1. Parties & Definitions
1.1 These Terms apply between HMCTS LLC, a limited liability company formed under the laws of Delaware, USA, with registered address at 131 Continental Drive, Newark, Delaware 19713, USA, Company No. 5137554 ("Supplier", "we", "us") and the customer identified in the Order Form or Purchase Order ("Customer", "you").
1.2 "Services" means installation, support, and related services described in the Order.
1.3 "Goods" means hardware, software, and equipment supplied under the Order.
1.4 "Order" means a written purchase order, quote, or statement of work signed by both parties.
1.5 "Territory" means the United States and United Kingdom unless otherwise agreed.
2. Basis of Contract
2.1 Each Order constitutes an offer by the Customer to purchase Goods and/or Services subject to these Terms.
2.2 No variation shall be effective unless agreed in writing by an authorized signatory of the Supplier.
2.3 These Terms prevail over any Customer terms and conditions.
3. Supply of Goods and Services
3.1 The Supplier shall supply Goods and Services as described in the Order with reasonable skill and care.
3.2 All dates quoted for delivery are estimates only. Time shall not be of the essence.
3.3 The Supplier may subcontract any part of the Services provided it remains liable for subcontractor performance.
4. Delivery, Risk & Title
4.1 Delivery of Goods shall be Ex Works or FOB location as stated in the Order, under Incoterms 2020, unless otherwise stated in the Order.
4.2 Risk in the Goods passes to the Customer at the point of delivery per clause 4.1.
4.3 Title to Goods remains with the Supplier until full payment is received.
4.4 The Customer is responsible for import duties, VAT, customs clearance, and compliance with applicable import regulations in their jurisdiction.
5. Prices & Payment
5.1 Prices are stated in USD or GBP as specified in the Order, exclusive of VAT, duties, and taxes.
5.2 Payment terms are Net 30 days from invoice date unless otherwise agreed.
5.3 Late payments incur interest at 1.5% per month or the maximum rate permitted by law.
5.4 For UK VAT-registered B2B customers, UK VAT is accounted for under the reverse charge mechanism. The invoice will state "Reverse charge: Customer to account for VAT."
6. Customer Obligations
6.1 The Customer shall provide access, information, and facilities reasonably required for the Supplier to perform Services.
6.2 The Customer warrants that it has authority to enter into the contract and is not subject to sanctions or export restrictions under US, UK, or international law.
7. Intellectual Property
7.1 All IP in Goods, software, documentation, and know-how remains the property of the Supplier.
7.2 The Supplier grants the Customer a non-exclusive, non-transferable license to use the IP solely for internal business purposes.
7.3 The Customer shall not reverse engineer, copy, or disclose the IP to third parties.
8. Warranties
8.1 The Supplier warrants that Services will be performed with reasonable skill and care and Goods will conform to specification for 12 months from delivery.
8.2 This warranty excludes defects caused by misuse, modification, or failure to follow instructions.
8.3 Except as expressly stated, all warranties, conditions, and terms implied by statute are excluded to the fullest extent permitted by law.
9. Limitation of Liability
9.1 Nothing excludes liability for death, personal injury caused by negligence, or fraud.
9.2 Subject to 9.1, the Supplier's total liability under any Order shall not exceed the total amount paid by the Customer under that Order in the 12 months preceding the claim.
9.3 The Supplier shall not be liable for indirect, consequential, loss of profit, loss of data, or loss of business.
10. Data Protection & Privacy
10.1 The Supplier complies with UK GDPR and the UK Data Protection Act 2018 for UK-based customers, and applicable US state privacy laws for US-based customers.
10.2 All personal data is processed and stored in the United States unless otherwise agreed.
10.3 Transfers of personal data from the UK to the US are protected by the UK ICO approved Standard Contractual Clauses Module 2.
10.4 The Supplier's Privacy Policy at hmctsllc.com/privacy forms part of these Terms.
11. Tax & Compliance
11.1 The Supplier is a Delaware, USA limited liability company. The Supplier does not maintain a permanent establishment in the United Kingdom or any other jurisdiction outside the United States and is not liable for UK Corporation Tax or other jurisdiction-specific income tax on profits from sales outside the USA.
11.2 The Supplier complies with US export control laws, sanctions regulations, and anti-bribery laws including the Foreign Corrupt Practices Act (FCPA).
11.3 The Customer shall not use the Goods or Services in violation of applicable export or sanctions laws.
12. Confidentiality
12.1 Each party shall keep confidential all confidential information disclosed under the contract and shall only use it for the purpose of performing obligations.
12.2 This obligation survives termination for 3 years.
13. Term & Termination
13.1 The contract continues until all obligations under the Order are fulfilled unless terminated earlier.
13.2 Either party may terminate immediately if the other commits a material breach not remedied within 30 days, or becomes insolvent.
13.3 On termination, all outstanding invoices become immediately payable and licenses granted under clause 7 terminate.
14. Force Majeure
Neither party is liable for failure or delay caused by events beyond reasonable control, including acts of God, war, terrorism, pandemics, and supply chain disruption.
15. Governing Law & Dispute Resolution
15.1 This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of law principles.
15.2 The parties shall attempt to resolve disputes in good faith for 30 days. If unresolved, disputes shall be referred to binding arbitration under the ICC Rules, seat of arbitration Wilmington, Delaware, USA. Language: English.
15.3 Notwithstanding 15.2, the Supplier may seek injunctive relief in any court to protect IP rights.
16. General
16.1 Assignment: The Customer may not assign without prior written consent.
16.2 Entire Agreement: This document constitutes the entire agreement and supersedes all prior agreements.
16.3 Severability: If any clause is invalid, the remainder remains in force.
16.4 Notices: Notices must be in writing to the addresses set out in the Order.
16.5 No Agency: Nothing creates a partnership or agency relationship.
17. Contact
For compliance, legal, or contractual queries contact:
HMCTS LLC
131 Continental Drive
Newark, Delaware 19713
United States
Phone: +1 (302) 599-1401
Email: info@hmctsllc.com