1. Parties and contract structure
These Master Services Terms ("Master Terms") are between Joe Bungey trading as Haystack HQ ("Haystack", "we", "us") and the business or organisation that enters into an Order for a Haystack service ("Customer", "you").
The agreement consists of: (a) the applicable Order; (b) any applicable Product Schedule; (c) the Data Processing Schedule where Haystack processes personal data on the Customer’s behalf; and (d) these Master Terms (together, the "Agreement").
An "Order" includes an order form, proposal, statement of work, invoice expressly incorporating these terms, or an online checkout or subscription page that identifies the Customer, Service and price and links to or incorporates the Agreement.
If there is a conflict, the following order of precedence applies: Order, Product Schedule, Data Processing Schedule, then these Master Terms, unless a document expressly states otherwise.
2. Services
Haystack will provide the software, hosted services, integrations, support and/or professional services described in the Order and applicable Product Schedule (the "Services").
Haystack may make changes that improve, secure, maintain or develop the Services, provided that it does not materially reduce the core functionality purchased by the Customer during a paid subscription period without reasonable notice.
The Customer acknowledges that software and integrations may contain minor defects and that uninterrupted or error-free operation is not guaranteed.
3. Customer accounts and responsibilities
The Customer must provide accurate information, keep credentials secure, restrict access to authorised users and promptly tell Haystack about suspected unauthorised access.
The Customer is responsible for the acts and omissions of its users and for ensuring that its use of the Services, connected accounts, communications and data complies with applicable law and its own contractual obligations.
The Customer must not use the Services to access data it is not entitled to access, introduce malicious code, interfere with the Services, attempt to bypass security controls, reverse engineer the Services except where law expressly permits, or use the Services for unlawful, fraudulent, abusive or harmful activity.
4. Third-party services and integrations
Some Services interoperate with third-party products, platforms, APIs, networks or accounts ("Third-Party Services"). Third-Party Services are not controlled by Haystack and remain subject to their own availability, functionality, terms, policies and technical restrictions.
Haystack does not warrant that any Third-Party Service will remain available, compatible or unchanged. Haystack may modify, suspend or discontinue affected integration functionality where reasonably necessary because of a Third-Party Service change, restriction, security issue or withdrawal.
Unless expressly stated in writing, interoperability with a Third-Party Service does not mean that Haystack is endorsed, certified, authorised or approved by the provider of that Third-Party Service.
The Customer is responsible for maintaining any licences, permissions, accounts and authorisations required for its use of Third-Party Services.
5. Fees, billing and taxes
The Customer will pay the fees stated in the Order. Subscription fees are payable in advance at the billing frequency stated in the Order.
Where the Customer authorises a recurring payment method, the Customer authorises Haystack and its payment provider to collect amounts due under the Order until the subscription ends.
Unless the Order says otherwise, fees are exclusive of taxes that Haystack is legally required to charge. Where Haystack is not registered or required to charge a particular tax, no such tax will be added.
Overdue undisputed amounts may result in suspension after reasonable notice. The Customer must raise a good-faith billing dispute promptly and in any event within 30 days of the relevant charge or invoice.
6. Professional services and custom development
Implementation, consultancy, custom development, configuration or other professional services are only included where stated in an Order or separate statement of work.
Any additional work requested by the Customer may be scoped and charged separately. Unless expressly agreed otherwise, payment for custom development does not transfer ownership of Haystack’s underlying software, reusable components, know-how, methods or product improvements.
7. Term, renewal and termination
The Agreement begins when the Customer accepts an Order or first uses the paid Service, whichever occurs first.
Unless an Order states a fixed minimum term, subscriptions continue on a rolling basis and either party may terminate the subscription by giving at least 30 days’ written notice.
Either party may terminate immediately by written notice if the other party commits a material breach that is incapable of remedy, or fails to remedy a remediable material breach within 14 days after written notice.
Haystack may suspend access immediately where reasonably necessary to address a security risk, unlawful use, material threat to the Service or Third-Party Services, or where required by law. Where practicable, Haystack will give notice and work with the Customer to restore access.
8. Intellectual property
Haystack and its licensors retain all intellectual property rights in the Services, software, documentation, designs, APIs, workflows, improvements and other Haystack materials.
Subject to payment of applicable fees and compliance with the Agreement, Haystack grants the Customer a non-exclusive, non-transferable, revocable right during the subscription term to use the Services for its internal business purposes.
The Customer retains ownership of Customer Data. The Customer grants Haystack the rights necessary to host, transmit, copy and otherwise process Customer Data solely to provide, secure, support and improve the operation of the Services in accordance with the Agreement and Data Processing Schedule.
If the Customer provides feedback, Haystack may use it without restriction, provided Haystack does not disclose Customer confidential information in doing so.
9. Confidentiality
Each party will keep the other party’s non-public business, technical and commercial information confidential and use it only for the purposes of the Agreement.
Confidentiality obligations do not apply to information that is public through no breach of the Agreement, was lawfully known without restriction, is independently developed, or is lawfully received from a third party.
A party may disclose confidential information where required by law, regulation or court order, where legally permitted giving reasonable advance notice to the other party.
10. Data protection
Each party will comply with applicable data protection law in relation to its activities under the Agreement.
Where Haystack processes personal data on behalf of the Customer, the Data Processing Schedule applies and forms part of the Agreement.
Each party acts as an independent controller for personal data it processes for its own business administration, legal compliance, billing, account management and similar purposes.
11. Security
Haystack will maintain technical and organisational measures appropriate to the nature of the Services and the risks presented by the processing, taking into account the state of the art, implementation costs and the nature, scope, context and purposes of processing.
No system is completely secure. Haystack does not warrant that security incidents can never occur, but will respond to confirmed incidents affecting Customer Data in accordance with the Data Processing Schedule.
12. Support and availability
Unless an Order states otherwise, Haystack provides reasonable commercial efforts to investigate and address support requests during normal UK business hours.
No service level, response-time commitment, service credit or uptime guarantee applies unless expressly stated in an Order.
Planned maintenance, emergency maintenance, internet or telecommunications failures, Third-Party Service outages and circumstances outside Haystack’s reasonable control may affect availability.
13. Warranties and disclaimers
Haystack warrants that it will provide the Services with reasonable care and skill.
Except as expressly stated in the Agreement, and to the fullest extent permitted by law, the Services are provided "as is" and Haystack excludes implied warranties, conditions and terms, including as to fitness for a particular purpose, uninterrupted availability and compatibility with future versions of Third-Party Services.
The Customer remains responsible for reviewing outputs, records and automated actions produced by the Services and for maintaining appropriate business processes and backups for information that is important to it.
14. Liability
Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
Subject to the paragraph above, neither party is liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, goodwill or business opportunity, or loss arising from a Third-Party Service change or outage outside that party’s reasonable control.
Subject to the first paragraph of this clause, Haystack’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the fees paid or payable by the Customer to Haystack under the affected Order during the 12 months immediately preceding the event giving rise to the claim.
The limitations in this clause apply to the fullest extent permitted by law and reflect the fees charged for the Services.
15. Indemnity for unlawful Customer use
The Customer will indemnify Haystack against third-party claims, losses, damages and reasonable costs to the extent arising from the Customer’s unlawful use of the Services, Customer Data that the Customer had no right to provide or process, or the Customer’s material breach of clause 3, except to the extent caused by Haystack’s own breach or negligence.
16. Changes to terms
Haystack may update these Master Terms for future Orders at any time. For an existing subscription, Haystack may update them on at least 30 days’ notice where reasonably necessary for legal, security, operational or product reasons. A change will not retrospectively alter fees already paid or materially remove accrued rights.
If a notified change materially disadvantages the Customer, the Customer may terminate the affected subscription before the change takes effect by giving written notice.
17. General
Neither party may assign the Agreement without the other party’s consent, not to be unreasonably withheld, except that Haystack may assign it as part of a bona fide transfer of the Haystack business or relevant assets.
Neither party is liable for delay or failure caused by events outside its reasonable control, except for payment obligations.
If any provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions continue in force.
A failure to enforce a right is not a waiver. The Agreement constitutes the entire agreement concerning its subject matter and supersedes prior discussions relating to that subject matter.
No person other than the parties has a right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.
The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
18. Notices and contact
Operational and contractual notices may be sent by email to the contact details used for the Customer account or Order. A termination notice should clearly state that it is a notice of termination.
Haystack legal supplier: Joe Bungey trading as Haystack HQ.
Business address: 1 Hardwick Close, Brislington, Bristol, BS4 4NL.
Data protection contact: privacy@haystackhq.io.