewal Term.

19.2Either party may terminate the Contract (or any part of it) immediately by written notice if the other party:

(a)commits a material breach of the Contract which, if capable of remedy, it fails to remedy within 30 days of written notice requiring it to do so; or
(b)becomes insolvent, makes an arrangement with its creditors, has an administrator, receiver or liquidator appointed, passes a resolution for winding up (other than for a solvent reorganisation), or suffers any equivalent event in any jurisdiction.

19.3Tick9 may terminate the Contract immediately by written notice if:

(a)any undisputed amount remains unpaid 14 days after Tick9 has notified the Customer that it is overdue; or
(b)Tick9 reasonably suspects that the Customer has committed a serious breach of clause 23 (Compliance) that exposes Tick9 to genuine legal, regulatory or reputational risk.

20. Consequences of termination

20.1On termination for any reason:

(a)the Customer shall immediately pay all outstanding invoices, and Tick9 may invoice for all Services performed but not yet invoiced;
(b)where the Customer terminates other than under clause 19.2, or Tick9 terminates under clause 19.2 or 19.3, the charges in clause 8 apply, and Fees for Licences and subscriptions remain payable to the end of the current committed term;
(c)each party shall return or destroy the other’s Confidential Information on request (subject to any legal retention obligations);
(d)clause 13.11 applies to Customer Data held in any Tick9 Platform; and
(e)Tick9 will provide reasonable handover assistance on request, chargeable at its then-current rates.

20.2Termination does not affect any rights or remedies that have accrued up to the date of termination. Clauses that are expressly or by implication intended to survive termination (including clauses 8, 11, 12, 13.11, 14, 15, 16, 18, 20, 21 and 24) will continue in force.

21. Non-solicitation

21.1During the Contract and for 12 months after it ends, the Customer shall not, without Tick9’s prior written consent, directly or indirectly solicit, engage or employ any employee or subcontractor of Tick9 who was involved in providing the Services.

21.2If the Customer breaches clause 21.1, it shall pay Tick9, as a reasonable estimate of Tick9’s loss (including recruitment and training costs), a sum equal to 25% of the individual’s annual salary or fee rate at Tick9 at the time of the breach.

21.3This clause does not prevent the Customer from employing a person who responds to a general advertisement not targeted at Tick9’s staff.

22. Force majeure

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, fire, flood, pandemic, war, terrorism, civil unrest, industrial action (other than of its own workforce), failure of public utilities, telecommunications networks or third-party hosting providers, cyber-attacks not caused by its own failure to take reasonable precautions, or failure or unavailability of Third-Party Software. The affected party shall notify the other promptly and use reasonable endeavours to minimise the effect. If the event continues for more than 60 days, either party may terminate the affected Services on written notice, and the Customer shall pay for Services performed up to termination.

23. Compliance

23.1Each party shall comply with all applicable laws, including those relating to anti-bribery and anti-corruption (including the Bribery Act 2010), anti-slavery and human trafficking (including the Modern Slavery Act 2015), the prevention of tax evasion and fraud, competition law, and applicable UK, EU, UN and (where relevant) US sanctions and export controls.

23.2The Customer shall not use, export or re-export any Deliverables, Tick9 Platforms or Third-Party Software in breach of applicable sanctions or export control laws.

24. Disputes

24.1If a dispute arises, either party may give the other written notice of it. The parties’ Designated Manager and Tick9’s account lead shall meet within 10 Business Days to try to resolve it in good faith.

24.2If the dispute is not resolved within 14 days of the notice, it shall be referred to a Director of each party, who shall try to resolve it within a further 14 days.

24.3If the dispute is not resolved under clause 24.2, the parties may agree to refer it to mediation. Otherwise, either party may bring proceedings in accordance with clause 26.12.

24.4All negotiations under this clause are confidential and without prejudice to the parties’ rights in any later proceedings. Nothing in this clause prevents either party from seeking urgent injunctive relief or from bringing proceedings to recover undisputed debts.

25. Notices

25.1Notices under the Contract must be in writing and delivered by hand, sent by pre-paid first-class post or recorded delivery to the other party’s registered office (or other address notified in writing), or sent by email to the address notified for that purpose. Notices to Tick9 by email must be sent to hello@tick9.co.uk.

25.2A notice is deemed received:

(a)if delivered by hand, at the time of delivery;
(b)if posted, at 9:00am on the second Business Day after posting; and
(c)if emailed, at the time of transmission,

provided that a notice received outside Business Hours is deemed received at 9:00am on the next Business Day.

25.3This clause does not apply to the service of any proceedings or other documents in legal action.

26. General

26.1Entire agreement. The Contract is the entire agreement between the parties and supersedes all previous agreements, representations and understandings relating to its subject matter. Each party acknowledges it has not relied on any statement, representation or warranty not set out in the Contract. Nothing in this clause limits liability for fraud.

26.2Variation. No variation of the Contract is effective unless in writing and signed by both parties (in Tick9’s case, by a Director), except that Change Requests may be agreed as set out in clause 7.3.

26.3Waiver. A failure or delay in exercising any right or remedy is not a waiver of it, and no waiver of any breach is a waiver of any later breach. Any indulgence or forbearance shown to the Customer does not affect Tick9’s rights.

26.4Severance. If any provision of the Contract is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, deleted, and the remaining provisions shall not be affected.

26.5Assignment. The Customer may not assign or transfer any of its rights or obligations under the Contract without Tick9’s prior written consent. Tick9 may assign the Contract to a group company or to a purchaser of all or part of its business on written notice to the Customer. Tick9 may also assign or transfer the Contract, or its right to receive payment under it, to a Finance Provider, and the Customer consents to this.

26.6Relationship. Nothing in the Contract creates a partnership, joint venture or agency between the parties.

26.7Third-party rights. No one other than a party to the Contract has any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

26.8Publicity. Tick9 may refer to the Customer by name and logo as a customer in its marketing materials, unless the Customer asks it not to in writing. Any case study or testimonial will be agreed with the Customer before publication.

26.9Counterparts and e-signature. The Contract may be signed electronically and in counterparts.

26.10Changes to these Terms. Tick9 may update these Terms from time to time by publishing a new version, with a new version number and date, on its website. The version incorporated under clause 2.4 applies to the Contract. A new version will apply to renewals of Licences, Tick9 Platform subscriptions and Support Services from the start of the next Renewal Term, provided Tick9 has given the Customer at least 30 days’ notice of it.

26.11Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, is governed by the law of England and Wales.

26.12Jurisdiction. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.

For any questions about these Terms, please contact us at hello@tick9.co.uk or call 01482 736046.

Tick9 Limited · Company No. 09874603 · VAT Reg. 228022439 · 32 West Ella Way, Kirk Ella, Hull, HU10 7LW